Statutory documents list. Drafting and execution of the main types of constituent documents

Legal entity - a package of such documents, which provides a legal basis for the implementation of the activities of this business entity. Depending on the organizational form chosen by the legal entity, the list of securities may vary.

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

Shareholder 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 the decision is made by the governing body by voting;

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

One copy of the charter is deposited with the registration authority.

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

The agreement on the establishment of the 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 responsibility for the untimely contribution of resources to the authorized capital.

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

Any changes to the charter are subject to mandatory registration with the appropriate state body. Only in this case they are legally binding for other persons.

A limited liability company is a legal entity that independently participates in civil relations. The LLC is established by the owners of the business, and their decision to establish the company is documented.

The constituent documents of a legal entity are needed not only at the stage of creating a company, but also in the process of its activity. They can be requested at any time not only by the tax office, but also by banks, counterparties, notaries, investors, creditors and other interested parties. With this in mind, it is important to know what belongs to the constituent documents, how to store and restore them, and who is responsible for their integrity.

The charter is the only constituent document of the company

Indeed, in Article 52 of the Civil Code of the Russian Federation and Article 12 of the Law "On LLC" in the list constituent documents legal entity of 2019 is only mentioned. The charter contains basic information on the procedure for interaction of participants with each other, the size of the authorized capital, transactions with shares, the competence of the company's bodies, etc.

However, in business practice, the list of constituent documents includes not only the charter. This list is much broader. On the basis of a single charter, it is impossible to obtain sufficient information about the activities of an LLC.

The statutory documents do not contain information about who runs the company and owns the business. There is no registration data in the charter - TIN, KPP, PSRN codes, types of activities, the number of the Federal Tax Service, where the organization is tax-registered, full legal address. And without this information, it is impossible to check the counterparty before the transaction, get a loan or attract investments.

From June 25, 2019, the Order of the Ministry of Economic Development and Trade comes into force, which approved 36 options for model charters for LLC. Starting from this date, already operating companies have the right to transfer to model charters. In this case, the constituent document will not have individual characteristics; it will be enough to know the number of the version of the standard charter that the organization has chosen.

Full list of constituent documents of LLC

So, although talking about the constituent documents of a legal entity in plural not entirely correct, but practice dictates otherwise, and their full list looks like this:

or the creation of a legal entity. This is the first document confirming the intention of the founders to register an LLC.
Charter. We have already discussed the significance of this document above. If a company operates on the basis of one of the options for a model charter, it can be found in the public domain.
Certificate of state registration limited liability companies (if the LLC was created before 2017) or the record sheet of the Unified State Register of Legal Entities.
Certificate of tax registration of the organization at the place of legal address.
Establishment agreement. A few years ago, the founding agreement also referred to the constituent documents. But although now this is no longer the case, the obligation to conclude an agreement is established by Article 89 of the Civil Code of the Russian Federation and Article 11 of the Law "On LLC". The document is drawn up only if the company is registered by several founders. The sole proprietor does not need a founding agreement.
List of participants. The list of participants contains up-to-date information on the composition of the company's owners. For each of them, the passport data (or the main registration data of the organization, if the participant is a legal entity), the size of the share in the authorized capital, the date of transfer of the share are indicated. And although this information is already available in other constituent documents, the law obliges to keep the list of participants.
Extract from the Unified State Register of Legal Entities, which contains detailed information about the company, including the data of the participants, the distribution of shares in the authorized capital between them, types economic activity, legal address etc. A full statement is ordered from the tax office for a fee, but it can be replaced more short version- information obtained from the free service of the Federal Tax Service.
A document confirming the appointment of the head (protocol or order). This is a very important document, without which it is impossible to conduct business transactions. If you do not make sure that the person acting on behalf of the LLC is its manager, the transactions made by him are considered null and void.
Help with statistics codes. The certificate can be requested from the territorial department of Rosstat (then it will have an official seal) or printed from the official website of the department.
Information about the presence of branches and separate subdivisions, if any.

Thus, the constituent documents are a kind of full passport of a limited liability company, and the attitude towards them should be appropriate.

Storage of constituent documents

The obligation to keep the documents of an LLC is established by law N 125-FZ of 22.10. 2004, and a specific list is given in the Order of the Ministry of Culture of the Russian Federation of August 25, 2010 N 558. And according to these regulations, the constituent documents of a legal entity must be kept permanently, even after its liquidation. Also, indefinitely, it is necessary to store accounting annual reports, personal files of the heads of the organization, issued licenses and certificates of conformity.

Of course, given the trend towards electronic document management, someday both this law and the order will become invalid. But so far, the head of the company is personally responsible for the safety of documents. When appointing a new director, the former must necessarily transfer to him the affairs, including the constituent documents.

If they are lost, then they must be restored. Registration documents issued by the Federal Tax Service Inspectorate can be obtained there. For the issuance of duplicates, a fee is charged from 200 to 800 rubles.

An extract from the Unified State Register of Legal Entities is not restored, but a new one is requested for a specific date. Internal documents of the organization, which do not have the seal of state bodies, are restored independently.

There are three types of constituent documents of legal entities:

Memorandum of association

General provisions on the organization

In the next step in this section, we will reveal each of the above types of constituent documents of legal entities.

For the first time, the term "constituent agreement" in the legislation is found in the Regulation on joint stock companies and limited liability companies. The official definition of the treaty was written in the Fundamentals of Civil Legislation of the USSR and the republics of May 31, 1991. (Clause 2 of Art. 13), and is currently contained in the Civil Code Russian Federation(clause 2 of article 52).

A memorandum of association is an agreement in which the founders create a legal entity and determine the conditions for joint activities for its creation, the procedure for transferring their own property to it and participation in the activities of this person. The agreement also defines the conditions and procedure for the distribution of profits and losses between the participants, withdrawal of founders and participants from its composition, management of the activities of a legal entity.

Referring to the norms of the Civil Code of the Russian Federation, the constituent agreement can be determined as follows: in accordance with the constituent agreement, its participants must undertake the obligation to create a legal entity and determine the procedure for joint activities to create it, not only the conditions for transferring their own property to it, participation in its activities and in the management of this activity, but the conditions and procedure for the distribution of profits and losses among themselves, the desire to leave the legal entity.

The charter ( General definition) is a set of rules governing the position of a particular organization and the procedure for activities in a particular area of relations or institution, enterprise. General statutes are approved mainly higher authorities state power, the charters of individual organizations - by their founders or by the relevant ministries and departments. The statutes have public organizations(various societies, unions for common interests, etc.). Also, charters are present in most international organizations as the main acts that determine the principles of formation, tasks and activities of this organization.

In the cases provided for by law, a legal entity that is not a commercial organization may act on the basis of the general regulation on organizations of this type.

Chapter 2. Memorandum of Association as a constituent document of legal entities.

§ 1. Procedure for the conclusion of the memorandum of association

The memorandum of association is the constituent document of a legal entity, and therefore is concluded in simple written form. The procedure for concluding a memorandum of association is subject to general rules on the conclusion of transactions and the conclusion of multilateral agreements. Art. 154 of the Civil Code of the Russian Federation:

"one. Transactions can be bilateral or multilateral (contracts) and unilateral. 2. A unilateral transaction is a transaction, for the conclusion of which, in accordance with the law, other legal acts or agreement of the parties, it is necessary and sufficient to express the will of one party. 3. To conclude an agreement, an expression of the agreed will of two parties (bilateral transaction) or three or more parties (multilateral transaction) is required. ”

It is obvious that the memorandum of association can only be concluded if there are at least two founders of the legal entity. Therefore, for an organization created by one founder, the only constituent document is the charter (paragraph 3, clause 1 of article 52 of the Civil Code of the Russian Federation).

In accordance with Art. 52 of the Civil Code of the Russian Federation, the procedure for concluding a constituent agreement is as follows:

“The memorandum of association of a legal entity is concluded by its founders (participants). The constituent documents of a legal entity must contain 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. V constituent documents of non-profit organizations and unitary enterprises, and in cases stipulated by law for other commercial organizations, the subject and objectives of the legal entity's activity must be determined. The subject matter and specific goals of a commercial organization's activities may be provided for by the constituent documents even in cases where this is not mandatory by law.

In the memorandum of association, the founders determine the conditions for the transfer of their property to the legal entity and participation in its activities. The agreement also stipulates the conditions and procedure for the distribution of profits and losses between the participants, management of the activities of a legal entity, withdrawal of the founders (participants) from its composition ”.

Typically, the memorandum of association consists of the following sections:

1. Introductory part.

2. The purpose of the conclusion of the contract.

3. The name and legal form of the organization.

4. Subject of activity.

5. Location of the organization.

6. Obligations of participants (founders) to create a legal entity.

7. The procedure for the formation of property.

8. Conditions on the responsibility of specific participants (founders) for the obligations of the created legal entity.

9. The procedure for distribution of profits and repayment of losses.

10. Procedure for managing the affairs of a legal entity.

11. Rights and obligations of participants (founders).

12. Responsibility for violation of the contract.

13. Conditions and procedure for the withdrawal of participants (founders) from the organization and the admission of new members.

14. Procedure for resolving disputes.

15. Procedure for changing and terminating an agreement, reorganization and liquidation of a legal entity.

Functions of constituent documents

One of the requirements imposed by law on the creation and operation of a commercial legal entity is that it has constituent documents. The constituent documents are a kind of visiting card of the enterprise. I.V., Zhabotinsky M.V., Agibalova V.O. Civil law. M., 2008 .-- p. 76 They contain full information about the enterprise: its name, location, founders, the 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 the external, representative function, they bring to the general knowledge 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. In the event of a change in the provisions contained in the constituent documents, the new rules come into force for third parties only after their state registration. At the same time, in a situation where third parties will 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 dispute 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 profits of a legal entity, its management, etc. So, for example, in the memorandum of association, 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 the decision of the founder of the enterprise (in the event that the founder is the only one), or by the decision of the general meeting of the founders in the form of a protocol (in the event that 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 makes very high demands on the text of the constituent documents. If the text of the constituent documents does not comply with legislative acts or does not fully reflect the norms set out in them, then this may be the basis for refusing to register an enterprise. The documents must also be drawn up in a certain way. Below are the general requirements for the registration of constituent documents provided to the IFTS.

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

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

3. Constituent documents must be numbered starting from the title page, sewn 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 with back side with the seal of one of the legal entities.

It should be noted that the issue of the legal address of an enterprise is one of the most important in the process of registering a legal entity. Now, instead of the concept of "legal address", the concept of "location" is used. The location of the enterprise must be the real address at which the office of the company is located, the governing body of this legal entity. 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, which has a local registration. This is allowed only for enterprises - small businesses.

A small business entity is 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 for the reporting period does not exceed the following limit levels:

1.in industry - 100 people;

2. in construction 100 people;

3. on transport - 100 people;

4.in agriculture- 60 people;

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

6.in wholesale trade- 50 people;

7.in retail and consumer services for the population - 30 people;

8. in other industries and in the implementation of 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

The constituent documents in accordance with the legislation and along with it determine the legal status (legal status) of this legal entity. A detailed list of constituent documents required for the establishment of a legal entity is provided for by Article 52 of the Civil Code of the Russian Federation.

1. A legal entity acts on the basis of the Articles of Association, or the Memorandum and Articles of Association, or only the Memorandum of Association. In the cases provided for by law, a legal entity that is not a commercial organization may act on the basis of the general regulation 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 founding documents of a legal entity must determine the name of the legal entity, its location, the procedure for managing the activities of the legal entity, and also contain other information provided for by law for legal entities of the corresponding type. The constituent documents of non-profit organizations and unitary enterprises, and in cases stipulated by law and other commercial organizations, must define the subject and purpose of the legal entity's activity.

The subject matter and specific goals of a commercial organization's activities may be provided for by the constituent documents even in cases where this is not mandatory by law. In the memorandum of association, 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 participating in its activities. The agreement also determines the conditions and procedure for the distribution of profits and losses between the participants, management of the activities of a legal entity, withdrawal of the founders (participants) from its composition.

3. Changes in the 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 acting in view of these changes.

Documents required for the initial registration of legal entities

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

First stage setting up a legal entity is the most time consuming. It includes the development of draft agreements of the founders and the Articles of Association of the company. 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 the determination of the size of the authorized capital of the company, the amount of which should ensure its normal functioning. Also, the founders will 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 prerequisite for limited liability companies).

Second phase creation of a legal entity - holding a constituent assembly. The constituent assembly is valid when all founders or their representatives are present (representatives act on the basis of a power of attorney). The decision to found a company is taken unanimously. The main issues to be resolved by the Meeting are the approval of the Charter of the company and the election of governing bodies. Other issues can also be resolved, for example, the authorized capital is being clarified, estimates of the 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 creation of a legal entity - opening a savings account (for limited liability companies), directly carrying out state registration with a tax authority, tax registration, registration of a seal (stamp) of an organization, assignment of statistical codes, as well as registration with the Social Insurance Fund, Pension fund, health insurance fund, opening a bank account, registering an issue valuable papers(for joint stock companies).

Enterprise charter- it is approved in the prescribed manner legal document, including a set of provisions and rules concerning the legal status, organizational form, structure and structure of the organization, types of activities, the procedure for relations with legal and individuals and state bodies, as well as defining the rights and obligations of both the participants in the organization and the legal entity itself.

The charter necessarily reflects the foundations of the institution of the organization, its goals and objectives, describes the organizational structure of both the organization itself (the presence or absence of separate divisions) and its governing bodies, stipulates the form of ownership, the procedure for carrying out production and economic activities, as well as the rules for reorganization and liquidation ...

The charter is the constituent document on the basis of which it acts.

The charter is approved by its founders (participants).

At the same time, for legal entities created by one founder, the Charter is the only constituent document.

Articles of Association as a constituent document of a legal entity

The charter is a constituent document that is binding on legal entities.

The charter acts as a constituent document in the following organizational and legal forms of a legal entity:

Joint Stock Company (JSC);

Limited Liability Company (LLC).

The document is drawn up even before the registration of the company. It is on the basis of this document that data about the founders, as well as about the company itself, are entered into the unified state register.

Essential conditions of the Articles of Association

In the charter joint stock company should be reflected:

full and abbreviated company names of the company;

location of the company;

type of society;

the number, 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);

the size of the authorized capital of the company;

the structure and competence of the management bodies of the company and the procedure for making decisions by them; the procedure for preparing and holding a general meeting of shareholders, including a list of issues, decisions on which are adopted by the company's management bodies by a qualified majority vote or unanimously;

information about the branches and representative offices of the company.

The charter of a limited liability company must contain:

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 are 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 taken unanimously or by a qualified majority vote;

information on the size of the authorized capital of the company;

information on the size and par value of the share of each participant in the company;

the rights and obligations of the members of the company;

information on the procedure and consequences of the withdrawal of a member of the company from the company;

information on the procedure for the transfer of a share (part of a share) in the authorized capital of the company to another person;

information on the procedure for keeping the company's documents and on the procedure for providing information by the company to members of the company and other persons.

The charters of a joint stock company and a limited liability company may contain other provisions that do not contradict federal legislation.

Registration of the Charter

The charter must be drawn up taking into account the following rules:

the charter is drawn up on standard A4 sheets of paper;

the text of the charter consists of sections with headings and numbered in Arabic numerals.

on the title page of the charter indicate: the type of document (CHARTER), the organizational and legal form of the legal entity, its individual name, place of compilation, the stamp of approval of the charter by the founders or participants, which is certified by the seal of the organization.

on the original of the charter, the registering authority at the top left puts a mark on the registration of the charter;

the registration mark of the charter is certified by the seal of the registering authority;

the document must be stitched;

pages starting with the one after title page are numbered;

on the back of the last page, you need to attach a sealing sheet indicating the following information: number of pages, applicant's signature with decoding, seal.

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