Society with limited liability Is a legal entity that independently participates in civil legal relations. The LLC is established by the owners of the business, and their decision to create a company is documented.
The constituent documents of a legal entity are needed not only at the stage of creating a company, but also in the process of its activity. They can be requested at any time not only by the tax office, but also by banks, counterparties, notaries, investors, creditors and other interested parties. With this in mind, it is important to know what belongs to the constituent documents, how to store and restore them, and who is responsible for their integrity.
The charter is the only constituent document of the company
Indeed, in Article 52 of the Civil Code of the Russian Federation and Article 12 of the Law "On LLC" in the list constituent documents legal entity of 2019 is only mentioned. The charter contains basic information on the procedure for interaction between participants, the size of the authorized capital, transactions with shares, the competence of the company's bodies, etc.
However, in business practice, the list of constituent documents includes not only the charter. This list is much broader. On the basis of a single charter, it is impossible to obtain sufficient information about the activities of an LLC.
The statutory documents do not contain information about who runs the company and owns the business. There is no registration data in the charter - TIN, KPP, OGRN codes, types of activities, the number of the Federal Tax Service, where the organization is tax-registered, full legal address. And without this information, it is impossible to check the counterparty before the transaction, get a loan or attract investments.
On June 25, 2019, the Order of the Ministry of Economic Development and Trade comes into force, which approved 36 options for model charters for LLC. From this date, already operating companies have the right to transfer to model charters. In this case, the constituent document will not have individual characteristics; it will be enough to know the number of the version of the standard charter that the organization has chosen.
Full list of constituent documents of LLC
So, although talking about the constituent documents of a legal entity in plural not entirely correct, but practice dictates otherwise, and their full list looks like this:
- or the creation of a legal entity. This is the first document confirming the intention of the founders to register an LLC.
- Charter. We have already discussed the significance of this document above. If a company operates on the basis of one of the options for a model charter, it can be found in the public domain.
- Certificate of state registration limited liability companies (if the LLC was created before 2017) or the Unified State Register of Legal Entities.
- Certificate of tax registration of the organization at the place of legal address.
- Establishment agreement. A few years ago, the founding agreement also referred to the constituent documents. But although now this is no longer the case, the obligation to conclude an agreement is established by Article 89 of the Civil Code of the Russian Federation and Article 11 of the Law "On LLC". The document is drawn up only if the company is registered by several founders. The sole proprietor does not need a founding agreement.
- List of participants. The list of participants contains up-to-date information on the composition of the company's owners. For each of them, the passport data (or the main registration data of the organization, if the participant is a legal entity), the size of the share in the authorized capital, the date of transfer of the share are indicated. And although this information is already available in other constituent documents, the law obliges to keep the list of participants.
- Extract from the Unified State Register of Legal Entities, which contains detailed information about the company, including the data of the participants, the distribution of shares in the authorized capital between them, types of economic activities, legal address, etc. A full statement is ordered from the tax office for a fee, but it can be replaced with a shorter version - information obtained from a free service FTS.
- A document confirming the appointment of the head (protocol or order). This is a very important document, without which it is impossible to conduct business transactions. If you do not make sure that the person acting on behalf of the LLC is its manager, the transactions made by him are considered null and void.
- Help with statistics codes. The certificate can be requested from the territorial department of Rosstat (then it will have an official seal) or printed from the official website of the department.
- Information about the presence of branches and separate subdivisions, if any.
Thus, the constituent documents are a kind of full passport of a limited liability company, and the attitude towards them should be appropriate.
Storage of constituent documents
The obligation to keep the documents of the LLC is established by law N 125-FZ of 22.10. 2004, and a specific list is given in the Order of the Ministry of Culture of the Russian Federation of August 25, 2010 N 558. And according to these regulations, the constituent documents of a legal entity must be kept permanently, even after its liquidation. Also, indefinitely, it is necessary to store accounting annual reports, personal files of the organization's leaders, issued licenses and certificates of conformity.
Of course, given the trend towards electronic document management, someday both this law and the order will become invalid. But so far, the head of the company is personally responsible for the safety of documents. When appointing a new director, the former must necessarily transfer to him the affairs, including the constituent documents.
If they are lost, then they must be restored. Registration documents issued by the Federal Tax Service Inspectorate can be obtained there. For the issuance of duplicates, a fee is charged from 200 to 800 rubles.
An extract from the Unified State Register of Legal Entities is not restored, but a new one is requested for a specific date. Internal documents of the organization, which do not have the seal of state bodies, are restored independently.
The creation of any legal entity is a process that consists of many stages. One of them is the preparation and drafting of constituent documents of CJSC, LLC, and so on. No organizational and legal form can do without these papers. Note that PIs are not required as such.
Let's finally figure out what these documents are, and why the organization cannot be registered without them.
The constituent documents of a CJSC are documents that spell out what kind of activity the organization will specialize in, as well as what rights the participants have, what contribution they made when creating, what rights they will have in the future. Legal entities cannot calmly and freely switch from one type of activity to another, since for this they first have to register all changes in their most important documents.
Article 52 of the Civil Code of our country states that the constituent documents are a charter, as well as an agreement on establishment. Note that in most cases the latter is not used or is used only during and then canceled. What does it usually indicate? It indicates how the participants in a legal entity should act at the time of establishment, what their duties and rights are.
It is important, by the way, to say that certain non-profit organizations use, instead of constituent documents, specific provisions that are common to institutions of their particular type.
Any constituent document must necessarily contain information that allows you to quickly determine which organization it belongs to. The point is that it should reflect information about the location of the organization, and so on. Generally, general requirements are imposed on these documents, but there are also special requirements for organizations engaged in specific activities.
In most cases constituent person- this is his charter. A memorandum of association may also be in effect with it.
In the founding agreement, for the most part, it is said precisely about the position of the participants themselves.
Lawyers will help you to correctly draw up the constituent documents, as well as correctly make any changes to them. Don't skimp on their services! After all, documents not drawn up according to the rules can become a source of many difficulties!
It is carried out after the submission of the constituent documents of the organization to the IFTS.
The list of forms obligatory for opening a company is established by law. The composition of information is determined by the founders within the framework of the Civil Code of the Russian Federation, the Tax Code of the Russian Federation, Federal Law of 08.02.1998 No. 14 "On LLC".
Based on the data of constituent documents in State Register() are made Basic information about LLC:
- Legal entity details.
- Information on shares and their distribution.
- Direction of activities.
- Information about the structure and the executive body.
In the documents of the founders, other important issues related to the conduct of activities are approved.
The composition of the information forms, with the exception of the passport data of the founders, is open for public access and can be obtained by ordering a paid one from the register.
Composition of information of constituent documents subject to registration in the Unified State Register of Legal Entities:
- When opening an organization.
- In case of changes.
- Upon reorganization or liquidation of a person.
Changes to the constituent forms are subject to registration within the terms established by law.
Full list of required documents for LLC
The list of documents submitted for registration did not change in 2016. The innovations touched notarization the composition of the participants and their shares.
Part obligatory constituent documents includes:
When preparing documents, the question often arises whether the constituent document is an agreement on establishment. The document is drawn up to regulate the main points of joint activities, is not a constituent document (clause 5 of article 11 of the Federal Law "On LLC") and is not submitted to the IFTS upon registration.
The procedure for the development, execution and registration of these documents
Constituent documents are developed before the opening of the organization and in a certain sequence.
Preparing a package of papers for registration begins with making a decision to open an LLC and entering it into the minutes - a document designed to record the decisions of the founders adopted or rejected.
Decision to open of a company is legally legal for registration of an LLC only with a full quorum and unanimous consent of the founders.
The IFTS presents minutes of founders with decisions:
The founders are one protocol(or the decision of the sole participant) with the inclusion of all data or draw up several documents of different content. The protocol regarding the composition of the founders and the distribution of shares must be signed in the presence of a notary.
Legalization of a protocol without a notary is provided by a quorum and signatures of all participants. On the use of a non-notarial method of document confirmation, it is necessary to have an appropriate footnote in the minutes and the Charter. Decision drawn up the only party, notarized is not required.
The main document of the company, The charter, is compiled by the founders according to standard samples, taking into account the individual characteristics of the enterprise. Document defines :
- The main details, further entered in the application for registration.
- The direction of activity and features of its conduct - the possibility of creating branches, licensing and other nuances.
- The composition of the management, the eligibility of the head and terms, his duties and rights.
- The presence of an audit body, its powers and reporting.
- Others individual characteristics conducting activities that do not contradict the legislation.
Application Form P11001 drawn up by a person authorized by the company. The applicant's signature is certified by a notary. The document indicates:
- Information about the company - name (short and full), location, contact phone number.
- Information about the founders with the indication of passport data.
- Information about the shares, the size of the authorized capital.
- Information about the manager and the person entitled to act on behalf of the company without (in standard version faces match). The information of the person's passport is entered.
- The method of obtaining ready-made forms after registration - certificates, extracts.
registration constituent documents are made for a fee. A receipt for payment of the fee is attached to the package of papers submitted for registration. Duty
charged for public services:
- Entering data about a person into the register of legal entities.
- Tax registration of the organization.
- Issuance of certificates, TIN, a copy of the Charter with a mark of the tax authority, a record sheet for the Unified State Register of Legal Entities.
The amount of the state duty in 2019 is 4,000 rubles. If there are several founders, the amount is paid by all founders in equal shares (Article 333.18 of the Tax Code of the Russian Federation).
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Form and content
The form of constituent documents depends on the type of document. Submit to the registering authority the following types papers.
Founders' minutes
The form of the document is arbitrary in compliance with the mandatory order of registration and structure.
In document indicated date, number, place of compilation, name (for example, Protocol on the appointment of a management body as a person acting without a power of attorney) composition of persons with passport data, appointment of a secretary.
Without fail described in detail subject of consideration and voting by name.
The minutes are signed by the persons participating in the meeting of founders.
The charter
The document is drawn up in 2 copies, absolutely identical in content and design.
The form contains several mandatory items: the details of the company, the rights and obligations of the participants, the governing body, the audit commission, the size of the authorized capital and distribution between the founders, the procedure for withdrawal. A well-drafted Charter provides legal protection for founders in the course of their business.
For the Charter, as one of the main constituent documents of an LLC, see the following video tutorial:
Statement
Form P11001 and the procedure for filling it out are approved by law. The document has a significant number of sheets filled in by the applicant for the intended purpose (registration, changes). The filling procedure is carried out in accordance with the abbreviations established in the Instructions.
Documents drawn up with errors, non-compliance with the norms of the law, are rejected by the registering authority. With each re-submission of documents, the state fee is paid. The tax authority pays special attention to information presented in a distorted form. The presence of false data is entered into the register.
How changes are made to the constituent documents of an LLC
Change of data of constituent documents must be entered in the register... The data is corrected by the registering authority of the Inspectorate of the Federal Tax Service on the basis of an application submitted on behalf of a legal entity and documents confirming the change of data.
Peculiarity making changes:
- When correcting the information available in the Charter, in addition to the application, you will need to submit a new version of the Charter or a list of changes made to the Charter.
- If the change concerns information that is not contained in the Charter (for example, the addition of new types), the correction of the data is carried out only by submitting an application.
Since 2016, the obligation has been established to notarize the alienation of the founders' shares. If the changes concern the withdrawal of the founder or the sale of part of the share, the application is notarized.
The rules for making changes are described in the following video material:
Recovery order
When lost of constituent documents, a legal entity can order a duplicate of certificates. In case of loss, simultaneously with the print documents, it is first restored.
For receiving documents required:
- Pay the state duty to the budget. The amount is 20% of the amount entered during registration.
- Draw up and submit to the IFTS an application indicating the name of the organization, OGRN and TIN of the enterprise and the date of entry into the register, the reasons for ordering duplicates (the main wording is due to their loss), the form of the required document.
- Power of attorney, if the application is submitted and duplicates are submitted by a representative.
If the receipt of a duplicate is drawn up by a person who has the right to act on behalf of the organization, a power of attorney will not be required.
The constituent documents of an LLC are business card enterprises, his passport. This "business package" is provided to almost all governing bodies, departments, financial and credit institutions. You will not be able to obtain any permits (licenses, certificates, certificates), open a bank account, receive financing, if you do not provide constituent documents on demand.
As a rule, the head of the enterprise is appointed responsible for the safety and competent maintenance of the constituent document flow.
2. The order on the appointment of the general director determines the person who will bear full responsibility for the legality of the establishment of the company and its functioning. In fact, general manager- This is the Applicant on behalf of the company in all institutions and departments, as well as a person authorized to conclude any contracts with counterparties. The order is drawn up on the basis of the Decision (Protocol) on the establishment of an LLC and has the same date. As a rule, the order for the appointment of the general director follows the first serial number.
3. The Articles of Association of the Company - the main legal document on the basis of which the Company operates. It is drawn up on the basis of Federal Law No. 14-FZ of February 08, 1998, therefore it cannot contradict it in any way. Chapters and articles of any Charter duplicate the content of this Law.
The Charter prescribes:
- the name of the enterprise (in Russian and, if desired, in any foreign and language of the peoples of the Russian Federation);
- legal address;
- the composition of the Founders of the company with the full passport data of each and the size of the shares;
- types of activities of the future enterprise;
- information about the funds;
- information about the audit commission;
- audit provisions;
- liquidation and bankruptcy procedure.
The pages of the Charter must be numbered, bound and signed and sealed.
4. The Memorandum of Association of the LLC is concluded between the Members of the Company, if their number is more than one. When the Participant is alone, problems, as a rule, do not arise. A person independently decides that he is going to create a business, most likely, he himself becomes a director, he himself maintains all business contacts, he himself is responsible for his actions, in which case. When there are two or more Participants, it becomes necessary to negotiate. And such moments are just spelled out in the Memorandum of Association. In addition, the Memorandum of Association specifies in detail in what shares each of the Founders belongs to the Company and what contribution he makes (in the form of money or a contribution in the form of property), as well as what share of responsibility is assigned to each of the Participants and how it will be expressed. in the future, if the company is liquidated. The Memorandum of Association also contains all the passport details of each Founder (with registration).
A sample of the Memorandum of Association LLC is available.
5. In addition to the Order on the appointment of the general director, the company may be required to request the Order on the appointment or assignment of the duties of the chief accountant. If the director of the enterprise is responsible for all decisions made, then the chief accountant is responsible for matters of a financial nature with him. Also, the accountant is responsible for the correct calculation of taxes, maintenance accounting, conducting settlements with contractors and employees of the enterprise.
This order can be drawn up after the registration of the enterprise.
6. The lease agreement, oddly enough, is included in the Constituent documents of the LLC in 2014. The absence of an agreement may serve as an excuse (in particular, they are very fond of this business in banks, when opening a current account) to deny you service if you do not provide them with a valid lease agreement for the premises or a Certificate that you own your own building. In fact, the lease is your registration document. If anything happens, they will come to the address indicated in this agreement to look for, check, etc. Therefore, you probably understand how important this document is for the registering and similar authorities.
7. Certificates INN, PSRN, statistics codes, extract from the Unified State Register of Legal Entities - these documents are created on the basis of the papers you submitted to the registering authority and are issued afterwards, certifying your existence as a full-fledged enterprise.
This is it - a considerable list of documents that any enterprise must acquire and treat it as carefully as possible (like its own passport).
CONSTITUTIONAL DOCUMENTS OF A LEGAL ENTITY
legal documents, which, along with legislation, are the legal basis for the activities of legal entities, their participation in civil circulation. U.d.y.l. - a necessary prerequisite for their occurrence.
As U.d.y.l. there may be a charter, a memorandum of association, and in cases stipulated by law - a general provision on organizations of this type (only for non-profit organizations).
Composition of constituent documents for different types legal entities are different. Clause 1 of Art. 52 of the Civil Code of the Russian Federation distinguishes in this regard three categories of such persons acting on the basis of: a) the charter (statutory legal entities); b) articles of association and articles of association (contractual and charter legal entities); c) only the memorandum of association (contractual legal entities). Statutory legal entities: joint stock companies, production and consumer cooperatives, state and municipal unitary enterprises, public and religious organizations(associations), funds. To the speaking-statutory legal entities are limited and additional liability companies, associations and unions. Founders (participants) of non-profit partnerships and autonomous non-profit organizations have the right to conclude a memorandum of association (the charter is mandatory for organizations of this type).
On the basis of only the memorandum of association, business partnerships- full and limited partnerships.
If a legal entity is created by one founder in accordance with the norms of the Civil Code of the Russian Federation, then it acts on the basis of the charter approved by this founder. ,
The charter is approved by the founders (participants). By its legal nature, it is a special local normative act that defines the legal status of a legal entity and regulates relations between it and its participants. The procedure for approval of the charter is determined by law: the charter of a production cooperative is approved general meeting its members (clause 1 of article 108 of the Civil Code of the Russian Federation), the charter of 000 - by all founders (clause 1 of article 89 of the Civil Code of the Russian Federation), the decision to approve the charter of a JSC is taken by the founders unanimously (article 9 of the Federal Law of the Russian Federation of December 26, 1995 No. 208-FZ "On joint stock companies"), the charter of a unitary enterprise based on the law economic management, approved by an authorized state body or local self-government body (clause 2 of article 114 of the Civil Code of the Russian Federation), the charter of a federal state enterprise - by the Government of the Russian Federation (clause 2 of article 115 of the Civil Code of the Russian Federation).
The conditions included in the UDL are determined by law. They can be divided into three groups: a) mandatory for all legal entities (provided for by the general mandatory provisions of the Civil Code of the Russian Federation, contained in clause 2 of article 52); b) mandatory for organizations of a certain type (provided for by special mandatory rules);
c) optional conditions that do not contradict the legislation, the inclusion of which in the UDJL. depends on the will of the founders.
As generally binding conditions, U.d.y.l. the legislation specifies "the name of the legal entity, its location, the procedure for managing the activities of the legal entity", as well as the subject and purpose of the activity for those legal entities. who, by law, have special (statutory) legal capacity (Art. 49 of the Civil Code of the Russian Federation). These include non-profit organizations, unitary enterprises and, in cases stipulated by law, other commercial organizations. The majority of commercial organizations with general legal capacity shall determine the subject and purpose of their activities in the UDL. do not have to.
The conditions, the inclusion of which in the constituent documents require special norms of the Civil Code of the Russian Federation and the norms of special laws, are very diverse. So. The Federal Law of the Russian Federation of December 26, 1995 No. 208-FZ "On Joint Stock Companies" obliges to stipulate in the charter of a joint stock company issues related to shares and the rights of shareholders.
The obligation to be included in the U.d. legal l. certain information may depend on the specific situation. For example, representative offices and branches must be indicated in the constituent documents of the legal entity that created them (part 3, clause 3, article 55 of the Civil Code of the Russian Federation), but not every l-it creates them.
For individual legal entities, by-laws have approved standard charters, for example, the standard charter of a state-owned plant (approved by the Government of the Russian Federation of August 12, 1994, No. 908). General provisions on organizations of this type should be distinguished from model charters, on the basis of which non-profit organizations can act in cases stipulated by law. If there is such general position development of individual U.d.y.l. not required.
The constituent documents are binding on the legal entity itself and for third parties entering into relations with this person. So, if his counterparty, making a transaction, knew or knowingly should have known that the powers of a person or body of this legal entity were limited by its constituent documents, but this person or body went beyond these restrictions, the transaction may be declared invalid by the court (Art. . 174GKRF). Changes in U.L.L. are entered in compliance with the procedure provided for by law and by the UDL themselves, and are subject to state registration. In some cases, the law establishes a notification procedure: for example, messages about changes in the charter of a JSC related to changes in information about its branches and representative offices are submitted to the state registration body in a notification procedure. For third parties, the changes take effect from the moment of state registration or notification of them. Clause 3 of Art. 52 of the Civil Code of the Russian Federation, however, provides that legal entities and their founders have no right to refer to the lack of registration of such changes in relations with third parties acting in view of these changes. This provision is aimed at protecting the interests of third parties (see also