Writing a statute. Title page of the Charter in the new edition: sample and basic design rules


If it is necessary to re-register due to changes 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 execution.

Any commercial enterprise conducts its activities not only on the basis of legislative acts, but is also guided by organizational and legal documentation, which is developed by it. The statute 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 a reorganization or closure. To start a business, first of all, it is necessary to register the Charter of the enterprise, submitting its original or a notarized copy for verification. On its title page, a mark on the registration of the company is affixed.

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

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

The charter is a collection of rules that govern the conduct of business and the relationship of the company with contractors, establishes the competence of the supreme management bodies of the company. It is approved by the participants (owners) of the company, called the founders.

The Charter reflects:

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

The more detailed the content of the Charter is 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 activities of the company will be more organized, more efficient and more profitable.

When changes are made

The law requires that the Charter of the company reflect all changes occurring in its structure:

  • Company name
  • legal address
  • 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 bylaws:

  1. Issue a separate application to the current version.
  2. Publish a new edition.

In both cases, the title page needs to be corrected. In the first case, it is necessary to indicate information about available 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.

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

So, the title page of the Charter in the new edition is necessarily corrected. Mandatory details subject to change are the name of the body that approved new version text, and the date of the events.

The content and features of the title page in the new edition

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

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

  1. A note on 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 legal form - are indicated in the middle.
  3. The year when the main act was adopted in the current edition, the city of registration of the company - are written in the center of the lower part of the title page.

AT given order You are allowed to make your own deviations. For example, under the name of the document, you can indicate the number of its revision or list all previous variations. It is also possible to replace such an entry with a simple mark 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 a mistake.

Errors preventing registration new version The statutes from the first deposit are as follows:

  1. Reflection on the title page of the year of establishment of the company, list of registration acts, 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 page of the signatures of the company's officials, seals.

If such errors 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. Its change requires updating the title page with the obligatory indication of the date of the actions taken. On the first page, you should not put down the year of the company's foundation, signatures, seals, numbering.

Write your question in the form below

Not everyone can draw up the charter of an LLC on their own; this requires certain knowledge and responsibility. If people have extra funds and they have never dealt with the execution of such documents, it is better to seek help from specialists. Then the charter will be drawn up faster and in accordance with all existing norms and requirements. If there is no money or a person wants to deal with all the nuances on his own, then he should start with what the charter is, why it is needed and what information it contains without fail.

Charter - what is it and why is it needed?

The articles of association are an integral part of the LLC. It contains the rules by which all activities of the enterprise are conducted. Therefore, it is very important to draw up this document as competently and deliberately as possible. With the help of it, you can resolve disputes that arise in the process of work, including the procedure for actions in the following situations:

  • one of the founders decided to withdraw from the LLC;
  • emergence of new co-founders;
  • the organization has a new CEO;
  • resizing authorized capital(both up and down).

When all the information is displayed in the charter, you can begin to edit and design it. It is worth checking with the sample to avoid mistakes. Only after this is the official approval of the document, its firmware and sealing. The features of this process are:

  1. pages should have a serial number, but the title page does not have a number, and subsequent pages are marked with an Arabic numeral, starting with the number 2;
  2. on the reverse side of the charter, a paper seal is made to ensure that the document will not be replaced until the seal is opened;
  3. the number of pages, the applicant's data (surname and initials) must be written on the seal sheet;
  4. it is not necessary to use a seal to confirm the signature during the initial registration, as the organization may simply not have it yet.

It is better to immediately draw up a charter in 2 copies. This may be required by some state organizations when interacting with LLC. Several copies of the document should also be made - but it is not necessary to stamp and sign on it.

Do I need to revise the bylaws?

Until 2013, the charter firmware was a mandatory procedure. Now this step is carried out by the founders at will. True, sometimes the Federal Tax Service may ask for a charter firmware. Therefore, the requirements of a specific tax service better to check in advance.

Despite the fact that the procedure is optional, it is important to know how to properly flash the charter of an LLC. Many do not refuse this procedure also because it allows you to make the document complete.

Majority important documents to be stitched. This practice is especially common in personnel matters. And you need to take this very seriously.

The Articles of Association is the main document of the LLC. Therefore, having decided to make the firmware, it is worth being guided by the regulations prescribed in the methodological instructions. Moreover, they were all approved by the Federal Tax Service.

The tax office required the use of a thread and a needle for stitching is not so simple. This procedure allows you to protect your document from the following:

  • loss of part of the charter pages;
  • entering updated information without notifying higher authorities;
  • document forgery.

Most LLCs also use charter firmware for their own convenience. But it is important to act in accordance with the established procedure.

Before binding pages, make sure that the pages are located in right order, folded face up and not flipped. If at least one page is located incorrectly, you will have to reflash the charter again.

When flashing documents, you must act in accordance with the following rules:

  1. You need to stitch the document on the left. Find the vertical center. This is where the main hole will be.
  2. Two other holes should be located at a distance of 1.5 to 2 cm from the middle hole, one above, the other below, but along the same vertical line.
  3. For making holes, it is better to use an awl. It will make a hole faster and with less effort. If this stationery is not available, you should use a thick needle.
  4. It is better to sew the charter with light threads. Most often, white threads are used.
  5. The ends of the threads should come out from the back of the charter from the central hole. There they are tied with a knot and glued with a paper seal with information about the contents.
  6. The place of the firmware should be sealed, but the ends of the threads should be visible from under the paper.
  7. The word “Applicant” is also written on the paper and his surname and initials are entered, a signature is put. One of the founders can be the applicant.
  8. If there is a seal, it is placed so as to capture the paper seal, the ends of the thread and the last page of the charter.

After that, the firmware and sealing of the charter of the LLC will be completed.

What to do next?

After preparing the charter, it will need to be registered with the Federal Tax Service at the place of registration of the organization itself. To do this, you need to attach a package of the following documents:

  • the charter of the organization itself (it is desirable to flash and seal it in order to avoid any problems and delays);
  • a receipt confirming that the state duty for registering an LLC has been paid;
  • an application for registration, filled out on a special form and certified by a notary;
  • the minutes of the general meeting or the decision of one founder (depending on the number of founders), drawn up in writing.

After submitting the documents, you will have to wait until the Federal Tax Service considers them and enters the information into its own database.

Founders who decide to create a legal entity must be given Special attention a constituent document such as a charter. It is in it that the conditions and procedure for conducting the activities of the organization are prescribed. For many organizational and legal forms, it is the only constituent document. Let's consider in detail what kind of document it is and how it should be compiled.

concept

The charter of the enterprise is a document according to which the activity of the company is regulated. It sets the basic rules that are mandatory for execution, prescribes the rights and obligations of the founders, and resolves other issues.

The document is developed at the stage of opening the organization, approved at the general meeting and submitted, among others, for registration. It is he who is the basis for registration activities. In addition, when the change CEO or any changes are made, all these actions must be carried out through the registration authority.

Consider how the charter of an LLC should be developed.

Development

Often, instead of a detailed compilation, the founders only use a standard document, without paying due attention to it. However, if errors are made in the charter, the registration procedure may be refused. And then you will have to not only modify it, but also pay the state fee again in order to submit documents for re-registration.

On the other hand, if everything you need is not spelled out in the document, you will have to make changes later. And this, in turn, will require a lot of time and paperwork, which, with proper development, can be avoided. Sometimes, in order to save time, and also in order not to make a lot of mistakes, it is better to seek the help of a lawyer. However the best option is our own development. The charter of the enterprise can be taken as a basis - a sample, and then it is detailed directly for your company. The main requirement for the template: it must be compiled in accordance with all latest changes law.

When filling the document with text, you need to pay attention to the following points. First, the charter of an LLC does not include information about its members. Secondly, information about the share in the authorized capital is also not needed.

Thanks to this, it is now easier to compose it. In the future, when changing the composition of participants or redistributing capital, the document will not have to be changed. The procedure, however, will be required in case of changes in the details, field of activity, as well as internal procedures.

Structure

There are certain formatting requirements. So, in the statute:

  • indicate its full and abbreviated name;
  • location;
  • reflect all planned activities (in this case it is better to make a reservation that the company will not be limited to these works);
  • indicate the amount of the authorized capital;
  • rights and obligations of participants;
  • prescribe the possibility of leaving the organization;
  • describe how the documents will be stored.

Registration

It is easiest to get acquainted with the design rules when you have finished example charter. After preparation, it is flashed, and in this form it is submitted for approval at a general meeting.

The form of the charter assumes the presence of a title page, which is not numbered, and all other pages must be affixed, and starting with the number "2". On the reverse side, the document is sealed, and on the same sheet they report the number of stitched pages, as well as the initials and surname of the applicant.

Authenticity is certified by a seal. This is necessary when the organization is already operating. But in the case when the document is submitted for the first time, there may not yet be a seal, so its presence is not necessary.

The charter of the enterprise is drawn up in two copies, since in government bodies require the original. In addition, it is advisable to prepare notarized copies of the document after approval. To do this, prepare photocopies of all sheets. But neither the seal of the company nor the signature of the head is required.

One founder

The peculiarity of drawing up a document may also depend on how many founders the company has. If it is a single person, then the CEO's home address can be used as the location of the organization.

If this sole founder is the General Director, then his term of office is defined as indefinite. It should be taken into account that the founder can be not only an individual, but also a legal entity, which includes, for example, several people. The law allows it. The only restriction in this case is only the inability to act as the founder of an LLC if the organization has one founder. Thus, the norm does not give the right to an individual to register many limited liability companies in his name.

Multiple founders

With more than one founder, the charter of the enterprise delimits their rights and powers, and also describes the relationship. This may be related to both financial matters as well as membership relationships. The document prescribes whether the participants can withdraw from the founders, what issues they decide at the general meeting, what powers are vested in the CEO, and more.

In addition, the charter prescribes measures to protect capital, as well as the procedure for alienation in the event that the owner of the LLC leaves the organization. If it is planned that the founders have the right to buy capital from each other, this procedure should be spelled out in detail, including all the criteria by which the price is formed.

Capital can also be transferred to third parties. In this case, an act of gift or inheritance is concluded. Then it is necessary to describe the order of transmission. This will help avoid conflicts in the future.

Alteration

Amendments to the company's charter are required if:

  • the address of the location of the organization changes;
  • changes in the size of the authorized capital;
  • other changes necessary to be reflected in the document are made.

If the decision to edit is made, everything must be registered with the registration authority without fail. Only after this procedure they are considered to have entered into force.

Registration

To avoid problems in the implementation process, all constituent documents of the enterprise must be checked for compliance with the current regulatory framework.

The registering authority is the territorial branch of the IFTS, to which the location of the organization belongs. With one founder, a home address can be entered. A state fee is paid for the registration procedure.

The package of documents required for registration includes the following:

  • minutes of the meeting of founders or, if there is one, the decision of the head to establish the organization;
  • an application for registration on the appropriate form, certified by a notary;
  • the charter of a private enterprise, which is sealed and stitched;
  • receipt for payment of state duty.

The same documents are submitted if for an existing organization it is necessary to make some changes to the charter. The minutes of the meeting or the sole decision in this case is made on the introduction of changes. It is usually necessary to submit two copies, one of which is returned to the applicant, and the other remains with the IFTS.

If you take the issue seriously and take into account each of the described points, then the most common mistakes when submitting documents for registration can be avoided. Then in the future it will be much easier, if necessary, to make changes to the charter of the enterprise. It is more convenient to use a sample of an already existing enterprise than an unfilled standard document. The photo below, for example, shows the initial pages of the current charter.

Charter of the institution

If we consider a state-owned enterprise, then the owners in it are representatives of the Ministry of State Property. Thus, the founder in it is the state itself. The charter of the state enterprise is approved by the respective representative. It reflects information about the goals of the company. It turns out that for this type of organizational and legal form, the possibility of carrying out activities is limited to special purposes. The general director of such an enterprise is appointed and dismissed by the owner. The position of companies at the state and municipal levels is currently regulated by the Civil Code and other regulatory legal acts.

Conclusion

Thus, both private and public companies require founding document that clearly outlines future activities. For all types of statutes there are essential conditions that should appear in the document. But each organization has the right to introduce into it its own internal norms and rules that do not contradict the law.

The charter of an LLC is the constituent documentation, which largely affects the legal regulation of the relationship between the company and the participants, as well as between the participants themselves. The document is required when registering (opening) a company in tax authorities. It is required to prepare two copies: one for the IFTS, and the other for issuance after registration.

In this article, we will analyze all the nuances associated with it.

What is this document for?

The charter is required for registration of the company in the tax office. If it does not contain mandatory information or is not included in the set of documents, then the application for registration will not be accepted.

The document defines the obligations and rights of participants in relation to the company. The articles of association may contain additional obligations for certain persons. On the basis of the law, owners who do not fulfill their obligations may be excluded from the company.

The charter reflects the management of the company, the sequence of work and issues that can be resolved by the governing bodies (managers).

The charter regulates the sequence of distribution of income, the withdrawal of participants from the company and the transfer of shares to other persons.

When and by whom is it compiled?

The development of the charter can be done by qualified lawyers, but such a service requires material costs. As a basis, you can use the document of an already registered company and redo it in accordance with individual characteristics.

Also he can be developed by the founders. If there is only one founder in the person of the CEO, then a free template can be used. In this case, the purpose of the charter will be only the registration of the company. If the head is another person, then the founder must carefully fill out the section "Governance Bodies" so that the head cannot take over the company by receiving a share of the authorized capital.

If there are several founders, then during the existence of the company there may appear controversial situations. Often a company is created between close people, but gradually the situation may change, for example, due to unequal investments.

The next stage is the decision to establish a company. Several founders make a decision at a meeting with a protocol being drawn up. Compiled memorandum of association, an application for registration and the state duty is paid.

The following video demonstrates the process of compiling a document:

What items must be included?

In general, the following information should be included:

  • The name of the company. There may be several names: full Russian, abbreviated, full and abbreviated in the languages ​​of the Russian peoples.
  • Legal address. If there is only one founder, then the address of residence may be indicated. For several founders, it is necessary to attach a certificate of ownership or a lease agreement for the premises.
  • Governing bodies. The executive body and the general meeting of participating persons are indicated. For the manager, duties, rights and tasks to be solved, the process of dismissal and appointment to the position are determined. For the general meeting, the number of votes, the process of convening and holding, and the issues to be resolved are indicated.
  • Obligations and rights of the persons involved.
  • Authorized capital (not less than 10 thousand rubles).
  • Procedure for registration and liquidation of a company.
  • Exit of participants, transfer of shares to other persons.
  • Storage of the company's main documentation.

Does it need to be flashed?

The charter is not signed by anyone, as it is consistent with the decision to establish the company. All sheets of the document are numbered and filed. To the reverse side of the last sheet in the stitching area is attached a sheet "Stitched and numbered ... sheets", signed by the applicant.

The memorandum of association has been excluded from the set of constituent documents of the company. Since 2015, it is possible to make changes to the charter when voting. The change will take effect if it is supported by the majority of participants (about 2/3 of the total number).

The document does not need to include information about the initials of the participants, the size of their shares. This reduces the procedure for re-registration of the company when changing the composition of participants and the sale (acquisition) of a share of ownership.

Now only the list of company members will include the names, first names and patronymics of the founders, as well as the size of their share.

After changes have been made to the constituent document, a specific amount can be prescribed in the charter that the founders can use to exercise the right to purchase a share. For maximum protection of creditors, there is a restriction on the withdrawal of founders from the company (if in the end no one remains there). If there is one member in the company, then he cannot leave the LLC.

The sale or purchase of a share of the owner of the company, its transfer to a third party is certified by a notary. Otherwise, the decision loses its legal force. Amendments have also been made to the payment of the company's authorized capital in case of its increase. The standards governing the execution of large transactions outside or within the company are defined in detail.

How to make changes?

Changes are made in the following order:

  • a general meeting is created and a protocol is drawn up on adding changes to the constituent document. A decision is issued on the basis of the protocol. If there is one founder in the company, then he issues only a decision;
  • the charter is amended, the document is printed, numbered and stitched. The reverse side is signed by the director and the seal of the company;
  • now, in form 13001, an application is filled out with a title page and pages corresponding to the changes being made. The application is certified by a notary;
  • the state duty is paid, and the documents are submitted to the tax authority. The charter will come into force after the IFTS registers it.

To certify the changes in the charter, it is necessary to submit to the tax office a certificate of the OGRN, TIN and KPP, a document on the appointment of the head and his passport, an extract from the Unified State Register of Legal Entities, a decision on changes to the charter.

If other changes occur in society, then additional documents must be submitted:

  • about changing the name of the company (in full and abbreviated form in Russian);
  • about changing the legal address (index, copies of documentation for the premises - a lease agreement, a certificate of ownership or a letter of guarantee);
  • on changing types of activities (list of types of activities according to the OKVED classifier);
  • about changing the head (TIN and a copy of the passport);
  • on the increase of the authorized capital (new amount of the authorized capital, payment account);
  • on the change of information about the founders (for individual- a copy of the passport and TIN, for a legal entity - full name and position executive body, Company details).

The nuances of the charter of a company with a branch

Representative offices and branches of the organization act on its behalf in accordance with the provisions drawn up. They have property provided by the society and are not legal entities. The company is responsible for the obligations associated with the work of branches.

The head of the representative or branch of the company is appointed by the executive body of the Company, and its activities are carried out on the basis of the received power of attorney.

The decision to form and liquidate branches, to amend the charter, to draw up regulations on them adopted by the General Meeting of Founders on the basis of Russian legislation and the laws of the countries where branches are established.

Auditing and reporting

To check the accuracy of balance sheets and prepared statements, to check current affairs, the company can use the services of an auditor who is not related to the property issues of the LLC. Payment for audit services is carried out by the funds of the founder, at the request of which the work is performed. By decision of the general meeting, expenses may be paid from the company's funds.

The Company is engaged in the preparation of financial statements and balance sheet in the sequence established by Russian legislation. The executive body is responsible for the submitted reports.

The company is obliged to keep the following documentation:

  • charter and agreement on the organization of the company, changes made;
  • documentation confirming the rights to existing property;
  • founding minutes and general meetings and the decisions made;
  • documentation confirming the state registration of the company;
  • regulations on representative offices and branches;
  • internal documentation;
  • documentation on the issue of securities and bonds of the company;
  • conclusions of audit and financial checks;
  • list of affiliates.

All documents must be stored at the legal address of the executive body for the time established by the legal acts of the country.

Recent changes in legislation

  • From 2016, all limited liability companies will have the opportunity to use the so-called model charter, which will differ from region to region and be established by them independently. Accordingly, this will simplify the registration procedure, eliminating the need for the founders to prepare this document and provide it in printed form. At the same time, flexibility is assumed, which consists in the possibility of moving from a standard charter to an individual charter.
  • The property contributed to the authorized capital must be evaluated by an independent auditor.
  • Since 2016, an LLC may not indicate its exact address in the charter - it is enough to indicate the locality.
  • The charter may contain information that several persons who can work both jointly and separately have all the powers to work on behalf of the LLC.
  • There is also an expansion of the rights of participants: in particular, they will be able to appeal against the decisions that were taken by the bodies of the company, or to challenge the transactions made.
  • The participants have a number of responsibilities, among which the need to take part in the adoption of any corporate decisions stands out.
  • Members of the so-called collegiate management bodies now have the right to receive all information (including financial information) relating to the activities of the LLC. In addition, like participants, they will be able to challenge transactions within the framework of the law. Also, they have the opportunity to claim and compensate for the losses caused to the company.

You have decided to open your own company, where to start? First of all, you need to decide on the organizational and legal form and the conditions for the functioning of the future enterprise, which must be recorded in the document - the Charter.

We will tell you what the Charter of an LLC (limited liability company) is, what this document should contain, how to draw it up correctly, how to make changes to the document. It is important to know the features of the design of the Charter with several or one founder, as well as the terms of registration of the document and the amount of the state fee, we will also pay attention to them in this article.

What is the Charter of the enterprise (LLC)?

The Articles of Association is the founding document that is binding on legal entities. The document contains information about various legal facts related to the company: the composition of the founders, the location of the company, the size of the authorized capital, the procedure for distributing profits, etc. The document is drawn up even before the registration of the company. It is on the basis of this document that data on the founders of the LLC, as well as on the company itself, are entered into the unified state register.

Sections of the charter

The model Charter of the enterprise must contain information established by law. Its sections include:

Articles of the Charter are not fixed. You can add your own sections to the document, change their order. However, the model Articles of Association of an LLC should contain basic information about the enterprise.

In the event that changes have been made to the content of the document, they must be registered.

Registration of the Charter

The charter must be drawn up in accordance with the following rules:

  • the document must be stitched;
  • pages, starting from the one that comes after the title page, are numbered;
  • on the back of the last page, a sealing sheet must be attached indicating the following information: the number of pages, the applicant's signature with a transcript, the seal of the LLC.

It is recommended that two documents be drawn up in order to make it easier to provide the Charter in state structures. The charter can be copied. To do this, all pages are copied except for the sealing sheet. Copies are issued in the tax authorities. To obtain a copy, please make a request to free form with the signature of the manager of the LLC, as well as the seal (if this is not the initial registration).

In the event that the Charter is drawn up for an enterprise with one founder, the following features must be taken into account:

  • as the registration address, you can indicate the home address of the founder of the enterprise;
  • The powers of the managing director of an LLC, as a rule, do not have a term.

Any changes to the Charter must be registered.

The Articles of Association with several constituent persons specify:

  • financial relationships between the founders;
  • conditions for the founder's withdrawal from the organization;
  • the procedure for the alienation of shares of former founders;
  • the rights of former LLC participants to their shares;
  • conditions for exercising the right to buy out the share of the founder in a preferential manner;
  • the possibility of alienating shares to third parties;
  • the procedure and terms for paying the share to the founder who left the LLC.
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