The decision of the founders on the appointment of a director sample. We appoint the director of LLC with the right decision

Starting to create an LLC, first of all, you should take care of documenting the decision to establish a limited liability company. The legislation of the Russian Federation provides for a list of necessary documents, including the decision of the sole participant, the minutes of the general meeting of the founders and the order on the appointment of the director. These papers must be submitted to the tax authority at the place of registration of the company.

LLC registration: list of documents

To establish a company, documents according to the list below are submitted to the tax service.

Application form 11001

Notarization is not required if all the founders come to submit the application at once. If the LLC is registered by power of attorney or with the help of a notary office, then the application will have to be notarized. Otherwise, the founders fill out each of their forms "Sheet H" (can be filled out using free online servers, they minimize errors when filling out).

The decision of the founder of the company

Served if the LLC is registered by a single founder. Notarization of the document is not required.

Holding a meeting and making minutes

The minutes of all meetings of the society are filed in one folder. It is possible that the participants of the company will need extracts from these documents (extracts are certified by the general director).

It is not necessary to notarize the minutes of the meeting in the following cases:

All LLC members sign the document. Or a part of the participants (if it is fixed in the charter of the company);
fixing the decision-making procedure with the help of technical means (audio and video recording);
other methods permitted by the law of the Russian Federation.

The above methods must be displayed in the Charter of the company or in an additional decision.

There are still exceptions to this rule.

It is obligatory to notarize the protocol on the increase in the authorized capital of the LLC. This is spelled out in the Federal Law of the Russian Federation "On the increase in the authorized capital", article 17 part 3.

How to draw up a founders' agreement

The agreement determines the procedure for conducting joint activities of the company's participants. The signature is put by all the founders of the LLC.

The founding agreement includes the following items:

the total amount of the authorized capital of the LLC;
the size and estimated value of the contribution of each participant;
terms of payment for the shares of each of their participants (procedure, terms).

The contract itself does not need to be notarized. In the event of the withdrawal of participants from the LLC, a notarized copy of the agreement of the founders on the creation of the LLC will be required. Together with a copy, the participant leaving the LLC will need an extract from the Unified State Register of Legal Entities. It contains data on the size and value of a particular share.

LLC charter sample

Law of the Russian Federation "On LLC" dated 02.08.1998, as amended. and additional (relevant in 2017) mandatory sections of the document are provided. If the general meeting of founders in the minutes confirms the authenticity of the charter of the LLC being created, then notarization is not necessary. With the consent of all owners, you can go through the procedure of notarizing the document. Since 2016, it has become possible to register an LLC on the basis of a model charter.

The charter must be drawn up in duplicate, it can be certified by the general director of the LLC. On the last page of the numbered, laced and sealed document, the signature is made: “The copy is correct. CEO. Signature. Full name. The date".

Since 2014, it is possible to certify a copy of the charter in the tax authority. The registration procedure takes up to five working days. For an additional fee, the certification period will be reduced.

Notarization of documents

The notarial service for certifying a copy of the charter is still relevant. You will need a passport and two copies of the charter. The notary will independently bind and stitch the documents.

Legal entity as founder of LLC

Not only individuals can create an LLC. Various combinations are allowed: legal entities and individuals, only legal entities. When there is a legal entity among the founders of the LLC, the standard list of required documents is supplemented by the following papers.

The charter of the legal entity that acts as the founder of the LLC (a copy of the charter is notarized).
Agreements of the founders of a legal entity (notarized copies).
A copy of the minutes of the meeting of the founders of the legal entity on joining the new LLC.
Protocol of the founders, confirmation of the authority of the general director of the legal entity, which is part of the founders of the new LLC (+ copy of the general director's passport).
Extract from the Unified State Register of Legal Entities (notarized).
Certificate issued by the Unified State Register of Legal Entities (its copy), a copy of the data on the appointment of the PSRN to the legal entity - founder.
Copies of certificates from the tax service on registration and assignment of TIN (notarized).

If the founders are citizens or legal entities of another state

Documents for registration of LLC of foreign citizens and legal entities are notarized translated. Apostille also takes place.

Apostille (fr. Apostille) is an international standardized form for filling in information about the legality of a document for presentation in the territory of countries that recognize this form of legalization.

Instead of money - a property contribution

Based on the provisions set out in Article 15 of the Federal Law “On LLC”, a property contribution to the charter capital of an LLC is allowed. In this case, it is worth providing property documents for the property being brought in (checks, coupons, receipts, warranty cards, invoices, registration certificates, a notary certificate - that is, everything that confirms the presence and ownership of the property.

The contributed property is evaluated at the general meeting of the founders with the execution of the protocol. An expert opinion with an official opinion is welcome.

The property contributed to the LLC is formalized by the relevant act.

What is the difference between the founder of an LLC and its member

The founder is the founder of the LLC (individual, legal entity). Solves all organizational issues related to the registration of the organization. From the moment of official registration of an LLC, all founders are called members of the company.

New members can join the LLC. This happens in such cases:

personal contribution to the capital of the LLC;
purchase, receiving as a gift, inheritance of a share.

There are changes in the composition of the participants - this is a reason to amend the Charter. The presence of one participant is mandatory.

Meeting minutes: registration rules

The pages of the protocol are stapled together, the chairman of the meeting puts his signature at the place of stitching. 2 copies of the protocol are issued.

Shelf life - the entire period of existence of the LLC. Therefore, the following requirements are imposed on their accounting and registration:

Text is printed on only one side of the paper.
Mandatory protocol numbering. Protocol numbers are written as follows: 01, 02 - 09, 10, etc.
All protocols are stored in a single folder, or collected in folders according to years of imprisonment.
Within three days, the minutes of the meeting must be drawn up in accordance with the rules.

Table: who should draw up and sign the protocol

Do I need a stamp on the protocol

At the initial stage of the creation of an LLC, there is no seal. And therefore it is not put. Subsequently, when the company acquires a seal, it is allowed to put it on the protocol.

Data for drawing up the minutes of the meeting:

date and place of the event;
personal data of each meeting participant;
list of issues discussed;
the result of the vote;
information about persons who voted "against" or abstained.

Absentee voting to enter information into the protocol

The law of the Russian Federation does not prohibit such absentee voting. The minutes of the meeting shall contain information about the persons who voted early. The date and results of absentee voting are indicated.

A protocol is drawn up in accordance with the requirements of Article 181 of the Civil Code of the Russian Federation.

Meeting minutes sections

Protocol header.
Date, time and place of the event.
List of members (founders, invited persons). If there are more than 15 founders, an annex to the protocol is drawn up with a full listing of the composition.
Information about the elected chairman and secretary of the meeting.
All information about the agenda of the meeting must begin with "about ...". Reference to the meeting agenda itself is not allowed.
Briefly describe the essence of each item on the agenda of the meeting. A solution is provided for each question.
Voting results for each item.
A conclusion is written for each item on the agenda.

Registration of the minutes of the meeting of the founders of the LLC

Registration of the decision of the sole founder of the LLC

Suppose the founder in a single person registers an LLC. In this case, no meeting of founders is needed, and the founder draws up a decision (Federal Law N 14-FZ "On Limited Liability Companies" - relevant in 2017).

What are the points contained in the decision of the founder

Document number, date, place of drawing up the decision.
It is indicated that the founder (full name) decided to create an LLC (name of organization).
Information about the location of the organization (legal address).
Data on the authorized capital (size, terms of payment). The size of the authorized capital of an LLC is at least 10 thousand rubles (relevant in 2016). When opening a bookmaker's office, providing insurance services, issuing loans for various needs, producing alcoholic beverages - in this case, the lower threshold of the authorized capital will be much higher.

“The minimum amount of the authorized capital of an organizer of gambling in a bookmaker's office or sweepstakes is set at 100 million rubles. Only monetary funds can be contributed to the payment of such authorized capital. Borrowed funds cannot be used to form such authorized capital.

Law FZ No. 244 of December 21, 2006. Up-to-date in 2016

On the approval of the Charter of the company.
Appointment of the head of the LLC.

An example of registration of the decision of the founder of the LLC is given below.

Decision on the appointment of the CEO

The decision on the appointment of the head is made by the founders of the LLC. However, there is a significant difference in execution: one founder - a decision is drawn up, a group of founders - a meeting protocol is drawn up.

There is only one founder - we are preparing a solution

The founder can independently perform the duties of the general director, which is indicated in the decision. Information about the appointed general director of an LLC is submitted to the tax service for entering information into the Unified State Register of Legal Entities (FZ 129 article 5, relevant in 2016).

Group of founders - draw up the minutes of the general meeting

In the minutes of the general meeting of founders, a decision is made on the appointment of the general director of the LLC. The appointed general director may be from among the founders of the LLC. The protocol is notarized for submission to the tax service.

Currently, the creation of an LLC for a novice entrepreneur is not particularly difficult. All that is required to start is a clear algorithm for compiling, registering and submitting documents. The LLC organization allows both a group of entrepreneurs and a sole founder to work and profit from activities.

Samples of agreements, contracts,

Sample applications, appeals,

Congratulations, toasts, recipes

The mandatory document included in the set upon submission to the registering authority, when creating a new Limited Liability Company, is the Minutes of the General Meeting of Founders.

This protocol contains all the information about the newly created legal entity and must contain:

1. place and date of the General Meeting of Participants

2. list of participants with their details

3. list of issues under consideration.

The decision to establish an LLC

Decision to approve the Charter

Decision on the conclusion of the Agreement on the establishment of the Company (if desired)

Decision on the amount of the authorized capital with the distribution of shares between the Participants

Decision on the appointment of the General Director

Print Sketch Approval

Appointment of a person responsible for the production of the seal

Instruction to be an applicant at registration

5. signatures of the Participants.

Sample minutes (approximate) of the general meeting of the founders of a limited liability company upon its establishment

General Meeting of Founders

Limited liability companies

______________ "__" ______ 20__

1.______________________________________ (FULL NAME.), passport of a citizen of the Russian Federation series ____ No. _________, issued on _________________________________________________________ __.__.20__, subdivision code ___-___, registered: Russian Federation, ______, city _______, street _______________, d. __, apt. __ (share in the authorized capital ____%);

2.______________________________________ (FULL NAME.), passport of a citizen of the Russian Federation series ____ No. _________, issued on _________________________________________________________ __.__.20__, subdivision code ___-___, registered: Russian Federation, ______, city _______, street _______________, d. __, apt. __ (share in the authorized capital ____%).

1. On the establishment of the Limited Liability Company "_______________".

2. Approval of the Charter of the Company.

3. On the signing of the Agreement on the establishment of the Company.

4. On endowing the Company with authorized capital. On the distribution of shares between the Founders.

5. Appointment to the position of the General Director of the Company.

6. About the location of the Society.

7. Approval of the print sketch.

8. On the appointment of a person responsible for the production of the seal.

9. On the assignment to represent the interests of the Company.

1. In accordance with the Federal Law "On Limited Liability Companies", create a Limited Liability Company "____________". The decision was taken unanimously.

2. Having considered the provisions of the Charter of the Company, a decision was made to approve it. The decision was taken unanimously.

3. Having considered the provisions of the Agreement on the establishment of the Company, a decision was made to conclude it.

The decision was taken unanimously.

Shares in the authorized capital of the Company are distributed as follows:

1) __________________________________ makes a cash contribution in the amount of _____ (_______ thousand) rubles, which is ___% of the Company's authorized capital;

2) __________________________________ makes a cash contribution in the amount of _____ (_______ thousand) rubles, which is ___% of the Company's authorized capital.

The decision was taken unanimously.

5. To appoint to the position of the General Director of the Company ____________________.

The decision was taken unanimously.

7. Approve the sketch of the seal of the Society.

The decision was taken unanimously.

8. Appoint the General Director of the Company responsible for the production of the seal.

The decision was taken unanimously.

9. Instruct ___________________________ to be the Applicant on the issue of state registration.

The decision was taken unanimously.

Examples of statutory agreements of a company

An example of the minutes of the general meeting of the founders of a limited liability company upon its establishment

The portal vseobraztsy.rf will tell you:

how the minutes of the general meeting of the founders of a limited liability company are written at its establishment,

Online journal for an accountant

A decision was made to establish a society. Now you need to appoint the head of the new organization. Since there are several founders in the company, the minutes of the general meeting of participants on the appointment of the director of the LLC are needed. Especially for the readers of the portal, our specialists have prepared a completed sample 2017.

If there are several founders, a protocol is needed

The head of the organization is appointed by the owners of the company. If there is only one founder, then the appointment of the director to the position is formalized by the decision on the appointment of the general director.

If there are several co-founders, then a protocol of the general meeting of participants on the appointment of the general director is needed (Article 63, paragraph 3 of Article 69 of the Federal Law of December 26, 1995 No. 208-FZ, Article 37 and paragraph 1 of Article 40 of the Federal Law of 02/08/1998 No. 14-FZ). When drawing up the protocol, it is necessary to indicate the period for which the employment contract is concluded. Recall that the maximum duration of an employment contract with a director is 5 years (Articles 58, 59, 275 of the Labor Code of the Russian Federation).

Especially for the readers of the portal, our experts have prepared a completed sample of the minutes of the general meeting of participants on the appointment of a director.

general meeting of participants of Yunona LLC

Form of holding: joint presence (meeting)

Venue of the general meeting: Moscow, st. Mitinskaya, 57

Time of the general meeting: 06/23/2017, 14.00

The total number of members of the Company - 3

3 members of the Company are present at the meeting

Alexey Yurievich Zipunov

Roman Petrovich Karamyshev

Savva Ivanovich Dolgopyatov

Meeting Secretary: Savva Ivanovich Dolgopyatov

Election of the General Director of the Company and signing an employment contract with him.

A.Yu. Zipunov with a proposal to elect Victoria Valerievna Kruglova as the General Director of the Company (passport series 45 07 No. 125420 issued by the Mitino Department of Internal Affairs

Victoria Valerievna Kruglov (passport series 45 07 No. 125420 issued by the Mitino Department of Internal Affairs

Moscow, subdivision code 772-049, January 29, 2004), residing at the address: Moscow, Pyatnitskoe shosse, 35, apt. 420, from 09/15/2007 and sign an employment contract with her for a period of

The signing of the employment contract with Victoria Valerievna Kruglova shall be entrusted to the Company's member Alexei Yuryevich Zipunov on the terms and conditions set forth in the attached draft employment contract.

Chairman of the meeting ______________ A.Yu. Zipunov

You can also download a completed sample decision on the appointment of the CEO.

After the protocol we sign the contract

The director of the enterprise, despite his special role in the life of the organization, is an employee and acts within the framework of an employment contract (Article 40 of the Federal Law of February 8, 1998 No. 14-FZ, Article 69 of the Federal Law of December 26, 1995 No. 208-FZ) .

An employment contract with the director can be drawn up in any form, including all the necessary information, conditions and guarantees provided for by the current legislation (Chapters 10.11 of the Labor Code of the Russian Federation). A written form of the contract is required (Article 67 of the Labor Code of the Russian Federation). You need to print two copies:

On the employer's copy, the CEO must sign for receipt of his copy.

Since 2017, organizations can use the form of a standard employment contract approved by Decree of the Government of the Russian Federation of August 27, 2016 No. 858. If the employer is a micro-enterprise, then the use of this form will allow not to develop local regulations, provided that all the necessary information is specified in the standard contract.

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Protocol on the change of the general director

The general meeting of founders can be either regular (at regular intervals) or unscheduled (due to the need to make local decisions). Each official meeting of the LLC founders must be documented.

The appointment of the general director can also be either planned (due to the expiration of the employment contract) or unscheduled (earlier than the deadline at the initiative of the employee or employer).

In any case, the decision to change the head of the company must be recorded by the decision of the meeting of the participants in the company (subclause 4, clause 2, article 33, clause 1, article 40 of the Federal Law "On Limited Liability Companies" dated 08.02.1998 No. 14-FZ) .

In the case of extending the powers of the first person of the company, it is also necessary to fix this decision with a similar agreement.

What should be included in the protocol

In this protocol on the change of the general director, it is necessary to prescribe:

date and place of the meeting;

Full name of the chairman and secretary of the meeting;

final decisions (whose authority and when to terminate / whom to appoint, from what date, and for how long).

The meeting is chaired by the chairman, and the results are recorded by the secretary of the meeting.

The protocol of the founders on the change of director is drawn up in any form. The information contained in it will be verified by a notary when certifying the application in form P14001 to the Federal Tax Service, so it must be complete. It is not necessary to assign a document number.

Is it necessary to fix the deadlines in the decision of the general meeting

In the future, the protocol of the general meeting on the change of director is the basis for concluding an employment contract with the director and issuing orders for hiring and taking office. If the document does not indicate the term of office of the head, then the employment contract will be concluded for the period established in the charter of the company. If the term is not fixed in the charter or in the protocol, then the term of office of the head of the company will be determined for 5 years.

Do I need a protocol when changing the name of the director

In the event of a change in the personal data of the head, it is not necessary to convene an extraordinary meeting. Employees of the Federal Migration Service independently transfer data on the change of surname to the bodies of the Federal Tax Service (Article 31 of the Federal Law "On Amendments to Certain Legislative Acts of the Russian Federation"). Further changes will be reflected in the Unified State Register of Legal Entities.

If the company has only one founder, then the document reflecting the fact of the change of the first person of the company is called the decision of the sole participant on the appointment of the head.

Form of the minutes of the meeting of founders on the change of director, sample

the most important articles for you

The dismissal of a director of his own free will is not an easy procedure. It takes more time to complete it than when an ordinary employee leaves the organization. In this article, we will consider the main stages of terminating an employment contract with a manager.

The head of the company is the executive body. He is elected for a term determined by the Charter of the JSC or LLC. And the procedure for changing the general director in LLC 2017 is regulated by the articles of the Labor and Civil Code.

Full or partial copying of materials is prohibited,

Sample decision of the founders on the appointment of a director

Send to mail

You will not find a sample decision of the founders on the appointment of a director among the legally approved forms. This document may be in any form, but its content must comply with legal requirements.

Decision of the meeting of owners (founders of the company) on the appointment of a director

The head of the organization (director, general director) can be appointed in the only way - by decision of the general meeting of the owners of the enterprise. This procedure is regulated by paragraph 2 of Art. 33, paragraph 1 of Art. 40 of the Law "On Limited Liability Companies" dated February 8, 1998 No. 14-FZ. The minutes of such a meeting or a decision on the appointment of a director extracted from it is the main document indicating the powers of the head.

The head can be either one of the founders or any employee. The approval process is always the same.

The protocol is drawn up in a free form, obligatory indicating the date. It must contain registration information about the enterprise, information about the founders and their shares in the authorized capital. The name of the position of the head (director, general director) in the decision must match what is indicated in the charter of the enterprise. The protocol should include the passport details of the elected leader. It is not necessary to indicate the term of office, as they are in the charter of the company.

When a director is re-elected due to the expiration of the term of office or ahead of schedule, it is also necessary to convene a general meeting of founders. A sample will help to correctly draw up the decision of the founders on the appointment of a director.

The decision of the sole founder on the appointment of the general director of the LLC

In the event that the founder of the enterprise is one person, such a document will be called the decision of the sole participant or founder.

Any individual can be appointed to a management position (general director, director), but in most cases, the founders themselves become at the helm of the company or entrust the business to close relatives.

Sample decision of the founder on the appointment of a director

Registration of labor relations with the appointed head

A feature of the contract on hiring a manager is that on behalf of the employer, on behalf of the enterprise, it is signed by the owner authorized by the general meeting or the sole participant.

In the case when there is only one owner and he appoints himself to the position of director, an ambiguous situation arises. On the one hand, to conclude a contract, two parties must be present, and it is unacceptable to sign a contract with oneself. On the other hand, no one deprives the head of the right to conclude an agreement with the company, even if he is the founder in the sole person and assumes the duties of the director himself. It is important to understand here that such an agreement is signed by one person who acts as a founder and as an employee at the same time.

IMPORTANT! In addition to the decision of the participants or the sole founder of the company to appoint a head and an employment contract, an order is issued to hire a director. These documents must be from the same date. Information about the head must be entered in the Unified State Register of Legal Entities.

What personnel documents still need to be issued for the director, you will learn in the articles:

Results

In order for the director of the enterprise to take office, a decision on the appointment of the general director of the LLC, drawn up according to one of the images proposed above, an employment contract between the enterprise and the director, and an order for employment is necessary.

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Sample Minutes No. 1 of the General Meeting of Founders in 2017

General meeting of founders

Limited liability companies "Romashka"

Form of holding a general meeting - meeting (joint presence)

Venue of the general meeting - 117105, Moscow, sh. Varshavskoye, 37, building 1, of. four

Start time of registration of persons entitled to participate in the general meeting - 9-40

Deadline for registration of persons entitled to participate in the general meeting - 9-50

Opening time of the general meeting - 10-00

Closing time of the general meeting - 10-30

Chairman of the general meeting - Ivanov Ivan Ivanovich

Secretary of the General Meeting - Petrov Petr Petrovich

Total founders of the Company included in the voting lists:

Ivanov Ivan Ivanovich, born on January 03, 1981, passport of a citizen of the Russian Federation: 4507 111222, issued on February 23, 2004 by the Federal Migration Service of the Mnevniki District of the City of Moscow Office No. 1, subdivision code 770-345; place of residence: 115409, Moscow, sh. Kashirskoye, 45, building 2, apt. 245; TIN 777453627222

Petrov Petr Petrovich, born on April 05, 1978, passport of a citizen of the Russian Federation: 3245 544444, issued on February 28, 2008 by the Department of Internal Affairs of the CITY OF KRASNOYARSK, subdivision code 455-432; place of residence: 660074, Krasnoyarsk Territory, Krasnoyarsk, st. Leningradskaya 1st, 32, building 1, apt. 22

Total: 2 founders

All the founders of the Company are present at the general meeting, the quorum (100%) is present, the general meeting is authorized to make decisions on all issues on the agenda.

1. Election of the chairperson and secretary of the general meeting of founders and imposition of the obligation to count votes.

2. Establishment of the Limited Liability Company "Romashka".

3. Approval of the trade name of the Company.

4. Approval of the amount of the authorized capital of the Company, as well as the procedure, method and terms for the formation of the Company's property.

5. Approval of the size and nominal value of the shares of the founders of the Company.

6. Approval of the location of the Company.

7. Conclusion of an agreement on the establishment of the Company.

8. Approval of the Charter of the Company.

9. Election of the General Director of the Company.

10. Determination of the procedure for joint activities of the founders in the creation of the Company and the state registration of the Company.

11. Payment of the state fee for the state registration of the Company.

12. Approval of the draft seal of the Company with the appointment of a person responsible for the production and storage of the seal.

1. On the first item on the agenda -

Elect Ivanov Ivan Ivanovich (hereinafter referred to as the Chairman) as the chairman of the general meeting of the founders of the Company, Petrov Petr Petrovich (hereinafter referred to as the Secretary) as the secretary of the general meeting of the founders of the Company.

The decision was taken unanimously.

2. On the second item on the agenda -

Establish a Limited Liability Company "Romashka".

The decision was taken unanimously.

3. On the third issue of the agenda -

Full corporate name of the Company in Russian: Limited Liability Company "Romashka".

Abbreviated corporate name of the Company in Russian: Romashka LLC.

The decision was taken unanimously.

4. On the fourth item on the agenda -

Approve the authorized capital of the Company in the amount of 10,000 (ten thousand) rubles 00 kopecks, which is 100%.

Payment is made in cash in the amount of 10,000 (ten thousand) rubles 00 kopecks, which is 100% of the authorized capital of the Company.

At the time of state registration of the Company, the authorized capital of the Company is paid in the amount of 0.00 rubles. 100% of the authorized capital of the Company in the amount of 10,000 (ten thousand) rubles 00 kopecks will be paid within 4 (four) months from the date of state registration of the Company.

The decision was taken unanimously.

5. On the fifth issue of the agenda -

Approve the size and nominal value of the shares of the founders of the Company in the following order:

Ivanov Ivan Ivanovich 5,000 (five thousand) rubles 00 kopecks, which is 50%

Petrov Petr Petrovich 5,000 (five thousand) rubles 00 kopecks, which is 50%

The decision was taken unanimously.

6. On the sixth item on the agenda -

Approve the location of the Company (the location of its permanent executive body): Russian Federation, 117105, Moscow, Varshavskoye highway, building 37, building 1, office 4.

The decision was taken unanimously.

7. On the seventh item on the agenda -

Conclude an agreement on the establishment of the Society.

The decision was taken unanimously.

8. On the eighth issue of the agenda -

Approve the Charter of the Society.

The decision was taken unanimously.

9. On the ninth item on the agenda -

Elect Ivan Ivanovich Ivanov, born on January 03, 1981, passport of a citizen of the Russian Federation: 4507 111222, issued on February 23, 2004, by the Federal Migration Service of the Mnevniki District of the City of Moscow Administration No. 1, subdivision code 770-345; place of residence: 115409, Moscow, sh. Kashirskoye, 45, building 2, apt. 245; TIN 777453627222 for a period of 3 years.

Instruct the Chairman to sign on behalf of the Company an employment contract with the General Director after state registration.

The decision was taken unanimously.

10. On the tenth issue of the agenda -

Register the Company and the Charter of the Company in accordance with the procedure established by law. All actions related to the registration of the Society, as well as the actions necessary to start the activities of the Society, which must be performed by the founders, as well as the costs of these actions, are borne by the Chairman. If the Company is not registered, the expenses must be compensated in proportion to the founders' shares in the authorized capital of the Company. Disputes about reimbursement of expenses are resolved in court.

The founders of the Company shall be jointly and severally liable for obligations related to the establishment of the Company and arising prior to its state registration.

The decision was taken unanimously.

11. On the eleventh issue of the agenda -

Instruct the Chairman to pay the state fee for state registration of a legal entity on his own behalf for all founders.

The decision was taken unanimously.

12. On the twelfth issue of the agenda -

Approve the sketch of the seal of the Society. Appoint the General Director of the Company Ivanov Ivan Ivanovich responsible for the production of the seal.

The decision was taken unanimously.

________________ / Ivanov I.I.

________________/ Petrov P.P.

Download sample Minutes No. 1 of the General Meeting of Founders 2017

Bukhprofi - Accounting and Tax Accounting of Russian and Foreign Companies. 2005-2017

Samples of agreements, contracts,

Sample applications, appeals,

Congratulations, toasts, recipes

The mandatory document included in the set upon submission to the registering authority, when creating a new Limited Liability Company, is the Minutes of the General Meeting of Founders.

This protocol contains all the information about the newly created legal entity and must contain:

1. place and date of the General Meeting of Participants

2. list of participants with their details

3. list of issues under consideration.

- the decision to establish an LLC

— decision to approve the Charter

— decision to conclude the Agreement on the establishment of the Company (if desired)

— decision on the amount of the authorized capital with the distribution of shares between the Participants

— decision on the appointment of the General Director

— approval of the print sketch

– appointment of a person responsible for the production of the seal

– an instruction to be an applicant at registration

5. signatures of the Participants.

Sample minutes (approximate) of the general meeting of the founders of a limited liability company upon its establishment

General Meeting of Founders

Limited liability companies

______________ "__" ______ 20__

1. On the establishment of the Limited Liability Company "_______________".

2. Approval of the Charter of the Company.

3. On the signing of the Agreement on the establishment of the Company.

4. On endowing the Company with authorized capital. On the distribution of shares between the Founders.

5. Appointment to the position of the General Director of the Company.

6. About the location of the Society.

7. Approval of the print sketch.

8. On the appointment of a person responsible for the production of the seal.

9. On the assignment to represent the interests of the Company.

1. In accordance with the Federal Law "On Limited Liability Companies", create a Limited Liability Company "____________". The decision was taken unanimously.

2. Having considered the provisions of the Charter of the Company, a decision was made to approve it. The decision was taken unanimously.

3. Having considered the provisions of the Agreement on the establishment of the Company, a decision was made to conclude it.

The decision was taken unanimously.

Shares in the authorized capital of the Company are distributed as follows:

1) __________________________________ makes a cash contribution in the amount of _____ (_______ thousand) rubles, which is ___% of the Company's authorized capital;

2) __________________________________ makes a cash contribution in the amount of _____ (_______ thousand) rubles, which is ___% of the Company's authorized capital.

The decision was taken unanimously.

5. To appoint to the position of the General Director of the Company ____________________.

The decision was taken unanimously.

7. Approve the sketch of the seal of the Society.

The decision was taken unanimously.

8. Appoint the General Director of the Company responsible for the production of the seal.

The decision was taken unanimously.

9. Instruct ___________________________ to be the Applicant on the issue of state registration.

The decision was taken unanimously.

Examples of statutory agreements of a company

An example of the minutes of the general meeting of the founders of a limited liability company upon its establishment

The portal vseobraztsy.rf will tell you:

how the minutes of the general meeting of the founders of a limited liability company are written at its establishment,

Online journal for an accountant

If there are several founders, a protocol is needed

Especially for the readers of the portal, our experts have prepared a completed sample of the minutes of the general meeting of participants on the appointment of a director.

general meeting of participants of Yunona LLC

Form of holding: joint presence (meeting)

Venue of the general meeting: Moscow, st. Mitinskaya, 57

Time of the general meeting: 06/23/2017, 14.00

The total number of members of the Company - 3

3 members of the Company are present at the meeting

Alexey Yurievich Zipunov

Roman Petrovich Karamyshev

Savva Ivanovich Dolgopyatov

Meeting Secretary: Savva Ivanovich Dolgopyatov

Election of the General Director of the Company and signing an employment contract with him.

A.Yu. Zipunov with a proposal to elect Victoria Valerievna Kruglova as the General Director of the Company (passport series 45 07 No. 125420 issued by the Mitino Department of Internal Affairs

Victoria Valerievna Kruglov (passport series 45 07 No. 125420 issued by the Mitino Department of Internal Affairs

Moscow, subdivision code 772-049, January 29, 2004), residing at the address: Moscow, Pyatnitskoe shosse, 35, apt. 420, from 09/15/2007 and sign an employment contract with her for a period of

Chairman of the meeting ______________ A.Yu. Zipunov

You can also download a completed sample decision on the appointment of the CEO.

After the protocol we sign the contract

On the employer's copy, the CEO must sign for receipt of his copy.

Also:

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Protocol on the change of the general director

The general meeting of founders can be either regular (at regular intervals) or unscheduled (due to the need to make local decisions). Each official meeting of the LLC founders must be documented.

In the case of extending the powers of the first person of the company, it is also necessary to fix this decision with a similar agreement.

What should be included in the protocol

In this protocol on the change of the general director, it is necessary to prescribe:

date and place of the meeting;

Full name of the chairman and secretary of the meeting;

final decisions (whose authority and when to terminate / whom to appoint, from what date, and for how long).

The meeting is chaired by the chairman, and the results are recorded by the secretary of the meeting.

Is it necessary to fix the deadlines in the decision of the general meeting

Do I need a protocol when changing the name of the director

Form of the minutes of the meeting of founders on the change of director, sample

the most important articles for you

The dismissal of a director of one's own free will is not an easy procedure. It takes more time to complete it than when an ordinary employee leaves the organization. In this article, we will consider the main stages of terminating an employment contract with a manager.

Full or partial copying of materials is prohibited,

Sample decision of the founders on the appointment of a director

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Decision of the meeting of owners (founders of the company) on the appointment of a director

The head can be either one of the founders or any employee. The approval process is always the same.

The decision of the sole founder on the appointment of the general director of the LLC

In the event that the founder of the enterprise is one person, such a document will be called the decision of the sole participant or founder.

Sample decision of the founder on the appointment of a director

Registration of labor relations with the appointed head

A feature of the contract on hiring a manager is that on behalf of the employer, on behalf of the enterprise, it is signed by the owner authorized by the general meeting or the sole participant.

What personnel documents still need to be issued for the director, you will learn in the articles:

Results

Be the first to know about important tax changes

Have questions? Get quick answers on our forum!

Sample Minutes No. 1 of the General Meeting of Founders in 2017

General meeting of founders

Limited liability companies "Romashka"

Form of holding a general meeting - meeting (joint presence)

Venue of the general meeting - 117105, Moscow, sh. Varshavskoye, 37, building 1, of. four

Start time of registration of persons entitled to participate in the general meeting - 9-40

Deadline for registration of persons entitled to participate in the general meeting - 9-50

Opening time of the general meeting - 10-00

Closing time of the general meeting - 10-30

Chairman of the general meeting - Ivanov Ivan Ivanovich

Secretary of the General Meeting - Petrov Petr Petrovich

Total founders of the Company included in the voting lists:

Total: 2 founders

All the founders of the Company are present at the general meeting, the quorum (100%) is present, the general meeting is authorized to make decisions on all issues on the agenda.

1. Election of the chairperson and secretary of the general meeting of founders and imposition of the obligation to count votes.

2. Establishment of the Limited Liability Company "Romashka".

3. Approval of the trade name of the Company.

4. Approval of the amount of the authorized capital of the Company, as well as the procedure, method and terms for the formation of the Company's property.

5. Approval of the size and nominal value of the shares of the founders of the Company.

6. Approval of the location of the Company.

7. Conclusion of an agreement on the establishment of the Company.

8. Approval of the Charter of the Company.

9. Election of the General Director of the Company.

10. Determination of the procedure for joint activities of the founders in the creation of the Company and the state registration of the Company.

11. Payment of the state fee for the state registration of the Company.

12. Approval of the draft seal of the Company with the appointment of a person responsible for the production and storage of the seal.

1. On the first item on the agenda -

The decision was taken unanimously.

2. On the second item on the agenda -

Establish a Limited Liability Company "Romashka".

The decision was taken unanimously.

3. On the third issue of the agenda -

Full corporate name of the Company in Russian: Limited Liability Company "Romashka".

Abbreviated corporate name of the Company in Russian: Romashka LLC.

The decision was taken unanimously.

4. On the fourth item on the agenda -

Approve the authorized capital of the Company in the amount of 10,000 (ten thousand) rubles 00 kopecks, which is 100%.

Payment is made in cash in the amount of 10,000 (ten thousand) rubles 00 kopecks, which is 100% of the authorized capital of the Company.

The decision was taken unanimously.

5. On the fifth issue of the agenda -

Approve the size and nominal value of the shares of the founders of the Company in the following order:

Ivanov Ivan Ivanovich 5,000 (five thousand) rubles 00 kopecks, which is 50%

Petrov Petr Petrovich 5,000 (five thousand) rubles 00 kopecks, which is 50%

The decision was taken unanimously.

6. On the sixth item on the agenda -

Approve the location of the Company (the location of its permanent executive body): Russian Federation, 117105, Moscow, Varshavskoye highway, building 37, building 1, office 4.

The decision was taken unanimously.

7. On the seventh item on the agenda -

Conclude an agreement on the establishment of the Society.

The decision was taken unanimously.

8. On the eighth issue of the agenda -

Approve the Charter of the Society.

The decision was taken unanimously.

9. On the ninth item on the agenda -

Instruct the Chairman to sign on behalf of the Company an employment contract with the General Director after state registration.

The decision was taken unanimously.

10. On the tenth issue of the agenda -

The founders of the Company shall be jointly and severally liable for obligations related to the establishment of the Company and arising prior to its state registration.

The decision was taken unanimously.

11. On the eleventh issue of the agenda -

Instruct the Chairman to pay the state fee for state registration of a legal entity on his own behalf for all founders.

The decision was taken unanimously.

12. On the twelfth issue of the agenda -

Approve the sketch of the seal of the Society. Appoint the General Director of the Company Ivanov Ivan Ivanovich responsible for the production of the seal.

The decision was taken unanimously.

________________ / Ivanov I.I.

________________/ Petrov P.P.

zakonosfera.ru

The main nuances of establishing an enterprise in the form of LLC

LLC refers to commercial organizations, the main purpose of which is to create profits that are distributed among the participants.

The main difference between an LLC and other collective enterprises is that the liability for the obligations of a participant in this organizational and legal form of entrepreneurship is limited to the amount that the founder paid when creating the company as his part of the authorized capital.

And although some critics consider the disadvantages of an LLC that for its establishment it is necessary to have an authorized capital of at least 10 thousand rubles, as well as a bank account and a seal, but these are rather advantages due to which almost any citizen can open an enterprise.

And also the disadvantages of an LLC include a more complicated procedure for its registration compared, for example, with the registration of an individual entrepreneur. But even here, the steps to create an LLC are still quite simple and, which is especially valuable, they have a clear algorithm limited by laws.

A short list of basic documents for the creation of a limited liability company

The registration of an LLC is detailed in many regulatory laws of the Russian Federation, among which the main ones are the following:

Law No. 14-FZ of February 8, 1998 “On Limited Liability Companies”;
Law No. 129-FZ of 08.08.2001 "On State Registration of Legal Entities and Individual Entrepreneurs";
Government Decree No. 506 of September 30, 2004 “On approval of the Regulations on the Federal Tax Service”.

And also some changes in the conditions for registering an LLC were introduced by law No. 67-FZ from January 1, 2016.

General requirements for the composition of documentation for opening a company

Currently, when registering an LLC, there are two options for the documentation portfolio. In the first case, when the founders include both individuals and law firms, the following list of documents is provided:

notarized copies of the passports of the founders of the company, the head and the chief accountant;
minutes of the general meeting of the founders;
charter;
memorandum of association (if there is more than one founder);
lease agreement for a building or apartment (office);
certificate of ownership of the rented building/apartment;
orders for hiring directors and chief accountants;
acts on the transfer of material values (property) of the founders to the statutory fund;
receipts and cash receipts for the amounts received in the authorized capital from the founders;
statements of legal entities-founders. These applications are drawn up in accordance with a special form R11001, which lists all the documentation required for this: the charter, memorandum of association, minutes of the meeting of founders, an extract from the minutes confirming the rights of the head of the company, a copy of the head's passport, an extract from the Unified State Register of Legal Entities, a certificate of assignment of the OGRN, a letter from tax inspectorate on registration, TIN certificate. All copies are notarized.

In the second option, in which, in addition to domestic enterprises, the founders of an LLC also include foreign citizens and foreign legal entities, copies of all documents submitted in a foreign language are notarized translated.

Circumstances are also provided for when the charter fund of a company is made up of property contributions. In this case, to confirm these deposits, you must have the following documents:

certificate of ownership;
technical passport for property;
property warranty card;
the value of the transferred property.

At the same time, on the basis of the submitted documents, an act of appraisal is drawn up, as well as the acceptance of this property on the balance sheet of the LLC.

Registration of the minutes of the meeting of the founders of the LLC

General meetings in an LLC are held at a frequency determined by the statutory provisions of a particular company. In particular, annual meetings are necessarily organized. As for the meeting of the founders of an LLC, it is held only once, since after it is held, the status of the founder changes to the status of a participant.

This is the difference between these concepts.

Thus, the founders are legal entities and individuals who take part in the initial creation of the LLC. Passport data of individuals and the main details of law firms that are the founders are entered in the Unified State Register of Legal Entities. And this list of founders remains unchanged throughout the existence of the enterprise.

But the list of participants can change both towards expansion in case of admission of new members, and reduction, in case of exclusion of former members.

Thus, after the first meeting, the founders become participants, members or shareholders of the established enterprise.

When should minutes of a meeting be drawn up?

If there are two or more founders, the Minutes of the meeting of founders must be drawn up. When the founder is only one individual or one legal entity, the first constituent document is the decision of its sole founder about the intention to create an enterprise. The minutes of the meeting of founders in this case is not drawn up.

The meeting of the founders for holding the founding meeting is recorded in the form of appropriate notifications, which indicate the date of the meeting and its tentative agenda. These invitations are sent to all interested parties.

Sample notice of convening a constituent assembly

Nuances of holding a meeting of LLC participants

The rules for drawing up the Minutes of the meeting of founders are regulated by Article No. 181.2 of the Civil Code of the Russian Federation.

The minutes of the founders are required to fix the following mandatory provisions.

Place and date of the event.
List of founders. For founders - individuals, passport data are recorded. For founders representing legal entities, enter: the full name of the enterprise; legal address; OGRN, KPP and TIN codes; Full name and passport data of a representative of a legal entity.
Chairman of meeting.
Assembly secretary.
agenda
The contractual obligations of the founders to coordinate their actions, which are reflected in a separate agreement on the establishment.
The results of the voting.

The agenda of the meeting must necessarily include the definition of the main characteristics of the future enterprise:

the full name of the enterprise with an indication of its organizational and legal form in the form of LLC;
legal address;
the size of the authorized capital with the distribution of its shares;
charter;
Full name of director.

An example of the minutes of the meeting of the founders is given below.

At the same time, it should be emphasized that voting on all issues on the agenda should be decided exclusively unanimously. In the absence of unanimous approval of the questions, the registration of the LLC will be denied. That's when the registration of the enterprise has already been carried out, then in the minutes of the general meeting of participants or shareholders it is possible to approve decisions taken not unanimously, but by a simple majority or 3/4 votes, depending on the category of the problem.

Making a decision on the opening of an LLC with a single founder

In general, the number of founders of an LLC can vary from one to fifty. Registration of an LLC with one founder is a fairly widespread practice.

In the case when the founder of an LLC is only one individual or legal entity, this fact is recorded in the minutes of the decision to establish the enterprise. To register a company, the presentation of this protocol is mandatory. The official name of the Minutes of the meeting on resolving the issue of establishing an LLC may look like this - “Decision of the sole founder on the creation of a Limited Liability Company”.

A sample decision of the sole founder on the creation of an LLC is shown in the photo.

The given sample is not an approved canon, but just one of the solutions. For example, this decision can be formalized in the form of an ordinary minutes of a general meeting, in which the founder has the sole right to a decisive vote, and the rest of the meeting participants have only an advisory vote.

Appointment of the CEO

Appointment to the position of director of an LLC is the very first step in the activity of a newly created enterprise. This appointment is usually made out by order No. 1, which is signed mainly by the “freshly baked” director himself. The source for issuing an order to appoint a chief executive is a corresponding entry in the minutes of the constituent assembly or in the decision of the sole founder.

An example of an order to approve the chief executive of an LLC is shown in the photo.

Does a notary have to certify documents?

Notarization of the order on the appointment of the general director of an LLC when creating an enterprise is not regulated by law. Another thing is when it comes to changing the old head of the enterprise. In this case, when a new manager is approved, it becomes necessary to correct the basic information about the company in the Unified State Register of Legal Entities. To correct the entry in the Unified State Register of Legal Entities about the change of the chief executive, an application is submitted to the relevant tax service in the form No. Р14001, where the Title page, Sheet K (p. 1 for the old director, p. 1-2 for the new head), Sheet P (p. 1–4).

If, when submitting an application, all the founders sign in the presence of the tax inspector accepting the documents, then notarization is not required. In practice, all signatures of the founders are certified by a notary. True, at the same time, the personal presence of all participants in the LLC at the notary is not required. It is enough that he had the applicant himself - the new director of the company, authorized to sign the necessary documents.

As for the notarization of other registration forms, the following documents must be notarized without fail:

certificate of registration of a legal entity;
charter;
certificate of state registration of a legal entity;
the decision to establish an LLC;
decision or minutes of the general meeting on the change of the head.

Procedural actions for the creation of an LLC begin with the convening of a meeting of interested persons, which serves as the basis for drawing up the minutes of the meeting of the founders. Russian legislation clearly regulates the form for compiling this document, which includes a mandatory list of the most important characteristics of the enterprise being created. When the founder of an LLC is only one natural or legal person, the minutes of the founding meeting are replaced by a decision on the establishment of a new enterprise, which is approved by the sole founder with his signature.

idea-small-business.rf

Decision first, contract later

The appointment of the CEO is the prerogative of the founders of the company. If the organization has one sole owner, then it is he, the sole founder, who single-handedly appoints the head of his organization to the position (clause 2 of article 7 and clause 1 of article 40 of the Federal Law of 08.02.1998 No. 14-FZ, clause 2 of article 2 and article 69 of the Federal Law of December 26, 1995 No. 208-FZ).

Especially for the readers of the portal, our specialists have prepared a sample decision on the appointment of the General Director.

SOLUTION #1 sole member of the limited liability company "DV-fish"

Moscow 06/22/2017

In accordance with the charter of DV-ryba LLC, the sole founder of the company
Siluanov Yury Petrovich

Appoint Stepan Igorevich Pikalev as CEO of DV-Ryba LLC on June 22, 2017 for a period of five years.

Sole founder ____________Yu.P. Siluanov
OOO "DV-fish"

You can also download a sample decision on the appointment of a CEO.

Note
A work book is the main document of an employee containing information about his work experience and facts of labor activity (Article 66 of the Labor Code of the Russian Federation). All employers (organizations and individual entrepreneurs) are required to keep work books, making entries in them in the manner prescribed by law. If this work is the first for the employee, then he needs to issue a work book at the first place of work.

It is important to remember that when drawing up a decision, one must not forget to indicate the term of office of the general director. The maximum duration of an employment contract with a director is 5 years (Articles 58, 59, 275 of the Labor Code of the Russian Federation).

Note
Often in practice, the sole founder of an organization is also its director, because the current legislation does not establish any obstacles to managing your company yourself. In such a situation, it is necessary to draw up a decision on the appointment of a single founder as the general director in a similar manner.

If there are several founders, a protocol is needed

When drawing up the protocol, it is imperative to decide which of the company's members will sign an employment contract with the general director and reflect this information in the text of the protocol.

Especially for the readers of the portal, our experts have prepared a completed.

After the protocol we sign the contract

for the organization;
for the worker.

On the employer's copy, the CEO must sign for receipt of his copy.

Since 2017, organizations can use the form of a standard employment contract approved by Decree of the Government of the Russian Federation of August 27, 2016 No. 858. If the employer is a micro-enterprise, then the use of this form will allow not to develop local regulations, provided that all the necessary information is specified in the standard contract.

Art. 40 of the Law "On Limited Liability Companies" dated February 8, 1998 No. 14-FZ, establishes the rule according to which the sole executive body (director, general director, president, etc.) of the organization is elected exclusively by the general meeting of participants.

There are 2 exceptions:

in a society the only participant;
the competence to make a decision on the appointment of a head is vested in the board of directors.

Based on the results of the meeting, a protocol is drawn up, which reflects its results. It is this document that must be submitted to the Federal Tax Service in order to enter data on the new director in the Unified State Register of Legal Entities.

FOR REFERENCE! The director may be appointed as one of the participants of the company, and another natural person.

The requirements for the content of the decision on the appointment of the general director are spelled out in paragraph 4 of Art. 182.1 of the Civil Code of the Russian Federation. The document must contain the following information:

place, time and date of compilation;
full name of the company;
information about the meeting participants;
data on voting results;
information about the appointed director.

After the decision is made, an employment contract is concluded with the director, it is executed for a new place in accordance with the requirements of the Labor Code of the Russian Federation. The director must also be paid a salary, despite the fact that he may receive dividends as a member (if any).

FOR REFERENCE! In order to submit information to the Federal Tax Service about the change of director, it is necessary to draw up an application in the form P14001, which must be certified by a notary (in fact, the signature of the new manager is certified, since he will already put it in the Federal Tax Service).

The decision of the founders does not need to be certified separately.

A sample decision of the founders on the appointment of a director can be downloaded from the link below:

The procedure for making a decision of the sole founder on the appointment of the General Director

It is not always necessary to hold a general meeting of participants. When there is only one founder in the company, he has the right to appoint another person as a director or himself alone (Art.

39 FZ No. 14). To do this, he needs to draw up in writing a decision on the appointment of a director, which will indicate information on the assignment of duties to a specific person.

The legislator does not approve a sample document, but it must contain the following information:

date and place of compilation;
information about the founder;
an indication of his individuality;
company name;
information about the ownership of 100% shares in the authorized capital;
a decision to appoint a specific person as a director;
signature and its transcript.

A sample decision of the sole founder on the appointment of a director can be downloaded from the link below:

Despite the fact that the sole founder of the company appoints himself as its director, according to the requirements of labor legislation, he is obliged to conclude an employment contract with himself and pay himself a salary (even taking into account that he receives dividends). Otherwise, he will be liable under Art.

5.27 of the Code of Administrative Offenses of the Russian Federation.

Thus, the decision on the appointment of a director can be made both by the general meeting of the LLC, and individually (if there is only one participant in the LLC). The document is drawn up in writing and signed by all participants of the meeting or the founder.