Limited Liability Company Formation Agreement. Memorandum of Association for the establishment of LLC sample contract, download. What is a memorandum of association

Agreement on the establishment of an LLC with two founders 2018 | Download sample

We are preparing a memorandum of association for LLC 2018, which includes two or more founders.

Limited Liability Company Formation Agreement Is an agreement between the founders of the company. Since 2009, the contract does not apply to and is not submitted to the tax office for registration of an LLC, but it still needs to be concluded.

You can download the Memorandum of Association of LLC in pdf format below. Download the sample absolutely free!

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Organization Establishment Agreement

The point is not only that such a duty is established by law (Art. 89 of the Civil Code of the Russian Federation and Art. 11 No. 14-FZ "On LLC"), but also in the practical value of this document:

An agreement on the establishment of an LLC with two or more founders confirms the intention of the parties to create a company and start activities aimed at making a profit.
They no longer include information about the participants, so you can find out who exactly founded the company from the extract of the Unified State Register of Legal Entities or from the founding agreement. Also remember that the document is written for several participants. Don't be taken as an example.
When a share in an LLC is alienated (sale, inheritance, donation), the contract proves the ownership of a specific participant, on the basis of which the notary draws up the transaction.

Naturally, the sole participant of the LLC should not conclude an agreement, since is the sole owner of the organization's property. You can download the Memorandum of Association further in the text of the article.

Mandatory and additional conditions

The law defines the following mandatory terms of the agreement by which the parties agree to establish a company:

Date and place of detention (locality).
Information about the founders of the organization. For individuals, you must indicate the full name, details of the identity document, address of the place of residence. If the founder is a legal entity, then the full company name, legal address, main identifying codes (TIN, KPP, OGRN), information about the person who acts on his behalf, and the details of the document confirming the authority are provided.
Information about the organization being created: full corporate name and location or full legal address at which the head of the company will be located (sole executive body). The legal address of an LLC can be either an office space or a registration of a director or participant.
The size of the authorized capital of the company. In most cases, the minimum amount of the authorized capital is only 10,000 rubles, but for some types of activities (banks, insurance companies, alcohol producers, etc.), large amounts are established by law. The minimum amount of the authorized capital is paid only in cash, but in addition to this, property contributions are also allowed.
Distribution of shares between the founders in percent or fractions with an indication of their nominal value.
The procedure for making shares. The term for depositing the authorized capital is limited to 4 months from the date of registration. There are no administrative or tax sanctions for violation of this period, however, the parties to the agreement can make a condition on the responsibility of the founder for delay.

In addition, the owners of the firm have the right, by mutual agreement, to specify additional conditions that they consider important. This can be the procedure for approval of the charter, election of executive bodies, distribution of expenses for the creation of an LLC, the appointment of a person responsible for registration, etc. An agreement on the establishment of an LLC with two or more parties is concluded in writing and signed by all founders.

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Memorandum of Association - an agreement concluded between the founders of a legal entity. The document prescribes the rights and obligations of the founding parties, goals, procedures for conducting activities, and its organization. The agreement serves as an official document testifying to the decision of the founders to create a legal entity and establish the types and procedures for activities during its existence. In the memorandum of association, the procedure for creating a legal entity, the type of its activity, the procedure for reorganization, liquidation, the behavior of the founders in case of unprofitability of the enterprise or incurring losses by the legal entity, profit, etc.

The constituent documents of joint-stock companies without fail prescribe the size of the authorized capital, stipulate issues related to the types of shares, their number, the value of securities, the size and timing of receiving dividends from them.

If an organization, enterprise or other types of legal entity is organized by one person, then there is no need for a memorandum of association.

The main essence of the constituent documents is the establishment of the rights and obligations of the founders. That is, in fact, the constituent agreement is nothing more than a legal act. With its help, all parties participating in the organization of a new enterprise determine the procedure for joint activities, the creation of a legal entity, its further work, reorganization and liquidation if such a need arises.

The founders listed in the memorandum of association in the agreement prescribe the procedure for transferring their own property to the company (legal entity), indicating their own active participation.

The document always prescribes the procedure and conditions for the division of property between the founders, profit, damage, rights.

The constituent documents enter into force immediately after signing by the parties or at another time, if such was specified at the time of drawing up the contract. In limited liability companies, an agreement on the creation of a legal entity is not considered a constituent one.

Thus, the memorandum of association is an agreement concluded between persons intending to create a company, organization or institutions immediately at the time of the creation of a legal entity.

Requirements of the Memorandum of Association

The basis of the memorandum of association is traditionally a partnership agreement. Similar conventions have been used since the days of Ancient Rome. Then they were used for trading or fishing by partnerships.

In accordance with the prescribed requirements of Article 2 52 of the Civil Code of the Russian Federation, the constituent agreement must meet the following requirements:

The document necessarily establishes: the name of the legal entity, its formation, other information, including the procedure for managing the activities of the legal entity in accordance with the law for a specific type of business.
In the memorandum of association of non-profit and unitary organizations, enterprises, the goals and subject of the company's activities are indicated.
Commercial organizations may not prescribe the subject and purpose in the constituent documents, if this is not important by law.
The constituent documents are legal acts that clearly define the obligations of the participants intending to create a legal entity.
The agreement may specify the procedure for withdrawal from one of the founders.
The founders of a legal entity can be both individuals and other legal entities.
The founding documents always contain the name, address of the legal entity, other information about the company, organization or institution, including the management procedure, and others.
The agreement defines the procedure for the distribution of profits and losses.
The document determines the conditions for transferring the property of the founders to the legal entity and the degree of participation in its activities.
The contract stipulates the size of the authorized capital, the responsibility of the participants for non-compliance with the specified rules for making part of it.

The constituent agreement on the manner of implementation has traditionally added to the lists of consensual documents. This is due to the procedure for the commencement of the document, which dates from the date the agreement was reached between the parties.

As for the appointment in the field of management activities, the charter agreement is an organizational and official document.

In the memorandum of association, all legal aspects - drafting, execution, the established procedure for conclusion, entry into force, etc. - are regulated by the state.

The founding agreement is the official document that approves the articles of association of the enterprise. The charter acts as an addition to the current agreement, securing the legal and organizational status of a legal entity.

In the event that a company, organization or institutions are created by one person, the charter is simultaneously a constituent document. There is no need to draw up a memorandum of association.

If one of the founders of the organization is a legal entity, then the constituent agreement on its behalf is signed by its head or a person authorized by him.

A company, institution, organization is officially recognized as established and acquires the status, as well as the rights of a legal entity, only from the moment of state registration of the constituent document.

The creation of a commercial company is a set of measures for the preparation of the necessary documents. Today there is only one statutory document - this is the charter.

But, nevertheless, when creating an LLC, it is necessary to draw up other documentation. Among these documents is the agreement on the establishment of a Limited Liability Company.

Previously, this document was called the "articles of association". In essence, they are the same thing. Such an agreement is issued only if the owner of the company is not the only one. Otherwise, it is unnecessary and meaningless.

Information on the content of the agreement on the establishment of LLC

This article aims to explain how to properly draft and execute this agreement. If it is incorrectly executed, there is a high risk of its invalidation in the future. But first things first.

So, several people decided to open an LLC. A meeting has already been held and the conditions for the formation of the statutory fund and the share of the profit earned in the future have been agreed. Now all this needs to be documented.

The main essence of the agreement is to fix the persons-owners of the Company. Its second role is to determine the order of actions of each of the founders in the process of creating and registering a company.

The next thing that needs to be written in the text of the agreement is the actual size of the authorized capital of the company. There you also need to indicate who, what part of it should contribute. Moreover, it is necessary to indicate the order of making contributions, that is, their sequence. Do not forget about the need to determine the timing of the shares.

Of course, it will be necessary to provide for the case if, for some reason, some co-founder violates the terms of the contract. To do this, indicate responsibility for violations. They are written in a separate section. All requirements should be written clearly (without blurring).

The subject of this type of agreement is the creation and registration of an LLC. If the subject is not specified, then the agreement will be invalid. This document is signed by all co-owners of the newly opened company.

The structure of the agreement on the establishment of LLC

This agreement must be printed on A4 paper. You can select the required required attributes of the document. This is the date of compilation, the city of signing, the name of the document and the presence of a preamble.

The preamble is the introductory part of the text. It lists all participants in the transaction. That is, the last names, first names and patronymics of all co-founders are given.

Then all the terms of the agreement are listed. The text should be divided into sections, and those, in turn, into paragraphs. After the text, it is necessary to provide columns for the signatures of the participants. The number of copies must not be less than the number of co-owners of the Company.

Below is a standard form and a sample agreement on the establishment of an LLC, a version of which can be downloaded free of charge.

full partnership

1. THE SUBJECT OF THE AGREEMENT

1.1. Citizens of the Russian Federation: have agreed to create, in accordance with the current legislation of the Russian Federation, a General Partnership "" (hereinafter referred to as the "Partnership").

1.2. In accordance with the legislation and this agreement, a participant in this full partnership is not entitled to participate in other full partnerships.

1.3. The general partnership "" is a legal entity and builds its activities on the basis of this Memorandum of Association and the current legislation of the Russian Federation.

1.4. Full company name of the partnership in Russian: General partnership "", abbreviated name: PT "".

1.5. The partnership is a commercial organization.

1.6. The partnership has the right, in the prescribed manner, to open bank accounts on the territory of the Russian Federation and abroad. The partnership has a round seal containing its full corporate name in Russian and an indication of its location. The partnership has stamps and letterheads with its name, its own logo and other means of visual identification.

1.7. The partnership is the owner of the property and funds belonging to it and is responsible for its obligations with its own property. The participants have the rights of obligation in relation to the Partnership provided for by the law and the constituent documents of the partnership.

1.8. The participants jointly bear subsidiary liability with their property for the obligations of the partnership.

1.9. The admission of new participants to the partnership is carried out with the consent of all participants in the partnership.

1.10. The location of the partnership is the city.

1.11. The legal address of the partnership is.

2. OBJECTIVES AND SUBJECT OF ACTIVITY

2.1. The objectives of the partnership are to expand the market for goods and services, as well as to generate profit.

2.2. The partnership has the right to carry out any types of activities not prohibited by law, including the subject of the partnership's activities are:

buying and selling wholesale and retail, as well as export and import, perfumery and cosmetic products, knitwear, other consumer goods, as well as food;
organizing and conducting various lectures and seminars, including in the field of nature protection, medicine;
organization of various exhibitions, including exhibitions of medical equipment, new medicines;
purchase, sale and organization of delivery of medicines and medical products to pharmacies, medical institutions and other legal entities and individuals in the manner prescribed by law; - organization of pharmacies;
organization and conduct of training for the administrative and management staff of organizations of various forms of ownership in the field of environmental protection;
agricultural activities, processing and sale of agricultural products;
production of food and other consumer goods;
provision of service, transport, hotel, tourist services, including international and professional tourism;
editorial, publishing, printing activities;
translation activity (translation of texts and oral speech from foreign languages \u200b\u200binto Russian and from Russian into a foreign one);
organization of trips and excursions in Russia and foreign countries;
implementation of export, import, leasing and commodity exchange transactions, as well as other forms and types of foreign economic activity;
purchase and sale of all types of movable and immovable property, goods, machinery and industrial equipment, raw materials and semi-finished products, spare parts and parts, conducting all types of commercial transactions and other legal transactions with property, including real estate;
implementation of various industrial and commercial projects in the Russian Federation and abroad that do not contradict the current legislation and correspond to the objectives of the partnership;
production of software products and software and hardware complexes, creation, development and implementation of databases and software packages for computers;
carrying out research, design and development and implementation work and the provision of related services;
provision of intermediary, dealer, advertising, consulting, marketing and other services to organizations and citizens of the Russian Federation, as well as to foreign firms and citizens;
collection and distribution of commercial and economic information;
implementation of construction, repair, commissioning, installation and other production and design work;
production of building materials;
design, restoration and other decoration work and services;
investment activity in the industrial and social sphere within the country and abroad;
implementation of foreign economic activity in accordance with the established procedure;
other types of activity that do not contradict the current legislation.

2.3. To achieve the goals of its activities, the partnership can acquire rights, bear obligations and carry out any actions that will not contradict the current legislation and this agreement.

2.4. The partnership carries out its activities on the basis of any, with the exception of those prohibited by law, operations, including by:

carrying out work and rendering services on orders of legal entities and citizens, both in Russia and abroad, on the basis of concluded contracts or on an initiative basis on conditions determined by the agreement of the parties;
the supply of products, the performance of work, the provision of services on credit, the provision of financial or other assistance on the terms determined by the agreement of the parties;
participation in the activities of other legal entities by purchasing their shares, making share contributions, except for general partnerships;
creation of joint ventures with foreign legal entities and citizens, in accordance with current legislation;
carrying out joint activities with other legal entities to achieve common goals.

3. LEGAL STATUS OF THE PARTNERSHIP

3.1. The partnership is considered to be created as a legal entity from the moment of state registration.

3.2. In order to achieve the goals of its activities, a partnership has the right to bear obligations, exercise any property and personal non-property rights granted by legislation to general partnerships, on its own behalf, make any transactions permitted by law, be a plaintiff and defendant in court.

3.3. The partnership is the owner of the property acquired in the course of its economic activities. the partnership carries out the possession, use and disposal of the property in its ownership at its discretion in accordance with the goals of its activities and the purpose of the property.

3.4. The property of the partnership is recorded on its independent balance sheet.

3.5. The partnership has the right to use credit in rubles and in foreign currency.

3.6. The partnership is liable for its obligations with all of its assets. The partnership is not responsible for the obligations of the state, but for the debts of the participant, it is allowed to levy execution on the participant's share only if there is a lack of his other property to cover the debts. The state is not responsible for the obligations of the partnership. The participants in the partnership jointly bear subsidiary liability with their property for the obligations of the partnership.

3.7. The partnership can be created independently and jointly with other partnerships, cooperatives, enterprises, institutions, organizations and citizens on the territory of the Russian Federation, organizations with the rights of a legal entity in any legal organizational forms permitted by law, except for the general partnerships specified in clause 1.2, the Partnership may have subsidiaries and dependent partnerships with the rights of a legal entity.

3.8. The partnership can create branches and open representative offices in the territory of the Russian Federation and abroad. Branches and representative offices are established with the consent of all participants and act in accordance with the Regulations on them. The regulations on branches and representative offices are approved by the General Meeting of Participants.

3.9. The creation of branches and representative offices abroad is governed by the legislation of the Russian Federation and the respective states.

3.10. Branches and representative offices are not legal entities and are endowed with fixed and circulating assets at the expense of the partnership.

3.11. Branches and representative offices operate on behalf of the partnership. The partnership is responsible for the activities of its branches and representative offices. The heads of branches and representative offices are appointed with the consent of all participants in the partnership and act on the basis of powers of attorney issued by the partnership. Powers of attorney to the heads of branches and representative offices on behalf of the partnership are issued by the Director of the general partnership or a person replacing them.

3.12. Dependent and subsidiary partnerships on the territory of the Russian Federation are created in accordance with the legislation of the Russian Federation, and outside the territory of Russia - in accordance with the legislation of a foreign state at the location of the subsidiary or dependent partnership, unless otherwise provided by an international treaty of the Russian Federation. The grounds on which a partnership is recognized as a subsidiary (dependent) are established by law.

3.13. Subsidiaries and dependent partnerships are not liable for the partnership's debts, unless otherwise provided by law or contract. The partnership jointly and severally bears subsidiary liability for the obligations of the subsidiary (dependent) partnership only in cases directly established by law or contract.

3.14. The partnership is obliged to compensate the losses of the subsidiary (dependent) partnership, caused through its fault.

3.15. The partnership independently plans its production and economic activities. The conduct of the business of the full partnership is entrusted to three participants - the Directors of the full partnership. The rest of the participants in order to conclude transactions on behalf of the partnership must have a power of attorney from the participants who are entrusted with the conduct of the partnership.

3.16. The performance of work and the provision of services are carried out at prices and tariffs established by the partnership independently.

3.17. The partnership has the right:

in the manner prescribed by law, participate in activities and create in the Russian Federation and other countries business partnerships and other enterprises and organizations with the rights of a legal entity, except for other general partnerships;
participate in associations and other types of associations;
participate in activities and cooperate in any other form with international public, cooperative and other organizations;
purchase and sell products (works, services) of other companies, enterprises, associations and organizations, as well as foreign firms both in the Russian Federation and abroad in accordance with the current legislation;
exercise other rights and bear other obligations in accordance with applicable law.

3.18. The partnership has the right to attract Russian and foreign specialists to work, independently determining the forms, sizes and types of remuneration.

3.19. In order to implement technical, social, economic and tax policy, the partnership is responsible for the safety of documents (management, financial and economic, personnel, etc.); ensures the transfer for state storage of documents of scientific and historical significance to the central archives, in accordance with the list of documents agreed with the association ""; stores and uses personnel documents in accordance with the established procedure.

3.20. To achieve the goals of its activities, the partnership can acquire rights, assume obligations and carry out any actions not prohibited by law. The activities of the partnership are not limited to those specified in the Memorandum of Association. Transactions that go beyond the Memorandum of Association, but do not contradict the law, are valid.

4. FOLDING CAPITAL

4.1. The joint-stock capital of the partnership at the time of establishment is declared in the amount of rubles. All contributions to the pooled capital are monetary.

4.2. The pooled capital is divided into shares, which are distributed as follows:

- rubles, which is% of the joint stock capital of the partnership - shares;
- rubles, which is% of the joint stock capital of the partnership - shares;
- rubles, which is% of the joint stock capital of the partnership - shares;

Total - rubles - 100% of the contributed capital - shares.

4.3. The founders contribute at least 50% of their share in the contributed capital at the time of registration of the partnership by crediting the corresponding amount of money to the current account of the partnership. The rest of the founders contribute within one year after the registration of the partnership.

4.3.1. In case of failure to fulfill the obligation specified in clause 4.3, the participant is obliged to pay to the partnership ten percent per annum from the unpaid part of the contribution and to compensate the losses caused to the partnership.

4.4. The relations of the participants with the partnership and among themselves, as well as other issues arising from the participant's right to a share in the property of the partnership, are regulated by law and this Memorandum of Association.

4.5. The joint-stock capital of a partnership can be formed from the profit from its activities. If necessary, including in cases directly stipulated by law, the contributed capital can be increased both by additional contributions from participants and by profit from the activities of the partnership.

4.6. The decision to increase (decrease) the contributed capital is made by the General Meeting of Participants.

4.7. The reduction of the contributed capital is made in the manner determined by this constituent agreement and current legislation, only after notification of all creditors of the partnership.

4.8. It is not allowed to release a participant in a partnership from the obligation to make a contribution to the contributed capital of the partnership, including by offsetting claims against the Partnership.

5. RIGHTS AND OBLIGATIONS OF THE PARTICIPANTS

5.1. The participant is obliged:

5.1.1. Pay a certain share in the contributed capital within one year after admission to the partnership. Dividends are accrued to the participant from the moment of actual payment of 100% of his share in the pooled capital.

5.1.2. To comply with the terms of the Memorandum of Association, to comply with the decisions of the management bodies of the partnership, adopted within their competence.

5.1.3. Maintain confidentiality on issues related to the activities of the partnership, the list of which is determined by the decision of all participants.

5.1.4. Immediately inform the director about the impossibility to pay for the declared share in the contributed capital.

5.1.5. Protect the property of the partnership.

5.1.6. To fulfill the obligations assumed in relation to the Partnership and other participants.

5.1.7. Provide assistance to the Partnership in the implementation of its activities.

5.1.8. To answer for the obligations of the partnership that arose before the moment of its retirement from the partnership on an equal basis with the remaining participants within two years from the date of approval of the report on the activities of the partnership for the year in which it left the partnership.

5.1.9. He is obliged to answer for the obligations of the partnership that arose before it entered the partnership on an equal basis with other participants, even if he is not a founder.

5.1.10. Coordinate with the rest of the participants the execution on their own behalf in their own interests or the interests of third parties of transactions similar to those that constitute the subject of the partnership.

5.2. The participant has the right:

5.2.1. Participate in the distribution of profits.

5.2.2. Receive, in proportion to its share in the contributed capital, a share of profit (dividends) to be distributed among the participants.

5.2.3. Participate in the management of the partnership.

5.2.4. Receive from the management bodies of the partnership the necessary information on issues related to the activities of the partnership.

5.2.5. Elect and be elected to the management and control bodies of the partnership.

5.2.7. In case of liquidation of the partnership, receive part of the property left after settlements with creditors, or its value.

5.2.8. Appeal in court against the actions of the officials of the partnership, at the request of other participants.

5.2.9. Submit proposals on the agenda of the General Meeting of Participants.

5.2.10. Withdraw from a full partnership, declaring a refusal to participate in the partnership, receive the value of part of the partnership's property in the manner and within the time limits established by this foundation agreement and the law. Refusal to participate in a full partnership, established without specifying a term, must be declared by the participant at least six months before the actual withdrawal from the partnership.

5.2.11. Use other rights granted to participants in partnerships by law.

5.3. Any agreements of the participants of the partnership aimed at limiting the rights of any other participant in comparison with the rights provided by the current legislation are null and void.

5.4. The participants in the partnership have the right of pre-emptive purchase of a share (or part thereof) in the contributed capital of the partnership, sold or otherwise alienated by another participant in proportion to the size of their share. The agreement of the participants in the partnership may provide for a different procedure for exercising the preemptive right to purchase.

5.5. A participant in a partnership has the right with the consent of other participants in the partnership. sell or otherwise cede his share in the joint capital of the partnership or part of it to one or several participants in the partnership or to a third party.

5.6. The share of a participant in the partnership may be alienated until its full payment only in that part in which it has already been paid.

5.7. A participant wishing to sell his share (part of it) submits an application to the directors of the partnership, which must indicate to whom he intends to sell his share (part of it) and the sale price.

5.8. The participant receives the right to alienate his share (its part) to third parties only with the consent of the General Meeting of Participants.

5.9. The consent of the General Meeting of Participants to the acquisition of a participant's share by a third party is the basis for the participant to conclude a purchase and sale transaction for a share or another transaction entailing the transfer of the right to a share in the manner prescribed by law. The conclusion of a sale and purchase transaction (other transaction) is the basis for amending the Memorandum of Association of the partnership in the part that determines the list of participants in the partnership and the size of their shares.

5.10. If the participants in the partnership do not use their preemptive right to purchase within a month from the date of notification of the upcoming sale of the share, the participant wishing to sell his share (part of it) has the right to contact the participants with a written request (request) to consent to the sale of the share by third parties persons. Within one month, the participants must agree to sell the share or refuse such consent. The participants deny the participant the right to sell the share to third parties for reasons of inexpediency for the partnership to involve third parties in the membership or for other reasons.

5.11. If, in accordance with the decision of the participants, the alienation of the participant's share (its part) to third parties is impossible, and the other participants in the partnership refuse to purchase it, the participant has the right to demand from the partnership to conclude an agreement to redeem the share. The cost of a share (its part) is determined by agreement of the parties. If the partnership and the participant are unable to agree on the terms of the redemption of the share, the participant has the right to declare his withdrawal from the participants in the partnership. In this case, he must be paid the cost of a part of the property corresponding to his share in the contributed capital of the partnership in the manner, method and within the time limits provided for by law and this memorandum of association, or property in kind that corresponds to such value.

5.12. In the case of acquisition of a participant's share (its part) by the partnership itself, it is obliged to sell it to other participants or third parties within 6 (six) months after the acquisition in the manner prescribed by law and this agreement, or reduce its share capital in the prescribed manner.

5.13. Shares in the contributed capital of a partnership may be transferred to the heirs of citizens and to the legal successors of legal entities that were participants in the partnership, with the consent of the participants in the partnership. Consent to the transfer is given by the General Meeting of the Partnership Members.

5.14. If the partnership refuses to agree to the transfer of the share to the heir (assignee), the heir (assignee) has the right to demand payment of the actual value of the share or the issue of property for such a value. Payment of the value of the share to the heir (successor) is carried out in the manner, terms and methods established by this constituent agreement for the payment of the value of the share to the participants leaving the partnership. The heir (legal successor) of a participant in a full partnership is responsible for the partnership's obligations to third parties, for which, in accordance with clause 5.1.9 of this agreement, the retired participant would be responsible, within the limits of the property transferred to him.

6. PROCEDURE FOR WITHDRAWAL OF THE PARTICIPANT FROM THE PARTNERSHIP

6.1. A participant has the right to withdraw from the partnership at any time, regardless of the consent of its other participants. At the same time, the participant leaving the partnership must be paid the cost of a part of the property corresponding to his share in the contributed capital in the manner, method and terms established by this foundation agreement and current legislation.

6.2. When leaving the partnership, the participant submits a corresponding written application at least six months before the actual leaving the partnership. The participant's statement is evidence of his withdrawal from the partnership.

6.3. The part of the partnership's property due to the retiring participant or its value is determined according to the balance sheet compiled at the time of its disposal, except for the case of foreclosure on the share of this participant for his own debts

6.4. Payments to outgoing participants begin from the date approved by the decision of the participants, but no later than 10 months after the corresponding decision.

7. MANAGEMENT OF THE COMPANY. GENERAL MEETING OF PARTICIPANTS

7.1. The supreme governing body of the Partnership is the General Meeting of Members. Once a year, the Partnership holds an annual general meeting. The General Meetings of Participants held in addition to the annual ones are extraordinary. The directorate is the sole executive body.

7.2. The exclusive competence of the General Meeting of Participants includes:

7.2.1. Changes and additions to the charter of the Partnership, adoption of a new charter;

7.2.2. Change in the size of the authorized capital;

7.2.3. Reorganization of the Partnership and liquidation;

7.2.4. Appointment of the liquidation commission and approval of the interim and final liquidation balance sheets;

7.2.5. Election of a director, early termination of his powers;

7.2.6. Election of the Audit Commission (Inspector) of the Partnership and early termination of their powers;

7.2.7. Approval of the auditor of the Partnership;

7.2.8. Approval of annual reports, balance sheets, profit and loss accounts of the Partnership, distribution of profits and losses;

7.2.9. Approval of the Regulations on the procedure for preparing and conducting the General Meeting of Participants, determining the procedure for holding the meeting;

7.2.10. Making a decision on the withdrawal from the membership and admitting new members of the Partnership;

7.2.11. Establishing branches and opening representative offices of the Partnership and approving the Regulations on branches and representative offices of the Partnership;

7.2.12. Making decisions on the participation of the Partnership in other organizations, including holding companies, financial and industrial groups and other associations of commercial organizations; The General Meeting of Participants has the right to resolve other issues, if their decision is referred to the competence of the General Meeting by this charter or by law. The resolution of issues related to the exclusive competence of the General Meeting of Participants cannot be transferred to the executive body (General Directorate).

7.3. The general meeting is legally competent if it is attended by participants (representatives of participants) holding more than 50% of the votes of the total number of votes of the participants of the Partnership. All issues are resolved by a majority vote of the number of votes possessed by the participants (representatives of participants) present at the meeting, unless otherwise provided by this charter or law.

7.4. The General Meeting may consider decisions on the issues provided for in clauses 7.2.1, 7.2.2, 7.2.3 if there are participants (their representatives) holding in aggregate at least 3/4 of the shares in the authorized capital of the Partnership. Decisions on the issues provided for in clauses 7.2.1, 7.2.2 are made by a majority of 3/4 of the total number of votes held by the participants (representatives of the participants) present at the General Meeting. The decision on the issue provided for in clause 7.2.3 is taken by the participants (representatives of the participants) present at the General Meeting of Participants - unanimously.

7.5. The meeting is chaired by the Chairman of the General Meeting of Participants, selected from among the participants of the Partnership.

7.6. If a quorum is not collected, the meeting is dissolved. A repeated meeting is appointed no later than 30 days later and is considered competent if there are participants holding at least 30% of the votes of the total number of votes of the Partnership's participants, if all participants have been duly notified of the time, place and agenda of the repeated meeting.

7.7. There should be no more than 15 months between annual meetings.

7.8. Annual General Meetings are convened by the Directorate of the Partnership, which notifies the participants of the Partnership about the appointment of the annual General Meeting of Participants, acquaints the participants with the documents and materials submitted for the decision of the General Meeting, decides on other issues of preparation of the annual General Meeting of Participants. The general meeting of participants is not entitled to make decisions on issues not included in the agenda.

7.9. Extraordinary meetings are convened by the directorate, as well as at the request of the Audit Commission (Auditor) or at the initiative of participants holding in aggregate at least 10% of the votes of the total number of votes of the Partnership participants.

7.10. The Directorate of the Partnership must, within 10 days after receiving the request to convene an extraordinary General Meeting, make a decision to convene or refuse to convene a General Meeting of Participants.

7.11. The decision of the Directorate of the Partnership to refuse to convene an extraordinary General Meeting of Participants at the request of the participants, the Audit Commission (Auditor) may be appealed in court.

7.12. In the event that, within 10 days from the date of presentation of the request by the Auditing Commission (Auditor) or participants holding in aggregate at least 10% of votes of the total number of votes of participants, no decision has been made to convene an extraordinary General Meeting of Participants, or a decision has been made to refuse its convocation, an extraordinary General Meeting may be convened by persons requiring its convocation. All expenses for convening and holding an extraordinary General Meeting shall be borne by the Partnership.

7.13. Participants are notified of the date and place of the General Meeting no later than 30 days before the date of the meeting. The form of notification of participants about the meeting is determined by the General Meeting of Participants.

7.14. Voting at the General Meeting is carried out in a closed (secret) manner, if required by participants holding at least 30% of the votes of the total number of votes held by the participants present at the meeting (representatives of participants). In other cases, all decisions are taken by open vote.

7.15. The participant has the right to apply to the court with a statement to invalidate the decision of the General Meeting, adopted in violation of the current legislation, the constituent agreement or this charter, if the participant was not present at the General Meeting or voted against the decision.

7.16. The powers of a director may be terminated by a court at the request of one or more other participants in the partnership if there are serious grounds for this, in particular as a result of a gross violation by authorized persons of their duties or his revealed inability to reasonably conduct business. On the basis of a court decision, the necessary amendments are made to the memorandum of association.

7.17. The participants in a full partnership have the right to demand in court the exclusion of any of the participants from the partnership by the unanimous decision of the remaining participants and if there are serious reasons for this, in particular as a result of a gross violation by this participant of his duties or his revealed inability to conduct business reasonably.

8. DIRECTORATE OF THE PARTNERSHIP

8.1. The Directorate is the sole executive body of the Partnership.

8.2. The Directorate manages the current activities of the Partnership and resolves all issues that are not attributed by this charter and the law to the competence of other governing bodies of the Partnership.

8.3. The Directorate acts on behalf of the Partnership without a power of attorney.

8.4. Directorate:

considers current and future work plans;
ensures the implementation of plans for the activities of the Partnership;
approves the rules, procedures and other internal documents of the Partnership, with the exception of documents, the approval of which is referred by this charter to the competence of other governing bodies of the Partnership;
determines the organizational structure of the Partnership;
ensures the implementation of decisions of the General Meeting of Participants;
prepares materials, projects and proposals on issues submitted for consideration by the General Meeting of Participants;
disposes of the property of the Partnership within the limits established by the General Meeting of Participants, this charter and current legislation;
approves the staffing tables of the Partnership, branches and representative offices of the Partnership;
hires and dismisses employees;
in the manner prescribed by law, this charter and the General Meeting of Participants, encourages the employees of the Partnership, and also imposes penalties on them;
without a power of attorney represents the Partnership in relations with individuals and legal entities, both in the Russian Federation and abroad;
opens settlement, currency and other accounts of the Partnership in banking institutions, concludes agreements and concludes other transactions, issues powers of attorney on behalf of the Partnership;
approves the contractual tariffs for the services and products of the Partnership;
organizes accounting and reporting;
submits the annual report and balance of the Partnership for approval to the General Meeting of Participants;
makes decisions on other issues related to the current activities of the Partnership.

8.4. A participant (representative of a participant - a legal entity) of the Partnership or any other person who, in the opinion of the majority of the Partnership's participants, has the necessary knowledge and experience, can be elected as a director. the director is elected by the General meeting of the Partnership for a period of 1 year by a simple majority of votes of the members of the Partnership present at the meeting.

8.5. The contract with the director on behalf of the Partnership is signed by one of the members of the Partnership, specially authorized for this by the General Meeting of Members.

8.6. The Directorate issues orders and orders.

8.7. Deputy Directors are appointed by the Directorate in accordance with the staffing table and lead the areas of work in accordance with the distribution of duties approved by the Directorate. Deputy directors, within their competence, act on behalf of the Partnership without a power of attorney. In the absence of a director, as well as in other cases when the directorate cannot perform its duties, its functions are performed by their deputies appointed by them.

8.8. Deputy directors, within the limits of their competence, have the right to conclude contracts, sign orders and orders, send inquiries, letters and responses to them in accordance with the approved distribution of duties.

8.9. The appointment and dismissal of the chief accountant, heads of branches and representative offices, as well as other persons who have the right to sign financial documents, are carried out by the Directorate or by a person replacing him.

9. AUDIT COMMISSION (AUDITOR)

9.1. Control over the financial and economic activities of the Partnership is carried out by the Audit Commission or the Auditor elected by the General Meeting. The procedure for exercising by the Auditing Commission (Auditor) of its powers, its quantitative and personal composition is approved by the General Meeting of Participants. If the Audit Commission is elected, the number of its members cannot be less than three.

9.2. Any participant (representative of a participant) elected in accordance with the established procedure by the General Meeting of Participants can be a member of the Audit Commission (Auditor). Persons holding managerial positions in the Partnership, including the director, are not entitled to be members of the Audit Commission.

9.3. The Audit Commission carries out annual audits of the financial and economic activities of the Partnership and submits an opinion to the annual General Meeting of Participants. In addition, the Audit Commission has the right to carry out unscheduled inspections carried out by order of the General Meeting, on its own initiative or at the request of the participants holding in aggregate at least 10% of the authorized capital.

9.4. Meetings of the Audit Commission are competent if attended by at least 2/3 of its members. All decisions of the Audit Commission are taken by a majority vote of the members of the Audit Commission present at the meeting.

9.5. A member of the Audit Commission (Auditor) has the right to demand from the officers of the Partnership to provide all the necessary documents and personal explanations. The Audit Commission (Auditor) has the right to involve experts and consultants in its work, whose work is paid for at the expense of the Partnership.

9.6. The annual report and balance sheet are submitted to the General Meeting with the conclusion of the Auditing Commission (Auditor).

9.7. The Audit Commission (Auditor) is obliged to demand the convocation of an extraordinary General Meeting of Participants if there is a serious threat to the interests of the Partnership.

9.8. The powers of the Audit Commission (Auditor) and the procedure for its activities are determined by this Charter and the Regulations on the Audit Commission (Auditor), approved by the General Meeting of Participants.

10. PROPERTY, ACCOUNTING AND REPORTING

10.1. The property of the Partnership is formed from contributions to the pooled capital, as well as from other sources provided for by the current legislation. In particular, the sources of formation of the property of the Partnership are:

pooled capital of the Partnership;
income received from the services rendered by the Partnership;
loans from banks and other lenders;
contributions from participants;
gratuitous or charitable contributions and donations from organizations, enterprises, citizens;
other sources not prohibited by law.

10.2. The reserve fund is formed at the expense of annual deductions in the amount of not more than 5% of the net profit, until the amount of the reserve fund reaches 15% of the Joint Stock capital of the Partnership. If, after reaching the specified amount, the reserve fund is used up, contributions to it are renewed until full recovery.

10.3. The partnership has the right to form other funds, deductions to which are made in the amount and in the manner established by the General Meeting of Participants.

10.4. The property of the Partnership may be seized only by a court decision that has entered into legal force. Levy of execution on the share of a participant in the joint capital of a full partnership for the participant's own debts is allowed only if there is a lack of his other property to cover the debts. The creditors of such a participant have the right to demand from the general partnership the allocation of a part of the property.

10.5. The partnership may combine part of its property with the property of other legal entities for the joint production of goods, performance of work and provision of services, as well as for other purposes not prohibited by law.

10.6. The partnership maintains records of the results of work, maintains operational, accounting and statistical records in accordance with the standards in force in the Russian Federation.

10.7. The organization of document circulation in the Partnership is carried out by the Directorate.

10.8. Documentation is maintained at the location of the Partnership, including:

constituent documents of the Partnership;
all accounting documents required for auditing the economic activities of the Partnership;
minutes of General Meetings of Participants and the Audit Commission;
a list of persons who have a power of attorney to represent the Partnership;
lists of employees of the Partnership;
other documents.

10.9. The documents listed in clause 10.8 of this charter must be available for review by the participants of the Partnership at any time during business hours. Familiarization with documents related to commercial secrets is regulated by the Regulations approved by the General Meeting of Participants.

10.10. The financial year of the Partnership coincides with the calendar year. The first financial year ends with "" 2019.

10.11. The Directorate and the Chief Accountant of the Partnership are personally responsible for compliance with the procedure for maintaining, the accuracy of accounting and reporting.

11. DISTRIBUTION OF PROFIT

11.1. The decision on the distribution of profits is made by the General Meeting of Participants.

11.2. Part of the net profit to be distributed is distributed in proportion to the contributions to the contributed capital of the Partnership.

12. LIQUIDATION AND REORGANIZATION

12.1. The partnership can be voluntarily reorganized in the manner prescribed by law. The reorganization of the Partnership can be carried out in the form of merger, accession, division, separation and transformation. In case of reorganization, appropriate changes are made to the founding documents of the Partnership.

12.2. No later than 30 days from the date of the decision on reorganization, the Partnership shall notify its creditors in writing. The rights of creditors arising in connection with the reorganization of the Partnership are determined by law.

12.3. The reorganization of the Partnership in the appropriate forms is carried out in the manner determined by the current legal regulations. And also in the case when only one participant remains in the partnership. Such a participant has the right, within six months from the moment when he became the only participant in the partnership, to transform such a partnership into a business company in the manner prescribed by this Code.

12.4. The partnership can be liquidated voluntarily or - by a court decision and on condition that only one participant remains in the partnership, as well as on the grounds provided for by the Civil Code of the Russian Federation.

12.5. Liquidation of the Partnership entails its termination without transfer of rights and obligations by way of succession to other persons. The liquidation of the Partnership is carried out in the manner prescribed by the Civil Code of the Russian Federation, other legislative acts, taking into account the provisions of this constituent agreement.

12.6. The issue of voluntary liquidation of the Partnership and the appointment of a liquidation commission is submitted for decision by the General Meeting of the Directorate. The general meeting of participants makes a decision on the liquidation of the Partnership.

12.7. The general meeting of participants is obliged to immediately inform the body carrying out state registration in writing about the decision to liquidate the Partnership in order to enter information into the unified state register of legal entities that the Partnership is in the process of liquidation.

12.8. The general meeting of participants establishes, in accordance with the legislation, the procedure and terms for liquidating the Partnership and, in agreement with the body that carries out state registration of legal entities, appoints a liquidation commission consisting of the Chairman, Secretary and members of the liquidation commission. The number of members of the liquidation committee, including the Chairman and the Secretary, cannot be less than three.

12.9. From the moment of the appointment of the liquidation commission, all powers for managing the affairs of the Partnership are transferred to it, including - upon the presentation of the Partnership in court. All decisions of the liquidation commission are made by a simple majority of votes from the total number of commission members. The minutes of the meetings of the liquidation commission are signed by the Chairman and the Secretary.

12.10. The chairman of the liquidation commission represents the Partnership on all issues related to the liquidation of the Partnership, in relations with creditors, debtors of the Partnership and with participants, as well as with other organizations, citizens and state bodies, issues powers of attorney on behalf of the Partnership and performs other necessary executive and administrative functions.

12.11. The property of the Partnership is sold by decision of the liquidation commission.

12.12. The funds received as a result of the sale of the property of the Partnership after satisfying the claims of creditors are distributed among the participants in proportion to their share in the authorized capital.

12.13. In case of reorganization or termination of the activities of the Partnership, all documents (management, financial and economic, personnel, etc.) are transferred in accordance with the established rules to the successor enterprise. In the absence of a legal successor, documents of permanent storage of scientific and historical significance are transferred to state storage in the archives of the association ""; personnel documents (orders, personal files, personal accounts, etc.) are deposited in the archives of the administrative district on the territory of which the Partnership is located. The transfer and ordering of documents is carried out by forces and at the expense of the Partnership in accordance with the requirements of archival authorities.

12.14. The liquidation of the Partnership is considered completed from the moment the state registration authority makes a corresponding entry in the unified state register of legal entities.

12.15. The powers of the liquidation commission terminate from the moment the liquidation of the Partnership is completed.

Surprisingly, there is no such thing as a "memorandum of association" for a limited liability company since July 1, 2009. However, there is the concept of "agreement on the establishment of a company." We will tell you what is the difference between these formulations, as well as how the charter differs from the memorandum of association.

Previously, the written agreement between the founders of the company was formulated as the memorandum of association of a legal entity and was a mandatory document of the LLC along with the charter.

Now, article 11 of the Federal Law of 08.02.1998 No. 14-FZ " About limited liability companies»It was determined that the agreement on the foundation of the company is no longer the constituent document of the company. But despite this, the founders of the LLC are obliged to conclude it in writing (clause 5 of article 11 of the Federal Law No. 14) and store it (clause 1 of article 50 of the Federal Law No. 14-ФЗ).

Memorandum and Articles of Association of LLC

These documents have completely different status and purpose; nevertheless, they often try to compare them. For ease of comparison, let's make it in the form of a table.

Constituent agreement of LLC, sample

So, what information should the correct memorandum of association contain, a sample of which we will provide below?

Information about the founders of the company, which is indicated in the preamble. At the same time, speaking about individuals, it is recommended to indicate, in addition to the surname, name and patronymic, information on citizenship, passport data, date of birth and place of registration in the territory of the Russian Federation. On legal entities - company name, OGRN and TIN for a Russian legal entity, information on registration for a foreign legal entity, location. In other words, information must be specified that allows you to accurately identify the parties to the agreement. It is obligatory to indicate the representatives of the founders and the grounds for their powers (charter, power of attorney).
Full or abbreviated company name of the organization being created. The legislator does not require the obligatory mention of the name in the agreement, however, in the future - at the stage of preparing the Charter - such information will be strictly obligatory. In the agreement considered in the article, it will help to concretize the subject of the agreement.
Location of the new company (actual or planned).
The size of the authorized capital, which is determined in rubles and cannot be less than 10,000 rubles.
The size and par value of each founder's share. A share is always a percentage or fraction (the ratio of the value of the share of each founder to the authorized capital of the company as a whole). The par value is the amount in rubles.
Procedure and terms for payment of shares in the authorized capital. Payment for shares can be made in money, securities, other things, property or other rights that have a monetary value. The monetary assessment of the non-monetary contribution to the authorized capital is carried out by an independent appraiser.
Information on the procedure for the founders of the company to carry out joint activities to establish a company (for example, on holding meetings, elections, etc.).
Other information that the founders will agree on the need to include (for example, fines for non-payment of a share, the procedure for resolving disputes).
Signatures of the parties or their representatives, as well as stamps (if any) - are affixed, as a rule, at the end of the agreement, in a separate section.

Thus, the agreement of the founders on the creation of an LLC is recorded in the document on the establishment, and nothing more.

How to work with a document

As already mentioned, the described agreement - along with the protocol of the decision on the creation of an LLC - confirms the intention of the founders to create an LLC; discussed and adopted at the general meeting. Both individuals and legal entities can act as founders.

The document must be printed in the required number of copies (according to the number of founders), signed and distributed to all participants for storage. It does not require a notary certification.

No changes are made to this agreement concerning, for example, an increase in the authorized capital, etc. However, it will have to be adjusted if the alienation of a share (sale, donation, inheritance) by the founder to a third party is formalized. In this case, he will confirm the legality of the acquisition of the share by the founder. Changes must be made and recorded in writing.

The agreement can be terminated by the decision of the founders.

To demonstrate the above in the form of a document, we provide a sample agreement on the establishment of an LLC between an individual and a legal entity.

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