What are statutory documents? Constituent documents of a legal entity

LLC Charter

Since mid-2009, the Charter has been the main constituent document of a legal entity. In essence, the LLC Charter defines the basic conditions for the functioning of the LLC and the implementation of its activities. Until July 1, 2009, the Charter also indicated all the participants of the LLC, the size of their shares, etc. With the introduction of new amendments to the legislation, the LLC Charter has undergone some changes, which you can familiarize yourself with on our website in the section Amendments to constituent documents. The charter must be numbered and stitched. At the site of the firmware, the Charter is certified either by a notary or by the general director of the organization. On the title page of the Charter there is a mark about the body that approved it; it is not necessary to put the seal of the organization. If changes are made to the constituent documents of a legal entity, either a new version of the LLC Charter or duly drawn up Amendments to the organization’s Charter is submitted to the registration authority.

Founding agreement of LLC

In accordance with the new edition of the Federal Law “On Limited Liability Companies”, the agreement on the establishment of a company (this is what the Memorandum of Association is now called) is no longer the constituent document of the organization and is concluded once when creating an LLC, if there is more than one participant in the company. The Agreement specifies the size of the shares of the company's participants, as well as the procedure and terms for their payment. Unlike the Charter, which is signed by authorized persons of the general meeting of founders, the Agreement on the establishment of a company is signed by all participants of the LLC.

Next, we will consider documents that are not classified by law as the constituent documents of a company, but their presence in the organization is mandatory and if there is a need to make any changes to the LLC, the notary will ask you to provide these documents.

LLC documents

The so-called charter documents of an LLC include the Minutes of the general meeting of founders (if there are two or more participants in the LLC), or the Decision of the sole participant of the LLC. These documents approve all the most important actions related to the activities of the organization. Documents must have the date of their adoption; it is not necessary to put a stamp on them.

TIN and OGRN certificate

Certificates of assignment of TIN and OGRN are issued to a legal entity upon its creation and do not change during the entire period of operation of the legal entity.

Certificate of entry into the Unified State Register of Legal Entities

This kind of Certificate can be of two types: Certificate of making an entry in the Unified State Register of Legal Entities of changes related to amendments to the constituent documents and not related to amendments to the constituent documents of the organization. These certificates are issued by the registration authority in case of registration of any changes in the company.

Extract from the Unified State Register of Legal Entities (USRLE)

The tax authority issues such an Extract during the initial registration of an LLC, when making changes to the LLC, as well as when applying for it directly to the tax office. At present

Carried out after submitting the organization’s constituent documents to the Federal Tax Service.

The list of forms required to open a company is established by law. The composition of the information is determined by the founders within the framework of the Civil Code of the Russian Federation, the Tax Code of the Russian Federation, Federal Law dated 02/08/1998 No. 14 “On LLC”.

Based on these constituent documents, the state register () is entered Basic information about LLC:

Details of the legal entity.
Information about shares and their distribution.
Direction of activities.
Information about the structure and executive body.

The documents of the founders also approve other important issues related to the conduct of activities.

The information contained in the forms, with the exception of the passport data of the founders, is open to public access and can be obtained by ordering a fee from the register.

Composition of information in constituent documents subject to registration in the Unified State Register of Legal Entities:

When opening an organization.
In case of changes.
Upon reorganization or liquidation of a person.

Amendments to the constituent forms are subject to registration within the time limits established by law.

Complete list of required documents for LLC

The list of documents submitted for registration did not change in 2016. The innovations affected notarization composition of participants and their shares.

Part mandatory constituent documents includes:

When preparing documents, the question often arises as to whether the founding document is an incorporation agreement. The document is drawn up to regulate the main aspects of joint activities, is not a constituent document (clause 5 of Article 11 of the Federal Law “On LLC”) and is not submitted to the Federal Tax Service during registration.

The procedure for the development, execution and registration of these documents

Constituent documents are developed before the opening of the organization and in a certain sequence.

Preparing a package of papers for registration begins with making a decision to open an LLC and entering it into the minutes - a document intended to record the accepted or rejected decisions of the founders.

Decision to open of a company is legally valid for registering an LLC only with a full quorum and unanimous consent of the founders.

Submit to the Federal Tax Service protocols of founders with decisions:

The founders constitute one protocol(or the decision of a single participant) including all data or draw up several documents of different content. The protocol regarding the composition of the founders and the distribution of shares must be signed in the presence of a notary.

Giving legal force to a protocol without a notary is ensured by a quorum and signatures of all participants. The use of a non-notarial method of confirming a document must have a corresponding footnote in the protocol and the Charter. A decision drawn up by a single participant does not need to be notarized.

The main document of the company, Charter, is compiled by the founders according to standard samples, taking into account the individual characteristics of the enterprise. Document defines :

Basic details further included in the registration application.
The direction of activity and the features of its conduct are the possibility of creating branches, licensing and other nuances.
Composition of management, election of the head and terms, his duties and rights.
Availability of an audit body, its powers and reporting.
Other individual features of conducting activities that do not contradict the law.

Application form P11001 drawn up by a person authorized by the company. The applicant's signature is certified by a notary. The document states:

Information about the company - name (short and full), location, contact phone number.
Information about the founders with passport details.
Information about shares, amount of authorized capital.
Information about the manager and the person who has the right to act on behalf of the company without (in the standard version the persons are the same). The information of the person's passport is entered.
The method of obtaining ready-made forms after registration - certificates, extracts.

Registration of constituent documents is made for a fee. A receipt for payment of the fee is attached to the package of papers submitted for registration. Duty charged for government services:

Entering data about a person into the register of legal entities.
Registration of the organization for tax registration.
Issuance of certificates, TIN, a copy of the Charter with a mark from the tax authority, a sheet of registration of the Unified State Register of Legal Entities.

The amount of state duty in 2019 is 4,000 rubles. If there are several founders, the amount is contributed by all founders in equal shares (Article 333.18 of the Tax Code of the Russian Federation).

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Form and content

The form of constituent documents depends on the type of document. The following types of papers are submitted to the registration authority.

Founders' Protocol

The form of the document is arbitrary, subject to the mandatory order of execution and structure.

In the document are indicated date, number, place of compilation, name (for example, Protocol on the appointment of a management body as a person acting without a power of attorney), composition of persons with passport data, appointment of a secretary.

Mandatory is described in detail subject matter and voting by name.

The minutes are signed by the persons participating in the meeting of founders.

Charter

The document is drawn up in 2 copies, absolutely identical in content and design.

The form contains several mandatory items: details of the company, rights and obligations of participants, management body, audit commission, size of the authorized capital and distribution between the founders, exit procedure. A well-drafted Charter provides legal protection for the founders in the process of conducting business.

About the Charter, as one of the main constituent documents of an LLC, see the following video lesson:

Statement

Form P11001 and the procedure for filling it out are approved by law. The document has a significant number of sheets filled out by the applicant for its intended purpose (registration, making changes). The filling procedure is carried out in accordance with the abbreviations established in the Instructions.

Documents drawn up with errors or non-compliance with the law are rejected by the registration authority. Each time you re-submit documents, you must pay a state fee. The tax authority pays particular attention to information presented in a distorted form. An entry is made in the register regarding the presence of false data.

How changes are made to the constituent documents of an LLC

Changing the data of constituent documents must be entered into the register. Data adjustments are made by the registration authority of the Federal Tax Service on the basis of an application submitted on behalf of a legal entity and documents confirming the change in data.

Peculiarity making changes:

When correcting the information contained in the Charter, you will additionally need to submit a new version of the Charter or a sheet of changes made to the Charter with the application.
If the change concerns information not contained in the Charter (for example, adding new species), data adjustment is carried out only by submitting an application.

Since 2016, the obligation to notarize the alienation of the founders’ shares has been established. If the changes concern the exit of the founder or the sale of part of the share, the application is certified by a notary.

The rules for making changes are described in the following video material:

Recovery procedure

If lost of constituent documents, a legal entity can order a duplicate of the certificates. If the seal is lost along with the documents, it is first restored.

For receiving documents required:

Pay state duty to the budget. The amount is 20% of the amount paid during registration.
Draw up and submit to the Federal Tax Service an application indicating the name of the organization, OGRN and TIN of the enterprise and the date of entry into the register, the reason for ordering duplicates (the main wording is due to their loss), the form of the required document.
Power of attorney, if a representative submits an application and receives duplicates.

If a duplicate is received by a person authorized to act on behalf of the organization, a power of attorney will not be required.

Constituent documents record all the main functions and tasks of a business company. The package of constituent documentation for different types of legal entities may vary within a certain range. Therefore, it is very important to navigate this kind of documentation.

The list of constituent documentation for various legal entities is legally enshrined in the Civil Code of Russia. There are also three main categories of persons assigned here who, on the basis of the following documents, have the right to act:

Participants (founders) of autonomous and non-profit organizations and partnerships have the right to conclude any type of constituent agreement, i.e. formulate a charter for your organization based on the type of obligations it has.

If a specific legal entity is created by only one founder, then it will act on the statutory basis that was approved by this founder.

According to the new legislative norms, for an LLC the main document of the constituent documentation must be the charter. The contract plays a secondary role. After the registration of the LLC is completed, it is considered actually executed.

Thus, the list of registration documents for one founder includes the following list of documents:

charter;
contract

For two or more founders, the same list of documentation will be needed. The difference is that in this state of affairs the memorandum of association plays a big role because here it acts as a document that sets out the basic provisions for business interaction between several founders.

In addition, this type of documentation includes documents that are used to form a legal entity. This list is given in the relevant section of the legislation. This includes the Founder's Decision and the Protocol on holding the meeting of founders. In addition, this list may include:

It must be remembered that all documentation, its restoration and amendments become valid only after state registration.

This procedure (including the actions necessary to restore the document) is carried out by the Federal Tax Service.

What does the charter contain?

One of the most important documents in the constituent documentation, which determines the legal status of any institution, is the charter. Its purpose is to notify counterparties and other persons involved in cooperation with a specific business company in the area of its practical activities, responsibilities and rights.

For example, the charter of an LLC contains the following list of information:

the rights of the organization's participants and their direct responsibilities;
all information regarding leaving this community;
data on the size of the existing authorized capital. The nominal value for each individual share of the participant is also included here;
a list of rules for transferring shares from specific participants to certain persons;
rules for storing documentation;
abbreviated and full name of the company (company name);
data on the location of the organization, its composition, as well as powers;
other information.

This document must contain detailed information on interaction with various legal entities: reduction or increase of authorized capital, formation of a branch(s), etc. It is also necessary to enter information related to the first and second groups of data (established by law).

The first group contains the following data:

size and changes in the reserve fund;
information about all open representative offices;
procedure for the activities of the board of directors.

The second group includes the following information:

time and timing of meetings of participants;
the procedure for holding meetings;
the period for which the election of the sole executive body for the company is carried out.

In addition, the charter may contain additional information. For example, additional rules and responsibilities for all members of a particular company, information about property that does not fall under the authorized capital, etc.

The organization's charter is approved at a general meeting with a unanimous decision of all its participants. If there is one founder, this decision can be made by him alone.

What does the contract include?

The memorandum of association contains information defining the joint activities of the founders in the formation of a legal entity. In addition, the agreement provides a list of conditions necessary for the transfer of property and participation in further activities. It defines the instructions and conditions for the distribution of losses and profits between participants, and the conditions for exit from the association of its participants.

The memorandum of association for an LLC type organization must have the following clauses:

full name;
all types of activities;
legal status;
participants;
legal address;
the size of the full authorized capital with the determination of the share for each participant;
options for transferring shares;
a list of all rights and obligations;
description of instructions for dividing losses and income;
a list of main issues that require unanimous decision (majority resolution is sometimes sufficient);
procedure for changing the statutory documentation and liquidating the company.

You need to know that usually in practice, this type of contract is not required. This applies to a limited liability company that was created by a single founder. In this case, a permit confirming the fact of creation of this organization (notarized) is used instead.

But, if the company has limited liability and was created by a group of participants, then this agreement must be concluded and is part of the constituent documentation (although in fact it does not have such a status). It is usually treated as the most ordinary civil transaction.

This document is drawn up between all founders of an organization that has a limited liability category. But it is not considered mandatory for the procedure for registering the activities of a legal entity. In such a situation, the question of its conclusion remains at the discretion of the founders.

Considering the above, it is logical to conclude that creating an independent organization is a very troublesome matter. Knowledge of the main constituent documents will help prepare the necessary foundation for a future organization, and will make its activities legal and legitimate.

Video " Application for LLC registration in electronic form"

After watching this video, you will be able to independently draw up an application for the tax office to register an LLC. The video shows an example of filling out an application electronically to open an LLC. In the recording, a female lawyer talks about all the pitfalls of filling out such an application.

If the moment of emergence of the organization’s legal capacity coincides with the entry of the relevant information into the Unified State Register of Legal Entities, then the constituent documents of the legal entity are proof of its existence, along with a certificate of state registration.

Having studied them, the counterparty can obtain information about the types of activities and decision-making procedures in the partner organization.

The significance of this data lies in the ability to identify the presence or absence of authority of a representative of a legal entity to conclude certain transactions.

Another important point is the relationship between shareholders or members of the organization. Balancing the interests of all these individuals is of great importance.

These functions will be effectively performed by carefully crafted documents.

Types of constituent documents of organizations

Art. 52 of the Civil Code provides a list listing the main types of constituent documents. The list provides for their use based on the organizational and legal forms of legal entities. These norms were not without changes and are valid as amended on June 29, 2015.

Charter

The main constituent document of an organization is the charter. All legal entities, except business partnerships, must have it.

The legislation does not define the concept of a charter. However, based on the content of legal norms, its characteristics can be given.

Signs and definition of the charter

The Charter has the following features:

Documentary form. The charter is stored on paper and must contain the signatures of persons authorized to accept it.
Special procedure for acceptance. The charter is approved by the general meeting of founders unanimously.
Its content must take into account all requirements imposed by law. The preparation of the document must be done carefully. If the content requirements are not met, state registration will not take place.
The charter performs the functions of regulating the relations of participants (shareholders), as well as bodies and officials of a legal entity. If conflict situations arise between them, this document actually performs the function of substantive law and is subject to application by the courts when resolving disputes. It also determines the powers of officials regarding the conclusion of transactions.
According to the law, the charter, as well as any change thereto, is subject to registration. Failure to comply with this condition entails the invalidity of the document. If the accepted change has not been registered, it will not apply to 3 persons. The exception is situations where the 3rd party acted taking into account the changes.

The concept of this document can be determined by its characteristics. The charter of a legal entity is a set of rules adopted unanimously by the founders, registered by an authorized state body, regulating the basis of interaction between its bodies and officials, as well as laying the foundation for the procedure for concluding transactions with third parties, taking into account all the requirements imposed by law.

Types of statutes

These documents come in 2 types:

preparation, which was carried out by the founders independently;
typical.

Most of the documents belong to the first type.

Model charters can be used in cases where its form and content are approved by a government agency. Also, such documents can be approved by the founders if they create institutions for certain purposes.

Information on the use of a standard charter involves entering the relevant information into the Unified State Register of Legal Entities.

Requirements for the content of the charter

General requirements for the content of the charter are set out in Part 4 of Art. 52 Civil Code. If they are not fulfilled, the state registration of the organization will end in refusal.

The document must contain the following information:

Data on the name of the organization and its legal form. Preparation of a document involves entering both a full and an abbreviated name.
Information about the location. If previously this was identical to the address, then, after recent changes, indicating the locality is sufficient. This was done in order to avoid the need for unnecessary adjustments to the charter. Now changing the address within one locality only requires submitting an application to enter the relevant information into the Unified State Register of Legal Entities.
Data on the procedure for managing a legal entity. This refers to its organs and the functions they perform.
If we are talking about non-profit organizations, as well as municipal unitary enterprises and state unitary enterprises, then the charter reflects information about their goals and scope of activity. Such requirements do not apply to commercial organizations. However, legislation in certain areas provides for the mandatory entry of this data. These cases include banking and insurance activities.

Additional data may be required depending on the legal form of the legal entity. For example, the Federal Law “On Joint Stock Companies” requires information on the number, value, category and type of shares being placed.

Memorandum of association

Previously, this document was required much more often. The state registration of a number of business entities presupposed its conclusion along with the approval of the charter. Now it is the only constituent document of business partnerships.

As in the case of the charter, the concept of a constituent agreement is not contained in the law. However, the definition can be selected based on the characteristics of this document.

Concept and features of the constituent agreement

The memorandum of association has the following features:

It is a set of rules governing the relations of the founders both on issues of creation and in connection with the future activities of the organization.
It has the form of an agreement. This presupposes the presence of details of all parties, as well as the subject.
The document becomes valid for 3 persons after the registration of the business partnership is completed. The same rules apply to changes made to the text.
The articles of association must contain all provisions required by law. They are listed in Part 4 of Art. 52 Civil Code. Additional requirements are set out in Part 2 of Art. 70 of the Civil Code, which provides for the indication of information about the capital of a general partnership and in Part 2 of Art. 83 of the Civil Code concerning information about the capital of a limited partnership.

Based on the characteristics, the following concept can be used. The constituent agreement should be understood as an agreement between the persons creating a business partnership, the subject of which is the distribution of responsibilities in connection with its registration and further activities, information about which is entered into the Unified State Register of Legal Entities.

Why is a memorandum of association required for business partnerships?

The significance of the constituent agreement is explained by the fact that participants in business partnerships (general partners) are liable for its obligations with all their property.

The legislator assumes that the constituent documents of a legal entity in the form of an agreement will encourage future participants to pay more attention to its content and make a more informed decision.

In practice, business partnerships are very rare due to the full responsibility of the participants for their obligations. For this reason, articles of association have virtually ceased to be used.

Upcoming innovations

The legislation, which will come into force on October 2, 2016, provides for the emergence of a new organizational and legal form - a state corporation.

The changes also concern the procedure for creating such legal entities.

The functions of the constituent document will be performed by the federal law adopted in relation to each such organization.