The correct procedure for drawing up the minutes of the general meeting of participants of the LLC. II. Requirements for registration of details of the minutes Rules for numbering the minutes of the general meeting

The organization pays dividends by drawing up protocols general meeting participants. How to correctly number the protocols, start the numbering anew every year, or can it be done through? And if the organization does not pay dividends, what threatens it?

There are no special requirements for the numbering of protocols and decisions in the law. This will not affect the validity of the document. Start numbering from the beginning of the year, or continue the existing one, the organization decides on its own. The numbering rules can be enshrined in the charter of the LLC, then they will be binding.

The source of payment of dividends is the net profit of the organization, the expenditure of which occurs only by decision of the owners of the organization. Accordingly, the founders have the right not to make decisions on the payment of dividends, the organization is not responsible for this.

The rationale for this position is given below in the materials of the System Glavbukh.

Failure to comply with the requirements for the design and content of the decision of the general meeting of participants, in conjunction with other circumstances, often becomes the basis for canceling the decision of the meeting. The company's lawyer needs to ensure that in the event of a corporate conflict, the decision made could not be invalidated.

Requirement for registration of the protocol

The decision of the general meeting of participants is documented in the minutes of the general meeting of participants.

General requirements for the content and execution of the minutes of the general meeting of participants have not been established.

The law contains some indications only for certain cases, in particular for the decision by which the participants approve a major transaction or a transaction with an interest.

In this regard, the protocol can be drawn up in a free form in compliance with the requirements provided for in individual cases.

The requirements for the execution of the minutes of the general meeting of shareholders are established in federal law dated December 26, 1995 No. 208-FZ “On Joint Stock Companies” (hereinafter referred to as the JSC Law) and in section 5 of the Regulation on additional requirements for the procedure for preparing, convening and holding a general meeting of shareholders, approved.

Based on these requirements, the minutes of the general meeting of participants must indicate the following:

full company name and location of the company;
type of meeting (annual or extraordinary);
the form of holding the general meeting - "meeting" (the law also allows holding an extraordinary meeting in the form of absentee voting without the actual gathering of participants);
the date of the meeting;
the address where the meeting is held;
meeting agenda;
start and end time of registration of persons entitled to participate in the meeting;
the opening and closing times of the meeting;
the number of votes held by the persons entitled to participate in the general meeting on each issue of the meeting agenda;
the number of votes possessed by the persons who took part in the meeting on each issue of the agenda of the meeting, indicating whether there was a quorum for each issue;
the number of votes cast for each of the voting options ("for", "against" and "abstained"), for each item on the agenda of the meeting for which there was a quorum;
the wording of the decisions taken by the meeting on each item on the agenda of the meeting;
the main provisions of the speeches and the names of the speakers on each issue of the agenda of the meeting;
chairman and secretary of the meeting;
the person who counted the votes;
date of the protocol.

Protocol signature

The law does not establish who should sign the minutes of the general meeting of shareholders.

Usually, the minutes of the general meeting of participants in an LLC are signed by the chairman and secretary of the meeting, by analogy with the minutes of the general meeting of shareholders (clause 1, article 63 of the JSC Law). However, in this case, there is a risk that the company will not be able to document the fact of participation in the meeting of a particular participant if, some time after the meeting, he decides to challenge the decision in judicial order and will declare that he did not attend the meeting or voted against decision.

To reduce the risk of contesting the decision, it is possible to collect the signatures of all participants present on the minutes of the general meeting, although the law does not oblige to do this. At the same time, it should be taken into account that the minutes of the meeting may not be made immediately after the meeting, in addition, the participant may refuse to sign it.

Even more effective can be the use of ballot papers. This will completely exclude the possibility of a participant to refer to the fact that he voted in a different way or did not take part in the meeting at all. The mandatory procedure for voting by ballots can be provided for in the Regulations on the General Meeting of Participants.

Vladislav Kuznetsov

leading expert of the JCC "Sistema Lawyer"

S. V. Karulin

General Counsel of JSC "Reestr"

Vladislav Dobrovolsky

PhD in Law, Head of Corporate Practice at Yakovlev & Partners Law Group (in 2001-2005 - Judge of the Moscow Arbitration Court)

Regarding the payment of dividends

Documenting

In an LLC, the decision to spend net profit is drawn up in the minutes of the general meeting of participants (clause 1, article 28, clause 6, article 37 of the Law of February 8, 1998 No. 14-FZ). There are no mandatory requirements for the minutes of the general meeting of LLC participants in the legislation. But there are details that are better to specify. This is the number and date of the minutes, place and date of the meeting, agenda items, signatures of the participants.

An example of the minutes of the general meeting of participants in an LLC. Decision to spend net profit on dividend payments

The charter of LLC “Trading firm “Germes”” stipulates that the organization pays dividends quarterly. According to the results of the 1st quarter of 2011, the net profit of Hermes amounted to 50,000 rubles. At the general meeting of participants, which took place on April 18, 2011, it was decided to allocate this entire amount for the payment of dividends. The decision was taken unanimously. Based on the results, the minutes of the general meeting of participants were drawn up.

In a joint stock company, the minutes of the general meeting of shareholders are drawn up. It differs from the minutes of the general meeting of participants in an LLC in that it is drawn up in two copies and has mandatory details. They are listed in paragraph 2 of Article 63 of the Law of December 26, 1995 No. 208-FZ and paragraph 5.1 of the Regulation approved by the Decree of the Federal Securities Commission of Russia of May 31, 2002 No. 17 / ps.

In companies created by a single founder, minutes of general meetings are not drawn up (, clause 3, article 47 of the Law of December 26, 1995 No. 208-FZ). Directions for spending net profit are determined by the sole founder by his written decision *.

S.V. Razgulin

Deputy Director of the Department of Tax and Customs Tariff Policy of the Ministry of Finance of Russia

Organizations can pay the founders (participants, shareholders) part of the profits quarterly, once every six months or once a year (clause 1 of article 42 of the Law of December 26, 1995 No. 208? FZ,).

Source of payments

The source of payment of dividends is the net profit of the organization (profit after taxation) (, clause 1, article 28 of the Law of February 8, 1998 No. 14-FZ) *. Joint stock companies must determine this indicator according to the financial statements (). There is no such legal requirement for an LLC. However, representatives of the tax service recommend relying on the data of the Report on financial results to all organizations (letters of the Ministry of Taxation of Russia dated March 31, 2004 No. 22-1-15 / 597, the Ministry of Taxation of Russia for Moscow dated October 8, 2004 No. 21-09 / 64877). The indicator of net profit is reflected in the line Net profit (loss) of this form of financial statements.

An example of determining the amount of dividends due to members of the company

The authorized capital of Alfa CJSC is 40,000 rubles. A.V. Lvov owns 60 percent of the organization's shares, and Hermes Trading Company LLC holds 40 percent. The organization pays dividends quarterly.

According to the Statement of Financial Results for the 1st quarter, Alpha's profit after tax (net profit) amounted to 50,000 rubles. The participants decided to allocate 40 percent of this amount for the payment of dividends.

The total amount of dividends is:
50 000 rub. ? 40% = 20,000 rubles.

Of this amount, Lvov is due:
20 000 rub. ? 60% = 12,000 rubles.

Hermes is due:
20 000 rub. ? 40% = 8000 rubles.

Situation: Is it possible to pay dividends from the profits of previous years

Yes, you can.

The source of payment of dividends is the net profit of the organization. Neither civil nor tax laws establish restrictions on the period of formation of net profit, which is the source for the payment of dividends. This follows from the Tax Code of the Russian Federation,

3. Article:What the founder can do with the company's money and what not

Question number 5. In what case can the founder receive money in the form of dividends?

Dividends are the company's profits that the founders can distribute among themselves. Therefore, you can receive money as dividends only when the company operates without loss. The personal income tax rate on dividends is 9 percent.

If the company has no profit for the past year or at least a quarter, but has retained earnings from previous years, you can use it to pay dividends. Of course, provided that this does not lead to a state in which the payment of dividends is prohibited. And that's when it's banned.

Dividends cannot be paid if the net assets of the company are less than the authorized and reserve capital. The last two indicators are in the balance sheet. And net assets are calculated using a special formula. Roughly speaking, this is all current and non-current assets of the company minus its liabilities. All these indicators are also in the balance sheet.

Let's say the company is making a profit. Value net assets also allows you to pay dividends. To receive them, the founders will have to hold a general meeting of participants and make a decision to distribute the earnings.*

Question number 6. How often can I receive dividends?

The frequency of dividend payments must be specified in the company's charter. At the same time, the legislation allows paying dividends no more than once a quarter. If the founders want to exercise this right, but the charter specifies a longer period, then first you need to amend the charter. The decision on this must be taken unanimously at the general meeting of participants. Perhaps the founders want to receive dividends every month. From a legal point of view, this is impossible. However, nothing prevents the company from transferring the already distributed amounts to the founders not immediately, but by 1/3 every month.

Meetings of participants and fixing their results

The supreme body of LLC, in accordance with the provisions of Part 1 of Art. 32 of the law "On companies with limited liability” dated February 8, 1998 No. 14-FZ (hereinafter - Federal Law No. 14), is the general meeting of its participants.

It decides:

For all powers within its competence by virtue of law.
On issues related to its jurisdiction by the charter of the organization.

By virtue of h. 1 Article. 32 of the Federal Law No. 14, decisions can be made both at the regular and at the extraordinary meeting. At the same time, it is unacceptable to consider during the meeting issues that were not originally included in the agenda.

The only official document confirming the fact of holding meetings, fixing the issues considered at them and the decisions taken on them, is, in accordance with Part 6 of Art. 37 FZ No. 14, protocol. Keeping minutes of the general meeting of participants in an LLC must be organized by the executive (collective or sole) body of the organization.

Protocol content requirements

The legislation does not establish requirements for the minutes of the general meeting of participants in an LLC, however, Art. 181.2 of the Civil Code (hereinafter referred to as the Civil Code of the Russian Federation) regulates the issues of decision-making at meetings of an LLC.

By virtue of this rule, the following information is included in the minutes of the meeting or the sole decision of a company member:

date and time of the beginning and end of the meeting of the supreme body of the LLC;
an indication of the place where the meeting is held;
information about the members of the company who came to the meeting;
agenda and decisions taken on the identified issues;
information about the members of the counting commission;
information about those who voted against on a particular issue, if the entry of such data is necessary due to the requirements of the organization.

The above requirements are mandatory, therefore they must be included in any minutes of the general meeting, without any exceptions.

In addition to the statutory requirements, the corporate document in question, in accordance with business practices, must contain:

features that individualize it (for example, serial number);
information about the persons who spoke at the meeting (the main speaker, the participants who spoke and asked questions);
distribution of votes (for, against and abstained);
the result of the voting (the decision was made, the proposal was rejected, etc.);
signatures of authorized persons.

Protocol form, notarial certificate

Civil Code of the Russian Federation in paragraph 3 of Art. 181.2 it is determined that the form of the minutes of the general meeting of participants in an LLC must be in writing . However, by virtue of sub. 3 p. 3 art. 67.1 of the Civil Code, in order to confirm the holding of such a meeting and the fact that a decision has been made on a specific issue (the results of voting on it), a notarization of the minutes may be required.

In full, if we proceed from the letter of the law, notarization of the minutes of general meetings of an LLC is not carried out. Only verified:

the fact of adoption of a decision by the general meeting;
list of participants present at a particular meeting.

However, due to the fact that the specified information is included in the protocol as its constituent parts, in practice it is the expression “certify the protocol” that is used. At the same time, the participants of the company can avoid the need to fulfill the obligation to certify the protocol with a notary by specifying a different method of certification in the charter of the organization or by making an appropriate unanimous decision of all participants.

Don't know your rights?

Civil Code of the Russian Federation in sub. 3 p. 3 art. 67.1 allows the following methods:

Signing of the protocol by all participants.
Signing of the document by a part of the participants who took part in the meeting.
By applying technical means fixation (in practice video recording is often used).

The norm does not limit this list, indicating that another method that does not contradict the law can be used, which makes it possible to unambiguously establish the fact of a decision.

The requirement under sub. 3 p. 3 art. 67.1 of the Civil Code of the Russian Federation and in relation to those companies that have a single participant, which is directly indicated by the Federal Notary Chamber in its letter dated 09/01/2014 No. 2405 / 03-16-3.

More details on the issue under consideration can be found in the article “Notarization of the minutes of general meetings of an LLC”.

Individualizing features and numbering

The practice of civil law relations has developed in such a way that official documents (especially corporate ones) must have individualizing features. This also applies to the minutes of general meetings.

These signs include:

Numbering of the minutes of the general meeting of LLC participants.
Indication of the dates of formation and signing of each document.

The specified details allow you to identify a particular protocol, which simplifies the procedure for conducting office work. In addition, par. 2 hours 6 art. 37 of the Federal Law No. 14 states that all protocols must be filed in a common book, extracts from which may be requested by LLC participants at any time. The legislation does not contain any other requirements for the procedure for storing protocols.

Who signs the minutes of the general meeting of LLC participants?

The answer to the question under consideration is given in paragraph 3 of Art. 181.2 of the Civil Code of the Russian Federation, according to which the protocol must be signed:

meeting chairman;
meeting secretary.

At the same time, on the basis of paragraph 5 of Art. 37 of the Federal Law No. 14, the chairman may be one of the participants in the LLC, who is elected as such after the opening of the meeting and before the start of consideration of the main issues on the agenda.

The election of the chairman of the meeting is carried out by the person opening the meeting, which, in accordance with clause 4 of the said norm, may be:

sole executive body;
chairman of the collegiate management body of the company;
chairman of the board of directors;
auditor;
auditor;
a member of the company from among the initiators of the meeting.

Rules for sending the protocol to participants

The person who kept the minutes of the general meeting of participants in the LLC, in accordance with par. 3 p. 6 art. 37 of the Federal Law No. 14, is obliged to send a copy of it to all participants in the organization. This norm has a 10-day period for fulfilling the requirement to send.

Sending the finished protocol is carried out in accordance with the following requirements:

Sent by registered mail.
It is sent to the registration address of each participant.

If any additional or other requirements are specified in the charter of the LLC regarding the procedure for sending copies of the minutes, they are applied. So, as an alternative, delivery of the document on purpose, using courier service etc.

So, the protocol is a confirmation of the meeting and fixes the fact of the adoption of certain decisions. The document has a simple written form and is subject to certification by a notary or otherwise, established by the charter or by the decision of all participants. At the same time, it must have individualizing signs (number and date), be signed by the person presiding at the meeting and the secretary of the meeting, and then sent to the LLC participants within 10 days.

Minutes of the general meeting of LLC participants. Design rules

The minutes of the general meeting of participants in an LLC are an extremely important document. The requirements for compiling an OSU protocol are not fixed at the legislative level, however, the customs of business turnover and office work dictate certain rules for its compilation.

Mandatory record keeping

Firstly, the minutes of the meeting of LLC participants is a mandatory document confirming the very fact that the meeting was held (and the obligation to hold and the number of mandatory meetings per year is regulated by law and, in some cases, by the Charter of the company).

Secondly, it is in the protocol form that all decisions on the activities of the enterprise are drawn up.

The minutes of the general meeting of the LLC are kept at the enterprise and must be provided for review to any member of the company at his first request.

As a rule, the director of the enterprise is appointed responsible for keeping the protocols, which must be reflected in his job description.

What is reflected in the protocol

The minutes of the general meeting of LLC participants are kept by the secretary of the meeting or the chairman of the GMS.

The protocol reflects:

date and time of the beginning of the meeting;
OS type;
quorum and OS legitimacy;
OS agenda;
speeches (abstract) of the participants, questions, discussions, additions;
voting results on certain issues;
decisions taken by the OSU.

The minutes of the general meeting of participants in an LLC are signed by all members of the company or the chairman of the meeting and the secretary. The protocol is stitched with obligatory page numbering, sealed with the seal of the enterprise.

It should be noted that the OS protocol may not contain a list of all participants personally, but in this case, a registration sheet for participants must be an obligatory annex to it, indicating their passport data and the personal signature of each of them. The registration sheet is drawn up in free form and stitched along with the protocol.

Another option would be to keep a log. In this case, the pages of the magazine are numbered, stitched and sealed with the company's seal. The period of storage of such a journal is not limited by any normative act.

It is also recommended to keep a record of the work of the counting commission. The counting commission itself is elected by the decision of the meeting, consisting of a chairman and at least one member of the commission. The protocol is signed by the chairman and filed together with the OS protocol.

To regulate all important points in the procedure for keeping minutes, it is recommended to develop and implement a "Regulation on the procedure for keeping minutes of OS", which fixes the procedure for compiling, amending, appealing, storing protocols. Such a provision is approved by the head of the enterprise or submitted for discussion by the OS (extremely rare).

All OS protocols must be kept until the liquidation of the company, and then transferred to the archive for storage.

One participant - how to draw up a protocol?

But what if there is only one member in the LLC? Is keeping minutes obligatory or is it enough to draw up the participant's decisions? The law does not make an exception for such societies. The protocol of the general meeting of participants in an LLC in form and content in this case does not differ in any way from the protocol with a large number of participants.

I would also like to note that the protocol is only technical way registration of participants' decisions. Therefore, in the event of a litigation, it will be legally competent to recognize that the decision, and not the minutes of the annual meeting of LLC participants, does not comply with the law. However, shortcomings in the protocol may become grounds for declaring decisions illegal.

Comments

Numbering decisions of a single participant

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Documentation rules

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__________________________________________________ (full name of the company) Decision of the sole participant of the limited liability company "________________" on the issue of changing the location<1>_____________ "___"__________ ____ Sole member Limited Liability Company "____________", hereinafter - the Company: - _____________________________________________________________________ (name, PSRN, TIN / KPP, address of the legal entity - participant) represented by __________________________________________________________________________ (Full name of the representative and the document on the basis of which he acts) ( or: ____________________________________________________________________) (full name, address, passport data, TIN of an individual) Decided: 1. Change the location of the Company from ____________________________________ to ________________________________ by "___" __________ ____. (old address) (new address) 2.

Signing / certification of the minutes of the meeting of the founders of the LLC (at the place of stitching)

Introduce the following amendments to the Charter of the Company: 1) _________________________________________________________________; (content of amendments to the articles of association related to the change of location 2) _________________________________________________________________. (addresses), including when changing the name locality, street names, house numbers) 3. Instruct the general director (director, etc.): a) submit documents for state registration changes in the Charter of the Company<2>; b) notify the tax authority, extra-budgetary funds of the change in the location of the Company; c) early termination of lease agreements for premises, land plots; d) sell property not subject to transportation; e) transport the necessary property; f) inform the employees about the change in the location of the Company and about their rights under Labor Code RF; g) fulfill obligations to contractors and employees in cases provided for by law; h) purchase (and/or: lease) at the new location of the premises for the following purpose: _____________________________________________; (production, office, etc.) i) organize the activities of the Company at a new location before "___" __________ ____.

<1>According to Art. 39 of the Federal Law of 08.02.1998 N 14-FZ "On Limited Liability Companies" in a company consisting of one participant, decisions on issues related to the competence of the general meeting of participants in the company are taken by the sole participant of the company individually and are drawn up in writing.

According to paragraphs. 2 p. 2 art. 33 of the Federal Law of 08.02.1998 N 14-FZ "On Limited Liability Companies", the competence of the general meeting of participants in the company includes changing the charter of the company.

<2>According to paragraph 2 of Art. 4 of the Federal Law of 08.02.1998 N 14-FZ "On Limited Liability Companies" the location of the company is determined by the place of its state registration.

Comments:

Change of LLC founder

The change of the founder of an LLC can be carried out without the involvement of specialized law firms. This process occurs at the request of the founder and by the decision of the participants in the company. In accordance with regulations current legislation There are several ways to change the composition of an LLC.

Suggested in this article step-by-step instruction change of the founder of LLC in 2018 should help our readers in this matter.

Who can leave an LLC?

Any of the founders has the right to withdraw from the company. In this case, the following conditions must be observed:

participant's desire to leave;
the presence of such a possibility in the constituent documents (Article 26 of the Federal Law No. 14 “On Limited Liability Companies” and Article 94 of the Civil Code of the Russian Federation).

Please note that the law says that any of the founders of an LLC has the right to withdraw from the company, but there may be restrictions in the Charter. For example, when creating a society, the participants agreed that in the first year of its existence they would not leave it. Thus, none of the participants is entitled to claim their share during this period of time.

How to formalize the withdrawal of a participant from the LLC?

If there are no restrictions in the founding documents of an LLC, then a participant can withdraw from the company at any time.

The procedure for withdrawing a member from the LLC is as follows:

1. An application for withdrawal is drawn up and submitted to the General Director.
2. The accountant calculates the amount of the share of the departing participant (it must be paid no later than 3 months). The interest due to the participant can be returned with property (according to clause 6.1, article 23 of the Federal Law No. 14).
3. At the meeting, the shares are redistributed among the participants.
4. Changes are made to the statutory documents.
5. Changes in connection with the exit of the participant are registered (but not later than in a month).

To withdraw from the LLC, the consent of other members of the company is not required, unless otherwise provided in the Articles of Association.

When changing the founder of a limited liability company, the procedure will be different.

Step-by-step instructions for withdrawing a participant from an LLC are available here.

How to change the composition of an LLC?

There are several ways to change the founder of an LLC. In each case, the step-by-step instructions for changing the founder of an LLC in 2018 will be different. There are the following options for changing the founder of an LLC:

when a participant withdraws, his interest in the capital is transferred to the LLC and sold to a third party (or redistributed among the remaining participants in the company);
the retired participant sells (donates or bequeaths) his share to a third party;
a new member appears, and the former founder leaves the LLC;
increase authorized capital due to the fact that the new member is part of the LLC.

How to deal with the share?

Each of the participants in the LLC has the right to sell its share, unless otherwise provided in the Articles of Association. As a result of a successful transaction, the founders of the company change.

If a member of an LLC decides to sell his share, then he proceeds as follows:

1. Informs the other participants of the company about the sale of its part in writing. At the same time, each member of the LLC has a pre-emptive right to purchase a share.
2. If the participants refuse to purchase a share, a certified waiver of the pre-emptive right to purchase the participant's share is drawn up.
3. If the participant who sells his share is legally married, then it is necessary to obtain the consent of the spouse to sell the share. The same documents will be required from the buyer.
4. With a package of documents, the seller and the buyer apply to the notary. The seller provides constituent documents that confirm his right to a share in the authorized capital of the LLC.
5. The notary certifies the share purchase and sale transaction. Within three days, he sends a notification to the registration authority with a request to amend the Unified State Register of Legal Entities.

The participant can sell his share in the authorized capital only if it is paid in full. If the share is not paid in full, then you can sell a certain percentage of the share. Alternatively, the transaction can be carried out after the full payment of the cost of the share.

In a situation where a participant sells a share to one of the LLC members, notarization is not required.

Upon completion of the share purchase and sale procedure, a meeting of founders is organized. During the meeting, they draw up a Protocol on amendments to the Charter, which must be registered.

Entering a new member

The legislation of the Russian Federation allows an LLC to have one member who cannot withdraw from the company. What to do in this case?

The owner is selling the business. In this case, the procedure has much in common with the above procedure. A notary must draw up a contract of sale. The owner transfers his enterprise free of charge. The transaction is notarized. In addition, a decision is made sole founder about the change of founder.

When introducing a new member to an LLC, the following procedure is performed:

1. The participant submits an application addressed to the General Director and indicates in it the amount of the future share.
2. A decision is made to accept a new member of the LLC and increase the authorized capital of the company.
3. New member contributes the required amount to the LLC.
4. All changes are made to the constituent documents of the company, after which they are submitted to the state. registration.
5. Within three days after registration in tax office serve:

charter of the company (as amended);
decision to change the composition of the LLC;
new Extract from the Unified State Register of Legal Entities;
documents confirming the existence of a legal entity;
a notarized application form Р14001;
receipt for payment of state duty.

Now there are two members in the LLC. One founder may leave the company after completion of the exit procedure.

When changing LLC participants, it is necessary to make appropriate changes to the statutory documents, register and submit to the tax office.

Dismissal of the head and his exit from the LLC

Very often, one of the founders of an LLC acts as a manager. But it may happen that this person wants to leave society, which means that he must be fired according to the law. Consider how the change of CEO occurs.

The procedure goes like this:

1. The participant applies for withdrawal from the LLC, and the head - for dismissal - the same person draws up these two documents.
2. New leader writes a job application (the process of introducing a new member to an LLC is discussed above).
3.

The correct procedure for drawing up the minutes of the general meeting of participants in the LLC

A general meeting is held, at which a decision is made to change the directors. No changes are made to the founding documents.
4. Within three days, the following package of documents is submitted to the registration authority: copies of the passports of the managers and their (related to the LLC); copies of constituent and registration documents; extract from the Unified State Register of Legal Entities; application in the form P14001; application in the form P13001; meeting minutes.
5. Conduct an inventory, and the old head transfers the affairs to the new head of the LLC.
6. The dismissal order is issued by an employee of the personnel department. AT work book of the former head, a corresponding entry is made.
7. C CEO sign a new contract.

You should also send a notice of changes to the LLC to the bank.

also interesting:

In addition, there is a specific case established by law, when the sole founder of an LLC is obliged annually, from March to June, to make a decision based on the results of the previous year regarding the distribution of net profit and approval annual report and balance sheet.

If you are going to become the sole founder of an LLC or your already fully functioning enterprise requires amendments to the charter, then you should start all steps to achieve these goals precisely from the execution of the decision of the sole founder (participant). At the legislative level, a specific form is not fixed, and an exhaustive content for registration is not established. this decision. However, in order to avoid misunderstandings with the tax authorities, certain strict rules should be followed when drawing up a decision, one of which is its structure.

The structure of the decision of the sole founder of the LLC must necessarily contain the following elements: a header, the direct text of the decision, a footer (certification of the decision).

Requirements for the content of the decision of the sole founder of LLC

Let's consider the design of each of the elements of the solution in more detail, using the example of the abstract Rick LLC, which will be opened in Moscow.

1. Hat.

the word "Decision", located in the middle of the document and written with a capital letter;
the text “of the sole founder on the creation of a limited liability company”, while the type of company is written in full, and not using the abbreviation LLC;
the name of the company, necessarily enclosed in quotation marks;
the date of the decision is on the right side of the document, the place of conclusion is on the left side.

Solution header template

2. Decision.

Since the decision itself is a consequence of various phenomena occurring in the life of an LLC, such as registration, liquidation, amendments to its charter, summing up the results of the year, then, accordingly, the text of the decision will have different options. However, it must contain the required sections:

Information about the applicant, which begins with the text "I".
Next, information about the sole founder (participant) is entered.

But depending on the fact, whether it is an individual or a legal entity, different data will be displayed:

For an individual, the sole founder, you should enter your full name, passport details in full, registration address in full with a postal code.
The name of the legal entity is entered in full, legal address in full, TIN, OGRN, KPP, as well as information about the head of the organization or other representative by proxy, made in a format similar to the previous paragraph.

The enumeration of these data should be completed with the following text: “made a decision” or “I make a decision”, after which a colon should be put.

Thus, the introductory part of our example with a single founder - an individual, Mr. Ivanov, will look like this:

After such an introduction, a complete list of the points adopted in the decision should be placed, each of which should be placed under a separate number on a new line. Each of these items should answer only one question “what to do?”, capitalized and ended with a period.

An example of the text of the decision:

Create Limited Liability Company "Rick".
Approve the full company name in Russian: Limited Liability Company "Rik".
Approve the abbreviated corporate name in Russian: Rick LLC.
Approve the location of the company: 125187, Moscow, st. Festivalnaya, 71, office 304.
Approve the charter of the Limited Liability Company "Rik".
Determine the authorized capital in the amount of 10,000 (ten thousand), pay 100% of the authorized capital in cash within 4 months from the date of registration of the company.
The size and nominal value of the share of the founder of the company Ivanov Ivan Ivanovich in the authorized capital shall be determined in the following order:
- a share in the amount of 100% of the authorized capital of the company with a nominal value of 10,000 rubles.
To appoint Ivanov Ivan Ivanovich as the general director, the passport of the citizen of the Russian Federation 2814 No. 014682 issued by the department of the Federal Migration Service of Russia for the mountains. Moscow in the Krylatskoye district on August 20, 2012, subdivision code 690-008, registered at the address: 125187, Moscow, st. Festivalnaya, 71, apt. 34, with a term of office of 5 years (the term must be specified in strict accordance with the charter, no more, no less).

3. Certification of the decision (basement).

If all the items in the list are already listed, then we can assume that the text part of the decision of the sole founder is completed. After it, an indent is made and the following possible options are displayed on a separate line on the left side of the document: "Founder" or "Sole participant", or "Founder's signature".

Below, also on the left side of the document, the full name of the sole founder should be entered. If it is a legal entity, then the head of the founding organization or a representative acting on the basis of a power of attorney will sign the decision.

Solution certification template:

You should definitely know that the decision of the sole founder does not require additional ways of certifying it, including notarial ones. The main thing that this document corresponded to the above structure, had no distorted data, corrections and errors. The decision of the sole founder to establish an LLC is attached to the full package of documents and submitted to the tax authorities.

Here everything is standard and quite clear with the design. In this case, you should know a few legal subtleties that help not to make mistakes:

Subtleties in the decision of the sole founder of an LLC

The design of this section is limited to the presence of four lines in it:

The minimum UK LLC must have a size of at least 10,000-00 rubles. At the same time, the minimum amount of the authorized capital can be paid only in cash. The authorized capital in excess of 10,000 can be paid with property having a monetary value based on the report of an independent appraiser. Now the entire amount of the authorized capital can be paid within 4 months from the date of registration of the LLC.
Some types of LLC activities have a minimum capital threshold higher than 10,000-00 rubles. The entire list of regulated areas of activity is available in our service after registration.
The text part of the solution does not allow any kind of blots, data distortions and corrections. Only generally accepted abbreviations of passport data "district", "city", "st." etc. The abbreviation "OOO" is also possible. It is allowed to indicate the name of the LLC and on any foreign language or the language of the peoples of the Russian Federation, if necessary.
If the decision has more than one sheet, then it should be numbered, stitched, fastened and signed on the back by the sole founder.

Options for formalizing the decision of the sole founder

Change of LLC address.
Liquidation of LLC.
Approval of a major deal.
Extension of authoritiesChange of the LLC name.
Creation of an LLC.

The document is no longer valid or canceled

Order of the Ministry of Construction of Russia dated December 25, 2015 N 937 / pr "On approval of the Requirements for the execution of minutes of general meetings of owners of premises in apartment buildings and the Procedure for transferring copies of decisions and minutes of general meetings of owners of premises in ...

II. Requirements for registration of details of the protocol

general meeting

5. Name of the document - minutes of the general meeting of owners of premises in apartment building.

6. The date of the minutes of the general meeting is the date of drawing up the minutes, which must correspond to the date of summing up (completion of the counting of votes) of the general meeting.

7. The registration number of the minutes of the general meeting is the serial number of the general meeting during the calendar year.

8. The address where the in-person meeting was held or the address where the written decisions of the owners of premises in an apartment building were transmitted in the form of in-person and absentee voting is indicated as the place of the general meeting. In the case of using the state information system housing and communal services (hereinafter - the system) during the general meeting, the address of the apartment building is indicated as the place of the general meeting. As the date of the general meeting, if it lasted several days, the start date and end date of the general meeting shall be indicated. The place and date of the general meeting indicated in the minutes must correspond to the address and date indicated in the notice of the general meeting.

9. The heading to the content part must contain the address of the apartment building, the type of general meeting (annual, extraordinary) and the form of its holding (in-person, absentee, in-person and absentee voting).

11. The introductory part of the minutes of the general meeting includes the following information:

a) about the initiator of the general meeting: for legal entities, the full name and main state registration number (hereinafter - OGRN) of the legal entity is indicated in accordance with its constituent and registration documents; for individuals the surname, name, patronymic (if any) are indicated in full in accordance with the document proving the identity of the citizen, the number of the premises owned by the individual and the details of the document confirming the ownership of the specified premises;

b) about the person presiding at the general meeting, the secretary of the general meeting, the persons who counted the votes, except for the case when the issue of electing these persons is included in the agenda of the general meeting;

c) about the persons who took part in the general meeting (hereinafter referred to as those present) and invited to participate in it (hereinafter referred to as invited);

f) on the total area of residential and non-residential premises in an apartment building;

g) on the agenda;

h) on the presence or absence of a quorum of the general meeting.

12. Information about the persons present at the general meeting is indicated after the word "Participants" and includes:

A) for individuals - the last name, first name, patronymic (if any) of the owner of the premises in the apartment building and (or) his representative (in case of participation in the general meeting), indicated in accordance with the identity document of the citizen, the number of the premises in the apartment building , the owner of which is an individual and the details of the document confirming the ownership of the said premises, the number of votes owned by the relevant person, the name and details of the document certifying the authority of the representative of the owner of the premises in the apartment building (in case of participation in the general meeting), the signature of the indicated persons ;

b) for legal entities - the full name and PSRN of the legal entity in accordance with its constituent and registration documents, the name and details of the document confirming the ownership of the premises in an apartment building, the number of votes owned by the relevant person, last name, first name, patronymic (if presence) of a representative of a legal entity, indicated in accordance with the document proving the identity of the citizen, the name and details of the document certifying the authority of the representative of the legal entity, the signature of this person.

13. If there are more than fifteen persons present at the general meeting, information about them can be drawn up in the form of a list in which information about those present is indicated in accordance with paragraph 12 of these Requirements, which is a mandatory annex to the minutes of the general meeting. In this case, in the minutes of the general meeting, after indicating the total number of those present, the note "The list is attached, Appendix N ____" is made.

14. Information about the persons invited to participate in the general meeting is indicated after the word "Invited" and includes:

a) for individuals - the last name, first name, patronymic (if any) of the person or his representative (in case of participation in the general meeting), indicated in accordance with the document proving the identity of the citizen, the name and details of the document certifying the authority of the representative of the owner of the premises in the multi-apartment house (in case of participation in the general meeting), the purpose of participation of this person in the general meeting and his signature;

b) for legal entities - the full name and PSRN of the legal entity in accordance with its constituent and registration documents, the last name, first name, patronymic (if any) of the representative of the legal entity, indicated in accordance with the document proving the identity of the citizen, the name and details of the document certifying powers of a representative of a legal entity, the purpose of participation of this person in the general meeting and his signature.

15. The text of the main part of the minutes of the general meeting consists of the agenda and separate sections according to the number of issues on the agenda of the general meeting. The agenda of the general meeting shall indicate the issue or issues that are the subject of consideration at the general meeting in accordance with the notice of the general meeting. If there are several questions, they are numbered and arranged in the order of discussion.

16. Items on the agenda of the general meeting must be formulated as precisely and clearly as possible, reflect the essence of the issues under discussion and avoid ambiguous interpretation. If the wording of the issue on which the decision is made at the general meeting is provided for by law Russian Federation, the appropriate wording is indicated in the protocol. It is not allowed to include the item "Miscellaneous" in the agenda of the general meeting, as well as to combine issues of different content in one wording. If the subject of the issue included in the agenda is the consideration of any document, the full name and details of this document are indicated.

17. The text of the minutes of the general meeting is stated in the third person plural ("listened", "spoke", "decided", "decided").

18. The text of each section of the minutes of the general meeting consists of three parts:

a) part 1 - "HEARD", which indicates the surname, name, patronymic (if any) of the speaker, number and wording of the issue in accordance with the agenda, summary speech or a link to a document attached to the protocol containing the text of the speech. The number and wording of the issue in accordance with the agenda is put down before the word "HEARD";

b) Part 2 - "PROPOSED", which indicates a summary of the proposal on the issue under consideration, which will be decided and voted on. At the same time, the proposal is formulated extremely precisely, clearly, must reflect the essence of the issue under discussion and not allow double interpretation. If the wording of the issue on which the decision is made at the general meeting is provided for by the legislation of the Russian Federation, the corresponding wording shall be indicated in the minutes;

c) part 3 - "DECIDED (RESOLVED)", which indicates the decisions taken on each issue of the agenda, expressed in the words "for", "against" or "abstained" indicating the number and wording of the issue in accordance with the agenda, the number votes cast for the various voting options. The decision may contain one or more items, each of which is numbered.

19. Mandatory annexes to the minutes of the general meeting are:

a) a register of owners of premises in an apartment building containing information about all owners of premises in an apartment building indicating the last name, first name, patronymic (if any) of the owners - individuals, the full name and PSRN of legal entities, numbers of premises belonging to them, and details of documents, confirming the ownership of the premises, the number of votes owned by each owner of the premises in an apartment building;

b) a notice of a general meeting, drawn up in accordance with paragraph 5 of article 45, paragraph 4 of article 47.1 of the Housing Code of the Russian Federation (Sobranie zakonodatelstva Rossiyskoy Federatsii, 2005, N 1, art. 14; 2014, N 30, art. 4264; 2015 , N 27, item 3967, N 48, item 6724), on the basis of which the general meeting is held;

c) a register of delivery to owners of premises in an apartment building of messages about holding a general meeting, containing information about the owners of premises in an apartment building (representatives of owners) to whom messages were sent, and the method of sending messages, the date they were received by owners of premises in an apartment building (representatives of owners), except for the case in which the decision of the general meeting provides that the notice of the holding of the general meeting is placed in the premises of this house, determined by such a decision and accessible to all owners of premises in this house;

d) a list of owners of premises in an apartment building who were present at the general meeting, containing information about the owners of premises in an apartment building (representatives of owners), provided for

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