The company's statutory documents. What documents are considered constituent documents

Constituent documents record all the main functions and tasks of a business society. Package of constituent documentation for various options legal entities may vary within a certain range. Therefore, it is very important to navigate this kind of documentation.

The list of constituent documentation for various legal entities is legislated in the Civil Code of Russia. There are also three main categories of persons assigned here who, on the basis of the following documents, have the right to act:

Participants (founders) of autonomous and non-profit organizations and partnerships have the right to conclude any type of constituent agreement, i.e. formulate a charter for your organization based on the type of obligations it has.

If a specific legal entity is created by only one founder, then it will act on the statutory basis that was approved by this founder.

According to the new legislative norms, for an LLC the main document of the constituent documentation must be the charter. The contract plays a secondary role. After the registration of the LLC is completed, it is considered actually executed.

Thus, the list of registration documents for one founder includes the following list of documents:

charter;
contract

For two or more founders, the same list of documentation will be needed. The difference is that in this state of affairs the memorandum of association plays a big role because here it acts as a document that sets out the basic provisions for business interaction between several founders.

In addition, this type of documentation includes documents that are used for education legal entity. This list is given in the relevant section of the legislation. This includes the Founder’s Decision and the Protocol on holding the meeting of founders. In addition, this list may include:

It must be remembered that all documentation, its restoration and amendments become valid only after state registration.

This procedure (including the actions necessary to restore the document) is carried out by the Federal Tax Service.

What does the charter contain?

One of the most important documents As part of the constituent documentation, which determines the legal status for any institution, this is the charter. Its purpose is to notify counterparties and other persons involved in cooperation with a specific business company in the area of its practical activities, responsibilities and rights.

For example, the charter of an LLC contains the following list of information:

the rights of the organization's participants and their direct responsibilities;
all information regarding leaving this community;
information about the size of the available authorized capital. The nominal value for each individual share of the participant is also included here;
a list of rules for transferring shares from specific participants to certain persons;
rules for storing documentation;
abbreviated and full name of the company (company name);
data on the location of the organization, its composition, as well as powers;
other information.

This document must contain detailed information on interaction with various legal entities: reduction or increase of authorized capital, formation of a branch(s), etc. It is also necessary to enter information related to the first and second groups of data (established by law).

The first group contains the following data:

size and changes in the reserve fund;
information about all open representative offices;
procedure for the activities of the board of directors.

The second group includes the following information:

time and timing of meetings of participants;
the procedure for holding meetings;
the period for which the election of the sole executive body for the company is carried out.

In addition, the charter may contain additional information. For example, additional rules and responsibilities for all members of a particular company, information about property that does not fall under the authorized capital, etc.

The organization's charter is approved at a general meeting with a unanimous decision of all its participants. If there is one founder, this decision can be made by him alone.

What does the contract include?

The memorandum of association contains information defining joint activities founders upon formation of a legal entity. In addition, the agreement provides a list of conditions necessary for the transfer of property and participation in further activities. It defines the instructions and conditions for the distribution of losses and profits between participants, and the conditions for exit from the association of its participants.

The memorandum of association for an LLC type organization must have the following clauses:

full name;
all types of activities;
legal status;
participants;
legal address;
the size of the full authorized capital with the determination of the share for each participant;
options for transferring shares;
a list of all rights and obligations;
description of instructions for dividing losses and income;
a list of main issues that require a unanimous decision (sometimes the resolution of the majority is sufficient);
procedure for changing the statutory documentation and liquidating the company.

You need to know that usually in practice, this type of contract is not required. This applies to a limited liability company that was created by a single founder. In this case, a permit confirming the fact of creation of this organization (notarized) is used instead.

But, if the company has limited liability and was created by a group of participants, then this agreement must be concluded and is part of the constituent documentation (although in fact it does not have such a status). It is usually treated as the most ordinary civil transaction.

This document is drawn up between all founders of an organization that has a limited liability category. But it is not considered mandatory for the procedure for registering the activities of a legal entity. In such a situation, the question of its conclusion remains at the discretion of the founders.

Considering the above, it is logical to conclude that the creation independent organization- a very troublesome matter. Knowledge of the basic constituent documents will help prepare necessary foundation under the future organization, and will make its activities legal and legitimate.

Video " Application for LLC registration in electronic form"

After watching this video, you will be able to independently draw up an application for the tax office to register an LLC. The video shows an example of filling out an application in electronic form to open an LLC. In the recording, a female lawyer talks about all the pitfalls of filling out such an application.

In their activities, enterprises, organizations and institutions, along with acts of bodies state power And public administration are also guided by internal documents (charter, regulations, rules, regulations, etc.). Their organizational activities, first of all, are expressed in the development and approval of a set of organizational and legal documents containing rules, norms and regulations of activity; establishing the legal status of the organization, its competence, structure, staff, and official composition, both for the entire organization and for its structural divisions.

Organizational and legal documents contain provisions that are strictly binding; they implement the norms of administrative law and are legal basis activities of the organization. In terms of validity period, organizational and legal documents are considered indefinite, valid until their cancellation. Let's consider the content, order of compilation and design individual species organizational and legal documents.

Under constituent documents understand the documents on the basis of which legal entities (institutions, organizations, enterprises) operate. Constituent documents do not have a validity period. They are created at the time of formation of a legal entity. As a rule, constituent documents are drawn up by legal services by agreeing on their content with the founders (participants).

The composition and structure of constituent documents of legal entities are provided for in Art. 52 of the Civil Code of the Russian Federation (Part I). In accordance with the norms of civil legislation, the following legal acts may be the constituent documents of legal entities:

2. Charter and memorandum of association (incorporation agreement for LLC).

3. Foundation agreement.

4. Regulations on the institution (organization).

The constituent documents of a legal entity must define the name of the legal entity, its location, the procedure for managing the activities of the legal entity, and also contain other information provided by law for legal entities of the corresponding type. The constituent documents of non-profit organizations and unitary enterprises must define the subject and goals of the legal entity's activities. The subject and certain goals of the activities of a commercial organization may be provided for by the constituent documents even in cases where this is not mandatory by law.

Constituent documents in mandatory undergo the state registration procedure. State registration constituent documents of legal entities and individuals operating as individual entrepreneurs, is carried out by the state tax services (IFTS - inspectorates of the Federal Tax Service) in accordance with the norms of the Federal Law of 08.08.2001 No. 129-FZ “On State Registration of Legal Entities and Individual Entrepreneurs”.

State registration of constituent documents by the registering authority (tax services) is carried out within a period of no more than five working days from the date of submission of documents. It is important to remember that the constituent documents of a legal entity must be submitted by its legal representative to the registration authority no later than ten days from the date of their approval. Violation of the deadlines for registration of constituent documents in the absence of signs of a tax offense entails an administrative fine in the amount of 5,000 rubles. (Article 116 of the Tax Code of the Russian Federation, Part I; Article 14.25 of the Code of Administrative Offenses of the Russian Federation). If a taxpayer violates the deadline for filing an application for registration with the tax authority for a period of more than 90 days, legal entities are subject to administrative liability in the amount of 10,000 rubles.

During state registration of a created legal entity, the following documents are submitted to the registration authority:

Application for state registration, signed by the applicant, in a form approved by the authorized Government Russian Federation federal executive body;

The decision to create a legal entity in the form of a protocol, agreement or other document in accordance with the legislation of the Russian Federation;

Constituent documents of a legal entity (originals or notarized copies);

An extract from the register of foreign legal entities of the relevant country of origin or other evidence of equal legal force legal status foreign legal entity (founder);

Document confirming payment of the state duty (receipt).

The amounts of state fees paid for state registration of legal entities and individuals (IP) are regulated by law. The types and amounts of state duties levied upon state registration from legal entities and individuals (IP) are presented in Table 3.

Table 3 - Types of state registration fees

No.	Name of the type of state duty	Amount, rub.
1.	State fee for notarization of constituent documents	500=
2.	State duty for registration of organizations (except non-profit organizations), including those with foreign investments	4 000=
3.	State duty for registration of non-profit organizations	2 000=
4.	State fee for registering an individual as an individual entrepreneur	800=
5.	State duty for registration of the following mass media with the authorized body: a) periodic printed edition; b) news agency; c) radio, television, video, newsreel programs, other media	4 000= 4 800= 6 000=

It should be noted that from January 29, 2010, the amounts of state duties paid by legal entities and individuals were increased in accordance with the provisions of Federal Law No. 374-FZ of December 27, 2009 “On Amendments to Article 45 of Part One of the Tax Code of the Russian Federation and certain legislative acts of the Russian Federation, as well as the recognition of the Federal Law “On fees for issuing licenses for activities related to the production and circulation of ethyl alcohol, alcoholic and alcohol-containing products” as no longer in force.

The amount of state duty paid by legal entities for notarization of copies of constituent documents cannot exceed 500 rubles. (Article 333.24 of the Tax Code of the Russian Federation).

In the course of its activities, changes may be made to the constituent documents of a legal entity. Changes to constituent documents become effective for third parties from the moment of their state registration, and, in cases established by law, from the moment the body carrying out state registration is notified of such changes. Thus, changes made to the constituent documents must be registered with the tax authorities within the same time frames as provided for registration of constituent documents (within ten days from the moment of their approval).

For state registration of changes made to the constituent documents of a legal entity, as well as for state registration of liquidation of a legal entity, with the exception of cases when the liquidation of a legal entity is carried out in accordance with the bankruptcy procedure, a state duty in the amount of twenty percent the amount of the state duty established for state registration (for example, for a commercial organization - 800 rubles)

In the process of state registration of constituent documents, all information about a legal entity is entered into the Unified State Register of Legal Entities (USRLE), the information of which does not represent any commercial or other secret, which makes it open to the public (with the exception of information about passport and other personal data individuals who can be provided exclusively to government bodies, bodies of state extra-budgetary funds in the manner and in cases established by the Government of the Russian Federation). This restriction does not apply when providing content containing specified information copies of constituent documents of legal entities, as well as information about the place of residence of individual entrepreneurs.

State registers (Unified State Register of Legal Entities (USRLE), Unified State Register of Individual Entrepreneurs (USRIP)) are federal information resources. The maintenance of state registers on electronic media is carried out in accordance with unified organizational, methodological, software and technical principles that ensure compatibility and interaction of state registers with other federal information systems and networks.

Entering information about the legal entity being created into the Unified State Register of Legal Entities during the registration process is accompanied by assigning it a unique number - main state registration number (OGRN) ) , which is assigned once and never changes until the liquidation or reorganization of the legal entity. Records of subsequent changes in constituent documents are entered into state registers on the basis of documents submitted during state registration of these changes.

Each entry is assigned its own state registration number (SRN), and for each entry the date of its entry into the corresponding state register is indicated. The assignment of the OGRN is recorded in a special stamp placed on the back of the constituent document and contains 13 digits of this number. In addition, the stamp indicates the number of the tax office where the registration was made, the date, as well as the last name, first name, and patronymic of the state tax inspector who carried out the registration.

Together with a copy of the constituent document stamped in this way, two special certificates are issued on the prescribed forms:

1. Certificate of making an entry in the Unified State Register of Legal Entities about a legal entity face, which reflects the full name of the enterprise (organization), including the legal form, location, registration date, tax office number and, necessarily, the OGRN in a special tabular form.

2. Certificate of registration of a legal entity with the tax authority by location on the territory of the Russian Federation, which, in addition to the OGRN, indicates the individual taxpayer number assigned to the legal entity and the reason for registration code (TIN/KPP). The TIN is assigned simultaneously with the registration of a legal entity (this is why the registration functions of the previously existing registration chambers and tax authorities were merged). Both certificates have the signatures of the heads of the tax authority and the seal.

Refusal of state registration (by tax services) is permitted in the following cases:

1) failure to submit determined by law on state registration of necessary documents;

2) submission of documents to an improper registration authority;

3) the inadmissibility of registration of changes made to the constituent documents of a liquidated legal entity, as well as state registration of legal entities whose founder is the specified legal entity, or state registration of legal entities that arise as a result of its reorganization.

The decision to refuse state registration must contain the grounds for the refusal with a mandatory reference to violations. The decision to refuse state registration can be appealed in court.

For an unjustified (not corresponding to the grounds provided for by law) refusal of state registration, failure to carry out state registration in established deadlines, or other violation of the state registration procedure, as well as for illegal refusal to provide or for untimely provision of information and documents contained in state registers, officials of registration authorities bear responsibility established by the legislation of the Russian Federation. In addition, in the event of these violations, the registering authority compensates for damage caused by refusal of state registration, evasion of state registration or violation of the state registration procedure due to its fault.

It should be noted that in accordance with changes in current legislation (the new edition of Federal Law No. 114-FZ of February 8, 1998 “On Limited Liability Companies” came into force on July 1, 2009), a procedure was carried out for state re-registration of constituent documents of limited liability companies liability (LLC). The main purpose of re-registration is to bring the contents of the LLC’s constituent documents in accordance with the requirements of current legislation and register them in the Unified State Register of Legal Entities.

The re-registration of the LLC's constituent documents was carried out during 2009. It is assumed that as of January 1, 2010, the constituent documents of the LLC should be brought into compliance with the norms of current legislation. At the same time, clear legislative deadlines for re-registration of the constituent documents of an LLC have not been defined. It is allowed that companies can undergo re-registration with the tax services during the period when the need arises to make changes to the content of the constituent documents.

One of the most important changes associated with the re-registration of the constituent documents of an LLC is the loss of the status of a constituent document by the constituent agreement (from July 1, 2009). On modern stage The only constituent document of an LLC is now only the charter. In addition, changes were made to the content of the LLC’s constituent documents: the order of content of certain sections of the charter was changed; the procedure for documenting and informing tax officials on transactions related to the alienation of a share or part of a share in the authorized capital of companies; a clear minimum amount of authorized capital has been determined for LLCs, etc.

We remind you that in accordance with Art. 52 of the Civil Code of the Russian Federation, the constituent documents of a legal entity can be:

2) charter and constituent agreement (incorporation agreement for an LLC);

3) constituent agreement;

4) regulations on the establishment (organization).

Let us consider separately each type of constituent documents.

If the moment of emergence of the organization’s legal capacity coincides with the entry of the relevant information into the Unified State Register of Legal Entities, then the constituent documents of the legal entity are proof of its existence, along with a certificate of state registration.

Having studied them, the counterparty can obtain information about the types of activities and decision-making procedures in the partner organization.

The significance of this data lies in the ability to identify the presence or absence of authority of a representative of a legal entity to conclude certain transactions.

To others important point are the relationships between shareholders or members of an organization. Balancing the interests of all these individuals is of great importance.

These functions will be effectively performed by carefully crafted documents.

Types of constituent documents of organizations

Art. 52 of the Civil Code provides a list listing the main types of constituent documents. The list provides for their use based on the organizational and legal forms of legal entities. These norms were not without changes and are valid as amended on June 29, 2015.

Charter

The main constituent document of an organization is the charter. All legal entities, except business partnerships, must have it.

The legislation does not define the concept of a charter. However, based on the content of legal norms, its characteristics can be given.

Signs and definition of the charter

The Charter has the following features:

Documentary form. The charter is stored on paper and must contain the signatures of persons authorized to accept it.
Special procedure for acceptance. The charter is approved by the general meeting of founders unanimously.
Its content must take into account all requirements imposed by law. The preparation of the document must be done carefully. If the content requirements are not met, state registration will not take place.
The charter performs the functions of regulating the relations of participants (shareholders), as well as bodies and officials of a legal entity. If between them there are conflict situations, this document actually performs the function of substantive law and is subject to application by the courts when resolving disputes. It also determines the powers of officials regarding the conclusion of transactions.
According to the law, the charter, as well as any change thereto, is subject to registration. Failure to comply with this condition entails the invalidity of the document. If the accepted change has not been registered, it will not apply to 3 persons. The exception is situations where a 3rd party acted taking into account the changes.

The concept of this document can be determined by its characteristics. The charter of a legal entity is a set of rules adopted unanimously by the founders, registered by an authorized state body, regulating the basis of interaction between its bodies and officials, as well as laying the foundation for the procedure for concluding transactions with third parties, taking into account all the requirements imposed by law.

Types of statutes

These documents come in 2 types:

preparation, which was carried out by the founders independently;
typical.

Most of the documents belong to the first type.

Model charters can be used in cases where its form and content are approved by a government agency. Also, such documents can be approved by the founders if they create institutions for certain purposes.

Information on the use of a standard charter involves entering the relevant information into the Unified State Register of Legal Entities.

Requirements for the content of the charter

General requirements for the content of the charter are set out in Part 4 of Art. 52 Civil Code. If they are not fulfilled, the state registration of the organization will end in refusal.

The document must contain the following information:

Data on the name of the organization and its legal form. Preparation of a document involves entering both a full and abbreviated name.
Information about the location. If previously this was identical to the address, then, after recent changes, it is enough to indicate settlement. This was done in order to avoid the need for unnecessary adjustments to the charter. Now changing the address within one locality only requires submitting an application to enter the relevant information into the Unified State Register of Legal Entities.
Data on the procedure for managing a legal entity. This refers to its organs and the functions they perform.
If we are talking about non-profit organizations, as well as municipal unitary enterprises and state unitary enterprises, then the charter reflects information about their goals and scope of activity. Such requirements do not apply to commercial organizations. However, legislation in certain areas provides for the mandatory entry of this data. These cases include banking and insurance activities.

Additional data may be required depending on the legal form of the legal entity. For example, the Federal Law “On Joint Stock Companies” requires information on the number, value, category and type of shares being placed.

Articles of Association

Previously, this document was required much more often. State registration of a number of business entities presupposed its conclusion along with the approval of the charter. Now it is the only constituent document of business partnerships.

As in the case of the charter, the concept of a constituent agreement is not contained in the law. However, the definition can be selected based on the characteristics of this document.

Concept and features of the constituent agreement

The memorandum of association has the following features:

It is a set of rules governing the relations of the founders both on issues of creation and in connection with future activities organizations.
It has the form of an agreement. This presupposes the presence of details of all parties, as well as the subject.
The document becomes valid for 3 persons after the registration of the business partnership is completed. The same rules apply to changes made to the text.
The articles of association must contain all provisions required by law. They are listed in Part 4 of Art. 52 Civil Code. Additional requirements are set out in Part 2 of Art. 70 of the Civil Code, which provides for the indication of information about the capital of a general partnership and in Part 2 of Art. 83 of the Civil Code concerning information about the capital of a limited partnership.

Based on the characteristics, the following concept can be used. The constituent agreement should be understood as an agreement between the persons creating a business partnership, the subject of which is the distribution of responsibilities in connection with its registration and further activities, information about which is entered into the Unified State Register of Legal Entities.

Why is a memorandum of association required for business partnerships?

The significance of the founding agreement is explained by the fact that participants in business partnerships (general partners) are liable for its obligations with all their property.

The legislator assumes that the constituent documents of a legal entity in the form of an agreement will encourage future participants to pay more attention to its content and make a more informed decision.

In practice, business partnerships are very rare due to the full responsibility of the participants for their obligations. For this reason, articles of association have virtually ceased to be used.

Upcoming innovations

The legislation, which will come into force on October 2, 2016, provides for the emergence of a new organizational and legal form - a state corporation.

The changes also concern the procedure for creating such legal entities.

The functions of the constituent document will be performed by federal law adopted in relation to each such organization.

LLC Charter

Since mid-2009, the Charter has been the main constituent document of a legal entity. In essence, the LLC Charter defines the basic conditions for the functioning of the LLC and the implementation of its activities. Until July 1, 2009, the Charter also indicated all participants of the LLC, the size of their shares, etc. With the introduction of new amendments to the legislation, the LLC Charter has undergone some changes, which you can familiarize yourself with on our website in the section Amendments to constituent documents. The charter must be numbered and stitched. At the site of the firmware, the Charter is certified either by a notary or general director organizations. On the title page of the Charter there is a mark about the body that approved it; it is not necessary to put the seal of the organization. If changes are made to the constituent documents of a legal entity, either a new edition of the LLC Charter or duly drawn up Amendments to the organization’s Charter is submitted to the registration authority.

Founding agreement of LLC

According to new edition Federal Law “On Limited Liability Companies”, the agreement on the establishment of the company (this is what the Foundation Agreement is now called) is no longer the constituent document of the organization and is concluded once when creating an LLC, if there is more than one participant in the company. The Agreement specifies the size of the shares of the company's participants, as well as the procedure and terms for their payment. Unlike the Charter, which is signed by authorized persons of the general meeting of founders, the Agreement on the establishment of a company is signed by all participants of the LLC.

Next, we will consider documents that are not classified by law as the constituent documents of a company, but their presence in the organization is mandatory and if there is a need to make any changes to the LLC, the notary will ask you to provide these documents.

LLC documents

Among the so-called statutory documents The LLC includes the Minutes of the general meeting of founders (if there are two or more LLC participants), or the Decision of the sole LLC participant. These documents approve all the most important actions related to the activities of the organization. Documents must have the date of their adoption; it is not necessary to put a stamp on them.

TIN and OGRN certificate

Certificates of assignment of TIN and OGRN are issued to a legal entity upon its creation and do not change during the entire period of operation of the legal entity.

Certificate of entry into the Unified State Register of Legal Entities

This kind of Certificate can be of two types: Certificate of making an entry in the Unified State Register of Legal Entities of changes related to amendments to the constituent documents and not related to amendments to the constituent documents of the organization. These certificates are issued by the registration authority in case of registration of any changes in the company.

Extract from the Unified State Register of Legal Entities (USRLE)

The tax authority issues such an Extract during the initial registration of an LLC, when making changes to the LLC, as well as when applying for it directly to the tax office. At present