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The decision to create issued by the decision of the sole founder. Sample decision on the creation of a legal entity

The legislation provides for the opening of a new company both by one participant, whether it be an individual or other organization, or by a group of individuals or companies. However, LLC cannot be organized by another company, which is also created by one participant. This means that either a “physicist” or a society created by a group of people can act as a founder in a single person.

How does an LLC start?

Where does the business start? With the decision to start doing it! Therefore, in order to create an LLC, it is necessary to draw up a Decision. If the company is organized by a single participant, then it is necessary to prepare the decision of the founder. If there are several participants, then the document will be called “Decision of the meeting of founders” or “Minutes of the meeting of founders”. Each participant must have agreed and recorded in the minutes the share in the authorized capital, which is mandatory for payment.

We fill out the form of the Decision on the creation of an LLC

It should be noted that there is no form prescribed by law. The decision is drawn up in any form and must contain the information listed below. Consider the option when the founder is one. The following information should be reflected in the standard form of a decision to establish an LLC:

Full name of the founder, his passport details with the place of registration and date of issue.

As the sole founder, he decides on:

Creation of an organization in the form of LLC;
Approval of both full and abbreviated names. Here you need to indicate how the name will sound in full expanded form - Limited Liability Company "Name" and the short form LLC "Name";
Approval of the company's address - its legal and postal address. This may be the address of the founder's registration or his permanent residence. The postal address may consist of a PO box number. The main thing is that the organization can really be found at this address, and, of course, that the correspondence reaches. Not only clients will send letters here, but also the tax office. Postal and legal addresses may be the same;
Approval of the authorized capital, its size and share, as well as its value and by what means it will be paid. The authorized capital of an LLC must be at least 10 thousand rubles. When there is only one participant, the share is 100%. This must be specified. According to the law on the creation of an LLC, it is possible to pay a contribution to the authorized capital not only with money, but also with other property;
Deadlines for making contributions to the Criminal Code. It is necessary to make a share in the authorized capital before the expiration of four months from the date of registration. This is the maximum time allowed by law. The founder can specify specific dates, but not exceeding the specified limit. Here you can also specify information on whether it is possible to pay a share in installments, and by what time each part must be paid.
Approval of the Charter of the organization. The charter is the founding document. Together with the Charter and the Decision to establish an LLC, the founder will go to the tax office to register his company. The charter consists of several clauses that duplicate the clauses prescribed in the decision to create. But in addition, the following information should also be present: the rights and obligations of the founders, the procedure for transferring a share or part of a share to other persons, the rules for storing and providing documents to a company member or third parties. Also, there may be other information that does not contradict the law.
On the appointment of a leader. There are two options: either this is the founder himself, and he assigns the duties of the head to himself, or this is a hired person who performs the functions of the head.

In the second option, the head cannot be a founder or have a share in the authorized capital, since there is only one founder, and this was noted in the paragraph above.

Regardless of who will be chosen as the head of the company - whether the founder himself or a hired individual, it is necessary to conclude an employment contract with the director in accordance with the labor and civil code. Also, in the Decision, it is necessary to indicate the full name and passport details of the person who will take the managerial position. In addition, you need to decide in advance how the position will sound: Director, General Director, Head, President.

If there are several founders, then all founders are entered in the protocol with indication of passport data, place of registration. The list of items is almost identical, adjusted for several participants.

After listing the full names and passport data, the minutes indicate that they “made a decision about” and then the same points as in the decision of the sole founder. However, in the fourth paragraph, information should be disclosed on the size of the share of each founder and its nominal value.

If questions arise during the preparation of the Decision or Protocol, then the Federal Law “On Limited Liability Companies” contains almost all the detailed information on how to draw it up, and what information needs to be entered and disclosed.

A limited liability company is a common organizational and legal form of an enterprise in Russia. Every year dozens of entrepreneurial structures of this type are created in our country. The first measures to establish a new company in the form of an LLC begin with the execution of the decision of the sole founder or the preparation of the minutes of the general meeting of participants on the creation of a new enterprise. We will find out how to draw up these documents correctly and what are the features of the appointment of a company director in 2017.

LLC refers to commercial organizations, the main purpose of which is to create profits that are distributed among the participants.

The main difference between an LLC and other collective enterprises is that the liability for the obligations of a participant in this organizational and legal form of entrepreneurship is limited to the amount that the founder paid when creating the company as his part of the authorized capital.

And although some critics consider the disadvantages of an LLC that for its establishment it is necessary to have an authorized capital of at least 10 thousand rubles, as well as a bank account and a seal, but these are rather advantages thanks to which almost any citizen can open an enterprise.

And also the disadvantages of an LLC include a more complicated procedure for its registration compared, for example, with the registration of an individual entrepreneur. But even here, the steps to create an LLC are still quite simple and, which is especially valuable, they have a clear algorithm limited by laws.

The creation of an LLC is associated with minimal time and material costs

A short list of basic documents for the creation of a limited liability company

The registration of an LLC is detailed in many regulatory laws of the Russian Federation, among which the main ones are the following:

Law No. 14-FZ of February 8, 1998 “On Limited Liability Companies”;
Law No. 129-FZ of 08.08.2001 "On State Registration of Legal Entities and Individual Entrepreneurs";
Government Decree No. 506 of September 30, 2004 “On approval of the Regulations on the Federal Tax Service”.

And also some changes in the conditions for registering an LLC were introduced by law No. 67-FZ from January 1, 2016.

General requirements for the composition of documentation for opening a company

Currently, when registering an LLC, there are two options for the documentation portfolio. In the first case, when the founders include both individuals and law firms, the following list of documents is provided:

notarized copies of the passports of the founders of the company, the head and the chief accountant;
minutes of the general meeting of the founders;
charter;
memorandum of association (if there is more than one founder);
lease agreement for a building or apartment (office);
certificate of ownership of the rented building/apartment;
orders for hiring directors and chief accountants;
acts on the transfer of material values (property) of the founders to the statutory fund;
receipts and cash receipts for the amounts received in the authorized capital from the founders;
statements of legal entities-founders. These applications are drawn up in accordance with a special form R11001, which lists all the documentation required for this: the charter, memorandum of association, minutes of the founders' meeting, an extract from the minutes confirming the rights of the head of the company, a copy of the head's passport, an extract from the Unified State Register of Legal Entities, a certificate of assignment of the OGRN, a letter from tax inspection on registration, TIN certificate. All copies are notarized.

In the second option, in which, in addition to domestic enterprises, the founders of the LLC also include foreign citizens and foreign legal entities, copies of all documents submitted in a foreign language are notarized translated.

Circumstances are also provided for when the charter fund of a company is made up of property contributions. In this case, to confirm these deposits, you must have the following documents:

certificate of ownership;
technical passport for property;
property warranty card;
the value of the transferred property.

At the same time, on the basis of the submitted documents, an act of appraisal is drawn up, as well as the acceptance of this property on the balance sheet of the LLC.

Registration of the minutes of the meeting of the founders of the LLC

General meetings in an LLC are held at a frequency determined by the statutory provisions of a particular company. In particular, annual meetings are necessarily organized. As for the meeting of the founders of an LLC, it is held only once, since after it is held, the status of the founder changes to the status of a participant.

This is the difference between these concepts.

Thus, the founders are legal entities and individuals who take part in the initial creation of the LLC. Passport data of individuals and the main details of law firms that are the founders are entered in the Unified State Register of Legal Entities. And this list of founders remains unchanged throughout the existence of the enterprise.

Approval of the minutes at the general founding meeting on the creation of LLC

But the list of participants can change both towards expansion in case of admission of new members, and reduction, in case of exclusion of former members.

Thus, after the first meeting, the founders become participants, members or shareholders of the established enterprise.

When should minutes of a meeting be drawn up?

If there are two or more founders, the Minutes of the meeting of founders must be drawn up. When the founder is only one individual or one legal entity, the first constituent document is the decision of its sole founder about the intention to create an enterprise. The minutes of the meeting of founders in this case is not drawn up.

The meeting of the founders for holding the founding meeting is recorded in the form of appropriate notifications, which indicate the date of the meeting and its tentative agenda. These invitations are sent to all interested parties.

Sample notice of convening a constituent assembly

Nuances of holding a meeting of LLC participants

The rules for drawing up the Minutes of the meeting of founders are regulated by Article No. 181.2 of the Civil Code of the Russian Federation.

The minutes of the founders are required to fix the following mandatory provisions.

Place and date of the event.
List of founders. For founders - individuals, passport data are recorded. For founders representing legal entities, enter: the full name of the enterprise; legal address; OGRN, KPP and TIN codes; Full name and passport data of a representative of a legal entity.
Chairman of meeting.
Assembly secretary.
agenda
The contractual obligations of the founders to coordinate their actions, which are reflected in a separate agreement on the establishment.
The results of the voting.

The agenda of the meeting must necessarily include the definition of the main characteristics of the future enterprise:

the full name of the enterprise with an indication of its organizational and legal form in the form of LLC;
legal address;
the size of the authorized capital with the distribution of its shares;
charter;
Full name of director.

An example of the minutes of the meeting of the founders is given below.

Sample minutes of the general meeting of founders of LLC

At the same time, it should be emphasized that voting on all issues on the agenda should be decided exclusively unanimously. In the absence of unanimous approval of the questions, the registration of the LLC will be denied. That's when the registration of the enterprise has already been carried out, then in the minutes of the general meeting of participants or shareholders it is possible to approve decisions taken not unanimously, but by a simple majority or 3/4 votes, depending on the category of the problem.

Making a decision on the opening of an LLC with a single founder

In general, the number of founders of an LLC can vary from one to fifty. Registration of an LLC with one founder is a fairly widespread practice.

In the case when the founder of an LLC is only one individual or legal entity, this fact is recorded in the minutes of the decision to establish the enterprise. To register a company, the presentation of this protocol is mandatory. The official name of the Minutes of the meeting on resolving the issue of establishing an LLC may look like this - “Decision of the sole founder on the creation of a Limited Liability Company”.

A sample decision of the sole founder on the creation of an LLC is shown in the photo.

Sample decision to create an LLC with a single founder

The given sample is not an approved canon, but just one of the solutions. For example, this decision can be formalized in the form of a regular minutes of the general meeting, in which the founder has the sole right to vote, and the rest of the meeting participants have only an advisory vote.

Appointment of the CEO

Appointment to the position of director of an LLC is the very first step in the activity of a newly created enterprise. This appointment is usually made out by order No. 1, which is signed mainly by the “freshly baked” director himself. The source for issuing an order to appoint a chief executive is a corresponding entry in the minutes of the constituent assembly or in the decision of the sole founder.

An example of an order to approve the chief executive of an LLC is shown in the photo.

Sample order for the appointment of the general director of LLC

Does a notary have to certify documents?

Notarization of the order on the appointment of the general director of an LLC when creating an enterprise is not regulated by law. Another thing is when it comes to changing the old head of the enterprise. In this case, when a new manager is approved, it becomes necessary to correct the basic information about the company in the Unified State Register of Legal Entities. To correct the entry in the Unified State Register of Legal Entities about the change of the chief executive, an application is submitted to the relevant tax service in the form No. Р14001, where the Title page, Sheet K (p. 1 for the old director, p. 1-2 for the new head), Sheet P (p. 1–4).

If, when submitting an application, all the founders sign in the presence of the tax inspector accepting the documents, then notarization is not required. In practice, all signatures of the founders are certified by a notary. True, at the same time, the personal presence of all participants in the LLC at the notary is not required. It is enough that he had the applicant himself - the new director of the company, authorized to sign the necessary documents.

As for the notarization of other registration forms, the following documents must be notarized without fail:

certificate of registration of a legal entity;
charter;
certificate of state registration of a legal entity;
the decision to establish an LLC;
decision or minutes of the general meeting on the change of the head.

Procedural actions for the creation of an LLC begin with the convening of a meeting of interested persons, which serves as the basis for drawing up the minutes of the meeting of the founders. Russian legislation clearly regulates the form for compiling this document, which includes a mandatory list of the most important characteristics of the enterprise being created. When the founder of an LLC is only one natural or legal person, the minutes of the founding meeting are replaced by a decision on the establishment of a new enterprise, which is approved by the sole founder with his signature.

According to the law, when creating any organization, it is necessary to comply with all the necessary formalities, namely, to submit the relevant documents to the registration authorities. This is necessary for tax registration of a legal entity, as well as for entering information about the company into the Unified State Register of Legal Entities ().

When establishing an LLC (limited liability company), it is necessary to submit an appropriate decision to the registration authorities. Consider what kind of document it is and how to compose it correctly.

What it is?

The decision to create an LLC is one of the documents that will be required for. The need for it arises when the organization has a single founder.

When several founders are involved in the process, it plays its role. It reflects information about the date and place of the meeting and the decision taken in the process of its holding to create an organization.

Who draws up the document and when?

When an organization has one founder, the decision is drawn up and signed by him. This is the first stage from which the registration of a new company begins.

In the case when there are several founders, the minutes of the meeting are drawn up by the secretary. This document is signed by all participants.

There are a large number of law firms offering their services for the preparation of such documents for submission to state registration authorities. If necessary, you can entrust such specialists with the collection and execution of all documentation.

Where to apply?

To register a company, a decision signed by a sole participant must be submitted to the Federal Tax Service(FTS). This authority registers the legal entity for tax purposes, as well as submits the necessary information for inclusion in the Unified State Register of Legal Entities.

It is better if the decision is made in 2-3 copies, since this document may be required not only at the Federal Tax Service, but also for presentation at various institutions, banking structures or funds.

In addition, the following documents must be submitted to the tax office:

statement drawn up;
organizations in duplicate;
a document confirming the payment of the state fee;
copies of the certificate of ownership;
agreement on the establishment of LLC.

If registration is not carried out at the place where the founder is registered, then a prerequisite is the presence of a letter of guarantee on the provision of the address.

You can learn more about this documentation from the following video:

Compilation rules

This document must contain the following items:

Name of the organization.
The address where the business is located.
Size information. In cases where the capital does not consist of monetary property, the document must contain information on the name and nominal value of the property mass.
If the organization has several founders, it is necessary to indicate the percentage share of each participant in the total mass of the authorized capital.
Details of the person appointed by the CEO. In addition to the information specified in the citizen's passport, the document must contain the period for which the person is vested with the powers of the head. Subsequently, on the basis of this, it will be compiled.
The document must contain the signature of one founder, if he is the only one.
The date the decision was made. It must be no later than the date of payment of the state fee upon registration.

When a document contains more than two sheets, it must be stapled. You need to draw up a solution in at least two copies. One of them is intended for submission to the state registration authorities, the second must be kept indefinitely in the archive of the organization.

When a company is established by several participants, notarization of the document is required.

The listed points are the main rules in the preparation of constituent documentation. Depending on the characteristics of the enterprise, any additional information may be required to be included in the text of the paper.

It is strange, but the law does not provide for the requirements for the form and content of the decisions of the sole shareholder, who owns all the voting shares of the JSC, as well as the sole participant in the LLC. Meanwhile, businesses, ranging from small to large enterprises, have not limited their activities to a single legal entity for a long time and in most cases are groups of companies that include at least several legal entities - subsidiaries with a single shareholder / participant. In this regard, the issue of the procedure for formalizing the decisions of the sole shareholder / participant is now especially relevant, because the time has come for meetings at the end of the year and fixing the decisions taken at them.

You will find answers to many questions and get ready-made sample documents! What confirms the status of the sole shareholder/participant? What questions fall within its competence? How to formalize his decision (if he is an individual, or a legal entity, or a foreign company)? But we will talk about the certification of a copy, the preparation of an extract and the storage of decisions in the next issue of the journal.

It is known that in joint-stock companies (JSC) and limited liability companies (LLC), regulatory legal acts and the charter determine the terms and procedure for convening and holding general meetings of shareholders/participants. The legislation on joint-stock companies also defines the procedure for drawing up and requirements for the content of the minutes prepared following the results of the general meeting of shareholders. At the same time, the legislation on LLC contains only an indication that the minutes of the general meeting of participants are kept by the executive body of the company. Despite this omission, in practice the minutes of the general meeting of participants in an LLC are, by and large, identical in form and content to the minutes of the general meeting of shareholders in a JSC.

And the most interesting thing: the law does not at all provide for requirements for the form and content of the decisions of the shareholder who owns all the voting shares of the JSC (sole shareholder), as well as the participant owning a 100% stake in the authorized capital of the LLC (sole shareholder). It is on this "gap" that we will focus.

How to confirm the powers of the sole shareholder/participant?

The powers of the sole shareholder / member of the company are fixed in its constituent document - the charter. Partners and government agencies are usually provided with a notarized copy of this document or an ordinary copy certified by the general director (other executive body) of the company, and in rare cases - a copy certified by the registration authority.

The law obliges a joint-stock company to indicate in the charter information that the company's shares are owned by one person 1 , in contrast to an LLC. But, despite the fact that the law does not establish such requirements for an LLC, it will not be superfluous, first of all, in order to avoid misunderstanding and unnecessary questions from the bodies and persons to whom the charter in certain cases can be provided to confirm the powers of the sole participant.

By the way, both a legal entity and an individual can act as the sole shareholder or member of the company. At the same time, as a general rule, a joint-stock company cannot have another economic company consisting of one person as the sole participant 2 . There is a similar requirement for LLC 3 .

It should be taken into account that if documents confirming the powers of the sole shareholder / participant must be submitted, for example, to state bodies or to the court, then, as often happens, one charter will not be enough. In this case, it will be necessary to additionally submit an extract from the register of shareholders in relation to JSC or a list of participants in relation to LLC. For clarity, we give samples of such documents in Examples 1 and 2 in the form in which they are compiled in practice.

In addition, an extract from the Unified State Register of Legal Entities 4 may be required as an additional document confirming the powers of the sole shareholder/participant. When requesting this document, government agencies often set an “expiration date”, for example, they can be satisfied with an extract from the Unified State Register of Legal Entities received no earlier than 2 weeks before its presentation.

What does he decide?

The sole shareholder in a joint-stock company (and a participant in an LLC) is authorized to resolve issues that fall within the exclusive competence of the general meeting of shareholders (participants of an LLC), despite the fact that he is in a single person (according to clause 3, article 47 of the Federal Law on JSC and Art. 39 of the Federal Law on LLC).

In JSCs, the competence of the general meeting of shareholders is determined by paragraph 1 of Art. 48 of the Federal Law on Joint-Stock Companies (we do not give this long quote from the Law here in order to be able to publish more sample documents for various cases; after all, you can familiarize yourself with the text of the Law in the legal reference system, on the Internet or with your lawyer). It must be said that not all issues listed in this paragraph are considered in companies, all of whose shares are owned by one person (for example, determining the procedure for conducting a general meeting and electing members of the counting commission loses its relevance for the sole shareholder). In addition, it should be taken into account that the provisions of the Federal Law on JSCs regarding the approval of the company's transactions with interest and large transactions do not apply to companies consisting of one shareholder who simultaneously performs the functions of the sole executive body (clause 7 of article 79 and clause 2 article 81 of the Federal Law on Joint-Stock Companies). And what is the point of a separate document for a shareholder or participant to approve a deal concluded by him as a general director?

The situation is similar in LLC.: with the competence of the general meeting of participants, which "flows" to the sole participant of the company (it is defined in Article 33 of the Federal Law on LLC), with the procedure for convening / holding a meeting, with the approval of interested-party transactions and major transactions (clause 6 of Article 45 and clause 9, article 46 of the Federal Law on LLC).

When is a decision required?

In cases prescribed by law, the sole shareholder / participant must make a decision without fail. For JSCs and LLCs, such a case is the same - making a decision at the end of the year.

In a JSC, the sole shareholder is obliged annually, within the time limits established by the company's charter, but not earlier than 2 months and not later than 6 months after the end of financial year 5 (i.e. from March to June inclusive) to decide on:

approval of annual reports, annual financial statements, including profit and loss statements (profit and loss accounts) of the company, as well as
distribution of profit (including the payment (announcement) of dividends, except for profit distributed as dividends based on the results of the first quarter, six months, nine months of the financial year) and losses of the company based on the results of the financial year;
on the election of the board of directors (supervisory board) of the company 6 , the audit commission (auditor), approval of the company's auditor;
other issues related to the competence of the general meeting of shareholders.

In an LLC, the sole participant must at least once a year, by his decision, approve the annual results of the company's activities 7, namely:

approve the annual report and the annual balance sheet;
distribute net income.

This decision must be made within the period determined by the company's charter, but in any case not earlier than 2 months and not later than 4 months after the end of the financial year (ie from March to April).

All other decisions of the sole shareholder/participant, in addition to the decision at the end of the year, are extraordinary.

On expanding the "agenda"

In practice, there are cases when, by the time an annual decision is made, issues are brewing that are essentially not related to the annual results of the company's activities (for example, on the approval of a major transaction or on amendments to the charter, etc.). If in the decision of the sole shareholder / participant at the end of the year, along with the mandatory issues, other issues are resolved, then this, without any doubt, will not contradict the law. However, this may cause some inconvenience when providing a copy of such a decision to third parties.

Example 3

Imagine such a situation. A company with one member, wishing to obtain a loan from a bank for the purchase of real estate, submits to the bank, at its request, by no means a small number of documents confirming its real solvency. If for the company the conclusion of a loan agreement will be a major transaction, the bank will certainly require the submission of a protocol / decision of the authorized management bodies on the approval of such a transaction. And this is quite understandable, since the bank needs to eliminate all possible risks of recognizing the concluded transaction as invalid (after all, if a transaction that requires approval by the supreme management body of the company is not approved by it, both before its conclusion and after, then under certain circumstances it may be declared invalid, as a result of which everything received under the transaction must be returned to the parties). And if the only member of such a society reflected all the issues important to him, including the approval of the company's conclusion of a loan agreement, in one document - a decision at the end of the year, then the bank will be aware, among other things, that it does not at all relate to the issue of obtaining a loan. This is not always beneficial to society. Moreover, the bank may have additional questions in connection with accidentally obtained information.

You might object that there is a way out of this situation: you just need to provide the bank with an extract from the decision, in which you can omit “everything superfluous”. But after all, the bank may urgently ask for the original decision or a copy of it ... and it will be difficult for him to refuse.

Documentation of the decision

Unfortunately, there is no unified form of decision of the sole shareholder/participant. The law only stipulates that the decision is made by the shareholder/participant solely and is formalized in writing. Thus, the solution can be written in an arbitrary form, but it is better:

do this using the details usually used for organizational and administrative documentation (this is an occasion to recall our beloved GOST R 6.30-2003), and taking into account the practice of working with such documents in JSCs and LLCs;
approve the form of the decision in the local regulatory act of the company, such as the regulation on the sole shareholder / participant, then there will be fewer errors in its execution.

The form of the decision of the sole shareholder/participant (hereinafter we will simply call it the “decision”) is similar to the standard form of the order we are familiar with. Therefore, we will comment on the design of only individual details of the solution.

There are organizations in which it is generally not customary to register such documents. They explain this by the fact that the decisions of the sole shareholder / participant are exclusively internal documents, the originals of which rarely leave their native walls. And if there is a need to present the decision to a third party, then a certified copy of the decision or an extract from it is usually provided. In order to avoid confusion, we recommend registering and assigning not only a date, but also a number to such decisions.

Often there are solutions in which the name of the organization appears inside the name of the document type, and not as a separate first line on it. Then it turns out that the decision is not drawn up on the letterhead of the organization, therefore, in the signature of the sole shareholder / participant, the name of the “position” includes the name of the organization. In this case, the number of the decision is written next to the word "DESOLUTION", and the place of publication and date are placed in the same way as when drawing up the contract (compare Examples 4 and 5). Everyone is already used to this option, which is contrary to the recommendations of GOST R 6.30-2003, and many consider it the only true one.

The emergence of this practice is largely due to the fact that decisions of shareholders / participants are often drawn up by lawyers who are well versed in the proper content of these documents, but do not have the skills to draw up organizational and administrative documentation - they do not understand the function of each requisite. Yes, and GOST R 6.30-2003 is advisory in nature. Not only lawyers, but also the participants/shareholders themselves, as well as government agencies and counterparties who see these documents, are used to this design. In order not to take risks once again and not lead to the need to prove one's case, for example, when a government agency decides to justify the delay by nitpicking about the execution of your documents, we recommend “going with the general flow rate”, i.e. make decisions like “all lawyers”.

The date of the decision is the date of its adoption by the sole shareholder/participant. At the same time, pay attention to the legislatively fixed periods for making decisions at the end of the year (we called them above for JSCs and LLCs). Usually, the date is written in Arabic numerals in the sequence day, month and year, separated by dots (for example, 20.04.2012 ) or in a verbal-numeric way (for example, April 20, 2012). In the second case, the word “year” is not written in full, but the abbreviation “year” is used. In important documents, the number in the date must be written in two digits (for example, 09), so that no one ascribes / imprints the number 1 or 2 before the nine, turning April 9 into the 19th or 29th.

The text of the decision is conditionally divided into introductory and main parts:

The introductory part includes information about the sole shareholder/participant:
- for individuals - full name, passport details, address of residence; for legal entities - name, registration data, location address;
- an indication that he is the sole shareholder (participant);
- the number of shares owned by the shareholder (the size of the share of the participant, constituting 100% of the authorized capital of the company);
and ends with the words “decided” or “made a decision”, which can be written at the end of the first paragraph (according to the rules of the Russian language, see Example 9) or on a separate line (by analogy with the order form, see Examples 10 and 11);
the main part of the text includes the actual decisions made on one or more issues that fall within the competence of the sole shareholder/participant, listed in the text in order. The solution for each question is written, starting with a new paragraph using ordinal numbering.

Recall the rules for marking the presence of applications:

Example 6

A note about the presence of applications (in this case, another document is attached to the second application)

As part of the “Signature” attribute, instead of the “position of the person” we are used to, in the decision we will write “Sole shareholder” or “Sole participant” (the name of the company is added if the document is not drawn up on its letterhead), and then, as always, there is a personal stroke and FULL NAME. See examples 9 to 11.

If another organization B acts as a shareholder/participant of organization A, then the head of organization B puts the signature on the decision (see Example 11).

The decision is usually sealed with the seal of the company, which is located next to the signature of the sole shareholder / participant. Please note: even if the sole shareholder / participant of company A is legal entity B, the decision is stamped by company A, but not by legal entity B, whose head signed it. That is, it is kind of exception to the rule that the seal certifies the signature of an authorized person signing the document on behalf of the organization.

The decision of the shareholder is drawn up in 2 copies, as established in relation to the minutes of the general meeting of shareholders in paragraph 1 of Art. 63 of the Federal JSC. It is recommended that the decision of an LLC participant be drawn up similarly in 2 copies, despite the fact that this is not specifically prescribed in the Federal Law on LLC with respect to the minutes of the general meeting of participants.

If the decision is made on 2 or more pages, its sheets should be properly stitched with a thin tape or thick thread. At the place of stitching on the back, stick a small piece of paper on which to write “Stitched, numbered, certified by signature and seal of 3 (Three) sheets” and the date. Then affix the signature of the sole shareholder/participant and the seal of the company so that they are partly located on the decision sheet and partly on the glued sheet with the inscription. It happens that the executive body of the company (i.e. the director, general director, etc.) puts a signature on the stitching, which is not a mistake due to the unsettledness of this issue by law.

if he is an individual (Example 9) and at the same time the general director (i.e. the sole executive body, see Example 10);
if it is a legal entity (Example 11) and at the same time a foreign one (Example 12).

It must be said that not in all cases the will of the sole shareholder/participant can be expressed in the form of a decision. This follows from paragraph 11 of the Information Letter of the Presidium of the Supreme Arbitration Court of the Russian Federation dated March 13, 2001 No. 62 “Review of the practice of resolving disputes related to the conclusion of major transactions by business companies and transactions in which there is an interest”. This letter says that in companies consisting of one shareholder, a document equivalent to the decision of the general meeting of shareholders is the decision of this shareholder or another written document in which his will is expressed (consent to the transaction). Thus, the consent of a shareholder/participant to a major transaction or a transaction in which there is an interest may be expressed by the company in another document, in particular, in a letter. At the same time, it must contain all the conditions provided for by law to be included in the minutes of the general meeting of shareholders / participants on the approval of a major transaction and a transaction in which there is an interest. An example of such a letter is shown in Example 13.

The peculiarity of this example is the presence of an English version of the decision of the owner - an offshore company, which is very common in LLCs and JSCs.

As you can see, this letter is not issued on the letterhead of the LLC, but is written on behalf of an individual - the only participant in the LLC and does not have a seal (compare with the document from Example 9).

If 100% of the shares in the authorized capital of an LLC belonged to a certain legal entity, for example, a CJSC, then this CJSC could draw up this document on its letterhead and put its stamp on it.

When creating a limited liability company, you have to deal with a bunch of documents that are the first step on the way to. The first step is to form a decision to create an LLC. Let's figure out what kind of document it is and what power it has.

Decision or protocol?

If a limited liability company is created, then at the first stage it is the decision of the founder to create an LLC. In this case, there is only one founder, and he does not need to coordinate the actions and rules of the organization with anyone. Therefore, the new organizer must use the standard form for filling out, intended for LLC with a single founder.

In the case when a company is created, regardless of their number, it is made up of all the founders who will have their share in the LLC. This form will have a different filling specifics than the solution. It can be called the decision of the founders (precisely in the plural) to create an LLC.

If a limited liability company is created by one individual or legal entity, then at the first stage it is the decision of the founder to create an LLC.

Let us dwell in more detail on the nuances of drawing up a decision on the creation of an LLC by one founder.

Varieties of forms for drawing up a decision

The opening of an LLC by one founder can take place according to two different scenarios. First: the founder is the executive body in this organization, i.e. he does not have to hire a director. Second: the founder is only the owner of the business, but the functions of managing the organization will pass into the hands of a hired director, who must be admitted to the LLC under an employment contract. In this situation, the director cannot be a member of the LLC.

A legal entity fills in the decision of the founder on the creation of an LLC, the appropriate form. To do this, you need to download the solution form.

Before starting to fill in all the points in the document, you can see a ready-made sample decision to create an LLC with a single founder. It is relevant for an LLC created in 2017. Such an example will allow you to understand the essence of the document and preparation for the process of registering an organization.

How to make a decision to create an LLC

The following information is required to complete the document:

Passport data of the founder.
His address of residence.
established LLC. This may be the address of residence of the founder, if the option of renting another premises for the office of the organization is not provided.
The name of the organization that will be registered as an LLC with one founder. The name can have both a full form and an abbreviated one, if there is such an option, then it must be indicated in the decision.
The amount that is accepted is set by the founder, but not less than 10,000 rubles. The authorized capital must be credited to the founder's bank account. Contributions can be one-time or partial. This information is reflected in the decision.

When creating a company by one founder, there is no need to divide the capital into: the founder owns 100% of the capital, which is what we prescribe in the decision. If at first the amount of capital corresponds to the limit determined by the law of the Russian Federation, it must be paid in money. When the limit is increased, the remaining part is paid in property, securities or other means, which must be indicated in the decision. If the entire amount is not paid at the same time, then you need to prescribe the terms of payment. A limited liability company is given 4 months from the date of registration for this.

When creating a company by one founder, there is no need to divide the capital into shares: the founder owns 100% of the capital.

“Information about the executive power” - this item has differences in filling out the decision depending on who will take the position of director in the organization: the LLC participant himself or an employee. Positions must be given an official title. As an example, "general director", "president", "leader" can be used. The name must also be recorded in the decision. If the position of the head is elected, then the data of this individual is entered in the decision. Do not forget that he cannot be the founder of the company if the LLC was created with a single participant.

The last item is acceptance information. This document is being developed in parallel with the writing of the decision, because without these documents it makes no sense to apply to the tax office for registration.

The document must be signed by the founder and printed in 2 copies. At this stage, the process of opening an LLC starts.

Summing up

If a new organization is created by one individual or legal entity, then the starting document on the way to registration is the decision of the sole founder of the LLC, and not the protocol. Therefore, there is no need to draw up an agreement, which is an integral part of the creation of a company by several founders.

Despite the fact that the decision of the founder is not a regulatory document of the future organization, it cannot be excluded from the general package of documents for the Federal Tax Service. Any mistake made in drafting the decision may result in refusal to register the company. Therefore, it is worth using ready-made forms so as not to create unnecessary problems for yourself.