What applies to the constituent documents of the organization. Constituent documents of a legal entity

The creation of any legal entity is a process consisting of many stages. One of them is the preparation and drawing up of constituent documents of CJSC, LLC, and so on. No organizational and legal form can do without these papers. Please note that individual entrepreneurs as such are not required.

Let's finally figure out what these documents are and why an organization cannot be registered without them.

The constituent documents of a closed joint stock company are documents that state what activities the organization will specialize in, as well as what rights the participants have, what contribution they made during creation, and what rights they will have in the future. Legal entities cannot calmly and freely switch from one type of activity to another, since to do 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 the charter, as well as the agreement on establishment. Note that the latter in most cases is not used or is used only during and then canceled. What does it usually indicate? It outlines how participants in a legal entity should act at the time of establishment, what responsibilities and rights they have.

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 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. These documents are subject to mainly general requirements, but there are also special requirements for organizations engaged in specific activities.

In most cases, the constituent entity is its charter. The memorandum of association may also apply together with it.

The memorandum of association, for the most part, speaks specifically about the position of the participants themselves.

Lawyers will help you draw up the constituent documents correctly, as well as make any changes to them correctly. Don't skimp on their services! After all, documents that are not drawn up according to the rules can become a source of many difficulties!

The basis on which companies operate are the constituent documents of the legal entity. The general norms of the law are described and specified in detail. The article examines in detail what these documents are, their content and the process of adoption and amendment.

general characteristics

Different legal entities have their own package of constituent documents. For example, LLCs, unions and associations operate on the basis of a charter and constituent agreement. For business partnerships, only a constituent agreement is required. The rest of the legal entities need a single agreement to carry out their activities: the charter.

The primary importance of documents shows how important they should be treated during registration. A legal entity is created after registration, which, in turn, implies the procedure for the registration body to adopt constituent documents.

Concept

Thus, the above-mentioned papers are the basis according to which the organization is registered and further functions.

The types of constituent documents of a legal entity are as follows:

Charter
Memorandum of association.
General provisions on such organizations.

Functions

Such documents are assigned the following functions:

representative;
internal.

The first implies bringing information about the characteristics of a particular company to the public, about its name, structure, location and everything that matters. This information, for example, is very important for those who enter into transactions with the organization.

The internal function is to regulate relations between the founders of the legal entity. persons, profit issues and so on.

Types of constituent documents for different organizations

Limited partnerships and general partnerships operate with just one memorandum of association.

Both the charter and the memorandum of association are necessary for the activities of additional and limited liability companies, as well as associations of legal entities.

The charter is the only necessary document for JSC, LLC and additional liability company (if they are created by one person), municipal and state unitary enterprises, consumer and production cooperatives, foundations, public associations, as well as non-profit partnerships, organizations and institutions.

At the same time, a number of these organizations in some cases draw up other constituent documents of a legal entity. For example, an NPO can also enter into a constituent agreement. At the same time, in cases established by law, these organizations can act on the basis of regulations. But for commercial structures such an assumption is not provided.

All constituent documents of a legal entity are drawn up in writing. They do not require notarized approval. Documents must contain at least all information that is necessary for the functioning of this type of organization, namely:

Name;
finding;
management form and other information required by law.

For each type of company, the Civil Code contains specific information that the constituent documents of the legal entity must reflect.

Thus, for organizations with special legal capacity it is necessary to include data on the subject and purpose of the activity. Commercial companies may provide this information, but are not required to do so.

Note that the subject is specific types of activities that an organization can carry out. The goal at the same time means achieving a result - commercial or non-commercial.

In addition to the information that documents must contain, they may contain various provisions that do not conflict with the law. These requirements are called optional.

Conditions for making changes

From the point of view of internal content, there may be the following changes that are made to the constituent documents of a legal entity:

charter - a statement that changes the legal status and regulates the relationship between participants and the organization itself;
a constituent agreement is an obligation that regulates the relations between the founders in the course of the organization’s activities.

All transformations must undergo a registration procedure. In this case, the necessary papers, as well as the application, are submitted to the appropriate registration authority. This condition must be observed by all organizations when making changes to the constituent documents of a legal entity, no matter what they are provided for by law.

For this purpose, the following are submitted to the registration authority:

statement;
decision on changes;
the changes themselves.

Registration of transformations will be carried out if the documents reflect the following information:

Name of the organization;
its shape;
information about participants or founders;
finding;
for joint stock companies - information about register holders;
changes in the amount of authorized capital;
succession;
change of the general director or his passport data;
information about branches;
any other changes.

Features of the procedure

Changes will be recorded within 5 working days. In this case, the registration authority informs about the entry no later than the deadline established by law for this procedure.

A change in the constituent documents of a legal entity for third parties comes into force from the moment they are notified of it.

Refusal to register may occur when not all necessary documents have been submitted, or if they are drawn up in inappropriate form. For example, originals must be submitted. If copies of the constituent documents of a legal entity are presented, they must be notarized.

Memorandum of association

The founding agreement is a transaction of a consensual, multilateral and compensated nature, which is made by the founders and regulates the relations of the participants, as well as the functioning of the organization.

The document is concluded between the founders, where the will of all is expressed. The paper is signed by each of the participants, in connection with which they receive certain rights and obligations.

Regardless of the form of organization, the memorandum of association must be drawn up in accordance with the following mandatory conditions:

it must contain information about the composition of the founders;
about the form of organization;
how the activity will be carried out;
on the transfer by founders of contributions to the organization’s property;
about the share of each founder;
about their participation in the functioning of the organization;
on the procedure for managing and leaving the legal entity.

For different organizations, more conditions of a significant nature may be provided. For example, for a general partnership it is necessary to provide information on the composition and size of the share capital, as well as on the liability of the partners for violation of duties. In a limited partnership there must be a condition regarding the amount of the partner’s contributions. For an LLC, information is reflected on the competence and composition of the management body, as well as on the procedure for making decisions.

Charter

For almost all organizations, a charter is necessary. Without it, it is impossible to create a legal entity. Constituent documents may also include the need for a memorandum of association. Companies with other organizational and legal forms carry out their activities exclusively in accordance with the charter. Usually the document is approved at the constituent or general meeting. With its entry into force, the organization is considered open and can carry out its activities.

According to legal scholars, the charter is a regulatory legal act of a corporate nature, which contains relevant norms. It is also considered as a normative act of a local nature, which determines the position of a legal entity and regulates relations between participants.

In order to determine the essence of the charter, it is necessary to consider which entities are its founders and how it was approved. Thus, if a legal entity is established by a public law entity, and its charter is approved by the competent government body of the Russian Federation, its subject or compulsory medical insurance, then the charter can be considered a by-law.

Essential conditions

Thus, the charter is a transaction signed by the founders or one of them, reflecting its terms.

Essential conditions can be qualified in the following order:

prescribed, which the legislator obliges to include;
imperative-defined, that is, necessary for execution;
dispositively determined, that is, those that can be changed by the founders;
initiative, meaning such conditions, the inclusion of which depends entirely on the will of the founders.

Procedure for adoption of the charter

Both the entire list of constituent documents of a legal entity and the charter itself must be in accordance with the law. The normative nature of the document is fully revealed because it contains a lot of imperatively defined conditions. In addition, as a transaction, the charter is similar to an accession agreement, since new participants who join a particular legal entity join the existing charter.

Unlike the constituent agreement discussed above, it is not concluded, but approved. Not all founders must sign the document, but only authorized persons. The charter comes into force when the registration of constituent documents of legal entities is completed.

According to some legal scholars, in developed countries the importance of the document invariably declines, since many aspects, even without it, are regulated by legal acts, and not by the rules that are formulated in it.

General position

This legal act indicates the status, activities and responsibility of a legal entity. The regulation on the organization is necessary for the functioning of NPOs at the municipal and state levels, which operate at the expense of budgetary funds. This procedure is regulated by Article 52 of the Civil Code. Branches of organizations, representative offices and departments also operate on this basis.

Such constituent documents of a legal entity are the following types of provisions on organizations:

typical;
approximate;
individual.

Standard and exemplary ones are developed by organizations that are engaged in similar types of activities. On their basis, individual documents are drawn up. They come into force after they are approved by a higher organization. There are no mandatory requirements for this type of document. But it may include the following chapters:

“General” (name, goals, subordination, seals, and so on).
“Tasks and functions” (main goals of activity and types of work for their implementation).
"Rights and obligations".
"Control".
"Relationship".
“Control and audit” (bodies carrying out these actions, frequency and procedure).
"Liquidation".

Conclusion

In conclusion, we can say that a legal entity is artificially created for some purposes that are achieved in the manner prescribed by law. The entire list (constituent documents of a legal entity) of securities must be registered in a certain order. Carrying out their external function, they convey to everyone information about the features of a particular organization, and thanks to the internal function, relationships develop between the founders that characterize their participation in the activity, as well as the distribution of profits and other issues.

The constituent documents of an enterprise are a set of documents in the form established by law, according to which the enterprise arises and acts as a subject of law. From the point of view of legal nature, constituent documents are local regulations, i.e. acts that acquire legal force due to their approval by one or more founders of the enterprise.

Constituent documents must contain obligations and information about the enterprise, without which they are considered to be such that they do not meet the requirements of the law. This is the data:

Name (plant, factory, workshop, etc.) and type of enterprise;

Indication of the owner (composition of founders, participants) and location of the enterprise;

The subject and entire activities of the enterprise;

Legal status of the enterprise. These are articles about the legal entity of an enterprise, about its property, about an independent balance sheet, current, currency and other bank accounts, about a brand name and sign for goods and services, about a seal with the name of the enterprise. If an enterprise has the right to issue securities, then this right also relates to the legal status of the enterprise;

On the composition of the enterprise's property: list of funds (fixed, current, other property, authorized capital, reserve fund, insurance fund, other funds);

The procedure for the formation of property; the procedure for distributing profits and covering expenses; - procedure for issuing shares (relative to a joint stock company). If the enterprise is not the owner of the property, an article is included stating that the property is assigned to it with the right of full economic management, operational management or lease;

On the list of management bodies of the enterprise, the procedure for their formation, competence;

About control bodies - supervisory board, audit commission (auditor);

On the procedure for terminating the activities of an enterprise: grounds;

The body that makes the decision to terminate; the procedure for the creation and work of the liquidation commission; terms of settlements with the budget and creditors; distribution of property that remains.

In the constituent documents of business companies, separate articles determine the procedure for making changes to the charter (by a higher body, by decision of 3/4 of the votes of shareholders who take part in the meeting, or unanimously).

This provision is related to the peculiarities of the enterprise’s activities:

on labor relations based on membership (collective enterprises, cooperatives), on the enterprise council (the procedure for its creation, composition, competence), on other bodies that exercise the powers of the work collective (work collective council, trade union committee).

To register a legal entity, the founders submit either the originals of the constituent documents or their notarized copies. A legal entity acts on the basis of a charter, or a constituent agreement and charter, or only a constituent agreement. In cases provided for by law, a legal entity that is not a commercial organization may act on the basis of the general regulations on organizations of this type.

The constituent agreement of a legal entity is concluded, and the charter is approved by its founders (participants). A legal entity created in accordance with this Code by one founder acts on the basis of a charter approved by this founder.

The constituent documents of a legal entity must define the name of the legal entity, its location, the procedure for managing the activities of the legal entity, and also contain other information provided by law for legal entities of the corresponding type. The constituent documents of non-profit organizations and unitary enterprises, and in cases provided for by law and other commercial organizations, must define the subject and goals of the activities of a legal entity. The subject and certain goals of the activities of a commercial organization may be provided for by the constituent documents even in cases where this is not mandatory by law.

It is also possible to include in the constituent documents the subject and purpose of the activities of a legal entity in cases where this is not mandatory by law. In this case, the founders voluntarily change the general legal capacity of the legal entity to special legal capacity.

In the constituent agreement, the founders undertake to create a legal entity, determine the procedure for joint activities for its creation, the conditions for transferring their property to it and participation in its activities. The agreement also determines the conditions and procedure for distributing profits and losses between participants, managing the activities of a legal entity, and the withdrawal of founders (participants) from its composition.

The constituent documents establish the legal status of a legal entity, defining the rights and obligations of its founders (participants) to the legal entity itself (internal relations), as well as expressing its legal capacity in relation to third parties (external relations).

The list of mandatory requirements included in the constituent documents of legal entities is supplemented by provisions provided for by laws for legal entities of the corresponding type. So, according to paragraph 3 of Art. 98 of the Civil Code, the charter of a joint-stock company, among such provisions, must include conditions on the categories of shares issued by the company, their nominal value and quantity; on the size of the authorized capital of the company; on the rights of shareholders; on the composition and competence of the company’s management bodies and the procedure for their decision-making, including on issues on which decisions are made unanimously or by a qualified majority of votes, and other conditions provided for by the Law on Joint-Stock Companies.

In addition to the above two types of provisions reflected in the constituent documents of legal entities by force of law, founders (participants) have the right to include relevant provisions in the constituent documents of legal entities at their own discretion, provided they do not contradict the law.

As the constituent documents of a legal entity, paragraph 1 of the commented article provides for a charter, or a constituent agreement and charter, or only a constituent agreement. Non-profit organizations in cases specified in the law (for example, primary trade union organizations - see Articles 3, 8 of the Law on Trade Unions) can act on the basis of general provisions on organizations of the corresponding type. It is also possible to create and operate a legal entity on the basis of an individual constituent document approved by an authorized body of state or municipal government. Finally, in accordance with Art. 7.1 of the Law on Non-Profit Organizations, when creating a state corporation established by virtue of federal law, the constituent documents provided for in the commented article are not required at all.

On the basis of the charter, joint-stock companies (Article 98 of the Civil Code), limited and additional liability companies created by one person (Articles 89, 95 of the Civil Code), state and municipal unitary enterprises (Article 113 of the Civil Code), production and consumer cooperatives (Article 108, 116 of the Civil Code), funds (Article 118 of the Civil Code), as well as public organizations (associations), non-profit partnerships and autonomous non-profit organizations, institutions (Article 14 of the Law on Non-Profit Organizations).

Associations of legal entities (associations and unions) operate on the basis of the constituent agreement and charter (Article 122 of the Civil Code). In the event of a discrepancy between the provisions of the constituent agreement and the provisions of the charter, the provisions of the company's charter shall prevail for third parties and participants of the company.

On the basis of the constituent agreement, general partnerships (Article 70 of the Civil Code) and limited partnerships (Article 83 of the Civil Code) operate.

When drawing up a constituent document and its state registration, it is important to comply with the basic requirements of the current Russian legislation for the constituent documents of a legal entity. This is, first of all, the correct content of the charter or memorandum of association. This article discusses only those requirements for the content of constituent documents that are important for the tax authority and which are necessarily checked by it, therefore more detailed information about the content of the charter or constituent agreement is not provided here.

Anticipating the frequently asked question about the advisability of taking these requirements into account in view of the fact that no one reads the charters at tax inspectorates anyway, let us explain: the state tax inspector is personally responsible for the registration actions he performs, so he not only reads the constituent document, but often also reads it in detail studies and verifies the information contained therein.

The title page of the constituent document must contain its name, for example, in capital letters the word “CHARTER” and the full name of the legal entity. Also in the upper right corner it is indicated by whom and when this charter was approved or the constituent agreement was concluded, for example, “Approved by decision of the owner No. 1 dated...”. At the bottom of the page the city and year of registration of this document are indicated.

Constituent documents must have their own internal structure, which may vary depending on the profile and organizational structure of a particular enterprise, but the general requirements are as follows. The first section is necessarily “General Provisions”, which indicates the full name of the legal entity and its legal form, short name and English transliteration of the name.

In the section on the owners (founders, participants) of a legal entity, their names with their organizational and legal form, OGRN and exact legal addresses of the legal entities - founders must be indicated. It should be borne in mind that, by virtue of Art. 88 of the Civil Code of the Russian Federation, the number of participants in a limited liability company should not exceed the limit established in clause 3 of Art. 7 of the Federal Law of February 8, 1998 N 14-FZ “On Limited Liability Companies”, i.e. should not be more than fifty. If the number of participants in the company exceeds the limit established by this paragraph, the company must be transformed within a year into an open joint-stock company or into a production cooperative, unless the number of its participants decreases to the limit established by the Law.

The section “Main objectives and types of activities” describes the goals and objectives for which the legal entity was created and the types of activities that it will carry out. Types of activities are indicated in accordance with the All-Russian Classifier of Types of Economic Activities (OKVED) Resolution of the State Standard of November 6, 2001 N 454-st "On the adoption and implementation of OKVED", which came into force on January 1, 2003 to replace the canceled All-Union Classifier branches of the national economy (OKONKH).

The section on the management bodies of a legal entity must indicate the executive body of the company and the name of the position of the person performing organizational, administrative and managerial functions and having the right to act on behalf of the legal entity without a power of attorney, the procedure for his election or appointment and the scope of his powers. If the presence of such advisory bodies as a board of trustees or others is provided for, then all its powers and other details are also described.

In the “Structure” section of a legal entity, it is important to fully indicate all existing branches, representative offices or subsidiaries, indicating their exact addresses, names, as well as their management bodies and powers.

In the “Property” section of a legal entity, it is necessary to indicate the form of ownership, the procedure for ownership and use, as well as the procedure for the distribution of income.

The constituent agreement of a legal entity is concluded, and the charter is approved by its founders (participants). On the last page of the constituent document the signature of the first persons of the founders and the seal are placed.

The constituent document, prepared taking into account the stated requirements and signed by the founders, must be bound and all its pages numbered. On the back of the last page, on a sticker placed over the fastening threads, the following entry should be made: “Stitched, laced and sealed with the seal of ... sheets.” Moreover, the number of sheets is indicated both in numbers and in words. The signatures of authorized persons and signatories of the constituent document and the seals of legal entities - founders are also placed here.

The activities of any legal entity require a certain package of documents that serve as documentary evidence of the existence of the organization. These documents are kept by the manager, and copies of them can be used when concluding contracts, participating in tenders, and making various transactions in relation to the organization itself.

List of constituent documents of a legal entity

Art. 52 of the Civil Code of the Russian Federation provides for a legal entity to have a single constituent document - a charter, which legal entities of any organizational and legal form must have, with the exception of a business partnership. For a business partnership, the legislation provides for a constituent agreement, the procedure for its execution and content is similar to the requirements for the charter.

The legislation does not provide for other constituent documents in 2016. But business practice includes the following:

minutes of the general meeting of founders on the creation of a legal entity;
minutes of the general meeting of founders on the appointment of a manager;
order for the appointment of a director.

Let us note once again that from the point of view of legislation, these are not constituent documents, but in communication with counterparties they can be designated as constituent documents.

Charter of a legal entity

The charter of a legal entity is the only document that regulates the activities of an organization from the purposes of creation to the procedure for liquidation. Despite the fact that it does not contain a direct indication of the decision, this document consolidates the will of the founders to create a legal entity and is a generalization of their proposals for organizing its management. The legislation does not limit the range of issues that can be included in the charter of a legal entity, but clearly defines the list of information that must be there. The charter of any legal entity must regulate the following issues:

The name of the legal entity is indicated in both full and abbreviated form, and, if available, in foreign languages;
Location information - the legal address of the company, that is, the location of its executive body; in 2016, it is allowed to indicate only the locality where the company is registered, for example, “Russian Federation, the city of Tver”;
Information on the size of the authorized capital - allows you to determine the limit of liability of the founders;
Rights and obligations of participants - this section allows you to clearly define what a legal entity can require from its participants and what rights they have when carrying out the activities of this legal entity;
The procedure for the withdrawal of a participant from the company – ensures the protection of the interests of the company’s participants during the alienation of shares;
Definition of management bodies - allows you to identify the management structure of a legal entity, the powers of management bodies;
The procedure for storing documentation of a legal entity establishes the responsibilities for ensuring the safety of documentation, as well as the rights of the founders to gain access to it.

The remaining items are introduced by the founders at their discretion. It is advisable, even at the stage of preparing the charter of a legal entity, for the founders to agree on all issues regarding its content, since further changes will entail the need for additional costs, both financial resources and time.

Advice: Currently, the legislation provides for the possibility of using a standard LLC charter, the form of which is approved by the authorized government body. This form does not contain information about a specific legal entity, therefore, any changes do not require their inclusion in the constituent documents. Also, when registering an LLC, it is not necessary to provide a standard charter to the tax authorities; it is sufficient only to indicate in the decision on creation that a standard charter will be used.

At the time of creation, the charter is printed in two copies, bound and sealed with the signatures of the founders. After which both copies are submitted with all other documents for registration of a legal entity. After registration, one copy is returned, certified by a tax official. From this moment on, the legal entity is considered registered and has the right to carry out its activities. The charter is kept by the head of the organization; if necessary, he can make copies of it.

Amendments to constituent documents

As a business develops, situations arise when it is necessary to make changes to the constituent documents, that is, to the charter of a legal entity. The legislation provides for the following cases when the charter must be amended:

Changing the size of the authorized capital;
Changing the name of a legal entity;
Changing types of activities - only if they are specifically named in the charter;
The emergence or liquidation of a branch - if they were or should be indicated in the charter.

To make changes, a decision must be made by the general meeting of founders to make certain changes, for example, to change the name, and to make corresponding changes to the charter. In addition, the founders can make other changes to the charter that they think are necessary. For example, they can decide to open a branch of their company there, and the existing charter does not contain provisions on branches and separate divisions. In this case, the founders hold a meeting and make a decision to amend the charter by including a section on branches of the legal entity.

Changes can be submitted to the tax authority either in the form of a sheet of changes or in the form of a new edition of the charter. The second option is more preferable since it eliminates the need to attach many additional papers to the charter confirming the changes.

Together with the new charter and the decision of the founders of the legal entity, a special application form No. P13001 is submitted to the tax authority to register the changes, which is certified by a notary. Making changes to the constituent documents requires payment of a state fee; in 2016, its amount is 800 rubles.

Restoration of constituent documents

In practice, sometimes there are situations when the constituent documents of a company are lost, in which case the activities of a legal entity may be at risk, since there is no documentary evidence that such a legal entity exists. In this case, the procedure depends on the circumstances of the loss. For example, if there is every reason to believe that documents have been stolen, then you should first contact the police. In all other cases, it is necessary to submit an application to the registration department of the tax service with a request to issue a duplicate of the charter. Within five working days from the date of application, the tax authorities will make a copy of the charter, which is kept in the file of the legal entity, and will issue it to the applicant. There is no need to explain the circumstances of the loss of constituent documents. There is also no liability for loss; you only need to pay a state fee for issuing a copy of the charter in the amount of 400 rubles.

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The constituent documents of a legal entity are the fundamental documents of its existence, therefore business owners should treat such documents with due attention. The charter of a legal entity will also be required in the event of a decision to terminate activities or exit the business. For example, a person planning to first look at the charter of a legal entity, and only then ask to provide it. The organization's charter must be worked out in the smallest detail. Nowadays you can easily find many draft charters, but for a successful business it is necessary to develop a charter for the specific characteristics of the company, taking into account possible development prospects. For example, when starting, you should predict possible options for further development, for example, opening a branch network, and take them into account in the company’s charter. As practice shows, the more carefully the charter is drawn up, the fewer problems of a corporate nature arise in the future, and business owners do not have to be distracted by resolving controversial situations in the company.

In contact with

The constituent documents of an LLC are the business card of the enterprise, its passport. This “business package” is provided to almost all government bodies, departments, and financial and credit institutions. You will not be able to obtain any permits (licenses, licenses, certificates), open a bank account, or receive financing if you do not provide the constituent documents upon request.

As a rule, the head of the enterprise is appointed responsible for the safety and proper maintenance of constituent documents.

2. The order for the appointment of the general director determines the person who will be fully responsible for the legality of the creation of the company and its functioning. In essence, the general director is the Applicant on behalf of the company in all institutions and departments, as well as a person authorized to conclude any agreements with counterparties. The order is drawn up on the basis of the Decision (Protocol) on the creation of an LLC and has the same date. As a rule, the order to appoint a general director follows the first serial number.

3. The Charter of the Company is 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 8, 1998, and therefore cannot contradict it in any way. Chapters and articles of any Charter duplicate the content of this Law.

The Charter states:

name of the enterprise (in Russian and, if desired, in any foreign language and the language of the peoples of the Russian Federation);
legal address;
composition of the Founders of the company with full passport details of each and the size of shares;
types of activities of the future enterprise;
information about funds;
information about the audit commission;
audit regulations;
liquidation and bankruptcy procedure.

The pages of the Charter must be numbered, bound and signed and sealed.

4. The founding agreement of an LLC is concluded between the Participants 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 conducts all business contacts, and he himself is responsible for his actions, if anything happens. When there are two or more Participants, there is a need to negotiate. And similar points are precisely spelled out in the Founding Agreement. In addition, the Memorandum of Association spells out in detail the shares in which 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, in the event of liquidation of the company. The Memorandum of Association also specifies all passport details of each Founder (with registration).

A sample of the Founding Agreement of an LLC is available.

5. In addition to the Order on the appointment of the general director, the company may be required to request an Order on the appointment or assignment of duties of the chief accountant. If the director of the enterprise is responsible for all decisions made, then the chief accountant is responsible together with him on financial issues. Also, the accountant is responsible for the correct calculation of taxes, accounting, and 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, was included in the LLC’s constituent documents in 2014. The absence of an agreement may serve as a reason (in particular, banks are very fond of this when opening a current account) to refuse service to you if you do not provide them with a valid lease agreement for the premises or a Certificate of ownership of your own building. In essence, a lease agreement is your “registration” document. If anything happens, they will come to the address indicated in this agreement to look for you, check you, etc. Therefore, you probably understand how important this document is for registration and similar authorities.

7. Certificates of TIN, OGRN, 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 registration authority and are issued after, certifying your existence as a full-fledged enterprise.

This is it - a considerable list of documents that any enterprise must acquire and treat it with the utmost care (as if it were its own passport).