Who and in what case must provide a certificate of non-size transaction, a certificate of disinterest?

In this case, the counterparty tries to avoid risks associated with the possibility of invalidation of interested party transactions and large transactions that have not been approved by the founders of the LLC.

A major transaction for an LLC is a transaction whose value is 25 percent or more of the value of the company’s property (“On Limited Liability Companies”; hereinafter referred to as the LLC Law).

clause 1 art. 46 of the LLC Law). An interested party transaction can be recognized as a transaction that is concluded between or with the participation of affiliated persons (Federal Law of February 8, 1998 No. 14-FZ “On Limited Liability Companies”).

The legislation does not establish a procedure for informing interested parties about the nature of such transactions, and there is no form for such a certificate.

But the partner’s demand can be fulfilled - such a certificate can be signed by the director of the company. It is drawn up in free form; you can use the organization’s letterhead and its seal.

The certificate can indicate the amount of the book value of the company’s property and indicate the cost of the transaction being concluded. If the transaction value does not exceed? value of the property, such a transaction will not be large for society. As confirmation, you can attach an extract from the organization’s latest balance sheet to the certificate.

To confirm that the transaction is not an interested party transaction, you can attach a copy of an extract from the Unified State Register of Legal Entities or the List of Founders of the LLC, and also indicate the full name of the director. Based on this data, the counterparty will be able to check whether your organizations are interdependent or not.

But it should be taken into account that exchanging any documents, including certificates, is the right, not the obligation of partners. To demonstrate due diligence to the tax authorities, it is enough for the counterparty to provide a one-time copy of the constituent documents, financial statements and powers of attorney. But even these documents are transferred only voluntarily. Therefore, the counterparty does not have the right to demand the specified certificates from the LLC, and your organization is not obliged to provide them.

What documents should be requested from the counterparty to eliminate legal risks?

Before concluding a transaction with a new counterparty or with a counterparty with whom the organization has not had business relations for a long time, it is recommended to request from it the statutory and other legal documents confirming the very possibility of concluding an agreement with it. If this is not done, the organization risks, for example, concluding a lease agreement with a company that is not the owner of the leased property and does not have the right to lease this property. Or enter into an agreement for the maintenance of medical equipment with an organization that does not have a license to carry out such work. Finally, it may turn out that the contract on the part of the counterparty was signed by a person who does not have the authority to do so. This is fraught with additional costs and losses for your company, and possibly even legal disputes.

In addition, in order to reduce these risks within the framework of a long-term relationship with the same counterparty, it makes sense to periodically request current versions of the documents listed below from him.

It is advisable to indicate the need to require certain documents in the Regulations on contractual work of the company. The fact is that without the potential counterparty presenting a certain package of documents, signing an agreement with him will be impossible. At the same time, if the prospective counterparty has questions about the need to request all or a specific document from him, then in this case it will always be possible to refer to the rules established in the internal document of the organization.

Counterparty – legal entity

1. Constituent documents. Depending on the type of legal entity, this may be a charter or a memorandum of association.

It is necessary to check that the constituent documents are presented in full. It makes no sense to request extracts from the constituent documents, the first and last pages of the charter, etc. In this case, it will not be possible to find out all the necessary information.

Constituent documents must be requested from the counterparty in the latest, that is, current edition. You can determine whether the latest version of the statutory documents was submitted by the counterparty using an extract from the Unified State Register of Legal Entities (USRLE). If doubts arise regarding the reliability of the submitted documents, you can request from the counterparty all previous editions of the constituent documents.

2. Certificate of state registration of a legal entity (OGRN certificate), as well as all sheets of the Unified State Register of Legal Entities and certificates of registration of changes to the constituent documents and of registration of entering information into the Unified State Register of Legal Entities not related to changes to the constituent documents.

Here, special attention should be paid to ensuring that the name of the organization indicated in the constituent documents coincides with the name of the organization in the OGRN certificate.

If a legal entity has changed its name, then in this case the name of the organization indicated in the constituent documents may not coincide with the name of the organization in the OGRN certificate. The fact is that if the name is changed, a new certificate of state registration of a legal entity is not issued. However, a change in the name of the organization must be reflected in the Unified State Register of Legal Entities or in the certificate of amendment to the Unified State Register of Legal Entities.

3. Certificate of registration with the tax authority and assignment of a taxpayer identification number (TIN certificate). The name of the organization indicated in the constituent documents must match the name of the organization in the TIN certificate.

4. Documents confirming the authority of the person who will sign the agreement.

When checking the powers of the head of a legal entity, it is necessary to pay attention to his powers as enshrined in the organization’s charter. For example, his powers to carry out civil transactions may be limited to a certain amount. As a result, transactions made in violation of such a restriction may be declared invalid ().

In addition, the charter of a legal entity, as a rule, indicates the period for which the head of the organization is elected (appointed). In this regard, it is necessary to check that the decision on the appointment of the general director or the protocol on the election of the general director by the collegial body of the legal entity submitted by the counterparty are not overdue.

If the agreement will be signed by a person other than the head of the organization, then in addition to the documents mentioned above, you must also request a copy of the person’s power of attorney to sign the agreement. The power of attorney must contain the date of its execution. Without such a date, the power of attorney is invalid (clause 1 of Article 186 of the Civil Code of the Russian Federation).

The power of attorney also indicates its validity period. If the validity period is not specified in the power of attorney, then the power of attorney is valid for a year from the date of its execution (Clause 1 of Article 186 of the Civil Code of the Russian Federation). It is necessary to ensure that the power of attorney is not expired.

You also need to pay attention to the form of the submitted power of attorney. A power of attorney issued by a legal entity can be certified by a notary or by the organization itself. In the latter case, the power of attorney must be certified by the signature of the head of the organization or another authorized employee. If the power of attorney does not have the seal of the organization, this does not affect its validity in any way (except for cases expressly specified in the law).

The power of attorney will have the same legal force regardless of how it is certified. In this case, it is worth checking the authority of the person who issued the power of attorney.

If the power of attorney is certified by a notary, then it is not necessary to check the powers of the person who signed the power of attorney, since these powers were checked by the notary when certifying the power of attorney. This fact certainly increases confidence in the “notarized power of attorney”. However, it is not at all necessary to require the counterparty to submit a notarized power of attorney.

If the power of attorney was issued by the head of a legal entity, then it is necessary to check the powers of this head at the time of issuance of the power of attorney. If the power of attorney was issued by another person (for example, a deputy director), you need to check the powers of this deputy at the time of issuing the power of attorney. They must stem either from the statutory documents or from the power of attorney issued to him with the right of substitution. If the power of attorney is issued by way of subpoenaing, then it must be certified by a notary (clause 3 of Article 187 of the Civil Code of the Russian Federation).

The powers of the person specified in the power of attorney must be sufficient to sign the agreement, that is, the right to sign the agreement on behalf of the organization must be directly indicated in the power of attorney or follow from the text of the power of attorney.

5. Extract from the Unified State Register of Legal Entities (USRLE).

The information contained in the registry may constantly change. Therefore, you need to request an extract issued as late as possible to the date of transfer of this extract by the counterparty. You can also develop uniform rules for checking documents from the counterparty and indicate in them that the extract must be submitted by the counterparty, for example, no later than 10 days before the date of signing the contract. If the counterparty declares that it is difficult for him to receive an extract so quickly, you need to keep in mind: the earlier the date the extract is submitted, the higher the risks will be when concluding an agreement with this counterparty. In any case, it is not recommended to accept statements from counterparties issued later than one month before the expected date of signing the contract.

In addition, information about the counterparty can be found on the website of the Federal Tax Service of Russia. It can also be compared with the information available in the extract from the Unified State Register of Legal Entities provided by the counterparty.

After checking the fact of ownership of the property in respect of which it is intended to conclude an agreement, it is necessary to check all the characteristics of this property that are essential for the transaction.

Here it is especially important not only to inspect the property, but also to check documents that contain important information for counterparties. This is due to the fact that during direct inspection it is impossible to verify all the necessary information about the purchased property. For example, for real estate such a document is an extract from the Unified State Register of Rights to Real Estate and Transactions with It.

If you do not inspect the property or do not check all the necessary documents, then subsequently the organization (entrepreneur) will not be able to challenge the concluded agreement on the grounds that it did not know or could not know about some essential properties of the object of the agreement. In this case, it will be considered that the participant in the turnover did not show the diligence required in such circumstances, which is normal for business practice in carrying out such transactions.

8. If you have any doubts about the authenticity of the signature of the head of the counterparty organization, you can also request a copy of a bank card with a sample signature of the director, certified by a notary or by the bank providing cash settlement services to the counterparty.

All documents must be submitted in copies certified by a notary or an official of the organization with the seal of a legal entity attached. This requirement disciplines the counterparty and reduces the risk of submitting invalid, unreliable or outdated documents. It is recommended to record the fact of receipt of documents from the counterparty by drawing up appropriate inventories or acts in paper or electronic (when exchanging electronic messages with the counterparty) form.

From the recommendation of Vladislav Kuznetsov, chief editor of the Sistema Lawyer, Vladislav Dobrovolsky, candidate of legal sciences, head of corporate practice of the Yakovlev and Partners Legal Group (in 2001–2005 - judge of the Moscow Arbitration Court), Gennady Uvarkin, Candidate of Legal Sciences, Deputy General Director of the Omega Legal Bureau.

What is a major transaction and what is the procedure for completing it in an LLC

Individual transactions in an LLC must be concluded in a special manner established by law. Such transactions include, in particular, the so-called “major transactions”. If you do not follow the established procedure for completing such a transaction, it may be declared invalid.

Before a company enters into a transaction, a lawyer should check whether it falls under the criteria of a “major transaction” and, if necessary, ensure that the established procedure is followed.

Which deals are big?

A major transaction is a transaction or several interrelated transactions related to the acquisition, alienation or possibility of alienation by the company, directly or indirectly, of property, the value of which is 25 percent or more of the value of the company’s property (“On Limited Liability Companies”; hereinafter referred to as the LLC Law) .

The lower limit (25%) of a major transaction can be increased by the company's charter (clause 1, article 46 of the LLC Law).*

In what order are major transactions made?

The company has the right to make a major transaction only after its approval by the participants. If a board of directors has been created in a company, then it can be entrusted with the authority to approve major transactions, the value of the alienated (acquired) property for which is from 25 to 50 percent of the company’s property (Clause 4, Article 46 of the LLC Law). If the company has one participant and he is not a director, his written consent to complete the transaction is sufficient to approve the transaction.

The procedure for approving major transactions in an LLC is defined in the LLC Law. General rules for approval of transactions are provided for in the Civil Code of the Russian Federation. They apply when the relationship is not regulated by the LLC Law.

From the recommendation of Vladislav Kuznetsov, chief editor of the Lawyer System Lawyer, Ekaterina Nikonova, head of the legal department of Transcreditfactoring CJSC, Sergei Rogozhin, candidate of legal sciences, associate professor, judge of the Court for Intellectual Rights (until 2013 - judge of the Arbitration Court of the Ulyanovsk Region).

What is an interested party transaction and what is the procedure for completing it in an LLC

Individual transactions in an LLC can be concluded only after their approval by the general meeting of participants or the board of directors. Such transactions include, in particular, the so-called “transactions in which there is an interest.” If you do not follow the procedure for completing them, the court may declare the transaction invalid.

In this regard, when preparing for a transaction, a lawyer needs to check whether it falls under the criteria of an interested party transaction and, if it does, follow the procedure for completing it.

Which transactions are interested party transactions?

The essence of an interested party transaction is best illustrated by a simple example: when an LLC enters into a civil contract (for example, a purchase and sale or contract agreement) with its director, this is an interested party transaction, and the director is interested in it.

In practice, everything is a little more complicated. The list of persons who in this case may be in the place of director is established in the Federal Law of February 8, 1998 No. 14-FZ “On Limited Liability Companies”; hereinafter referred to as the LLC Law). These include:

• sole executive body of the company (hereinafter referred to as the director);
• members of the board of directors (supervisory board);
• Members of the Board;
• a person who has the right to give instructions to the company that are binding on it;
• members of the company who, together with their affiliates, have 20 percent or more of the votes of the total number of votes of the company's participants.*

In addition, it is necessary to take into account not only these individuals themselves, but also their spouses, parents, children, full and half siblings, adoptive parents and adopted children and (or) their affiliates.

But that's not all. These persons do not have to be themselves a party (or beneficiary) to the transaction for the LLC to consider it an interested party transaction. A party to a transaction may be a legal entity; such a transaction will also be an interested party transaction if these persons:

• occupy positions in the management bodies of this legal entity;
• own (including in aggregate) at least 20 percent of the authorized capital of this legal entity.

In addition, the counterparty to the transaction may generally be a third party, but the transaction will be recognized as an interested party transaction for the LLC if the director, members of the board or other persons listed in the LLC Law in relations with the company:

• act on behalf of these third parties;
• occupy positions in the management bodies of a legal entity that acts in the interests of these third parties;
• own (including in aggregate) at least 20 percent of the authorized capital of a legal entity that acts in the interests of these third parties;
• occupy positions in the management bodies of the management company of a legal entity that acts in the interests of these third parties.

The charter may expand this framework and include additional other transactions as interested party transactions.

A transaction is recognized as an interested party transaction only when the indicated persons (or one of them) meet the signs of interest at the time of the transaction (subclause 2, clause 9 of the Resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation dated May 16, 2014 No. 28 “On some issues related to with challenging major transactions and interested party transactions" (hereinafter referred to as Resolution No. 28), paragraph 14 of the information letter of the Presidium of the Supreme Arbitration Court of the Russian Federation dated March 13, 2001 No. 62 "Review of the practice of resolving disputes related to the conclusion of large transactions and transactions by business companies in the commission of which there is an interest").

If the specified persons once met the signs of interest, but at the time of the transaction there are no such signs, the transaction is not recognized as an interested party transaction.

What is the procedure for completing an interested party transaction?

The company has the right to enter into an interested party transaction only after it has been approved by the participants. If a company has created a board of directors, then the company’s charter can entrust it with the authority to make decisions on making interested party transactions, the amount of payment or the value of property for which does not exceed 2 percent of the value of the company’s property, determined on the basis of the financial statements for the last reporting period (clause 3 of the Law on LLC “On approval of the Regulations on additional requirements for the procedure for preparing, convening and holding a general meeting of shareholders”, order of the FMBA of Russia dated September 1, 2011 No. 357 “On organizing work in the Federal Medical and Biological Agency for the approval of large transactions with subordinate federal state unitary enterprises, as well as transactions related to the provision of loans, guarantees, receipt of bank guarantees, other encumbrances, assignment of claims, transfer of debt, borrowing and other transactions").

Thus, special legislation may establish more stringent requirements for the procedure for approving a transaction than the Civil Code of the Russian Federation. For example, paragraph 3 of Article 45 of the LLC Law stipulates that the decision to approve a transaction must indicate the person or persons who are the parties, beneficiaries in the transaction, the price, subject of the transaction and its other essential conditions. While paragraph 3 of Article 157.1 of the Civil Code of the Russian Federation establishes that in the consent to enter into a transaction it is sufficient to determine the subject of the transaction.

An interested party transaction that has not been previously approved is voidable and can only be declared invalid by a court decision based on the request of the LLC or its participant in the presence of the circumstances provided for in paragraph 5 of Article 45 of the LLC Law.

Certificate on the small size of the LLC transaction- a document that is drawn up in accordance with the requirements of the law, intended for registration or notary authorities. The paper is drawn up in order to remove the responsibility for verifying whether the transaction is classified as large or not. When filling out, it is important to indicate the necessary details and submit them upon request to Rosreestr, the government agency responsible for registering real estate.

What is a major deal?

First, let's understand the terminology. Information on major transactions is discussed in Federal Law No. 14 (Article 46). This category of transactions includes collateral, attraction of a guarantor, lending and other transactions, the size of which is equal to or greater than 25 percent of the total price of the company’s property.

The mentioned article states that an LLC has the right to amend the charter and set a different value for a major transaction (it can be not only 25 percent, but also more than this figure). The price of the property being sold is calculated using information from accounting records. When it comes to buying real estate, the cost of the offer is taken into account.

Information on the total cost of the transaction object is used for a certain reporting period.

Sample certificate of small transaction for LLC

The last date is the day on which the decision to carry out the operation is made.

The company's charter specifies how a small transaction is organized with the approval of the LLC founders and (or) the board of directors, as well as without it. If there are no special instructions in the organization’s charter, the norms of Federal Law No. 14 (clause 3) are taken into account. In particular, the approval of the founders must be obtained in order to carry out the transaction.

When is the document useful?

The legislation does not provide clear instructions on how to draw up a certificate of small-scale transaction. Federal Law No. 14 makes no mention of the execution and transfer of a document anywhere. From a practical point of view, the paper is presented in the following cases:

1. When holding a competition for government procurement. The document is included in the list of documents that must be submitted along with the application. This requirement is specified in special order No. 3308-r.
2. When completing a transaction for the purchase and sale (disposal) of material assets. The paper will be required for Rosreestr. This recommendation is reflected in Order No. 789 of the Ministry of Economic Development of the Russian Federation.
3. When an LLC sells a share in the management company to another company. Here the document must be certified by a notary.

In the situations listed above, a certificate of small size indicates that the director has the authority to dispose of rights or material assets without obtaining approval from the founders or the board of directors.

What is a certificate confirming the small size of the transaction?

There is no single form for such a document at the legislative level, so the paper is drawn up taking into account the general requirements. Let's highlight the main ones:

• Filled out on a special company form. If the registration is done by hand, the company details are written at the top, followed by the place where the certificate was sent and the name of the official paper.
• The “body” states that the current document confirms the fact that the transaction being carried out is not a major one. Here a reference is made to the organization’s charter and Federal Law No. 14.
• Below are the details of the financial transaction, namely the day of registration, number and object of the transaction.
• The day of registration is noted, and the signature and seal of the LLC (if any) is affixed.

In practice, before additional confirmation is presented, a major transaction can be carried out after a decision by the participants of the enterprise or the board of directors (if there is such a requirement stated in the charter). Failure to adhere to this requirement may result in the transaction being invalidated.

Having a certificate of a small transaction along with a package of accompanying papers allows you to execute transactions for a large amount without gathering participants or the board of directors, as well as without obtaining approval.

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1. 1General information about the request for proposals 5

Certificate (letter) about the small size of the transaction for JSC

15 16 17 18 19 20 21 22 23

____________________________________

(signature, M.P.)

____________________________________

(last name, first name, patronymic of the signatory, position)
end of mold

1. Completion Instructions

1. This form must be completed only if the Proposal is submitted by a collective participant.
2. The participant in the request for proposals indicates the date and number of the Proposal in accordance with the letter of proposal submission.
3. The participant in the request for proposals indicates his company name (including the legal form) and his address.
4. In this form, the leader of the collective participant indicates:

1. name of the work (subject of the contract concluded with a member of the collective participant, indicating the scope of work performed);
2. name, company name (if available), location (for legal entities), last name, first name, patronymic (if available), passport details, place of residence (for individual entrepreneurs), postal address, contact phone number, email address of a member of a collective participant ;
3. belonging of the involved members of the collective participant to small and medium-sized businesses;
4. cost of work (contract price) in monetary and percentage terms;
5. place, conditions and terms (periods) of work performance in accordance with the Work Schedule.

1 … 15 16 17 18 19 20 21 22 23

Why do you need a certificate?

Large, in accordance with the current legislation (Article 46 of the Law "On Companies..." dated 02/08/1998 No. 14-FZ and Article 78 of the Law "On Joint-Stock Companies..." dated 12/26/1995 No. 208-FZ), a transaction is recognized, the value of the alienated or acquired property for which equals 25% of the book value of the company’s assets or more as of the last reporting date. If such a transaction goes beyond the normal business activities of the company, then special corporate procedures are required: approval of the transaction by the board of directors, founders or general meeting of shareholders. A major transaction concluded in violation of these rules may be declared invalid.

The company’s internal documents may establish a rule on preliminary corporate procedures for transactions the amount of which is less than the legally established amount. Consequently, the certificate in question in a number of cases acts as a kind of guarantee that the transaction does not require special approval before conclusion and will not subsequently be declared invalid on this basis.

For example, help may be required:

• to generate a set of documentation for the procurement competition (Order of the Moscow Property Department dated September 20, 2010 No. 3308-r);
• for notarization by a company of the sale of its share in the authorized capital of another company;
• for registration in Rosreestr of transactions with real estate (clause 223 of the Administrative Regulations of Rosreestr, approved by order of the Ministry of Economic Development of Russia dated 06/07/2017 No. 278);
• for the counterparty (at his request).

Certificate of small transaction size - sample for LLC

There is no unified form of the document in question. Business practice has identified only the key attributes that must be included in the certificate of small-scale transaction:

• details of the organization that issued the certificate (stamp, form, etc.);
• an indication of who/where the certificate was issued;
• date of issue;
• main text;
• signatures of the director and (preferably) chief accountant;
• stamp (if available).

In particular, a certificate for a limited liability company may look like this:

Limited Liability Company "Cascade"

Tomsk, st. Lenina, 8

tel. 11-11-11

Don't know your rights?

REFERENCE

The Company hereby confirms that the transaction under agreement No. 15-4/18 dated 02/08/2018 on the supply of capacitors, in accordance with current legislation and the company’s charter, is not a major transaction for Cascade LLC and does not require approval by the company’s management bodies.

The certificate was issued to Irbis LLC, the buyer under agreement No. 15-4/18 dated 02/08/2018.

11.02.2018

General Director of Cascade LLC: (signature) /V. I. Poltavchenko/

Chief accountant of Cascade LLC: (signature) /A. Yu. Isaeva /

Thus, the document in question is not mandatory from the point of view of law, but may be recognized by the parties to legal relations as mandatory when executing certain transactions. The certificate is drawn up in free form, but taking into account the specific terms of the contract. The text of the document should allow one to clearly understand the meaning of what is stated and avoid double interpretation.

Certificate on the small size of the LLC transaction- a document that is drawn up in accordance with the requirements of the law, intended for registration or notary authorities. The paper is drawn up in order to remove the responsibility for verifying whether the transaction is classified as large or not. When filling out, it is important to indicate the necessary details and submit them upon request to Rosreestr, the government agency responsible for registering real estate.

First, let's understand the terminology. Information on major transactions is discussed in Federal Law No. 14 (Article 46). This category of transactions includes collateral, attraction of a guarantor, lending and other transactions, the size of which is equal to or greater than 25 percent of the total price of the company’s property.

The mentioned article states that an LLC has the right to amend the charter and set a different value for a major transaction (it can be not only 25 percent, but also more than this figure). The price of the property being sold is calculated using information from accounting records. When it comes to buying real estate, the cost of the offer is taken into account.

Information on the total cost of the transaction object is used for a certain reporting period. The last date is the day on which the decision to carry out the operation is made.

The company's charter specifies how a small transaction is organized with the approval of the LLC founders and (or) the board of directors, as well as without it. If there are no special instructions in the organization’s charter, the norms of Federal Law No. 14 (clause 3) are taken into account. In particular, the approval of the founders must be obtained in order to carry out the transaction.

When is the document useful?

The legislation does not provide clear instructions on how to draw up a certificate of small-scale transaction. Federal Law No. 14 makes no mention of the execution and transfer of a document anywhere. From a practical point of view, the paper is presented in the following cases:

1. When holding a competition for government procurement. The document is included in the list of documents that must be submitted along with the application. This requirement is specified in special order No. 3308-r.
2. When completing a transaction for the purchase and sale (disposal) of material assets. The paper will be required for Rosreestr. This recommendation is reflected in Order No. 789 of the Ministry of Economic Development of the Russian Federation.
3. When an LLC sells a share in the management company to another company. Here the document must be certified by a notary.

In the situations listed above, a certificate of small size indicates that the director has the authority to dispose of rights or material assets without obtaining approval from the founders or the board of directors.

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What is a certificate confirming the small size of the transaction?

There is no single form for such a document at the legislative level, so the paper is drawn up taking into account the general requirements. Let's highlight the main ones:

• Filled out on a special company form. If the registration is done by hand, the company details are written at the top, followed by the place where the certificate was sent and the name of the official paper.
• The “body” states that the current document confirms the fact that the transaction being carried out is not a major one. Here a reference is made to the organization’s charter and Federal Law No. 14.
• Below are the details of the financial transaction, namely the day of registration, number and object of the transaction.
• The day of registration is noted, and the signature and seal of the LLC (if any) is affixed.

In practice, before additional confirmation is presented, a major transaction can be carried out after a decision by the participants of the enterprise or the board of directors (if there is such a requirement stated in the charter). Failure to adhere to this requirement may result in the transaction being invalidated.

Having a certificate of a small transaction along with a package of accompanying papers allows you to execute transactions for a large amount without gathering participants or the board of directors, as well as without obtaining approval.

Concept of a major deal

A major transaction is mentioned in Art. 46 of the Law “On Limited Liability Companies” dated 02/08/1998 No. 14-FZ (hereinafter referred to as Law No. 14-FZ). It defines a major transaction as:

• a loan, pledge, guarantee or other transactions related to the purchase, alienation or possibility of alienation of property, including interrelated ones, the amount of property being sold or acquired for which is 25% or more of the total value of all property of the LLC;
• transactions in which the LLC has an obligation to transfer into temporary possession of another person the result of intellectual activity, the book value of which is 25% or more of the book value of assets.

Note! The value of the alienated property is determined by the greater of 2 values: the book value or the alienation price, and the acquired property is determined by the offer price (see paragraph 9 of the Resolution of the Plenum of the Armed Forces of the Russian Federation dated June 26, 2018 No. 27).

Information on the total value of property is taken for the last reporting period before the day the decision to carry out the transaction was made (Clause 1, Article 46 of Law No. 14-FZ).

The charter of the LLC determines how a major transaction is conducted:

• with the consent of the company's participants (the general rule established by paragraph 3 of Article 46 of Law No. 14-FZ);
• with the permission of the board of directors (for transactions, 25-50% of the value of the LLC’s property, if this is stipulated in the charter).

When may you need a certificate of small transaction size?

Risks! The laws, including Law No. 14-FZ, do not provide any information about the preparation and provision of a certificate of small-scale transaction.

However, in practice such a certificate is required:

• for a public procurement competition - a certificate of small-scale transactions may be included in the list of documents included in the application (Order of the DIGM “On approval of the approximate form of competition documentation” dated September 20, 2010 No. 3308-r);
• for a notary - when a company alienates a share in the authorized capital of another company;
• for Rosreestr - when making a transaction to dispose of property (clause 223 of the Administrative Regulations of Rosreestr for the provision of public services..., approved by order of the Ministry of Economic Development of Russia dated 06/07/2017 No. 278).

In all of the above cases, the certificate will confirm the authority of the manager to dispose of things or rights without the approval of another body - the general meeting or the board of directors.

Conclusion! By providing a certificate of the small size of the transaction, the business entity confirms: the transaction does not require special approval (according to the rules of paragraph 3 of Article 46 of Law No. 14-FZ), and, therefore, a meeting of participants or the board of directors, before conclusion and will not be further qualified as void for lack of such approval.

Note! A certificate of a small transaction can be issued after the transaction has been completed (for example, if the counterparty requests it in order to protect itself from disputes about the validity of the transaction).

Certificate that the transaction is not major: sample for LLC

There is no established form for such a certificate; it is drawn up according to general rules:

1. The certificate is printed on company letterhead, or the details of the LLC are indicated manually at the top of the sheet, and then the place of presentation and the name of the document.
2. The certificate indicates that a specific transaction within the framework of a specific agreement between the parties is not major for this LLC, and provides a reference to the law and charter of such LLC

Example: “We hereby confirm that transaction No. ___ in accordance with the Law “On Limited Liability Companies” dated 02/08/1998 No. 14-FZ and the charter of LLC “Organization” is not a major one.”

1. Instead of the number, the details of the transaction being carried out are indicated: date, number and subject of the agreement.
2. The certificate contains the date of its preparation, the signature of the authorized person, and the seal of the organization.

Risks! To carry out major transactions, the appropriate permission of the founders of the LLC or the board of directors (if so defined by the charter) is required, up to the recognition of such a transaction as invalid.

Thus, a certificate of small-scale transactions is a document confirming that the transaction in respect of which it is given is not large for the LLC and obtaining the consent of the general meeting of participants (board of directors) for its completion is not required.