Sample extract from the list of participants ooo. A sample of filling out an extract from the list of participants of the LLC Certificate of the composition of the participants of the LLC: a sample document, an extract from the list of founders as a separate document

In accordance with paragraph 1 of Art. 31.1 federal law dated February 8, 1998 No. 14-FZ “On companies with limited liability”(hereinafter - the Federal Law on LLC), the organization maintains a list of its participants indicating information about each of them, the size of its share in the authorized capital of the company and its payment, as well as the size of the shares owned by the company, the dates of their transition to the company or acquisition by the company. Thus, when compiling a list, it is not difficult to determine its content, that is, first of all, information should be indicated in it:

  • about the participant (full name / name of the legal entity, address of the place of residence / location, passport data / registration data, etc.);
  • on the size of the participants' shares (as a percentage), indicating whether the share has been paid;
  • on the amount of shares owned by the company, indicating the date of their transfer / acquisition by the company.

However, this list may include additional information at the discretion of the management of the organization, for example, information:

  • on the nominal value of each share;
  • on encumbrance of shares, if any, etc.

Information about the participants and the size of their shares are entered into the list on the basis of the information that the participants themselves provided to the company in accordance with paragraph 3 of Art. 31.1 of the Federal Law on LLC, for example, by filling out a special sheet or questionnaires. Approved document form, which the participant must provide in such a case to the society, as well as the forms of the list of participants itself, does not exist. In this regard, the company can independently develop and approve the forms of such documents (see Example 1).

Obligation to maintain a list of participants assigned by law to sole executive agency societies(CEO, President, etc.). But they usually believe that "this is not a general's occupation", because delegate this responsibility to a specialist preschool services or a lawyer(see paragraph 4 of the order from Example 1).

Example 1

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From what date should the list of participants be maintained?

Clarifications were given by the Presidium of the Supreme Arbitration Court of the Russian Federation in an information letter of March 30, 2010 No. 135 “On some issues related to the application of Article 5 of the Federal Law of December 30, 2008 No. 312-FZ “On Amendments to Part One of the Civil Code Russian Federation and certain legislative acts of the Russian Federation” with reference to paragraph 1 of Article 31.1 of the Federal Law on LLCs as amended by Law No. 312-FZ:

  • LLC is obliged to ensure the maintenance and storage of the list of participants from the moment of its state registration ;
  • but LLCs established before 07/01/2009 are required to maintain a list of participants only from that date. Therefore, after July 1, 2009, such companies begin maintaining this list by entering all the necessary information into it as of that date. Entering into such a list of information about changes in the composition of the company's participants and the size of their shares that took place from the date of state registration of the company until 07/01/2009 is not required.

In the article, we show you examples of paperwork in a situation where the organization was registered on 01/10/2014 and at that time it had several founders, but later (02/25/2014) their composition partially changed, after which the list of LLC participants was compiled again (namely such a document is shown in Example 3).

If the list is missing

In accordance with paragraph 1 of Art. 50 of the Federal Law on LLC, the company is obliged to store, among other things, internal documents, which include a list of participants in the company. Thus, for the absence of a list of participants, the company may be held administratively liable under Part 2 of Art. 13.25 Administrative Code of the Russian Federation:

Document Fragment

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Code of the Russian Federation on Administrative Offenses (CAO RF).
Part 2 of Article 13.25 "Violation of the requirements of the legislation on the storage of documents"

Non-fulfillment by a limited (additional) liability company or a unitary enterprise of the obligation to store documents that are provided for by the legislation on limited liability companies, on state and municipal unitary enterprises and regulatory legal acts adopted in accordance with it and the storage of which is mandatory, as well as violation of the established order and terms of storage of such documents -

entails the imposition of an administrative fine on officials in the amount of 2,500 to 5,000 rubles; for legal entities - from 200,000 to 300,000 rubles.

How to make a list?

Let's see what duty the legislator imposes on the sole executive body (see the verbatim quote of paragraph 2 of article 31.1 of the Federal Law on LLC).

Document Fragment

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Clause 2 of Article 31.1 “Maintaining a List of Company Members” of Federal Law No. 14-FZ of February 8, 1998 (as amended on December 29, 2012, as amended on July 23, 2013) “On Limited Liability Companies”

The person exercising the functions of the sole executive body of the company, unless another body is provided for by the charter of the company, ensures that the information about the participants in the company and about their shares or parts of shares in the authorized capital of the company, about the shares or parts of shares owned by the company, corresponds to the information contained in the unified state register legal entities, and notarized transactions for the transfer of shares in the authorized capital of the company, which became known to the company.

In most cases, it is the manager who signs the list of participants, thus confirming the compliance of the information indicated in the list with the information in the Unified State Register of Legal Entities and other transactions with shares.

Although the manager usually does not independently deal with the preparation of the list, but delegates this responsibility to a lawyer or clerk who is an executor for this issue. As a rule, the list is maintained by such a specialist in in electronic format. And if necessary (after the initial registration and then after each change is made), the list is printed and certified by the signature of the head and the seal of the company.

In Example 3, we show a sample list of participants in an LLC. If it is quite voluminous, then if it is necessary to provide information to third parties, you can make an extract from it (see Example 4 - the extract differs from the original list in that in its table we have provided data for only one LLC participant, as well as in the design of the details that are highlighted orange fill).

When making a copy, the original is photocopied in its entirety and a certification inscription of the following content is drawn up on the copy:

Example 2

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Example 3

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Example 4

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If the list (or its copy, or an extract from it) has more than one page, then it (it) must be stitched properly and on the back of the document, at the stitching point, stick a small piece of paper with the inscription: "Stitched and numbered __ sheets." Next, put down the date of certification of the stitching, as well as the signature of the head and the seal of the organization so that they partially go on the glued sheet, and partially are on the last sheet of the stitched document (see Example 5).

It is rational to make the certification inscription below the signature on a one-page extract (as shown in Example 4 - highlighted in orange under the number 1) or on a one-page copy (as shown in Example 2). If the copy turned out to be multi-page (this happens less often with an extract), then you can not force the manager to sign twice (when certifying the copy on the front side and then stitching it on the back), but include all the necessary text in a sheet pasted on the stitching, which the manager will confirm once with his signature (see Example 6).

Example 5

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Example 6

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How to regulate?

An organization can define the procedure for maintaining a list of participants in a local regulatory act (regulation, regulation, procedure, etc.), for example, as follows:

Example 7

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About list assignment

Simultaneously with the imposition of the obligation to maintain a list of participants in the company, the law abolished the obligation to indicate in the charter of the company information about the size and nominal value of the share of each participant. I must say that this innovation has significantly facilitated the life of the LLC, since now, each time you change participants, you will not have to make appropriate changes to the charter. This just explains the need to maintain a list in order to streamline information about each member of the company and the amount of his share in the authorized capital. This list, in fact, is a kind of internal document of the company, which is provided to participants or other persons upon relevant requests. In addition, information from the list can be used to compile a list of participants general meetings providing them with the necessary information in accordance with the law.

For comparison: in joint-stock companies, for example, there is a register of shareholders, the procedure for maintaining and storing which is established by the legislation on joint-stock companies and the market valuable papers. However, there are fundamental differences between the list of LLC participants and the register of JSC shareholders.

table

Differences between LLC and JSC regarding the list of their owners

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In accordance with paragraph 3 of Art. 31.1 of the Federal Law on LLC, each member of the company is obliged to inform the LLC in a timely manner about changes in information about his name / title, place of residence / location, as well as information about his shares in the authorized capital of the LLC. If a member of an LLC fails to provide information about a change in information about itself, the LLC shall not be liable for the losses caused in connection with this. Also pay attention to section 4 of the Regulations from Example 7 - it correlates with the norms of the LLC Law.

With regard to the form of notification, the law does not provide for it, but only states that the participant must again provide the person authorized to maintain the list with a completely completed participant questionnaire. At the same time, in case of changing the name (full name), the participant must also present the original or provide a notarized copy of the document confirming the fact of such a change. And in the event of a change in information about his shares in the authorized capital, he has the right to notify the LLC about this, attaching the relevant documents along with a notary in the manner prescribed by paragraph 15 of Art. 21 of the Federal Law on LLC.

How long to keep the list?

The LLC Law only states that the company is obliged to store it from the moment of state registration without specifying the procedure and period of storage.

Now let's turn to the "List of typical managerial archival documents ...":

Document Fragment

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List of typical managerial archival documents generated in the course of activities government agencies, organs local government and organizations, indicating the periods of storage (approved by the order of the Ministry of Culture of 25.08.2010 No. 558)

Thus, you need to keep a list of LLC participants constantly:

  • as electronic document in the information system of the organization;
  • v paper form- a document signed by the head and certified by the seal (after each change, a new version of the list must be printed out and drawn up in accordance with all the rules) in a special cabinet along with the constituent and registration documents of the organization.

In any case, the main thing is to ensure its availability to the participants of the company, since, according to paragraph 1 of Art. 8 of the Federal Law on LLC, they have the right to receive information about the activities of the company and get acquainted with its accounting books and other documentation in the manner prescribed by its charter. It is assumed that the list of participants refers in this case to "other documentation".

The formation of a list of participants in an LLC can occur at any stage of the organization's activities. This document is information about all participants in the LLC, the distribution of shares in the authorized capital of the organization, as well as those shares that belong to the company. This also includes information about the entry-exit of participants, the movement of shares, etc.

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Document Role

The goals of creating a list of LLC participants can be very different - ranging from notifying company members about holding general meetings and distributing profits between them to a confirming function (including the fact that this citizen or organization is a member of the company).

List of "founders" or "participants"

There is a small but important nuance in the name of the document: the list should not concern the founders, but the members of the company. The difference between them is that founders- these are persons or organizations that made the decision to create a society and actively participated in this process. A participants are considered to be entities that became part of the company in the course of its further activities.

Other sources of information about LLC (in terms of participants)

Information about the founders and participants of the LLC can be obtained not only from the list compiled by the company itself, but also from the Unified State Register of Legal Entities.

The state register contains a complete and detailed information on the activities of each organization registered in Russia, including limited liability companies.

Who is eligible to be a member of an LLC

In accordance with the legislation of the Russian Federation, a member of an LLC may be individual, having or not having the citizenship of our country, as well as a legal entity registered or unregistered in the territory of the Russian Federation (with some exceptions).

The receipt or transfer of a share can also be carried out in various ways:

  • directly at the formation of society;
  • acquisition of a share or shares as a result of the execution of purchase and sale transactions;
  • through inheritance;
  • by transferring a share to the company due to the withdrawal of one of the participants.

What documents are the list based on?

The main documents that certify the right of the subject to the share of a participant in a limited liability company are - share transfer agreements(notarized) and extracts from the Unified State Register of Legal Entities.

Who creates and maintains the list

Compiling and maintaining a list of participants in an LLC may be the responsibility of one of its participants, or official functions any of the employees: legal adviser, secretary, etc.
In any case, this should be a person who has gained access to the company's constituent papers, who knows how to use the state register (information from which is publicly available) and who has an idea of ​​​​how to form this document.

How to make a list of participants sample

To date, there is no strict unified form for the list of LLC participants, i.e. representatives of organizations and enterprises have every right to draw up this document in any form or, if the organization has a developed and approved template, according to its model. There are only two conditions that must be met without fail: in its structure, the list form must comply with certain office work standards, and in content it must include a number of specific data.

In the "cap" document, it is necessary to indicate its name, the name of the company, the list of participants of which is being compiled, the date of formation of the form.

Then in the main part some details need to be given:

  • full and abbreviated name of the organization;
  • date and number of state registration;
  • legal address (all this and further information must be provided in full accordance with the constituent documents of the company);
  • information about the authorized capital and changes associated with it;
  • data on the number of participants (registered and retired);
  • information about the shares owned by the company.

Next part The list is usually formed in the form of a table. It includes:

  • participant status (individual/legal entity);
  • Full name (if we are talking about a citizen) / name (if we are talking about an enterprise);
  • passport data (series, number, date, place of issue) / data on the legal entity (TIN, KPP, OGRN, etc.);
  • address (place of residence according to the passport) / location (legal);
  • Contact Information;
  • the size of the share in the authorized capital (specific amount and percentage);
  • information about the alienation of shares to third parties.

Final part The document concerns the shares owned by the company and their movement. It is also presented in the form of a table. At the end, the form is signed by the director of the organization (it can be either one of the participants in the company or an employee).

Subtleties and nuances in the design of the form

The design of the list, as well as its content, can be arbitrary: the document can be printed on a computer or handwritten on the company's letterhead or on a regular sheet of any convenient format (better, of course, A4 letterhead).

Only one rule must be observed unchanged: the list must be certified by the “live” signature of the director of the organization or the person acting as his/her duties (in this case, the use of facsimile autographs is unacceptable).

The need to put a seal on a document arises only when the norm for the sighting of papers with the help of stamp products is enshrined in the internal regulatory legal acts of the enterprise.

The list of participants in a limited liability company is compiled in one original copy, but if necessary, you can make in the right amount and its certified copies.

Information about the formation of the list is entered into a special register, and if the list is required for presentation to any third-party institution, it is also entered into the journal of outgoing documentation.

Since 2009, the LLC has been entrusted with the responsibility of maintaining a list of participants. At the same time, neither the number of founders, nor the prescription of existence legal entity.

However, after several years, not all of these organizations duly fulfill the relevant requirements, and their leaders have difficulty imagining the content of the document in question.

Purpose of the list and legislative regulation of its maintenance

The list of participants is an internal act of the company containing all the basic and relevant information about its participants in different periods of the organization's activities.

The main provisions containing an indication of the need for this document are present in Article 31.1 of the Federal Law "On Limited Liability Companies". However, this norm is quite meager, therefore, in many organizations, especially large ones, it is proposed to introduce internal local act, which would fix the basic rules for the formation of the list and the provision of relevant information.

so document can be created in the form of instructions, regulations, regulations, etc.

Legislative regulation the issues of maintaining the list of participants are quite limited, because only the basic requirements for its content are established, the rules of registration are not fixed. This allows each enterprise to develop its own procedure, the most acceptable and expedient.

One of the important points is the definition of its purpose, the purpose of management. Due to the fact that this document contains contains all the main relevant information about the distribution of shares in the authorized capital of the company, as well as their owners, then it is the latter who are the main potential consumers of the relevant information. Also extracts from the list are provided when notarial acts are performed, and in other cases (at the request of banking, auditing and other organizations) both by virtue of law and within the framework of normal business practice.

Rules for maintaining this document

From the moment the Federal Law No. 360 of 07/03/2016 comes into force, at the request of an LLC or one of its participants, a notary enters into the Register of participants in limited liability companies a single information system notaries information about the composition of the organization contained in the List.

The legislation on LLC establishes the following content requirements the list of participants in terms of the information reflected in it. It must include the following information:

  • details of each member of the LLC;
  • information on the size of the share in owned by each participant (founder) and its payment;
  • data on the size of the share owned by the company and the moment of its transfer to the company.

Duty to maintain the list of participants is assigned to the sole executive body of the LLC. At the same time, the absence of any restrictions allows to CEO or another person performing the functions of the sole executive body, delegate his powers to someone (for example, another employee of the LLC - a lawyer, corporate secretary, etc.).

Analysis of regulations organizations maintaining registers allows us to conclude that they establish the procedure for maintaining and creating, the terms for providing personal data by participants, entering them into the information base, the procedure for providing information and forms of relevant documents (questionnaires of participants, extracts, etc.) . However, in LLC one member/founder the creation of such documents, with the exception of extracts, is not advisable.

Due to the fact that the legislative innovation regarding the issue under consideration came into force on 07/01/2009, all LLCs had to start keeping a list from this date. Those organizations that were created after that, perform the corresponding duty from the moment of their own. Documents are formed throughout the life of the company.

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Storage rules

Since the list of LLC participants is, in fact, internal local act legal entity, its storage is carried out in the same manner as for other documents of LLC. The list of participants can be maintained in electronic form, including with the help of special programs, but there must also be a paper version of it.

Taking into account the timing of the maintenance of the list, the storage of all information contained in it is carried out throughout the entire period of activity enterprises.

As already mentioned, the legislator did not set a specific form list of participants. Therefore, each LLC needs to develop its own format or use the developments of other organizations, subject to the main requirement for the content of information in it. In the process of filling out and using the list forms, they can be modified and improved. For example, some organizations take as a basis the regulations for maintaining lists of shareholders, the content of which was developed during the long practice of registrars.

What exactly must be specified in the register (list) of LLC participants? By virtue of the requirements of the law, information about the participants. It should be borne in mind that this information must fully comply with those contained in. Members of an LLC can be both individuals and legal entities.

So parameters of the information they provide different:

  • about participating organization The following information is entered in the Company: name (full and short), number and date of state registration, address (location and actual), contact details (telephone, fax, Email), full name of the head of the executive body, TIN, ;
  • O citizen - Full name, basic passport data (indicating the address of registration).

The sizes of shares are also indicated in accordance with the data contained in the Unified State Register of Legal Entities, as a percentage or as a fraction, and the grounds and dates for acquiring rights in respect of the corresponding shares are also reflected (for example, information about, or about the withdrawal of a participant, or his exclusion, as a result of which LLC acquired the right to a share in the authorized capital). It is advisable to enter information about encumbrances (for example, pledges). In addition, information is reflected on the terms of payment for shares (indicating simply the fact of payment, or the dates of such payment, making contributions).

LLC participants have the right to familiarize themselves with its documents, including the list. They (or their representatives) also have the right to give orders regarding the reflection of information in the register of participants, and if their rights are violated, then protect them in judicial order. Earlier, the Supreme Arbitration Court of the Russian Federation developed a position that can be followed in resolving issues related to the format of participants' requests and providing them with relevant information. For example, allowed to provide not certified copies of the required documents, if the participant does not insist in his application on their certification. However, information from the list of participants is issued through an extract. Therefore, the question of the rules for its design is important.

How to draw up a list of LLC participants in the Yurayt program, see the following video:

Extract

Based on the traditional approach, extract- a certain copy of a part of the documentation that is signed (certified) by authorized persons of the organization, it can be concluded that this is a document that, in terms of structuring the information contained in it, should be similar to the registry itself.

No clearance requirements statements on the letterhead of the organization, but in most organizations it is compiled in this way. And like any outgoing document, it must contain certain details - number, date, name, etc. In addition, the date on which this statement is generated is subject to reflection, and it does not necessarily coincide with the outgoing one. It all depends on the request (requirement) of the person receiving it.

Penalty for violating the maintenance of the list of participants

Overcoming all the bureaucratic difficulties associated with the obligation imposed on the LLC to maintain a register (list) of participants is fully compensated by the fact that, due to the proper fulfillment of obligations, the organization and its officials avoid being held accountable. So the Code of Administrative Offenses of the Russian Federation established sanctions for absence of a list of participants, namely, a fine of 2.5-5 thousand rubles in relation to officials, and 200-300 thousand rubles in relation to organizations.

One of the reasons for making changes to this list is the procedure for a participant to leave the LLC, for more details on this process, see the following video:

An extract from the list of LLC participants - a sample is presented below - reflects necessary information about each founder of the company. In what cases an extract is required and how to issue it correctly, you can find out from our article.

Membership list form. Document maintenance rules

The document captures basic information about the founders. The rules for its compilation and maintenance are established by Art. 31.1 of the Law "On Limited Liability Companies" dated February 8, 1998 No. 14-FZ. However, this legislative act regulates only the basic requirements for what information should be included in the document. Considering that the procedure for registration is not regulated by it, each organization can draw it up in a form convenient for itself.

According to paragraph 1 of Art. 31.1 of Law No. 14-FZ, the list should contain:

  • personal information about each founder;
  • data on the size of the share in the authorized capital owned by each of them, as well as its payment;
  • information about what share and from what period the company owns.

According to paragraph 3 of Art. 31.1 of Law No. 14-FZ, all founders are required to promptly inform the company about changes in personal information that have occurred.

In paragraph 2 of Art. 31.1 of Law No. 14-FZ states that for the maintenance and storage of the document, responsibility is imposed on the sole executive body of the company. However, it is not prohibited to transfer obligations for document management to another person.

Don't know your rights?

List of LLC participants with one founder (sample)

The requirements for maintaining the document are established by each company independently. Thus, the internal regulations of the organization regulate the procedure:

Download list form
  • compiling and maintaining a list;
  • providing participants with their personal data;
  • fixing information;
  • forms for presenting information (questionnaires, extracts, etc.).

Moreover, if the company has only one founder, the preparation of the list is inappropriate (the exception is an extract from the list of LLC participants).

A sample list of participants in an LLC with one founder is possible. The list is kept in a single order, regardless of the number of participants in the company.

Certificate on the composition of LLC participants: a sample document, an extract from the list of founders as a separate document

The certificate reflects the information contained in the list of LLC participants. The law does not impose requirements on the rules for its design. A sample reference is available at the link. The main condition for compiling a document is to record all the data specified in the list.

An extract is a copy of a certain part of the list of participants in the company, certified by an authorized person. There are no separate requirements for the design of this document; its structure is actually similar to that of a certificate.

A sample extract from the membership of an LLC can be downloaded.

Thus, the correct maintenance of the list of founders of the company and the timely provision of extracts from it at the request of interested parties are important in the work of the organization. Samples of all reviewed documents can be downloaded from the links provided in the article.

 

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