How to draw up an organization charter sample. How to draw up an LLC Charter: creating the most important document for a company

One of the most important aspects What founders of a limited liability company need to pay attention to is the question of how to write the charter of an LLC. Moreover, since 2009, only the charter is the constituent document of the LLC - no other documentation has such status. So, why do you need a charter and how to draw it up correctly?

General concepts: what is a charter?

The charter of an LLC is a document regulating all activities of the enterprise. It regulates the relations between the founders, establishes rights and obligations, and sets the rules according to which all issues related to the management of the enterprise are resolved. But the functions of the charter are not limited to this - it is mandatory when creating an LLC, as it is included in the package of submitted documents.

The development of the charter is carried out even before the creation of the LLC itself, and it is approved before the meeting concludes (if there are several founders) or is passed. The charter serves as the basis for launching the registration procedure, as well as for making any changes (for changing the general director or for reshuffling the founders, as well as for increasing or decreasing the size of the authorized capital and for some other cases).

Development of the charter

A very big mistake is made by the founders of enterprises who do not pay sufficient attention to the issue of developing a charter.

But not all legal nuances can be figured out on your own. Sometimes you may need the support of a qualified lawyer to prepare the charter as quickly as possible and avoid mistakes. However, if time permits, then you can engage in detailed elaboration of the document without outside help. You can use and to then change it in accordance with the activities of the LLC being established.

As a sample, you can use either the existing charter of another enterprise or a standard template. This significantly reduces total time to work with the document, allowing you to avoid “repetition of the past”. The most important thing is to make sure that the template complies with all legislative changes over the past Lately(that is, it is current).

When filling out the charter with text, it is necessary to take into account several important points. The first and main one: according to the legislative rules on this moment, there is no need to include information about the LLC participants in the charter. There is also no need for information about the size of each participant’s share in the authorized capital.

Thus, drawing up a charter is much easier than just a few years ago. If the composition of participants changes or if shares of capital are redistributed in a new way, there is no need to rewrite and re-approve the charter. It is necessary to change the charter only when the details of the LLC (name, address), field of activity, internal rules, rights and obligations of participants change.

The structure of the charter must meet the following requirements:

  1. The charter specifies the name of the LLC in full and abbreviated forms (including, if necessary, in foreign languages).
  2. You need to indicate the address of the LLC, that is, information about its location.
  3. The charter must reflect the types of activities of the enterprise planned by the founders. Although it is best to indicate in advance that the work of the LLC will not be limited only to the types of activities listed in the charter.
  4. The limits of competence of the LLC’s management bodies should be clearly described and delineated. It is very important that the charter contains a list of issues that can only be resolved at a general meeting of founders.
  5. Information is required on the amount of the authorized capital of the LLC. Data on the shares of individual participants, as already mentioned, do not need to be indicated.
  6. The rights and responsibilities of participants should be outlined as clearly as possible.
  7. The procedure for the withdrawal of participants from the LLC should be strictly prescribed, including the transfer of a share of capital from the withdrawn participant to another (if provided for).
  8. Rules for storing documents, general principles internal document flow and the procedure by which these documents are provided to third parties must also be reflected in the charter.

Registration of the charter

The easiest way to learn everything about the design rules is to look at an example of an already compiled document. When the charter is fully edited and ready for official approval, it must be stitched and sealed.

The pages of the charter are numbered: title page remains without a serial number, and subsequent pages are numbered starting from the second (marked with the Arabic numeral “2”). A paper seal is placed on the reverse side of the last sheet to ensure that the composition of the pages does not change until it is removed.

The sealing sheet contains data on the number of numbered and stitched pages, as well as the applicant’s surname and initials. The authenticity must be sealed by the LLC, if this is not the first edition of the charter. When the initial edition is approved, the LLC may not yet have a seal, so its presence is not necessary.

It is recommended to prepare two copies of the charter, and not one - this is required in some government organizations. It would be a good idea to prepare and certify (that is, stitch and seal) several copies of the charter. In this case, photocopies are made of all sheets, including the title sheet, but the manager’s signature is not placed on the seal. There is also no stamp.

Enterprise with one founder

Some features of the charter depend on the number of founders. If you register, then the situation with indicating the address of the enterprise is much simpler. It can be registered to the home address of the general director.

If there is only one founder, who is also the general director, the term of office in the charter can be defined as unlimited. It should be remembered, however, that not only an individual, but also a legal entity represented by several individuals can act as a sole founder. There is nothing illegal about this.

The only exception: the founder of a new LLC cannot be another LLC with a single founder. This clarification in the law excludes the possibility for one individual to create an endless number of LLCs in his name.

Enterprise with several founders

If there are two or more founders, then the charter must clearly delimit their powers when making decisions and official relationships with each other. First of all, this is due to financial matters and with questions of membership in the founders. Thus, the charter regulates the issues of whether participants have the right to at will leave the founding composition; what role do they play constituent Assembly and the general director, when an initiative is taken to exclude someone from the membership.

In addition, the charter of an LLC with several founders must provide for measures to protect capital and the procedure for its alienation in the event of the owner leaving the LLC. If it is assumed that the participants will have the right to redeem capital from each other, then the procedure for this procedure must also be described in detail. Everything must be taken into account, including pricing criteria (that is, whether the nominal price is taken into account or the actual value of financial assets is taken into account).

A procedure for transferring capital to third parties through an act of donation or through inheritance may also be provided. In this case, it is also necessary to describe the procedure for the participant to receive payment upon alienation of his share of capital. This will prevent any conflict situations and litigation.

Change of charter

There are several situations when the charter of an LLC needs to be changed:

  1. The name of the company or its address changes.
  2. The size of the authorized capital of the LLC is changing.
  3. Based on the results of the meeting of founders or a personal decision sole founder changes are made to the activities of the LLC, which must be reflected in the charter.

When a decision is made that the charter should be edited, these changes must be registered with authorized government organizations. Only after official approval do they come into force and begin to operate.

Registration of the charter of a new LLC and registration of changes to the charter

To avoid problems during registration in advance, use a ready-made sample; just download a free sample LLC charter of 2014 from one of the links above.

The registering authority is the Federal Tax Service Inspectorate according to the address indicated as the legal address of the LLC. If there is only one founder, this address can be the home address of the general director. State services for registering the charter are paid for by paying a state fee in established by law ok.

To register a new LLC charter, you must submit the following documents to the Federal Tax Service:

  • protocol general meeting founders or the decision of the sole manager in writing on the creation of an LLC;
  • a completed and notarized registration application form;
  • the actual charter of the LLC, stitched and sealed;
  • receipt for payment of state duty.

To register changes to an existing charter, all the same documents are submitted, including an updated version of the charter. Instead of a protocol or a decision to register a new charter, a protocol or a decision to amend the charter is submitted, respectively. As a rule, two copies of the constituent document are used, and one of them is returned to the applicant with the appropriate stamp from the Federal Tax Service on approval of the changes made.

By remembering all the listed rules (after all, they are not that complicated), you can avoid common mistakes. This will ensure that there are no problems during the development, approval and possible further amendment of the LLC charter.

The charter is the constitution of the organization, according to which it will function in the official space of the state. The presence of this document is mandatory for all legal entities in Russia.

Although many LLCs exist perfectly well by submitting a template charter to the tax office (IFTS), no one can guarantee that a particular company will avoid difficulties that the founders were too lazy to provide for in their “constitution.”

Why do we need a charter?

Formally, the charter is necessary to register the LLC with the tax office and operate legally. If it is not in the package of documents or if it lacks mandatory information, the Federal Tax Service will not accept the application for registration.

The fundamental points that need to be indicated in the charter should be looked at in the Federal Law “On Limited Liability Companies” - this is the most reliable source.

The clauses of the charter that are valid and necessary for registering an LLC are listed below. Informally, the charter is personally important for the LLC founders themselves:

  • It defines the rights and obligations of the participants, i.e. what each of them can and should do in relation to society. The law makes it possible to exclude in court those who shirk their duties or interfere with the activities of the owners of the company. In addition, the charter may stipulate additional rights for individual participants, which may reduce the opportunities of other owners of the company and which cannot be canceled without the written consent of the participant with preferences.
  • It regulates the procedure for withdrawal from the membership of an LLC, transfer (donation, inheritance, sale) of shares to third parties, and distribution of profits. This directly affects the material interests of the founders of the company, for the sake of which, in fact, the company is created. Raiders and unscrupulous founders can take advantage of incorrectly drafted sections of the charter regulating the transfer of shares.
  • It describes the management of the enterprise: governing bodies, issues of their competence and operating procedures. We are talking about the participants of the LLC (body - general meeting) and the main head of the company (general director). Separate organizational and legal documents, such as provisions or job descriptions is not published for these governing bodies; everything is prescribed in the charter of the LLC.

Who draws up the charter and when does it come into effect?

The charter of an LLC can be developed by the founders themselves. If there is only one founder and he is also the general director, then a free online template is quite sufficient, since in this situation the main task of the charter is to register an LLC.

If the director is another person, then the founder should pay Special attention to the “Management Bodies” section and make sure that the general manager does not have the opportunity to become the owner of the company (receive a share in the authorized capital). Then anyway the last word will be for the founder.

If there are several founders, then it is possible controversial situations during the existence of society. Of course, an LLC is usually created by people who know each other well and have been tested in life before going into business together. However, the situation may change over time. It is worth contacting a lawyer if the contributions of the participants are unequal, one of them wants to manage the company, someone is included nominally (for example, a wife), etc. Then the main initiator of the business will have at least some guarantees of receiving what he expects.

The charter of the LLC is drawn up after all participants have agreed on the fundamental points that are prescribed in it, but before the creation of all other documents.

Then it will be necessary to make a decision on the establishment of the company. For several founders, it is adopted at a general meeting, about which a protocol is drawn up. You will also need to sign memorandum of association, create a list of participants, fill out an application for registration and have it certified by a notary, pay the state fee.

The charter is considered valid from the moment of registration of the LLC as a legal entity in the tax office. The applicant for submitting the charter to the Federal Tax Service is selected at a general meeting of founders from among the company's participants. He must have the application certified by a notary. This participant or anyone else by proxy can also submit documents to the tax office. In the first case, you will be able to receive the registered charter of the LLC in 5 days, in the second, it will be sent to the address of the enterprise.

What must be included in it?

So, you need to include:

  • Name of company. There can be several names: full in Russian, abbreviated in Russian, full in the languages ​​of the peoples of the Russian Federation or foreign ones, abbreviated in the same languages. Only the full name in Russian is required, even if in the future the designation in another language will be used more often (in this case, at least 2 names are indicated: non-Russian and the same in Russian transcription).
  • Legal address of the company. For the sole founder, this may be the address of his residence; in other cases, the participants must have a document confirming the right to use the premises (lease agreement or certificate of ownership).
  • Controls. The charter of the LLC must indicate the general meeting of participants and the executive body (general or executive director):
    • The general meeting specifies issues on which only it can make a decision, and the number of votes from those voting at which the vote is considered valid (1/2, 2/3, 3/4, all). The procedure for convening a meeting and holding it is also determined;
    • The tasks that he solves, his rights and obligations, procedures for appointment and dismissal are established according to the director.
  • Authorized capital. Now you only need to indicate its size, without dividing it into shares of the participants. Minimum size still 10,000 rubles.
  • Rights and obligations of participants. The LLC Law lists mandatory rights and obligations; you can simply rewrite them. However, if one of the founders is also the general director, it is worth working on this section to comply with the actual situation, so as not to infringe on anyone’s rights or detract from anyone’s merits.
  • Withdrawal from participants and transfer of shares to third parties. The charter of the LLC must certainly indicate actions in these cases. This could be the liquidation of the company, a ban on the transfer of shares, etc. depending on the needs of the founders.
  • Storage of LLC founding documents, in particular, the charter, and the publication of information required for publication. Accordingly, in both cases it is necessary to indicate where this will happen.

The charter of an LLC may also contain other sections, for example, branches and representative offices. The names and shares of the participants should not be indicated in this document, so that if they change, the company will not have to be re-registered.

It is worth noting that the charter of the LLC is not signed by anyone and no seal is placed - it is approved by the decision on the establishment of the company, which is written in the appropriate stamp. All pages, including the title page, are numbered (the number does not appear on the title page, but it is included in the general numbering) and filed. On the back side of the last sheet, in the place of stitching, a sheet of paper “Stitched and numbered __ sheets” is glued, which is signed by the applicant with a transcript of the signature.

How to amend the charter

The procedure is as follows:

  1. Convene a general meeting, based on the results of which a protocol on amendments to the charter is drawn up, and issue a decision based on the protocol. For a single participant – just formalize the decision.
  2. Make changes to the charter, print it, number it and staple it, as described above for the charter of the new organization. On the reverse side of the sheet, where the number of sheets is indicated, the director signs and the company seal is affixed.
  3. Fill out an application in form 13001: the title page plus those pages that correspond to the changes being made - and have it certified by the notary to whom the director goes.
  4. Pay the state fee and submit documents to the tax office.
    After receiving the charter registered with the Federal Tax Service, the changes will be considered to have entered into force.

Latest changes in legislation regarding charters

Reviewed in the video last changes in the content of the LLC charters and the procedure for bringing them into compliance:

Changes in 2019

One of the main innovations regarding the charter is the possibility of using standard form, which may vary from region to region. When using it, a flexible transition from this form to a free one, more convenient for organization, is possible. The main difference between a standard form and an individual one is that most changes will not be reflected in the charter, but will be entered only in single register. An important advantage It is possible to reduce the registration period to 3 days.

Since 2016, any LLC is a corporation. A number of other changes also come into force:

  • Property contributed to the authorized capital must be analyzed by an independent appraiser for its real value.
  • Now the content of the charter may provide for the possibility of not one, but several persons to represent the interests of the society.
  • The legislation does not require specifying the exact address - it is enough to write the locality.
  • All decisions of the meeting of participants must be approved by a notary (taking into account the list of those present).
  • The rights and responsibilities of participants have expanded: on the one hand, they have the opportunity to appeal decisions of management bodies, demand compensation for losses and challenge transactions, and on the other hand, they must now participate in making decisions critical to the existence of the LLC and not take actions that could have a negative impact on achieving the company's goals.
  • As for the collegial members of management, they now have the opportunity to receive all information about the company’s activities (including accounting reports), as well as the right to challenge transactions and claim compensation for losses.

If it is necessary to re-register due to changes being made to it, it is important to pay special attention to the title page. Practice shows a high number of refusals by the tax inspectorate to carry out registration actions due to extraneous inscriptions or incorrect registration.

Any commercial enterprise conducts its activities not only on the basis of legislative acts, but is also guided by organizational and legal documentation that is developed by itself. The charter refers to its composition.

Russian legislation has established a list of documents that legal entities are required to submit to the tax office, as well as in the event of reorganization or closure. To start a business, you first need to register the Charter of the enterprise by submitting its original or a notarized copy for verification. A mark indicating that the company has been registered is placed on its title page.

Art. 52 of the Civil Code of the Russian Federation establishes that legal entities conduct their activities on the basis of the Charter or on the basis of both of these documents. In most cases, it is the Charter that is adopted as the main constituent act.

Attention! Since 2009, the Charter has been the only constituent document for LLC.

The charter is a collection of rules that regulate the conduct of business and the relationship of the company with counterparties, establishing the competence of the highest management bodies of the company. It is approved by the participants (owners) of the company, called founders.

The Charter reflects:

  • full and abbreviated
  • legal address
  • company management procedure
  • other information

The more detailed the contents of the Charter are disclosed, the more it will be possible to avoid possible misunderstandings in the process of doing business, conflict situations and misunderstandings between the owners of the company. Consequently, the company’s activities will be more organized, efficient and profitable.

When changes are made

The law requires that all changes occurring in its structure be reflected in the company’s Charter:

  • Business name
  • legal address
  • composition of founders
  • number of branches
  • management order
  • types of business

Often, an updated version of the Charter is adopted at the initiative of new members of the company. Innovations are introduced and registered in the manner prescribed by law.

There are two ways to change the Charter:

  1. Prepare a separate application for the current version.
  2. Publish a new edition.

In both cases, the title page needs to be adjusted. In the first case, it is necessary to indicate information about existing new applications that must be officially registered. The name of the body that approved the changes (or the only participant) and the date they were made must be written down.

In the second case, the text of the document is presented in a new way, and the document that was in force before it is lost legal force from the moment of re-registration with the tax office. The title page reflects who approved the new Charter and on what date. The signatures of the meeting chairman and secretary are not mandatory.

So, the title page of the Charter in new edition must be corrected. Mandatory details subject to change are the name of the body that approved new option text, and the date of the events that occurred.

Contents and features of the title page in the new edition

The legislation does not define specific rules for drawing up the title page of the Charter, including the updated one. However government bodies rely on internal instructions, compliance with which will avoid temporary and financial losses.

The general rule establishes the need to reflect three groups of data on the title page of the new version of the Charter:

  1. A note about the decision of the business owners who approved the updated Charter, the number and date of its signing are entered in the upper corner of the page.
  2. The name of the document “Charter”, the name of the company, the organizational and legal form are indicated in the middle.
  3. The year when the main act in its current version was adopted, the city of registration of the company is written in the center of the bottom of the title page.

IN this order You are allowed to make your own deviations. For example, you can indicate its revision number under the title of the document or list all previous variations. It is also possible to replace such an entry with a simple note that the edition is “new”.

If the city of registration of the company is not indicated on the title page, this will not be considered an error.

Errors preventing registration new version The charter from the first delivery is as follows:

  1. Reflection on the title page of the year the company was founded, a list of registration acts, and certificates. This information is in the text of the document itself.
  2. Numbering on the first page. By established rules The Charter should be numbered starting from the second sheet.
  3. The presence on the title plate of signatures of company officials and seal impressions.

If such mistakes are made, the Charter will have to be re-submitted for re-registration. This will not only waste time, but also financial resources on the changes being made.

The charter is the main document of any company, containing the basic principles of its structure and activities. Changing it requires updating the title page with the obligatory indication of the date of the actions performed. The first page should not include the year of creation of the company, signatures, seals, or numbering.

Write your question in the form below

Sooner or later, the founders of a limited liability company are faced with the need to write the charter of their company. Since 2009, it is this document that has the exclusive status necessary for opening a new organization.

Understanding the need for a charter is not so difficult, but drawing one up on your own can be difficult. To ensure that completing this task does not take a lot of effort and time, you should first familiarize yourself with the recommendations for drawing up this document.

The charter of an LLC is usually called a document that regulates all aspects of the enterprise’s activities. It covers in detail the issues of interaction between the founders, their rights and obligations. It also displays the features of company management. To establish a limited liability company, a whole package of documents is submitted, and the charter is fundamental among them. In fact, its development begins before the opening of the enterprise. If there are several co-owners, the document must be drawn up before signing the agreement on establishing the LLC.

The company registration process begins with a detailed study of the charter. When the founders want to make any changes to the functioning of the enterprise, they first turn to this document. Change of authorized capital and change general director are possible only on the basis of the charter. Based on this, we can conclude that it regulates the fundamental details of the work of a limited liability company.

Registration of an LLC is impossible without the existence of an LLC Charter drawn up in accordance with the basic rules. contained in the link.

The list and rules for their design are in the materials of the new publication.

To register an LLC, a legal address is also required. you can learn how to determine it legally.

Development of LLC charter

Many people advise taking existing examples of operating companies as examples for drawing up a charter. This is not correct, because standard documents cannot take into account the specifics of your company’s activities. Templates are used only to show how the structure of the charter and its main blocks should look. Another mistake is a formal attitude towards the document. It should be understood that these are company regulations. All disputes and conflicts will be resolved on its basis.

It is important to clearly distribute the functions and responsibilities of the director and subordinates in the charter. Otherwise, the head of the company can manage the company at his own discretion, and the board of founders will have only an indirect relation to this issue. Do not forget about a detailed consideration of the conditions for leaving the LLC. This paragraph should describe what a co-founder who decides to leave the company can expect. Often large enterprises are falling apart as disputes rage over how much of a stake each founder owns. This can be avoided if you take into account all the nuances when drawing up the charter.

Standard sections of the LLC charter

There are several standard sections that should be included in this type of document:

  • Name of the enterprise;
  • His physical (legal) address;
  • Society members;
  • Main directions and purpose of activity;
  • Legal status;
  • Availability of representative offices and branches;
  • Amount of authorized capital;
  • Responsibilities and rights of founders;
  • LLC funds and profit distribution;
  • Enterprise management bodies;
  • Auditor and auditor;
  • Reporting and accounting;
  • Confidentiality;
  • The order of decision-making (which issues require a unanimous decision, and which can be considered with a majority vote);
  • The procedure for the withdrawal of participants from the society;
  • The procedure for selling or transferring a share in the authorized capital.

The fields listed may vary or may not even fit into the document, but their presence is recommended.

You can also provide information regarding the sole executive body, the exclusive competence of the general meeting of founders and inheritance of shares in the authorized capital. At the end of the charter, the final provisions are written.

Document preparation

A general idea of ​​the rules for drawing up the charter of an LLC can be obtained by familiarizing yourself with the examples of compiled samples. All pages must be numbered. The exception is the title page. The numbers used are classic Arabic. There are no strict requirements for the immediate design of the text.

After all the pages of the charter are drawn up, they are stitched together, and a paper seal is glued to the last one. This is a kind of guarantee that the document cannot be changed. The seal indicates the number of pages and the name of the person who drafted the charter. His painting is placed here. If the document is approved after the LLC has been opened, for example, again, it is recommended to put the company’s seal on the seal.

Experts advise making several copies of the charter of a limited liability company at once. They will be useful if it is necessary to provide a document of this type to government agencies or other organizations. Photocopies are not stamped.

Drawing up the charter of an LLC with one founder

If the company has only one founder, then when drawing up the charter, some nuances must be taken into account. In most cases, such an enterprise is registered at the place of residence. It is important not to forget that the registration address is indicated not of the founder, but of the executive body, represented by the general director of the company. Very often, due to such an error, serious problems arise with the document.

The LLC has only one director, which means his term of office must be at least 5 years. It's even easier to specify a perpetual term. This reduces the risk of wasting time due to bureaucracy in government agencies.

A limited liability company can be established either individual, or legal, which represents a group of people. A single-member entity does not have the authority to own an LLC.

Drawing up the charter of an LLC with several founders

A key feature that must be taken into account when drawing up the charter of a limited liability company with several founders is the relationship between the participants. It should be understood that everyone owns the authorized capital equally. One of the founders may want to take his share and leave the company. The document must clearly state whether the founder can leave the LLC at all and under what conditions.

It is recommended to carefully consider how to preserve the capital of a participant who has left the company. The best option It is considered to attract investors who cover losses. You can also prescribe the procedure for withdrawing part of the funds without the need to contact a notary. This will save significant amounts. Some LLCs use pre-emptive rights. It consists of providing one of the founders with the opportunity, in the first place, to buy out the share of the withdrawing participant.

In some situations, part of the capital of one of the co-owners is inherited by a third party. The charter must necessarily provide for the procedure for performing this procedure.

Since the loss of part of the funds steadily leads to a deterioration in the well-being of the enterprise, it is advisable to specify in the document the procedure and timing of payments to the founder who left the company.

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