In the process of carrying out its activities, LLC uses not only regulatory acts of state bodies, but also internal documents. Among them there are those that determine the general orientation of the functioning of the organization, financial policy and other key aspects of the work. These acts are made by the constituent documents . Let's consider them in detail.
General information
The development of the constituent documents of the LLC is an obligatory organizational stage. These acts contain the rules, regulations, provisions relating to the direct activities of the company. The constituent documents of a limited liability company establish the legal status of the company, its competence, staff, structure, officers and the whole enterprise as a whole, and its individual divisions. The provisions present in these acts are binding. The constituent documents of a limited liability company act as the legal basis for the work of the company. The limits of their action are not established. Acts are valid up to their cancellation or adjustment.
Types of Acts
What relates to the constituent documents of LLC ? First of all, it is worth noting that the considered category of acts is formed at the time of the establishment of the enterprise. In practice, the constituent documents of a limited liability company are drawn up by special legal services. Acts must be approved by management after execution. The main constituent documents of the LLC are established in the Civil Code. Article 52 of the Code provides a list of such acts. It includes:
- Charter.
- Regulation on the establishment of the company.
- Memorandum of association.
Content Specifics
The constituent documents of a limited liability company include information on:
- Name of legal entity.
- The location of it.
- The procedure for managing the activities of the enterprise.
Other information provided for in the legislation may be present in the acts. The constituent documentation of non-profit organizations, unitary enterprises includes information about the purpose and subject of activity. These categories may be determined by the acts in question and in cases where their binding is not established by law.
Regulatory requirements
In accordance with the provisions of the law, the constituent documentation must be registered. This procedure is carried out by the tax office. Registration is carried out within five days from the date of submission of the documentation. The law obliges to send papers to the authorized service within ten days after their approval. In case of violation of the established period, the perpetrator faces administrative liability in the form of a fine under art. 116 Tax Code, Art. 14.25 Administrative Code.
Procedure for contacting the supervisory authority
For state registration of the created legal entity in the authorized instance are provided:
- Statement. It is drawn up in a form approved by the Government. The application is signed by an authorized person of the enterprise.
- The decision to establish LLC. It is adopted at a general meeting of participants. The decision may be presented in the form of a protocol or other act prescribed by law.
- Constituent documentation. It is provided in originals and notarized copies.
- An extract from the register for the registration of foreign legal entities of the respective state or equivalent evidence of the status of a foreign person.
- The receipt certifying the payment of the fee.
Additional Rules
In the process of activity, constituent documentation may be amended. However, they acquire legal significance only after a series of mandatory procedures. In particular, registration of changes to the constituent documents of an LLC must be performed. It is also carried out by the tax service. As a general rule, changes become legal at the time of registration. However, the legislation provides for situations when adjustments acquire official status after the control authorities receive notification of their introduction. The deadline for registration of changes is set in the same way as is determined for the provision of constituent documentation of a newly formed company. It is 10 days from the date of adoption of the relevant decision.
Process features
During state registration of constituent documentation, information about the company, other than that which constitutes a commercial or other secret protected by norms, is entered into the Unified State Register of Legal Entities. This ensures the openness of the enterprise for public familiarization with the specifics of the company. Information, which includes information about the passport and other personal data of individuals, is provided only to authorized state bodies, as well as units of extra-budgetary funds in cases and according to the rules defined by government and other regulatory acts. For state registration of constituent documentation, amendments made to it, as well as liquidation of an enterprise, except when it is carried out as part of the application for declaring a company bankrupt, a state duty is levied. The amount of deductions is established by the provisions of the Tax Code.
Charter of a limited liability company
This act is considered fundamental in the list of underlying securities of the enterprise. Since July 1, 2009, it has been acting as the sole constituent document. This act is a set of rules, norms, methods according to which the company conducts its activities. The charter of a limited liability company determines the legal status of a legal entity, organizational structure, nature, order, work goals, specifics of management and so on. Guided by its provisions, the company interacts with counterparties, including individuals. According to its legal meaning, the charter acts as an analogue of an individual's passport.
Design specifics
The charter is drawn up on sheets A4. The cover page must contain the required details. These include the name of the organization and type of document, place of its execution, stamp of approval, signature, registration mark, company seal. Sheets must be numbered. The title page does not include a figure, but it is included in the total. The number of sheets is indicated at the end (on the last page). This record is certified by the signature of the head, as well as the seal of the company. The pages of the charter are stitched and sealed. This is necessary to exclude the possibility of unauthorized replacement of certain sheets.
Memorandum of Association: sample
This act is a written agreement of the participants, in which they undertake to form a legal entity. This document defines the procedure in accordance with which the joint activities of the entities to create an enterprise will be carried out, the conditions for transferring property as a contribution. The composition of the participants, their activities in managing the company, responsibility for non-fulfillment of obligations, rules for the distribution of profits and losses also establishes a memorandum of association. A sample act includes a description of the structure of governing bodies, the rules for the exit of persons from the company. In Art. 11 of the Federal Law governing the activities of commercial enterprises, it is established that this document is not subject to submission to the tax office to enter information about the company in the register.
The decision to create a company
The establishment of the LLC is carried out with the consent of the participants. If the enterprise is created by one entity, then it takes the appropriate decision individually. If there are several founders, they discuss this issue at a general meeting. The decision on the creation of the company reflects the results of the voting of participants, positions on issues related to key aspects of further work. In particular, the charter, appointment or formation of governing bodies, the creation of an audit commission or an auditor are discussed if they are provided for in the agreement or are mandatory in accordance with legislative provisions. When a decision is made by an entity, it alone must determine, among other things, the size of the firm’s capital, the rules and timing of contributions, the size and nominal value of the participant’s share. If there are several founders, this information is usually indicated in a written agreement between them.