Menu
HomeMarriage and family

The charter of the limited liability company is ready. LLC Charter

The charter can be developed individually for each specific organization, but must include the mandatory information specified in Article 12 of the Law “On LLC”:

  • full and abbreviated company name of the company;
  • location of the company;
  • information about the composition and competence of the company’s bodies;
  • size of the authorized capital;
  • rights and obligations of company participants;
  • the procedure and consequences of a participant’s withdrawal from the company;
  • the procedure for transferring a share or part of a share in the authorized capital to another person;
  • procedure for storing company documents;
  • the procedure for providing information by the company.

When preparing a package of documents for registering an organization using our service, you will receive a ready-made LLC charter containing the individual information you entered. You can adjust the resulting version of the charter of a limited liability company at your discretion, but take into account the need to contain mandatory information.

Standard LLC Charter 2018

The concept of “Standard LLC Charter” was introduced by Article 52 of the Civil Code of the Russian Federation in September 2014, however, in practice, the possibility of registering an organization on the basis of a standard Charter has not yet been implemented. The model charter will not be submitted when registering an organization in either paper or electronic form. When accepting documents, the registration authority will simply note that the legal entity operates on the basis of a standard charter, samples of which are being developed by the Federal Tax Service of Russia. Information about this will be indicated in the Unified State Register of Legal Entities.

They are not mandatory, so the possibility of developing individual charters in paper form remains. Already created organizations have the right to freely switch from a standard charter to an individual one and vice versa.

Issues requiring consideration when preparing the LLC charter

In addition to the mandatory information about the organization indicated above, the founders can consider a number of issues in the charter:

1.The period for which the organization is created. By default, an LLC is created without a term limit, but the charter may provide for the exact period of existence of the company.

2.Changing the authorized capital of an LLC. According to the rule of Article 38 of the Federal Law “On LLC”, a change in the authorized capital is adopted by a majority - at least 2/3 of the votes of the company’s participants. However, the law gives participants the opportunity to establish in the charter the rule that the decision to change the Criminal Code must be made unanimously.

3.Alienation of a share or part thereof by an LLC participant to another. Article 21 of the Law “On LLC” allows participants to freely alienate (sell or donate) their shares to other participants. At the same time, the charter of an LLC may provide for the need to obtain consent to the relevant transaction from other participants and the LLC itself.

4.Alienation of a participant's share or a share of the LLC itself to a third party. The law makes it possible to establish in the charter a ban on the alienation of a participant’s share or a share owned by an LLC to third parties.

5.Transfer of a participant's share to his legal successors or heirs. According to the general rule of Article 21 of the Federal Law “On LLC”, the shares of participants pass to their legal successors or heirs, but such a right may be prohibited if the participants include a corresponding provision in the charter of the LLC.

6.Pledge of LLC shares to a third party. The transfer of a share as collateral to a third party is possible only with the consent of the general meeting of participants, but the charter may also provide for a complete ban on collateral.

7.The company's preemptive right to acquire a participant's share. The charter may include a provision on the company’s preemptive right to acquire a share when a participant sells it to a third party.

8.Withdrawal of a participant from the LLC. Please note that the law allows a participant to leave an LLC only if such a possibility is established by the charter. If you want to allow the withdrawal of a participant so that his share passes to the LLC (with compensation for its cost), then include such a clause in the charter.

9.Making decisions at the general meeting of participants. On certain particularly important issues, participants may indicate in the charter the number of votes required to make decisions on such issues, but not less than 2/3 of the total number of votes. Contributions towards payment of the authorized capital.

10.Prohibition on contributions towards payment of the authorized capital of certain property. The charter may stipulate that certain types of property or property rights cannot be taken into account as payment of the authorized capital.

Compliance with all the rules listed above will help you avoid annoying mistakes when creating an LLC charter, but often regional tax authorities may impose specific requirements that are not explicitly stated in the legislation, so a service is now available especially for our users free document verification for business registration by 1C specialists.


The charter is the main document necessary for the registration of a new legal entity and its further activities. When creating a business entity, the Charter is first developed, since it is this document that regulates what the enterprise will do, how it will be managed, where it will be located, and what amendments should be made.

The development of a sample Charter of an LLC enterprise can be carried out either by the founders of the legal entity themselves, or they can entrust this matter to specialists - lawyers.

Another option is to use the Charter, which is approved by the founders of the LLC or a body authorized by the founders. This Charter is used more often in practice. What is contained in the document developed at the meeting of founders?

The following information is entered:

  • Company name
  • Type of organizational and legal form (LLC)
  • Address of the location of the enterprise
  • Control order
  • Other information that is required to be entered in accordance with the specific type of activity of the enterprise

In general, the charters of different enterprises cannot be drawn up identically. This is due to the fact that each legal entity has a different organizational structure (director, general director), vests the manager with a different amount of authority, and conducts different business activities.

Mandatory clauses of the Charter

The charter of a legal entity must fully reflect the activities of the business entity. To ensure that all information is fully reflected, the standard LLC Charter, as a rule, contains the following sections:


Registration

When registering an LLC in the Unified State Register of Legal Entities, the registrar is provided with the LLC Charter and a number of other documents. If required in the future, they will also need to be registered in the Unified State Register of Legal Entities.

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 in 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.

Charter
Limited Liability Company "Fortuna"

Approved
By the decision of the sole founder
N __________ dated “__”___________ 20__

1. General provisions

1.1. Limited Liability Company “Fortuna”] (hereinafter referred to as the “Company”), created in accordance with the Civil Code of the Russian Federation and Federal Law dated 02/08/1998 N 14-FZ “On Limited Liability Companies” (hereinafter referred to as the Federal Law) based on the decision to create it.
1.2. Full corporate name of the Company in Russian: Limited Liability Company “Fortuna”.
Abbreviated corporate name of the Company in Russian: Fortuna LLC
1.3. Full corporate name of the Company in [meaning] language: Limited Liability Company "Fortuna"
The abbreviated corporate name of the Company in [meaning] language: Fortuna LLC.
1.4. Full corporate name of the Company in [meaning] language: Limited Liability Company "Fortuna"
Abbreviated corporate name of the Company in [meaning] language: Fortuna LLC
1.5. Location of the Company: __________________________________________________________.
The permanent executive body of the Company _____________________________________, for example, director] is located at: ___________________________________________________
1.6. The company has separate property and is responsible for its obligations, can, in its own name, acquire and exercise civil rights and bear civil obligations, and be a plaintiff and defendant in court.
1.7. The company is created without a term limit.
1.8. The Company has the right, in accordance with the established procedure, to open bank accounts on the territory of the Russian Federation and abroad.
1.9. The company has a round seal containing its full corporate name in Russian and an indication of the location of the company.
The Company has the right to have stamps and forms with its corporate name, its own emblem, as well as a trademark registered in the prescribed manner and other means of individualization.
1.10. The company is liable for its obligations with all its property.
The company is not responsible for the obligations of its participants.
In the event of insolvency (bankruptcy) of the Company through the fault of its participants or through the fault of other persons who have the right to give instructions binding on the Company or otherwise have the opportunity to determine its actions, these participants or other persons in the event of insufficiency of the Company's property may be assigned subsidiary liability according to his obligations.
The Russian Federation, constituent entities of the Russian Federation and municipalities are not liable for the obligations of the Company, just as the Company is not responsible for the obligations of the Russian Federation, constituent entities of the Russian Federation and municipalities.
1.11. The Company's participants are not liable for its obligations and bear the risk of losses associated with the company's activities, within the limits of the value of their shares.
1.12. Participants of the Company who have not fully paid for their shares bear joint liability for the obligations of the Company to the extent of the value of the unpaid portion of the share of each participant.
1.13. To check and confirm the correctness of the annual accounting (financial) statements, the Company has the right, and in cases provided for by law, is obliged to annually engage an auditor who is not connected by property interests with the Company or its participants (external audit). Such an audit can also be carried out at the request of any of the Company's participants.
1.14. The Company undertakes to comply with the requirements of the Regulations on Military Registration, approved by Decree of the Government of the Russian Federation of November 27, 2006 N 719.
1.15. The Company ensures the maintenance and storage of a list of Company participants in accordance with the requirements of the Federal Law “On Limited Liability Companies” from the moment of state registration of the Company.

2. Types of activities of the company

2.1. The Company has civil rights and bears civil responsibilities necessary to carry out any types of activities not prohibited by federal laws, unless this contradicts the subject and goals of the Company's activities.
2.2. The purpose of the Company's activities is to satisfy the social needs of legal entities and individuals for work, goods and services and to make a profit.
2.3. The subject of the Company's activities is [indicate the main direction of the Company's activities].
2.4. The company carries out the following types of activities: (indicate the types of activities in accordance with the All-Russian Classifier of Types of Economic Activities that the company intends to carry out)
2.5. The Company may engage in certain types of activities, the list of which is determined by federal law, only on the basis of a special permit (license).
2.6. If the conditions for granting a license to carry out a certain type of activity provide for the requirement to carry out such activity as exclusive, the Company during the validity period of the license carries out only the types of activities provided for by the license and related types of activities.

3. Authorized capital of the company

3.1. The authorized capital of the Company is made up of the nominal value of the shares of its participants.
3.2. The size of the authorized capital of the Company is ________________ (amount in figures and words) rubles.
3.3. The size of the share of a member of the Company corresponds to the ratio of the nominal value of his share and the authorized capital of the Company.
The actual value of the share of a Company participant corresponds to a part of the value of the Company's net assets, proportional to the size of his share.
3.4. The founder of the Company must pay in full his share in the authorized capital of the Company within four months from the date of state registration of the Company.
3.5. If at the end of the second or each subsequent financial year the value of the Company's net assets turns out to be less than its authorized capital, the Company, in the manner and within the time period provided for by the Federal Law, is obliged to increase the value of its net assets to the amount of the authorized capital or register a decrease in the authorized capital in the prescribed manner.
If the value of these assets of the Company becomes less than the minimum amount of authorized capital determined by law, the Company is subject to liquidation.
3.6. An increase in the authorized capital of the Company is permitted after its full payment.
3.7 An increase in the authorized capital of the Company may be carried out at the expense of the Company’s property, and (or) at the expense of additional contributions of a member of the Company, and (or) at the expense of contributions from third parties accepted into the Company.
3.8. The Company has the right, and in cases provided for by Federal Law, is obliged to reduce its authorized capital.
3.9. A member of the Company has the right to make contributions to the property of the Company. Contributions to the Company's property are not contributions to the authorized capital of the Company and do not change the size and nominal value of the participant's share in the authorized capital of the Company.

4. Rights and obligations of a company participant

4.1. A member of the Company has the right:
4.1.1. Participate in managing the affairs of the Company in the manner established by this charter and the Federal Law.
4.1.2. In cases and in the manner provided for by the Federal Law and the Charter of the Company, receive information about the activities of the Company and get acquainted with its accounting and other documentation in the manner prescribed by the Charter;
4.1.3. Distribute the Company's profits.
4.1.4. In the event of liquidation of the Company, receive part of the property remaining after settlements with creditors, or its value.
4.2. A member of the Company has other rights provided for by the Civil Code of the Russian Federation, Federal Law and the Charter of the Company.
4.3. A member of the Company is obliged to:
4.3.1. Make contributions to the authorized capital of the Company in the manner, in amounts, in the ways provided for by the Federal Law and the decision on the establishment of the Company, and contributions to other property of the Company.
4.3.2. Make decisions without which the Company cannot continue its activities in accordance with the law.
4.3.3. Do not commit actions known to cause harm to the Company;
4.3.4. Not to perform actions (inaction) that significantly complicate or make it impossible to achieve the goals for which the Company was created.
4.4. A member of the Company also bears other responsibilities provided for by the Federal Law and the Charter of the Company.

5. Transfer of the share of a company participant in the authorized capital of the company.
Withdrawal of a company participant from the company

5.1. A member of the Company has the right to sell or otherwise alienate his share or part of the share in the authorized capital of the Company to third parties.
5.2. Shares in the authorized capital of the Company pass to the heirs of citizens and to the legal successors of legal entities that were members of the Company
5.3. The transfer of the share of a Company participant to another person entails the termination of his participation in the Company.
5.4. The withdrawal of the sole participant of the Company from the Company is not allowed.

6. The highest body of society

6.1. The supreme body of a limited liability company is the general meeting of company participants. Due to the fact that the Company’s participant is one person, it assumes the functions of the general meeting of participants.
6.2. The competence of the sole participant of the Company includes:
1) determination of priority areas of the Company’s activities;
2) making decisions on the Company’s participation in associations and other unions of commercial organizations;
3) approval and amendment of the Charter of the Company, including change in the size of the authorized capital of the Company;
4) formation of the executive bodies of the Company and early termination of their powers, as well as the adoption of a decision on the transfer of powers of the sole executive body of the Company to a manager, approval of such a manager and the terms of the agreement with him;
5) election and early termination of powers of the [audit commission/auditor] of the Company;
6) approval of annual reports and annual balance sheets;
7) distribution of profits and losses of the Company;
8) approval (acceptance) of documents regulating the internal activities of the Company (internal documents of the Company);
9) making a decision on the placement by the Company of bonds and other issue-grade securities;
10) appointment of an audit, approval of the auditor and establishment of the amount of payment for his services;
11) making a decision on the reorganization or liquidation of the Company;
12) appointment of a liquidation commission (liquidator) and approval of liquidation balance sheets;
13) creation of branches and opening of representative offices of the Company;
14) approval of transactions in which there is an interest;
15) approval of major transactions;
16) resolution of other issues provided for by the Federal Law or the Charter of the Company.

7. Sole executive body of the company

7.1. The sole executive body of the Company is (General Director, President, etc.), who is appointed by the sole participant of the Company.
7.2. The term of office of the sole executive body is _____________________________________.
7.3. (General Director, President, etc.) Companies:
1) without a power of attorney, acts on behalf of the Company, represents its interests and makes transactions;
2) issues powers of attorney for the right of representation on behalf of the Company, including powers of attorney with the right of substitution;
3) issues orders on the appointment of employees of the Company, on their transfer and dismissal, applies incentive measures and imposes disciplinary sanctions;
4) ensures compliance of information about the participants of the Company and about their shares or parts of shares in the authorized capital of the Company, about shares or parts of shares owned by the Company, with the information contained in the unified state register of legal entities and notarized transactions for the transfer of shares in the authorized capital Societies about which the Society became aware;
5) exercises other powers not included in the competence of the General Meeting of Participants of the Company by the Federal Law and the Charter of the Company.
7.4. The company has the right to transfer, under an agreement, the exercise of powers of its sole executive body to the manager.

8. Distribution of company profits

8.1. The net profit of the Company is paid to the participant (quarterly, once every six months, once a year)
8.2. The term and procedure for paying part of the distributed profit of the Company are determined by the decision of the sole participant of the Company.
8.3. The Company does not have the right to make a decision on the payment of profit to a member of the Company:
- until full payment of the entire authorized capital of the Company)
- before payment of the actual value of the share or part of the share of a participant in the Company in cases provided for by the Charter of the Company and the Federal Law;
- if at the time of making such a decision the Company meets the signs of insolvency (bankruptcy) in accordance with the Federal Law on Insolvency (Bankruptcy) or if the specified signs appear in the Company as a result of such a decision;
- if at the time of such a decision the value of the Company’s net assets is less than its authorized capital and reserve fund or becomes less than their size as a result of such a decision;

8.4. The Company does not have the right to pay profit to a member of the Company, the decision to pay which was made:
- if at the time of payment the Company meets the signs of insolvency (bankruptcy) in accordance with the Federal Law on Insolvency (Bankruptcy) or if the specified signs appear in the Company as a result of payment;
- if at the time of payment the value of the Company’s net assets is less than its authorized capital and reserve fund or will become less than their size as a result of payment;
— in other cases provided for by federal laws.
Upon termination of the circumstances specified in this paragraph, the Company is obliged to pay profit to the Company participants, the decision on the distribution of which among the Company participants has been made.

9. Funds and net assets of the company

9.1. The company creates a reserve fund in the amount of [fill in what is required].
9.2. [indicate other funds created by the company and their sizes].
9.3. The value of the Company's net assets is determined based on accounting data in the manner established by the federal executive body authorized by the Government of the Russian Federation.
The Company is obliged to provide any interested party with access to information about the value of its net assets in the manner established by this charter for familiarization of the Company's participants with the Company's documents.
9.4. The Company's annual report must contain a section on the state of the Company's net assets, which indicates:
1) indicators characterizing the dynamics of changes in the value of the net assets and authorized capital of the Company for the last three completed financial years, including the reporting year, or, if the Company has existed for less than three years, for each completed financial year;
2) the results of an analysis of the reasons and factors that, in the opinion of the sole executive body of the Company, led to the fact that the value of the Company’s net assets was less than its authorized capital;
3) a list of measures to bring the value of the Company’s net assets in accordance with the size of its authorized capital.
9.5. If at the end of the second or each subsequent financial year the value of the Company's net assets turns out to be less than its authorized capital, the Company, in the manner and within the time period provided for by the Federal Law, is obliged to increase the value of its net assets to the amount of the authorized capital or register a decrease in the authorized capital in the prescribed manner. If the value of the Company's net assets becomes less than the minimum amount of authorized capital determined by law, the Company is subject to liquidation.

10. Storage of company documents and provision of information by the company

10.1. The company is obliged to keep the following documents:
— decision to establish the Company;
— other decisions related to the creation of the Company;
— Charter of the Company, as well as changes made to the Charter of the Company and registered in the prescribed manner;
— a document confirming the state registration of the Company;
— documents confirming the Company’s rights to property on its balance sheet;
— internal documents of the Company;
— regulations on branches and representative offices of the Company;
— documents related to the issue of bonds and other issue-grade securities of the Company;
— lists of affiliated persons of the Company;
— conclusions of the audit commission (auditor) of the Company, auditor, state and municipal financial control bodies;
— decisions of the sole participant of the Company;
— other documents provided for by federal laws and other legal acts of the Russian Federation, the Company’s charter, internal documents of the Company, decisions of the sole participant of the Company and the executive bodies of the Company.
10.2. The Company stores these documents at the location of its sole executive body.
10.3. The Company is obliged to provide the Company's participants with access to the judicial acts available to it on a dispute related to the creation of the Company, its management or participation in it, including rulings on the initiation by an arbitration court of proceedings in the case and the acceptance of a statement of claim or statement to change the basis or subject previously filed claim.
10.4. The Company, at the request of a Company participant, is obliged to provide him with access to the specified documents. Within three days from the date of presentation of the corresponding request by a member of the Company, the specified documents must be provided by the Company for review at the premises of the executive body of the Company. The Company, at the request of a member of the Company, is obliged to provide him with copies of these documents. The fee charged by the Company for the provision of such copies cannot exceed the cost of their production.

11. Branches and representative offices of the company

11.1. The company can create branches and open representative offices.
11.2. A branch of the Company is its separate division, located outside the location of the Company and performing all or part of its functions, including the functions of a representative office.
11.3. A representative office of the Company is its separate division, located outside the location of the Company, representing the interests of the Company and protecting them.
11.4. The branch and representative office of the Company are not legal entities and act on the basis of the provisions approved by the Company. The Company provides the established branches and representative offices with property.
11.5. The heads of branches and representative offices of the Company are appointed by the Company and act on the basis of its power of attorney.
11.6. Branches and representative offices of the Company carry out their activities on behalf of the Company that created them. The Company is responsible for the activities of the branch and representative office of the Company.
11.7. The Company has established branches: __________________________________________ (branch address).
11.8. The Company has established representative offices: ________________________ (address of the representative office).

12. Reorganization and liquidation of the company

12.1. The company may be reorganized or liquidated voluntarily by decision of its sole participant.
Other grounds for the reorganization and liquidation of the Company, as well as the procedure for its reorganization and liquidation, are determined by the Civil Code of the Russian Federation and the Federal Law.
12.2. The company has the right to transform into a joint-stock company, business partnership or production cooperative.

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, you also need a legal address. 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 leaving 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.