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

In accordance with paragraph 1 of Art. 31.1 of the Federal Law of 08.02.1998 No. 14-FZ "On Limited Liability Companies" (hereinafter referred to as the FZ on LLC), the organization maintains a list of its participants indicating information about each of them, the size of its share in the authorized capital of the company and its payment, and also on the amount of shares owned by the company, the dates of their transition to the company or acquisition by the company. Thus, when compiling a list, it is easy to determine its content, that is, first of all, information should be indicated in it:

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

Nevertheless, additional information may be added to this list at the discretion of the organization's management, for example, information:

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

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

Obligation to maintain a list of participants entrusted by law to sole executive body of a company (CEO, President, etc.). But they usually think that "this is not a general's occupation", because delegate this responsibility to a preschool educational institution specialist or a lawyer (see point 4 of the order from Example 1).

Example 1

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From what date should the list of participants be kept?

Clarifications were given by the Presidium of the Supreme Arbitration Court of the Russian Federation in an information letter dated 30.03.2010 No. 135 "On some issues related to the application of Article 5 of the Federal Law of 30.12.2008 No. 312-FZ" On Amending Part One of the Civil Code of the Russian Federation and certain legislative acts of the Russian Federation "with reference to paragraph 1 of Article 31.1 of the Federal Law on LLC as amended by Law No. 312-FZ:

  • LLC is obliged to ensure the maintenance and storage of the list of participants from the moment of its state registration;
  • but LLCs created before 07/01/2009 are required to maintain a list of participants only from this date. Therefore, after 07/01/2009, such companies begin maintaining this list by entering into it all the necessary information as of this date. It is not required to enter into such a list information on changes in the composition of the company's participants and the size of their shares that took place from the date of state registration of the company to 01.07.2009.

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

If the list is missing

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

Fragment of the document

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

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

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

How to make a list?

Let's see what obligation the legislator assigns to the sole executive body (see the verbatim quote from clause 2 of Article 31.1 of the Federal Law on LLC).

Fragment of the document

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Clause 2 of Article 31.1 "Maintaining the list of participants in the company" of the Federal Law of 08.02.1998 No. 14-FZ (as amended on 29.12.2012, as amended on 23.07.2013) "On limited liability companies"

The person performing the functions of the sole executive body of the company, unless another body is provided for by the charter of the company, ensures that the information on the company's participants and on their shares or parts of shares in the authorized capital of the company, on the shares or parts of shares owned by the company, with the information contained in a single the state register of legal entities, and notarized transactions on the transfer of shares in the authorized capital of the company, which became known to the company.

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

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

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

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

Example 2

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Example 3

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Example 4

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

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

Example 5

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Example 6

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How to regulate?

The organization can determine the procedure for maintaining the list of participants in a local normative act (regulation, regulation, order, etc.), for example, as follows:

Example 7

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About the purpose of the list

Simultaneously with the imposition of the obligation to maintain a list of participants in the company, the law abolished the obligation to indicate in the charter of the company information on the size and nominal value of the share of each participant. It must be said that this innovation made the life of an LLC much easier, since now every time the participants change, there is no need to make the appropriate changes to the charter. This explains the need to maintain a list in order to streamline information about each member of the company and the size of his share in the authorized capital. This list, in fact, is a kind of internal document of the company, which is provided to participants or other persons upon relevant requests. In addition, information from the list can be used to compile a list of participants in general meetings, to provide them with the necessary information in accordance with the law.

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

Table

Differences between LLC and JSC regarding the list of their owners

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In accordance with paragraph 3 of Art. 31.1 of the Federal Law on LLC, each member of the company is obliged to promptly inform the LLC about changes in information about his name / name, place of residence / location, as well as information about his shares in the authorized capital of the LLC. If the LLC participant fails to provide information about the change in information about itself, the LLC is not responsible for the losses caused in this connection. Pay also attention to section 4 of the Provisions from Example 7 - it correlates with the norms of the LLC Law.

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

How long to keep the list?

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

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

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The list of standard administrative archival documents generated in the course of the activities of state bodies, local authorities and organizations, indicating the storage periods (approved by order of the Ministry of Culture dated 25.08.2010 No. 558)

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

  • in the form of an electronic document in the organization's information system;
  • in paper form - a document signed by the head and certified by the seal (after each change, you need to print and draw up a new version of the list according to all the rules) in a special cabinet along with the constituent and registration documents of the organization.

In any case, the main thing is to ensure its accessibility to the participants of the society, since according to paragraph 1 of Art. 8 of the Federal Law on LLCs, they have the right to receive information about the company's activities and get acquainted with its accounting books and other documentation in the manner prescribed by its charter. The list of participants is assumed to refer in this case to “other documentation”.

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

Files

Role of the document

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

List of "founders" or "members"

There is a small but important nuance in the title of the document: the list should not concern the founders, but the members of the company. The difference between the two is that founders - these are persons or organizations who made the decision to create a society and actively participated in this process. AND participants subjects are considered that have become part of the society in the process of its further activities.

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

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

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

Who has the right to be a member of the LLC

In accordance with the legislation of the Russian Federation, an individual who has or does not have citizenship of our country, as well as a legal entity registered or unregistered in the territory of the Russian Federation (with some exceptions), can act as a participant in an LLC.

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

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

On the basis of which documents the list is compiled

The main documents that certify the subject's right to the share of a participant in a limited liability company - share transfer agreements (certified by a notary office), and extracts from the Unified State Register of Legal Entities.

Who forms and maintains the list

The compilation and maintenance of a list of participants in an LLC may be included both in the duties of one of its participants, and in the official functions of any of the hired employees: legal adviser, secretary, etc.
In any case, this should be a person who has gained access to the constituent documents of the company, who knows how to use the state register (information from which is in the public domain) and who has an idea of \u200b\u200bhow to form this document.

How to make a list of participants, sample

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

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

Then in the main part you need to give some details:

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

Next part the list is usually formed in the form of a table. It fits into:

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

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

Subtleties and nuances in the design of the form

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

There is only one rule that must be observed unchanged: the list must be certified by the "live" signature of the director of the organization or the person acting as his / her director (and the use of facsimile autographs is unacceptable).

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

The list of participants in a limited liability company is drawn up in one original copy, but if necessary, you can make in the required quantity and certified copies.

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

Since 2009, the LLC has been charged with maintaining the list of participants. In this case, neither the number of founders, nor the age of the existence of a legal entity matters.

However, after several years have passed, not all of these organizations are properly fulfilling the relevant requirements, and their leaders have a hard time understanding the content of the document in question.

Purpose of the list and legislative regulation of its maintenance

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

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

So doc can be created in the form of instructions, regulations, regulations, etc.

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

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

Rules for maintaining this document

From the moment of entry into force of the Federal Law No. 360 dated 03.07.2016, at the request of the LLC or one of its participants, the notary enters the information on the composition of the organization contained in the List into the Register of Participants of Limited Liability Companies of the Unified Information System of Notaries.

LLC legislation establishes the following content requirements the list of participants in terms of the information reflected in it. The following information must be entered into it:

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

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

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

Due to the fact that the legislative innovation regarding the issue under consideration entered into force on 01.07.2009, all LLCs had to start keeping the list exactly from this date. Those organizations that were created after that fulfill the corresponding responsibility from the moment of their own. Documents are formed throughout the entire life of the society.

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Storage rules

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

Taking into account the terms of maintaining the list, storage of all information contained in it is made during the whole period of activity enterprises.

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

What exactly it is necessary to indicate in the register (list) of LLC participants? By virtue of the requirements of the law, information about the participants. It should be borne in mind that this information must fully comply with those contained in. Both individuals and legal entities can be members of an LLC.

therefore parameters of the information they provide different:

  • about participating organization The following information is entered in the company - name (full and short), number and date of state registration, address (location and actual), contact information (phone numbers, fax numbers, e-mail), full name of the head of the executive body, TIN,;
  • about citizen - Full name, basic passport data (indicating the registration address).

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

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

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

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

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

Punishment for violation of keeping the list of participants

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

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

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

Form of the list of LLC participants. Document maintenance rules

The document records basic information about the founders. The rules for its compilation and maintenance are established by Art. 31.1 of the Law "On Limited Liability Companies" dated 08.02.1998 No. 14-FZ. However, this legislative act regulates only the basic requirements for what information should be included in the document. Considering that the procedure for registration is not regulated by it, each organization can draw up it in a form convenient for itself.

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

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

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

In paragraph 2 of Art. 31.1 of Law No. 14-FZ states that the sole executive body of the company is responsible for maintaining and storing a document. However, it is not prohibited to transfer obligations for document flow to another person.

Don't know your rights?

List of LLC members with one founder (sample)

Requirements for maintaining a document are established by each company independently. So, the internal regulations of the organization regulate the order:

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

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

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

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

The certificate reflects the information contained in the list of LLC participants. The law does not impose requirements on the rules for its execution. A sample help can be found here. The main condition for drawing up a document is to record all the data indicated in the list.

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

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

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

 

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