Memorandum of association ltd. The memorandum of association between the participants of an LLC - the legal basis for drawing up a document What is an obligatory element of the memorandum of association

• What is the founding document of an LLC;
• What is the Charter;
• What information should the Articles of Association contain;
• Is it possible to amend the Charter;
• What is a memorandum of association.

From July 1, 2009 the list constituent documents dropped to one point. From this date, the only founding document of the Limited Liability Company is the Charter of the LLC. The Memorandum of Association is no longer considered a founding document, but it is a mandatory document for registering an LLC.

LLC Charter

As mentioned above, the Charter is the only founding document of the LLC and all future activities of the Company are carried out on the basis of the Charter.

According to Federal Law No. 14-FZ "On companies with limited liability» (article 12, paragraph 2) The charter must contain:

• full and abbreviated name of LLC;
• information about the location of the LLC;
• information on the competence of the governing bodies of the LLC, including on issues constituting the exclusive competence of the general meeting of participants in the LLC, 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 amount of the authorized capital of the LLC;
• rights and obligations of LLC participants;
• information on the procedure and consequences of the participant's withdrawal from the company;
• information on the procedure for the transfer of a share (part of a share) in the authorized capital of an LLC to another person;
• information on the procedure for storing LLC documents and on the procedure for the company to provide information to LLC participants and other persons;
• other information provided for by the Federal Law "On Limited Liability Companies"

At the same time, the Charter of an LLC may contain other provisions that do not contradict the current legislation.

Any interested person, including participants or an auditor, can familiarize themselves with the current version of the Charter. A fee may be charged for making a copy of the Charter, but it should not exceed the actual cost of making it.

Changes to the Articles of Association of LLC

The Articles of Association of a Limited Liability Company may be amended, for example, by increasing the size of the authorized capital of an LLC or changing legal address. Such changes are made only by decision of the General Meeting of Participants or the sole participant.

All changes are subject to state registration. The procedure for state registration of changes to the Charter of an LLC is reflected in the Law on State Registration of Legal Entities (,). Changes come into force from the moment of their state registration.

Memorandum of association

When registering an LLC, the Memorandum of Association, as before, is submitted along with other documents, although it is not a constituent document. The Memorandum of Association is an internal document of the Company and contains information on the amount of the authorized capital of the LLC and methods of its formation, the nominal value of the share of each member of the Company and other provisions.

1. The concept of a memorandum of association

In cases where the share is alienated in full, the place of the participant who has carried out the alienation of the share is taken by the acquirer of the share, to whom the corporate rights and obligations are transferred. In the event of a partial alienation of a share, the participant who has alienated part of the share remains, along with the acquirer of the part of the share, a participant in the corporate legal relationship. In other words, by acquiring a share (part of a share), the subject becomes the legal successor of the alienator of the share (part of the share). But succession is not possible for all the rights that the alienator of the share possessed. According to paragraph 2 of Art. 8 of the Law on Limited Liability Companies, additional rights (for example, the right to receive company services free of charge) granted to a certain participant in a limited liability company, in the event of alienation of his share (part of the share), do not transfer to the acquirer of the share (part of the share). This manifests the principle of non-transferability of the special rights of an individual member of the corporation, granted to him by the constituent documents.

Since July 1, 2010, the constituent agreement is called the agreement on the establishment of a limited liability company (Article 89 of the Civil Code of the Russian Federation and Article 11 of Law 14-FZ).

What is a memorandum of association

The founding agreement of an LLC (Establishment Agreement) is a document required when creating a company with two or more founders, which allows to fix in writing the agreements on the creation of the company, the procedure for distributing profits and general interaction, entry and exit of participants, as well as their heirs.

1. The memorandum of association is not a constituent document (clause 5, article 11 of the LLC Law, clause 1, article 89 of the Civil Code of the Russian Federation). It is an internal corporate agreement that regulates relations between the founders.
2. In the case of the creation of an LLC by one person, an establishment agreement is not required (clause 5, article 11 of the LLC Law, clause 1, article 89 of the Civil Code of the Russian Federation).

Why is this agreement necessary?

• The obligation to conclude a memorandum of association is determined by paragraph 1 of Article 89 of the Civil Code of the Russian Federation.
• The founders of a limited liability company conclude between themselves an agreement on the establishment of a limited liability company, which determines the procedure for their implementation joint activities on the establishment of the company, the amount of the authorized capital of the company, the amount of their shares in the authorized capital of the company and other conditions established by the law on limited liability companies.
• An agreement on the establishment of a limited liability company is concluded in writing.

The Memorandum of Association is submitted simultaneously with the Articles of Association, however, the role of this agreement is less significant for them than for those legal entities where the Memorandum of Association is the only constituent document.

There are two types of partnership agreement

What is the memorandum of association

An LLC creation agreement may include the following sections

1. Introductory part for the purpose of concluding a contract.
2. Name and legal form organizations.
   The legislation does not contain mandatory requirement on inclusion in the agreement of the name of the company being founded. At the same time, this information seems necessary to specify the subject of the contract.
3. The subject of activity and location of the LLC.
   In the foundation agreement, the planned address of the location of the company can be indicated.
4. Obligations of participants (founders) to create legal entity.
   The contract must contain information that makes it possible to accurately identify its parties (clause 1, article 432 of the Civil Code of the Russian Federation). As a rule, the surname, name and patronymic of the parties - individuals, the company name of legal entities are indicated in the preamble. In relation to the representatives of the parties (if any), it is also necessary to provide the grounds for the emergence of their powers (charter of the company, details of the power of attorney).
5. The procedure for the formation of property (payment of shares) and the size of the authorized capital.
   Information on the terms of payment of shares is mandatory (clause 5, article 11 of the LLC Law)
   Data on the amount of the authorized capital are mandatory (clause 1, article 89 of the Civil Code of the Russian Federation and clause 5, article 11 of the LLC Law). The amount of the authorized capital is determined in rubles and cannot be less than 10,000 rubles. (paragraph 2, clause 1, article 14 of the LLC Law).
6. Conditions on the liability of specific participants (founders) for the obligations of the created legal entity.
7. The procedure for distribution of profits and repayment of losses.
8. The procedure for managing the affairs of a legal entity.
   This information is mandatory (clause 5, article 11 of the LLC Law). As a rule, it includes:
   1. the date of holding the general meeting of founders;
   2. the procedure for sending a notice to the founders about the holding of the meeting;
   3. rules for nominating candidates for elected positions.
9. Rights and obligations of participants (founders).
10. Liability for breach of contract.
11. Conditions and procedure for withdrawal of participants (founders) from the organization and admission of new members, including:
    1. peculiarities of using the property of a participant transferred as payment for a share in the event of a subsequent withdrawal or exclusion of such a participant from the company (clause 4, article 15 of the LLC Law).
12. Dispute resolution procedure.
13. The procedure for changing and terminating the contract, reorganization and liquidation of a legal entity.
14. Other information and documents
    This information may include:
    1. provisions on the liability of the founders (forfeit, fine, penalties) in case of non-payment of a share in the authorized capital (clause 3 of article 16 of the LLC Law);
    2. the procedure for distributing the costs associated with the establishment of the company;
    3. the procedure for the participant to provide compensation to the company in the event of termination of the right to use property before the expiration of the period for which such property was transferred to the use of the company as payment for a share (paragraph 2, clause 3, article 15 of the LLC Law);
    4. the procedure for resolving disagreements that may arise in the process of establishing a company.

Sample memorandum of association for individuals

Agreement on the establishment of a limited liability company where the founders are individuals

CONTRACT
on the establishment of the Society with
limited liability
«_____________________________»
(founders are legal entities)

___________ "___" __________ ___

In the face of ___________________________________,
(name of organization) (position, full name)
acting ___ on the basis of ___________________, and __________________________
(Charter, regulations, powers of attorney) (name of organization)
represented by _______________________________________, acting ___ on the basis of
(position, full name)
____________________, hereinafter referred to as the "Founders",
(Charter, regulations, powers of attorney)
agreed to create in accordance with applicable law
Russian Federation Limited Liability Company "__________":
(Name)

1. THE SUBJECT OF THE AGREEMENT.
FOUNDERS AND PROCEDURE FOR THEIR JOINT ACTIVITIES

1.1. Under this Agreement, the Founders create a business company in the form of a limited liability company and undertake to comply with all related requirements of the current legislation of the Russian Federation.
1.2. Limited Liability Company "____________" (hereinafter referred to as the "Company") is established in accordance with the Civil Code of the Russian Federation, Federal Law No. 14-FZ of 08.02.1998 "On Limited Liability Companies" and other applicable legislation of the Russian Federation.
1.3. Composition of the founders of the Company:
1) ___________________________________________________________________ (name of legal entity), registered ________________________, OGRN ___________________________



2) ________________________________________________________________________ (name of legal entity), registered __________________________, OGRN _________________________
(certificate of state registration No. ______ dated ________________),
TIN ___________________________, r / s _____________________________________,

1.4. The obligations of the Founders to perform actions related to the establishment of the Society are distributed among them as follows:
1) _____________ undertakes to perform the following actions before "___" __________ ____: _________________________________________________;
2) _____________ undertakes to perform the following actions before "___" __________ ____: _____________________.
1.5. The founders undertake to bear the costs of establishing the Company in proportion to the acquired shares in the authorized capital of the Company in accordance with this Agreement.
1.6. This Agreement determines the procedure for the Founders to carry out joint activities to establish the Company, the amount of the Company's authorized capital, the size and nominal value of the share of each of the Company's Founders, as well as the amount, procedure and terms for payment of such shares in the Company's authorized capital.

2. NAME AND LOCATION OF THE COMPANY

2.1. Full official name of the Company in Russian:
Limited Liability Company "______________".
Abbreviated name of the Company in Russian: ______________ LLC.
Full official name of the Company in _____________________ language: _____________________.
Abbreviated name of the Company in _______ language: ___________________.
2.2. Location of the Company: _______________________________.
2.3. Mailing address: __________________________________________.

3. SUBJECT AND OBJECTIVES OF THE COMPANY'S ACTIVITIES

3.1. The subject and goals of the Company's activities are established in the Charter of the Company.
3.2. The Company has the right to perform all actions not prohibited by the current legislation of the Russian Federation. The activities of the Society are not limited to those stipulated in the Charter.

4. LEGAL STATUS

4.1. The Company acquires the rights of a legal entity from the moment of its state registration in accordance with the procedure established by the legislation of the Russian Federation.
4.2. In accordance with the current legislation of the Russian Federation, the Company owns separate property recorded on its independent balance sheet, can acquire and exercise property and personal non-property rights on its own behalf, perform obligations, be a plaintiff and defendant in court.
Society may have civil rights and perform civic obligations necessary for the implementation of any types of activities not prohibited by federal laws, if this does not contradict the subject and goals of the activity, is determined by the limited Charter of the Company.
4.3. Members of the Company are not liable for its obligations and bear the risk of losses associated with the activities of the Company, within the value of their shares in the authorized capital of the Company.

4.4. The founders of the Company shall be jointly and severally liable for obligations related to the establishment of the Company and arising prior to its state registration.
The Company is liable for the obligations of the Founders associated with its establishment, only in case of subsequent approval of their actions. general meeting members of the Society. At the same time, the amount of the Company's liability in any case cannot exceed one-fifth of the Company's paid-in authorized capital.
4.5. The Company shall be liable for its obligations with all its property.
4.6. The Company is not liable for the obligations of its members.
4.7. In case of insolvency (bankruptcy) of the Company due to the fault of its participants or through the fault of other persons who have the right to give instructions binding on the Company or otherwise have the opportunity to determine its actions, the said participants or other persons in case of insufficient property of the Company may be held subsidiary liable for his obligations.
4.8. Russian Federation, subjects of the Russian Federation and municipalities are not liable for the obligations of the Company, just as the Company is not liable for the obligations of the Russian Federation, constituent entities of the Russian Federation and municipalities.
4.9. The Company is obliged to keep the following documents at the location of the Company's executive body:
— Agreement on the establishment of the Company, protocol on the establishment of the Company, the Charter of the Company, as well as amendments made to the Charter of the Company and duly registered;
— the minutes (minutes) of the meeting of the Founders of the Company, containing the decision to establish the Company, the conclusion of an independent appraiser on the approval of the monetary value of non-monetary contributions to the authorized capital of the Company, as well as other decisions related to the creation of the Company;
— a document confirming the state registration of the Company;
— documents confirming the Company's rights to property on its balance sheet;
— internal documents of the Company;
— regulations on branches and representative offices of the Company;
— documents related to the issue of bonds and other equity securities of the Company;
— minutes of the General Meetings of Members of the Company, meetings of the Board of Directors (Supervisory Board) of the Company, the collegial executive body of the Company and audit commission Society;
— lists of affiliated persons of the Company;
— conclusions of the audit commission (auditor) of the Company, the auditor;
— other documents stipulated by federal laws and other legal acts of the Russian Federation, the Articles of Association of the Company, internal documents of the Company, decisions of the General Meeting of Members of the Company, the Board of Directors (Supervisory Board) of the Company and the executive bodies of the Company.

5. SHARE CAPITAL

5.1. The authorized capital of the Company determines minimum size its property guaranteeing the interests of the Company's creditors.
The authorized capital of the Company is made up of the nominal value of the shares of its members.
At the time of the establishment of the Company, its authorized capital is _____ (_________) rubles.
5.2. Sizes of shares of the Founders of the Company in its authorized capital and their nominal value at the time of founding the Company:
1) "_____________" (name of the organization) - ___%, the nominal value of the share - _________ rubles;
payment of a share in the authorized capital of the Company is made in money (option: securities, other things or property rights or other rights having a monetary value);
2) "_____________" (name of organization) - ____%; par value of the share - _________ rubles;
payment for a share in the authorized capital of the Company is made in money (option: securities, other things or property rights or other rights having a monetary value).
The maximum share of a participant is limited and amounts to _____________, which is __% of the authorized capital.
(Option: There is no maximum limit for a member's share.)
The ratio of participants' shares can be changed (cannot be changed).
5.3. At the time of state registration of the Company, its charter must be paid by the Founders for _____%<1>:
1) “____________” (name of organization) undertakes to pay at least ___% of its share in the authorized capital of the Company by the time of state registration of the Company;
2) “_____________” (name of organization) undertakes to pay at least ___% of its share in the authorized capital of the Company by the time of state registration of the Company.
5.4. Each Founder of the Company must pay in full its share in the authorized capital of the Company within ____________.
5.5. In case of incomplete payment of the share in the authorized capital of the Company within the period determined in accordance with clause 5.4 of this Agreement, the unpaid part of the share shall be transferred to the Company. Such part of the share must be sold by the Company in the manner and within the time limits established by Art. 24 of the Federal Law of February 8, 1998 N 14-FZ "On Limited Liability Companies".
If the Founder of the Company fails to fulfill the obligation to pay a share in the authorized capital of the Company within the time limits established in clause 5.4 of this Agreement, he pays the Company a fine in the amount of ____% of the amount not paid on time (of the value of the property to be paid as payment for the share)<2>.
5.6. In the event that the Company's right to use property is terminated before the expiration of the period for which such property was transferred for use by the Company to pay for the share, the member of the Company who transferred the property is obliged to provide the Company, at its request, with monetary compensation equal to the payment for the use of the same property on similar terms for the remainder of the term of the property. Monetary compensation must be provided at a time within a reasonable time from the moment the Company submits a request for its provision, unless a different procedure for providing monetary compensation is established by a decision of the General Meeting of Members of the Company. This decision adopted by the General Meeting of Members of the Company without taking into account the votes of the member of the Company who transferred to the Company to pay for his share the right to use the property, which was terminated ahead of schedule<3>.
In case of failure to provide compensation within the established period, the share or part of the share in the authorized capital of the Company, proportional to the unpaid amount (cost) of compensation, shall be transferred to the Company. Such a share (or part of a share) must be sold by the Company in the manner and within the time limits established by Art. 24 of the Federal Law of February 8, 1998 N 14-FZ "On Limited Liability Companies".
5.7. The property transferred by a member of the Company for use by the Company to pay for its share, in the event of withdrawal or exclusion of such a member from the Company, remains in use by the Company for the period for which this property was transferred<4>.
5.8. It is not allowed to release the Founder of the Company from the obligation to pay a share in the authorized capital of the Company.
5.9. The procedure for changing the size of the authorized capital, as well as the procedure for the transfer by participants of their shares to third parties, are determined by the Charter.

6. DISTRIBUTION OF THE COMPANY'S PROFIT
BETWEEN THE MEMBERS OF THE COMPANY

6.1. The Company has the right to quarterly (once every six months or once a year) to make a decision on the distribution net profit between the members of the Society. The decision on the distribution of a part of the Company's profit is made by the General Meeting of the Company's Members.
6.2. The part of the Company's profit intended for distribution among its participants is distributed in proportion to their shares in the authorized capital of the Company.
6.3. The Company decides on the distribution of its profits among the members of the Company and makes appropriate payments in compliance with the requirements for limiting the distribution of profits between the members of the Company, established by Art. 29 of the Federal Law of February 8, 1998 No. 14-FZ "On Limited Liability Companies".

7. MANAGEMENT BODIES OF THE COMPANY

7.1. The supreme body of the Society is the General Meeting of the Society's Members.
The General Meeting of Members of the Company may be regular or extraordinary. All members of the Company have the right to be present at the General Meeting of Members of the Company, to take part in the discussion of agenda items and to vote when making decisions.
7.2. The Company provides for the formation of the Board of Directors.
7.3. The sole executive body of the Company is ______________<5>.
7.4. The collegial executive body of the Company is ______________.
7.5. The procedure for the formation (election), termination of powers, as well as the competence and procedure for making decisions by the Company's management bodies are determined by its Charter.

8. WITHDRAWAL OF A MEMBER OF THE COMPANY FROM THE COMPANY

8.1. Regulations on the possibility of withdrawal of a participant from the Company, as well as the procedure for such withdrawal are provided for in the Charter of the Company.

9. CONTROL, ACCOUNTING AND REPORTING

9.1. In order to exercise their rights to control the activities of the Company, each participant has the right to receive information and inquiries on all issues related to the activities of the Company. Forms of control, as well as accounting and reporting, are determined by the Charter of the Company, the current legislation of the Russian Federation, as well as decisions of the General Meeting of Participants.

10. PRIVACY

10.1. Each of the Founders undertakes not to disclose information recognized as confidential in the prescribed manner.
10.2. Transfer of information not subject to disclosure to third parties, publication or other disclosure of such information can be carried out only in the manner established by the General Meeting of Members of the Company.

11. FORCE MAJOR

11.1. The Founders are exempted from partial or complete fulfillment of obligations under this Agreement, if the failure was the result of force majeure circumstances that arose after the conclusion of this Agreement as a result of events emergency which the Founder could neither foresee nor prevent by reasonable measures. Force majeure circumstances include events that the Founder cannot influence and for the occurrence of which he is not responsible, for example: earthquake, flood, fire, as well as a strike, government decrees or orders of state bodies.
11.2. The Founder, referring to force majeure circumstances, is obliged to immediately inform other Founders about the occurrence of such circumstances in writing, and at the request of other Founders, a certifying document must be submitted.
11.3. The Founder, who, due to force majeure, cannot fulfill the obligations under this Agreement, undertakes to make every effort to compensate for the consequences of failure to fulfill obligations as soon as possible.

12. RESOLUTION OF DISPUTES

12.1. All disputes and disagreements that may arise in connection with the execution of this Agreement shall be resolved through negotiations between the Founders.
12.2. Disputes and disagreements not settled as a result of negotiations are resolved in judicial order established by the current legislation of the Russian Federation.

13. FINAL PROVISIONS

13.1. This Agreement shall enter into force from the date of its signing.
13.2. All changes and additions to this Agreement are made in writing in accordance with the provisions of the current legislation of the Russian Federation.
13.3. In everything that is not provided for by this Agreement, the Founders are guided by the provisions of the current legislation of the Russian Federation.
13.4. This Agreement is made in ________ copies.

SIGNATURES OF THE FOUNDERS

(signature) (full name)
(M.P.<6>)

_______ «_________________» _______________/_______________________
(signature) (full name)
(M.P.<6>)

Note:

In cases where, in accordance with the law, state registration is allowed economic society without advance payment of three-quarters of the authorized capital, the participants of the company bear subsidiary liability for its obligations that arose before the full payment of the authorized capital (paragraph 2, clause 4, article 66.2 Civil Code Russian Federation).

<3>In accordance with par. 2 p. 3 art. 15 of the Federal Law of 08.02.1998 No. 14-FZ “On Limited Liability Companies”, an agreement on the establishment of a company may provide for other methods and a different procedure for the participant of the company to provide compensation for the early termination of the right to use the property transferred by him for use to the company to pay for a share in the charter society's capital.

<4>In accordance with paragraph 4 of Art. 15 of the Federal Law of 08.02.1998 No. 14-FZ “On Limited Liability Companies”, the agreement on the establishment of a company may provide otherwise.

<5>According to paragraph 3 of Art. 65.3 of the Civil Code of the Russian Federation, a sole executive body (director, CEO, chairman, etc.). The charter of a corporation may provide for the granting of the powers of a sole executive body to several persons acting jointly, or the formation of several sole executive bodies acting independently of each other (paragraph 3, clause 1, article 53 of the Civil Code of the Russian Federation). The sole executive body of a corporation may act as individual as well as a legal entity.

<6>From 04/07/2015, business entities are not required to have a seal (Federal Law No. 82-FZ dated 04/06/2015 “On Amendments to Certain Legislative Acts of the Russian Federation Regarding the Removal of the Compulsory Seal of Business Companies”).

Sample memorandum of association for individuals and LLC

An agreement on the establishment of a limited liability company where the founders are individuals and legal entities

Concluded on
General meeting of founders,
Protocol No. _________
from "___" _________ ____

Establishment agreement
Limited liability companies
«____________________________»

_______________ "___" __________ ____

A citizen of Russian Federation _______________________________________,

citizen of the Russian Federation ___________________________________________,
(Full name, passport details, place of residence)
_____________________________________ represented by _____________________________,
(name of organization, OGRN, TIN) (position, full name)
acting on the basis of ______________________________________________, and
(Charter, powers of attorney)
_________________________________ represented by ________________________________,
(position, full name)
acting on the basis of _________________________ (Charter, Power of Attorney), hereinafter referred to as the "Founders", agreed to establish the Limited Liability Company "________________________" in accordance with the current legislation of the Russian Federation.

1. THE SUBJECT OF THE AGREEMENT. FOUNDERS
AND PROCEDURE FOR JOINT ACTIVITIES ON THE ESTABLISHMENT OF A COMPANY

1.1. Under this Agreement, the Founders undertake to create a limited liability company and comply with all related requirements of the current legislation of the Russian Federation.
1.2. Limited Liability Company "____________" (hereinafter referred to as the "Company") is established in accordance with the Civil Code of the Russian Federation and Federal Law No. 14-FZ of 08.02.1998 "On Limited Liability Companies".
1.3. Composition of the Founders of the Society:
1) a citizen of the Russian Federation __________________________________,





2) citizen of the Russian Federation __________________________________,
passport series ______ No. ______________,
issued by ______________________________________________________________,
date of issue "___" __________ ____,
subdivision code ____________ - ______________,
registered ____________________________________________________;
3) ___________________________________________________________________,
(name of the legal entity)
registered ________________________, OGRN _______________________
(certificate of state registration No. ______ dated ________________),
TIN ___________________________, r / s _____________________________________,
address: _____________________________________________;
4) ___________________________________________________________________,
(name of the legal entity)
registered ________________________, OGRN ___________________________
(certificate of state registration N ______ dated ________________),
TIN ___________________________, r / s _____________________________________,
address: _____________________________________________.
1.4. The obligations of the Founders to perform actions related to the establishment of the Society are distributed as follows:
1) _____________ undertakes to perform the following actions before “___” __________ ____: ___________________________________;
2) _____________ undertakes to perform the following actions before "__" __________ ____: _____________________;
3) _____________ undertakes to perform the following actions before "___" __________ ____: _____________________;
4) _____________ undertakes to perform the following actions before "___" __________ ____: _____________________.
1.5. The Founders undertake to bear the expenses for the creation of the Company in proportion to the acquired shares in the authorized capital of the Company in accordance with this Agreement.

2. NAME AND LOCATION OF THE COMPANY.
SUBJECT AND OBJECTIVES OF THE COMPANY'S ACTIVITY

2.1. The full corporate name of the Company in Russian is Limited Liability Company "_______________".
The abbreviated corporate name of the Company in Russian is ______________ LLC.
Full corporate name of the Company on _____________ (on any foreign language or the language of the peoples of the Russian Federation) language - "_______________", abbreviated company name in _____________ (in any foreign language or language of the peoples of the Russian Federation) language - "_______________"<1>.
2.2. Location of the Company: ________________________.
2.3. The subject and goals of the Society's activities are specified in detail in the Charter.
2.4. The Company has the right to perform all actions not prohibited by the current legislation of the Russian Federation.
The activities of the Society are not limited to those stipulated in the Charter. Transactions that go beyond the statutory activities, but do not contradict the law, are recognized as valid.

3. LEGAL STATUS

3.1. The Company acquires the rights of a legal entity from the moment of its state registration.
3.2. The Company owns separate property recorded on its independent balance sheet, can acquire and exercise property and personal non-property rights on its own behalf, incur obligations, be a plaintiff and defendant in court. In accordance with the current legislation of the Russian Federation, the property of the Company is formed at the expense of the contributions of the Founders (participants), including Money received as payment for shares, as well as property produced and acquired by the Company through its economic activities.
3.3. The Company shall be liable for its obligations with all its property.
3.4. The Company is not liable for the obligations of its members.
3.5. Members of the Company are not liable for its obligations and bear the risk of losses associated with the activities of the Company, within the value of their shares in the authorized capital of the Company.
Members of the Company who have not fully paid their shares shall be jointly and severally liable for the obligations of the Company within the value of the unpaid part of their shares in the authorized capital of the Company.
3.6. In case of insolvency (bankruptcy) of the Company due to the fault of its participants or through the fault of other persons who have the right to give instructions binding on the Company or otherwise have the opportunity to determine its actions, the said participants or other persons in case of insufficient property of the Company may be held subsidiary liable for his obligations.

4. AMOUNT OF THE AUTHORIZED CAPITAL OF THE COMPANY, AMOUNT AND NOMINAL
VALUE OF THE SHARE OF EACH OF THE FOUNDERS OF THE COMPANY

4.1. The authorized capital of the Company is made up of the nominal value of the shares of its members.
4.2. The size of the authorized capital of the Company at the time of its establishment is __________ (______________) rubles<2>.
4.3. The authorized capital of the Company determines the minimum amount of its property that guarantees the interests of its creditors.
4.4. The share of the Company's members in the authorized capital:
1) _________________________________________________ — _______________
(full name of the participant)

(_________________) rubles.
_______________________________________________________________ undertakes
pay your share in the authorized capital of the Company in the following
order: ________ rubles - by "___" _________ ____ (by the time
state registration of the Company), the remaining ________________ rubles -
up to "__" ________ ____, in accordance with paragraph 4.5 of this
Agreement;
2) _________________________________________________ — _______________
(full name of the participant)
percent (or in the form of a fraction) with a nominal value of ______________________
(________________) rubles.
_________________________________________________ undertakes to pay
its share in the authorized capital of the Company in the following order: _______________
rubles - up to "__" ________ ____ (by the time of the state
registration of the Company), the remaining ______________________ rubles - up to
"_____" _______ ____, in accordance with clause 4.5 of this Agreement;
3) _____________________________________________________ — ____________
(name of the legal entity)
percent (or in the form of a fraction) with a nominal value of _______________________ (_______________) rubles.
___________________________ undertakes to pay its share in the authorized capital of the Company in the following order: ____________________________________
rubles - up to "_____" _______ ____ (by the time of state registration of the Company), the remaining _________ rubles - up to
"___" __________ _____, in accordance with paragraph 4.5 of this
Agreement;
4) ____________________________ undertakes to pay its share in the authorized capital of the Company in the following order: _________________ rubles - up to "__" _____ ____. (by the time of state registration of the Company),
the remaining ________________ rubles - before "__" _________ ____, in
in accordance with clause 4.5 of this Agreement.
4.5. Payment for shares in the authorized capital of the Company is made in money (option: securities, other things or property rights or other rights having a monetary value)<3>.
4.6. At the time of state registration of the Company, its authorized capital must be paid for _____%<4>.
4.7. In case of incomplete payment of the share in the authorized capital of the Company within the period established by clause 4.4 of this Agreement, the unpaid part of the share shall be transferred to the Company. Such part of the share must be sold by the Company in the manner and terms established by Art. 24 of the Federal Law of February 8, 1998 No. 14-FZ “On Limited Liability Companies”.
4.8. If the Founder fails to fulfill the obligation to pay the share in the authorized capital of the Company within the time limits established in clause 4.4 of this Agreement, he pays the Company a penalty in the amount of ___% of the amount not paid on time (of the value of the property to be paid as payment for the share) for every day of delay<5>.
4.9. In the event that the Company's right to use property is terminated before the expiration of the period for which such property was transferred for use by the Company to pay for the share, the Founder who transferred the property is obliged to provide the Company, at its request, with monetary compensation equal to the payment for the use of the same property on similar terms in the remainder of the term of the property. Monetary compensation must be provided at a time within _____ days from the moment the Company submits a request for its provision. A different procedure for providing monetary compensation may be established by a decision of the General Meeting of Members of the Company. This decision is made by the General Meeting of Members of the Company without taking into account the vote of the member of the Company who transferred to the Company to pay for his share the right to use the property, which was terminated ahead of schedule.<6>.
4.10. The property transferred by a member of the Company for use by the Company to pay for its share, in the event of withdrawal or exclusion of such a member from the Company, remains in use by the Company for the period for which this property was transferred<7>.

5. FORCE MAJOR

5.1. The Founders are exempted from partial or complete fulfillment of obligations under this Agreement if the failure was the result of force majeure circumstances that arose after the conclusion of this Agreement as a result of extraordinary events that the Founder could neither foresee nor prevent by reasonable measures. Force majeure circumstances include events that the Founder cannot influence and for the occurrence of which he is not responsible, for example: earthquake, flood, fire, as well as a strike, government decrees or orders of state bodies.
5.2. The Founder, referring to force majeure circumstances, is obliged to immediately inform other Founders about the occurrence of such circumstances in writing. At the request of other Founders, an certifying document must be submitted.
5.3. The Founder, who, due to force majeure, cannot fulfill the obligations under this Agreement, is obliged to make every effort to compensate for the consequences of failure to fulfill obligations as soon as possible.

6. RESOLUTION OF DISPUTES

6.1. The founders are obliged to make every effort to resolve through negotiations all disagreements and disputes that may arise in connection with the execution of this Agreement.
6.2. Disputes and disagreements that cannot be resolved through negotiations are resolved in court in accordance with the current legislation of the Russian Federation.

7. PRIVACY

7.1. Each of the Founders undertakes not to disclose information recognized as confidential in the prescribed manner.
7.2. Transfer of information not subject to disclosure to third parties, publication or other disclosure of such information can be carried out only in the manner established by the General Meeting of Members of the Company.

8. FINAL PROVISIONS

8.1. This Agreement shall enter into force from the date of its signing by the Founders.
8.2. All changes and additions to this Agreement are made in writing in the manner prescribed by the legislation of the Russian Federation.
8.3. In everything that is not provided for by this Agreement, the Founders are guided by the current legislation of the Russian Federation.
8.4. This Agreement is made in __ copies and is subject to storage by the Company.

SIGNATURES OF THE FOUNDERS

(signature) (full name)

____________________/____________________
(signature) (full name)

_________________________/_______________
(signature, position) (full name) M.P.

Note:

<1>The company name of the legal entity is selected taking into account the requirements of Art. Art. 1473 - 1474 of the Civil Code of the Russian Federation.

<2>The size of the authorized capital of the company must be at least ten thousand rubles (paragraph 2, clause 1, article 14 of the Federal Law of February 8, 1998 No. 14-FZ “On Limited Liability Companies”).

<3>Monetary valuation of a non-monetary contribution to the charter capital of a business entity must be carried out by an independent appraiser. Participants in a business entity are not entitled to determine the monetary value of a non-monetary contribution in an amount exceeding the amount of the valuation determined by an independent appraiser (paragraph 2, clause 2, article 66.2 of the Civil Code of the Russian Federation).

<4>Each founder of the company must pay in full his share in the authorized capital of the company within the period determined by the agreement on the establishment of the company or, in the case of the establishment of the company by one person, by the decision on the establishment of the company. The term of such payment cannot exceed four months from the date of state registration of the company. At the same time, the share of each founder of the company can be paid at a price not lower than its nominal value (clause 1, article 16 of the Federal Law of February 8, 1998 No. 14-FZ “On Limited Liability Companies”).
In cases where, in accordance with the law, state registration of a business company is allowed without prepayment of three-quarters of the authorized capital, the participants in the company bear subsidiary liability for its obligations that arose before the moment of full payment of the authorized capital (paragraph 2, clause 4, article 66.2 of the Civil Code of the Russian federation).

<5>In accordance with par. 2 p. 3 art. 16 of the Federal Law of 08.02.1998 No. 14-FZ “On Limited Liability Companies”, this provision may not be provided for in the agreement on the establishment of a company.

<6>The agreement on the establishment of the company may provide for other methods and a different procedure for each member of the Company to provide compensation for the early termination of the right to use the property transferred by him for use by the company to pay for a share in the authorized capital (paragraph 2, clause 3, article 15 of the Federal Law of 08.02.1998 14-FZ "On Limited Liability Companies").

The memorandum of association is one of the most important types an agreement that provides for the voluntary association of two or more persons, their property, in which each of the participants assumes certain obligations in relation to other participants in order to appropriate profits, therefore, it focuses on the total volume of the authorized capital, the share of each of the founders and on the form (in kind or material), in which it is paid, as well as on the methods of payment for goods, services or work performed provided to each other.

Important in the memorandum of association are also provisions on the forms of responsibility of participants for failure to fulfill their obligations, on the procedure for resolving disputes, conditions for termination or extension of the agreement, etc. The signing of the memorandum of association, as a rule, is preceded by a thorough comprehensive feasibility study authorized fund, expected profits, balance of income and expenses for the operation of the enterprise, etc. In the constituent documents on the creation joint-stock company there must be data on the types of shares that it will issue, their nominal value and quantitative ratio various kinds shares.

In the founding agreement, the founders undertake to create an enterprise, organization as a legal entity, determine the procedure for joint activities to create it, the conditions for transferring their property to it and participating in its activities. The memorandum of association also defines the conditions and procedure for the distribution of profits and losses among the participants, management of the organization's activities, withdrawal of founders (participants) from its composition.

In addition to the above, the memorandum of association of a general partnership must contain:

• - the amount and procedure for changing the shares of each of the participants in the share capital;
• - the amount, composition, terms and procedure for making their contributions;
• - liability of participants for violation of obligations to make contributions.

The memorandum of association of a limited partnership must include:

• - conditions on the size and composition of the share capital;
• - the amount and procedure for changing the shares of each of the general partners in the share capital;
• - the amount, composition, terms and procedure for making contributions by them, their liability for violation of obligations to make contributions;
• - the total amount of deposits made by contributors (limited partners).

The memorandum of association of a limited liability company must include:

• - conditions on the amount of the authorized capital;
• - the size of the shares of each of the contributions, the responsibility of the participants for violation of the obligations to make contributions;
• - the composition and competence of the company's management bodies and the procedure for their decision-making, etc.

The memorandum of association of legal entities (association, union) must include:

• - conditions on the composition and competence of the management bodies of the association and the procedure for making decisions by them;
• - the procedure for the distribution of property remaining after the liquidation of the association. The main sections of the memorandum of association:
• - the subject and purpose of the enterprise;
• - its legal status;
• - statutory fund and its share in the total amount of expenses;
• - contributions of participants in real and value forms, as well as in the authorized fund;
• - conditions and order of crediting;
• - Estimated production volumes, incl. for export;
• - the procedure for accumulating and distributing profits;
• - income taxes;
• - rights and obligations of founders;
• - managment structure;
• - the procedure for remuneration of employees;
• - system of supply and marketing of products;
• - forms of control over activities and product quality;
• - trade secret;
• - liability for breach of contract;
• - procedure for the liquidation of the enterprise.

The memorandum of association is an agreement concluded between the founders of a legal entity upon its creation. In the Memorandum of Association, the founders undertake to create a legal entity, determine the procedure for joint activities to create it, the conditions for transferring their property to it and participating in its activities. The agreement also defines the conditions and procedure for the distribution of profits and losses among the participants, management of the activities of a legal entity, withdrawal of founders (participants) from its composition.

Until July 1, 2009, the constituent agreements, according to their status, belonged to the constituent documents, as evidenced by Art. 89, 122 of the Civil Code of the Russian Federation. The memorandum of association had to comply with the following requirements:

The constituent documents of a legal entity must define the name of the legal entity, its location, the procedure for managing the activities of the legal entity, as well as contain other information provided for by law for legal entities of the corresponding type. in founding documents non-profit organizations And unitary enterprises, and in cases provided for by law and other commercial organizations, the subject and goals of the activity of the legal entity must be determined. The subject and specific goals of the activity commercial organization may be provided for by constituent documents and in cases where this is not mandatory by law.

The Memorandum of Association, when changing any data contained in it, was subject to mandatory registration with the tax authorities, as well as the second constituent document of Companies with several participants - the Charter of the Companies.

After July 1, 2009, the memorandums of association of previously registered Companies ceased to be valid, and the founders of Limited Liability Companies ceased to conclude memorandums of association when creating a legal entity. However, the memorandum of association was replaced by another document during the creation, which determines the procedure for the founders to carry out joint activities to establish the company and some other issues - the foundation agreement. On the basis of the decisions taken by the founders, which are reflected, among other things, in the agreement on the establishment of the Company, and the documents prepared in accordance with them, the person authorized by the founders submits the documentation for the state registration of the company as a legal entity.

The main provisions on the agreement on the establishment of a limited liability company are contained in Article 11 of the LLC Law. The founders of the company enter into a written agreement on the establishment of the company, which should reflect the following key points:

• the procedure for the founders to carry out joint activities to establish a company,
• the size of the authorized capital of the company,
• the size and nominal value of the share of each of the founders of the company,
• · the amount, procedure and terms of payment of such shares in the authorized capital of the company.

The main difference between the founding agreement and the founding agreement valid until July 1, 2009 is its status. The agreement on the establishment of the Society is civil law contract multilateral nature, which is concluded by drawing up one document. Such an agreement must be general requirements presented by the Civil Code of the Russian Federation to contracts and transactions, as well as reflect the features provided for by the "Law on LLC" for this contract. However, it is not a constituent document and is not registered by the tax authorities.

The founding agreement is intended to regulate the activities of the founders in the creation of a limited liability company. After the registration of the company and its acquisition of the status of a legal entity, the joint activity for its creation is completed, and accordingly the contract is terminated in connection with its execution, the achievement of the set goal.

However, the agreement does not terminate after the creation of the Company, since the joint activity of the founders in the creation of the Company is only one of the elements of the complex subject of this agreement. The foundation agreement retains its legal significance as a document containing information about the creation of the company and the conditions under which it was established. These provisions do not lose their significance until the termination of the existence of the Company.

What is the significance of the agreement on the creation of a society after the completion of the process of its establishment? Considering the contract as a civil law transaction (bilateral or multilateral - depending on the number of founders who signed it), it is necessary to take into account its specifics related to the subject and purpose of the contract - the creation of a limited liability company, a new subject of law. Between the founders of the company, who signed the contract, obligations arising from a civil law transaction arise. Between the founders and the company - after its state registration - corporate relations are established, within the framework of which the participants have rights of obligation in relation to the company, but of a different nature, arising from the right to participate in it.

However, with the termination of the agreement signed by the founders, it does not lose its legal significance. The need for documentary confirmation of the data recorded in it sometimes arises even after the creation of a society. In particular, the founding agreement is one of the documents, along with an extract from the Unified state register legal entities, which indicates the size of the contributions of the founders to the authorized capital of the Company. Information on the size and nominal value of the share of each member of the company is entered in the unified state register of legal entities in accordance with federal law on state registration of legal entities. At the same time, information on the nominal value of the shares of the company's participants during its establishment is determined based on the provisions of the agreement on the establishment of the company.

In addition, when making transactions for the transfer of shares in the authorized capital of the Company, this procedure will not be possible if there is no agreement on the establishment of the Company. In accordance with paragraph 13 of Art. 21 of the "Law on LLC" in the event that a share or part of a share in the authorized capital of a company is alienated by the founder of a company founded by several persons, his powers are confirmed by a notarized copy of the agreement on the establishment of the company, as well as an extract from the unified state register of legal entities, compiled no earlier than than within thirty days before the day of applying to a notary for notarization of the transaction.

The same procedure for submitting documents is also valid for Companies registered before July 1, 2009, which, at the time of establishment, did not conclude an agreement on establishment, but a memorandum of association. In this case, the right of the participant to dispose of the shares will be confirmed by the last memorandum of association registered with the tax authority.

Summing up the consideration of the differences between the foundation agreement and the foundation agreement concluded by the founders of limited liability companies after July 1, 2009, it can be noted that the new agreement largely reflects the same issues as the previous foundation agreement. However, at the same time, the foundation agreement has a completely different status, the procedure for concluding, terminating and operating.

Despite the fact that the founding agreement is not a constituent document, and its registration with the tax authorities is not required, this does not relieve the founders from the need to conclude it when creating a Limited Liability Company and does not reduce its legal significance for the further functioning of the organization.

MEMORANDUM OF ASSOCIATION

one of the founding documents of a legal entity. W.d. is a consensual civil law bilateral or multilateral agreement that regulates the relationship of the founders to create a legal entity, on the one hand, and the relationship between the founders and the legal entity being created, on the other hand. W.d. is concluded in writing by drawing up one document and signed by all its participants - the founders of the legal entity. W.d. valid for the entire period of existence of the legal entity. W.d. obligatory for a legal entity in cases,

provided by law. For legal entities of certain types, the law provides only U.d., for others - U.d. along with the statute. For a number of legal entities, it is not required at all.

W.d. must include the conditions provided for: a) for all constituent documents (part 1, clause 2, article 52 of the Civil Code of the Russian Federation);

b) for all U.d., (part 2, paragraph 2 of article 52 of the Civil Code of the Russian Federation);

c) special norms of the Civil Code of the Russian Federation and other laws for U.d., individual legal entities.

In addition to the mandatory conditions determined by the mandatory provisions of laws, the founders of a legal entity have the right to include in the U.d. additional conditions reflecting the specifics of the created legal entity. This is especially true for those legal entities where U. d. is the only constituent document (general partnership, limited partnership).

W.d. must contain general information on the legal entity, the obligations of the founders and the procedure for their joint activities to create a legal entity, the conditions for allocating property to the legal entity, the procedure for distributing profits and losses among the participants, the procedure for managing the activities of the legal entity, the withdrawal of participants from its composition. In W.D. of a general partnership, conditions are additionally included on the size and composition of the partnership's share capital, the shares of participants in the share capital, the responsibility of participants for the fulfillment of obligations to make contributions, etc. (Article 70 of the Civil Code of the Russian Federation). For W.D. limited partnerships, in addition to the above, a condition is added on the total amount of contributions made by investors (Article 83 of the Civil Code of the Russian Federation).

For state registration of contractual and statutory legal entities U.d. is presented simultaneously with the charter, however, the role of U.d. for them is less significant than for those legal entities where U.d. is the only founding document.

From W.d. one should distinguish between the agreement on the establishment of a joint-stock company (clause 1, article 98 of the Civil Code of the Russian Federation, Federal Law of the Russian Federation of December 26, 1995 No. 208-FZ "On Joint Stock Companies"). An agreement on the establishment of a joint-stock company is concluded in writing between the founders of the joint-stock company. It defines the procedure for the founders to carry out joint activities to establish a joint-stock company, their rights and obligations, the size of the authorized capital of the joint-stock company, issues related to shares, however, this agreement is not a C.d. JSC (see also Constituent documents):

Pleshanova O.P.

Law Encyclopedia. 2005 .

See what the "FOUNDATION AGREEMENT" is in other dictionaries:

An agreement concluded between the founders of a legal entity upon its creation. In the memorandum of association, the founders undertake to create a legal entity, determine the procedure for joint activities to create it, the conditions for transferring their property to it ... ... Wikipedia

FOUNDATION agreement, an agreement between the founders (parties) on the establishment of an enterprise (general partnership, joint-stock company, etc.) in the form of a legal entity. The Memorandum of Association defines the procedure for joint activities to create ... ... Modern Encyclopedia

Big Encyclopedic Dictionary

An agreement between the founders (participants) on the creation of a legal entity. In the founding agreement, the founders undertake to create a legal entity, determine the procedure for joint activities to create it, the conditions for transferring their property to it and ... ... Political science. Dictionary.

Memorandum of association- (English founding agreement) in the civil law of the Russian Federation, the type of constituent document of a legal entity, concluded by the founders during its creation. In W.D. founders undertake to create a legal entity, determine the procedure ... Encyclopedia of Law

Memorandum of association- FOUNDATION AGREEMENT, an agreement between the founders (parties) on the establishment of an enterprise (general partnership, joint-stock company, etc.) in the form of a legal entity. The Memorandum of Association defines the procedure for joint activities to create ... ... Illustrated Encyclopedic Dictionary

Law Dictionary

MEMORANDUM OF ASSOCIATION- one of the founding documents of a legal entity. In W.D. the founders undertake to create a legal entity, determine the procedure for joint activities to create it, the conditions for transferring their property to it and participating in its activities. Contract... ... Legal Encyclopedia

MEMORANDUM OF ASSOCIATION- according to Article 52 of the Civil Code of the Russian Federation, - one of the types of constituent documents, according to which the parties (founders) undertake to create a legal entity, as well as determine the procedure for joint activities for its creation, ... ... Office work and archiving in terms and definitions

An agreement between the founders (participants) on the creation of a legal entity. In the founding agreement, the founders undertake to create a legal entity, determine the procedure for joint activities to create it, the conditions for transferring their property to it and ... ... encyclopedic Dictionary

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