Founders who decide to create a legal entity need to pay special attention to such a constituent document as the charter. It is in it that the conditions and procedure for conducting the organization’s activities are prescribed. For many legal forms it is the only constituent document. Let us consider in detail what kind of document this is and how it should be drawn up.

Concept

The charter of an enterprise is a document in accordance with which the activities of the company are regulated. It sets the basic rules that are binding, prescribes the rights and obligations of the founders, and resolves other issues.

The document is developed at the stage of opening the organization, approved at the general meeting and submitted, among others, for registration. This is the basis for registration activities. In addition, when the general director is changed or any changes are made, all these actions must be carried out through the registration authority.

Let's consider how the LLC charter should be developed.

Development

Often, instead of a detailed drafting, the founders only use a standard document without paying due attention to it. However, if errors are made in the charter, the registration procedure may be denied. And then you will not only have to finalize it, but also pay the state fee again in order to submit documents for re-registration.

On the other hand, if everything necessary is not written down in the document, changes will have to be made later. And this, in turn, will require a lot of time and paperwork, which can be avoided with proper development. Sometimes, to save time, as well as to avoid making many mistakes, it is more advisable to seek the help of a lawyer. However, the best option is to develop it yourself. The charter of the enterprise can be taken as a basis - a sample, and then it is detailed specifically for your company. The main requirement for the template: it must be drawn up in accordance with all the latest changes in the law.

When filling out a document with text, you need to pay attention to the following points. Firstly, the LLC charter does not include information about its participants. Secondly, information about the share in the authorized capital is also not needed.

Thanks to this, compiling it has now become easier. In the future, if the composition of participants changes or capital is redistributed, the document will not have to be changed. The procedure, however, will be required if there are changes in the details, scope of activity, as well as internal procedures.

Structure

There are certain requirements for registration. So, in the charter:

• indicate its full and abbreviated name;
• location;
• reflect all planned types of activities (in this case it is better to stipulate that the company will not be limited to these works);
• indicate the amount of the authorized capital;
• rights and obligations of participants;
• prescribe the possibility of leaving the organization;
• inform how documents will be stored.

Decor

The easiest way to get acquainted with the rules of registration is when you have a ready-made example of the charter on hand. After preparation, it is stitched, and in this form is submitted for approval at the general meeting.

The form of the charter assumes the presence of a title page, which is not numbered, and all other pages must be marked, starting with the number “2”. The document is sealed on the reverse side, and on the same sheet the number of stitched pages is reported, as well as the initials and surname of the applicant.

Authenticity is certified by a seal. This is necessary in the case when the organization is already operating. But in the case when a document is submitted for the first time, there may not yet be a seal, so its presence is not necessary.

The charter of the enterprise is drawn up in two copies, since government agencies will require the original. In addition, it is advisable to prepare notarized copies of the document after approval. For this purpose, photocopies of all sheets are prepared. But neither the company’s seal nor the manager’s signature is required.

One founder

The specifics of how the document is drawn up may also depend on how many founders the company has. If this is one person, then you can indicate the home address of the general director as the location of the organization.

If this sole founder is the general director, then his term of office is defined as unlimited. It should be taken into account that the founder can be not only an individual, but also a legal entity, which includes, for example, several people. The law allows this. The only limitation in this case is the inability to act as a founder of an LLC if the organization has one founder. Thus, the norm does not give an individual the right to register many limited liability companies in his name.

Several founders

If there is more than one founder, the charter of the enterprise delineates their rights and powers, and also describes the relationship. This may be related to both financial issues and membership relations. The document states whether participants can leave the founders, what issues they decide at the general meeting, what powers are vested in the general director, and more.

In addition, the charter prescribes measures to protect capital, as well as the procedure for alienation in the event of the LLC owner leaving the organization. If it is planned that the founders have the right to buy capital from each other, this procedure should be spelled out in detail, including all the criteria by which the price is determined.

Transfer of capital can also be carried out to third parties. In this case, an act of donation or inheritance is concluded. Then it is necessary to describe the order of transfer. This will help avoid the occurrence of various conflict situations in the future.

Alteration

Amendments to the charter of the enterprise are required if:

• the address of the organization's location changes;
• the size of the authorized capital changes;
• other changes necessary to be reflected in the document are made.

If the decision to edit is made, everything must be registered with the registration authority. Only after this procedure they are considered to have entered into legal force.

Registration

To ensure that no problems arise during the implementation process, all constituent documents of the enterprise must be checked for compliance with the current regulatory framework.

The registration authority is the territorial branch of the Federal Tax Service, to which the location of the organization belongs. With one founder, the home address can be entered. A state fee is paid for the registration procedure.

The package of documents required for registration includes the following:

• minutes of the meeting of founders or, if there is only one, the decision of the head to create the organization;
• application for registration on the appropriate form, certified by a notary;
• charter of a private enterprise, which is sealed and stitched;
• receipt of payment of state duty.

The same documents are submitted if the existing organization needs to make some changes to the charter. The minutes of the meeting or a single decision in this case is made to make changes. Usually it is necessary to submit two copies, one of which is returned to the applicant, and the other remains with the Federal Tax Service.

If you approach the issue seriously and take into account each of the described points, then the most common mistakes when submitting documents for registration can be avoided. Then, in the future, it will be much easier, if necessary, to make changes to the charter of the enterprise. It is more convenient to use a sample for an existing enterprise than a blank standard document. The photo below, for example, shows the opening pages of the current charter.

Charter of the institution

If we consider a state-owned enterprise, then its owners are representatives of the Ministry of State Property. Thus, the founder in it is the state itself. The charter of a state enterprise is approved by the relevant representative. It reflects information about the goals of the company. It turns out that for this type of organizational and legal form the possibility of carrying out activities is limited to special purposes. The general director of such an enterprise is appointed and dismissed from his position by the owner. The position of companies at the state and municipal levels is currently regulated by the Civil Code and other regulations.

Conclusion

Thus, both private and public companies require a constituent document that clearly outlines future activities. For all types of charters, there are essential conditions that must be reflected in the document. But each organization has the right to introduce into it its own internal norms and rules that do not contradict the law.

The charter is the constitution of the organization, according to which it will function in the official space of the state. The presence of this document is mandatory for all legal entities in Russia.

Although many LLCs exist perfectly well by submitting a template charter to the tax office (IFTS), no one can guarantee that a particular company will avoid difficulties that the founders were too lazy to provide for in their “constitution.”

Why do we need a charter?

Formally, the charter is necessary to register the LLC with the tax office and operate legally. If it is not in the package of documents or if it lacks mandatory information, the Federal Tax Service will not accept the application for registration.

The fundamental points that need to be indicated in the charter should be looked at in the Federal Law “On Limited Liability Companies” - this is the most reliable source.

The clauses of the charter that are valid and necessary for registering an LLC are listed below. Informally, the charter is personally important for the LLC founders themselves:

• It defines the rights and obligations of the participants, i.e. what each of them can and should do in relation to society. The law makes it possible to exclude in court those who shirk their duties or interfere with the activities of the owners of the company. In addition, the charter may stipulate additional rights for individual participants, which may reduce the opportunities of other owners of the company and which cannot be canceled without the written consent of the participant with preferences.
• It regulates the procedure for withdrawal from the membership of an LLC, transfer (donation, inheritance, sale) of shares to third parties, and distribution of profits. This directly affects the material interests of the founders of the company, for the sake of which, in fact, the company is created. Raiders and unscrupulous founders can take advantage of incorrectly drafted sections of the charter regulating the transfer of shares.
• It describes the management of the enterprise: governing bodies, issues of their competence and operating procedures. We are talking about the participants of the LLC (body - general meeting) and the main head of the company (general director). Separate organizational and legal documents, such as regulations or job descriptions for these management bodies are not published; everything is prescribed in the charter of the LLC.

Who draws up the charter and when does it come into effect?

The charter of an LLC can be developed by the founders themselves. If there is only one founder and he is also the general director, then a free online template is quite sufficient, since in this situation the main task of the charter is to register an LLC.

If the director is another person, then the founder should pay special attention to the section “Management Bodies” and make sure that the general director does not have the opportunity to become the owner of the company (get a share in the authorized capital). Then, in any case, the last word will be with the founder.

If there are several founders, then controversial situations are possible during the existence of the company. Of course, an LLC is usually created by people who know each other well and have been tested in life before going into business together. However, the situation may change over time. It is worth contacting a lawyer if the contributions of the participants are unequal, one of them wants to manage the company, someone is included nominally (for example, a wife), etc. Then the main initiator of the business will have at least some guarantees of receiving what he expects.

The charter of the LLC is drawn up after all participants have agreed on the fundamental points that are prescribed in it, but before the creation of all other documents.

Then it will be necessary to make a decision on the establishment of the company. For several founders, it is adopted at a general meeting, about which a protocol is drawn up. You will also need to sign a constituent agreement, create a list of participants, fill out an application for registration and have it certified by a notary, and pay a state fee.

The charter is considered valid from the moment of registration of the LLC as a legal entity in the tax office. The applicant for submitting the charter to the Federal Tax Service is selected at a general meeting of founders from among the company's participants. He must have the application certified by a notary. This participant or anyone else by proxy can also submit documents to the tax office. In the first case, you will be able to receive the registered charter of the LLC in 5 days, in the second, it will be sent to the address of the enterprise.

What must be included in it?

So, you need to include:

• Name of company. There can be several names: full in Russian, abbreviated in Russian, full in the languages ​​of the peoples of the Russian Federation or foreign ones, abbreviated in the same languages. Only the full name in Russian is required, even if in the future the designation in another language will be used more often (in this case, at least 2 names are indicated: non-Russian and the same in Russian transcription).
• Legal address of the company. For the sole founder, this may be the address of his residence; in other cases, the participants must have a document confirming the right to use the premises (lease agreement or certificate of ownership).
• Controls. The charter of the LLC must indicate the general meeting of participants and the executive body (general or executive director):
  • The general meeting specifies issues on which only it can make a decision, and the number of votes from those voting at which the vote is considered valid (1/2, 2/3, 3/4, all). The procedure for convening a meeting and holding it is also determined;
  • The tasks that he solves, his rights and obligations, procedures for appointment and dismissal are established according to the director.
• Authorized capital. Now you only need to indicate its size, without dividing it into shares of the participants. The minimum amount is still 10,000 rubles.
• Rights and obligations of participants. The LLC Law lists mandatory rights and obligations; you can simply rewrite them. However, if one of the founders is also the general director, it is worth working on this section to comply with the actual situation, so as not to infringe on anyone’s rights or detract from anyone’s merits.
• Withdrawal from participants and transfer of shares to third parties. The charter of the LLC must certainly indicate actions in these cases. This could be the liquidation of the company, a ban on the transfer of shares, etc. depending on the needs of the founders.
• Storage of LLC founding documents, in particular, the charter, and the publication of information required for publication. Accordingly, in both cases it is necessary to indicate where this will happen.

The charter of an LLC may also contain other sections, for example, branches and representative offices. The names and shares of the participants should not be indicated in this document, so that if they change, the company will not have to be re-registered.

It is worth noting that the charter of the LLC is not signed by anyone and no seal is placed - it is approved by the decision on the establishment of the company, which is written in the appropriate stamp. All pages, including the title page, are numbered (the number does not appear on the title page, but it is included in the general numbering) and filed. On the back side of the last sheet, in the place of stitching, a sheet of paper “Stitched and numbered __ sheets” is glued, which is signed by the applicant with a transcript of the signature.

How to amend the charter

The procedure is as follows:

1. Convene a general meeting, based on the results of which a protocol on amendments to the charter is drawn up, and issue a decision based on the protocol. For a single participant – just formalize the decision.
2. Make changes to the charter, print it, number it and staple it, as described above for the charter of the new organization. On the reverse side of the sheet, where the number of sheets is indicated, the director signs and the company seal is affixed.
3. Fill out an application in form 13001: the title page plus those pages that correspond to the changes being made - and have it certified by the notary to whom the director goes.
4. Pay the state fee and submit documents to the tax office.
   After receiving the charter registered with the Federal Tax Service, the changes will be considered to have entered into force.

Latest changes in legislation regarding charters

The video discusses the latest changes in the content of LLC charters and the procedure for bringing them into compliance:

Changes in 2019

One of the main innovations regarding the charter is the possibility of using standard form, which may vary from region to region. When using it, a flexible transition from this form to a free one, more convenient for organization, is possible. The main difference between a standard form and an individual one is that most changes will not be reflected in the charter, but will be entered only in a single register. An important advantage is the possibility of reducing the registration period to 3 days.

Since 2016, any LLC is a corporation. A number of other changes also come into force:

• Property contributed to the authorized capital must be analyzed by an independent appraiser for its real value.
• Now the content of the charter may provide for the possibility of not one, but several persons to represent the interests of the society.
• The legislation does not require specifying the exact address - it is enough to write the locality.
• All decisions of the meeting of participants must be approved by a notary (taking into account the list of those present).
• The rights and responsibilities of participants have expanded: on the one hand, they have the opportunity to appeal decisions of management bodies, demand compensation for losses and challenge transactions, and on the other hand, they must now participate in making decisions critical to the existence of the LLC and not take actions that could have a negative impact on achieving the company's goals.
• As for the collegial members of management, they now have the opportunity to receive all information about the company’s activities (including accounting reports), as well as the right to challenge transactions and claim compensation for losses.

Basic provisions of the enterprise charter.

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 bodies, and determines the relations of society participants 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 organization's charter is approved by its founders (participants).

The organization's charter must define:

name of the legal entity,

its location,

procedure for managing activities,

The charter must necessarily contain 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 is necessary to list the laws and codes that each relevant organization must rely on. Next, 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 statement of the purpose of the society. If this is a commercial organization, then the purpose of the activity is to make a profit. The final point of the general part of the charter will be a list of types of activities of the company. Although they can be included in a separate clause of the charter.

2. Legal status of the company. List of rights and obligations of the company following its state registration.

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

4. Meeting of founders. This section states:

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

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 clause of the charter may also specify 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 a meeting, this paragraph reflects a list of his possible individual decisions, which, like the minutes of the meeting, should be drawn up in writing.

5. Executive body. It should be indicated 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 (usually a year, sometimes two), 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, an annual plan. And other important points: what kind of resources society has the right to dispose of; how profits will be distributed among the founders (this point should be specified in accordance with the law on limited liability companies); company funds (for example, reserve) and contributions to them; procedure for disposing of the company's financial resources in critical situations (debts, bankruptcy). This section should also reflect the accounting procedure. accounting and financial reporting (“in the manner established by legal acts”).

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

7. “Inspector of the company” indicating the powers, the procedure for election to this position, the timing of the audit, the grounds.

8. The procedure for storing and transmitting information about the activities of the company. List the documents that should be kept (founding documents, minutes of meetings, authorized documentation, regulations, auditor’s opinions, etc.). Specify the storage location, as a rule, this is a legal address. The same section should describe the procedure for providing documentation and other information about the company’s activities to other persons, with which all 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, and 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 influence their charters. In this regard, we will consider the content of the charters in a differentiated manner, taking into account the various organizational and legal forms of organizations. Let us 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 company 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 that constitute 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 on which decisions are made unanimously or by a qualified majority of votes;

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

rights and obligations of company participants;

information about the procedure and consequences of the withdrawal of a company participant from the company, if the right to leave the company is provided for by the company’s charter;

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

information on the procedure for storing company documents and on the procedure for the company providing information to company participants 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 company names of the company;

location of the company;

type of society (open or closed);

quantity, 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);

size of the company's authorized capital;

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, decisions on which are made by the company’s management bodies by a qualified majority of votes or unanimously;

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

Charter of a production cooperative

The charter of the 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 responsibility for violating 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 responsibility for violating the obligation of 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 their decision-making, including on issues on which decisions are made 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, types of 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 (manager, director, general director); the procedure for appointing the head of the unitary enterprise, as well as the procedure for concluding, amending and terminating an employment contract with him in accordance with the labor contract 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, the procedure and sources of its formation, as well as 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 the distribution and use of income of the 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.

Let's consider the features of constituent documents for non-profit organizations.

Charter of the 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 responsibility for violating the obligation to make share contributions; on the composition and competence of the management bodies of the cooperative and the procedure for their decision-making, including on issues on which decisions are made unanimously or by a qualified majority of votes; on the procedure for covering 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 foundation's bodies, including the board of trustees that supervises the activities of the foundation, on the procedure for appointing officials of the foundation and their dismissal, 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 making decisions by them, including on issues on which decisions are made unanimously or by 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 created 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 (registration body).

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

The registering authority, no later than one working day from the date 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 can be appealed in court.

A mark on the state registration of the created 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. On the title page of the charter they indicate: 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 stamp of approval of the charter by the founders or participants (top right). On the original charter, the registering authority puts a mark on the registration of the charter at the top left.

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

Regulatory legal acts establish standard and approximate 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 influences their charters.

Independent preparation of an individual LLC charter is not recommended, since it requires special knowledge and takes a lot of time. Using the free online service on our website, you can automatically prepare not only the organization’s charter, but also a complete package of documents for registering an LLC.

Why is it needed?

The charter of an LLC regulates the functioning of the organization. In particular, it touches on such important topics as relations between founders, inheritance and sale of shares to third parties, etc.

Free consultation on LLC registration

Paragraph 2 of Article 12 of the Law “On LLC” establishes a list of mandatory information that must be present in the organization’s charter.

Sections included in the charter in most cases

• General provisions (name, location).
• Legal status of the company.
• Goals and activities of the society.
• Branches and representative offices of the company.
• Authorized capital.
• Changing the size of the authorized capital.
• Rights and obligations of company participants.
• Withdrawal of a participant from the society.
• Property and funds of the society.
• Profit distribution.
• Transfer of a participant's share to another participant.
• Transfer of a participant's share to a third party.
• Inheritance of a share in the authorized capital.
• General meeting of company participants.
• Exclusive competence of the general meeting.
• The sole executive body of the company.
• Audit committee.
• Trade secret.
• Storage of company documents.
• Reorganization and liquidation.
• Final provisions.

Sample LLC charter

The sample charters below differ only in the heading on the title page.

Sample charter of an LLC with two founders in 2019

Sample charter of an LLC with one founder in 2019

What is a standard LLC charter

From December 29, 2015, LLCs received the right to choose on the basis of which charter - individual or standard - to carry out their activities.

Note: by order of the Ministry of Economic Development of Russia dated August 1, 2018 N 411, 36 forms of standard charters were approved, available for use by organizations. The specified document comes into force on June 25, 2019, and from this day on, existing and newly created organizations can switch to a standard form of charter.

Such a charter will not need to be printed, approved by protocol (decision), or certified by a notary. Anyone who is interested in the contents of the model charter will only need to provide a link to the electronic version on the Federal Tax Service website.

note, it will not be possible to change the text of the model charter - this is prohibited, but the version of the charter on the Federal Tax Service website will be updated as amendments are made to the legislation. This must be monitored so that at some point the charter does not interfere with your business.

How to switch to a standard charter and back

The standard charter can be used both for creating an LLC and for existing companies.

Option 1. Registration of an LLC with a standard charter

To do this, you will need to indicate in the protocol (decision) on the establishment of the LLC and in the application in form P11001 that the company operates on the basis of a standard charter. Otherwise, all documents for registering an LLC are drawn up in the usual manner.

There is no need to print out the text of the standard charter, submit it to the Federal Tax Service and store it in paper form.

When choosing the organizational and legal form of their future enterprise, small business representatives often choose a form such as a Limited Liability Company (LLC). For a team of several people with a small start-up capital, this is the only legally possible form, but for individual businessmen it also has quite advantages compared to registering as an individual entrepreneur.

How to write the charter of an LLC with one founder?

In what advantages of creating an LLC with one founder Compared to registering him as an individual entrepreneur? The main thing is that LLC participants bear financial responsibility for the obligations of their enterprise only in the amount of their shares in the authorized capital, and the individual entrepreneur is responsible for all of his personal property.

True, to create an LLC, an authorized capital of at least 10 thousand rubles is required. But at the same time, many large companies prefer to do business with legal entities rather than with individuals, such as individual entrepreneurs. And banks or investors are less favorable towards individual entrepreneurs, often refusing them credit and financial support.

For state registration of LLC it is required to submit to the registration authority (local inspectorate of the Federal Tax Service of the Russian Federation) a package of documents, including the main one is the Charter. Therefore, the activities of the Company legally begin not from the moment of receipt of the Certificate of Registration, but already at the stage of decision-making and execution of constituent documents.

In the latest edition of the Law of the Russian Federation No. 14-F3 “On LLC” dated 07/01/14, namely, adopted unanimously at the general meeting of founders, The charter is determined by the main constituent document Society.

A memorandum of association serves only as an agreement between the participants on the distribution of each person’s shares in the authorized capital.

Writing and adoption of the Charter at the initial stage of creating the Company - the task is not at all trivial and should be approached with full responsibility, because it is on its basis that the entire further existence of the enterprise will take place:

• resolve legal and financial disputes between participants and business counterparties,
• distribution of profits, increase in authorized capital,
• opportunities for development and expansion of the enterprise, the participation of new members, the creation of branches and representative offices and much, much more are realized.

Now on the Internet you can find many options for charters for all occasions. It would seem that choose the appropriate option and bring it to the general meeting for approval.

This option is, of course, possible, but we must take into account that only the text of the Federal Law “On LLC” for the past 16 years since its publication has already undergone at least 20 edits and editions with changes and additions.

Not to mention the many by-laws of the Government, the Central Bank and the Federal Tax Service. And there is no guarantee that the finished text taken from the Internet will not turn out to be hopelessly outdated or inconsistent with the main direction of the enterprise’s economic activity. But many legal disputes will be resolved on the basis of the Charter, and if its provisions do not comply with the norms of the law, verdicts will be rendered in favor of the latter.

Therefore, it is best to entrust such work to a qualified lawyer. But, feeling enough strength and knowledge, and, most importantly, desire, you can do it yourself. Here it is important to carefully and thoroughly study all the basic norms of laws and the experience of other entrepreneurs, both positive and negative.

What should be specified in the LLC Charter

The law requires that the following information be included in the Company’s Charter:

• The name in full form and, if available, an abbreviation.
• Legal location faces.
• Amount of authorized capital.
• The procedure for the withdrawal of a participant from the Company, if its rules provide for such a possibility, and the approved procedure for transferring shares to other persons in this case.
• Rules for storing documentation and providing it to participants or third parties.
• Governing, controlling and other bodies of the Company.

As well as any other information that does not contradict the law that the Society’s participants wish to place in the Charter.

The text of the Charter must be numbered, starting with number 2, the number should not be placed on the title page, and then laced together.

At the back, on its last page, a paper seal is affixed, where the applicant’s data with a signature and the number of numbered pages are entered.

In this form, the Charter is desirable issue in two copies, and also make several numbered and laced copies, but without a signature.

All disagreements regarding the text of the Charter, changes, additions must be made before submitting documents for registration.

In the future, l any changes made to the Charter entail its re-registration with the tax authorities.

The text of the Charter for one founder may lack many of the clauses necessary for an LLC with several participants.

This concerns all issues of interaction between participants, distribution of profits, creation of governing bodies.

On the cover, in the title page header, the following should be indicated:

From page 2, the text of the Charter should contain the following main articles:

1. General provisions

1. Purpose and activities of the company
   Next, you need to indicate all the types of activities that the LLC intends to engage in. They must comply with the OKVED classification.
   It is necessary to separately indicate the types of activities that are licensed.

1. Property and authorized capital of the company
   The size of the authorized capital, what part of it consists of monetary and what part of property shares. Procedure for increasing or decreasing capital.

1. Rights and obligations of company participants
   The rights of a participant to own and dispose of his shares in the LLC provided for by law and the Civil Code. Responsibilities to the Company and government agencies.

1. in the authorized capital to third parties
   

1. Management of a member of the society and its executive functions
   The competence of the founder to manage the LLC, his powers in financial and economic matters.
   Work with personnel, administrative functions.
   Appointment of a third party manager.

1. R profit distribution
   Frequency of profit distribution and financial reporting on it.

1. 
   

1. Reorganization and liquidation
   What forms of LLC reorganization are provided by the founder.
   Distribution of property after liquidation.

This outline of the Charter is approximate; it can be shortened or supplemented with other points.

For example, to protect an LLC from raider takeovers, protective measures can be provided in the articles on the transfer of a participant’s share to third parties and in the reorganization clause.

In other options, the possibility of creating branches, subsidiaries or network enterprises, etc. may be determined.

For a Company with several participants, the title page header should look like this:

1. General provisions
   Here you can also indicate the period of existence of the Company, after which it must be liquidated, or the goal until which the LLC will exist.

1. Purpose and activities
   Similar to the same point for one participant.

1. Property and authorized capital
   Additionally, the responsibilities of each participant to participate in the general capital of the LLC. How will the value of property deposits be determined?

1. Rights and obligations of participants
   Cumulative and individual rights and obligations of LLC members.

1. Withdrawal of a participant from the society
   The right, or restriction thereof, of LLC participants to leave the Company and to receive their share in the authorized capital.

1. The procedure for transferring a participant's share in the authorized capital to third parties or other participants
   Conditions for the alienation of all or part of the share to its acquirers.

1. Audit
   The Company's control body and its functions.

1. Profit distribution
   Frequency of profit distribution and method of its payment to participants.

1. Rules for storing documentation and providing information to third parties
   What documentation, in addition to those required to be stored by law, should be transferred to the LLC archive and for how long. Who has the right to access it.

1. Reorganization and liquidation
   What forms of LLC reorganization are provided by the founders. Distribution of property and shares in the authorized capital after liquidation.

LLC Charter, as the main constituent document and the legal basis for its existence, should maximally provide for and reflect all the main points in the legal and economic activities of the enterprise from its very registration to the very possible moment of liquidation.

However, it does not have to be inflated to such an extent as to predict all situations that arise during the work process.

For this purpose, internal documentation of the Company is published, instructions and orders are given to the administration, and there are legislative, advisory and explanatory acts of the government and governing bodies of the Russian Federation.