Definition of constituent documents. What is included in the constituent documents of a legal entity

In their activities, enterprises, organizations and institutions, along with acts of state authorities and public administration, are guided by internal documents (charter, regulations, rules, regulations, etc.). Their organizational activities, first of all, are expressed in the development and approval of a set of organizational and legal documents containing rules, norms and regulations of activity; establishing the legal status of the organization, its competence, structure, staff, and official composition, both for the entire organization as a whole and for its structural divisions.

Organizational legal documents contain strictly binding provisions; they implement the norms of administrative law and are the legal basis for the organization’s activities. In terms of validity period, organizational and legal documents are considered unlimited, valid until their cancellation. Let us consider the content, procedure for drawing up and execution of certain types of organizational and legal documents.

Under constituent documents understand the documents on the basis of which legal entities (institutions, organizations, enterprises) operate. Constituent documents do not have a validity period. They are created at the time of formation of a legal entity. As a rule, constituent documents are drawn up by legal services by agreeing on their content with the founders (participants).

The composition and structure of constituent documents of legal entities are provided for in Art. 52 of the Civil Code of the Russian Federation (Part I). In accordance with the norms of civil legislation, the following legal acts may be the constituent documents of legal entities:

2. Charter and constituent agreement (incorporation agreement for LLC).

3. Foundation agreement.

4. Regulations on the institution (organization).

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 must define the subject and goals of the legal entity’s activities. 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.

Constituent documents must undergo the state registration procedure. State registration of constituent documents of legal entities and individuals operating as individual entrepreneurs is carried out in the bodies of state tax services (IFTS - inspectorates of the Federal Tax Service) in accordance with the norms of the Federal Law of 08.08.2001 No. 129-FZ “On State registration of legal entities and individual entrepreneurs.”

State registration of constituent documents by the registering authority (tax services) is carried out within a period of no more than five working days from the date of submission of documents. It is important to remember that the constituent documents of a legal entity must be submitted by its legal representative to the registration authority no later than ten days from the date of their approval. Violation of the deadlines for registration of constituent documents in the absence of signs of a tax offense entails an administrative fine in the amount of 5,000 rubles. (Article 116 of the Tax Code of the Russian Federation, Part I; Article 14.25 of the Code of Administrative Offenses of the Russian Federation). If a taxpayer violates the deadline for filing an application for registration with the tax authority for a period of more than 90 days, legal entities are subject to administrative liability in the amount of 10,000 rubles.

During state registration of a created legal entity, the following documents are submitted to the registration authority:

Application for state registration, signed by the applicant, in the form approved by the federal executive body authorized by the Government of the Russian Federation;

The decision to create a legal entity in the form of a protocol, agreement or other document in accordance with the legislation of the Russian Federation;

Constituent documents of a legal entity (originals or notarized copies);

An extract from the register of foreign legal entities of the relevant country of origin or other proof of equal legal force of the legal status of the foreign legal entity (founder);

Document confirming payment of the state duty (receipt).

The amounts of state fees paid for state registration of legal entities and individuals (IP) are regulated by law. The types and amounts of state duties levied upon state registration from legal entities and individuals (IP) are presented in Table 3.

Table 3 - Types of state registration fees

It should be noted that from January 29, 2010, the amounts of state duties paid by legal entities and individuals were increased in accordance with the provisions of Federal Law No. 374-FZ of December 27, 2009 “On Amendments to Article 45 of Part One of the Tax Code of the Russian Federation and certain legislative acts of the Russian Federation, as well as the recognition of the Federal Law “On fees for issuing licenses for activities related to the production and circulation of ethyl alcohol, alcoholic and alcohol-containing products” as no longer in force.

The amount of state duty paid by legal entities for notarization of copies of constituent documents cannot exceed 500 rubles. (Article 333.24 of the Tax Code of the Russian Federation).

In the course of its activities, changes may be made to the constituent documents of a legal entity. Changes to 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. Thus, changes made to the constituent documents must be registered with the tax authorities within the same time frames as provided for registration of constituent documents (within ten days from the moment of their approval).

For state registration of changes made to the constituent documents of a legal entity, as well as for state registration of liquidation of a legal entity, with the exception of cases when the liquidation of a legal entity is carried out in accordance with the bankruptcy procedure, a state fee in the amount of twenty percent the amount of the state duty established for state registration (for example, for a commercial organization - 800 rubles)

In the process of state registration of constituent documents, all information about a legal entity is entered into the Unified State Register of Legal Entities (USRLE), the information of which does not represent any commercial or other secret, which makes it open to the public (with the exception of information about passport and other personal data individuals who can be provided exclusively to government bodies, bodies of state extra-budgetary funds in the manner and in cases established by the Government of the Russian Federation). This restriction does not apply when providing copies of constituent documents of legal entities containing the specified information, as well as information about the place of residence of individual entrepreneurs.

State registers (Unified State Register of Legal Entities (USRLE), Unified State Register of Individual Entrepreneurs (USRIP)) are federal information resources. The maintenance of state registers on electronic media is carried out in accordance with unified organizational, methodological, software and technical principles that ensure compatibility and interaction of state registers with other federal information systems and networks.

Entering information about the legal entity being created into the Unified State Register of Legal Entities during the registration process is accompanied by the assignment of a unique number to it - main state registration number (OGRN) ) , which is assigned once and never changes until the liquidation or reorganization of the legal entity. Records of subsequent changes in constituent documents are made in state registers on the basis of documents submitted during state registration of these changes.

Each entry is assigned its own state registration number (SRN), and for each entry the date of its entry into the corresponding state register is indicated. The assignment of the OGRN is recorded in a special stamp placed on the back of the constituent document and contains 13 digits of this number. In addition, the stamp indicates the number of the tax office where the registration was made, the date, as well as the last name, first name, and patronymic of the state tax inspector who carried out the registration.

Together with a copy of the constituent document stamped in this way, two special certificates are issued on the prescribed forms:

1. Certificate of making an entry in the Unified State Register of Legal Entities about a legal entity face, which reflects the full name of the enterprise (organization), including the legal form, location, registration date, tax office number and, necessarily, the OGRN in a special tabular form.

2. Certificate of registration of a legal entity with the tax authority by location on the territory of the Russian Federation, which, in addition to the OGRN, indicates the individual taxpayer number assigned to the legal entity and the reason for registration code (TIN/KPP). The TIN is assigned simultaneously with the registration of a legal entity (this is why the registration functions of the previously existing registration chambers and tax authorities were merged). Both certificates have the signatures of the heads of the tax authority and the seal.

Refusal of state registration (by tax services) is permitted in the following cases:

1) failure to submit the necessary documents specified by the Law on State Registration;

2) submission of documents to an improper registration authority;

3) the inadmissibility of registration of changes made to the constituent documents of a liquidated legal entity, as well as state registration of legal entities whose founder is the specified legal entity, or state registration of legal entities that arise as a result of its reorganization.

The decision to refuse state registration must contain the grounds for the refusal with a mandatory reference to violations. The decision to refuse state registration can be appealed in court.

For an unjustified (not corresponding to the grounds provided for by law) refusal of state registration, failure to carry out state registration within the established time frame, or other violation of the state registration procedure, as well as for an illegal refusal to provide or for untimely provision of information and documents contained in state registers, officials registration authorities bear responsibility established by the legislation of the Russian Federation. In addition, in the event of these violations, the registering authority compensates for damage caused by refusal of state registration, evasion of state registration or violation of the state registration procedure due to its fault.

It should be noted that in accordance with changes in current legislation (the new edition of Federal Law No. 114-FZ of February 8, 1998 “On Limited Liability Companies” came into force on July 1, 2009), a procedure was carried out for state re-registration of constituent documents of limited liability companies liability (LLC). The main purpose of re-registration is to bring the contents of the LLC’s constituent documents in accordance with the requirements of current legislation and register them in the Unified State Register of Legal Entities.

The re-registration of the LLC's constituent documents was carried out during 2009. It is assumed that as of January 1, 2010, the constituent documents of the LLC should be brought into compliance with the norms of current legislation. At the same time, clear legislative deadlines for re-registration of the constituent documents of an LLC have not been defined. It is allowed that companies can undergo re-registration with the tax services during the period when the need arises to make changes to the content of the constituent documents.

One of the most important changes associated with the re-registration of the constituent documents of an LLC is the loss of the status of a constituent document by the constituent agreement (from July 1, 2009). At the present stage, the only constituent document of an LLC is now only the charter. In addition, changes were made to the content of the LLC's constituent documents: the order of content of certain sections of the charter was changed; the procedure for documenting and informing tax officials on transactions related to the alienation of a share or part of a share in the authorized capital of companies; a clear minimum amount of authorized capital has been determined for LLCs, etc.

We remind you that in accordance with Art. 52 of the Civil Code of the Russian Federation, the constituent documents of a legal entity can be:

2) charter and constituent agreement (incorporation agreement for an LLC);

3) constituent agreement;

4) regulations on the institution (organization).

Let us consider each type of constituent documents separately.

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 size 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).

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.

The constituent documents of an enterprise are a set of documents in the form established by law, according to which the enterprise arises and acts as a subject of law. From the point of view of legal nature, constituent documents are local regulations, i.e. acts that acquire legal force due to their approval by one or more founders of the enterprise.

Constituent documents must contain obligations and information about the enterprise, without which they are considered to be such that they do not meet the requirements of the law. This is the data:

Name (plant, factory, workshop, etc.) and type of enterprise;

Indication of the owner (composition of founders, participants) and location of the enterprise;

The subject and entire activities of the enterprise;

Legal status of the enterprise. These are articles about the legal entity of an enterprise, about its property, about an independent balance sheet, current, currency and other bank accounts, about a brand name and sign for goods and services, about a seal with the name of the enterprise. If an enterprise has the right to issue securities, then this right also relates to the legal status of the enterprise;

On the composition of the enterprise's property: list of funds (fixed, current, other property, authorized capital, reserve fund, insurance fund, other funds);

The procedure for the formation of property; the procedure for distributing profits and covering expenses; - procedure for issuing shares (relative to a joint stock company). If the enterprise is not the owner of the property, an article is included stating that the property is assigned to it with the right of full economic management, operational management or lease;

On the list of management bodies of the enterprise, the procedure for their formation, competence;

About control bodies - supervisory board, audit commission (auditor);

On the procedure for terminating the activities of an enterprise: grounds;

The body that makes the decision to terminate; the procedure for the creation and work of the liquidation commission; terms of settlements with the budget and creditors; distribution of property that remains.

In the constituent documents of business companies, separate articles determine the procedure for making changes to the charter (by a higher body, by decision of 3/4 of the votes of shareholders who take part in the meeting, or unanimously).

This provision is related to the peculiarities of the enterprise’s activities:

on labor relations based on membership (collective enterprises, cooperatives), on the enterprise council (the procedure for its creation, composition, competence), on other bodies that exercise the powers of the work collective (work collective council, trade union committee).

To register a legal entity, the founders submit either the originals of the constituent documents or their notarized copies. A legal entity acts on the basis of a charter, or a constituent agreement and charter, or only a 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 this Code by one founder acts on the basis of a charter approved by this founder.

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.

It is also possible to include in the constituent documents the subject and purpose of the activities of a legal entity in cases where this is not mandatory by law. In this case, the founders voluntarily change the general legal capacity of the legal entity to special legal capacity.

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.

The constituent documents establish the legal status of a legal entity, defining the rights and obligations of its founders (participants) to the legal entity itself (internal relations), as well as expressing its legal capacity in relation to third parties (external relations).

The list of mandatory requirements included in the constituent documents of legal entities is supplemented by provisions provided for by laws for legal entities of the corresponding type. So, according to paragraph 3 of Art. 98 of the Civil Code, the charter of a joint-stock company, among such provisions, must include conditions on the categories of shares issued by the company, their nominal value and quantity; on the size of the authorized capital of the company; on the rights of shareholders; on the composition and competence of the company’s management bodies and the procedure for their decision-making, including on issues on which decisions are made unanimously or by a qualified majority of votes, and other conditions provided for by the Law on Joint-Stock Companies.

In addition to the above two types of provisions reflected in the constituent documents of legal entities by force of law, founders (participants) have the right to include relevant provisions in the constituent documents of legal entities at their own discretion, provided they do not contradict the law.

As the constituent documents of a legal entity, paragraph 1 of the commented article provides for a charter, or a constituent agreement and charter, or only a constituent agreement. Non-profit organizations in cases specified in the law (for example, primary trade union organizations - see Articles 3, 8 of the Law on Trade Unions) can act on the basis of general provisions on organizations of the corresponding type. It is also possible to create and operate a legal entity on the basis of an individual constituent document approved by an authorized body of state or municipal government. Finally, in accordance with Art. 7.1 of the Law on Non-Profit Organizations, when creating a state corporation established by virtue of federal law, the constituent documents provided for in the commented article are not required at all.

On the basis of the charter, joint-stock companies (Article 98 of the Civil Code), limited and additional liability companies created by one person (Articles 89, 95 of the Civil Code), state and municipal unitary enterprises (Article 113 of the Civil Code), production and consumer cooperatives (Article 108, 116 of the Civil Code), funds (Article 118 of the Civil Code), as well as public organizations (associations), non-profit partnerships and autonomous non-profit organizations, institutions (Article 14 of the Law on Non-Profit Organizations).

Associations of legal entities (associations and unions) operate on the basis of the constituent agreement and charter (Article 122 of the Civil Code). In the event of a discrepancy between the provisions of the constituent agreement and the provisions of the charter, the provisions of the company's charter shall prevail for third parties and participants of the company.

On the basis of the constituent agreement, general partnerships (Article 70 of the Civil Code) and limited partnerships (Article 83 of the Civil Code) operate.

When drawing up a constituent document and its state registration, it is important to comply with the basic requirements of the current Russian legislation for the constituent documents of a legal entity. This is, first of all, the correct content of the charter or memorandum of association. This article discusses only those requirements for the content of constituent documents that are important for the tax authority and which are necessarily checked by it, therefore more detailed information about the content of the charter or constituent agreement is not provided here.

Anticipating the frequently asked question about the advisability of taking these requirements into account in view of the fact that no one reads the charters at tax inspectorates anyway, let us explain: the state tax inspector is personally responsible for the registration actions he performs, so he not only reads the constituent document, but often also reads it in detail studies and verifies the information contained therein.

The title page of the constituent document must contain its name, for example, in capital letters the word “CHARTER” and the full name of the legal entity. Also in the upper right corner it is indicated by whom and when this charter was approved or the constituent agreement was concluded, for example, “Approved by decision of the owner No. 1 dated...”. At the bottom of the page the city and year of registration of this document are indicated.

Constituent documents must have their own internal structure, which may vary depending on the profile and organizational structure of a particular enterprise, but the general requirements are as follows. The first section is necessarily “General Provisions”, which indicates the full name of the legal entity and its legal form, short name and English transliteration of the name.

In the section on the owners (founders, participants) of a legal entity, their names with their organizational and legal form, OGRN and exact legal addresses of the legal entities - founders must be indicated. It should be borne in mind that, by virtue of Art. 88 of the Civil Code of the Russian Federation, the number of participants in a limited liability company should not exceed the limit established in clause 3 of Art. 7 of the Federal Law of February 8, 1998 N 14-FZ “On Limited Liability Companies”, i.e. should not be more than fifty. If the number of participants in the company exceeds the limit established by this paragraph, the company must be transformed within a year into an open joint-stock company or into a production cooperative, unless the number of its participants decreases to the limit established by the Law.

The section “Main objectives and types of activities” describes the goals and objectives for which the legal entity was created and the types of activities that it will carry out. Types of activities are indicated in accordance with the All-Russian Classifier of Types of Economic Activities (OKVED) Resolution of the State Standard of November 6, 2001 N 454-st "On the adoption and implementation of OKVED", which came into force on January 1, 2003 to replace the canceled All-Union Classifier branches of the national economy (OKONKH).

The section on the management bodies of a legal entity must indicate the executive body of the company and the name of the position of the person performing organizational, administrative and managerial functions and having the right to act on behalf of the legal entity without a power of attorney, the procedure for his election or appointment and the scope of his powers. If the presence of such advisory bodies as a board of trustees or others is provided for, then all its powers and other details are also described.

In the “Structure” section of a legal entity, it is important to fully indicate all existing branches, representative offices or subsidiaries, indicating their exact addresses, names, as well as their management bodies and powers.

In the “Property” section of a legal entity, it is necessary to indicate the form of ownership, the procedure for ownership and use, as well as the procedure for the distribution of income.

The constituent agreement of a legal entity is concluded, and the charter is approved by its founders (participants). On the last page of the constituent document the signature of the first persons of the founders and the seal are placed.

The constituent document, prepared taking into account the stated requirements and signed by the founders, must be bound and all its pages numbered. On the back of the last page, on a sticker placed over the fastening threads, the following entry should be made: “Stitched, laced and sealed with the seal of ... sheets.” Moreover, the number of sheets is indicated both in numbers and in words. The signatures of authorized persons and signatories of the constituent document and the seals of legal entities - founders are also placed here.

LLC Charter

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

Founding agreement of LLC

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

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

LLC documents

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

TIN and OGRN certificate

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

Certificate of entry into the Unified State Register of Legal Entities

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

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

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