What is included in the package of statutory documents of the company. What applies to the constituent documents of an LLC?

The topic of our conversation today is constituent documentation. According to dictionaries, this is a package of papers that represent the basis (legal) activity of any firm, company, organization and determine its legal status. Since this set is the “calling card” of the enterprise (it is provided to almost all departments, banks, management and registration bodies of LLCs), it is worth paying at least a little attention to it. So, within the framework of this article, we will try to reveal the essence of such a concept as a statutory document, discuss why these papers are so important, and consider the order and features of their design.

Some terminology

A statutory document is an official document on the basis of which a legal entity will act (this can be a charter or a constituent agreement). The charter itself is drawn up by the founders. In such a document, a decision is made on the name, legal address, and form of activity management (of course, everything is in accordance with the law).

Composition of statutory documentation

In general, the statutory documents of an organization are business papers on the basis of which, as already mentioned, any legal entity operates. But their composition depends on what organizational and legal form the enterprise will have. Let's list the main package:

• charter;
• memorandum of association;
• order on the appointment of a director;
• order on the appointment of a chief accountant;
• extract from the state register;
• statistics code;
• TIN of the legal entity-taxpayer;
• rental agreement;
• registration number.

According to Art. 52 of the Civil Code (dated 05/05/2014), legal entities (with the exception of those who carry out their activities on the basis of a charter, which is approved by the meeting of founders. A business partnership operates on the basis of a constituent agreement, which is concluded by its participants.

Storage Features

All papers mentioned in the list are contained in a folder that is placed in the manager’s safe, thus, it is he who takes full responsibility for the safety of the package. Access to it by unauthorized persons must be limited, since the papers contain the main information about the activities of the enterprise.

Important! Copies of documents certified by a notary are submitted to government agencies. After presenting the package, each statutory document (original) is returned to its place in the folder.

Why is it so important to take all these precautions? The fact is that without the mentioned papers, no bank will open an account, and the company will not be able to obtain a certificate or license. Although, in fairness, it is worth noting that any lost copy from the document flow can be restored, it just takes a lot of time. And time, as you know, is money.

We move on to the next important issue that needs to be considered within the framework of the topic we have touched upon.

documents required for company registration

Authorized capital is the amount of money registered in an enterprise that has passed state registration. It determines the minimum amount of the company's property, which is the guarantor of the interests of creditors.

To register the authorized capital, you must collect the following documents:

1. Charter of the enterprise itself.
2. Memorandum of association or decision to establish.
3. Certificate of state registration issued by the Ministry of Taxes and Duties.
4. Certificate of registration with the Ministry of Taxes and Duties.
5. Certificate from the State Statistics Committee on the assignment of the code.
6. A document from the bank confirming the opening of a personal account.
7. Balance sheet for the last reporting period or bank certificate on the formation of a charter of 50% for a new company.
8. Appointment order with a copy of passports.
9. Document on the appointment of the chief accountant with a copy of the passport.
10. Bank document confirming the receipt of funds as a contribution to the authorized capital.
11. A document signed by the first persons on the state of the authorized capital.
12. Notarized power of attorney for the executor.
13. Equipment appraisal certificates.
14. List of equipment contributed to the authorized capital.

Amount of authorized capital

The size of the authorized capital may be determined by a fixed monetary amount. The minimum fund is:

1. For limited liability companies - 10,000 rubles.
2. For non-public joint stock companies - 100 minimum wages.
3. For public joint stock companies - 1000 minimum wage.
4. For government organizations - 5000 minimum wage.
5. For the bank - 300 million rubles.

Formation of authorized capital: documents

The authorized capital consists of cash, material assets and securities. A limited liability company must pay for its share in the authorized capital no later than four months from the date of registration. can be registered without paying the fund. But 50% must be paid within three months from the date of registration. And within a year you need to completely repay the debt.

The formation of authorized capital is, first of all, correctly executed papers. If property is contributed to the authorized capital, then it is mandatory to have an appraisal report from an independent specialist on its value. The founders themselves cannot change the type of transferred property, its price or form of transfer without changes in the constituent document. Upon leaving the company, the founder will be reimbursed for his share in the authorized capital, no later than six months after the close of the financial year. The right to exit must also be recorded in the charter. Documents on the authorized capital are stored along with the charter and are the basis of the organization’s activities.

Change of authorized capital

Situations arise when it is necessary to increase the authorized capital. Documents confirming such changes:

1. Application signed by the General Director and certified by a notary (form P13001).
2. New version of the charter - original in quantity 2 units.
3. Minutes of the general agreement/decision of the sole participant of the LLC.
4. Accounting balance sheet for the past year (copy filed and certified by the director).
5. Receipt for payment of 800 RUR. rub. (state duty).

In general, changing the authorized capital is possible only after it has been paid. The contribution may be property. If the deposit is paid in this way, then its nominal price is more than two hundred minimum wages. It must undergo a monetary appraisal by an independent specialist. The decision to increase the authorized capital must be registered, and timely and high-quality primary accounting documents play an important role here.

Changes made to the statutory documentation

Registration of changes is very common. The activities of any organization are associated with changes that constantly occur within it. During the initial registration of a legal entity, it is difficult to foresee all the features of future activities and forms of its organization. Therefore, during the work process there is a need to make adjustments.

Russian legislation states that any legal entity that changes its director or legal address, or decides to increase its authorized capital, is obliged to notify the registration authority within three days.

There are two possible types of changes made to the statutory documents:

1. Change of address, types of activity, name, size of the authorized capital. Such adjustments require their unambiguous inclusion in the statutory document flow.
2. Changes in which there is no need to change the statutory documents. Most often this happens when there is a change of director. But they must always be registered.

As you can see, no matter what changes you make to the statutory documents, they require mandatory registration. But here you should remember some legal subtleties. Sometimes it is possible to avoid completely re-registering a company.

Change of director of the organization

Let's look at the most common changes made to the statutory documents. A change of director or a change in his passport data is subject to registration with the tax authority. This is done within three days from the moment the decision is made. In this case, there is no need to register changes in the statutory documents. If the legal address, authorized capital, founders, name or types of activity change, then this must be reflected in the document flow.

The statutory document is the main document, without which no changes can be made at all.

Let's look at what you need to prepare when changing the director. The package of documents will look like this:

1. Document on state registration of a legal entity.
2. Certificate of entry of information about the organization into the Unified State Register of Legal Entities.
3. Tax registration paper.
4. Charter of the company (latest edition).
5. Articles of Association (copy of the latest edition).
6. Photocopies of documents on changes made.
7. Passports of directors (new and old).

According to paragraph 1 of Article 19 of the Federal Law of 08.08.2001, a legal entity is obliged to provide the registration authority at its location with a notification of changes in the constituent documents. This notification has an approved form. It informs about changes affecting the legal entity. These adjustments must be made to the state register in the manner prescribed by the legislation of the Russian Federation.

Legal entity - a package of such documents that provides a legal basis for the activities of this business entity. Depending on the organizational form chosen by the legal entity, the list of papers may change.

In accordance with the requirements of Art. 52 of the Civil Code of the Russian Federation and, depending on the chosen form, the constituent documents of a legal entity may include:

Shareholders' rights;

The structure and competence of the management body of the company, as well as the procedure for their consideration and decision-making;

The procedure for holding meetings of shareholders with a list of issues on which decisions are made by the management body by voting;

Amount of dividends and (compensation paid upon liquidation) on preferred shares.

One copy of the charter is kept by the registration authority.

The constituent documents of a legal entity are regulated by the Civil Code of the Russian Federation, as well as the current relevant legislation, which, unfortunately, is still far from perfect.

The agreement on the establishment of an organization by the founders determines the conditions for the transfer of their property to the authorized capital, as well as the procedure for distributing the profits received, and assigns liability for untimely contributions of resources to the authorized capital.

The constituent documents of a legal entity determine the procedure for the withdrawal of participants or founders from its membership. The charter may also stipulate the participation or non-participation of heirs due to the death of a participant.

Any changes to the charter are subject to mandatory registration with the relevant government agency. Only in this case do they have legal force for other persons.

Constituent documents are usually called documents that serve as the basis for the activities of any legal entity. Article 52 of the Civil Code of the Russian Federation directly explains that today the constituent document can be considered:
- Charter;
- Memorandum of association;
- both of these documents.

The difference between them is that the constituent agreement is concluded between several participants, and the Charter is only approved by them. The composition of the necessary constituent documents, as well as individual nuances of their execution, depend solely on the organizational and legal form chosen by the company.

What is considered to be the necessary constituent documents?

What information must be present in the constituent documents?

The memorandum of association usually reflects information about the procedure for creating a company, the specifics of its various activities, the conditions for the transfer of property by the founders, the process of admitting new participants to the company or the withdrawal of one of the founders from its composition, as well as issues relating to the procedure for the distribution of profits or coverage possible losses.

The purpose of the constituent documents is to regulate all aspects related to the formation of the company, its current activities, the peculiarities of regulating the financial flows generated by the organization, as well as, if necessary, the winding down or complete termination of activities. Obviously, the more detailed these points are reflected in the constituent documents, the less will be the risk of disagreements arising between the company's participants on issues arising in the course of its activities. It is clear that it is impossible to provide for absolutely all the nuances, therefore a number of technical issues are regulated by drawing up various internal regulations and instructions. The main thing is that they do not conflict with the constituent documents of the company.

The creation of any legal entity is a process consisting of many stages. One of them is the preparation and drawing up of constituent documents of CJSC, LLC, and so on. No organizational and legal form can do without these papers. Please note that individual entrepreneurs as such are not required.

Let's finally figure out what these documents are and why an organization cannot be registered without them.

The constituent documents of a closed joint stock company are documents that state what activities the organization will specialize in, as well as what rights the participants have, what contribution they made during creation, and what rights they will have in the future. Legal entities cannot calmly and freely switch from one type of activity to another, since to do this they first have to register all changes in their most important documents.

Article 52 of the Civil Code of our country states that the constituent documents are the charter, as well as the agreement on establishment. Note that the latter in most cases is not used or is used only during and then canceled. What does it usually indicate? It outlines how participants in a legal entity should act at the time of establishment, what responsibilities and rights they have.

It is important, by the way, to say that certain non-profit organizations use, instead of constituent documents, specific provisions that are common to institutions of their particular type.

Any constituent document must contain information that allows you to quickly determine which organization it belongs to. The point is that it should reflect information about the location of the organization and so on. These documents are subject to mainly general requirements, but there are also special requirements for organizations engaged in specific activities.

In most cases, the constituent entity is its charter. The memorandum of association may also apply together with it.

The memorandum of association, for the most part, speaks specifically about the position of the participants themselves.

Lawyers will help you draw up the constituent documents correctly, as well as make any changes to them correctly. Don't skimp on their services! After all, documents that are not drawn up according to the rules can become a source of many difficulties!

Functions of constituent documents

One of the requirements imposed by law for the creation and activities of a commercial legal entity is the presence of constituent documents. Constituent documents are a kind of business card of an enterprise. I. V., Zhabotinsky M. V., Agibalova V. O. Civil law. M., 2008. - p. 76 They contain complete information about the enterprise: its name, location, founders, procedure for managing the enterprise and other information provided for by Chapter 4 of the Civil Code of the Russian Federation and the law for legal entities of the corresponding type.

The constituent documents of a legal entity have two important functions. First, by performing external, representative function, they bring to public information about the features of the form of a given legal entity, its legal capacity, name, organizational structure, location and other information that may be important. Such information, as a rule, plays an important role for persons entering into transactions with a legal entity. If the provisions contained in the constituent documents are changed, the new rules come into force for third parties only after their state registration. Moreover, in a situation where third parties act in their relations with a legal entity, changes in the constituent documents of which have not yet been registered, taking into account such changes, this legal entity cannot challenge these actions of third parties. Secondly, by doing internal function, they determine the relationship between the founders of a legal entity regarding their participation in the formation of property, distribution of profit of the legal entity, its management, etc. So, for example, in the constituent agreement, the founders undertake to create a legal entity, determine the procedure for joint activities for its creation, the conditions for the distribution of profits and losses between the participants, the management of its activities, the conditions and procedure for the withdrawal of the founders from its composition.

The main constituent document of the enterprise is charter enterprises. The text of the Charter is approved either by a decision of the founder of the enterprise (if there is only one founder), or by a decision of the general meeting of founders in the form of a protocol (if there are several founders). The corresponding entry on the approval of the Charter is made on the title page of the Charter of the enterprise.

The registration authority places very high demands on the text of constituent documents. If the text of the constituent documents does not comply with legislative acts or does not sufficiently fully reflect the norms set out in them, then this may be grounds for refusal to register an enterprise. Documents must also be prepared in a certain way. Below are general requirements for the preparation of constituent documents submitted to the Federal Tax Service.

1. Constituent documents must be printed on a typewriter or using computer technology.

2. Constituent documents must not contain errors, erasures or corrections.

3. Constituent documents must be numbered, starting from the title page, stitched with strong threads, the ends of which must be tied on the back of the document and glued with small pieces of paper.

4. If there are legal entities among the founders, the document may be sealed on the reverse side with the seal of one of the legal entities.

It should be noted that the question of the legal address of an enterprise is one of the most important in the process of registering a legal entity. Nowadays, instead of the concept of “legal address”, the concept of “location” is used. The location of the enterprise must be the real address where the office of the company, the governing body of this legal entity, is located. And it is this address that should appear in the charter of the enterprise as the address of its location.

As the address of the location of the legal entity, you can use the home address of the founder, who has local registration. This is permitted only for small businesses.

A small business entity is considered an enterprise in the authorized capital of which the share of participation of the Russian Federation, constituent entities of the Russian Federation, public and religious organizations (associations), charitable and other foundations does not exceed 25%, a share owned by one or more legal entities that are not small businesses , does not exceed 25%, and in which the number of employees during the reporting period does not exceed the following maximum levels:

1. in industry - 100 people;

2. 100 people in construction;

3. on transport - 100 people;

4. in agriculture - 60 people;

5. in the scientific and technical field - 60 people;

6. in wholesale trade - 50 people;

7. in retail trade and consumer services - 30 people;

8. in other industries and when carrying out other types of activities - 50 people. I. V., Zhabotinsky M. V., Agibalova V. O. Civil law. M., 2008. - p.83

General requirements for constituent documents of legal entities

Constituent documents in accordance with the law and along with it determine the legal status (legal status) of a given legal entity. A detailed list of constituent documents necessary for establishing a legal entity is provided for in Article 52 of the Civil Code of the Russian Federation.

1. A legal entity acts on the basis of the Charter, or the constituent agreement and the Charter, or only the constituent agreement. In cases provided for by law, a legal entity that is not a commercial organization may act on the basis of the general regulations on organizations of this type. The constituent agreement of a legal entity is concluded, and the Charter is approved by its founders (participants). A legal entity created in accordance with the Civil Code of the Russian Federation by one founder acts on the basis of the Charter approved by this founder.

2. The constituent documents of a legal entity must define the name of the legal entity, its location, the procedure for managing the activities of the legal entity, and also contain other information provided by law for legal entities of the corresponding type. The constituent documents of non-profit organizations and unitary enterprises, and in cases provided for by law and other commercial organizations, must define the subject and goals of the activities of a legal entity.

The subject and certain goals of the activities of a commercial organization may be provided for by the constituent documents even in cases where this is not mandatory by law. In the constituent agreement, the founders undertake to create a legal entity, determine the procedure for joint activities for its creation, the conditions for transferring their property to it and participation in its activities. The agreement also determines the conditions and procedure for distributing profits and losses between participants, managing the activities of a legal entity, and the withdrawal of founders (participants) from its composition.

3. Changes in constituent documents become effective for third parties from the moment of their state registration, and in cases established by law, from the moment the body carrying out state registration is notified of such changes. However, legal entities and their founders (participants) do not have the right to refer to the lack of registration of such changes in relations with third parties who acted in accordance with these changes.

Documents required for initial registration of legal entities

The creation of a new legal entity includes three main stages.

First stage creating a legal entity is the most labor-intensive. It includes the development of draft founders' agreements and the company's Charter. At this stage, the final composition of the founders is formed and a working commission is formed to develop the necessary documentation. One of the main issues at this stage is determining the size of the authorized capital of the company, the amount of which should ensure its normal functioning. The founders will also have to agree on the size of their contributions. It should be borne in mind that at least 50 percent of the authorized capital must be paid by the time of state registration of the company (a mandatory condition for limited liability companies).

Second phase creation of a legal entity - holding a constituent meeting. The constituent meeting is valid when all the founders or their representatives are present (representatives act on the basis of a power of attorney). The decision to establish a company is made unanimously. The main issues that the Meeting must resolve are the approval of the company's Charter and the election of management bodies. Other issues can also be resolved, for example, the authorized capital is clarified, assessments of founders’ contributions made in kind, benefits for some founders or shareholders, etc. are approved. I. V., Zhabotinsky M. V., Agibalova V. O. Civil law. M., 2008. - p.93

Third stage creating a legal entity - opening a savings account (for limited liability companies), directly carrying out state registration with the tax authority, tax registration, registration of the organization's seal (stamp), assigning statistical codes, as well as registration with the Social Insurance Fund, Pension Fund fund, Health Insurance Fund, opening a bank account, registration of the issue of securities (for joint-stock companies).