Legal entity - a package of such documents that provides a legal basis for the activities of this business entity. Depending on the organizational form chosen by the legal entity, the list of papers may change.

In accordance with the requirements of Art. 52 of the Civil Code of the Russian Federation and, depending on the chosen form, constituent documents legal entity may include:

Shareholders' rights;

The structure and competence of the management body of the company, as well as the procedure for their consideration and decision-making;

The procedure for holding meetings of shareholders with a list of issues on which decisions are made by the management body by voting;

Amount of dividends and (compensation paid upon liquidation) on preferred shares.

One copy of the charter is kept by the registration authority.

Constituent documents legal entities are regulated by the Civil Code of the Russian Federation, as well as the current relevant legislation, which, unfortunately, is still far from perfect.

The agreement on the establishment of an organization by the founders determines the conditions for the transfer of their property to the authorized capital, as well as the procedure for distributing the profits received, and assigns liability for untimely contributions of resources to the authorized capital.

The constituent documents of a legal entity determine the procedure for the withdrawal of participants or founders from its membership. The charter may also stipulate the participation or non-participation of heirs due to the death of a participant.

Any changes to the charter are subject to mandatory registration with the relevant government agency. Only in this case do they have legal force for other persons.

CONSTITUTIONAL DOCUMENTS OF A LEGAL ENTITY

legal documents, which, along with legislation, are legal basis activities of legal entities, their participation in civil circulation. U.d.u.l. - a necessary prerequisite for their occurrence.

As U.d.u.l. may be a charter, a constituent agreement, and in cases provided for by law, a general regulation on organizations of this type (only for non-profit organizations).

Composition of constituent documents for different types legal entities are different. Clause 1 of Art. 52 of the Civil Code of the Russian Federation distinguishes in this regard three categories of such persons acting on the basis of: a) charter (chartered legal entities); b) the constituent agreement and charter (contractual-statutory legal entities); c) only the constituent agreement (contractual legal entities). Statutory legal entities: joint stock companies, production and consumer cooperatives, state and municipal unitary enterprises, public and religious organizations(associations), funds. Contractual and statutory legal entities include limited and additional liability companies, associations and unions. Founders (participants) of non-profit partnerships and autonomous non-profit organizations has the right to conclude a constituent agreement (the charter for organizations of this type is mandatory).

Business partnerships - general partnerships and limited partnerships - operate on the basis of only the constituent agreement.

If a legal entity, in accordance with the norms of the Civil Code of the Russian Federation, is created by one founder, then it acts on the basis of a charter approved by this founder. ,

The charter is approved by the founders (participants). By its legal nature, this is a special local normative act that determines legal status legal entity and regulating the relations between it and its participants. The procedure for approving the charter is determined by law: the charter of a production cooperative is approved by the general meeting of its members (clause 1 of article 108 of the Civil Code of the Russian Federation), the charter of 000 - by all founders (clause 1 of article 89 of the Civil Code of the Russian Federation), the decision to approve the charter of a joint-stock company is made unanimously by the founders ( Article 9 of the Federal Law of the Russian Federation dated December 26, 1995 No. 208-FZ “On joint stock companies"), the charter of a unitary enterprise based on the right of economic management is approved by an authorized state body or local government body (clause 2 of article 114 of the Civil Code of the Russian Federation), the charter of a federal government enterprise - by the Government of the Russian Federation (clause 2 of article 115 of the Civil Code of the Russian Federation ).

The conditions included in the U.D.L.L. are determined by law. They can be divided into three groups: a) mandatory for all legal entities (provided for by the general imperative provisions of the Civil Code of the Russian Federation contained in paragraph 2 of Article 52); b) mandatory for organizations certain type(provided for by special imperative norms);

c) optional conditions that do not contradict the law, the inclusion of which in the U.D.L.L. depends on the will of the founders.

As generally obligatory conditions U.d.u.l. The legislation specifies “the name of the legal entity, its location, the procedure for managing the activities of the legal entity,” as well as the subject and goals of the activities for those legal entities. who by law have special (statutory) legal capacity (Article 49 of the Civil Code of the Russian Federation). These include non-profit organizations, unitary enterprises and, in cases provided for by law, other commercial organizations. Most commercial organizations with general legal capacity determine the subject and purposes of their activities in the U.L.L. not obliged.

The conditions, the inclusion of which in the constituent documents are required by special norms of the Civil Code of the Russian Federation and the norms of special laws, are very diverse. So. Federal Law of the Russian Federation dated December 26, 1995 No. 208-FZ “On Joint-Stock Companies” obliges to stipulate in the charter of a joint-stock company issues related to shares and the rights of shareholders.

Obligation to include in the U.D.L.L. certain information may depend on the specific situation. For example, representative offices and branches must be indicated in the constituent documents of the legal entity that created them (Part 3, Clause 3, Article 55 of the Civil Code of the Russian Federation), but not every person creates them.

For individual legal licences, by-laws regulations standard charters have been approved, for example the standard charter of a state-owned plant (approved by Decree of the Government of the Russian Federation of August 12, 1994 No. 908). What should be distinguished from standard charters are the general provisions on organizations of this type, on the basis of which non-profit organizations can act in cases provided for by law. If there is such general position development of individual U.D.L.L. not required.

Constituent documents are binding on the legal entity itself and on third parties entering into relations with this entity. Thus, if his counterparty, when making a transaction, knew or should have known that the powers of a person or body of this legal entity are limited by its constituent documents, but this person or the body has gone beyond these restrictions, the transaction may be declared invalid by the court (Article 174 of the Civil Code of the Russian Federation). Changes in U.d.l.l. are introduced in compliance with the procedure provided for by law and the U.d.l.l. themselves, and are subject to state registration. In some cases, the law establishes a notification procedure: for example, messages about changes in the charter of a joint-stock company related to changes in information about its branches and representative offices are submitted to the state registration authority in a notification procedure. For third parties, changes become effective from the moment of state registration or notification of them. Clause 3 of Art. 52 of the Civil Code of the Russian Federation, however, provides that legal entities and their founders do not have the right to refer to the lack of registration of such changes in relations with third parties who acted in accordance with these changes. This norm is aimed at protecting the interests of third parties (see also

A limited liability company is a legal entity that independently participates in civil legal relations. LLCs are established by business owners, and their decision to create a company is confirmed by documents.

Constituent documents of a legal entity are needed not only at the stage of creating a company, but also in the process of its activities. Not only the tax office, but also banks, counterparties, notaries, investors, creditors and other interested parties can request them at any time. Given this, it is important to know what constitutes constituent documents, how to store and restore them, and who is responsible for their integrity.

The charter is the only constituent document of the company

Indeed, in Article 52 of the Civil Code of the Russian Federation and Article 12 of the Law “On LLC”, only the list of constituent documents of a legal entity in 2019 is mentioned. The charter contains basic information about the procedure for interaction of participants with each other, the size authorized capital, operations with shares, the competence of company bodies, etc.

However, in business practice, the list of constituent documents includes not only the charter. This list is much wider. Based on the charter alone, it is impossible to obtain sufficient information about the activities of the LLC.

The statutory documents do not contain information about who runs the company and is the owner of the business. The charter also does not contain registration data - INN, KPP, OGRN codes, types of activities, Federal Tax Service number where the organization is registered for tax purposes, full legal address. And without this information, it is impossible to check the counterparty before a transaction, obtain a loan or attract investments.

On June 25, 2019, the Order of the Ministry of Economic Development came into force, which approved 36 versions of standard charters for LLCs. From this date, existing companies have the right to switch to standard charters. In this case, the constituent document will not have individual characteristics, it will be enough to know the number of the model charter option that the organization has chosen.

Complete list of LLC constituent documents

So, although we talk about the constituent documents of a legal entity in plural not entirely correct, but practice dictates otherwise, and their complete list looks like this:

1. or on the creation of a legal entity. This is the first document confirming the intention of the founders to register an LLC.
2. Charter We have already discussed the significance of this document above. If the company operates on the basis of one of the variants of the standard charter, it can be found in the public domain.
3. Certificate of state registration of a limited liability company (if the LLC was created before 2017) or a registration sheet of the Unified State Register of Legal Entities.
4. Certificate of tax registration of the organization at the place of its legal address.
5. Establishment agreement. Several years ago, the agreement of incorporation also belonged to the constituent documents. But although this is no longer the case, the obligation to enter into an agreement is established by Article 89 of the Civil Code of the Russian Federation and Article 11 of the Law “On LLC”. The document is drawn up only if the company is registered by several founders. The sole owner does not need an establishment agreement.
6. List of participants. The list of participants contains up-to-date information about the composition of the company's owners. For each of them, passport data (or basic registration data of the organization, if the participant is a legal entity), the size of the share in the authorized capital, and the date of transfer of the share are indicated. And although this information is already available in other constituent documents, maintaining a list of participants is required by law.
7. Extract from the Unified State Register of Legal Entities, which contains detailed information about the company, including details of participants, distribution of shares in the authorized capital between them, types economic activity, legal address, etc. A full statement is ordered from the tax office for a fee, but it can be replaced with a shorter version - information obtained from the free service of the Federal Tax Service.
8. A document confirming the appointment of a manager (protocol or order). This is very important document, without which it is impossible to conduct business operations. If you do not make sure that the person acting on behalf of the LLC is its director, the transactions he has made are considered void.
9. Help with statistics codes. The certificate can be requested at the territorial office of Rosstat (then it will have an official seal) or printed from the official website of the department.
10. Information about the presence of branches and separate divisions, if any.

Thus, the constituent documents are a kind of complete passport of a limited liability company, and the attitude towards them should be appropriate.

Storage of constituent documents

The obligation to store LLC documents is established by Law No. 125-FZ of October 22. 2004, and a specific list is given in Order of the Ministry of Culture of the Russian Federation dated August 25, 2010 N 558. And according to these regulations, the constituent documents of a legal entity must be kept permanently, even after its liquidation. Also, indefinitely, it is necessary to store annual financial statements, personal files of the organization’s managers, issued licenses and certificates of conformity.

Of course, given the trend of transition to electronic document management, someday both this law and the order will lose force. But for now, the head of the company is personally responsible for the safety of documents. When appointing a new director, the previous one must transfer affairs to him, including the constituent documents.

If they are lost, they must be restored. Registration documents, which were issued by the Federal Tax Service, can be obtained there. For issuing duplicates, a fee ranging from 200 to 800 rubles is charged.

The extract from the Unified State Register of Legal Entities is not restored, but a new one is requested, for a specific date. Internal documents of the organization that do not have the seal of government agencies are restored independently.

Constituent documents are usually called documents that serve as the basis for the activities of any legal entity. Article 52 of the Civil Code of the Russian Federation directly explains that today the constituent document can be considered:
- Charter;
- Foundation agreement;
- both of these documents.

The difference between them is that the constituent agreement is concluded between several participants, and the Charter is only approved by them. The composition of the necessary constituent documents, as well as individual nuances of their execution, depend solely on the organizational and legal form chosen by the company.

What is considered to be the necessary constituent documents?

Which documents will be considered constituent in each specific case is prescribed by the norms of the relevant laws. Thus, business partnerships can conduct permitted activities based solely on the constituent agreement, and private companies and all kinds of associations - on the basis of two documents at once. Today, an exception is made only for a narrow circle of non-profit organizations. Current legislation provides that sometimes they can work on the basis of the Regulations.

What information must be present in the constituent documents?

First of all, they indicate the name of the organization, its legal address and location, the procedure for the organization to carry out the activities for which it is created, the features of the election or appointment of the company’s management. The purpose of the activity and its subject are necessarily prescribed only for non-profit organizations, a number of unitary enterprises, as well as some commercial firms. Other organizations can also reflect this information in their constituent documents, but legislators do not oblige them to do so.

The memorandum of association usually reflects information about the procedure for creating a company, the features of its implementation different directions activities, conditions for the transfer of property by the founders, the process of admitting new participants to the company or the withdrawal of one of the founders from its composition, as well as issues related to the procedure for distributing profits or covering possible losses.

The purpose of the constituent documents is to regulate all aspects related to the formation of the company, its current activities, the peculiarities of regulating the financial flows generated by the organization, as well as, if necessary, the winding down or complete termination of activities. Obviously, the more detailed these points are reflected in the constituent documents, the less will be the risk of disagreements arising between the company's participants on issues arising in the course of its activities. It is clear that it is impossible to provide for absolutely all the nuances, therefore a number of technical issues are regulated by drawing up various internal regulations and instructions. The main thing is that they do not conflict with the constituent documents of the company.

The constituent documents of an LLC are business card enterprise, his passport. This “business package” is provided to almost all government bodies, departments, and financial and credit institutions. You will not be able to obtain any permits (licenses, licenses, certificates), open a bank account, or receive financing if you do not provide the constituent documents upon request.

As a rule, the head of the enterprise is appointed responsible for the safety and proper maintenance of constituent documents.

2. The order for the appointment of the general director determines the person who will be fully responsible for the legality of the creation of the company and its functioning. Essentially general manager- this is the Applicant on behalf of the company in all institutions and departments, as well as a person authorized to conclude any agreements with counterparties. The order is drawn up on the basis of the Decision (Protocol) on the creation of an LLC and has the same date. As a rule, the order to appoint a general director follows the first serial number.

3. The Charter of the Company is the main legal document on the basis of which the Company operates. Compiled on the basis Federal Law No. 14-FZ of February 8, 1998, therefore cannot contradict it in any way. Chapters and articles of any Charter duplicate the content of this Law.

The Charter states:

• name of the enterprise (in Russian and, if desired, in any foreign language or language of the peoples of the Russian Federation);
• legal address;
• composition of the Founders of the company with full passport details of each and the size of shares;
• types of activities of the future enterprise;
• information about funds;
• information about the audit commission;
• audit regulations;
• liquidation and bankruptcy procedure.

The pages of the Charter must be numbered, bound and signed and sealed.

4. The founding agreement of an LLC is concluded between the Participants of the Company if their number is more than one. When the Participant is alone, problems, as a rule, do not arise. A person independently decides that he is going to create a business; most likely, he himself becomes a director, he himself conducts all business contacts, and he himself is responsible for his actions, if anything happens. When there are two or more Participants, there is a need to negotiate. And similar points are precisely spelled out in the Founding Agreement. In addition, the Foundation Agreement stipulates in detail in what shares each of the Founders is included in the Company and what contribution he makes (in the form of money or a contribution in the form of property), as well as what share of responsibility is assigned to each of the Participants and how it will be expressed in the future, in the event of liquidation of the company. The Memorandum of Association also contains all passport details of each Founder (with registration).

A sample of the Founding Agreement of an LLC is available.

5. In addition to the Order on the appointment of a general director, the company may be required to request an Order on the appointment or assignment of duties of a chief accountant. If the director of the enterprise is responsible for all decisions made, then the chief accountant is responsible together with him on financial issues. The accountant is also responsible for the correct calculation of taxes, maintaining accounting, conducting settlements with contractors and employees of the enterprise.

This order can be drawn up after the registration of the enterprise.

6. The lease agreement, oddly enough, was included in the LLC’s constituent documents in 2014. The absence of an agreement may serve as a reason (in particular, banks are very fond of this when opening a current account) to refuse service to you if you do not provide them with a valid lease agreement for the premises or a Certificate of ownership of your own building. In essence, a lease agreement is your “registration” document. If anything happens, they will come to the address indicated in this agreement to look for you, check you, etc. Therefore, you probably understand how important this document is for registration and similar authorities.

7. Certificates of TIN, OGRN, statistics codes, extract from the Unified State Register of Legal Entities - these documents are created on the basis of the papers you submitted to the registration authority and are issued later, certifying your existence as a full-fledged enterprise.

This is it - a considerable list of documents that any enterprise must acquire and treat it with the utmost care (as if it were its own passport).