Charter of an LLC with one participant: how to draw up

Art. 12 of the Law "On Limited Liability Companies" dated February 8, 1998 No. 14-FZ (hereinafter referred to as the LLC Law) contains a list of information that must be indicated in the charter. This list is not exhaustive. The law or the LLC participants themselves may provide for other information.

Currently, the law on LLC (clause 1, article 12) provides for the following types of charters:

• Charter, approved by the participants. The text of such a charter can be made on an individual basis specifically for the enterprise. Or its basis is a certain sample that can be finalized to the needs and interests of a particular organization.
• A model charter approved by the competent authority and posted on the website of the registering authority.

Note! The meaning of the model charter is that it does not have a paper form, it will be enough to indicate that it is followed in the application - as a result, the relevant information will be reflected in the Unified State Register of Legal Entities.

Important! However, none of the standard charters is designed for a company with one founder - in all existing standard forms, the general meeting of participants is indicated as the supreme governing body. Meanwhile, as stated in Art. 39 of the Law on LLC and has been repeatedly emphasized by the law enforcer (see, for example, Letter of the FNP dated 01.09.2014 N 2405 / 03-16-3), the rules on the general meeting do not apply to cases where decisions are made by one participant.

Download for free an exemplary sample (template, standard form, form) of the charter of an LLC with a single participant

You can download a sample charter of an LLC with a single participant at the link: Sample charter of an LLC with a single member.

Note! In an LLC with one participant, there is no such governing body as a general meeting - therefore, if you decide to use a ready-made charter sample, do not forget to cut out the chapter on the powers of the general meeting from it.

1. At the moment, the LLC has the right to choose whether to use the seal in its activities or refuse it. If the organization has a seal, this should be enshrined in the charter (clause 5, article 2 of the law on LLC). So, for example, when deciding whether it is necessary to affix a seal on a power of attorney on behalf of an organization, you should familiarize yourself with the contents of the charter and determine whether there is an indication of the presence of a seal (review of the judicial practice of the Armed Forces of the Russian Federation of June 26, 2015 No. 2).
2. In the charter, the location of the organization can be indicated by indicating only the settlement (clause 2, article 54 of the Civil Code of the Russian Federation). However, the Unified State Register of Legal Entities must contain information about the full address of the organization.
   

   Risks! If there is information about the unreliability of the address, the registration of the LLC may be refused (Resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation “On Some Issues in the Practice of Considering Disputes Related to the Authenticity of the Address of a Legal Entity” dated July 30, 2013 No. 61).

3. Information about the branches of an LLC must also be mandatory indicated in the Unified State Register of Legal Entities. It is no longer necessary to reflect them in the charter.

In conclusion, we note that an LLC with a single participant can develop its own form of charter or use ready-made samples (subject to the exclusion of the provisions on the general meeting of participants from the charter form). In addition, when using templates, you should take into account the latest changes in legislation, which we described above.

Drafting and execution of the charter of the organization

The charter is a legal act, which is one of the constituent documents that determine the legal status of the organization, necessary for its state registration.

Charter - a set of rules governing the organization and procedure for activities in any particular area of ​​relations or any state body, enterprise, institution.

The charter refers to the mandatory constituent documents for the creation of non-governmental commercial organizations. Public organizations (voluntary sports societies, creative unions, etc.) have charters. Most international organizations have statutes.

General statutes are approved, as a rule, by the highest bodies of state power, the statutes of individual organizations - by their founders (participants) or the relevant ministries, departments, administrations of the constituent entities of the Russian Federation, the statutes of public organizations are adopted and approved by their congresses.

They adopt charters that determine the organization of a particular field of activity (Combat Charter, Disciplinary Charter, etc.).

The charter defines the rights, functions, structure and staffing of a state, commercial or public organization. In accordance with the charter, the basic rules are established that regulate the activities of organizations, institutions, societies and citizens, their relationships with other organizations and citizens, rights and obligations in a certain area of ​​state administration, economic or other activities.

Charters can be standard and individual. Model statutes are developed for a number of homogeneous enterprises, on their basis individual statutes.

The main types of statutes are:

- the charter of a state organization (approved by a higher authority);

- the charter of the municipal organization (approved by the city or district administration);

- the charter of a public organization (approved by the general meeting of participants in the organization);

- the charter of a commercial organization (approved by the general meeting, founders, owners of property) and registered by a state body (registration chamber).

As an organizational document, the charter is so important that the requirements for the text for a number of its varieties are established by law. General requirements for the procedure for the preparation, execution and content of the charter of a legal entity are given in part one of the Civil Code of the Russian Federation; in Art. 11 of the Federal Law of December 26, 1995 No. 208-FZ "On Joint Stock Companies" provides requirements for the charter of joint stock companies.

In Art. 52 of the Civil Code of the Russian Federation states that the charter "of a legal entity must determine the name of the legal entity, its location, the procedure for managing the activities of the legal entity, as well as other information provided by law for legal entities of the corresponding type."

The structure of the text of the charter varies depending on its variety.

For example, the information that should be reflected in the charter of a joint-stock company is listed in a special article of the Federal Law "On Joint-Stock Companies" dated December 26, 1995 N 208-FZ.

Article 11 of the “Charter of the Society” of this law states: “1. The charter of the company is the founding document of the company. 2. The requirements of the charter of the company are binding on all bodies of the company and its shareholders. 3. The charter of the company must contain the following information: full and abbreviated trade names of the company; location of the company; type of society (open or closed); the number, par value, categories (ordinary, preferred) shares and types of preferred shares placed by the company; rights of shareholders - owners of shares of each category (type); the size of the authorized capital of the company; the structure and competence of the company's management bodies and the procedure for their decision-making; the procedure for preparing and holding a general meeting of shareholders, including a list of issues on which decisions are made by the management bodies of the company by a qualified majority of votes or unanimously; information about branches and representative offices of the company; other provisions stipulated by this Federal Law and other federal laws.

In the Federal Law "On Limited Liability Companies" dated February 8, 1998 No. 14-FZ, Art. 12 "Charter of the Company" specifies the following requirements: "1. The charter of the company is the founding document of the company. 2. The charter of the company must contain: full and abbreviated trade name of the company; information about the location of the company; information on the composition and competence of the company's bodies, including on issues constituting the exclusive competence of the general meeting of the company's participants, on the procedure for making decisions by the company's bodies, including on issues decisions on which are taken unanimously or by a qualified majority of votes; information on the size of the authorized capital of the company; rights and obligations of the company's participants; information on the procedure and consequences of the withdrawal of a company participant from the company, if the right to withdraw from the company is provided for by the charter of the company; information on the procedure for the transfer of a share or part of a share in the authorized capital of the company to another person; information on the procedure for storing documents of the company and on the procedure for providing information by the company to participants in the company and other persons; other information provided for by this Federal Law. The charter of the company may also contain other provisions that do not contradict this Federal Law and other federal laws.

In accordance with Art. 10 “Charter of a Credit Organization” of the Federal Law “On Banks and Banking Activities” dated December 2, 1990 No. 395-1, the charter of a credit organization must contain: “company name; indication of the organizational and legal form; information about the address (location) of the governing bodies and separate subdivisions; a list of ongoing banking operations and transactions in accordance with Article 5 of this Federal Law; information on the amount of the authorized capital; information on the system of management bodies, including executive bodies, and internal control bodies, on the procedure for their formation and on their powers; other information provided for by federal laws for the charters of legal entities of the specified organizational and legal form.

In the charter of an educational institution, taking into account its specifics, in accordance with Article 25 of the Federal Law "On Education in the Russian Federation" dated December 29, 2012 No. 273-FZ, in addition to the general provisions on the name, location and status of the educational institution, the type of educational organizations; founder or founders of an educational organization; types of implemented educational programs indicating the level of education and (or) focus; the structure and competence of the governing bodies of the educational organization, the procedure for their formation and terms of office.

The charter of a municipal formation, in accordance with the legislation on local self-government, specifies: the boundary and composition of the territory of the municipal formation; issues of local importance related to the jurisdiction of the municipality; forms, procedure and guarantees of direct participation of the population in solving issues of local importance; the structure and procedure for the formation of local self-government bodies; term of office of deputies of representative bodies, officials; types, procedure for the entry into force of regulatory legal acts of local governments; grounds and types of responsibility of bodies and officials; the status and social guarantees of deputies, members and other elected bodies; conditions and procedure for the organization of municipal service; financial basis for the existence of local self-government, etc.

These examples show how carefully, taking into account the relevant legislative acts, this main document in the organization, which lays down the principles of the organization's work, should be developed.

The charters are drawn up according to the general rules for the GPA. A feature of the design of the charter is the presence of a mark on its registration.

The charter is drawn up on the general letterhead of the organization or on a sheet of paper in A 4 format and may contain the following details:

- name of company;

– name of the document type;

– date (the date of the charter is the date of its approval);

- stamp of approval;

– registration mark (for commercial organizations);

– place of publication (city);

– signatures of the founders or persons holding elective positions (chairman, secretary).

The requisite "text" must include such sections as general provisions, basic functions, rights and obligations, management, relationships and communications, production and economic and commercial activities, property and funds, control, verification and revision, reorganization, creation and liquidation.

The structure of the text of the charter and its content are determined by the developers of the charter. Its sections usually include:

1. General provisions (the goals and objectives of the organization are determined).

2. Organizational structure (composition of structural units, their functions and relationships).

3. Regulations of the organization (forms and methods of management, rights and obligations of officials).

4. Financial and material base (determination of the size of fixed and working capital, sources, order of disposal of funds and values).

5. Reporting and auditing activities.

6. The order of liquidation of the organization.

Depending on the form of ownership, sections of the text may change and be supplemented.

The structure of the elements of the text of the charter of a joint-stock company may include the following information:

1. "General provisions" - the full and abbreviated official name are indicated; organizational status; mailing address; the grounds on which the organization was created; availability of branches; the subject and goals of the activity; the presence of a registered trademark, seal.

2. "Share Capital (Authorized Capital)" - the size of the contributions of each founder is determined; the conditions for increasing (decreasing) the authorized capital are stipulated; the rights of participants to certain volumes that are part of the property of the organization are regulated.

3. "Order of activities" - establishes goals, types of activities; the mechanism of the organization's relations with other organizations in matters of financial and economic activity.

4. "Management" - regulates the composition of the governing bodies and their powers.

5. "Accounting, reporting and distribution of profits" - establishes the procedure for maintaining accounting and statistical reporting, the procedure for summing up the financial activities of the company, the procedure for distributing profits.

6. "Other savings" - establishes additional funds of the company, except for the authorized (insurance, reserve).

7. "Termination of activities" - establishes the procedure for the liquidation of the organization, its reorganization, as well as the procedure for considering disputes between the organization and individuals and legal entities.

The following is an example of the charter of a joint stock company:

REGISTERED Name of the organization __________№____________ APPROVED by the General Meeting of Founders Minutes dated 00.00.0000 No. ____

CHARTER

CLOSED JOINT STOCK COMPANY "VIMPEL"

1. GENERAL PROVISIONS

1.1. Vympel Limited Liability Company was established in accordance with the Federal Law "On Joint Stock Companies", the Civil Code of the Russian Federation and other regulatory documents of the current legislation of the Russian Federation.

1.2. CJSC Vympel is a legal entity and organizes its activities on the basis of this Charter and the current legislation of the Russian Federation.

1.3. Location of ZAO Vympel

1.4. Postal address of CJSC Vympel (address, certificate of ownership, lease agreement with references to the number and date of the document)

2. OBJECTIVES AND SUBJECT OF ACTIVITY

2.1. The objectives of CJSC Vympel are the provision of goods and services, as well as the derivation of commercial benefits.

3. LIQUIDATION AND REORGANIZATION

3.1. The company may be reorganized voluntarily in the manner prescribed by law. The reorganization of CJSC Vympel can be carried out in the form of a merger, acquisition, division, separation and transformation.

3.2. From the moment of appointment of the liquidation commission, all the powers to manage CJSC Vympel are transferred to it. All decisions of the liquidation commission are made by a simple majority of votes of the total number of members of the commission.

3.3. The liquidation of CJSC Vympel is considered completed from the moment the state registration authority makes the relevant entry in the Unified State Register of Legal Entities.

3.4. The powers of the liquidation commission shall terminate upon completion of the liquidation of CJSC Vympel.

3.5. In the event of reorganization or termination of activities of CJSC Vympel, all documents (organizational and administrative, financial and economic, personnel) are transferred in accordance with the established rules to the successor organization. In the absence of an assignee, documents of permanent storage, documents to the personnel are transferred for storage to the archive of the Mosgorarkhiv association.

Chairman of the Board of Directors Signature M.P. Kiselev

Secretary Signature HE. Shikhov

REGISTERED _____________________________________ Magnitogorsk From __________№____________ APPROVED by the order of the head of the Department of property and land relations dated ______ No. ________________

STATE ENTERPRISE "ORBIT"

CHARTER

Magnitogorsk - 2013

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 charter is a constituent 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, you need to attach a sealing sheet indicating the following information: the number of pages, the applicant's signature with a transcript, the seal of the LLC.

It is recommended to draw up two documents in order to make it more convenient 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, you need to make a request in free form with the signature of the manager of the LLC, as well as a 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.

Every entrepreneur who has opened a legal entity knows that this process requires a lot of attention and effort. The main emphasis during the registration of an organization is always placed on the list of documents, which is directly the basis for opening a registration file in a state body.

In order to avoid any problems when opening an organization, it is necessary to properly prepare the entire list of required documents. One of the most important and at the same time complex components of such a list is the charter of the organization. The absence of at least one mandatory item in its content can easily lead to a refusal to legally consolidate the company's status.

Therefore, today's our article is intended for the rules and recommendations for the drafting of the statutory document. What needs to be included in its content, and what is optional? What items should never be written into the charter? What are the recommendations for the content of such a document? We will tell you about all this further and even show with examples how the charter should look like.

Company charter

First of all, let's try to figure out what exactly is a document of this kind. The charter is a document of the founding type, which is drawn up when creating any organization, regardless of the form of its formation. He regulates all issues related to the activities of the company. The charter prescribes all the principles of interaction of the organization with other firms, fixes the activities in which entrepreneurship is engaged.

In addition, such a document describes the procedures for appointing officials, the principles for their dismissal or replacement, regulates the composition of the founders, their shares in the capital of the organization. Also, the charter can prescribe quite a lot of different information. It all depends on the desire of the persons who draw up such a document.

The main principle to the content of the statutory document is that its provisions may in no way contradict the Law. That is, although the organization has the right to designate any moments of activity in the charter, it should be understood that not a single item can be illegal.

The charter is a document according to which all information about the organization is entered into the registers of state importance. It is in the charter that the organizational and legal form of the company, its founders and management positions are indicated. Therefore, many experts believe that writing the charter is the most important part of the preparatory work before registration.

Creation of a company charter

Since we have decided that the charter is one of the most important documents of the organization, it is necessary to outline the process of its preparation. Judging by practice, in most cases organizations use a ready-made template that has gone through the registration process, while changing the name, names and, if necessary, types of activities.

There are two ways to find ready-made statutes. First - if you have friends who have registered the organization before, then you can ask to use their statutory document. The second is to find ready-made options on the Internet. Our site invites you to familiarize yourself with the samples of charters for different organizational and legal forms in the next section of this article.

In addition, if the above recommendations do not suit you, then you can always turn to special companies that write charters for each individual organization. Today, there are a huge number of companies in the service market that are engaged in the registration process. In most cases, we are talking about the representation of the interests of the organization in government bodies by a third party. But, besides this, such companies, for a fee, can draw up all the documents necessary for the process of legal consolidation. As a rule, they have templates for each form of doing business and simply fill them in according to the information provided by the customer, taking into account all their wishes.

company charter template

As mentioned in the previous section of the article, we suggest that you familiarize yourself with the sample charters for different legal organizational forms:

• for a limited liability company (sample);

• for an open joint stock company (sample);

• for a closed joint stock company (sample);

• for an organization with foreign investments (sample);

• for a non-profit organization (sample).

These are the most popular forms of business organization. Having such samples, one can easily find out what structure the charter has, what information is described in such documents and in what sequence. Samples can be used solely as a template, or simply replace existing information with your own data, while leaving the general order and content.

In addition, quite a lot of questions arise about the creation of an organization by a single founder. First of all, it should be noted that such a process is quite possible. The main difference is that the entire capital of the company belongs to a single founder, which can be either an individual or a legal entity. In principle, the scheme for drawing up the charter of such an organization is no different from the general procedure, the only feature will be that the basis for creating the charter will not be the Protocol of the meeting of founders, but the Decision of a single person. You can view a sample charter with one founder here (sample):

An organization that has two founders has the same procedure for drawing up a charter. The charter with two founders has the following pattern:

Like any other document, the charter has a certain content. The requirements for the charter are quite strict and have a special order of execution. First of all, each page, except for the title person, must be numbered. The first sheet must contain a header, where the name of the decision of the founders on the creation of the organization and the date of its adoption are indicated. In the middle indicate the name of the document, namely the “charter”, the organizational and legal form (for example, an organization with limited liability) and the name of the company. At the bottom, the city and the date of the preparation and signing of the document are recorded.

• General provisions - the name of the company with Russian and, optionally, an abbreviated and foreign version. In addition, such a section must necessarily indicate the address of the location of the organization and the general purpose of creating a company - commercial profit or social activity.
• Legal status of the organization. This section contains information about the legal possibilities of the organization. In most cases, such provisions copy the provisions of the Law, which specify the rights and obligations of the company, depending on the form of activity.
• Legal aspects of founder activity. First of all, in this section it is necessary to indicate the personal information of each founder - names, passport details. In addition, the boundaries of the rights and obligations of such persons are established. The most important is the indication of the share of each founder in the capital. In addition, it is in this section that it is necessary to determine the procedure for transferring your part to other persons.
• Constituent meetings. The principles of drawing up agendas for consideration, the procedure for meetings of founders, the competence of each member of the collections are described. In addition, it is necessary to prescribe the procedure for notifying the founders about the meeting, namely: the period for which such a message must be sent and the frequency of the meetings.
• The executive branch of the organization. In most cases, the position of general director is introduced. This section sets out the rights and obligations of such a person, the process of his appointment to such a position, the term for which he is elected, and the process for dismissing or renewing his position. It is also possible to introduce, if necessary, the position of an accountant and to fix the basic rights and obligations of such an official.
• Organization finances. This section contains the financial plans of the company, which are manifested in quarterly, annual forecasts. In addition, the resources owned by the organization, the procedure and principles for distributing the financial results of the company's activities among the founders of the company are prescribed.
• Auditor. The section is intended to indicate the need to introduce the position of the auditor, its procedure and frequency of appointment of audits, rights and obligations.
• Document flow. It is indicated exactly where and how all documents that are relevant to the organization are stored - minutes of meetings, charter, etc. In most cases, the storage of the above documents is carried out at the address of the company's location.
• The order of liquidation and reorganization. We indicate the reasons for such processes and the order in which they are carried out. It is possible, both to duplicate the legislation, and to prescribe your own procedure. The main thing is that he does not contradict the norms of the Law in any way.

This order of presentation of information in the charter is the most common. But, you can change the partitions in places, there is nothing wrong with that. The main thing is that all the necessary information is in such a document. If you need to add any more data, then you can easily create separate sections or register them in the "Other provisions".

Registration of the company's charter

Quite often the question arises of how to register a charter. It is important to remember that such a procedure takes place simultaneously with the legal registration of the organization's activities in the tax authority. To do this, the charter, along with other mandatory documents (minutes of the meeting, tax receipts, etc.) are submitted to the tax office at the location of the organization.

It is important to note that two statutes must be provided. Not two copies, but two originals of the document. That is, when creating it, you need to make sure that the organization has at least two copies of the statutory document. Both are submitted to the tax office. After the inspector checks the availability of all documents, he accepts them for registration. In five working days, together with the enterprise registration certificates, the organization is provided with two previously submitted copies of the charter in a certified version.

There is no other registration process for the statutory document. The signatures of all the founders and a special mark of the tax service will be enough for the document to have legal significance.

Changes to the company charter

Quite often there are situations when it is necessary to change certain aspects of the organization's activities. In addition to the fact that the actual work of the company is changing, such actions need to be fixed properly. First of all, there is a need to amend the charter of the organization.

Do not confuse making changes to the statutory document and correcting the error that was made during the registration of the enterprise in the state register. The main difference is the forms to fill out and submit to the tax authority.

In order to introduce new information or remove old information from the charter, it is necessary to submit a special application to the tax authority at the place of registration of the organization. The legislation provides for a special sample according to the code P13001. You can find the form of such an application directly at the tax office itself, or using an electronic service. In addition, we suggest downloading this document here (sample):

The state provides not only a specific form for filling out, but also a special procedure for entering information into such a document. We offer you to get acquainted with it in this document (sample):

In order to clearly demonstrate the very principle of changes, let's get acquainted with a sample of changes to the charter of an OJSC.

The very preparation of an application for changes consists in filling out certain pages, depending on the information that needs to be changed. Recommendations for the technical process are exactly the same as when compiling the registration document: we write with a black pen, we do not go beyond the boundaries intended for entering information, we write in block type and capital letters. In order for the document to have legal force, it must be notarized. In addition, if such an application is provided by a trustee, then the document confirming such authority must also be certified by a notary.

The procedure for making changes is paid and currently amounts to 800 rubles. It is necessary to pay such an amount according to the details of the tax office where registration was carried out. The development of technology makes it possible to pay such a fee not only at a bank branch, but also using an electronic payment system. Therefore, attaching a receipt to the application is not necessary only if the payment was made on the Internet. But, it is worth immediately notifying the tax inspector about this in order to avoid refusal to change. The tax officer will independently check the payment for electronic services.