It should be in the charter of the organization. Charter of LLC with one founder

Sooner or later, the founders of a limited liability company are faced with the need to write the articles of association for their company. Since 2009, it is this document that has the exclusive status necessary to open a new organization.

Understanding the need for a charter is not so difficult, but it can be difficult to draw it up on your own. In order to complete this task without taking a lot of effort and time, you should first familiarize yourself with the recommendations for compiling this document.

The charter of an LLC is a document that governs all aspects of the company's activities. It covers in detail the issues of interaction between the founders, their rights and obligations. It also displays the features of company management. To establish a limited liability company, a whole package of documents is submitted, and the charter is fundamental among them. In fact, its development begins before the opening of the enterprise. If there are several co-owners, then the document must be drawn up before signing the agreement on the establishment of the LLC.

The company registration process begins with a detailed study of the articles of association. In the case when the founders want to make any changes to the functioning of the enterprise, they first turn to this document. Changes in the authorized capital and change of the general director are possible only on the basis of the charter. Based on this, we can conclude that it regulates the fundamental details of the work of a limited liability company.

Registration of an LLC is impossible without the existence of an LLC Charter drawn up in accordance with the basic rules. contained in the link.

The list and rules for their design are in the materials of the new publication.

To register an LLC, a legal address is also required. you can learn about how to determine it legally.

Development of the charter of LLC

Many advise taking existing samples of operating companies as examples for drawing up a charter. This is not correct, because standard documents cannot take into account the specifics of your enterprise. Templates are used only to show how the structure of the charter, its main blocks, should look like. Another mistake is the formal attitude to the document. It should be understood that this is the regulation of the enterprise. All disputes and conflicts will be resolved on its basis.

In the charter, it is important to clearly allocate the functions and responsibilities of the director and subordinates. Otherwise, the head of the company can manage the company at his own discretion, and the board of founders will have only an indirect relationship to this issue. Do not forget about the detailed consideration of the conditions for leaving the LLC. This paragraph should describe what a co-founder who decides to leave the company can expect. Very often, large enterprises fall apart due to flaring disputes over how much each of the founders owns. This can be avoided if all the nuances are taken into account when drawing up the charter.

Standard sections of the LLC charter

There are several standard sections that should be included in this type of document:

• Company name;
• His physical (legal) address;
• Society members;
• Main directions and purpose of activity;
• legal status;
• Availability of representative offices and branches;
• The size of the authorized capital;
• Duties and rights of founders;
• LLC funds and distribution of profits;
• Enterprise management bodies;
• Auditor and Auditor;
• Reporting and accounting;
• Confidentiality;
• The procedure for making decisions (which issues require a unanimous decision, and which can be considered by a majority of votes);
• The order of withdrawal of participants from the company;
• The procedure for the sale or transfer of a share in the authorized capital.

The listed fields may change or even not fit into the document, but their presence is recommended.

You can also specify information regarding the sole executive body, the exclusive competence of the general meeting of founders and the inheritance of shares in the authorized capital. At the end of the statute, the final provisions are written.

Document execution

You can get a general idea of ​​​​the rules for drawing up the charter of an LLC by reading examples of compiled samples. All pages must be numbered. The exception is the title page. The numbers used are classical Arabic. There are no strict requirements for the direct design of the text.

After all the pages of the charter are drawn up, they are sewn together, and a paper seal is glued on the last one. This is a kind of guarantee that the document cannot be changed. The seal indicates the number of pages and the name of the person who drafted the charter. Here is his painting. If the document is approved after the opening of the LLC, for example, again, it is recommended to put the seal of the enterprise on the seal.

Experts advise making several copies of the charter of a limited liability company at once. They will be useful if it is necessary to provide a document of this type to government agencies or other organizations. Photocopies are not stamped.

Drawing up the charter of an LLC with one founder

If the company has only one founder, then some nuances should be taken into account when drawing up the charter. In most cases, such an enterprise is registered at the place of residence. It is important not to forget that the registration address is indicated not of the founder, but of the executive body represented by the general director of the company. Very often, due to such an error, serious problems arise with the document.

The LLC has only one head, which means that his term of office must be at least 5 years. It is even easier to specify an indefinite term. This reduces the risk of losing time due to bureaucracy in government agencies.

A limited liability company can be established either by an individual or by a legal entity represented by a group of people. A single member organization does not have the authority to own an LLC.

Drafting the charter of an LLC with several founders

A key feature that should be taken into account when drafting the charter of a limited liability company with several founders is the relationship between the participants. It should be understood that everyone owns the authorized capital equally. One of the founders may want to take their stake and leave the company. The document must clearly state whether the founder can leave the LLC at all and under what conditions.

It is recommended that you carefully consider how to preserve the capital of a participant who has withdrawn from the company. The best option is to attract investors who cover the losses. You can also prescribe the procedure for the withdrawal of part of the funds without the need to contact a notary. This will save significant amounts. Some LLCs use a preemptive right. It consists in providing one of the founders with the opportunity, in the order of priority, to redeem the share of the withdrawn participant.

In some situations, part of the capital of one of the co-owners is inherited by a third party. The charter must provide for the procedure for carrying out this procedure.

Since the loss of part of the funds steadily leads to a deterioration in the well-being of the enterprise, it is advisable to prescribe in the document the procedure and terms for payments to the founder who left the company.

The main provisions of the charter of the enterprise.

The main constituent document of a limited liability company, partnership, joint-stock company and other organizational and legal forms of formation of a legal entity is its charter . This document for the most part regulates the relationship of the enterprise with partners, government agencies, determines the relationship of the participants in the company with each other.

Charter - a set of provisions and rules defining the structure, activities, rights and obligations of a legal entity, approved and registered in the manner prescribed by law. The charter determines the legal status of a legal entity. The charter of the organization is approved by its founders (participants).

The charter of the organization should define:

name of the legal entity,

its location,

activity management procedure,

The articles of association must include the following sections:

1. General Provisions. This section indicates the full name of the organization, the abbreviated name and the abbreviation used in the content of the charter. It should list the laws, codes, on which each relevant organization must rely. Further, the legal and actual addresses are indicated with the obligatory indication of the postal code. An important part of the general provisions is a direct indication of the purpose of the society. If it is a commercial organization, then profit is indicated as the purpose of the activity. The final point of the general part of the charter will be a list of activities of the company. Although they can be taken out in a separate clause of the charter.

2. The legal status of the society. Enumeration of the rights and obligations of the company, following its state registration.

3. Rights and obligations of the founders. In addition to surnames, names and passport data, this place outlines the terms of reference of the participants in the society: rights and their obligations. Including the right to withdraw from society and the consequences arising from this decision. The more detailed all the nuances are spelled out, the more confidence in their security the charter will give the founders of the company. It is especially important to prescribe the procedure for the transfer (alienation) of your share. Other important details that are not specified in the legislation on a limited liability company, but important for the founders of this company, are also prescribed here. For example, the procedure for notifications about the date of meetings, about the sale of a share, about a decision to leave the company, etc. The founders can notify each other in different ways, so that there are no unnecessary misunderstandings, it should be clarified which of them is legally valid. It should also be clarified who and in what cases is responsible for notifying all founders.

4. Meeting of founders. This section states:

Agenda (circle of issues), participants of the meeting are specified (can send their representatives to the meeting or not), their rights (to take part in each meeting, etc.);

The competence of the meeting (list the main decisions taken by a majority of votes, and decisions taken only unanimously);

The frequency of meetings (regular and extraordinary) and terms, you can also indicate the cases in which an extraordinary meeting is held;

Method and timing of notification of the date of the meeting.

This paragraph of the charter may also contain other details, for example, the possibility of absentee voting on a certain range of issues.

If there is only one founder in the company, instead of the meeting, this paragraph reflects a list of his possible sole decisions, which, like the minutes of the meeting, should be drawn up in writing.

5. Executive body. It should be specified that the person elected to the position of director is recognized as such. Indicate the procedure for electing a director (at a general meeting of founders), the term of election (more often a year, sometimes two is indicated), his rights and obligations in relation to the company, the deadline for submitting a report on his activities (mostly once a year).

6. Financial activities of the company. The documents on the basis of which the company plans to carry out its financial activities are indicated, for example, the annual plan. And other important points: what kind of resources society has the right to dispose of; how the profit will be distributed among the founders (this moment should be prescribed in accordance with the law on limited liability companies); company funds (for example, reserve) and deductions to them; the procedure for disposing of the company's financial resources in critical situations (debts, bankruptcy). Also in this section should reflect the order of accounting. accounting and financial reporting (“in the manner prescribed by legal acts”).

The procedure for managing the authorized capital (as well as its size, the shares of the founders) can be prescribed as a separate clause in the charter of the company.

7. "Auditor of the company" indicating the powers, the procedure for election to this position, the timing of the audit, grounds.

8. The procedure for storing and transferring information about the activities of the company. List the documents that should be kept (constituent, minutes of meetings, authorized documentation, regulations, auditor's conclusions, etc.). Specify the storage location, as a rule, this is the legal address. In the same section, it is necessary to describe the procedure for providing documentation and other information about the activities of the company to other persons, with which all the founders of the company agree.

9. Liquidation, reorganization of the company. The order and reasons for both should be listed in accordance with the law; indicate possible forms of reorganization (merger, transformation into another organizational and legal form). This section of the charter will also serve as a kind of regulation on the liquidation commission: indicate the procedure for appointing the commission, its possible composition, powers, grounds for convening the commission.

It should be noted that the specifics of the creation and functioning of organizations in various organizational and legal forms have an impact on their charters. In this regard, we will consider the content of the statutes in a differentiated way, taking into account the various organizational and legal forms of organizations. Consider the content of the main provisions of the charter for commercial organizations .

Charter of a limited liability company.

The charter of a limited liability company in accordance with paragraph 3 of Article 89 of the Civil Code of the Russian Federation and paragraph 2 of Article 12 of the Law "On Limited Liability Companies" must contain the following information:

full and abbreviated corporate name of the company;

information about the location of the company;

information on the composition and competence of the company's bodies, including on issues constituting the exclusive competence of the general meeting of the company's participants, on the procedure for making decisions by the company's bodies, including on issues decisions on which are taken unanimously or by a qualified majority of votes;

information on the size of the authorized capital of the company;

rights and obligations of the company's participants;

information on the procedure and consequences of the withdrawal of a company participant from the company, if the right to withdraw from the company is provided for by the charter of the company;

information on the procedure for the transfer of a share or part of a share in the authorized capital of the company to another person;

information on the procedure for storing documents of the company and on the procedure for providing information by the company to participants in the company and other persons;

other information provided for by this Federal Law. The company's charter may also contain other provisions that do not contradict this Federal Law and other federal laws.

Charter of a joint-stock company

In accordance with the Federal Law "On Joint Stock Companies" (1995), the charter of a joint stock company must contain the following information:

full and abbreviated trade names of the company;

location of the company;

type of society (open or closed);

the number, par value, categories (ordinary, preferred) shares and types of preferred shares placed by the company;

rights of shareholders - owners of shares of each category (type);

the size of the authorized capital of the company;

the structure and competence of the company's management bodies and the procedure for their decision-making;

the procedure for preparing and holding a general meeting of shareholders, including a list of issues on which decisions are made by the management bodies of the company by a qualified majority of votes or unanimously;

information about branches and representative offices of the company; other provisions stipulated by this Federal Law and other federal laws.

Charter of a production cooperative

The charter of a cooperative must contain, in addition to the information specified in paragraph 2 of Article 52 of this Code, conditions on the amount of share contributions of members of the cooperative; on the composition and procedure for making share contributions by members of the cooperative and their liability for violation of the obligation to make share contributions; on the nature and procedure for the labor participation of its members in the activities of the cooperative and their liability for violation of the obligation for personal labor participation; on the procedure for distributing profits and losses of the cooperative; on the amount and conditions of subsidiary liability of its members for the debts of the cooperative; on the composition and competence of the management bodies of the cooperative and the procedure for making decisions by them, including on issues, decisions on which are taken unanimously or by a qualified majority of votes.

Charter of a unitary enterprise

In accordance with the Federal Law "On State and Municipal Unitary Enterprises", the charter must contain the following information: full and abbreviated company names of the unitary enterprise; indication of the location of the unitary enterprise; goals, subject, activities of a unitary enterprise; information about the body or bodies exercising the powers of the owner of the property of the unitary enterprise; the name of the body of the unitary enterprise (head, director, general director); legislation and other normative legal acts containing labor law norms; a list of funds created by a unitary enterprise, the size, procedure for the formation and use of these funds; other information provided for by this Federal Law.

The charter of a state or municipal enterprise, in addition to the information specified in paragraph 3 of this article, must contain information on the size of its authorized capital, on the procedure and sources for its formation, as well as on the directions for using profits.

The charter of a state-owned enterprise, in addition to the information specified in paragraph 3 of this article, must contain information on the procedure for distributing and using the income of a state-owned enterprise.

The charter of a unitary enterprise may also contain other provisions that do not contradict this Federal Law and other federal laws.

Consider the features of constituent documents for non-profit organizations.

Charter of a consumer cooperative

The charter of a consumer cooperative must contain, in addition to the information specified in paragraph 2 of Article 52 of this Code, conditions on the amount of share contributions of members of the cooperative; on the composition and procedure for making share contributions by members of the cooperative and on their liability for violation of the obligation to make share contributions; on the composition and competence of the management bodies of the cooperative and the procedure for making decisions by them, including on issues, decisions on which are taken unanimously or by a qualified majority of votes; on the procedure for covering the losses incurred by members of the cooperative.

Foundation charter

The charter of the fund, in addition to the information specified in paragraph 2 of Article 52 of the Civil Code of the Russian Federation, must contain: the name of the fund, including the word "fund", information about the purpose of the fund; instructions on the bodies of the foundation, including on the board of trustees supervising the activities of the foundation, on the procedure for appointing and dismissing officials of the foundation, on the location of the foundation, on the fate of the foundation's property in the event of its liquidation.

Constituent documents of associations of legal entities (associations and unions)

The constituent documents of an association (union) must contain, in addition to the information specified in paragraph 2 of Article 52 of the Civil Code of the Russian Federation, conditions on the composition and competence of the governing bodies of the association (union) and the procedure for their decision-making, including on issues decisions on which are taken unanimously or by a qualified by a majority vote of the members of the association (union), and on the procedure for the distribution of property remaining after the liquidation of the association (union).

A legal entity is considered established from the moment of its state registration.

State registration of individuals is carried out in accordance with the Federal Law "On State Registration of Legal Entities" dated August 8, 2001 No. 129-FZ by the authorized federal executive body (registrative body).

Information on the creation, reorganization and liquidation of legal entities, as well as other information on legal entities and relevant documents by the registering authority are included in the state register.

The registering authority, no later than one working day from the moment of state registration, issues (sends) to the applicant a document confirming the fact of making an entry in the state register, or no later than five days - a refusal to state registration of a legal entity. The decision to refuse must be justified. The decision to refuse state registration may be appealed in court.

The mark of the state registration of the established organization is affixed on the title page of the organization's charter.

The charter is drawn up on standard sheets of A4 paper. The text of the charter consists of sections with headings and numbered in Arabic numerals. The title page of the charter indicates: the type of document (CHARTER), the organizational and legal form of the legal entity, its individual name, the place where the document was drawn up, the approval stamp of the charter by the founders or participants (top right). On the original charter, the registering body at the top left puts a mark on the registration of the charter.

The stamp of approval on the charter is certified by the seal of the organization. The stamp of the state registration authority shall certify the registration mark.

Normative legal acts establish standard and exemplary forms of charters of organizations and enterprises of various organizational and legal forms.

Thus , the specifics of the creation and functioning of organizations in various organizational and legal forms affects their charters.

The charter can be developed individually for each specific organization, but it must include the mandatory information specified in Article 12 of the Law "On LLC":

• full and abbreviated corporate name of the company;
• location of the company;
• information on the composition and competence of the company's bodies;
• the size of the authorized capital;
• rights and obligations of the company's participants;
• the procedure and consequences of the participant's withdrawal from the company;
• the procedure for the transfer of a share or part of a share in the authorized capital to another person;
• the procedure for storing company documents;
• procedure for the provision of information by the society.

When preparing a package of documents for registering an organization using our service, you will receive a ready-made LLC charter containing the individual information you entered. You can adjust the resulting version of the charter of a limited liability company at your discretion, but keep in mind the need to contain mandatory information in it.

Model charter LLC 2018

The concept of "Model charter of an LLC" was introduced by Article 52 of the Civil Code of the Russian Federation in September 2014, however, in practice, the possibility of registering an organization on the basis of a model charter has not yet been implemented. A model charter will not be submitted when registering an organization, either in paper or electronic form. When accepting documents, the registration authority will simply note that the legal entity is acting on the basis of a model charter, samples of which are being developed by the Federal Tax Service of Russia. Information about this will be indicated in the Unified State Register of Legal Entities.

They are not mandatory, so the possibility of developing individualized charters in paper form remains. Already established organizations have the right to freely switch from a standard charter to an individual charter and vice versa.

Issues to be Considered When Preparing the Articles of Association of an LLC

In addition to the mandatory information about the organization specified above, the founders can consider a number of other issues in the charter:

1.The period for which the organization is created. By default, an LLC is created without a time limit, but the charter may provide for an exact period for the existence of the company.

2.Change in the authorized capital of LLC. According to the rule of article 38 of the Federal Law "On LLC", a change in the authorized capital is adopted by a majority - at least 2/3 of the votes of the company's participants. However, the law gives the participants the opportunity to fix the rule in the charter that a decision to change the Criminal Code must be taken unanimously.

3.Alienation of a share or part of it by a member of an LLC to another. Article 21 of the Law "On LLC" allows participants to freely alienate (sell or donate) their shares to other participants. At the same time, the charter of an LLC may provide for the need to obtain consent to the relevant transaction from other participants and the LLC itself.

4.Alienation of a participant's share or a share of the LLC itself to a third party. The law makes it possible to establish in the charter a prohibition on the alienation of a participant's share or a share owned by an LLC to third parties.

5.Transfer of a participant's share to his legal successors or heirs. According to the general rule of Article 21 of the Federal Law “On LLC”, the shares of the participants pass to their legal successors or heirs, but such a right may be prohibited if the participants make a corresponding provision in the charter of the LLC.

6.Pledge of LLC shares to a third party. The transfer of a share as a pledge to a third party is possible only with the consent of the general meeting of participants, but the charter may also provide for a complete ban on pledge.

7.Preemptive right of the company to acquire a share of a participant. The charter may include a provision on the company's pre-emptive right to acquire a share when it is sold by a participant to a third party.

8.Withdrawal of a member from the LLC. Please note that the law allows a participant to leave an LLC only if such a possibility is established by the charter. If you want to allow a participant to leave so that his share passes to the LLC (with compensation for its cost), then include such a clause in the charter.

9.Making decisions at the general meeting of participants. On certain particularly important issues, the participants may indicate in the charter the number of votes necessary to make a decision on such issues, but not less than 2/3 of the votes of the total number of votes. Contributions towards the payment of authorized capital.

10.A ban on contributions towards the payment of the authorized capital of certain property. The charter may stipulate that certain types of property or property rights cannot be taken into account as payment for the authorized capital.

Compliance with all the rules listed above will help you avoid annoying mistakes when creating the charter of an LLC, but often regional tax authorities may impose specific requirements that are not explicitly specified in the legislation, so the service is now available specifically for our users free document verification for business registration by 1C specialists.

Organizations with shares (parts) of the authorized capital - joint-stock companies and LLCs - make up the lion's share among all economic entities in our country.

It is much more difficult to register a company in the form of a JSC (joint stock company) than an LLC (limited liability company). This is due to the intricacies of the creation, execution of constituent documents, the issuance of shares, and so on.

In the course of a joint-stock company's activities, there are also procedural features, for example, the need to disclose information, approval of a number of transactions by all shareholders, etc. Therefore, the form of a business company in the form of an LLC more common.

Application and necessity

The creation of an LLC is regulated in particular by:

• the Civil Code of the Russian Federation;
• No. 14-FZ "On Limited Liability Companies" (1998);
• No. 129-FZ "On state registration of legal entities and individual entrepreneurs" (08.08.2001).

To form a company in the form of an LLC, you need joint expression of will of its founders, expressed in the form of a memorandum of association, and the main document by which the company being created will be guided in its activities - the Charter. According to the legislation, the Charter establishes all the most important issues of the enterprise's activity - from determining the rights and obligations of the founders to the procedure for distributing income (profit) or liquidating (closing) the company.

Interestingly, the founding agreement signed by the participants of the future LLC does not apply to constituent documents (clause 5, article 11 of the LLC Law), and if there is only one participant, then it is not at all necessary. But the Charter is necessary in any case, because:

• is a founding document;
• regulates almost all the most important issues of the company;
• without it, it will not be possible to formalize the creation of a legal entity and register with the IFTS, and therefore start working legally.

In addition, if any license is required for the activities of the company, it will be possible to obtain it only after the registration of the LLC and if this type of activity is indicated in the statutory documents.

When and by whom is it compiled

The charter is the fundamental document of a company in the form of an LLC, so it must be drawn up at the first stage of creating a company, along with the preparation of a memorandum of association and a list of candidates for management bodies (management).

Although several types of model statutes have already been developed, no model statutes have been approved so far. Therefore, when creating an LLC, the founders still have to draw up the articles of association on their own.

This is done immediately after the exact list of participants, the planned location, size, shares of each owner, the procedure and terms for making shares in the LLC, as well as information on future joint activities (when and how many times a year will be convened general meetings, how candidates for elected positions in society will be nominated, etc.).

If the company has only one owner, the memorandum of association is not drawn up, however, the above issues must be resolved by them alone in order to include them in the Articles of Association.

The drafting of the text document of the Charter is carried out either by the founders themselves, or by a professional lawyer, or for this purpose they involve an organization specializing in the registration of newly created companies.

Read more about the drafting of the LLC Charter in this video.

Composition and mandatory items

The charter is drawn up in writing, which does not require any certification by a notary or any state body. The founders of the company are free to independently determine all the most important issues of the activity of the company being created.

At the same time, it is important to comply with the requirements of the law regarding the content of the document:

• articles,,, 66.3, Civil Code of the Russian Federation;
• articles 4, 12, 32 of the LLC Law;
• Article 5 of the Law on State Registration of Legal Entities and Individual Entrepreneurs.

Regardless of the type of activity that the founders of the company plan to engage in, the Charter must contain:

1. Company name (full - mandatory, abbreviated - if desired). At the same time, the phrase "Limited Liability Company" and the abbreviation "LLC" are required to be indicated in Russian. There are a number of additional restrictions on the choice of name. For example, you can not use the names of government agencies, political parties, so as not to mislead anyone. Trade names, product brands, etc., which have already been duly registered, may also not be used.
2. Required location information. The settlement is indicated (clause 2, article 54 of the Civil Code of the Russian Federation).
3. The size of the authorized capital. It is made up of the nominal shares of the founding members, and is necessarily expressed in rubles. The upper limit is not limited, but the minimum is set at 10,000 rubles.
4. Information about the general meeting of participants (founders), the competence of this company management body. According to the law, only the general meeting decides the most important issues of the LLC: changing the Charter, the amount of capital, electing the audit committee, distributing the company's profits for the year, making a decision on liquidation / reorganization, and other issues.
5. On the sole executive body (director, manager, etc.).
6. Information about the collegial executive body, about the board of directors (including issues of their competence).
7. Data on the audit commission (auditor) of the company. The commission may not be created if there are less than 15 founders. In this case, the functions of the commission can be transferred to auditors.
8. The list of rights of LLC participants (participation in management, familiarization with documents and activities, participation in the distribution of profits, the procedure for alienating participants' shares, leaving the company and receiving a share of property upon liquidation of an LLC, transferring shares as collateral to third parties, etc.).
9. The list of obligations of the participants (the following must be included: on non-disclosure of confidential information, participation in mandatory meetings, actions solely in the interests of society, a number of other obligations established by the Law on LLC).
10. Withdrawal of participants / transfer of shares in the authorized capital.
11. Questions about documents, disclosure of information to other persons.

The Charter can also include other information and provisions not prohibited by law, for example, that shares in the authorized capital are contributed only in money (or certain property), on a special procedure for distributing profits. It is logical to include the way in which the adoption of the decision by the meeting and the composition of the members present at it are confirmed.

According to Art. 67.1 of the Civil Code of the Russian Federation, the decision must be certified by a notary, and, unless otherwise stipulated in the Charter, a notary will have to be invited to each general meeting. In addition, depending on the number of founders, some sections of the Charter are composed differently.

With one founder

Significant differences between the Articles of Association of a company founded by one person and a company with several founders mainly affect sections relating to the procedure for making decisions (their registration), the procedure for distributing profits, and the powers of the executive body. All these sections are filled out taking into account the fact that there is only one founder.

Thus, the statute includes a provision that decisions on relevant issues are made by the sole participant and formalized in writing. The presence of a notary is not required in this case. At the same time, the competence of the sole founder is the same as when establishing a company by 2 or more persons.

As a rule, the only participant assumes the director's duties, but may also appoint another to this position by his decision.

The sole founder of an LLC can be another company (legal entity), but only if it, in turn, does not consist of one person.

With two or more founders

When creating a company by two or more founders (individuals and / or legal entities), the following issues must be worked out in the sections of the Charter:

• how decisions are made at the meeting, how to formalize such decisions;
• the procedure for leaving the LLC (whether there is such an opportunity or not, and how to carry out this exit);
• alienation of a share by a participant (in particular, issues of inheritance of shares, payment of compensation to heirs, the possibility of sale);
• the procedure for distributing profits between participants (taking into account shares, participation in activities, etc.).

The current civil legislation makes it possible for participants to resolve most of these issues on their own.

How to prepare a document, bind and make changes

After preparing the text of the Charter of the LLC and other documents, the company should be entered in the Unified State Register of Legal Entities - the register of legal entities, which is maintained in the Russian Federation by the Tax Inspectorate (FTS of Russia).

To do this, the Charter, together with a set of documents for registration, including payment of state duty, filling out an application for registration by, in two identical copies, is submitted to the tax office at the location of the executive body of the company.

Requirements for registration of the Charter:

• stitched, numbered Charters are handed over in two copies, while the sheets are numbered from the second (the number is not put on the title page);
• on the back of the Charter, a seal is stuck indicating the stitched and numbered pages, the signature of the applicant.

To amend the Articles of Association of an already existing LLC, the preparation procedure is repeated: they draw up the decision of the LLC participants, prepare the text of the changes, pay the state duty, fill out an application to the IFTS and submit it in 2 copies for registration.

It should be remembered that changes can be made in two ways:

• prepare a new version of the document;
• prepare a document containing only the changes (additions) to the relevant sections of the Charter.

The most frequently required changes are those related to the change of address, participants and other issues.

Innovations in legislation in 2018

When drawing up the Charter of an LLC in 2018, it is necessary to take into account some changes that have occurred in Russian legislation:

• decisions of LLC participants must be certified by a notary;
• withdrawal of the sole founder from the company is impossible:
• before adding property to the authorized capital, it should be assessed by an independent appraiser;
• the possibility of transforming an LLC into a business partnership is envisaged.

Taking into account what is impossible without the Charter, its drafting should be approached thoroughly, providing for all the issues as fully as possible, and especially those regulating the procedure for the interaction of participants.

Aligns the Charter of the LLC along with the instructions from this video.

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

What is it needed for?

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

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

This is the main document the procedure for the work of the managerial link of the organization is described– members of the company and the general director. There are no separate job descriptions or regulations for their activities.

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

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

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

How to develop?

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

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

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

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

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

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

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

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

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

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

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

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

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

With one founder

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

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

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

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

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

Charter of an LLC with two or more founders

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

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

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

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

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

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

Correct design

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

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

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

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

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

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

How to register?

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

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

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

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

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

How to make changes?

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

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

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

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

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

What to do if the charter is damaged or lost?

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

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

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