Sample. Extract from the minutes of the meeting of the board of directors of a joint-stock company on the appointment of members of the board (standard form)

02.06.2019

All employees of an enterprise who carry out labor activities for its benefit in order to make a profit must be officially employed, and their activities are subject to payment in the amount established by wages, taking into account additional payments. The Labor Code regulates the need to register employees holding management positions, even if they are the founders of the company.

The powers of the Council are set out in Art. 11 of the Museum Law. The Council elects a chairman, deputy and secretary from among its members. The Council makes decisions by a simple majority of votes with the participation of at least half of the Council. Meetings of the Supervisory Board are held at least twice a calendar year and are convened by the Chairman of the Supervisory Board on his own initiative or at the request of the Director. The Director may participate in Board meetings.

The detailed mode of operation of the Council is determined by the rules adopted by it. The Council's office and office space is provided by the Museum. The Director may establish advisory colleges of a permanent nature or for a specific purpose. When appointing a college, the Director determines the subject of his activities and the number of members of the college, which cannot exceed seven.

The procedure for hiring a director has a number of features that distinguish the employment of an ordinary employee from that of a manager. Both one of the founders of the company and any person with appropriate qualifications and experience can apply for a leadership position.

To hire a director, the founders of the company should organize a meeting in advance, at which a decision must be made on the appointment of a specific person to the position of director and minutes must be drawn up. This document will subsequently serve as the basis for hiring a director

specific citizen.

The college is composed of individuals appointed by the director from among the museum's staff or from outside the group. The College formulates opinions on matters that are the subject of its action. College decisions are made by a simple majority in the presence of at least half of the members.

The members of the board elect a chairman from among themselves. The museum provides office and office support for the college. The museum and the Foundation control the museum. The Museum operates independently financially under the terms set out in the Act. The basis of financial management is the Museum’s activity plan, taking into account subsidies from the Founders and the Museum’s own income.

If an enterprise has several founders, then the protocol must contain the signature of each of them. If there is only one founder, then he independently makes the decision to appoint a manager.

Minutes of the meeting of the Society's participants

In the case of two or more founders of the company, the basis for hiring a director is the minutes of the meeting of company participants. In some cases, it is allowed to formalize labor relations with managers by decision of one of the founders

, who was chosen by the rest of the participants as the commissioner.

The Museum's assets may be used only for the implementation of statutory purposes. The funds necessary for the operation of the Museum are provided by the Minister and the Foundation in the manner specified in the Agreement. The Director ensures the timely preparation of annual financial statements, their mandatory verification by an auditor and their submission to the Minister for approval. A copy of the approved report is sent by the Director to the Fund.

The merger, division or liquidation of the Museum is carried out by the Minister and the Foundation under the conditions and in the manner provided for in the Law and in §7 of the Agreement. In accordance with the Charter, the Minister, in agreement with the Fund. Department of City Clinical Hospital no. 4 from Capital has been a battleground for many people for several years. There have been several court hearings over the past three years, after which two directors have been fired and fired, alternating with other interim officials who have come and gone.

The document justifying the hiring of an employee must contain information about the percentage of ownership of company property by the participants.

The decision of one founder

The appointment of a director in the case of the sole creation of an LLC is carried out through the execution of a decision

. It is worth noting that the order documentation must match the date of its registration with the date of the founder’s decision.

The situation is unclear until today, when the institution is headed by a director on a temporary basis. The most recent case of this kind is Valeriu Cernecki, one of the former directors of the City Clinical Hospital no. Recently, the Raskani district court in the capital gave him a victory. According to the decision, the order of the suspended mayor Dorin Chirtoaca, according to which Cernecki was fired last year, was canceled. This would mean that the mayor must now reappoint him. On the other hand, the head of the Health Department, Mihai Mihailov, claims that this is impossible because Chernetski has committed more crimes.

The document must contain information:

1. Date and place of decision.
2. Founder's initials.
3. Indication of 100% ownership of the authorized capital
4. Name of the enterprise and its details.
5. The decision to appoint a specific person as director.
6. Personal data of the citizen appointed as the head of the company.
7. Date of entry into office.
8. Period of authority.
9. Order to amend the register.
10. Signature.

This spring, Valeriu Cernecki filed a lawsuit against the mayor's decision to fire him. At that moment, Mr. Chernetsky was dismissed because, after an irrevocable decision of the Supreme Court of Justice, Ms. Diana Norok was reinstated. In fact, Valeriu Cernecki is a debtor to the Municipal Clinical Hospital no. He has a debt of $000. This would be the first reason why he should not be appointed. The third reason is that the Ministry of Health competition, which Czerniecki won last year, was contested on the grounds that it was illegally organized.

LLC registration: list of documents

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

Application form 11001

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

Decision of the founder of the company

Submitted if the LLC is registered by a single founder. The document does not need to be notarized.

Conducting a meeting and drawing up minutes

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

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

• All LLC participants sign the document. Or part of the participants (if this is stated in the company’s charter);
• recording the decision-making procedure using technical means (audio and video recording);
• other methods permitted by law of the Russian Federation.

The above methods must be reflected in the company’s Charter or in an additional decision.

There are still exceptions to this rule.

The protocol on increasing the authorized capital of the LLC must be notarized. This is stated in the Federal Law of the Russian Federation “On increasing the authorized capital”, article 17 part 3.

How to draw up a founders' agreement

The agreement determines the procedure for conducting joint activities of the company's participants. All founders of the LLC must sign.

The founders' agreement includes the following clauses:

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

The contract itself does not need to be notarized. If the participants leave the LLC, you will need a notarized copy of the founders’ agreement on the creation of the LLC. Along with a copy, the participant leaving the LLC will need an extract from the Unified State Register of Legal Entities. It contains data on the size and cost of a specific share.

Sample LLC charter

Law of the Russian Federation “On LLC” dated 02.08.1998 as amended. and additional (current in 2017) mandatory sections of the document are provided. If the general meeting of founders in the minutes confirms the authenticity of the charter of the LLC being created, then notarization is not necessary. With the consent of all owners, you can undergo the procedure of certification of the document by a notary. Since 2020, it has become possible to register an LLC on the basis of a standard charter.

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

Sample identification document for the general director of an LLC

Since 2014, a copy of the charter can be certified by the tax authority. The registration procedure lasts up to five working days. For an additional fee, the certification period will be reduced.

Notarization of documents

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

• Notification about the use of a simplified taxation system (if necessary). Keep in mind that you need to apply the simplified tax system from the moment of registration of the organization.
• Paid state duty 4 thousand rubles. (+receipt). Advice: pay the state fee after signing the minutes of the meeting of founders. If something goes wrong, the amount paid to the budget can only be returned after three years. It would be a good idea to take a photocopy of the payment receipt.
• Power of attorney to receive and submit documents (if necessary). A power of attorney has legal force only if notarized.
• Order on the appointment of the general director of the LLC. The signature of the General Director regarding familiarization with the order is required.
• Contract (employment agreement) with the head of the LLC. Drawing up an employment contract should not violate the rules of the Labor Code of the Russian Federation (as amended on September 25, 1992. Relevant in 2020).
• Letter of guarantee from the owner of the premises. The letter contains a guarantee that the company has been provided with a legal address. The tax service has the right to check the integrity of the LLC being created, based on clause 4.2 of Art. 9 of Law 129-FZ. In this regard, the accuracy of the information specified in the letter is checked.

  
  Template for a letter of guarantee from the owner of the premises

Legal entity as founder of LLC

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

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

If the founders are citizens or legal entities of another state

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

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

Instead of money - a property contribution

Based on what is set out in Article 15 of the Federal Law “On LLC”, property contributions to the authorized capital of an LLC are permitted. In this case, it is worth providing property documents for the contributed property (checks, coupons, receipts, warranty cards, invoices, registration certificates, notarial certificate - that is, everything that confirms the presence and ownership of the property.

The contributed property is assessed at the general meeting of founders with the drawing up of minutes. Expert assessment with an official conclusion is welcome.

The property contributed to the LLC is formalized by a corresponding act.

What is the difference between the founder of an LLC and its participant?

Founder - founder of an LLC (individual, legal entity). Resolves all organizational issues regarding registration of an organization. From the moment of official registration of the LLC, all founders are called members of the company.

New members may join the LLC. This happens in the following cases:

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

There are changes in the composition of participants - this is a reason to make changes to the Charter. One participant is required.

Minutes of the meeting: rules for formatting

The pages of the minutes are stapled, and the chairman of the meeting signs where they are stapled. 2 copies of the protocol are drawn up.

The shelf life is the entire period of existence of the LLC. Therefore, the following requirements are imposed on their recording and registration:

• The text is printed on only one side of the sheet.
• Mandatory numbering of protocols. Protocol numbers are written as follows: 01, 02 – 09, 10, etc.
• All protocols are stored in a single folder, or collected in folders by year of imprisonment.
• Within three days, the minutes of the meeting must be drawn up according to the rules.

Table: who should draw up and sign the protocol

Do I need a stamp on the protocol?

At the initial stage of creating an LLC, there is no seal. And that's why it's not installed. Subsequently, when the company acquires a seal, it is allowed to put it on the protocol.

Data for drawing up minutes of the meeting:

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

Absentee voting to enter information into the protocol

The law of the Russian Federation does not prohibit such absentee voting. Information about persons who voted early is entered into the minutes of the meeting. The date and results of absentee voting are indicated.

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

Meeting minutes sections

1. Protocol header.
2. Date, time and location.
3. List of members (founders, invited persons). If there are more than 15 founders, an appendix to the protocol is drawn up with a full listing of the composition.
4. Information about the elected chairman and secretary of the meeting.
5. All meeting agenda information must begin with “about...”. Reference to the meeting agenda itself is not permitted.
6. The essence of each item on the meeting agenda is briefly described. The solution for each issue is indicated.
7. Voting results for each item.
8. A conclusion is written for each item on the agenda.

Drawing up minutes of the meeting of LLC founders

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What is an extract?

An extract from the protocol is an exact copy of it on a specific issue or part . Any member of the organization or his authorized representative has the right to demand it. Upon receipt of a request, governing bodies are required to provide the document within a reasonable time, usually not exceeding 7 days.

The extract should not be confused with a photocopy, since this is a separate document, and it is drawn up in the same order as the protocol itself, indicating those present, the agenda, discussions on a specific issue and the decision made.

The document is marked with the signature and position of the certifying person and the date of preparation. It is provided in cases where there were a large number of issues on the agenda of the meeting and the minutes contain a large amount of information not related to the rights of the person requesting its issuance.

Registration of the decision of the sole founder of the LLC

Let’s say that a sole founder registers an LLC. In this case, no meeting of founders is needed, and the founder draws up a decision (Federal Law No. 14-FZ “On Limited Liability Companies” - relevant in 2020).

What points does the founder’s decision contain?

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

“The minimum amount of the authorized capital of the organizer of gambling in a bookmaker’s office or totalizator is set at 100 million rubles. Only cash can be contributed to pay for such authorized capital. Borrowed funds cannot be used to form such authorized capital.”

Federal Law No. 244 of December 21, 2006. Current in 2016

• On approval of the company's Charter.
• Appointment of the head of the LLC.

An example of how to formalize a decision of an LLC founder is given below.

Registration of the decision of the LLC founder

Change of director of a joint stock company: how to register correctly

But there is another option: the charter may indicate that the decision to change the director is made by the board of directors.

The reasons for the change may be related to various factors:

1. illegal actions on the part of the manager.
2. dismissal at will;
3. the manager fails to cope with the tasks assigned to him, and therefore the company generates a loss;

The list is not exhaustive.

It is worth remembering that the procedure for dismissing the previous manager must be carried out in accordance with existing standards. Decisions concerning the manager can be made by both the general meeting of shareholders and the board of directors (if this condition is included in the charter).

Let's consider both options. According to Article 47 of the Law “On Joint Stock Companies” (No. 208-FZ dated December 26, 1995), the general meeting of shareholders is the highest management body of the company.

Shareholders' meetings are divided

Sample. Extract from the minutes of the general meeting of shareholders on the creation of a branch (representative office) of the joint-stock company (appendix to the regulations on the procedure for the creation, reorganization and liquidation of branches and representative offices of the joint-stock company) (type

(indicate the name of the locality) Listened to: _____________________________________________________________________ (indicate full name.

the official who reported on the issue, who presented a feasibility study for the creation in _____________________________________________________________________ (indicate the name of the locality of the branch (representative office) of the Company and the draft regulations on the branch (representative office)) Decided: 1.

For the proper implementation of the economic functions of the Company (in the case of creating a branch) or representing and protecting the interests of the Company (in the case of creating a representative office), guided by the Regulations on the procedure for the creation, reorganization and liquidation of branches and representative offices of a joint-stock company and the Federal Law “On Joint-Stock Companies,” create in ____________________________________ (indicate the name of ___________________ branch (representative office) of the Company.

Decision on the appointment of the General Director

The decision to appoint a manager is made by the founders of the LLC. However, there is a significant difference in the design: there is one founder - the decision is drawn up, a group of founders - the minutes of the meeting are drawn up.

There is only one founder - we are preparing a solution

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

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

Group of founders - drawing up minutes of the general meeting

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

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Currently, creating an LLC for a beginning entrepreneur does not present any particular difficulties. All you need to get started is a clear algorithm for drawing up, registering and submitting documents. Organizing an LLC allows both a group of entrepreneurs and a single founder to work and profit from their activities.