Memorandum of association

An agreement between participants in legal (commercial) relations, which is concluded with the aim of creating, promoting and developing a common business, is called a founding agreement. Such agreements are created to form legal entities and regulate relations between them.

For a document to be legal and honest, it must be properly prepared, drawn up and registered. Using a ready-made sample from the Internet, you can create the text yourself. But at the same time, it is important to know all the features and legal framework. After reading our article, you will know about all the nuances of forming a constituent agreement.

Appearance of the document and description of its fields

The purpose of the memorandum of association is to create a legal entity. If you plan to open a business with the status of a legal entity (LLC or OJSC), then nothing will work without this agreement. Your application will simply not be accepted for registration with the tax authority.

Such an agreement is the main documentary evidence of cooperation. When formalizing relations, two main documents are formed - the Charter and the memorandum of association of the company.

In appearance, the agreement is a regular document printed on A4 sheets. With title page, details, conditions. The law allows the parties to determine the structure at their discretion. It is only important that the clauses highlight conditions that are significant and do not worsen the position of the parties. Therefore, practicing lawyers can use any convenient structure. The requirements are mainly related to content and form.

The main legal regulator for the formation of constituent documentation is the Civil Code of Russia. It provides rules for certain types of contracts. For example, Article 70 regulates the execution of documents for general partnerships, and Article 83 of the Civil Code contains provisions on the agreement for limited partnerships. In particular, it specifies what the content of agreements should be. In addition, there are instructions regarding the conditions, size and creation of capital of the enterprise.

As for contract fields, they are rarely used. For example, in the case when there is a need to make minor changes to the main agreement. In such situations, it is allowed to make notes with the signatures of all participants and the date of the note.

LLC Charter

Read: What responsibility does the founder of an LLC bear?
The company members can approve it themselves or use the standard charter. Its forms are approved by Order of the Ministry of Economic Development No. 411. A total of 36 versions of the document have been developed with various conditions, from which the company can choose the most suitable one.

There are no requirements for the design of the charter, except that the pages must be bound and certified by the founders. The content of the document is determined by clause 2 of Art. 12 of the LLC Law. The charter reflects the following information:

Full and abbreviated name of the company. LLC is obliged to have in accordance with paragraph 2 of Art. 4 of Law 14-FZ is the full company name, and may have an abbreviated one. It is also allowed to formalize the name in a foreign language or in the language of the peoples of the Russian Federation. All of these options need to be reflected in the charter;
Location of the company. It must correspond to the location of the permanent executive body or other person who is authorized to act on behalf of the company. In this case, it is enough to indicate the name of the locality;
Amount of authorized capital. It consists of the nominal value of the participants’ shares and cannot be less than 10,000 rubles;
Information about the general meeting. These include the competence of the body, the procedure for making decisions, and the timing. It is also recommended to indicate the method by which the decision is confirmed, otherwise it will have to be notarized each time. If there is only one founder, the charter must reflect that he makes decisions individually and formalizes them in writing;
On the sole executive body. They can be either an individual or a legal entity. It is necessary to indicate its powers, composition, decision-making procedure;
Information about the collegial executive body or board of directors, if they are provided for in the agreement on the establishment of the company;
Powers and composition of the audit commission. It is necessary to form it if there are more than 15 participants in the society;
The rights and obligations of participants, which are established by Art. 8 and Art. 9 of the LLC Law. It is also possible to include additional rights and obligations in the charter;
The procedure and consequences of a participant’s withdrawal from the company;
The procedure for transferring a share in the authorized capital to another person. It is also possible to provide for the price at which participants will have the right to redeem the share if it is offered to a third party;
Features of the provision of information by society. The list of documents to which it is obliged to provide access to any participant upon his request is determined by clause 2 of Art. 50 Law 14-FZ;
The procedure for storing company documents;
Other information. Participants have the right to introduce into the charter any conditions that they deem necessary, for example, on the types of property that cannot be paid for a share in the authorized capital, on the procedure for reorganization and liquidation of the company, etc.

Thus, the charter must stipulate all the conditions and features of the company’s activities, which is why it is the constituent document of the LLC.

Important! A copy of the charter is kept by the tax authority; it can be requested in case of loss or damage to the original.

Model charter

This form can be used by any LLC, except for companies with more than 15 participants. To apply it, the general meeting must make an appropriate decision, formalize it in writing and inform the tax authority about it. Using a model charter has a number of advantages. Society does not need:

bring the document into compliance with the law; in case of any changes, this will be done by the body that developed it;
register organizational changes in it and pay a state fee for this;
present the charter to counterparties, banks or a notary, since it is posted on the website of the Federal Tax Service, and the interested person can independently gain access;
keep the original and request a copy if the document is lost or misplaced.

The main disadvantage of a standard charter is that it cannot be changed. Not all issues of the company’s activities are regulated in it; in these cases, you will have to be guided by the Law on LLC and the Civil Code of the Russian Federation. There are also disadvantages for participants, for example, they will not be able to:

buy a share at a price different from its value to a third party;
use the pre-emptive right to purchase not the entire share;
make a profit disproportionate to their shares in the authorized capital.

If such restrictions are not significant for participants, then it is more convenient for them to use a standard charter.

Content

An agreement to establish a company must be concluded if there are more than two participants in the business. This is stated by the Civil Code of the Russian Federation (Article 89) and the Law “On Limited Liability Company” (Article 11). The founding agreement of an LLC must contain all issues related to the creation, investment of funds, and regulation of disputes.

The above-mentioned articles of law oblige the creators to include in the agreement all the necessary conditions that will become the basis for the formation of the Charter of the enterprise and other constituent documents. After all, you need to go to the tax office with a full package of documentation to register a legal entity. Here you need not only an agreement, but also a prepared Charter, as well as a protocol of the founders. Without this package, your company will not be able to be included in the register of legal entities.

The content of the contract requires the following information:

About the organization being founded: name, details, operating address (legal). The title should reflect the purpose (essence) of the activity. It is not recommended to come up with a long, difficult to pronounce name. Before you improvise on this matter, you should familiarize yourself with the articles of the Civil Code and 1473. They contain rules for creating names. The business name must meet these requirements. Otherwise, you will be denied registration. Information about the location (address) of an enterprise is controlled by Article 54 of the Civil Code. You need to familiarize yourself with it too.
Information about the parties (founders): participants can be individuals or other organizations. The document specifies information about each founder specifically. If the founder is a citizen, you need to enter his full name, passport or other personal document details, address of actual residence and registration. If the founder is a company, the full name, INN, OGRN, and address are indicated.
Information about the activities of the institution: there are no strict requirements in the laws on this point. The type and purpose of the activity is stated here, and information about the meeting on constituent issues is entered. Date of the meeting, procedure for notifying the event, etc. The person responsible for holding and organizing the meeting is indicated.
Information about the capital of the founders. This clause sets the amount of contribution for each participant. This is an extremely important point. Based on its content, the tax authority will register the company and record information about it in the state register of legal entities. The law clearly states the minimum amount of capital contributed by participants: ten thousand rubles. A larger size is acceptable, a smaller one is not. Based on the size of these shares, profit will be distributed in the process of activity. It is allowed to register the size of shares in fractional or percentage terms.
The procedure for distribution and payment of shares. The amounts specified in the contract are paid in cash or in the form of property. Capital is deposited within a four-month period. The report is maintained from the date of registration.
Responsibility. This clause provides for possible violations of the conditions and measures of liability of the parties.
Bodies authorized to manage the company. This includes the highest management body and persons managing the activities of the enterprise.
Rights, responsibilities.
Conditions for the founders to leave the community. Any participant can leave the company and give up share ownership. At the same time, the consent of other founders is not required.
Additional information: any individual conditions agreed upon by the participants can be added to this paragraph. For example, prescribe a measure of liability for failure to comply with the deadline for making a contribution.

After reading the text of the agreement, it must be signed by each participant. It is not necessary to notarize the constituent document. As for the number of copies, there should be as many as there are founders. That is, each of them must have a contract in hand. In addition, a copy is created for the tax authority. Well, the organization must have an agreement. Therefore, if, for example, there are three founders, there should be five copies.

Founding agreement of LLC "___________"

City _________, "____" _____________ year.

Citizens of the Russian Federation: _____________________, passport series ____ No. _____, issued by the Department of Internal Affairs “___________” CITY. ____________, date of issue: __________ year, department code _______, residing at: ________________________________. _____________________, passport series ____ No.__________, issued by Passport Office No.__ of _______, date of issue _________, division code: ______, residing at: _____________________________________, hereinafter collectively referred to as “Founders” and/or “Participants”, on the basis of the Civil Code Russian Federation, Federal Law dated 02/08/98 No. 14-FZ “On Limited Liability Companies” (hereinafter referred to as the “Law”) have concluded this Agreement as follows:

1. The Subject of the Agreement

1.1. The founders, based on the pooling of their contributions, undertake to create a Limited Liability Company “__________”, hereinafter referred to as the “Society”. 1.2. The Company was created and operates in accordance with the Civil Code of the Russian Federation, the Federal Law of the Russian Federation “On Limited Liability Companies”, this Agreement and the Charter. 1.3. The Company was created to meet the needs of the domestic and foreign markets for products, goods and services produced and provided by the Company, and to receive profit from the results of its activities. 1.4. To achieve the goal, the Company has the right to engage in any type of activity, subject to the restrictions established by current legislation. Activities, the implementation of which is possible only with special permits (licenses), are carried out by the Company if they are available. 1.5. The company is a legal entity, has separate property in its ownership and on the basis of other real rights, is liable for its obligations with all its property, can, in its own name, acquire and exercise property and personal non-property rights and bear obligations, be a plaintiff and defendant in courts. 1.6. Location of the Company: ___________________________________ 1.7. Postal address of the Company: _____________________________________

2. Authorized capital of the Company, shares and contributions of participants

2.1. The amount of the authorized capital of the Company is determined in the amount of _______ rubles and consists of the nominal value of the shares of its participants. 2.2. The nominal value and size of shares of the Company's participants are determined as follows: _______________________ has a share with a nominal value of __________ rubles, which is _______ percent of the Company's authorized capital; _______________________ has a share with a nominal value of ______ rubles, which is _______ percent of the Company's authorized capital. 2.3. Contributions to the authorized capital of the Company are paid by the founders in cash in Russian currency. The contribution to the Authorized Capital of the Company at the time of state registration of the Company was paid in full by the founders of the Company in cash in Russian currency in the amount of _________ rubles, of which: ___________ rubles were paid by _____________________, __________ rubles were paid by _________________ 2.4. Contributions to the Authorized Capital of the Company may be money, securities, other things or property rights or other rights that have a monetary value. The monetary valuation of non-monetary contributions to the Authorized Capital made by the Company's participants and accepted into the Company by third parties is approved by a decision of the General Meeting of the Company's Participants, adopted unanimously by all the Company's participants. 2.5. The actual value of the share of a company participant corresponds to a part of the value of the company's net assets, proportional to the size of his share. 2.6. It is not permitted to relieve the founder of a company from the obligation to make a contribution to the authorized capital of the company, including by offsetting his claims to the company. 3. Distribution of the Company’s profits

3.1. The profit remaining with the Company after paying taxes and other obligatory payments (net profit) comes to the full disposal of the Company. 3.2. The Company has the right to make a decision quarterly, once every six months or once a year on the distribution of its net profit among the members of the Company. The decision to determine the portion of the Company's profit distributed among the Company's participants is made by the General Meeting of the Company's Participants. Part of the Company's profit intended for distribution among its participants is distributed in proportion to their shares in the Authorized Capital. 3.3. The Company does not have the right to make a decision on the distribution of its profits among the Company's participants: - until the entire authorized capital of the Company is fully paid; - before payment of the actual value of the share (part of the share) of a member of the Company in cases provided for by the current legislation on limited liability companies; - if at the time of making such a decision the Company meets the signs of bankruptcy or if the specified signs appear in the Company as a result of making such a decision; - if at the time of making such a decision the value of the Company’s net assets is less than its Authorized Capital and Reserve Fund or becomes less than their size as a result of payment; — in other cases provided for by federal laws. 3.4. The Company does not have the right to pay profit to the Company's participants, the decision to distribute which among the participants has been made: - if at the time of payment the Company meets the criteria of bankruptcy or if the specified signs appear in the Company as a result of the payment; - if at the time of payment the value of the Company’s net assets is less than its authorized capital and reserve fund or will become less than their size as a result of payment; — in other cases provided for by federal laws. 3.5. Upon termination of those listed in clause 3.4. of this agreement, the Company is obliged to pay profit to the Company's participants, the decision on the distribution of which among the Company's participants has been made.

4. Responsibility of the Company

The company is liable for its obligations with all its property. The company is not responsible for the obligations of its participants. Participants are not liable for the obligations of the Company and bear the risk of losses associated with the activities of the Company, within the limits of the value of the contributions made by them. Members of the Company may be subject to subsidiary liability in cases and in the manner prescribed by law.

5. Management bodies of the Company

5.1. The highest governing body of the Company is the General Meeting of Participants of the Society, which includes participants of the Society or their legal representatives. The competence of the General Meeting of Participants is determined by the current legislation and the Charter of the Company. 5.2. Management of the current activities of the Company and execution of decisions made by the General Meeting of Participants is carried out by the sole executive body of the Company - the General Director in accordance with the powers defined by the Charter of the Company and the current legislation of the Russian Federation.

6. Rights and obligations of participants

6.1. Members of the Society have the right to: - participate in the management of the Company’s affairs; — receive information about the activities of the Company and get acquainted with its accounting books and other documentation; — take part in the distribution of profits in the prescribed manner; — to receive, in the event of liquidation of the Company, part of the property remaining after settlements with creditors or its value. - sell or otherwise assign your share in the authorized capital of the company or part thereof to one or more members of the Company, the Company itself or third parties in the manner prescribed by the Charter of the Company and this agreement; - leave the society at any time, regardless of the consent of its other participants. 6.2. Additional rights: 6.2.1. Members of the Company enjoy a preferential right to fulfill orders received by the Company, as well as to receive orders from the Company for the performance of work and provision of services. 6.2.2. By decision of the general meeting of participants, all participants or a specific participant of the Company may be granted other additional rights. 6.2.3. Additional rights granted to a specific member of the Company in the event of alienation of his share (part of the share) are not transferred to the acquirer of the share (part of the share). 6.2.4. By decision of the general meeting of the Company's participants, additional rights of the Company's participant(s) may be terminated or limited. 6.3. The Company's participants are obliged to: - comply with the provisions of this Charter and the constituent agreement, carry out the decisions of the general meeting of the Company's participants; — make contributions in the manner, in amounts, in composition and within the time limits provided for by law and the constituent documents of the Company; — not to disclose confidential information about the Company’s activities; — provide the Company with the information necessary for its successful activities and provide any assistance to the Company in achieving its statutory goals; refrain from actions that could cause moral or material harm to the Society or its participants. 6.4. The assignment of additional duties to a member of the Company is carried out by decision of the General Meeting of Members of the Company, adopted by a majority of at least two-thirds of the votes of the total number of votes of members of the Company, provided that the member of the Company who is assigned additional duties voted for such a decision or gave written consent .

7. Withdrawal of a participant from the Company

7.1. A member of the Society has the right to leave the Society at any time, regardless of the consent of its other participants or the Society. If a company participant leaves the company, his share passes to the company from the moment he submits an application for withdrawal from the company. In this case, the company is obliged to pay to the company participant who filed an application to leave the company the actual value of his share, determined on the basis of the company’s financial statements for the year during which the application to leave the company was submitted, or, with the consent of the company participant, to give him in kind property of the same value, and in case of incomplete payment of his contribution to the authorized capital of the company, the actual value of part of his share, proportional to the paid part of the contribution. 7.2. The company is obliged to pay the company participant who filed an application to leave the company the actual value of his share or give him in kind property of the same value within six months from the end of the financial year during which the application to leave the company was submitted. 7.3. The withdrawal of a participant from the Company does not relieve him of his obligation to the Company to make a contribution to the property of the Company that arose before filing an application for withdrawal.

8. Trade secret

8.1. Technical, financial, commercial and other information provided to participants related to the creation and activities of the Company is considered confidential. 8.2. The amount of information considered confidential is determined by the General Meeting of Participants of the Company in accordance with the current legislation of the Russian Federation.

9. Termination of the Company’s activities

Termination of the Company's activities occurs through its reorganization (merger, accession, division, transformation) or liquidation in cases and in the manner provided for by the current legislation of the Russian Federation.

10. Dispute resolution

10.1. The participants will make every effort to resolve all arising disagreements and disputes related to the implementation of this Agreement through negotiations. 10.2. If disagreements and disputes cannot be resolved through negotiations, they are resolved in accordance with the general procedure in court. The court's decision is final and binding on the disputing parties. 11. Validity of this Agreement

11.1. This Agreement is concluded for an indefinite period and is valid from the moment it is signed by the parties. 11.2. This agreement may be amended, supplemented, or terminated in cases and on the grounds provided for by current legislation.

Founders of the Society:

__________________________________ ____________________

To register an LLC with the MIFTS ___ for the city _______, the following set of documents is required: 1. application form ________; 2. protocol (if 1 founder-decision) 3. 1 original Charter 4. 1 copy of the Charter 5. 1 original Memorandum of Association 6. 1 copy of the Memorandum of Association 7. receipt of payment of state. duties ____ rub. 8. receipt of payment for certification of the account. documents (___ rubles plus ___ rubles, total ___ rubles) 9. request for certified constituent documents 10. letter of guarantee from the owner of non-residential premises on the provision of the address indicated in the constituent documents as the address of the location of the Company. 11. State certificate registration of property rights (at this address)

In other constituent entities of the Russian Federation, the set of documents may vary slightly.

Changes to the document

The law allows for changes to the articles of association. Such a need may arise, for example, when changing the name, number of founders, size of capital shares, etc. Changes are possible in the form of a separate annex to the main agreement of the establishment or by reprinting the agreement. That is, the founders at the meeting can choose one of the provided options.

If the company's documents are certified by a notary, then the application is subject to this procedure. When updating the agreement by creating a new version, it must also have the signatures of all the founders.

If an additional annex is issued, specific items to be changed are included in it. The document is checked, signed and attached to the main one.

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Why is a contract necessary?

The role of the constituent document is important in the field of business creation. For example, according to its terms, participants who invest significant funds in business development do not bear the risk of losing these funds. This is a significant advantage of legal entities. While individual entrepreneurs are liable with all their property, that is, in the event of certain circumstances, they may lose all their invested wealth. The founders of the LLC lose only the amounts that they contributed at the beginning of the business.

Another advantage of entering into a articles of association is that a person has the opportunity to develop the business with another person also interested in it. For example, when an entrepreneur has big plans, but there is not enough financing, he finds a solvent partner who invests a share and, as the business develops, will receive a profit from the invested capital. At the same time, the monetary shares can be completely different. And it is not necessary for all parties to work. One person can run a business, and all investors receive profits. The agreement will regulate the size of shares and profits.

Constituent documents of legal entities

Constituent documents are a package of papers that is the legal basis for the organization’s activities and determines its legal status. According to the definition set forth in Article 52 of the Civil Code of the Russian Federation, the legal basis for activities carried out by legal entities are the following documents:

charter;
memorandum of association;
special federal law.

It is important to take into account the following rules:

The charter is a mandatory constituent document for all forms of legal entities (including LLCs).
The memorandum of association is used as a constituent document for business partnerships.
A special federal law applies only to state corporations.

According to Article 52 of the Civil Code of the Russian Federation, the charter is a local normative act that defines the legal status of a legal entity and regulates the relationship between participants and the legal entity itself. The Charter comes into force from the moment of registration of the legal entity itself. The foundation agreement is a consensual civil law agreement that regulates the relationship between the founders in the process of creating and operating a legal entity.

When an LLC is created by only one founder, the place of the founding agreement is taken by the decision on the creation of the company, signed by the sole founder and certified by a notary.

If you follow the letter of the law, then the constituent documents do not include such important papers as the Unified State Register of Legal Entities and the tax registration certificate. They simply confirm that the company has been registered and can operate legally. In practice, the registration sheet and certificate of registration, along with the charter and agreement, are mandatory documents certifying the fact of registration of the organization.

The Unified State Register of Legal Entities contains the OGRN number, OKVED codes and other information about the organization

Registration of the company's charter

The charter regulates the activities of the enterprise. This document defines the interaction between society participants, their rights and obligations. An important part of the charter are articles concerning changes to the provisions of the charter itself. The charter is approved simultaneously with the decision to establish the company and is drawn up before the registration of the constituent agreement.

The charter defines the rules for the existence of an enterprise and to develop it, it is not enough to just be a good entrepreneur, but you also need to have extensive legal knowledge. You can hire an experienced lawyer to draw up the charter, but it is much cheaper to use existing developments in the form of standard charters. It is precisely the use of the charters of enterprises that have already been registered as samples of the charter that is the most popular solution. This charter template in Word format can be downloaded here.

The standard charter of an LLC contains the following main points:

Name.
Legal address.
Planned types of business activities.
The procedure for managing the company with a precise indication of the hierarchy of governing bodies.
Composition and amount of authorized capital in monetary, property and other dimensions.
Rights and obligations of participants.
Conditions for the withdrawal of participants from the company and the transfer of their shares.
Distribution of profits between participants.
Conditions for storing documentation.

And there are also strict rules for documenting the charter. Their main requirements can be formulated as follows:

The document is stitched and numbered. In this case, the page count begins from the title page, but the page number is indicated only on the next page, “2”.
On the back of the last page of the document, the number of numbered and bound pages, the signature of the manager indicating the full name are indicated. and the seal of the company is affixed.
A copy of the charter must be made, bound and formatted exactly like the original. Only unlike him, the last sealing sheet of the copy is not signed by the manager.

The signature of the founders and the seal of the company must be affixed to the title page of the LLC charter.

Registration of the constituent agreement

The agreement on the establishment of an LLC (previously called the founding agreement) is drawn up on the basis of clause 1 of Art. 89 Civil Code of the Russian Federation. Actually, theoretically, the only constituent document since 2009 is the charter. The foundation agreement is not included in the documents submitted to the tax office for LLC registration.

However, in practice, it is impossible to do without concluding a constituent agreement. The need to compile it is due to the following reasons:

The obligation to conclude a constituent agreement is enshrined in Art. 89 of the Civil Code of the Russian Federation and Article 11 of the LLC Law.
The full names of legal entities and individuals who are the founders of the LLC are indicated here. In the charter of the 2020 model, such information does not need to be indicated.
An agreement is a legal basis for the sale, inheritance, or gift of a share in a company, which confirms the ownership of a specific person.
Here the procedure for contributing the authorized capital is established. True, the general rules fix the duration of this period at four months, but other periods may be specified in the contract. And it also stipulates penalties for violating these deadlines.

The agreement on the establishment of a company (previously called the “constituent agreement”) is an agreement that the founders of an LLC conclude among themselves

It should be noted that the constituent agreement is not concluded with a single founder. In this case, the founder has no partners and has no one to negotiate with.

Where is it used?

The use of constituent documents is practiced by all legal entities. That is, when creating communities. As already mentioned, without such an agreement, the enterprise will not be registered with the tax authorities. And it will not be included in the register of legal entities. Therefore, it will not be able to function legally.

So, constituent documentation is the main regulator of legal relations within communities. It is important to know that all participants in the founding agreement have the right to withdraw their share and leave the organization at any time.

The process of completing documents to create a company

The procedure for collecting documents can be divided into the following stages:

Registration of decisions of the general meeting or the sole founder:
charter of the company;
an agreement between the founders (if there is only one founder, such an agreement is not drawn up).
Drawing up an application to the tax office.
Receiving a receipt for payment of state duty.
Filling out an application for choosing a tax system.
Drawing up documents confirming the legitimacy of the legal address:
letter of guarantee;
lease contract;
act of acceptance and transfer of premises for rent;
BTI certificate.

How to draw up a decision of the general meeting of founders or one founder

According to the norms of Part 2 of Art. 11 of Federal Law No. 14-FZ “On Limited Liability Companies” dated 02/08/1998, the decision to create an LLC is made at a general meeting of founders or individually by the sole founder. It is drawn up in the form of a document in any form.

Today there are two options for designing such a solution:

decision of the sole founder;
minutes of the general meeting of founders.

In the decision of a single participant, it is necessary to provide information about this single participant, record the date of writing the document and the place of its execution.

The table of contents must include the full name of the company. The bottom line shows the city on the left and the date on the right. It is indicated on the basis of what regulatory documents the protocol is drawn up, full name and passport data of the sole founder.

The operative clauses of the document should begin with a verb in an indefinite form: create, appoint, etc. A sample for filling out the decision of the sole founder can be downloaded here.

The decision to create a company must indicate the head of the enterprise (usually a director or general director), as well as the term for which he is elected (most often from one to five years). It is advisable to immediately indicate the full name of the chief accountant in the decision. A special feature of a solution with one founder is the ability to appoint oneself as both a manager and chief accountant.

In the decision of one founder to create an LLC, it is necessary to indicate the director of the company, who is usually appointed by the sole founder himself

The decision to create an LLC with several founders is drawn up on the basis of the minutes of the general meeting of founders. Requirements for the preparation of the protocol are specified in Art. 50.1 Civil Code of the Russian Federation. In particular, it is necessary that a complete list of people who took part in the meeting and the voting results on all agenda items be provided. The form for the standard minutes of the general meeting of founders can be downloaded here.

Mandatory items of the general meeting are:

Selection of chairman and secretary.
Establishment of the enterprise indicating the name and location.
Approval of the charter.
The procedure for forming the authorized capital: size, method and term of payment, etc.
Distribution of shares of the authorized capital for each founder. The decision also indicates the form of contribution of shares for each founder, which can be represented by money, property, securities, license rights, etc.
Election of the General Director.
Election of the audit commission, auditor, persons responsible for paying the state fee and for completing certain stages of registration.

The protocol is drawn up in any form, but the document must necessarily contain clauses on approval of the charter, size and shares of the authorized capital, director and other issues

Meeting decisions on items 2–5 are considered adopted if they are voted unanimously for them. By choosing the governing bodies of the company, as well as the composition of the audit commission and other responsible persons, it is possible to make decisions for which at least ¾ of the number of founders voted.

Application to the tax office for company registration

After holding a general meeting of founders and formalizing the relevant decisions on the creation of an LLC, you can begin to draw up an application to the tax authorities for the creation of a new legal entity in the form of an LLC.

This application is drawn up on the standard form P11001 (order No. ММВ-7–6 / [email protected] dated January 25, 2012). It consists of pages 1 and 2, filled out for all forms of creating a company, without exception, as well as sheets designated by the letters “A” to “H”, some of which do not need to be filled out to create an LLC.

To fill out the form, CourierNew font size 18 pixels black is used.

Since 2020, some amendments have been introduced to the application form, as follows:

a strict order for writing abbreviations has been established;
a barcode appeared;
the rules for line wrapping are specified;
OKVED 2 codes are indicated only as four-digit numbers without the name of the type of activity;
TIN must be entered;
an application submitted personally by the founder is not certified by a notary.

The application is signed on sheet “N” when submitted to the tax authority or at the notary, if the documents are submitted not by the founder, but by his authorized representative.

On pages 1 and 2 basic information about the company being created is indicated: name, legal address, amount of authorized capital.

Sheets A, B, C, D are used to record information about the founders. If the founders are individuals, then sheet “B” is used. For legal entities, fill out sheet “A” when the founder is Russian, or “B” if the founder is a foreign company. For each founder, a sheet is issued separately according to the number of founders.

It should be noted that when the founders are both legal entities and individuals, then sheets “A” and “B” indicate their shares in the authorized capital in simple fractions. If the founders are only legal entities or individuals, then their shares are recorded in decimal fractions.

And also a rather convenient innovation is the ability to submit an application electronically by filling out a special form on the Federal Tax Service website. In this case, the notary can certify the signatures of the founders with his electronic signature. Now you don’t have to stitch together the documents submitted to the tax office yourself. This work will be performed by the tax officer.

You can fill out an application either independently or using software on the Federal Tax Service website. To fill it out yourself, you can download form P11001 in a convenient Word or Excel format.

Issuing a receipt for payment of the state registration fee

To register an LLC, you must pay a state fee of 4 thousand rubles. The Tax Code of the Russian Federation (Article 338.18) states that this payment is made by the founders in equal shares. That is, with four founders, each pays one thousand rubles, and if, for example, there are two of them, then each pays two thousand rubles. The practice of paying one of the founders the entire amount is considered incorrect. In this regard, there is an instruction from the Federal Tax Service (No. 03–05–06–03/32177 dated 08/08/2013) that each founder pays his share of the state duty independently and on his own behalf.

When paying the state duty, the following nuances must be taken into account:

payment is made after signing the minutes of the general meeting, the payment date should not be earlier than the date of signing the document;
if after paying the state fee and submitting documents for registration nothing came of it, then the paid amount can be returned within three years;
If the submission of registration documents has been delayed, and during the payment of the state duty its amount has increased, then the resulting difference must be paid based on the new amount of the state duty on the date of submission of documents for registration.

The receipt for the state fee can be filled out:

in the bank;
at the post office;
directly to the tax office;
online.

Details for paying the state fee for registering an LLC can be found on the Federal Tax Service website or by calling the Federal Tax Service

You can generate a receipt online on the Federal Tax Service website using the special service “Payment of state duties”. On this website you can print a receipt filled out automatically and then pay it at any bank.

It is even more convenient to pay the state fee via the Internet using non-cash electronic payment. Since 2014, Ministry of Finance Order No. 139n dated March 11, 2013 has been in force, according to which the tax inspectorate is obliged, when paying state duties electronically, to independently familiarize itself with the fact of payment in the information system on state payments.

The memorandum of association as the main regulator of relations between the founders of a legal entity

Appearance of the document and description of its fields

LLC Charter

Model charter

Content