What is contained in the organization's charter. Charter of LLC with one or several founders

You have decided to open your own company, where to start? First of all, you need to decide on the organizational and legal form and the operating conditions of the future enterprise, which must be recorded in a document - the Charter.

We will tell you what the Charter of an LLC (limited liability company) is, what this document should contain, how to draw it up correctly, and how to make changes to the document. It is important to know the specifics of drawing up a Charter with several or one founder, as well as the timing of document registration and the amount of state duty; we will also pay attention to them in this article.

What is the Charter of an enterprise (LLC)?

The charter is a constituent document that is mandatory for legal entities. The document contains information about various legal facts related to the company: the composition of the founders, the location of the company, the size of the authorized capital, the procedure for distributing profits, etc. The document is drawn up even before the company is registered. It is on the basis of this document that data about the founders of the LLC, as well as about the company itself, is entered into the unified state register.

Sections of the charter

The standard Charter of an enterprise must contain information established by law. Its sections include:

Sections of the Charter are not fixed. You can add your own sections to the document and change their order. However, the standard LLC Charter must contain basic information about the enterprise.

If changes have been made to the content of the document, they must be registered.

Registration of the Charter

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

• the document must be bound;
• pages, starting from the one after the 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, signature of the applicant with transcript, seal of the LLC.

It is recommended to draw up two documents in order to make it more convenient to provide the Charter in government agencies. The charter can be copied. To do this, all pages except the sealing sheet are copied. Copies are issued to the tax authorities. To obtain a copy, you need to make a request in free form with the signature of the LLC manager, as well as a seal (if this is not the initial registration).

In the event that the Charter is drawn up for an enterprise with one founder, the following features must be taken into account:

• You can indicate the home address of the founder of the enterprise as the registration address;
• The powers of the LLC manager, as a rule, do not have deadlines.

Any changes to the Charter must be registered.

The Articles of Association with several founders indicate:

• financial relationships between the founders;
• conditions for the founder’s exit from the organization;
• procedure for alienation of shares of former founders;
• the rights of former LLC participants to their shares;
• conditions for exercising the right to buy out the founder's share on a pre-emptive basis;
• possibility of alienation of shares to third parties;
• procedure and terms of payment of shares to the founder who left the LLC.

Authorized capital

Must be in the amount of at least 10,000 rubles. Also, the charter must prescribe the procedure for payment of shares by participants.

Increase the authorized capital

It can be further regulated in the charter, for example, in case a certain number of participants join the company. It is also necessary to indicate how the authorized capital can be increased - property, financial assets, bonds, etc.

Reduction of authorized capital

It is necessary to think through and write down the provisions according to which the authorized capital may be reduced. For example, in case one or more participants leave the LLC. It is necessary to describe in detail how the payment of shares will be made in this case, and in what order.

Company property and profit distribution

You should carefully approach the distribution of profits - establish in what order this will happen and within what time frame.

Participants, their rights and obligations, withdrawal and expulsion

It is necessary to indicate the number of participants in the company, carefully describe their rights - participation in the management of affairs, in the distribution of profits, in operations for the alienation of property, in the liquidation of the company, etc. Responsibilities typically include paying dues, not disclosing confidential information, complying with the basic provisions of the articles of association, and obeying the decisions of general meetings of the LLC.

There should also be a procedure for excluding participants. This issue is regulated by Article 12 of the Federal Law on LLCs, which establishes that participants whose shares in the aggregate constitute at least 10% of the authorized capital of the company can apply to the arbitration court to exclude a participant from the company.

According to the law, there are only two grounds for expulsion of a participant:

• gross violation by a participant of his duties arising in connection with participation in the company, provided for by the charter of the company or the legislator;
• committing actions (inaction) that make normal economic activity of the company impossible or significantly complicate it.

Transfer of a participant's share in the authorized capital

In this paragraph, it is necessary to describe in what cases and to whom the share of a company participant can be received. For example, through purchase and sale, by inheritance, as a result of sale to third parties or through a gift agreement. You should also describe the order of a particular procedure, timing and consequences.

Pledge of shares in the authorized capital

Care must be taken in situations where one of the participants pledges his share in the company to third parties. Typically, the following guidelines apply in such cases.

If any participant has pledged his share in the authorized capital to third party creditors, the company has the right to pay the creditors the actual value of the share or part of the share of the company participant. By decision of the general meeting of company participants, adopted unanimously by all company participants, the actual value of the share or part of the share of the company participant whose property is being foreclosed on may be paid to creditors by the remaining company participants in proportion to their shares in the authorized capital of the company, unless another procedure for determining the amount of payment is not provided for by the company's charter or a decision of the general meeting of company participants.

Acquisition by an outside company of a share or part thereof in an LLC

It is necessary to provide for such a case in the charter and describe in what cases an outside company can acquire a share in this company and under what conditions this can happen.

Appeal for recovery of a share or part thereof of a company participant

If a company member is indebted to creditors, the LLC may receive an appeal to recover the share of a specific participant. Such an appeal can only be made on the basis of a court decision. In this case, the company can independently pay the value of the share to the creditors or, if within three months from the date of presentation of the claim by the creditors the company or its participants do not pay the actual value of the entire share or the entire part of the share of the company participant on which foreclosure is applied, foreclosure on the share or part of the share of a company participant is carried out by selling it at public auction.

Company management bodies

The highest governing body of the company should be the general meeting of all participants. The sole executive body is usually the general director. Any member of the company, as well as any third party, can become the general director.

Major transactions and interest of participants

A large transaction is considered to be one that is associated with the alienation, acquisition or possibility of alienation by participants of the property of the authorized capital, the total value of which is twenty-five or more percent of the value of the company’s property, determined on the basis of the financial statements for the last reporting period preceding the day the decision was made to carry out such transactions .

The decision to approve a major transaction by the company is made at a general meeting of participants.

For example, the following transactions are not considered large:

• committed in the normal course of business of the company;
• in a society of one participant;
• upon transfer of a share or part thereof from a participant to the company;
• carried out in the processes of reorganization of society.

The company's charter may provide that in order to carry out major transactions, a decision of the general meeting of the company's participants and the board of directors (supervisory board) of the company is not required.

Procedure for storing documents and providing information

Typically, documents are stored at the address and place of residence of the sole executive body (general director).

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

An LLC is not required to disclose information about itself or its activities. However, if it publicly places securities (for example, bonds), obligations arise in the annual publication of financial reports and balance sheets, and information about the type and direction of the LLC’s activities must also be disclosed; in addition, the law provides for some other grounds when the company must post information about yourself in open sources.

Reorganization and liquidation

The decision to reorganize the company can only be made at a general meeting. In case of merger with other legal entities or creation of new ones, reorganization occurs at the time of state registration.

Liquidation is the complete cessation of the company's activities without the transfer of rights and obligations through succession to other persons. The property of the liquidated company remaining after completion of settlements with creditors is distributed among the participants of the Company in order of priority. The decision to liquidate can be made by the participants unanimously (voluntary liquidation) or by the court (forced liquidation).

Reorganization of a company can be carried out in the form of merger, accession, division, spin-off and transformation. During reorganization, appropriate changes are made to the existing charter.

Reorganization of society with a simultaneous combination of its various forms is allowed. An LLC has the right to transform into a joint-stock company, business partnership or production cooperative.

Final provisions

Here it is necessary to mention that the charter will be in force from the moment of state registration/amendment of the limited liability company.

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

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

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

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

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

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

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

Development of LLC charter

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

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

Standard sections of the LLC charter

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

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

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

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

Document preparation

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

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

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

Drawing up the charter of an LLC with one founder

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

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

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

Drawing up the charter of an LLC with several founders

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

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

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

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

Included in the list of charter documents of the LLC, it states:

• the main provisions regulating its work;
• features of the relationship between participants and management, their rights and obligations;
• situations of exit of participants and transfer of their shares;
• income distribution procedure;
• areas of activity of the company, etc.

Opening a company - its registration - means submitting a package of documents to the registration authority, one of which is necessarily the charter of the LLC, prepared in 2 copies (one of them will be stored in the Federal Tax Service, the other - at the legal address of the company).

Features of document preparation

Much has been written about how to form an LLC yourself. It is important to understand that this is a legally complex procedure that requires care and patience. Thus, the text of the charter can be drawn up both by professional lawyers (at a price of 5,000 rubles) and by the founders themselves, based on the sample and.

If it is assumed that the company will have one founder, who will also act as its director, then a good way to save on registering a company is to write the charter yourself. If the management of the company will be entrusted to a hired manager, you need to fill out the “Management Bodies” section especially carefully in order to prevent abuse, as well as the seizure of the LLC’s share, therefore it is advisable to seek help from lawyers.

If there are several founders, it is important to clearly define the procedure for distributing income in order to avoid conflicts in the future.

The charter of an LLC must necessarily contain:

1. name written in Russian letters. It is possible to use numbers. It is acceptable to indicate several versions of the name - full and abbreviated;
2. legal address, which can also be the address of the director or one of the founders. The archive of the company should be kept at the specified address, all correspondence for it will be sent here, and the executive body of the company should be located here. Proof of the legality of using the address is a certificate of ownership or a lease agreement, accompanied by a letter of guarantee from the owner and a copy of his certificate of ownership;
3. information about the management bodies, their powers, the limits of their capabilities, the procedure for dismissal and hiring of the director and chief accountant, the required quorum of the general meeting of participants, the procedure for convening it and the issues resolved by it, the features of conducting large and particularly significant operations (transactions);
4. rights and obligations of the founders of the company;
5. authorized capital - its size, terms and procedure for full payment, as well as changes in its size. It is acceptable to indicate the minimum value of a share;
6. a description of the procedure for registering a company and its liquidation, as well as changing the composition of its participants. During the rotation of founders, the company cannot have less than one owner, i.e. the sole participant cannot leave the LLC;
7. archive storage rules;
8. The types of LLC activities to be included in the charter are indicated in accordance with the list specified in the application for registration. The first of these areas of activity will be accepted as the main one by government agencies. Having indicated all permissible types of activities in the LLC charter, it is recommended to leave the list open, stating that the company has the right to engage in other types of economic activities not prohibited by law;
9. information about branches and the permissible limits of their autonomy. They are not independent legal entities, but act on behalf of the company. The company itself is responsible for the branches.

It is not necessary to indicate the full names of the founders in the document, which simplifies the process of transferring shares of the company or its complete sale. This information is recorded in the list of participants. Their shares are also indicated.