Decision on the subsequent approval of a major transaction sample. Major Deal Approval Decision

The decision on a major transaction for an individual entrepreneur and the sole participant of an LLC First of all, it is worth emphasizing the fact that the current legislation of the Russian Federation (Article 66 No. 44-FZ) does not establish any requirements for an individual entrepreneur to provide a decision on a major transaction. In fact, the concept of "large transaction of an individual entrepreneur" does not exist in principle. Read more about major transactions for LLCs here. The need to issue a decision on the approval of a major transaction applies not only to an LLC, but also to:

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

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

Sample decision to approve a major transaction

Approve the conclusion of contracts (agreements) based on the results of the procedures for the procurement of goods, works, services carried out under the Law of 05.04.2013 No. 44-FZ "On the contract system in the field of procurement of goods, works, services to meet state and municipal needs", according to the Law of July 18, 2011 No. 223-FZ "On the procurement of goods, works, services by certain types of legal entities" and other types of procurement on behalf of the Limited Liability Company "".2. Approve the maximum possible amount of one major transaction for the conclusion of contracts (agreements) based on the results of the procurement procedures for goods, works, services, in the amount of 50,000,000 (Fifty million) rubles.

The sole participant of the Limited Liability Company "" "Full name" LLC SB "Aspect" does not guarantee full compliance of the materials with legal norms at the time of their viewing by the user.

Peculiarities of making a decision to approve a major transaction

Sample decision on the approval of a major transaction A decision on the approval of a major transaction is being prepared for accreditation on electronic platforms. Depending on the number of participants (founders) of a legal entity, a decision on a major transaction should be drawn up in different ways.
If there is only one founder, a decision of the sole participant of the company is being prepared, if there are several founders, a protocol for approving a major transaction. We bring to your attention a sample decision on a major transaction of a single member of the company.

DECISION No. of the Sole Member of the Limited Liability Company "" Moscow 2014 I am a citizen of the Russian Federation "full name", "date of birth", having a passport issued by "date of issue", subdivision code, being the sole member of the Limited Liability Company "", DECIDED: 1.

Checking the decision to approve a major deal

Information must also be included in the second part of the application, if required by law or constituent documents, and also when both the provision of the contract or application, and the contract itself will be large for the participant. In the absence of this information, the candidate may be rejected at any stage before the conclusion of the contract.

The auction commission of the customer is responsible for verifying the data (clause 1, part 6, article 69 No. 44 of the Federal Law). It is important to note that individual entrepreneurs, unlike LLC, are not legal entities.

Therefore, they are exempted from the obligation to submit such a document for accreditation at the ETP. Approval of a major transaction by the sole founder of LLCs, in which there is only one founder who acts as the sole executive body, are not required to draw up such a document (p.

7 art. 46 No. 14-FZ). At the same time, in paragraph 8 of Part 2 of Art.

Decision to approve a major transaction sample form

The decision to approve or make a major transaction for an individual entrepreneur may be required by the organizers of electronic auctions. This document must be submitted by all participants placing orders on the site.

However, the legislation of the Russian Federation establishes a number of rules that allow individual entrepreneurs to avoid this procedure and their rights are protected. The article explains why individual entrepreneurs have preferences, and how decisions should be submitted to organizations.

Sole Proprietor Solution Should an individual entrepreneur fill out the same documents as an organization if they want to trade at an auction in electronic form? To participate in electronic trading, everyone is accredited to the trading platform. Obligations for registration are assigned to the operator of such a site, which accepts the established package of documents and checks them for compliance with the requirements of the law.

Sample decision to approve a major transaction for a sole proprietorship

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• Decree of the Plenum of the Supreme Arbitration Court of the Russian Federation of May 16, 2014 N 28 “On Certain Issues Related to Challenging Major Transactions and Related Party Transactions”
• Federal Law No. 44-FZ of 05.04.2013 “On the contract system in the field of procurement of goods, works, services to meet state and municipal needs”

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Decision on approval of a major transaction in LLC (sample)

To protect the shareholders of the company, and in the case of an LLC, the members of the company from unfair or imprudent actions of the head, the legislator established a requirement for approval (obtaining consent to commit) major transactions by the company. What is a big deal? Law No. 208-FZ "On Joint Stock Companies" and Law No. 14-FZ "On Limited Liability Companies" establish the following criteria for classifying a transaction as a major one.

1. If it goes beyond the normal business activities, for example:

• not accepted in the activities of the company or other companies that have assets of similar size and turnover volumes (p.

Decree of the Plenum of the Supreme Arbitration Court of the Russian Federation dated May 16, 2014 N 28);

• leading to the termination of the activity of the organization, a change in its type or a significant change in its scale.

2. If its nature is related to:

• acquisition or alienation of property (for example, purchase and sale, loan, credit, exchange);
• the possibility of alienating property directly or indirectly (for example, pledge, guarantee);
• transfer of property for temporary possession and (or) use (for example, rent);
• granting the right to use the results of intellectual activity or means of individualization under a license.

If the value of the property under the transaction is 25% or more of the book value of the assets. The value of the property in this case is determined on the basis of its nature and may be determined by the price, market value or book value of the property.

Why and when it is necessary For a budgetary organization that acts as a purchase orderer, it is important to know that the proposals received during the procedure are agreed with the executive bodies of the supplier (meeting of founders, board of directors, etc.). This requirement is due to the fact that it is important for the customer to understand that a major transaction that is outside the scope of normal business activities will not lead the contractor to bankruptcy and disruption of the state contract.

Attention

In simple terms, the budget organization needs confirmation that the participant can fulfill the expensive contract. Approval is also required for transactions made within the framework of business activities adopted by the charter.

Decision on approval of a major transaction for individual entrepreneur sample download

For more information on the preparation of organization documents, see the material Drawing up the charter of an LLC with a board of directors - sample 2016. Qualifying signs of a major transaction are:

1. The price of property, determined by the ratio of book or market value.
2. Exceeding the limits of ordinary economic activity (para.

   1, 8 art. 46 of Law No. 14-

   FZ) (i.e. lack of connection with the purchase of raw materials, the sale of goods, the payment of lease payments, etc., if the work of the organization does not change and does not end, current transactions of this kind do not need additional approval, see the decision of the AC MO dated November 28, 2016 No. F05-17701 / 2016 in case No. A40-196898 / 2015).

A major transaction means not only buying and selling, but also rent, loans, and other types of use. This applies not only to things, but also to the results of intellectual activity.

State employees, in turn, are burdened with additional obligations to the state, which means that the execution and execution of a major transaction is somewhat different from the algorithm for commercial structures. But how to approve a major deal in a public institution?

The first difference is the determination of the size of the transaction, that is, the calculation of the maximum amount, starting from which, the purchase will no longer belong to a simple category, but to a major transaction. For state employees, specific volumes are determined. Thus, a large one is recognized as the one whose value exceeds 10% of the book value of the property and assets of the institution, and its key content is the disposal of funds, the transfer of property (assets) for use or on bail, or the complete alienation of assets, property.

Pay attention to two key conditions:

1. Not only a single purchase can be recognized as large, but also several interconnected ones at once.
2. The cost limit may be lower if such a condition was specified in the constituent documents of a budgetary institution.

The book value of the assets and therefore the 10% threshold for the value of a major transaction for each institution are determined on a case-by-case basis. The data are generated on the basis of the institution's annual financial statements for the previous year (account balance sheet data - line 410 column 10 f. 0503730).

So, for example, the book value of assets at the reporting date may be 500,000 rubles, and therefore, for this institution, any contract worth 50,000.01 rubles or more will be considered a major contract. In other words, such an organization will have to coordinate literally every step with the founder.

If the operation meets the requirements specified above, then its commission is impossible without the appropriate approval from the founder. This is the second exceptional feature for state employees.

So, in order to obtain approval, you will need to send the appropriate package of documents to the address of the body exercising the functions and powers of the founder. Please note that this body must be endowed with appropriate powers, otherwise it will be necessary to redirect the application for approval to higher structures.

Why and when a document is needed

It is important for a budgetary organization that acts as a purchase orderer to know that the proposals received during the procedure are agreed with the executive bodies of the supplier (meeting of founders, board of directors, etc.). This requirement is due to the fact that it is important for the customer to understand that a major transaction that is outside the scope of normal business activities will not lead the contractor to bankruptcy and disruption of the state contract. In simple terms, the budget organization needs confirmation that the participant can fulfill the expensive contract.

Approval is also required for contracts entered into within the framework of business activities adopted by the charter. As a rule, it contains a limit on the amount. The maximum amount of such a transaction is not limited by law, but the owner must have an understanding of its limit.

The supplier provides a decision on the approval of transactions on electronic platforms as part of the main package of documents at the stage of registration and obtaining the status of an accredited company. To check whether the document meets the requirements, a sample decision on approval under 44-FZ will help. At the end of the article you will find some examples for various organizations.

How to write an approval

The founder has the right to establish a different procedure for the coordination and approval of major transactions in relation to his subordinate institutions. Below is an algorithm that applies to a budgetary institution subordinate to the Judicial Department under the RF Armed Forces.

The decision to approve a major transaction is made only by a special commission. To consider the issue of approval, the institution must send an application drawn up in a certain form (the form is approved by the representative of the founder).

The application must contain the following mandatory details:

1. Subject, purpose, type, as well as the amount (all positions are required).
2. The expected date of the conclusion of one or more related transactions.
3. The term for the fulfillment of the terms of a contract or several contracts by the parties.
4. Sources of funding, as well as associated costs for its implementation.
5. Security, if there is such a condition in the contract.
6. The list of property objects that will be transferred as collateral. The book value of such property at the reporting date is indicated.
7. The order in which the counterparty or counterparties for related agreements and contracts will be selected. For example, a direct contract or competitive procedures.
8. The name and registration data of the prospective counterparty, which must be specified in the application based on the data on the conducted market monitoring.
9. Other terms of the contract, if any.
10. The total volume of accounts payable and receivable as of the date of the application, including taxes, contributions, fees and other payments to the budget system.
11. The carrying value of the assets of a budgetary institution as of the last reporting date.

The prepared application must be signed by the head of the budgetary institution, as well as the chief accountant or another person who is entrusted with these powers. The finished document is sealed with the official seal of the organization.

The institution is required to provide supporting documents along with the application. These include:

• feasibility study;
• draft agreement on the implementation of a major transaction;
• motivated justification of the counterparty selected on the basis of the market analysis;
• report on the assessment of the market value of the property (not older than 3 months from the date of approval of the report).

The commission considers the received package of documents within 30 days. Please note that commission representatives have the right to request additional documentation and justification to confirm the circumstances and conditions.

The decision of the special commission may be not only the approval or refusal of a major transaction, but also other options. For example, an indication of a change in the essential terms of the contract, and so on.

After 10 days from the date of execution of the contract, the institution must report to the founder in the prescribed form.

For conducting a major transaction in violation of the procedure approved by the founder in relation to their subordinate institutions, the head of the institution shall be liable. In addition, such a transaction may be invalidated.

For example, if the budgetary organization "Museum" concludes an agreement for the supply of equipment for 10 million rubles, and the book value of the museum's assets is 20 million rubles, then the founder has the right to invalidate the agreement.

Please note that the institution has the right to independently declare the transaction invalid in such a situation. However, according to the norms of the current legislation, the parties to an invalid transaction are obliged to return or reimburse all assets, money and property transferred during the performance of the terms of the contract.

How to check the document received from the supplier

Most often, state employees and state organizations organize purchases, and do not participate in them. Therefore, it is useful to know how to check the decision to approve a major transaction.

Checking the criteria

For companies, joint-stock or limited liability companies, the criteria for processing documents for approving the terms of the contract are determined. If there is only one participant in the constituent documents of the company, then a sample decision of the sole participant on the approval of a major transaction is drawn up with his signature. If the company has more than two founders, then the issue is resolved at an extraordinary meeting, at the end of which a protocol is drawn up. Download a sample protocol for approving a major transaction of LLC 2 founders at the end of the article.

At the legislative level, these documents are regulated by Federal Laws:

1. For limited liability companies, Federal Law No. 14-FZ of February 8, 1998 (Federal Law “On LLC”) applies, it contains information about which body of the company is authorized to issue such an opinion.
2. For joint-stock companies, the Federal Law “On Joint-Stock Companies” No. 208 dated December 31, 2005 applies.

We draw special attention to the fact that in accordance with the Federal Law "On LLC", if in a company the sole participant acts as an executive body, it is not necessary for him to make a decision on the approval of a major transaction of the sole founder. At the same time, during accreditation, he must provide an information letter or a conclusion that, within the framework of the law, the contract is not significant for him.

Checking form and content

Article 181.2 of the Civil Code discloses the requirements for the content of such documents. Sample decision on approval or on the conclusion of a major transaction in accordance with paragraph 4 of part 5 of Art. 66 of Federal Law No. 44-FZ or, in other words, the decision to approve or conclude transactions based on the results of electronic auctions on behalf of a procurement participant - a legal entity, indicating information on the maximum amount of one such transaction, is not legally approved. You should check that it contains.

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

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

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

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

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

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

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

Decision to approve a major transaction for an LLC

• for a future deal
• for the completed deal.

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

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

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

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

The price is determined based on the following indicators:

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

Approval of a major deal (video)

In accordance with the requirement of Article 51 of Law No. 44-FZ (part 2, clause 1, subparagraph “e”), an application for participation in a tender in certain cases must contain decision to approve a major transaction. This document must be attached when such a decision is required by law or the constituent documents of the participant. In this case, both the cost of the transaction itself, that is, the supply of goods, the provision of services or the performance of work, and the amount of security for the application or contract are assessed.

In the absence of a decision to approve a major transaction in the event that it should be presented, the contracting authority may reject the participant's application. When should suppliers and contractors submit such a decision? What needs to be checked by the customer in order not to groundlessly reject the application? Let's consider these questions in more detail.

What is the big deal

The conditions for recognizing a transaction as a major one are established by law and differ depending on the type of legal entity. It is worth noting that, regardless of the type of organization, not only one operation, but also several interconnected ones can be classified as large transactions.

Registration in ERUZ EIS

From January 1, 2019 to participate in trading under 44-FZ, 223-FZ and 615-PP registration required in the ERUZ register (Unified Register of Procurement Participants) on the EIS (Unified Information System) portal in the field of procurement zakupki.gov.ru.

We provide a service for registration in the ERUZ in the EIS:

For a budgetary institution (BU) a large transaction is considered, the price of which exceeds 10% of the book value of assets as of the last reporting date. Such a transaction can be carried out only with the permission of the body that has the powers and functions of the founder of the BU. Such a requirement is established by paragraph 13 of Article 9.2 of Law No. 7-FZ “On Non-Commercial Organizations”.

And here for unitary enterprises a big deal is a deal worth from 5 million rubles . This rule is established by Part 1 of Article 23 of Law No. 161-FZ “On State and Municipal Unitary Enterprises”. The owner of the property of the SUE or MUP must approve a major transaction on the basis of part 3 of this article.

For joint-stock companies (JSC) and limited liability companies (LLC) big deal is 25% or more of the value of the LLC's property or JSC's assets . The cost of property (assets) is determined according to the financial statements for the last reporting period. The legislative act establishing the conditions for recognizing a transaction as a major one for joint-stock companies is Law No. 208-FZ, and for limited liability companies - Law No. 14-FZ. Note that the charters of JSC and LLC may provide for other sizes and conditions for recognizing a transaction as a major.

With regard to joint-stock companies and LLC, the legislation makes a reservation - large transactions are not considered transactions made in the course of the ordinary business activities of companies . Because of this, the question of recognizing a transaction as a major one does not always have an unambiguous answer for them.

Major deal approval

Approval of a major transaction of a joint-stock company in accordance with Article 79 of Law No. 208-FZ is accepted board of directors (supervisory board) or general meeting of shareholders.

The decision regarding major LLC transactions must be made general meeting of participants(Article 46 of Law No. 14-FZ). At the same time, a company consisting of one participant who is the sole executive body, on the basis of paragraph 1 of part 9 of this article, is not required to submit a decision on the approval of a major transaction.

Position of officials and courts

The Ministry of Economic Development and the Federal Antimonopoly Service believe that rejecting an application on the basis of the absence of a decision to approve a major transaction is illegal.

If there is no such decision in the documents, it means that the transaction is not major for the participant. At the same time, Law No. 44-FZ does not require suppliers and contractors to document the fact that the transaction for them does not belong to the category of large ones. This position is supported by the majority of arbitration courts.

However, with regard to non-profit organizations or unitary enterprises jurisprudence suggests that the rejection of the application on the basis indicated is often legitimate. In this case, the law clearly stipulates the criteria for a transaction that is recognized as a major transaction for these organizations. And if, going to participate in such, the State Unitary Enterprise, Municipal Unitary Enterprise or a budgetary institution does not apply its approval, then this is a violation of the law.

How to be a customer and a participant?

Before rejecting a bidder's application on the basis of a failure to approve a major transaction, the tender committee should check the following:

• whether such a requirement is established by law for this type of organization;
• whether the amount of the transaction is really large for the participant.

If from the constituent documents of JSC or LLC it is impossible clearly establish whether or not the transaction relates to their normal business activities, then on the basis of the absence of a decision on its approval rejection is not recommended.. In this case, the participant with a high degree of probability can cancel the decision of the competition commission through the FAS or the court.

To avoid such situations, participants can be advised only one thing - to attach the specified solution to the documentation. This is faster and more efficient than facing rejection of the application and challenging the decision of the competition commission. When referring a transaction to the category of large, unitary and budgetary organizations should be guided by its size, and commercial organizations should also take into account the fact whether the operation is normal for their business activities or not.

The decision on the approval of a major transaction sample is the very document required for accreditation on most trading platforms, both on public electronic trading platforms and on commercial ones. Also, in the auction documentation there is a requirement to have a document in the second part of the application, the decision to approve a major transaction, may be an integral part of the application for participation in the tender.

1. Decision on approval of a major transaction of the sole member of the company

Solution #___

Sole member of the Limited Liability Company

"Society"

The sole member of the Limited Liability Company "Society", a citizen of the Russian Federation Ivanov Ivan Ivanovich decided:

1. Approve transactions made on behalf of Romashkin Dom Limited Liability Company based on the results of electronic auctions held on the MICEX electronic trading platforms Goszakupki (etp-micex.ru), CJSC Sberbank-AST (sberbank-ast.ru) ), RTS-tender LLC (rts-tender.ru), United Electronic Trading Platform JSC (roseltorg.ru), State Unitary Enterprise Agency for the State Order of the Republic of Tatarstan (zakazrf.ru).
2. The maximum amount of one such transaction shall not exceed 100,000,000 (one hundred million) rubles.

Founder of LLC "Society" ________________ Ivanov I.I.

2. Decision to approve a major transaction of the general meeting of the company

DECISION # _____

Extraordinary General Meeting of Participants of the Limited Liability Company (full name of the legal entity) on the issue of approval of major transactions

____________ "__" _______ 20__

Date of the Extraordinary General Meeting: __________________________________________.

Venue of the meeting: __________________________________________________________.

Start time of registration of meeting participants: ___________________________________________.

Deadline for registration of meeting participants: ____________________________________________.

The meeting is open: _________________.

Meeting closed: __________________.

Registered for participation in the general meeting of _________ members of the company, which is ______ votes. There is a quorum for holding an extraordinary General Meeting of Participants. The meeting has the right to take decisions on the issues on the agenda.

Chairman of meeting ______________________________________________________________

Secretary of the meeting ________________________________________________________________

Agenda:

1. Approval of a major deal.

On the issue of approving and making major transactions, we listened to

with an offer to approve and make large transactions on behalf of

________________________________________________________________________________

(full name of the legal entity)

according to the results of auctions in electronic form held on the MICEX electronic trading platforms "State Purchases" (etp-micex.ru), CJSC "Sberbank - AST" (sberbank-ast.ru), LLC "RTS-tender" (rts-tender.ru) ), JSC "Single Electronic Trading Platform" (roseltorg.ru), State Unitary Enterprise "Agency for the State Order of the Republic of Tatarstan" (zakazrf.ru). The maximum amount of one such transaction should not exceed

________________________________________________________________________________

(amount in words and numbers)

Decision is made.

Resolved:

Approve transactions on behalf of the Limited Liability Company

(full name of the legal entity) concluded based on the results of auctions in electronic form held on the electronic trading platforms of the MICEX "State Purchases", CJSC "Sberbank - AST", LLC "RTS-tender", JSC "Unified Electronic Trading Platform", State Unitary Enterprise "Agency under the state order of the Republic of Tatarstan. The maximum amount of one such transaction should not exceed _______________________________________________________________________________.

(amount in words and figures).

The item on the agenda of the Extraordinary General Meeting of Participants of the Limited Liability Company (full name of the legal entity) was considered.

Member signatures:

___________________/__________________/

Chairman of meeting: ___________________/________________/