Major deal approval decision template. Major Deal Approval Decision

In order to participate in an electronic auction, suppliers are required to submit to the ETP operator information on transactions with a high value. The content, application, as well as a sample decision to approve a major transaction can be found in this article.

1. What is a Major Deal Approval Decision?

The transaction will be considered major if it goes beyond the boundaries of ordinary economic activity and is associated with the purchase or sale of property of a joint-stock company (more than 30% of shares) or provides for the transfer of property for temporary use or under a license (clause 1 of article 46 No. 14- FZ). Moreover, in both cases, the price of such transactions should be at least 25% of the book value of the company's assets with limited liability(OOO).

The decision to approve such an operation is a document that indicates maximum price one contract (clause 8, part 2, article 61 No. 44-FZ). If required, it is accepted in accordance with the legislation of the Russian Federation (14-FZ, 174-FZ, 161-FZ, etc.) or according to the rules established in the Charter of the procurement participant. In other cases, this is done by the supplier's representative authorized to obtain accreditation at the ETP.

In an LLC, approval is in the competence general meeting. If the organization has a board of directors, then on the basis of the Charter, the adoption of agreements on such operations can be transferred to its jurisdiction.

2. When such approval is needed in the contract system

To participate in an electronic auction, all those who wish to first pass accreditation at the ETP. To do this, they provide a common package of documents, which includes consent to the transaction. Moreover, this is always required, including when the purchase does not belong to the category of large ones. You can find a sample decision on a major transaction 44 FZ at the end of the article.

Information must also be included in the second part of the application, if required by law or founding documents, and also when both the provision of the contract or application and the contract itself will be large for the participant. In the absence of this information, the candidate may be rejected at any stage before the conclusion of the contract. The auction commission of the customer is responsible for verifying the data (clause 1, part 6, article 69 No. 44 of the Federal Law).

It is important to note that individual entrepreneurs, unlike LLC, do not belong to legal entities. Therefore, they are exempted from the obligation to submit such a document for accreditation at the ETP.

Having trouble completing the paperwork?

Order competent assistance in filling out documents from our specialists, with payment for the result

3. Approval of a major transaction with a single founder

LLCs, in which there is only one founder, who acts as the sole executive body, are not required to draw up such a document (clause 7 of article 46 No. 14-FZ).

At the same time, in paragraph 8 of Part 2 of Art. 61 No. 44-FZ states that in order to pass accreditation at the ETP, participants electronic auction must submit such information regardless of the form of ownership. Otherwise, it will be impossible to bid.

But it is not necessary to include this information in the second part of the application. It is considered that if the supplier has not provided such data, then the conclusion of the contract does not fall into the considered category for him. But, as practice shows, even the decision of a single participant to approve a major transaction, just in case, is attached to the general package of documents. It is important not to make a mistake here. Otherwise, there is a risk of rejection of the auction participant due to the fact that he provided false information. Such cases are disputed by the Federal Antimonopoly Service, but the period for concluding a contract increases.

4. What to look for when compiling: form and content

First of all, it should be noted that in the legislation of the Russian Federation there is no single sample decision to make a major transaction. But paragraph 3 of Art. 46 No. 14 FZ explains that such a document should indicate:

1. A person who is a party to an agreement and a beneficiary.
2. Price.
3. Subject of the agreement.
4. Other significant conditions or the order in which they are determined.

The beneficiary may not be indicated if it is impossible to determine it by the time the document is agreed, and also if the contract is concluded as a result of the auction.

At the same time, Art. 67.1 of the Civil Code of the Russian Federation establishes that decision the executive bodies of the LLC must be confirmed by notarization, unless another method is provided for by the Charter of such a company or by a decision of the general meeting, which was unanimously adopted by the participants.

P. 4, Art. 181.2 of the Civil Code of the Russian Federation fixes the list of information that must be reflected in the decision of the in-person meeting of the founders. The protocol requires the following information:

• date, time and place of the meeting;
• persons who participated in the meeting;
• results of voting on each item on the agenda;
• the persons who counted the votes;
• persons who voted against the approval of the transaction and demanded that a record be made of it.

Please note that the rules on approval do not apply to companies that consist of one participant, and he simultaneously performs the functions of an executive body (clause 7 of article 46 No. 14 of the Federal Law).

Thus, in order to be accredited and participate in the auction, we recommend using the sample decision on a major transaction 44 FZ both for a company that consists of one founder and for a meeting of participants that reflect all the requirements of the law.

5. Video instruction on how to prepare tender documents

For a guaranteed result in tender purchases, you can seek advice from the experts of the Entrepreneurship Support Center. If your organization belongs to small businesses, you can get a number of advantages: advance payments under government contracts, short settlement periods, conclusion of direct contracts and subcontracts without a tender. and work only on profitable contracts with minimal competition!

komdir

When passing accreditation on the trading floors, each participant faces the problem of providing a scan of the “Decision Form on Approval of a Major Transaction on ES”.

1. Major Deal Approval Decision for Electronic Marketplaces

At the stages of obtaining accreditation for the EP and during the action of submitting an application that is needed to participate in open competition, then the participant must provide this form. You can take part in an electronic competition if you have this permission, 44 of the Federal Law states this. Under this law, without major transaction approval decisions, then it will not be possible to participate in electronic procedures is prohibited.

2. Approval of a major transaction 44 FZ

The required document can be as different options, great importance in this case will have the number of founders of the company. Subject to how many founders the company will have. Will it have one or two founders, or maybe more, then the document will be called “Large Deal Approval Protocol”

The decision to approve the transaction may be the main component of the application, which is needed to participate in the tender. In this case, you will also need to provide a scan of this form. That is, the procedure will be the same as with.

Still have questions about preparing a decision on the approval of a major transaction for EP?

We employ only qualified specialists who are always ready to help you!

3. Decision on the transaction

In order to be able to participate in the competition, you will need this permission. Provided that the transaction will not be large for the tender participant, then you can simply attach a certificate stating that the transaction was not large. In all other cases, decisions on a major transaction must be attached.

The most frequently asked questions that participants ask is the question of what amount should be noted in the very decision to approve a major transaction. The answer to this question is very simple. You can mark any amount, but only it should be no more than the amount for which you will be ready to conclude a contract as a result. Basically, this amount is noted in the amount of several hundred million rubles. This amount will not force you to do anything.

Provided that the amount that you indicated earlier was lower than necessary to participate in the competition. Such situations are always correctable, you can make new form, and after it is compiled, they must be placed on the ETP.

4. Decision on approval of a major transaction LLC sample

Below you can see “Decision Form Approving a Major Transaction for electronic platform” . This form fully complies with all laws and can be used in electronic procedures.

illustrator — Daria Privalova

What is a big deal

A major transaction is one that involves the acquisition or alienation of property, the value of which is 25% or more of the book value of the company's assets. The value of assets is determined by financial statements as of the last reporting date (see Art. 78 208-FZ "On joint-stock companies» and Art. 46 14-FZ "On Limited Liability Companies").

Major transactions do not include transactions that are made in the course of the ordinary business activities of the company.

In the normal course of business, the Solution is not required:

• If sole member An LLC (or a shareholder of a JSC) is at the same time its sole executive body (part 7 of article 46 of 14-FZ and paragraph 1 of part 3 of article 78 208-FZ).
• For individual entrepreneurs, since an individual should not approve transactions to himself.

IN public procurement legal entities always need to provide a Solution, but such a document is not required from an individual entrepreneur. In commercial - at the discretion of the customer. Very rarely, commercial customers require this document not only from legal entities, but also from individual entrepreneurs.

Procurement under 44-FZ

The decision is attached to the application when registering a supplier in the EIS, but there are problems with integration between the portal and sites and not all documents are immediately transferred to the ETP personal account. Since the Solution is required in each purchase, it is better to play it safe and duplicate the documents in the second part of the application.

Document preparation

Until 2019, all participants in public procurement were accredited separately at each federal site. At the same time, the sites always carefully checked the documents. If the Decision on the amount was drawn up incorrectly, the operator rejected the application and indicated a specific error in the document. After that, the participant edited it and re-applied for accreditation.

During 2019, all participants in public procurement must be registered in the Unified information system(hereinafter referred to as EIS). After registration in the EIS, the documents are transferred to personal accounts federal sites automatically without additional verification. Thus, if you have an error in the Decision, it will not be found out at the time of registration in the EIS, but when your application is rejected on this basis. Therefore, the preparation of all documents should be approached as responsibly as possible.

What to Consider When Forming a Decision

Let's name six rules:

1. The decision on consent to a major transaction is made by the general meeting of the company's participants. If the company consists of a single member, he makes the decision solely.
2. The decision of the general meeting of participants in a limited liability company must comply with the requirements provided for in Art. 181.2 Civil Code RF. If there are several founders in the LLC, the decision of the general meeting is taken by the majority. There are two options for drawing up such a protocol: notarize it or independently, but in strict accordance with Part 4 of Article 181.2 of the Civil Code of the Russian Federation.
   

   The decision must contain the wording: “In accordance with paragraph 3 of Article 67.1 of the Civil Code of the Russian Federation, the adoption by the general meeting of the Company’s participants of the decision and the composition of the Company’s participants who were present at its adoption is confirmed by signing the document by all the participants of the company who were present at the meeting.”

3. The amount in the decision should refer to each individual transaction, and not to the total number of all transactions of the organization. It would be a mistake to write« approve transactions in the amount of 10,000,000 (Ten million) rubles". The customer is not obliged to calculate how many transactions the participant has concluded since the appearance of the document. It would be correct to say: The maximum amount of one such transaction should not exceed 10,000,000 (ten million) rubles».
4. Be sure to indicate in the Decision the period of its validity. If this is not done, the documents are valid for one year. Not everyone remembers this rule, which is why customers so often reject an application with an expired Solution.
   

   From judicial practice: during the consideration of the case, it was established that the decision submitted by the participant did not indicate the period during which transactions can be made. In this case, the decision is valid for one year. At the time of the auction, this period had already expired. The argument that the performance of such contracts is a common practice for society economic activity, did not work. Document: Determination of the Armed Forces of the Russian Federation of March 25, 2019 No. 310-ES19-1603.

5. The amount in the Decision must be indicated in numbers and in words. It is better to indicate the amount with a margin so as not to redo the document before each application. There are no restrictions on numbers, many suppliers indicate the amount in the decision« 1,000,000,000 (one billion) rubles».
   

   A funny case: one of our clients indicated “unlimited rubles 00 kopecks” in the decision. This should not be done, a specific maximum amount of one transaction should be indicated in the decision.

6. In 2019, all purchases under 44-FZ moved to electronic form, so do not forget to add all types of procurement procedures to the Solution, and not just electronic auctions.

Purchases under 223-FZ

In most purchases under 223-FZ, there is a condition that the participant must provide either a Decision on the approval of the transaction, or information that the transaction is not large with justification. Therefore, it should also be attached to each application.

Very rarely, but still, there is a condition that the Decision must be drawn up for a specific transaction that is planned to be concluded as a result of the purchase. Always read the documentation carefully and, if necessary, adjust the Solution before submitting an application.

You can use these templates to compose a Solution:

• Decision on the amount of the transaction for a single participant.
• Minutes of the general meeting of participants.

In the comments to the articles you can get answers from other suppliers, and experts will answer

The decision to approve a major transaction sample is the very document required for accreditation on most trading platforms, both on state electronic trading platforms and on commercial ones. Also, in the auction documentation there is a requirement to have a document in the second part of the application, the decision to approve a major transaction, may be an integral part of the application for participation in the tender.

1. Decision on approval of a major transaction of the sole member of the company

Solution #___

Sole member of the Limited Liability Company

"Society"

The sole member of the Limited Liability Company "Society", a citizen of the Russian Federation Ivanov Ivan Ivanovich decided:

1. Approve transactions made on behalf of Romashkin Dom Limited Liability Company based on the results of auctions in electronic form conducted on the MICEX electronic trading platforms "State Purchases" (etp-micex.ru), CJSC "Sberbank - AST" (sberbank-ast.ru), LLC "RTS-tender" (rts-tender.ru), JSC "United Electronic Marketplace"(roseltorg.ru), State Unitary Enterprise "Agency for the State Order of the Republic of Tatarstan" (zakazrf.ru).
2. The maximum amount of one such transaction shall not exceed 100,000,000 (one hundred million) rubles.

Founder of LLC "Society" ________________ Ivanov I.I.

2. Decision to approve a major transaction of the general meeting of the company

DECISION # _____

Extraordinary General Meeting of Participants of a Limited Liability Company (full name legal entity) on the approval of major transactions

____________ "__" _______ 20__

Date of the Extraordinary General Meeting: __________________________________________.

Venue of the meeting: __________________________________________________________.

Start time of registration of meeting participants: ___________________________________________.

Deadline for registration of meeting participants: ____________________________________________.

The meeting is open: _________________.

Meeting closed: __________________.

Registered for participation in the general meeting of _________ members of the company, which is ______ votes. There is a quorum for holding an extraordinary General Meeting of Participants. The meeting has the right to take decisions on the issues on the agenda.

Chairman of meeting ______________________________________________________________

Secretary of the meeting ________________________________________________________________

Agenda:

1. Approval of a major deal.

On the issue of approving and making major transactions, we listened to

with an offer to approve and make large transactions on behalf of

________________________________________________________________________________

(full name of the legal entity)

according to the results of auctions in electronic form held on the MICEX electronic trading platforms "State Purchases" (etp-micex.ru), CJSC "Sberbank - AST" (sberbank-ast.ru), LLC "RTS-tender" (rts-tender.ru) ), JSC "Single Electronic Trading Platform" (roseltorg.ru), State Unitary Enterprise "Agency for the State Order of the Republic of Tatarstan" (zakazrf.ru). The maximum amount of one such transaction should not exceed

________________________________________________________________________________

(amount in words and figures)

Decision is made.

Resolved:

Approve transactions on behalf of the Limited Liability Company

(full name of the legal entity), concluded based on the results of auctions in electronic form, held on the electronic trading platforms of the MICEX "State Purchases", CJSC "Sberbank - AST", LLC "RTS-tender", JSC "Single Electronic Trading Platform", State Unitary Enterprise "Agency under the state order of the Republic of Tatarstan. The maximum amount of one such transaction should not exceed _______________________________________________________________________________.

(amount in words and figures).

The item on the agenda of the Extraordinary General Meeting of Participants of the Limited Liability Company (full name of the legal entity) was considered.

Member signatures:

___________________/__________________/

Chairman of meeting: ___________________/________________/

Meeting Secretary: ______________________/________________/

Major transactions include transactions whose value exceeds 25% of the value of all company assets. The Articles of Association allow setting a different price threshold, changing or supplementing the list of possible agreements.

The current legislation of the Russian Federation requires a formal decision to approve a major transaction by an LLC. The procedure, as a rule, is carried out by the general meeting of all participants. If a supervisory board is organized, then such a function can be assigned to it by the charter (but only if the subject of the agreement costs no more than half of the available assets).

If the LLC was established by one person, then all the functions that fall within the competence of the general meeting are assigned to it - in this situation, a sample decision of the sole founder on a major transaction is required. However, the sole participant can independently resolve such issues only when he is not the CEO.

Sample decision on a major transaction

The law does not establish exact requirements for the form in which the sole founder must issue consent to conclude expensive agreements. The decision to approve an interested-party transaction and any major transaction is made in writing.

As a sample for filling, you can use the template provided in the FreshDoc service, it includes the following information:

• date and place of drawing up the document;
• full information about the founder;
• the name and details of the parties whose agreements are subject to approval, their statuses, basic conditions;
• confirmation of the authority of the person acting as the sole executive body to perform all actions to implement the approved decision.

A sample decision on a major transaction is signed sole founder, and there is no need to print.

Validity of the decision to approve a major related party transaction

Neither the Civil Code of the Russian Federation, nor the Federal Law "On LLC" contains indications of how long the decision made by the founder is really. The opinion of the Plenum of the Supreme Arbitration Court is as follows: the document confirming the approval can include a condition on the period of its validity - in this case, only a transaction concluded within the specified period will be considered as appropriately resolved. If there is no time frame, then the decision will be considered valid for one year from the date of its adoption.