Decision to create an LLC sample 2020 with one founder

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Decision No. 1 on the creation of a Limited Liability Company

«_______________»
G. ________________

"___" ___________ 201__

I, citizen of the Russian Federation Ivanov Ivan Ivanovich (passport 11 11 111111, issued by the Department of Internal Affairs “ХХХХХХХХ” on November 11, 2000, department code 111-111, registered at the address: 111111, Moscow, Tverskaya st., 1, apt. 1),

DECIDED:

To create a Limited Liability Company "__________________" in accordance with the Federal Law "On Limited Liability Companies", adopted by the State Duma of the Russian Federation on January 14, 1998.
Approve the Charter of the Limited Liability Company "______________".
Determine the location of the Limited Liability Company "_______________": 111111, Moscow, st. Tverskaya, 1, bldg. 1, office 1.
To ensure the statutory activities of the Company, create an authorized capital in the amount of 10,000 (ten thousand) rubles, 1 (one) share, 100%.
Approve the estimated value of the property contributed to the authorized capital of the Company: Printer model XXXXX 1111111, in the amount of 10,000 (ten thousand) rubles.
Appoint Ivan Ivanovich Ivanov to the position of General Director of LLC "_________________" (passport 11 11 111111, issued by the Department of Internal Affairs "ХХХХХХХХ" on November 11, 2000, division code 111-111, registered at the address: 111111, Moscow, Tverskaya st., no. 1, sq. 1).
Approve the print design.

Founder of LLC "_________________"

Ivanov Ivan Ivanovich

_______________________

Download the document “Decision to establish a Limited Liability Company 2”

What should the decision to create a company reflect?

Everyone has the right and opportunity to open a company to do business. There are several organizational and legal forms, for example, a limited liability company or a joint stock company. To do this, it is necessary to collect and submit to the tax office for registration the documents listed in Art. 12 of the Law “On State Registration of Legal Entities and Individual Entrepreneurs” dated 08.08.2001 No. 129-FZ. These are the following documents:

application for registration;
decision of a company participant on creation;
charter;
a receipt confirming payment of the state duty.

What methods exist for submitting documents for registration and which one is better to choose, find out from the Ready-made solution from ConsultantPlus. Trial full access to the system can be obtained for free.

How exactly an LLC is registered, read the article “What documents are needed to open an LLC - list.”

What information must be indicated when making a decision to create a legal entity? There is no clear form of the decision, but the law provides for mandatory data that it must reflect (Article 11 of the Law “On Limited Liability Companies” dated 02/08/1998 No. 14-FZ, Article 9 of the Law “On Joint Stock Companies” dated 12/26/1995 No. 208-FZ). This:

Date and place of drawing up the decision to create the company.
Full details of the founder (full name, passport details of an individual or name, details of a legal entity).
Full and abbreviated name of the legal entity being created.
Location of the company.
Size and characteristics of the authorized capital.

Read more about the role and size of the authorized capital in the articles:

“What is the purpose of and is it possible to spend the authorized capital of an LLC?”;

“Reducing the authorized capital of an LLC - step-by-step instructions.”

Information on making a decision to approve the company's charter.
Information on the appointment of the company's management bodies. It is necessary to indicate who (full name and passport details) and for what period of time is appointed to the executive body (Article 40 of the law dated 02/08/1998 No. 14-FZ; Article 69 of the law dated 12/26/1995 No. 208-FZ) .

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Decision or protocol on establishment

A protocol on the creation of an LLC is drawn up if there are several founders - from two to fifty persons. At the general meeting, the founders elect a chairman and secretary, and all issues on the agenda are put to a vote. At the first general meeting, voting on all items must be unanimous.

If a limited liability company is created by one person, then a decision of the sole founder is made, which has the same legal force as the protocol. In this case, all powers that the Law “On Limited Liability Companies” No. 14-FZ refers to the competence of the general meeting of founders are transferred to one person.

At the same time, Article 39 of Law No. 14-FZ establishes that the decision of the sole founder, both when creating a company and later, in the course of its activities, is made without observing the formalities necessary for convening a general meeting.

In general, almost any person, both individuals and legal entities, can create an LLC:

Russians, foreigners, stateless persons;
subjects of the Russian Federation and municipalities;
Russian and foreign organizations.

However, if we are talking about registering an LLC with one founder, then you need to be aware of the limitation established by Article 7 of the Law “On Limited Liability Companies”. According to this norm, a commercial organization cannot be created by a single founder, who is himself a company consisting of one person.

You can prepare all the necessary documents for opening an LLC, including the decision of the sole founder, easily and quickly in the free 1C-Start service.

Create documents for LLC registration

Requirements for the content of the document on creation, procedure for execution

The procedure for examining the package of documents submitted to the registration authority provides for a thorough study of the decision on creation. For this reason, you should carefully check the availability of the necessary information and the correctness of all data entered into it.

In addition to standard attributes (date and place of adoption), you will need data about the future organization.

Composition and status of founders

The documents must contain an indication that the persons gathered are the founders of the organization. If there is only one participant, then the decision must indicate his corresponding status.

Approval of the charter

The document must include data indicating that the founders agreed on the content of the charter of the legal entity. To do this, the title page of this document must contain a reference to the date and number of the relevant protocol, agreement or decision of the sole participant (founder).

If this condition is not met, state registration may be refused.

Formation of the organization's property

Despite the fact that this data is indicated in the charter, the law requires duplicating the information in the decision on creation. This is often called authorized capital. When preparing documents, you must provide the following information:

Size. This information is indicated in rubles.
Formation order. We are talking about how the contributions of participants are assessed and distributed.
Methods of formation. This means a choice between contributing the authorized capital in cash or other property. If we are talking about things, then they need to be evaluated. If the value of the property exceeds 20 thousand rubles, then you will need to involve an accredited appraiser. Funds can be deposited into a temporary account opened at a bank.
Terms of formation. There may be situations when the organization’s property is formed in stages. The current procedure requires the contribution of at least half of the authorized capital before the state registration of a legal entity. Information about what part of it has been included must be in the submitted package of documents.

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