The title page of the statute in the new edition: sample and basic rules for design. Compilation and registration of the organization's charter

Authorized capital

Must be in the amount of at least 10,000 rubles. Also in the Charter should be prescribed the procedure for payment by participants.

Increase the authorized capital

It can be further regulated in the Charter, for example, in case the society will enter another number of participants. It is also necessary to specify, due to which the authorized capital can be increased - property, financial resources, bonds and other things.

Reducing the authorized capital

It should be thought out and write provisions according to which a decrease in the authorized capital may occur. For example, in case of the exit of one or more participants from the company. It is necessary to paint in detail, as it will be in this case, the payment of shares is made, and in what order.

Property of the Company and the distribution of profits

It is necessary to carefully approach the distribution of profits - to establish, in what order it will happen in which time.

Participants, their rights and obligations, output and exception

It is necessary to specify the number of participants in the Company, to carefully paint their rights - participation in the management of cases, in the distribution of profits, in the transactions on the alienation of property, in the liquidation of society, and so on. Responsibilities usually consist of payment of contributions, in non-disclosure of confidential information, in compliance with the basic provisions of the Charter and subordinate to the Solutions of General Meetings of Ltd.

It should also be provided for the procedure for the exclusion of participants. This question is regulated by Article 12 of the Federal Law on LLC, which establishes that, with a statement to exclude a participant from the Company to the Arbitration Court, participants may apply to whose shares in the aggregate are at least 10% of the authorized capital of the Company.

According to the law, there are only two foundations of the participant's exception:

a rude violation by the participant of his duties arising in connection with the participation in the Company provided for by the Company's Charter or the legislator;
the commission of actions (inaction), the impossibility of the normal economic activity of the Company or it impedely impede it.

Transition of the share of the participant in the authorized capital

At this point, it will be necessary to describe in which cases and who can get the share of the Company's member. For example, through buy-selling, by inheritance, as a result of sales to third parties or by the contract of donation. You should also describe the order of one or another procedure, deadlines and consequences.

Pledge of shares in the authorized capital

It is necessary to carefully take care of situations when one of the participants will launch its share in society to third parties. Usually, these cases apply the following prescriptions.

If any participant laid its share in the authorized capital to third-party lenders, the Company has the right to pay creditors to the actual value of the share or part of the share of the Company's participant. By decision of the General Assembly of the Company's participants, adopted by all participants in the Company unanimously, the actual value of the share or part of the share of the participant of the Company, the property of which is drawn, may be paid to the remaining participants in the Company in proportion to their shares in the authorized capital of the Company, unless otherwise determining the amount of payment is not Provided by the Company's charter or decision of the general meeting of the Company's participants.

Acquisition of a sneaker share or its part in LLC

It should be provided for such a case in the charter and to paint, in what cases a foreign society can acquire a share in this society and under what conditions it can occur.

Appeal to recovery the share or its part of the Company's member

In the case of the debt of the Company's participant, creditors, the address of LLC can receive an appeal to recover the share of a particular participant. Such an appeal can be done only on the basis of a decision taken by the court. In this case, the Company can independently pay the value of the share of creditors either, if within three months from the date of the claim with creditors, society or its participants will not pay the actual value of the entire share or the entire part of the share of the Company's participant, to which the recovery is drawn to the recovery on The share or part of the share of the participant in the Company is carried out by selling it from public bidding.

Management bodies society

The highest governing body of the Company should be the general meeting of all participants. The sole executive body is usually the CEO. The Director-General may become any of the participants in the Company, as well as any of the unauthorized persons.

Large deals and interest of participants

The majority is considered to be a transaction, which is associated with the alienation, acquisition or possibilities of alienation by the participants of the property of authorized capital, the total value of which is twenty-five and more percent of the value of the property of the Company defined on the basis of accounting reports for the last reporting period preceding the decision to make such transactions. .

The decision on the approval of a major transaction by society is made at the general meeting of participants.

Large are not considered, for example, the following transactions:

committed in the process of ordinary economic activities of the Company;
in society from one member;
on the transition of the share or its part from the participant to society;
performed in the processes of the reorganization of society.

The Company's charter may be provided that it does not require the decision of the General Meeting of the Company's participants and the Board of Directors (Supervisory Board) of the Company to commit major transactions.

Procedure for storing documents and providing information

Usually, documents are stored at the address and place of residence of the sole executive body (gene. Director).

According to a written statement on the Company's address from the participant, an audit company or other interested parties, LLC is obliged to provide its charter and additional documents in which any recent changes may contain.

Ltd. is not obliged to disclose information about yourself about activities. However, if it publicly places emission papers (for example, bonds) - obligations in the annual publication of financial reports and accounting balances arise, and information about the kind and direction of activity of Ltd., in addition, the law provides for some other grounds when society should Place information about yourself in open sources.

Reorganization and liquidation

The decision on the reorganization of society can be accepted only at the General Meeting. In the case of accession to other legal entities or creating new ones, reorganization comes at the time of state registration.

The elimination is called full cessation of the Company's activities without the transition of rights and obligations in order of succession to other persons. The property remained after the completion of calculations with creditors of the Company is distributed among the participants of the Company in an oddness. The decision on liquidation can be adopted by the participants unanimously (voluntary liquidation) or by the court (forced).

The reorganization of society can be carried out in the form of merging, attachment, separation, allocations and transformation. The reorganization includes appropriate changes to the existing charter.

Reorganization of the Company is allowed with the simultaneous combination of its various forms. LLC has the right to transform to joint stock company, economic partnership or production cooperative.

Final provisions

Here it is necessary to mention that the Charter will act from the moment of state registration / introduction of changes in limited liability companies.

The fundamental document reflecting the structure of the procedure and internal unity of the organization is the charter. It is this document that reflects the procedure for the action of the company, the distribution of shares and capital. The statute of the enterprise LLC is agreed at the beginning of the entire existence of the organization, and except for the registration itself, it is officially, the law makes certain requirements for its design. It is important to understand that the incorrectly decorated charter deteriorates to be recognized by its invalid, so its preparation requires high-quality legal support.

The role of the charter for the organization

The Charter is the constituent document of the Limited Liability Company of the Civil Code of the Civil Code of the Civil Code, Art. 89, p. 3. To understand how important the Charter is important for the institution, it can be compared with the Constitution of the country. It reflects the main aspects of the activity, the procedure for the distribution of profits between the founders and even the scheme of the property section in the liquidation of activities.

Company name (full and in abbreviated form).
Address.
The magnitude of the authorized capital.
The main goals and objectives of the activity.
The list of management structure of the organization, as well as the powers and boundaries of the competence of each body;
The algorithm of the actions of the management authorities in decision-making.
Rights and obligations of participants LLC.
Rules, algorithm and consequences of coming out of society (if there are several participants).
The possibility and order of transition of the share in the total capital from one founder to another.
Terms and Terms of Storage of Documentation.
Terms of information about society to third parties and / or participants.
Term of the statute of the LLC.

In addition to the above information, additional items that do not contradict the law can be made to the charter. For example:

staff schedule;
the procedure for admission to the work of new employees;
rules for signing a collective agreement;
investment order;
official duties and responsibility of individuals.

Rules of registration of the Charter of the Organization

Creation of the LLC company can be carried out independently, using the developments of other companies and samples presented with the Internet or use the services of professional. The main thing to comply with the requirements for the registration of the charter of the LLC operating in 2018:

The document must be flashed, so the title page and the turnover is appropriate to perform on thick paper, cardboard. The closed setup of the LLC must be a dense book (you can put a document into a special folder).
Pages, besides the title leaf, are numbered, starting with the numbers "2".
On the back of the charter, the ends of the firmware thread are glued with a filling sheet. It involves the number of numbered and past pages, as well as the applicant's signature with decoding and printing LLC (if available).
It is better to issue 2 copies at once (1 will be required for presentation in government agencies), as well as take care of enough copies in advance. To do this, the FTS makes a request and the state duty is paid. The duplicates of the statute are made in the same way as the original, but the sealing sheet is left clean.

Important! The requirements relating to the size of fields and pin is not legally established. The main thing is that the charter is accustomed carefully, without blots and inaccuracies. Errors In the LLC Charter can cause a tax inspection document for refusing.

The procedure for assuming the charter of LLC

The form and content of the charter LLC in 2018 is certified by one of the ways:

If the founder is one. A decision on the creation of an enterprise is drawn up. This document is assigned by the signature of the head.
If there are several founders. A collection of owners is convened, on which the collegial decision is made by the charter. Passport details of the participants and their consent are recorded in the minutes of the Assembly. This document is confirmed by the assurance of the Charter.

To register the Charter, you will need to provide 2 copies of the document into the tax inspection. One of them will be the originals, and the second - copy. Duplicate must be assured accordingly. There are two options:

Notarial. After payment services, both instances of the statute are provided by a notary for checking and reconciliation. Then the notary assures a copy.
Independent. The owner of the society is enough to put on every page a person's own inscription "Copy of Verne", as well as printing and signature with decoding.

Both options are legitimate and the choice of the appropriate depends only on the owner of the Company.

Registration of the company's charter

The primary registration of the LLC statute is held simultaneously with the registration of Jurlitsa. The representative of the Company needs to contact the FNS department and submit the following documents:

Filled and certified notarial application form in the form of P11001.
Minutes of the meeting of the founders or the sole decision of the head (if the founder is one) on the establishment of a limited liability company and the statement of the charter of LLC.
Fully prepared charter (filled, stitched, numbered), as well as a copy.
Paid receipt of state duty.
Power of Attorney for Representative Office LLC, if the charter does not register the Company's owner.

The maximum period of consideration of the application is 5 days. After the allotted time, the charter will be registered, and the data on the legal entity was recorded in Yergul.

Creation and registration of the Company's Charter is an important process without which the official formation of a legal entity is impossible. A competent approach and accurate compliance with all rules and rules will allow you to register a document in the FTS from the first attempt.

The Charter is a document that regulates all major aspects of the company's activities. It is necessary for registration of LLC or joint-stock company, and in the future it serves to regulate the relationship between the founders.

Whether it is the charter of the management company, a bank, a small trade organization or any other firm, it must be carefully thought out. The article presents the basic rules for compiling and samples of statutes for various types of organizations.

Basic principles for the development of the charter

Today, the Charter is not included in the package of constituent documents, but plays a big role in the registration procedure and further activities. When developing a charter, it is necessary to take care of two things: the inclusion of all key issues and compliance with the legislative standards governing this type of documents.

To obtain the best result, some recommendations should be followed:

The development should take part lawyer who has extensive experiences and impeccable knowledge of legislation. This will get a qualitative result as soon as possible. The cost of paying such a specialist will be fully accumulated: the enterprise will receive an current document without any effort.
If the attraction of a lawyer is inappropriate and the Charter is developed independently, you should take advantage of the finished samples or these charters of similar companies that have successfully registered. This will help to avoid many mistakes. At the same time, it is necessary to use only fresh materials designed to meet the latest legislative amendments. No matter how high-quality is a sample, it must be remade, taking into account the individual characteristics of his company.

What needs to be included in the charter of the LLC?

If the Charter is developed for a limited liability company, it needs to be made:

the full and brief name of the Company in Russian, if necessary, also in the regional language of Russia or a foreign state;
address of the location of the company;
activities in which society will deal with (it is useful to add a cope here that the company's activity is not limited to);
levels of competence of various governing bodies, including a list of powers, enshrined exclusively at the meeting of participants (if participants two or more);
the amount of authorized capital without specifying the shares and methods of their introduction;
the list of rights and responsibilities of the participants;
regulations of the exit of the participant from LLC and the transfer of shares to other participants;
rules for compiling, storing and processing important documents.

Information about participants and their shares today is not specified. Due to this, in the event of a change of participants, they will not have to make appropriate changes to the charter. Here you can download a sample statute for Ltd., relevant for 2015.

What is the difference between the charter for the joint-stock company?

Public AO is the most difficult organization, and its charter has some features:

capital consists of shares, and therefore their face value is prescribed in the charter, as well as the procedure for issuing, sales, redemption, etc.;
due to the fact that shareholders can freely sell their papers, the charter of AO cannot be limited to the number of participants who can join the future management;
the Charter of JSC does not provide for the possibility of removing any of the participants by the court decision;
the joint-stock company does not provide for the possibility of making participants with additional contributions not included in the authorized capital and not affecting the share of participants;
the procedure for making key decisions does not require as tough regulation, because The participants in the joint-stock company vote shares: who has more papers, more than more votes (in Limited Liability companies, it is necessary to unanimously, and therefore, the decision that is beneficial only to some participants is impossible);
a new type of capital appears - the emission, which arises due to the difference between the nominal value of the shares and the actual price of their sale.

As for the JSC is simply, in most characteristics it coincides with PJSC. The fundamental differences that are reflected in the Charter are as follows:

smaller statutory fund;
lack of need to publish reports every year;
restriction of the number of participants.

Regulations of the Charter

The charter should be not only thoughtful in content, but also properly decorated:

pages starting with the second, have a numbering (2, 3, 4, etc.);
the finished document must be stitched;
on the turnover of the last sheet, a seal is located indicating the number of pages, with the surname and signature of the applicant, and if there are amendments - with branded printing;
it is recommended to arrange two original and several copies of the charter;
a copy of the charter must contain all pages and take up the same way as the original (surname and signature on the seal are not set).

Charter of the company - This is an approved legal document approved in the prescribed manner, including the Code of Regulations and Rules relating to the legal status, organizational form, structure and organization of the organization, activities, the procedure for relations with legal entities and individuals and government agencies, as well as determining rights and obligations as 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, the organizational structure of both the organization itself (the presence or absence of separate divisions) and its management bodies are negotiated, the form of ownership, the procedure for carrying out production and economic activities, as well as rules for reorganization and liquidation .

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

The Charter is approved by its founders (participants).

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

Charter as a constituent document of a legal entity

The Charter is a constituent document that is mandatory for legal entities.

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

Joint Stock Company (AO);

Limited Liability Company (LLC).

The document is drawn up before registering the company. It is on the basis of this document that data are made on the founders, as well as about the company itself in the Unified State Register.

Significant terms of charter

The charter of the joint stock company should reflect:

full and abbreviated company names of society;

location of society;

society;

quantity, nominal value, category (ordinary, privileged) shares and types of preferred shares posted by society;

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 Company's management bodies and the procedure for making solutions; The procedure for the preparation and holding of the General Meeting of Shareholders, including a list of issues, the decision on which is adopted by the Company's Management Bodies by a qualified majority of votes or unanimously;

information about branches and representative offices of the Company.

The Charter of the Limited Liability Company must contain:

full and abbreviated company name;

information about the location of society;

information about the composition and competence of the Company's bodies, including issues that make up the exclusive competence of the General Meeting of the Company's participants, on the procedure for adopting the Society to the Society, including issues, solutions for which are accepted unanimously or qualified by a majority of votes;

information about the size of the Company's authorized capital;

information about the size and nominal value of the share of each participant in the Company;

the rights and obligations of the Company's participants;

information on the procedure and consequences of the public output of the Company from the Company;

information on the procedure for transition of the share (part of the share) in the authorized capital of the Company to another person;

information on the procedure for storing the Company's documents and on the procedure for providing information to the Company's participants to the Company and other persons.

The Charters of the joint-stock company and the limited liability company may contain other provisions that do not contradict federal legislation.

Registration of the statute

The charter needs to be issued taking into account the following rules:

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

the text of the charter consists of sections having headlines and numesed by Arabic numbers.

on the title page of the statute indicate: the type of document (charter), the legal entity of a legal entity, its individual name, the place of drawing up, the chart of the statutes of the charter or participants, which is assigned to the organization of the organization.

on the script of the charter, the registering organ at the top of the left is the mark of registration of the Charter;

the mark of registration of the statute is assigned to the seal of the registering authority;

the document must be flashed;

pages, starting with the one that goes after the title leaf, is numbered;

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

There are still questions on accounting and taxes? Ask them on the accounting forum.

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