Drawing up the charter of an LLC with two founders. Charter sample.

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To form an LLC and regulate its direct activities, the Charter of the organization must be drawn up. If a company was created by two or more founders, when drawing up a document, it is important to take into account some of the nuances and rules specified in Federal Law No. 14 of 1998 on February 8.

Why is a bylaw required?

According to Article 52 of the Civil Code of the Russian Federation, the Charter of a legal entity, drawn up by two founding members, is the main constituent document by which the functioning of the organization (external and internal) is regulated.

The text can be developed individually by qualified specialists or compiled independently. . The document must be created prior to the registration of the company and contain the main provisions and points that are established by Article 12 of the Federal Law No. 14 of February 8, 1998.

Registration of the Charter of the organization

Regardless of who developed the document (by a specialist or independently by the participants), it must contain the following mandatory provisions, which are spelled out in the second part of Article 12 of the Federal Law No. 14:

• company name (abbreviated, full, in a foreign language, if used);
• location or exact legal address;
• the total amount of the authorized capital;
• information on the composition of the governing bodies and the scope of their competence;
• rights, responsibilities and obligations of all co-founders;
• method of storing documentation;
• the procedure for the admission and exit of participants in the company, the consequences after the exit;
• methods of distribution of shares from the authorized capital between the co-founders;
• types of activities carried out by the company;
• other items.

When drawing up the Charter of an LLC with two founders, it is important to pay attention to its proper execution in accordance with the requirements of the law. The finished document must be sealed and stitched. Each of the pages of the Charter must be numbered (the title page does not contain a number, so the numbering starts only from the second page with the number "2").

On the reverse side of the very last page, a sealing sheet is fixed containing the signatures of the founders and their full names, the number of stitched and numbered sheets, as well as the company's seal (most often it is required when registering the amendments made to the document, and may be absent during the initial drafting of the new Charter).

Before sending the documentation to the registering state body, it is recommended to prepare several copies of the Charter (at least two, so that one of them returns from the IFTS with the appropriate seals, since the second will remain in the archive of the state body) and make several photocopies of the document.

Papers for registration of the Charter

Before contacting the IFTS in order to register a new constituent document or make additions to the old one, the required package of documents should be collected.

The following papers are submitted to the registering state body during the initial sending of the Charter (and registration of an LLC, respectively):

• minutes of the general meeting of founders on the creation of a new Charter;
• directly the Charter of the company, sealed and stitched;
• certificate of payment of the relevant state fee (for registration of an organization 4 thousand rubles and 800 rubles when amending the previous Charter, in accordance with paragraphs 1 and 3 of paragraphs 1 of part 333.33 of the Tax Code of the Russian Federation);
• notarized photocopies of the identity cards of each of the participants;
• copy of TIN (if available);
• application for registration of a legal entity according to;

When the entire required package of documents has been collected, it is sent to the IFTS with a request on behalf of the company to provide a copy of the Charter (drawn up in writing in free form). The request must also contain the signature of the head of the organization and the seal of the LLC (if amendments or additions are made to the Charter). Further processing of the document takes place in the tax service. You can get documentation from the IFTS on the day specified in the receipt, which is issued by a tax authority employee after receiving the papers.

To make some amendments to the text of the Charter, fewer documents may be required - the minutes of the meeting of the founders, certificates confirming the payment of the fee, the application form for registration and the redacted Charter itself in two copies (to make amendments, the organization needs to be stamped on a sealing sheet).

Process Nuances

If there are several co-founders of the company, the text of the Charter must necessarily describe in detail the ways of regulating the relationship between the participants. In addition to the financial side, the document should indicate the procedure for leaving the company, the possibility of transferring the share of the withdrawn co-founder to another participant or a third party ( Article 21 of the Federal Law No. 14), delimitation of powers, the role of the general director and the constituent assembly. The document should also provide for measures to protect the capital of the organization.