Constituent documents of a legal entity. List of constituent documents of a legal entity. About the constituent documents of LLC: their list and samples

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

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

What is considered to be the necessary constituent documents?

What information must be present in the constituent documents?

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

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

3.1. Constituent documents: general information

All organizations operate on the basis of constituent documents.

Constituent documents– these are mandatory documents established by law, necessary during the creation (institution) and during the functioning of a legal entity. In other words, these are documents that serve as the basis for the activities of a legal entity.

The composition of the organization’s constituent documents is determined by the Civil Code of the Russian Federation, as well as the relevant federal laws (in particular, the Federal Law “On Joint Stock Companies”; the Federal Law “On Limited Liability Companies”) and other regulations corresponding to the organizational and legal form of ownership of the future enterprise.

Clause 1 of Article 52 “Constituent documents of a legal entity”, part one of the Civil Code of the Russian Federation states: “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... A legal entity created in accordance with the Civil Code by one founder acts on the basis of a charter approved by this founder.”

In this regard, three types of constituent documents can be distinguished:

memorandum of association;

charter;

general provisions on organizations of this type.

The term “organization” presupposes a certain organizational unity, the stability of the formation, which is ensured by the constituent documents of the legal entity. Organizations can be commercial or non-profit, which is important to consider when studying their legal status and when drawing up constituent documents.

In accordance with Art. 50 “Commercial and non-profit organizations” of part one of the Civil Code of the Russian Federation, legal entities can be organizations that pursue profit as the main goal of their activities (commercial organizations) or do not have profit as such a goal and do not distribute the profits between participants (non-profit organizations ). Non-profit organizations can carry out business activities only insofar as this serves the purposes for which they were created.

A legal entity has only those civil rights and bears only those obligations that are provided for in its constituent documents and correspond to the purpose of the legal entity. The charter of such a legal entity clearly indicates the types of activities that it has the right to engage in.

On the basis of the constituent agreement, general partnerships (Article 70, Part 1 of the Civil Code of the Russian Federation) and limited partnerships (Article 83, Part 1 of the Civil Code of the Russian Federation) operate. Based on the charter - joint-stock companies (Article 98 Part 1 of the Civil Code of the Russian Federation); limited liability companies (Article 87 Part 1 of the Civil Code of the Russian Federation) and additional liability (Article 95 Part 1 of the Civil Code of the Russian Federation) created by one person; production cooperatives (Article 107 Part 1 of the Civil Code of the Russian Federation), state and municipal unitary enterprises (Article 113 Part 1 of the Civil Code of the Russian Federation), as well as public organizations (associations, etc.). Limited companies and associations of legal entities (associations and unions) operated on the basis of the constituent agreement and charter (indirect confirmation of this, Article 121 Part 1 of the Civil Code of the Russian Federation).

A non-profit organization can operate on the basis of the general regulations on organizations of this type. As a rule, budgetary organizations, authorities and management bodies work on the basis of the regulations. Accordingly, commercial organizations cannot act on the basis of the general provisions on organizations of this type.

The status of articles of association as constituent documents is becoming increasingly precarious. The classification of constituent agreements as constituent documents is confirmed by Art. 70 and 83 of the same part of the Civil Code of the Russian Federation.

In Article 52 of the first part of the Civil Code of the Russian Federation, the constituent agreement is included in the constituent documents of legal entities, however, in Article 9 of the Federal Law “On Joint Stock Companies” dated December 26, 1995 No. 208-FZ we read: “The founders of the company enter into a written agreement among themselves on its creation, determining the procedure for their joint activities to establish a company, the size of the authorized capital of the company, categories and types of shares to be placed among the founders, the amount and procedure for their payment, the rights and obligations of the founders to create the company. The agreement on the creation of a company is not a constituent document of the company and is valid until the end of the term specified in the agreement for payment of shares to be placed among the founders.”

Article 11 of the Federal Law “On Limited Liability Companies” dated 02/08/1998 No. 14-FZ states: “The founders of the company enter into a written agreement on the establishment of the company, which determines the procedure for their joint activities to establish the company, the size of the authorized capital of the company, the size and the nominal value of the share of each of the founders of the company, as well as the size, procedure and terms of payment for such shares in the authorized capital of the company. The agreement on the establishment of a company is not the constituent document of the company.” The constituent agreements of limited liability companies have lost the force of constituent documents since July 1, 2009.

But the charters invariably retain the status of constituent documents. The rules on the charters of legal entities are regulated by Art. 52 of the Civil Code, as well as laws on various types of legal entities. Article 10 of the Federal Law “On Joint Stock Companies” states: “The charter of the company is the constituent document of the company.” We see the same in Article 12 of the Federal Law “On Limited Liability Companies”: “The charter of the company is the constituent document of the company.”

At the creation stage, for example, joint stock company play a major role memorandum and articles of association, fixing the subject, goals and nature of the company’s activities, its status, the procedure for formation and the size of the authorized capital, the size of the share of each of the founders (participants) of the company, the size and composition of contributions, the procedure and timing of their contribution to the authorized capital, the principles of relations between the company’s participants, the principles and management order. The constituent agreement also determines the composition of the founders (participants) of the company, their responsibility for violating the obligation to make contributions, the conditions and procedure for the distribution of profits between the founders (participants) of the company, the composition of the bodies and the procedure for the withdrawal of participants from the company. Regulations on economic activities regulates the functioning of the organization. It plays the role of an economic supplement to the package of constituent documents, which provides specific explanations and quantitative characteristics of individual provisions of the constituent agreement and charter, the most important aspects of activity.

Thus, the constituent agreement is a mandatory document that creates the conditions and legal prerequisites for the creation of a joint-stock company, the charter is the constituent document of the joint-stock company, and the regulations on economic activities are an appendix to the package of constituent documents of the joint-stock company.

In paragraph 2 of Art. 52 of the first part of the Civil Code of the Russian Federation defines general requirements for the content of constituent documents: “The constituent 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 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 accordance with paragraph 1 of the same article, “the constituent agreement of a legal entity is concluded, and the charter and regulations of the organization are approved by its founders (participants).”

Thus, the texts and some of the formalizing procedures of the constituent documents are standard and require modification taking into account the specifics of the legal entity.

The organization is considered created and acquires the rights of a legal entity from the moment of state registration, while the registration data is included in the Unified State Register of Legal Entities, and the company name can only be used by this legal entity.

When state registration of a legal entity, when changes are made to the constituent documents of a legal entity, as well as when submitting a notice of amendments to the constituent documents of a legal entity, the documents provided for by the Federal Law of August 8, 2001 No. 129-FZ “On State Registration of Legal Entities” ", are submitted to the registration authority at the location of the legal entity.

Each document (including an application) containing more than one sheet is submitted in a bound, numbered form. The number of sheets is confirmed by the signature of the applicant or notary on the back of the last sheet of the document at the place where it is bound. Documents are submitted to the registration authority in two copies.

The registering authority, having carried out the state registration of a legal entity, places a stamp on the back of the last sheet of one copy of the constituent documents at the place where it was stitched. The registration mark of the charter includes the name of the body carrying out state registration, the date of registration, and the state registration number. The registration mark is certified by the seal of the registering authority:

State registration data of a legal entity is reflected in registers maintained by registration authorities. For state registration, a state fee is paid in accordance with the legislation on taxes and fees.

In cases where, at the preparatory stage, the founders are only required to collect the required amount of funds constituting the authorized capital of the company, instead of the constituent agreement, the minutes of the constituent meeting are signed and submitted to the registration authorities.

State registration is the final stage of the creation of a legal entity, with which the law connects the emergence of legal capacity (Article 49 “Legal capacity of a legal entity” of the Civil Code of the Russian Federation).

Refusal of state registration of commercial and non-profit organizations is permitted in the event of failure to submit documents required by law for state registration or submission of documents to an improper registration authority (see Federal Law of August 8, 2001 No. 129-FZ “On State Registration of Legal Entities”).

For various organizational and legal forms of legal entities, the corresponding constituent documents of different types have the same legal status.

3.2. Drawing up and execution of the constituent agreement

The foundation agreement is a legal act indicating the will of individuals or legal entities to form an organizational and legal structure for the purpose of implementing a particular entrepreneurial idea.

The procedure for concluding, drawing up and formalizing, entering into force, and terminating the constituent agreement, as well as other constituent acts, are regulated by the legislation of the Russian Federation.

The constituent agreements are subject to the requirements common to constituent documents, reflected in Article 52 Part 1 of the Civil Code of the Russian Federation. Other articles of the Civil Code of the Russian Federation and other legislative acts add requirements taking into account the specifics of legal entities.

For OJSC and LLC, the requirements for the agreement on the creation of legal entities are determined, which precedes the preparation and execution of the charter.

Article 9 of the Federal Law “On Joint-Stock Companies” dated December 26, 1995 No. 208-FZ outlines the substantive requirements for the agreement on the establishment of a joint-stock company: “The founders of the company conclude among themselves a written agreement on its creation, which determines the procedure for their joint activities to establish the company, the size of the company’s authorized capital, categories and types of shares to be placed among the founders, the amount and procedure for their payment, the rights and obligations of the founders to create the company.” .

Article 11 of the Federal Law “On Limited Liability Companies” dated 02/08/1998 No. 14-FZ sets out the requirements for an agreement on the establishment of a limited liability company: “The founders of the company enter into a written agreement on the establishment of the company, which determines the procedure for their joint activities in establishment of the company, the size of the authorized capital of the company, the size and nominal value of the share of each of the founders of the company, as well as the size, procedure and terms of payment for such shares in the authorized capital of the company.”

On the basis of the memorandum of association as a constituent document, general partnerships and limited partnerships operate.

Article 70 “Foundation Agreement of a General Partnership”, Part 1. of the Civil Code of the Russian Federation says: “1. A general partnership is created and operates on the basis of a constituent agreement. The constituent agreement is signed by all its participants. 2. The founding agreement of a general partnership must contain, in addition to the information specified in paragraph 2 of Article 52 of this Code, conditions on the size and composition of the partnership’s share capital; on the size and procedure for changing the shares of each participant in the share capital; on the size, composition, timing and procedure for making contributions; on the responsibility of participants for violation of obligations to make contributions.”

In Art. 83 “The founding agreement of a limited partnership” states: “1. A limited partnership is created and operates on the basis of a memorandum of association. The memorandum of association is signed by all general partners. 2. The founding agreement of a limited partnership must contain, in addition to the information specified in paragraph 2 of Article 52 of this Code, conditions on the size and composition of the partnership’s share capital; on the size and procedure for changing the shares of each of the general partners in the share capital; on the size, composition, timing and procedure for making deposits, their responsibility for violation of obligations to make deposits; on the total amount of deposits made by investors.”

The foundation agreement is drawn up on sheets of A4 paper in the following form:

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

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

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

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

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

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

• charter;
• contract

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

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

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

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

What does the charter contain?

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

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

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

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

The first group contains the following data:

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

The second group includes the following information:

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

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

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

What does the contract include?

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

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

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

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

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

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

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

Video " Application for LLC registration in electronic form"

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

Composition of constituent documents of a limited liability company (list 2018)

The constituent document of a limited liability company is charter . This is directly stated in paragraph 1 of Art. 12 of the Law “On Limited Liability Companies” dated 02/08/1998 No. 14-FZ (hereinafter referred to as the Law).

Moreover, the charter is the only constituent document of the LLC.

Since July 1, 2009, the legislation refers exclusively to the charter as the constituent documents of an LLC. Before the specified dateLLC constituent documents the charter and the constituent agreement were recognized.

However, despite this, if there are several founders of an LLC, they must enter into an agreement on the establishment of the company (clause 5 of Article 11 of the Law). It must indicate:

• procedure for conducting joint activities;
• size of the authorized capital;
• the size of the share of each participant; the procedure and terms of their payment.

List of LLC participants - This not a constituent document

The list of company participants, which must be maintained by any LLC, is not included in the constituent documents (Article 31.1 of the Law). This list is of an organizational nature; inclusion in it does not in itself give rise to legal consequences. This is confirmed by the norm of Part 3 of Article 31.1 on the priority of information obtained from the Unified State Register of Legal Entities over the list of participants.

In July 2017, it will be possible, by decision of the general meeting of participants, to transfer the maintenance of the list to the Federal Notary Chamber.

The director of the company must ensure that this list is maintained. In turn, participants must promptly provide new information if their data has changed. You can read about maintaining the register in the article Procedure for filling out the list of LLC participants in 2017-2018 (sample).

What information does it contain? LLC constituent documents

The constituent document of an LLC (as we have already found out, this is the charter) is the most important document of the company in terms of content. It contains information without which it cannot conduct its activities.

The scope and content of the charter with various provisions depends on the specific conditions, and first of all, on the type of activity that the LLC is engaged in. However, the charter cannot include provisions that contradict the law.

The charter specifies:

• information about the company name of the LLC
• about his location,
• on the size of its authorized capital.

In addition, the charter of the LLC should indicate the composition and competence of all its bodies, determine the legal status of its participants (their rights and obligations, the procedure for leaving the LLC, if possible). In addition to this, it is necessary to stipulate how the company’s documents should be stored and how participants and other persons should be made aware of them.

All other information that the company may include in the charter at its discretion must comply with current legislation and, above all, the Law.

Restoration of constituent documents of LLC 2018

It happens that due to various circumstances and reasons LLC constituent documents lost.

If the charter is lost, the company needs to obtain a copy of it from the tax office at its location. You can also contact the multifunctional service center. You can obtain a copy of the charter upon request (clause 2 of article 6, clause 6 of article 5 of the Law “On State Registration...", clauses 9, 17, 22 of the Regulations, approved by Order of the Ministry of Finance of Russia dated January 15, 2015 No. 5n ).

For one copy of the charter you will have to pay 200 rubles, and if the company asks to provide it urgently, then 400 rubles (clause 1 of the Decree of the Government of the Russian Federation of May 19, 2014 No. 462).

The law obliges the company to preserve not only its charter, but also the changes made to it, which have passed state registration (clause 1 of article 50). For loss of the charter, the company faces a fine under Part 2 of Art. 13.25 Code of Administrative Offenses of the Russian Federation. This provision establishes liability for a company that has not fulfilled its obligation to store documents provided for by law, the storage of which is mandatory. For organizations, the fine varies from 200,000 to 300,000 rubles.

Thus, the charter is the only constituent document of the LLC, which must contain the established data. If the charter is lost, you can restore it by making a request to the tax office.

Today, every Russian entrepreneur can independently register his own company. Thanks to this, you can save on legal fees. As a rule, the time required to complete the necessary documentation is no more than a month, and the costs do not exceed 10,000 rubles. What are the constituent documents of an LLC and why are they needed? What are the features of their design?

Founding documents of LLC - what are they?

The definition of the concept is formulated in Article 52 of civil legislation. What is it? These are papers required in the process of state registration of enterprises, which are drawn up in accordance with certain requirements and in accordance with this legislation. Over the past decades, their list has changed several times. The constituent documents of an LLC are the legal basis for the functioning of companies. As a rule, this term refers to the charter of the organization, and less often to the constituent agreements.

List of constituent documents of LLC

Clause 1 of Article 12 of Federal Law No. 14 states that an organization can have one constituent document - a charter. This rule came into force in 2009, because previously this documentation included the constituent agreement. All activities of the company are carried out in accordance with the charter of the organization.

Articles of association

Without this document, the existence of a legal entity is impossible. Without it, an organization cannot undergo state registration. Constituent documents of a legal entity (LLC) must be available when opening it.

When forming the charter of an organization, it is necessary to follow certain rules. All these documents have a single structure. Basically, the founders draw up a new charter based on the already prepared one, which has passed state registration, to which they make some changes. It takes longer to create a new, unique charter. Moreover, newcomers to this business will have a very difficult time, since they must have experience in drawing up a charter.

When using a standard form, it is important to pay attention to the relevance of the template, that is, it must be compiled in accordance with the current legal requirements. Only a well-drafted charter will successfully pass the LLC registration stage.

The 2nd paragraph of Article 12 of Federal Law No. 14 states that the constituent documents of an LLC, namely the charter, must contain the following information:

• name of the organization (in two versions - abbreviated and full),
• company address,
• the scope of powers of the management bodies of the enterprise,
• the size of the authorized capital,
• information about the conditions and consequences of the founder’s exit from the LLC,
• obligations, rights of founders,
• conditions for the transfer of parts of the authorized capital to third parties,
• information on the conditions for storing documentation and its provision to founders and third parties,
• other information that does not contradict the Federal Law “On LLC”.

Any interested person can familiarize himself with the current version of the charter.

Conditions that the charter may contain

The package of constituent documents of an LLC includes the charter of the organization. However, in cases where it is necessary to reflect information on the size and nominal value of the shares of the organization’s participants, it is necessary to draw up a constituent agreement. This information may be contained in the articles of association, but all subsequent changes regarding the shares of participants will need to be registered.

The LLC charter may contain the following additional information:

• period of existence of the organization;
• information about branches, representative offices;
• additional responsibilities and rights of founders;
• conditions for limiting the shares of participants;
• conditions limiting the possibility of changing the ratio of shares;
• a list of property items that cannot be contributed as payment for a share in the authorized capital;
• restrictions on increasing the authorized capital from funds of third parties and organizations;
• other conditions that affect the structure of the organization, establish the rights and obligations of the founders and do not contradict the law.

What information cannot be reflected in the charter

According to the LLC Law, there is information that cannot be included in the charter. These include:

• conditions limiting the rights to participate in general meetings of founders, voting, and discussion of current issues;
• conditions for making changes to the charter;
• conditions for changing the authorized capital;
• information on the procedure for electing and terminating the powers of audit commissions;
• approval of the annual report or balance sheet;
• the procedure for distributing the profit of the enterprise among the founders;
• conditions for reorganization and liquidation of the organization;
• procedure for approving members of the liquidation commission and balance sheets.

So, the constituent documents of an LLC include the charters of organizations. This information is contained in civil legislation and Federal Law No. 14 “On Limited Liability Companies”. However, since 2009, a mandatory condition for registering an organization is the presence of a charter. Competency in registration and drafting of the charter guarantees successful completion of state registration. Therefore, before submitting documents, you should once again carefully check them for errors and inconsistencies. All subsequent changes to the charter must also be registered.