The charter of an LLC is the main document of the enterprise, which is drawn up and approved by the founders in order to regulate the work of the company in the future. This document must contain all moments that determine the company's activities, including organizational events.

The charter is drawn up at the first stage of creating a company, after the founders have made an appropriate decision. The LLC charter is the only constituent document and is necessary for further registration of the company with the Federal Tax Service.

The preparation and use of a document is regulated by a number of articles of the civil code (in particular, Article 89), as well as Federal Law No. 129 of 08.08.2001. In addition to these legislative acts, the procedure for drawing up the charter is carried out taking into account the provisions Federal Law No. 14 of February 28, 1998 .

LLC charter form

The current legislative acts indicate that the charter is drawn up in simple written form and subsequently, upon registration, the relevant data is entered into the Unified State Register of Legal Entities.

Also, the law does not prohibit the use of a standard document form, which is approved by an authorized representative of a government department in the manner prescribed by Federal Law-129.

A sample charter of an LLC in 2017, approved by the Federal Tax Service, can be viewed and downloaded here: [ Sample of a model charter]. It is permitted to be used in electronic form. Such a document will have equal legal force with paper charters.

It is allowed that the individual charter will supplement the standard charter in specific points. The founders have the right to refuse the standard form at any time by making an appropriate decision at a general meeting of company members.

The standard charter is common to all legal entities and does not imply individualization. Accordingly, in such a document information is not included:

• corporate name of the company;
• location;
• amount of authorized capital.

The individual charter is drawn up in simple written form and certified after approval by all members organizations. The sheets of the charter must be bound, numbered and certified with the signatures of the participants.

The company's charter has no restrictions on the validity period; however, in order to avoid unforeseen difficulties, the founders indicate in the charter an indefinite period of validity.

In order for the company's charter to be officially registered, it is necessary that its contents comply mandatory requirements a number of legislative acts. In other words, the charter must necessarily contain the following information:

Due to the fact that in the future, the company’s activities will be organized in full accordance with this document, it is necessary that it be as complete, clear and understandable as possible.

Procedure for registering the charter of an LLC

The charter is transferred to registration with the Federal Tax Service together with other documents. All sheets are stitched and numbered, starting from the second page. On the title page of the charter, the number is not indicated, but the sheet itself is taken into account when numbering. A sealing sheet with the inscription “laced and numbered__ sheets” is glued to the back of the document. Below is the signature of the founder with a transcript and a seal, if any. In addition, before submitting a package of documents for registration, it is necessary to make a copy of the charter.

Registration of LLC charter carried out in the following order:

1. The LLC participants draw up the charter, make a copy of it and submit the package for registration to the Federal Tax Service.
2. Within five days from the date of submission of the package of documents, the inspector checks the content and format of the submitted papers.
3. If there are no inaccuracies or violations, the applicant submits a registered copy of the charter.
4. The second copy is transferred for storage to the archives of the Federal Tax Service.

In addition to the charter, the applicant must submit the following documents:

• application in the prescribed form. You can view and download here: [ Sample application for LLC registration ];
• decision to create a company;
• order on the appointment of a director;
• information on the contribution of the authorized capital;
• receipt for payment of state duty.

Changes to the LLC charter

In some cases, it may be necessary to amend the company's articles of association. Amendments may be required when the charter has become irrelevant due to a change of legal address, name, expulsion or adoption of a new founder.

In addition, changes are made in connection with the addition of new activities or in the event of an increase (decrease) in the company’s authorized capital.

Making changes and registering a new charter assigned to the founder by law. Violation of this requirement may result in fines and other penalties.

Changes to the LLC charter in 2017 entered in two ways:

1. Preparation of a new edition of the statutory document.
2. Drawing up an addition to the charter, indicating which items will be changed.

Changes to the charter are carried out only at a general meeting of participants by voting Not less than 2/3 of the total number of participants. Registration is of an application nature and is carried out in a standard manner.

Conclusion

In conclusion, several conclusions can be formulated:

1. LLC Charter is a document that is mandatory when organizing a company and will subsequently be required to register the enterprise with the Federal Tax Service.
2. The document is drawn up immediately after the decision to create a company is made and its creation is regulated by a number of federal laws.
3. The law provides for a simple written form of the charter. The founders can draw up an individual document or use a standard form - common to all legal entities.
4. Duration of the charter has no restrictions and the document indicates an indefinite period of validity.
5. Contents of the charter must comply with the requirements that the law imposes on this document, since the further organization of the enterprise’s work will be carried out strictly in accordance with the main constituent document.
6. Registration of the charter is carried out in the standard manner, during the submission of documents to the Federal Tax Service to register the organization for tax purposes.
7. The LLC charter is amended by issuing a new version and registering it with the Federal Tax Service.

The most popular questions and answers to them regarding the preparation of LLC charter

Question: Hello, my name is Konstantin. My brother and I founded a company and started registration of the charter. The fact is that we do not have legal training and are afraid of making mistakes with various points of the document.

Tell me, is it possible to use some kind of template and not draw up the charter yourself?

Answer: Hello, Konstantin. Federal Law No. 209 of June 29, 2015 makes it possible to use the standard form of the charter. This type of document is general and does not contain individual points. Competently composed You can also find a standard charter on our website.. This form can be used as a basis or used in its original form.

Drawing up and execution of the organization's charter

The charter is a legal act that is one of the constituent documents that determine the legal status of an organization, necessary for its state registration.

A charter is a set of rules governing the organization and procedure of activities in any specific area of ​​relations or any government body, enterprise, or institution.

The charter refers to the mandatory constituent documents when creating non-state commercial organizations. Public organizations (voluntary sports societies, creative unions, etc.) have charters. Most international organizations have charters.

General charters are approved, as a rule, by the highest bodies of state power, the charters of individual organizations are approved by their founders (participants) or the relevant ministries, departments, administrations of the constituent entities of the Russian Federation, the charters of public organizations are adopted and approved by their congresses.

They adopt statutes that define the organization of a particular field of activity (Combat Regulations, Disciplinary Regulations, etc.).

The charter defines the rights, functions, structure and staffing levels of a state, commercial or public organization. In accordance with the charter, the basic rules are established that regulate the activities of organizations, institutions, societies and citizens, their relationships with other organizations and citizens, rights and obligations in a certain area of ​​government, economic or other activities.

Charters can be standard and individual. Model statutes are developed for a number of homogeneous enterprises, on their basis they are compiled individual charters.

The main types of charters are:

– charter of a state organization (approved by a higher authority);

– charter of a municipal organization (approved by the city or district administration);

– charter of a public organization (approved by the general meeting of the organization’s participants);

– the charter of a commercial organization (approved by the general meeting, founders, property owners) and registered by a state body (registration chamber).

As an organizational document, the charter is so important that the requirements for the text for a number of its varieties are established by law. General requirements for the procedure for drawing up, execution and content of the charter of a legal entity are given in part one of the Civil Code of the Russian Federation; in Art. 11 of the Federal Law of December 26, 1995 No. 208-FZ “On Joint-Stock Companies” provides requirements for the charter of joint-stock companies.

In Art. 52 of the Civil Code of the Russian Federation states that the charter “of a legal entity must determine the name of the legal entity, its location, the procedure for managing the activities of the legal entity, as well as other information provided by law for legal entities of the corresponding type.”

The structure of the text of the charter varies depending on its type.

For example, information that must be reflected in the charter of a joint-stock company is listed in a special article of the Federal Law “On Joint-Stock Companies” dated December 26, 1995 N 208-FZ.

Article 11 “Charter of the Company” of this law states: “1. The charter of the company is the constituent document of the company. 2. The requirements of the company’s charter are mandatory for fulfillment by all bodies of the company and its shareholders. 3. The charter of the company must contain the following information: full and abbreviated company names of the company; location of the company; type of society (open or closed); quantity, par value, categories (ordinary, preferred) shares and types of preferred shares placed by the company; rights of shareholders - owners of shares of each category (type); size of the company's authorized capital; the structure and competence of the company’s management bodies and the procedure for their decision-making; the procedure for preparing and holding a general meeting of shareholders, including a list of issues, decisions on which are made by the company’s management bodies by a qualified majority of votes or unanimously; information about branches and representative offices of the company; other provisions provided for by this Federal Law and other federal laws.”

In the Federal Law “On Limited Liability Companies” dated 02/08/1998 No. 14-FZ in Art. 12 “Charter of the Company” the following requirements are specified: “1. The charter of the company is the constituent document of the company. 2. The charter of the company must contain: the full and abbreviated company name of the company; information about the location of the company; information on the composition and competence of the company's bodies, including on issues that constitute the exclusive competence of the general meeting of the company's participants, on the procedure for making decisions by the company's bodies, including on issues on which decisions are made unanimously or by a qualified majority of votes; information on the size of the company's authorized capital; rights and obligations of company participants; information about the procedure and consequences of the withdrawal of a company participant from the company, if the right to leave the company is provided for by the company’s charter; information on the procedure for transferring a share or part of a share in the authorized capital of the company to another person; information on the procedure for storing company documents and on the procedure for the company providing information to company participants and other persons; other information provided for by this Federal Law. The company’s charter may also contain other provisions that do not contradict this Federal Law and other federal laws.”

In accordance with Art. 10 “Charter of a credit organization” of the Federal Law “On Banks and Banking Activities” dated December 2, 1990 No. 395-1 the charter of a credit organization must contain: “company name; indication of the organizational and legal form; information about the address (location) of management bodies and separate divisions; a list of banking operations and transactions carried out in accordance with Article 5 of this Federal Law; information on the amount of authorized capital; information about the system of management bodies, including executive bodies, and internal control bodies, the procedure for their formation and their powers; other information provided for by federal laws for the charters of legal entities of the specified organizational and legal form.”

In the charter of an educational institution, taking into account its specifics, in accordance with Article 25 of the Federal Law “On Education in the Russian Federation” dated December 29, 2012 No. 273-FZ, in addition to the general provisions on the name, location and status of the educational institution, the type of educational institution must be indicated. organizations; founder or founders of an educational organization; types of educational programs being implemented, indicating the level of education and (or) focus; structure and competence of governing bodies of an educational organization, the procedure for their formation and terms of office.

The charter of the municipality, in accordance with the legislation on local self-government, indicates: the border and composition of the territory of the municipality; issues of local importance related to the jurisdiction of the municipality; forms, procedures and guarantees of direct participation of the population in resolving issues of local importance; structure and procedure for the formation of local government bodies; term of office of deputies of representative bodies and officials; types, procedure for the entry into force of regulatory legal acts of local government bodies; grounds and types of responsibility of bodies and officials; status and social guarantees of deputies, members and other elected bodies; conditions and procedure for organizing municipal services; financial basis for the existence of local government, etc.

These examples show how carefully, taking into account the relevant legislative acts, this main document in the organization, which lays down the principles of the organization's work, should be developed.

The charters are drawn up according to the general rules applicable to public operating organizations. A special feature of the design of the charter is the presence of a mark indicating its registration.

The charter is drawn up on the organization’s general letterhead or on a sheet of A4 paper and may contain the following details:

- name of company;

– name of the document type;

– date (the date of the charter is the date of its approval);

– approval stamp;

– registration mark (for commercial organizations);

– place of publication (city);

– signatures of the founders or persons holding elected positions (chairman, secretary).

In the “text” attribute, it is necessary to provide such sections as general provisions, main functions, rights and obligations, management, relationships and connections, production, economic and commercial activities, property and funds, control, inspection and audit, reorganization, creation and liquidation.

The structure of the text of the charter and its content are determined by the developers of the charter. Its sections usually include:

1. General provisions (the goals and objectives of the organization are determined).

2. Organizational structure (composition of structural units, their functions and relationships).

3. Regulations of the organization (forms and methods of management, rights and responsibilities of officials).

4. Financial and material base (determination of the size of fixed and working capital, sources, procedure for disposing of funds and valuables).

5. Reporting and audit activities.

6. The procedure for liquidating an organization.

Depending on the form of ownership, sections of the text may change and be supplemented.

The structure of the elements of the text of the charter of a joint-stock company may include the following information:

1. “General provisions” – the full and abbreviated official name is indicated; organizational status; mailing address; the grounds on which the organization was created; presence of branches; subject and goals of activity; presence of a registered trademark, seal.

2. “Share capital (Authorized capital)” – the amount of contributions of each founder is determined; the conditions for increasing (decreasing) the authorized capital are specified; the rights of participants to certain amounts included in the organization’s property are regulated.

3. “Order of activities” - establishes goals, types of activities; the mechanism of the organization’s relations with other organizations in matters of financial and economic activity.

4. “Management” – regulates the composition of management bodies and their powers.

5. “Accounting, reporting and distribution of profits” - establishes the procedure for maintaining accounting and statistical reporting, the procedure for summing up the financial activities of the company, and the procedure for distributing profits.

6. “Other savings” – establishes additional funds of the company, in addition to the authorized one (insurance, reserve).

7. “Cessation of activities” - establishes the procedure for liquidating an organization, its reorganization, as well as the procedure for considering disputes between the organization and individuals and legal entities.

Below is an example of the charter of a joint stock company:

CHARTER

CLOSED JOINT STOCK COMPANY "VYMPEL"

1. GENERAL PROVISIONS

1.1. Limited Liability Company "Vympel" was created in accordance with the Federal Law "On Joint Stock Companies", the Civil Code of the Russian Federation and other regulatory documents of the current legislation of the Russian Federation.

1.2. CJSC Vympel is a legal entity and organizes its activities on the basis of this Charter and the current legislation of the Russian Federation.

1.3. Location of Vympel CJSC

1.4. Postal address of Vympel CJSC (address, certificate of ownership, lease agreement with references to document number and date)

2. GOALS AND SCOPE OF ACTIVITY

2.1. The goals of Vympel CJSC are to provide goods and services, as well as to obtain commercial benefits.

3. LIQUIDATION AND REORGANIZATION

3.1. The company may be reorganized voluntarily in the manner prescribed by law. The reorganization of Vympel CJSC can be carried out in the form of merger, accession, division, spin-off and transformation.

3.2. From the moment the liquidation commission is appointed, all powers to manage Vympel CJSC are transferred to it. All decisions of the liquidation commission are made by a simple majority of votes from the total number of members of the commission.

3.3. The liquidation of Vympel CJSC is considered completed from the moment the state registration authority makes the corresponding entry in the Unified State Register of Legal Entities.

3.4. The powers of the liquidation commission are terminated upon completion of the liquidation of Vympel CJSC.

3.5. When reorganizing or terminating the activities of Vympel CJSC, all documents (organizational and administrative, financial and economic, personnel) are transferred in accordance with the established rules to the successor organization. In the absence of a legal successor, documents of permanent storage, documents of personnel are transferred for storage to the archive of the Mosgorarchiv association.

Chairman of the Board of Directors Signature M.P. Kiselev

Secretary Signature HE. Shikhova

STATE ENTERPRISE "ORBITA"

CHARTER

Magnitogorsk - 2013

Below is a sample LLC charter in general form; this option is suitable for those who have already dealt with drawing up charters for legal entities and are looking for a basic option. If you are just registering a company and you need an individual charter with all the changes and amendments of 2019, we recommend creating it in our service:

If one founder:
APPROVED
decision No. 1 of the sole founder

from xx____________ 201x

If there are several founders:
APPROVED
by decision of the general meeting of participants
Limited Liability Company "_____________________"
Protocol No. 1 dated xx____________ 201x

U S T A V
Limited Liability Companies
«_____________________»

Moscow city
2019

1. NAME, LOCATION AND DURATION OF OPERATION OF THE COMPANY

1.1. This Charter determines the procedure for the organization and activities of a commercial organization - Limited Liability Company "_____________________", hereinafter referred to as the "Company", created in accordance with the current legislation of the Russian Federation, including Federal Law dated 02/08/1998 No. 14-FZ "On limited liability companies" (hereinafter referred to as the "Law").
1.2. Names of the Company:

The full corporate name of the Company in Russian is Limited Liability Company “_____________________”.

The abbreviated name of the Company in Russian is LLC “________________”.
1.3. The location of the Company is determined by the place of its state registration. The company is registered at the address: index, _____________________, st. __________, d. ____, office. _______.

1.4. The Company is a non-public commercial corporate organization.

1.5. The company was created without limiting the period of its activity.

2. PARTICIPANTS OF THE SOCIETY

2.1. A member of the Company is a person who owns a share in its authorized capital.
2.2. Members of the Company may be any individuals and legal entities who, in accordance with the procedure established by the legislation of the Russian Federation and this Charter, have acquired a share in the authorized capital of the Company, with the exception of those persons for whom the legislation of the Russian Federation has established restrictions or prohibitions on participation in business companies.
2.3. The number of members of the Society should not be more than fifty. If the number of participants exceeds the established limit, the Company is subject to transformation into a joint stock company within one year.
2.4. The Company ensures, in accordance with the requirements of the Law, the maintenance and storage of a list of members of the Company indicating information about each member of the Company, the size of its share in the authorized capital of the Company and its payment, as well as the size of shares owned by the Company, the dates of their transfer to the Company or acquisition by the Company.

3. GOALS AND TYPES OF ACTIVITIES OF THE COMPANY

3.1. The goal of the Company's activities is to achieve maximum economic efficiency and profitability, the most complete and high-quality satisfaction of the needs of individuals and legal entities in the products produced by the Company, work performed and services.
3.2. The main activities of the Company are:

• type of activity according to OKVED without code;
• etc.

3.3. The Company has the right to carry out any other types of activities not prohibited by the legislation of the Russian Federation.
3.4. The Company may engage in certain types of activities, the list of which is determined by the federal laws of the Russian Federation, only on the basis of a special permit.

4. LEGAL STATUS OF THE COMPANY

4.1. The company is considered created as a legal entity from the moment of its state registration.
4.2. The company owns separate property, which is accounted for on its independent balance sheet, and can, in its own name, acquire and exercise property and personal non-property rights, bear responsibilities, and be a plaintiff and defendant in court.
The Company may have civil rights and bear civil responsibilities necessary to carry out any types of activities not prohibited by federal laws, if this does not contradict the subject and goals of the Company's activities.
4.3. The company is liable for its obligations with all its property.
4.4. The Company is not liable for the obligations of the state and its bodies, as well as for the obligations of its participants. The state and its bodies are not responsible for the obligations of the Company. Members of the Company are not liable for its obligations and bear the risk of losses associated with the activities of the Company, within the value of their shares in the authorized capital of the Company.
Participants of the Company who have not fully paid for their shares bear joint liability for the obligations of the Company within the limits of the value of the paid and unpaid parts of their shares in the authorized capital of the Company.
4.5. The company can create independently or participate in the establishment of newly created legal entities, including with the participation of foreign legal entities and individuals, as well as create its own branches and open representative offices, both in Russia and abroad.
4.6. Subsidiaries and dependent business companies are legal entities and are not liable for the obligations of the Company, and the Company is not liable for the obligations of such companies, except for cases provided for by the legislation of the Russian Federation.
4.7. The working language of the Society is Russian. All documents related to the activities of the Company are drawn up in the working language.
4.8. The Company has a round seal, stamps and forms with its name. A company may have a trademark, as well as a corporate emblem and other means of individualization.
4.9. Society has its own balance. The Company has the right to open bank accounts on the territory of the Russian Federation and abroad.

5. BRANCHES AND REPRESENTATIVES OF THE COMPANY

5.1. Branches and representative offices of the Company act on behalf of the Company on the basis of the Regulations on them , are not legal entities; they are endowed with property at the expense of the Company’s own property.
The Company is liable for obligations related to the activities of the branches and representative offices of the Company.
5.2. The decision on the creation of branches and representative offices and their liquidation, approval of the Regulations on them, as well as the introduction of appropriate amendments to this Charter, are made by the General Meeting of Participants of the Company in accordance with the legislation of the Russian Federation and the country of establishment of the branches and representative offices.
The head of a branch or representative office of the Company is appointed by the Sole Executive Body of the Company and acts on the basis of a power of attorney issued by the Company.
5.3. Information about branches and representative offices of the Company: none.

6. AUTHORIZED CAPITAL OF THE COMPANY

6.1. The authorized capital of the Company determines the minimum amount of the Company's property guaranteeing the interests of its creditors, and consists of the nominal value of the shares of the Company's participants.
6.2. The authorized capital of the Company is equal to __________ (amount in words) rubles.
6.3. The company may increase or decrease the size of its authorized capital. Changes in the size of the authorized capital are carried out by decision of the General Meeting of Participants. The decision to change the size of the authorized capital of the Company comes into force after making appropriate changes to this Charter and their state registration in the manner prescribed by law.
6.4. An increase in the authorized capital of the Company is permitted only after its full payment.
An increase in the authorized capital of the Company may be carried out at the expense of the Company’s property and (or) at the expense of additional contributions of the Company’s participants to the authorized capital, and (or) at the expense of contributions to the authorized capital of third parties accepted as members of the Company.
The procedure for increasing the authorized capital is determined by law.
6.5. In the event of an increase in the authorized capital, participants may contribute money, securities, other things or property rights, or other rights with a monetary value as payment for shares.
6.6. The Company has the right, and in cases provided for by law, is obliged to reduce its authorized capital.
The authorized capital may be reduced by reducing the nominal value of the shares of all participants in the authorized capital of the Company and (or) redeeming shares owned by the Company.
The procedure for reducing the authorized capital is determined by law.

7. RIGHTS AND OBLIGATIONS OF PARTICIPANTS. TRANSFER OF SHARE IN AUTHORIZED CAPITAL. EXIT OF A PARTICIPANT FROM THE SOCIETY

7.1. Members of the Society have the right:
- participate in the management of the affairs of the Company in the manner established by the Law and this Charter, including being present at the General Meeting of Members of the Company, making proposals to include additional issues on the agenda of the General Meeting of Members of the Company, taking part in the discussion of issues on the agenda and voting upon adoption decisions;
- receive information about the activities of the Company and get acquainted with its accounting books and other documentation in the manner prescribed by this Charter;
- take part in the distribution of profits;
- sell or otherwise alienate their shares or parts of shares in the authorized capital of the Company to one or more members of the Company or to another person in the manner prescribed by the Law and this Charter;
- acquire a share (part of a share) of another member of the Company at the price offered to a third party in proportion to the size of their shares in the manner established by the Law and this Charter (preemptive right of purchase);
- pledge their shares or parts of shares in the authorized capital of the Company to another member of the Company or, with the consent of the General Meeting of Members of the Company, to a third party. The decision of the General Meeting of Members of the Company to give consent to pledge a share or part of a share in the authorized capital of the Company belonging to a member of the Company is adopted by a majority vote of all members of the Company. The votes of a Company participant who intends to pledge his share or part of the share are not taken into account when determining the voting results;
- leave the Company by alienating their shares to the Company or demand that the Company acquire a share in cases provided for by the Law;
- in the event of liquidation of the Company, to receive part of the property remaining after settlements with creditors, or its value in accordance with the size of their shares in the authorized capital of the Company.
Participants also have other rights provided for by the Law and this Charter.
7.2. In addition to those specified in clause 7.1. of this Charter of Rights, the participant(s) of the Company may be granted additional rights by making appropriate additions to this section of the Charter.
Additional rights granted to a specific member of the Company, in the event of alienation of his share or part of the share to the acquirer, are not transferred to the acquirer.
A member of the Company who has been granted additional rights may refuse to exercise the additional rights belonging to him by sending a written notice to the Company. From the moment the Company receives this notification, the additional rights of the Company participant are terminated.
7.3. Members of the Society are obliged to:
- pay for shares in the authorized capital of the Company in the manner, in the amounts and within the time limits provided for by the Law and the agreement on the establishment of the Company;
- make contributions to the property of the Company by decision of the General Meeting of Participants of the Company;
- not to disclose information about the activities of the Company, in respect of which a requirement to ensure its confidentiality is established;

Obtain the consent of the remaining members of the Company to alienate their shares or parts of shares to third parties in a manner other than sale;

Obtain the consent of the General Meeting of Participants to transfer their shares or parts of shares as collateral to other members of the Company or third parties;
- promptly inform the Company about changes in information about their name, place of residence or location, as well as information about their shares in the authorized capital of the Company. If a member of the Company fails to provide information about changes in personal information, the Company shall not be liable for losses caused in connection with this.
Participants also bear other obligations provided for by the Law.
7.4. In addition to those specified in clause 7.3. of this Charter of responsibilities, the participant(s) may be assigned additional responsibilities by making appropriate additions to this section of the Charter.
Additional obligations assigned to a specific member of the Company, in the event of alienation of his share or part of the share to the acquirer, do not pass to the acquirer.
7.5. Members of the Company enjoy the preemptive right to purchase a share or part of a share of a member of the Company at the price offered to a third party in proportion to the size of their shares.
If the Company participants have not exercised their pre-emptive right to purchase a share or part of the share of a Company participant, the Company has a pre-emptive right to purchase it at the price offered to a third party.
7.6. A member of the Company who intends to sell his share or part of the share in the authorized capital of the Company to a third party is obliged to notify in writing about this the other members of the Company and the Company itself by sending through the Company at his own expense a notarized offer addressed to these persons and containing an indication of the price and other terms of sale. An offer to sell a share or part of a share in the authorized capital of the Company is considered received by all participants of the Company at the time of its receipt by the Company. Moreover, it can be accepted by a person who is a member of the Company at the time of acceptance, as well as by the Company in cases provided for by this Charter and the Law. An offer is considered not received if, no later than the day of its receipt by the Company, the Company's participants received a notice of its withdrawal. Revocation of an offer to sell a share or part of a share after its receipt by the Company is permitted only with the consent of all members of the Company.
Participants of the Company have the right to exercise the preemptive right to purchase a share or part of a share in the authorized capital of the Company within 30 (thirty) days from the date of receipt of the offer by the Company.
The decision on the Company's acquisition of a share or part of a share not acquired by the Company's participants is made by the sole executive body of the Company. The sole executive body of the Company must make a decision on the acquisition no later than 10 (ten) days from the date of expiration of the thirty-day period from the date of receipt of the offer by the Company.
The preemptive right to purchase a share or part of a share in the authorized capital of the Company from participants and from the Company terminates on the day:
- submitting an application for refusal to use this preemptive right, drawn up in the form and manner prescribed by the Law;
- expiration of the period for using this preemptive right.
7.7. If, within forty days from the date of receipt of the offer by the Company, the members of the Company or the Company do not exercise the preemptive right to purchase a share or part of a share in the authorized capital of the Company offered for sale, including those formed as a result of the refusal of individual participants of the Company and the Company from the preemptive right to purchase shares or part of a share in the authorized capital of the Company, the remaining share or part of a share can be sold to a third party at a price that is not lower than the price established in the offer, and on the terms that were communicated to the Company and its participants.
7.8. The assignment of the pre-emptive right to purchase a share or part of a share in the authorized capital of the Company by participants or the Company is not permitted.
7.9. The assignment of a share or part of a share in the authorized capital of the Company must be made in the form and manner established by the Law.
7.10. The Company, in the manner prescribed by the Law, must be notified of the assignment of a share or part of a share in the authorized capital of the Company.
7.11. Except for the cases specified in paragraph 7 of Art. 23 of the Federal Law “On Limited Liability Companies”, a share or part of a share in the authorized capital of the Company passes to its acquirer from the moment the relevant changes are made to the unified state register of legal entities. Entry into the unified state register of legal entities of an entry on the transfer of a share or part of a share in the authorized capital of the Company in cases that do not require notarization of a transaction aimed at alienating a share or part of a share in the authorized capital of the Company is carried out on the basis of title documents.

The acquirer of a share or part of a share in the authorized capital of the Company is transferred to all the rights and obligations of a member of the Company that arose before the transaction aimed at alienating the specified share or part of the share in the authorized capital of the Company, or before the emergence of another basis for its transfer, with the exception of additional rights granted to this member of the Company, and the responsibilities assigned to him.

A member of the Company who has alienated his share or part of a share in the authorized capital of the Company bears an obligation to the Company to make a contribution to the property that arose before the transaction aimed at alienating the specified share or part of a share in the authorized capital of the Company, jointly and severally with its acquirer.

7.12. When withdrawal of a participant from the Company his share passes to the Company from the date the Company receives the participant’s application to leave the Company. The Company is obliged, within 6 (six) months, to pay to the participant who filed an application to leave the Company the actual value of his share in the authorized capital of the Company, determined on the basis of the data in the Company’s financial statements for the last reporting period preceding the day of filing the application to leave the Company, or with the consent of this member of the Company, give him in kind property of the same value or, in the event of incomplete payment by him of the share in the authorized capital of the Company, the actual value of the paid part of the share.
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, which arose before filing an application for withdrawal from the Company.
7.13. In case of acquisition of a participant's share (part thereof) by the Company, it is obliged to sell it to other participants or third parties within a period of no more than one year in the manner prescribed by the Law. During this period, the distribution of profits, as well as the adoption of decisions by the General Meeting, is made without taking into account the share acquired by the Company. If during the year the Company has not sold its share, it is obliged to reduce the authorized capital by an amount equal to the nominal value of such share.

8. PROFIT DISTRIBUTION. SOCIETY FUNDS

8.1. The company has the right once a year [quarterly, every six months] make a decision on the distribution of net profit (part of it) among the participants of the Company. Such a decision is made by the General Meeting of Participants of the Company.
8.2. Part of the Company's profit intended for distribution among its participants is distributed in proportion to their shares in the authorized capital of the Company.
8.3. In cases provided for by the Law, the Company does not have the right to make a decision on the distribution of profits between participants and pay out profits, the decision to distribute which has been made.
8.4. By decision of the General Meeting of Participants, reserve and other funds may be created in the Company at the expense of the Company’s net profit. The procedure for creation, size, purposes for which the funds of such funds can be spent, the procedure for spending the funds' funds are determined by the decision on their creation.

9. MANAGEMENT BODIES OF THE COMPANY

9.1. The management bodies of the Company are:
- General meeting of participants;
- sole executive body of the Company - General Director [Director, President].

10. GENERAL MEETING OF PARTICIPANTS

10.1. The highest governing body of the Company is the General Meeting of its participants.
10.2. The exclusive competence of the General Meeting of Participants of the Company includes:
10.2.1. determination of the main directions of the Company’s activities;
10.2.2. making decisions on participation in associations and other associations of commercial organizations;
10.2.3. amendment of this Charter, including change in the size of the authorized capital of the Company;
10.2.4. election/appointment of the sole executive body of the Company and early termination of its powers;
10.2.5. establishing the amount of remuneration and monetary compensation to the sole executive body of the Company, members of the collegial executive body of the Company;
10.2.6. approval of annual reports and annual balance sheets;
10.2.7. making a decision on the distribution of net profit, including among the members of the Company;
10.2.8. approval or adoption of documents regulating the organization of the Company’s activities (internal documents of the Company);
10.2.9. making a decision on the placement by the Company of bonds and other issue-grade securities, as well as approving the terms of their placement;
10.2.10. acquisition of bonds and other securities placed by the Company;
10.2.11. appointment of an audit, approval of the auditor and determination of the amount of payment for his services;
10.2.12. making a decision on the reorganization or liquidation of the Company;
10.2.13. appointment of a liquidation commission and approval of liquidation balance sheets;
10.2.14. making a decision on the completion by the Company of a major transaction related to the acquisition, alienation or possibility of alienation by the Company, directly or indirectly, of property, the value of which is at least 25% of the value of the Company’s property, determined on the basis of the financial statements for the last reporting period;
10.2.15. making a decision on the Company entering into a transaction in which the Company's participants have an interest;
10.2.16. making decisions on the creation of branches and opening representative offices of the Company;
10.2.17. making a decision on granting, terminating and limiting additional rights of members of the Company and on imposing, changing and terminating additional responsibilities of members of the Company;
10.2.18. making a decision to limit and change the maximum size of the share of a participant in the Company and to limit the possibility of changing the ratio of shares of participants in the Company;
10.2.19. approval of the monetary valuation of non-monetary contributions to the authorized capital of the Company made by the Company's participants and third parties accepted into the Company;
10.2.20. making decisions on making contributions to the Company’s property;
10.2.21. approval of the budget of income and expenses for the current activities of the Company;
10.2.22. making a decision on the Company’s participation in the creation of legal entities;
10.2.23. approval of transactions related to the acquisition, alienation and possibility of alienation of shares, shares in the authorized capital of other legal entities;
10.2.24. making decisions on the use of rights granted by shares, shares, shares in the authorized capital of other legal entities owned by the Company, including, but not limited to:
- identifying a representative to participate in general meetings of participants/shareholders of other companies where the Company is a participant/shareholder, making proposals on the agenda of these general meetings, identifying candidates for the management bodies of such companies;
- making decisions on issues within the competence of general meetings of participants/shareholders of companies in which the Company is the only participant/shareholder;
10.2.25. approval of transactions related to the acquisition, alienation and possibility of alienation by the Company of real estate, regardless of the transaction amount;
10.2.26. approval of transactions for the Company to obtain for rent or other fixed-term or indefinite use of real estate for a period of more than 1 (one) year, regardless of the transaction amount;
10.2.27. approval of transactions for the transfer by the Company for rent or other fixed-term or indefinite use of real estate for a period of more than 1 (one) year, regardless of the transaction amount;
10.2.28. approval of transactions related to the acquisition, alienation or possibility of alienation, receipt for use of intellectual property (trademarks, inventions, utility models, industrial designs, know-how), regardless of the transaction amount;
10.2.29. approval of transactions related to the issuance of guarantees by the Company regardless of the transaction amount;
10.2.30. making a decision on the Company’s execution of a bill of exchange transaction, including the issuance by the Company of promissory notes and bills of exchange, production of endorsements, avals, and payments on them, regardless of their amount;
10.2.31. making a decision to apply to the court to declare the Company bankrupt;
10.2.32. resolving other issues provided for by the Law and this Charter.
10.3. Issues referred by the Law to the exclusive competence of the General Meeting of Participants of the Company cannot be transferred to them for decision by the sole executive body of the Company.
10.4. Other issues may also fall within the competence of the General Meeting of Participants, subject to appropriate amendments to this section of the Charter.
10.5. The general meeting of participants can be regular or extraordinary.
10.6. The next General Meeting of Participants is held once a year [twice a year, quarterly]. It should resolve the issues specified in clause 10.2.7. of this Charter, and other issues within the competence of the General Meeting of Participants may also be resolved.
The next General Meeting is convened by the sole executive body of the Company.
10.7. An extraordinary General Meeting of the Company's participants is convened by the sole executive body of the Company on his initiative, at the request of the auditor, as well as the Company's participants, who collectively hold at least one tenth of the total number of votes of the Company's participants.
The sole executive body of the Company is obliged, within 5 days from the date of receipt of the request to hold an extraordinary General Meeting of the Company Participants, to consider this requirement and make a decision to hold an extraordinary General Meeting of the Company Participants or, in cases provided for by the Law, to refuse to hold it.
If a decision is made to hold an extraordinary General Meeting of the Company's participants, the said General Meeting must be held no later than 45 days from the date of receipt of the request for its holding.
If within the above period no decision is made to hold an extraordinary General Meeting of Participants
of the Company or a decision has been made to refuse to hold it on grounds not provided for in the Law, an extraordinary General Meeting of Participants of the Company may be convened by bodies or persons requiring its holding.
10.8. The general meeting of the Company's participants may be held in the form of joint presence (meeting) or absentee voting (by poll) in accordance with the Law.
10.9. The convening of the General Meeting of Participants is carried out in accordance with the requirements of the Law.
10.10. Notification of the General Meeting of Participants of the Company is sent to participants by mailing by registered mail.
10.11. The following deadlines are established for convening the General Meeting of Participants:
10.11.1. the period for notifying each member of the Company about convening the General Meeting of Participants is no later than 15 days before it is held;
10.11.2. the deadline for the Company's participants to submit proposals to include additional issues on the agenda of the General Meeting of Participants is no later than 10 days before it is held;
10.11.3. The period for notifying each member of the Company about changes made to the agenda of the General Meeting of Participants is no later than 7 days before it is held.
10.12. Information and materials to be provided to participants during the preparation of the General Meeting of Participants must be available to all members of the Company and persons participating in the meeting for review at the premises of the sole executive body of the Company within 15 days before the General Meeting of Participants of the Company.
10.13. In case of violation of the procedure established by the Law and this Charter for convening a General Meeting of Participants of the Company, such General Meeting is recognized as competent if all participants of the Society are present at it.
10.14. The procedure for holding the General Meeting of Participants is determined by the Law and this Charter.
10.15. Before the opening of the General Meeting of the Society's participants, registration of the arriving members of the Society is carried out.
Members of the Company have the right to participate in the General Meeting in person or through their representatives. Representatives of the Company's participants must present documents confirming their proper authority. A power of attorney issued to a representative of a member of the Company must contain information about the person represented and the representative (name or designation, place of residence or location, passport details), be drawn up in accordance with the requirements of the Civil Code of the Russian Federation or certified by a notary.
An unregistered member of the Company (representative of a member of the Company) is not entitled to take part in voting.
10.16. The General Meeting of the Company Participants opens at the time specified in the notice of the General Meeting of the Company Participants or, if all the Society Participants are already registered, earlier.
10.17. The sole executive body opens the General Meeting of the Company's participants and elects the chairman of the General Meeting from among the Company's participants.
When electing the Chairman of the General Meeting of Participants of the Company, each participant in the meeting has a number of votes proportional to his share in the authorized capital of the Company.
The functions of the Secretary of the General Meeting are performed by the sole executive body or another person chosen by the General Meeting.
10.18. The sole executive body of the Company organizes the maintenance of minutes of the General Meeting of Participants.
The minutes of the General Meeting of Participants are signed by the Chairman and Secretary of the General Meeting of Participants.
No later than ten days after drawing up the minutes of the General Meeting of Participants of the Company, the Secretary of the General Meeting of Participants is obliged to send a copy of the minutes of the General Meeting of Participants of the Company to all participants of the Company in the manner prescribed for notification of the General Meeting of Participants of the Company.

10.19. The adoption of a decision by the General Meeting of the Company, as well as the composition of the participants present at the General Meeting, is confirmed by the signing of the minutes of the General Meeting by all participants present at the General Meeting. Notarization of these facts is not required.

10.20. No later than ten days after drawing up the minutes of the General Meeting of Participants of the Company, the Secretary of the General Meeting of Participants is obliged to send a copy of the minutes of the General Meeting of Participants of the Company to all participants of the Company in the manner prescribed for notification of the General Meeting of Participants of the Company.

10.21. The General Meeting of the Company's participants has the right to make decisions only on agenda items communicated to the Company's participants, except in cases where all the Company's participants participate in this General Meeting.

10.22. Each participant of the Company has a number of votes at the General Meeting of Participants proportional to his share in the authorized capital, except for cases established by the Law and this Charter.

Unpaid shares do not participate in voting. If a decision is made to carry out a transaction in respect of which there is an interest, the votes of the participants interested in its completion are not taken into account. The votes of a participant who intends to pledge his share in the authorized capital are not taken into account when voting on the issue of the Company giving consent to pledge the share.

A person performing the functions of the sole executive body who is not a member of the Company may participate in the General Meeting of Participants with the right of an advisory vote.

10.23. To make a decision, the General Meeting of the Company's members requires the following number of votes (counting is carried out based on the number of votes of all members of the Company, and not just the persons present at the General Meeting):

10.23.1. The following decisions are made unanimously by all members of the Company:

On granting additional rights to members of the Company, as well as termination or limitation of additional rights granted to all members of the Company;

On the imposition of additional responsibilities on all members of the Company, as well as the termination of additional responsibilities;

On the introduction, amendment and exclusion from this Charter of provisions on limiting the maximum size of the share of a participant in the Company, on limiting the possibility of changing the ratio of shares of participants in the Company;

On approval of the monetary valuation of non-monetary contributions to the authorized capital of the Company made by members of the Company and third parties accepted into the Company;

On increasing the authorized capital of the Company on the basis of an application from a participant or third parties admitted to the Company to make an additional contribution;

On amendments to this Charter in connection with an increase in the authorized capital of the Company, on an increase in the nominal value of the share of a member of the Company or shares of members of the Company who submitted applications for an additional contribution, and, if necessary, on changing the size of shares of members of the Company;

On the admission of a third person or third parties to the Company, on introducing amendments to this Charter in connection with an increase in the authorized capital of the Company, on determining the nominal value and size of the share or shares of a third person or third parties, as well as on changing the size of the shares of the Company's participants;

On introducing provisions into this Charter or changing the provisions of this Charter establishing the preemptive right to purchase a share or part of a share in the authorized capital of the Company's participants or the Company at a price predetermined by the Charter, including changing the size of such a price or the procedure for determining it;

On introducing provisions into this Charter or amending the provisions of this Charter establishing the possibility of members of the Company or the Company to exercise the preemptive right to purchase not the entire share or not the entire part of the share in the authorized capital of the Company offered for sale;

On introducing provisions into this Charter or amending the provisions of this Charter establishing the procedure for the Company participants to exercise the pre-emptive right to purchase a share or part of a share disproportionate to the size of the shares of the Company participants;

On introducing provisions into this Charter or amending the provisions of this Charter establishing a period or procedure for payment by the Company of the actual value of a share or part of a share in the authorized capital of the Company other than specified in the Law;

On the sale of a share owned by the Company to the participants of the Company, as a result of which the size of the shares of its participants changes, the sale of a share owned by the Company to third parties and the determination of a different price for the share being sold;

On payment in the event of foreclosure on a share or part of a share of a Company participant in the authorized capital of the Company for the participant’s debts of the actual value of the share or part of a share to creditors by the remaining participants of the Company;

On introducing provisions into this Charter or amending the provisions of this Charter establishing the right of a Company participant to leave the Company;

On introducing provisions into this Charter or changing the provisions of this Charter establishing the obligation of the Company's participants to make contributions to the Company's property;

On the introduction, amendment and exclusion from this Charter of provisions establishing the procedure for determining the size of contributions to the property of the Company disproportionate to the size of the shares of the Company's participants, as well as provisions establishing restrictions related to making contributions to the property of the Company;

On the introduction, amendment and exclusion from this Charter of provisions providing for the distribution of the Company's profits between the Company's participants disproportionately to their shares in the authorized capital;

On the introduction, amendment and exclusion from this Charter of provisions providing for the determination of the number of votes of the Company's participants at the General Meeting of Participants disproportionate to their shares in the authorized capital;

On the reorganization or liquidation of the Company.

On the creation of branches and opening representative offices of the Company;

On termination or limitation of additional rights granted to a certain member of the Company;

On the assignment of additional responsibilities to a certain member of the Company;

On increasing the authorized capital of the Company at the expense of its property;

On increasing the authorized capital of the Company by making additional contributions by the Company's participants;

On the exclusion from the Charter of the Company of provisions establishing the pre-emptive right to purchase a share or part of a share in the authorized capital of the Company at a price predetermined by the Charter;

On the exclusion from the Charter of the Company of provisions establishing the possibility of members of the Company or the Company to exercise the preemptive right to purchase not the entire share or not the entire part of the share in the authorized capital of the Company offered for sale;

On the exclusion from the Charter of the Company of provisions establishing the procedure for the exercise by the Company's participants of the pre-emptive right to purchase a share or part of a share disproportionate to the size of the shares of the Company's participants;

On making contributions by the Company's participants to the Company's property;

On the amendment and exclusion of provisions of the Company's Charter that establish restrictions related to making contributions to the Company's property for a certain member of the Company;

On changes to this Charter, including changes in the size of the authorized capital of the Company, with the exception of those changes for which, in accordance with the Law or this Charter, a larger number of votes is required.

10.23.3. On all other issues, decisions are made by a majority vote of the total number of members of the Company, unless the need for a larger number of votes for their adoption is provided for by the Law.

10.24. If the Company consists of one participant, then decisions on issues falling within the competence of the General Meeting of Participants are made by the sole participant of the Company individually, drawn up in writing and signed by the sole participant. In this case, the provisions of this Charter and the Law that determine the procedure and timing for preparing, convening and holding the General Meeting of Participants, the procedure for making decisions by the General Meeting, do not apply, with the exception of the provisions relating to the timing of the next General Meeting.

11. SOLE EXECUTIVE BODY

11.1. The sole executive body of the Company, which manages the current activities of the Company, is the General Director. The sole executive body is accountable to the General Meeting of Participants of the Company.
11.2. The competence of the sole executive body of the Company includes all issues of management of the current activities of the Company, with the exception of issues within the competence of the General Meeting of Participants of the Company.
11.3. The sole executive body acts on behalf of the Company without a power of attorney, including:
11.3.1. represents the interests of the Company both in the Russian Federation and abroad;
11.3.2. independently, within the limits of their competence or after approval by the management bodies of the Company in the manner prescribed by the Law, this Charter and internal documents of the Company, makes transactions on behalf of the Company;
11.3.3. disposes of the Company's property to ensure its current activities within the limits established by this Charter;
11.3.4. issues powers of attorney for the right of representation on behalf of the Company, including powers of attorney with the right of substitution;
11.3.5. concludes employment contracts with the Company's employees, issues orders on the appointment of employees to positions, on their transfer and dismissal;
11.3.6. applies incentive measures to the Company's employees and imposes disciplinary sanctions on them;
11.3.7. issues orders and gives instructions that are binding on all employees of the Company;
11.3.8. organizes the implementation of decisions of the General Meeting of Participants of the Company;
11.3.9. opens bank accounts for the Company;
11.3.10. represents the interests of the Company in all courts (courts of general jurisdiction, arbitration courts, arbitration courts) on the territory of the Russian Federation and abroad at all stages of the judicial process, including at the stage of enforcement proceedings;
11.3.11. resolves issues related to the preparation, convening and holding of the General Meeting of Participants of the Company;
11.3.12. ensures compliance of information about the participants of the Company and about their shares or parts of shares in the authorized capital of the Company, about shares or parts of shares owned by the Company, with the information contained in the unified state register of legal entities and notarized transactions for the transfer of shares in the authorized capital of the Company, about which the Society became aware;
11.3.13. exercises other powers necessary to achieve the goals of the Company’s activities and ensure its normal operation, in accordance with the current legislation of the Russian Federation and this Charter, with the exception of the powers assigned to other bodies of the Company.
11.4. The sole executive body is responsible for the safety of information constituting state secrets.
11.5. The General Director is elected/appointed by the General Meeting of Participants of the Company for a period of _____ (in words) years. The General Director may be elected/appointed not from among the Company's participants.
11.6. The employment contract with the General Director on behalf of the Company is signed by the Chairman of the General Meeting of Participants, unless this is entrusted by the General Meeting of Participants to another person.
11.7. The General Meeting of Participants of the Company has the right to dismiss the General Director from his position at any time with simultaneous termination of the employment contract in the manner established by the legislation of the Russian Federation.

12. COMPANY AUDITOR

12.1. To check and confirm the correctness of the annual reports and balance sheets of the Company, as well as to check the state of current affairs of the Company, it has the right to engage a professional auditor who is not connected by property interests with the Company, the person performing the functions of the sole executive body of the Company, and the participants of the Company.
12.2. At the request of any member of the Company, an audit may be carried out by a professional auditor chosen by him, who must meet the requirements established by clause 12.1. of this Charter.
12.3. In the event of such an audit, payment for the auditor’s services is carried out at the expense of the Company participant at whose request it is carried out. Expenses of a Company participant for payment of auditor's services may be reimbursed to him by decision of the General Meeting of Company Participants at the expense of the Company.

13. ACCOUNTING AND REPORTING. COMPANY DOCUMENTS

13.1. The Company maintains accounting records and presents financial statements in the manner established by the current legislation of the Russian Federation.
13.2. Responsibility for the organization, condition and reliability of accounting in the Company, timely submission of the annual report and other financial statements to the relevant bodies lies with the sole executive body of the Company in accordance with the legislation of the Russian Federation.
13.3. The company is obliged to keep the following documents:

• the agreement on the establishment of the Company, the Charter of the Company, as well as changes made to the Charter of the Company and registered in the prescribed manner;
• minutes of the meeting of the founders of the Company and/or decisions in the case of one founder of the Company, containing a decision on the creation of the Company and on approval of the monetary value of non-monetary contributions to the authorized capital of the Company, as well as other decisions related to the creation of the Company;
• a document confirming the state registration of the Company;
• documents confirming the Company's rights to property on its balance sheet;
• internal documents of the Company;
• regulations on branches and representative offices of the Company;
• documents related to the issue of bonds and other issue-grade securities of the Company;
• minutes of the General Meetings of the Company's participants (decisions of the sole participant of the Company), meetings of the Board of Directors of the Company and the Audit Commission of the Company;
• lists of affiliated persons of the Company;
• conclusions of the audit commission (auditor) of the Company, auditor, state and municipal financial control bodies;
• other documents provided for by federal laws and other legal acts of the Russian Federation, the Charter of the Company, internal documents of the Company, decisions of the General Meeting of Participants of the Company and the sole executive body of the Company.

13.4. The Company stores the documents specified in clause 13.3 of this Charter (hereinafter referred to as “documents”) at the location of the sole executive body of the Company in the manner and within the time limits established by legal acts of the Russian Federation.
13.5. The organization of storage of the Company's documents is ensured by the sole executive body of the Company.
The organization of storage of documents generated in the activities of separate structural divisions of the Company, before transferring them to the archive at the location of the sole executive body of the Company, is ensured by the heads of these separate structural divisions of the Company.
13.6. Within five working days from the date of presentation of the corresponding request by a member of the Company, the documents specified in clause 13.3 of this charter must be provided by the Company for review at the premises of the executive body of the Company. Information about the activities of the Company is provided to other persons in the manner prescribed by the current legislation of the Russian Federation.

13.7. Members of the Society have the right to familiarize themselves with documents related to the use of information constituting state secrets only if they have an access form.

14. PRIVACY

14.1. Technical, financial, commercial and other information provided to the Company's participants, members of the Company's management bodies, and the Company's auditor related to the creation and activities of the Company is considered confidential, with the exception of information:

• which is already known to that person at the time of its communication;
• which, due to the actions of third parties, has already become generally known;
• which is received by that person without restriction on disclosure from any third party entitled to such disclosure.

14.2. These persons are obliged to take all necessary and reasonable measures to prevent the disclosure of received confidential information beyond official or production needs in connection with the performance of duties within the framework of the Company's activities.
14.3. Transfer of confidential information to third parties, publication or other disclosure of such information by the above persons during the period of their participation in the Company and/or its bodies and within 5 years after termination of participation in the Company and/or its bodies, regardless of the reason for termination, can only be carried out with written consent General meeting of participants or if such information is requested by a government agency in the manner prescribed by the legislation of the Russian Federation.

15. LIQUIDATION OF THE COMPANY

15.1. Liquidation of the Company entails its termination without the transfer of its rights and obligations by way of succession to other persons.
15.2. The Company may be liquidated voluntarily by decision of the General Meeting of Participants of the Company or forcibly by a court decision on the grounds provided for by the legislation of the Russian Federation.
15.3. The decision of the General Meeting of Participants of the Company on the voluntary liquidation of the Company and the appointment of a liquidation commission is made upon the proposal of the sole executive body or participant of the Company. The general meeting of participants of a voluntarily liquidated Company makes a decision on the liquidation of the Company and the appointment of a liquidation commission.
15.4. The procedure for liquidating the Company, satisfying the claims of creditors and the procedure for distributing the property of the liquidated Company among participants is determined by the legislation of the Russian Federation.
15.5. The liquidation of the Company is considered completed, and the Company is considered to have ceased to exist from the moment the corresponding entry is made in the unified state register of legal entities.
15.6. During the reorganization and liquidation of the Company, the safety of information constituting a state secret must be ensured. In the absence of a legal successor, documents related to the use of information constituting state secrets are destroyed.

16. FINAL PROVISIONS

16.1. This Charter was approved by the minutes of the general meeting of the Company's participants and becomes valid from the moment of its state registration.
16.2. The provisions of this Charter retain their legal force for the entire period of the Company’s activities.
If one of the provisions of this Charter becomes invalid due to changes in the legislation of the Russian Federation, then this is not a reason for suspending the validity of the remaining provisions. An invalid provision must be replaced by a provision that is legally permissible and close in meaning to the replaced one.

Compliance of the charter with the sample presented above will help you avoid annoying mistakes when registering an LLC, but often regional tax authorities may impose specific requirements that are not explicitly stated in the legislation, so a service is now available especially for our usersfree document verification

Sooner or later, the founders of a limited liability company are faced with the need to write the charter of their company. Since 2009, it is this document that has the exclusive status necessary for opening a new organization.

Understanding the need for a charter is not so difficult, but drawing one up on your own can be difficult. To ensure that completing this task does not take a lot of effort and time, you should first familiarize yourself with the recommendations for drawing up this document.

The charter of an LLC is usually called a document that regulates all aspects of the enterprise’s activities. It covers in detail the issues of interaction between the founders, their rights and obligations. It also displays the features of company management. To establish a limited liability company, a whole package of documents is submitted, and the charter is fundamental among them. In fact, its development begins before the opening of the enterprise. If there are several co-owners, the document must be drawn up before signing the agreement on establishing the LLC.

The company registration process begins with a detailed study of the charter. When the founders want to make any changes to the functioning of the enterprise, they first turn to this document. Changing the authorized capital and replacing the general director are possible only on the basis of the charter. Based on this, we can conclude that it regulates the fundamental details of the work of a limited liability company.

Registration of an LLC is impossible without the existence of an LLC Charter drawn up in accordance with the basic rules. contained in the link.

The list and rules for their design are in the materials of the new publication.

To register an LLC, a legal address is also required. you can learn how to determine it legally.

Development of LLC charter

Many people advise taking existing examples of operating companies as examples for drawing up a charter. This is not correct, because standard documents cannot take into account the specifics of your company’s activities. Templates are used only to show how the structure of the charter and its main blocks should look. Another mistake is a formal attitude towards the document. It should be understood that these are company regulations. All disputes and conflicts will be resolved on its basis.

It is important to clearly distribute the functions and responsibilities of the director and subordinates in the charter. Otherwise, the head of the company can manage the company at his own discretion, and the board of founders will have only an indirect relation to this issue. Do not forget about a detailed consideration of the conditions for leaving the LLC. This paragraph should describe what a co-founder who decides to leave the company can expect. Very often, large enterprises fall apart due to escalating disputes over how much share each of the founders owns. This can be avoided if you take into account all the nuances when drawing up the charter.

Standard sections of the LLC charter

There are several standard sections that should be included in this type of document:

• Name of the enterprise;
• His physical (legal) address;
• Society members;
• Main directions and purpose of activity;
• Legal status;
• Availability of representative offices and branches;
• Amount of authorized capital;
• Responsibilities and rights of founders;
• LLC funds and profit distribution;
• Enterprise management bodies;
• Auditor and auditor;
• Reporting and accounting;
• Confidentiality;
• The order of decision-making (which issues require a unanimous decision, and which can be considered with a majority vote);
• The procedure for the withdrawal of participants from the society;
• The procedure for selling or transferring a share in the authorized capital.

The fields listed may vary or may not even fit into the document, but their presence is recommended.

You can also provide information regarding the sole executive body, the exclusive competence of the general meeting of founders and the inheritance of shares in the authorized capital. At the end of the charter, the final provisions are written.

Document preparation

A general idea of ​​the rules for drawing up the charter of an LLC can be obtained by familiarizing yourself with the examples of compiled samples. All pages must be numbered. The exception is the title page. The numbers used are classic Arabic. There are no strict requirements for the actual design of the text.

After all the pages of the charter are drawn up, they are stitched together, and a paper seal is glued to the last one. This is a kind of guarantee that the document cannot be changed. The seal indicates the number of pages and the name of the person who drafted the charter. His painting is placed here. If the document is approved after the LLC has been opened, for example, again, it is recommended to put the company’s seal on the seal.

Experts advise making several copies of the charter of a limited liability company at once. They will be useful if it is necessary to provide a document of this type to government agencies or other organizations. Photocopies are not stamped.

Drawing up the charter of an LLC with one founder

If the company has only one founder, then when drawing up the charter, some nuances must be taken into account. In most cases, such an enterprise is registered at the place of residence. It is important not to forget that the registration address is indicated not of the founder, but of the executive body, represented by the general director of the company. Very often, due to such an error, serious problems arise with the document.

The LLC has only one director, which means his term of office must be at least 5 years. It's even easier to specify a perpetual term. This reduces the risk of wasting time due to bureaucracy in government agencies.

A limited liability company can be established either by an individual or by a legal entity that represents a group of people. A single-member entity does not have the authority to own an LLC.

Drawing up the charter of an LLC with several founders

A key feature that should be taken into account when drawing up the charter of a limited liability company with several founders is the relationship between the participants. It should be understood that everyone owns the authorized capital equally. One of the founders may want to take his share and leave the company. The document must clearly state whether the founder can leave the LLC at all and under what conditions.

It is recommended to carefully consider how to preserve the capital of a participant who has left the company. The best option is to attract investors who cover the losses. You can also prescribe the procedure for withdrawing part of the funds without the need to contact a notary. This will save significant amounts. Some LLCs use pre-emptive rights. It consists of providing one of the founders with the opportunity, in the first place, to buy out the share of the withdrawing participant.

In some situations, part of the capital of one of the co-owners is inherited by a third party. The charter must necessarily provide for the procedure for performing this procedure.

Since the loss of part of the funds steadily leads to a deterioration in the well-being of the enterprise, it is advisable to prescribe in the document the procedure and timing of payments to the founder who left the company.

If it is necessary to re-register due to changes being made to it, it is important to pay special attention to the title page. Practice shows a high number of refusals by the tax inspectorate to carry out registration actions due to extraneous inscriptions or incorrect registration.

Any commercial enterprise conducts its activities not only on the basis of legislative acts, but is also guided by organizational and legal documentation that is developed by it itself. The charter refers to its composition.

Russian legislation has established a list of documents that legal entities are required to provide to the tax office, as well as in the event of reorganization or closure. To start a business, you first need to register the Charter of the enterprise by submitting its original or a notarized copy for verification. A mark indicating that the company has been registered is placed on its title page.

Art. 52 of the Civil Code of the Russian Federation establishes that legal entities conduct their activities on the basis of the Charter or on the basis of both of these documents. In most cases, it is the Charter that is adopted as the main constituent act.

Attention! Since 2009, the Charter has been the only constituent document for LLC.

The charter is a collection of rules that regulate the conduct of business and the relationship of the company with counterparties, establishing the competence of the highest management bodies of the company. It is approved by the participants (owners) of the company, called founders.

The Charter reflects:

• full and abbreviated
• legal address
• company management procedure
• other information

The more detailed the contents of the Charter are disclosed, the more it will be possible to avoid possible misunderstandings in the process of doing business, conflict situations and misunderstandings between the owners of the company. Consequently, the company’s activities will be more organized, efficient and profitable.

When changes are made

The law requires that all changes occurring in its structure be reflected in the company’s Charter:

• Business name
• legal address
• composition of founders
• number of branches
• management order
• types of business

Often, an updated version of the Charter is adopted at the initiative of new members of the company. Innovations are introduced and registered in the manner prescribed by law.

There are two ways to change the Charter:

1. Prepare a separate application for the current version.
2. Publish a new edition.

In both cases, the title page needs to be adjusted. In the first case, it is necessary to indicate information about existing new applications that must be officially registered. The name of the body that approved the changes (or the only participant) and the date they were made must be written down.

In the second case, the text of the document is presented in a new way, and the document that was in force before it loses legal force from the moment it is re-registered with the tax office. The title page reflects who approved the new Charter and on what date. The signatures of the meeting chairman and secretary are not mandatory.

So, the title page of the Charter in the new edition must be adjusted. Mandatory details subject to change are the name of the body that approved the new version of the text and the date of the events that occurred.

Contents and features of the title page in the new edition

The legislation does not define specific rules for drawing up the title page of the Charter, including the updated one. However, government agencies rely on internal instructions, compliance with which will avoid temporary and financial losses.

The general rule establishes the need to reflect three groups of data on the title page of the new version of the Charter:

1. A note on the decision of the business owners who approved the updated Charter, the number and date of its signing are entered in the upper corner of the page.
2. The name of the document “Charter”, the name of the company, the organizational and legal form are indicated in the middle.
3. The year when the main act in its current version was adopted, the city of registration of the company is written in the center of the bottom of the title page.

You are allowed to make your own deviations in this procedure. For example, you can indicate its revision number under the title of the document or list all previous variations. It is also possible to replace such an entry with a simple note that the edition is “new”.

If the city of registration of the company is not indicated on the title page, this will not be considered an error.

Errors that prevent the registration of a new version of the Charter from the first submission are as follows:

1. Reflection on the title page of the year the company was founded, a list of registration acts, and certificates. This information is in the text of the document itself.
2. Numbering on the first page. According to the established rules, the Charter should be numbered starting from the second sheet.
3. The presence on the title plate of signatures of company officials and seal impressions.

If such mistakes are made, the Charter will have to be re-submitted for re-registration. In this case, not only time will be spent, but also financial resources on the changes made.

The charter is the main document of any company, containing the basic principles of its structure and activities. Changing it requires updating the title page with the obligatory indication of the date of the actions performed. The first page should not include the year of creation of the company, signatures, seals, or numbering.

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