Memorandum of association: procedure for concluding and features. Memorandum of Association between the participants of an LLC - the legal basis for drawing up a document The memorandum of association is the only constituent document for
The article considers the concept of a constituent agreement and its relationship with the charter in accordance with the law, lists which organizations should have an agreement, as well as its comparability with a simple partnership agreement. Special attention is paid to the similarities and differences between the corporate and memorandum of association and the content of the latter.
What is a memorandum of association
Concept and norms
Memorandum of association- this is a written agreement of the founders on certain, its goals and types of activities, financial and organizational issues: and, as well as the procedure for entering and exiting the founders.
The legal basis of the nature of the memorandum of association is:
- Civil Code of the Russian Federation;
- Profile laws for each separate organizational and legal form, for example: law on or law on.
The video below will tell about the constituent documents of legal entities:
Subjects
The second section provides a detailed list of those that require a memorandum of association.
- For since December 2008, the founding agreement has become known, which is drawn up and valid until and is an internal corporate document regulating relations between the founders.
- Members joint-stock company conclude an agreement on the establishment of a company, which determines the procedure for joint activities, or, categories and the procedure for placing shares.
- Constituent agreements are also concluded, information on which will be further.
The memorandum of association is always concluded, there is no one to conclude an agreement with, the registration authority will also require the decision of the sole founder on the establishment of a legal entity from him.
The charter regulates relations legal entity with third parties, while the memorandum of association is aimed at regulating the mutual relations of the founders regarding the contribution of shares, entry and exit from the company, obligations to each other. Legal nuance: the charter is approved collectively, and the agreement is signed by the founders personally, each for himself.
Important! Summarizing the content of the first section, we note that the constituent agreements are concluded by the founders of commercial and non-profit organizations. An LLC concludes an agreement on the establishment, and a joint stock company concludes an agreement on the establishment, and although the names of the documents differ from the constituent agreement, they have the same goal - the establishment of a legal entity. For an organization with sole founder– no memorandum of association is required!
Which organizations are required to have UD
To answer this question, we turn to all-Russian classifier organizational and legal forms and check the need to conclude a constituent agreement under the Civil Code of the Russian Federation:
| FORM | DE NEED |
|---|---|
| Business partnerships | Need |
| Need | |
| Need | |
| Business companies | See more JSC and LLC |
| Joint stock companies | It's called the "Establishment Agreement" |
| Creation Agreement | |
| Creation Agreements | |
| OOO | It's called the "Establishment Agreement" |
| Not required | |
| (artels) | Not required |
| Agricultural production cooperatives | Not required |
| Agricultural artels (collective farms) | Not required |
| Fishing artels (collective farms) | Not required |
| Cooperative farms (co-farms) | Not required |
| Production cooperatives (except agricultural production cooperatives) | Not required |
| Not required |
Of non-profit organizations, a memorandum of association is required for associations and unions.
Correlation of the document with the simple partnership agreement
An agreement aimed at creating a simple partnership is an agreement on joint activities individuals and / or legal entities, in which a legal entity is not created, but cooperation is carried out while maintaining the original organizational and legal forms of the cooperating entities. The conclusion of the memorandum of association is aimed primarily at the creation of a new legal entity with its registration with the registration authorities, with the presence of all the accompanying features of a legal entity: separate property, capital formation, contribution of shares, etc.
Similarities and differences with a corporate agreement
| Criterion | Corporate agreement | Memorandum of association |
|---|---|---|
| Counts founding document | No | For some forms |
| Character | Voluntary | Required |
| Subject of the contract | Exercise of founders' rights (voting, decision-making) | Legal entity establishment |
| Parties to the agreement | Members or some of them | All members/founders without exception |
| Form | simple writing | simple writing |
| Notifications of the company on the conclusion of the contract | Required | |
| Disclosure of content to the public | Not required, can remain confidential | Automatically known to the public and all founders |
| Recognition of the decision of the body of the company as invalid in case of violation of the contract | If all participants/founders are parties to the agreement | Yes |
| May be against the rules | Yes | No |
Features of the conclusion of the founding agreement of the LLP are described in this video:
Registration of UD
- document title, date, city;
- details of the parties to the agreement;
- subject - the establishment of a legal entity of a certain organizational and legal form;
- full and abbreviated name of the legal entity, address;
- the legal status of a legal entity, its rights, responsibilities and obligations in accordance with the Civil Code of the Russian Federation;
- listing the purpose and types of activities that the legal entity will carry out;
- liability of the legal entity and participants/founders: joint and several, subsidiary;
- authorized / share capital, sizes and;
- rights, obligations of participants;
- entry and exit of participants;
- governing bodies;
- property, accounting and reporting;
- distribution of profits and losses;
one constituent documents of a legal entity. In Oud. 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 contract defines the same. conditions and procedure for the distribution of profits and losses among participants, management of the activities of a legal entity, withdrawal of founders (participants) from its composition.
Great Definition
Incomplete definition ↓
MEMORANDUM OF ASSOCIATION
one of the types of constituent documents on the basis of which a legal entity operates. Unlike the charter approved by the founders, U.d. is concluded between the participants of the legal entity. In it, they 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, the management of the activities of the legal entity, and the withdrawal of participants from its composition. Changes in Oud. become effective for third parties from the moment of their state registration, and in cases established by law - from the moment of notification of the body carrying out state registration of such changes. However, legal entities and their participants are not entitled to refer to the absence of registration of such changes in relations with third parties that acted subject to these changes. The wording of the Civil Code of the Russian Federation on the content of U.d. (clause 2, article 52) is almost verbatim (with the exception of the provision on the procedure for the distribution of profits and losses between participants) was adopted by the Federal Law "On Non-Commercial Organizations" 1996. U.d. along with the charter serves as a founding document for non-profit associations and unions. As for business partnerships and societies, then Oud. serves as the only founding document of a general partnership and limited partnership, and Ud. together with the charter - companies with limited liability formed by several participants. For each of these types of business partnerships and companies, the Civil Code of the Russian Federation prescribes to supplement the content of the U.d. provisions reflecting the specifics of their legal nature (clause 2, article 70 - for a general partnership; clause 2, article 83 - for a limited partnership; clause 2, article 89 - for a limited liability company). Yu.M. Yumashev
The form of the document "Memorandum of Association" refers to the heading "Agreement of partnership, joint activity". Save a link to the document in in social networks or download it to your computer.
Memorandum of Association of OOO "___________"
City _________, "____" _____________.
citizens Russian Federation:
_____________________, passport series ____ No. _____, issued by the Department of Internal Affairs "___________" GOR. ____________, date of issue: __________ of the year, subdivision code _______, residing at: ________________________________.
_____________________, passport series ____ No. __________, issued by the Passport Office No. __ of _______, date of issue _________, subdivision code: ______, residing at: _____________________________________,
hereinafter collectively referred to as the "Founders" and / or "Participants", based on Civil Code of the Russian Federation, Federal Law No. 14-FZ of February 8, 1998 “On Limited Liability Companies” (hereinafter referred to as the “Law”) have entered into this Agreement as follows:
1. The Subject of the Agreement
1.1. The founders, on the basis of the pooling of their contributions, undertake to create a Limited Liability Company "__________", hereinafter referred to as the "Company".
1.2. The Company was established and operates in accordance with the Civil Code of the Russian Federation, the Federal Law of the Russian Federation "On Limited Liability Companies", this Agreement and the Charter.
1.3. The company was created to meet the needs of internal and foreign market in products, goods and services produced and rendered by the Company, and profit from the results of its activities.
1.4. To achieve the goal, the Company has the right to engage in any type of activity subject to the restrictions established by the current legislation. Activities, the implementation of which is possible only with special permits (licenses), is carried out by the Company if they are available.
1.5. The Company is a legal entity, owns and on the basis of other real rights separate property, is liable for its obligations with all its property, can acquire and exercise property and personal non-property rights and incur obligations on its own behalf, be a plaintiff and defendant in courts.
1.6. Location of the Company: ___________________________________
1.7. Postal address of the Company: ____________________________________
2. Authorized capital of the Company, shares and contributions of participants
2.1. The value of the authorized capital of the Company is determined in the amount of _______ rubles and consists of the nominal value of the shares of its participants.
2.2. The nominal value and size of shares of the Company's members are determined as follows:
_______________________ has a share with a nominal value of __________ rubles, which is _______ percent of the authorized capital of the Company;
_______________________ has a share with a nominal value of ______ rubles, which is _______ percent of the authorized capital of the Company.
2.3. Contributions to the authorized capital of the Company are paid by the founders in cash in Russian currency. The contribution to the authorized capital of the Company at the time of state registration of the Company was paid in full by the founders of the Company in cash in Russian currency in the amount of _________ rubles, of which: ___________ rubles paid _____________________, __________ rubles paid _________________
2.4. A contribution to the authorized capital of the Company may be money, securities, other things or property rights or other rights having a monetary value. The monetary value of non-monetary contributions to the Authorized Capital made by the Company's members and third parties accepted into the Company is approved by the decision of the General Meeting of the Company's Members, adopted by all members of the Company unanimously.
2.5. The actual value of the share of a member of the company corresponds to a part of the value net assets company in proportion to the size of its share.
2.6. It is not allowed to release the founder of the company from the obligation to make a contribution to the authorized capital of the company, including by offsetting his claims to the company.
3. Distribution of the Company's profit
3.1. Profit remaining with the Company after payment of taxes and other mandatory payments(net profit), goes to the full disposal of the Company.
3.2. The Company has the right to quarterly, every six months or once a year to make a decision on the distribution of its net profit between the members of the Society. The decision to determine the part of the Company's profit distributed among the members of the Company is made general meeting members of the Society. The part of the Company's profit intended for distribution among its participants is distributed in proportion to their shares in the authorized capital.
3.3. The Company is not entitled to make a decision on the distribution of its profits among the members of the Company:
- until full payment of the entire authorized capital of the Company;
- before payment of the actual value of the share (part of the share) of a member of the Company in cases provided for by the current legislation on limited liability companies;
- if at the time of making such a decision the Company meets the signs of bankruptcy or if the indicated signs appear in the Company as a result of such a decision;
- if at the moment of making such a decision the value of the net assets of the Company is less than its Authorized capital and reserve fund or becomes less than their size as a result of payment;
3.4. The Company is not entitled to pay to the Company's members the profit, the decision on the distribution of which among the members has been made:
- if at the time of payment the Company meets the signs of bankruptcy or if the said signs appear in the Company as a result of payment;
- if at the time of payment the value of the Company's net assets is less than its authorized capital and reserve fund or becomes less than their size as a result of payment;
- in other cases stipulated by federal laws.
3.5. Upon termination of those listed in clause 3.4. of this agreement, the Company is obliged to pay the members of the Company the profit, the decision on the distribution of which among the members of the Company has been made.
4. Responsibility of the Company
The Company shall be liable for its obligations with all its property. The Company is not liable for the obligations of its members. Participants are not liable for the obligations of the Company and bear the risk of losses associated with the activities of the Company, within the value of their contributions. Members of the Company may be held subsidiary liability in cases and in the manner prescribed by law.
5. Management bodies of the Company
5.1. The supreme governing body of the Company is the General Meeting of Members of the Company, which includes members of the Company or their legal representatives. The competence of the General Meeting of Participants is determined by the current legislation and the Charter of the Company.
5.2. Management of the current activities of the Company and execution of decisions made by the General Meeting of Participants is carried out by the sole executive body of the Company - CEO in accordance with the powers determined by the Charter of the Company and the current legislation of the Russian Federation.
6. Rights and obligations of participants
6.1. Members of the Society have the right:
- participate in the management of the Company's affairs;
- receive information about the activities of the Company and get acquainted with its accounting books and other documentation;
- take part in the distribution of profits in the prescribed manner;
- receive, in the event of liquidation of the Company, part of the property remaining after settlements with creditors or its value.
- sell or otherwise assign its share in the authorized capital of the company or part of it to one or more members of the Company, the Company itself or third parties in the manner prescribed by the Charter of the Company and this agreement;
- at any time to withdraw from the company, regardless of the consent of its other participants.
6.2. Additional rights:
6.2.1. Members of the Company enjoy the pre-emptive right to fulfill orders received by the Company, as well as to receive orders from the Company for the performance of work and the provision of services.
6.2.2. By decision of the general meeting of participants, all participants or a certain participant of the Company may be granted other additional rights.
6.2.3. Additional rights granted to a certain member of the Company, in the event of the alienation of his share (part of the share) to the acquirer of the share (part of the share), do not pass.
6.2.4. By decision of the general meeting of the Company's members, the additional rights of a member (members) of the Company may be terminated or limited.
6.3. Members of the Society are obliged:
- comply with the provisions of this Charter and the memorandum of association, implement the decisions of the general meeting of members of the Company;
- to make contributions in the manner, in the amount, in the composition and within the time limits stipulated by the legislation and the constituent documents of the Company;
- not to disclose confidential information about the activities of the Company;
- provide the Company with the information necessary for its successful operation and provide any assistance to the Company in achieving its statutory goals;
refrain from actions that could cause moral or material harm to the Company or its members.
6.4. The imposition of additional obligations on a member of the Company is carried out by decision of the General Meeting of Members of the Company, adopted by a majority of at least two-thirds of the votes of the total number of votes of the members of the Company, provided that the member of the Company who is assigned additional responsibilities, voted for the adoption of such a decision or gave written consent.
7. Withdrawal of a participant from the Company
7.1. A member of the Company has the right to withdraw from the Company at any time, regardless of the consent of its other members or the Company. In the event that a participant in a company withdraws from the company, his share shall be transferred to the company from the moment of filing an application for withdrawal from the company. At the same time, the company is obliged to pay the participant of the company who submitted an application for withdrawal from the company the actual value of his share, determined on the basis of the data financial statements of the company for the year during which the application for withdrawal from the company was filed, or with the consent of the participant of the company, give him property of the same value in kind, and in case of incomplete payment of his contribution to the authorized capital of the company, the actual value of the part of his share proportional to the paid part of the contribution .
7.2. The company is obliged to pay to the participant of the company who filed an application for withdrawal from the company, the actual value of his share or to give him property of the same value in kind within six months from the end of the financial year during which the application for withdrawal from the company was submitted.
7.3. Withdrawal of a participant from the Company does not release him from the obligation to the Company to make a contribution to the property of the Company, which arose before the filing of an application for withdrawal.
8. Trade secret
8.1. The technical, financial, commercial and other information provided to the participants related to the establishment and activities of the Company is considered confidential.
8.2. The scope of information considered confidential is determined by the General Meeting of Members of the Company in accordance with the current legislation of the Russian Federation.
9. Termination of the Company's activities
Termination of the Company's activities occurs through its reorganization (merger, accession, division, transformation) or liquidation in cases and in the manner prescribed by the current legislation of the Russian Federation.
10. Dispute Resolution
10.1. The Participants will make every effort to resolve all disagreements and disputes related to the implementation of this Agreement through negotiations.
10.2. If disagreements and disputes cannot be resolved through negotiations, they are resolved in general order in a court. The decision of the court is final and binding on the disputing parties.
11. Validity of this Agreement
11.1. This Agreement is concluded for an indefinite period and is valid from the moment of its signing by the parties.
11.2. This agreement may be amended, supplemented, terminated in cases and on the grounds provided for by applicable law.
The founders of the Society:
__________________________________ ____________________
For the registration of an LLC in the MIFTS ___ in _______, the following set of documents is required:
1. application form ________;
2. protocol (if 1 founder-decision)
3. 1 original Charter
4. 1 copy of the Charter
5. 1 original of the Memorandum of Association
6. 1 copy of the Memorandum of Association
7. receipt of payment for the state. fees ____ p.
8. Receipt of payment for the certification of the uchr. documents (___ r. plus ___ r., total ___ r.)
9. request for certified constituent documents
10. letter of guarantee from the owner of non-residential premises to provide the address indicated in the constituent documents as the address of the location of the Company.
11. Certificate of state. registration of property rights (to this address)
Until recently, Limited Liability Companies consisting of two or more participants had two constituent documents that were registered with the tax authorities: the Charter and the Memorandum of Association. From July 1, 2009 in accordance with the Federal Law of December 30. No. 312-FZ were introduced amendments to the LLC Law- Federal Law No. 14-FZ of February 8, 1998 "On Limited Liability Companies" (hereinafter referred to as the "LLC Law"). In particular, the concept of "constituent agreement" was abolished and instead of it, the founders must conclude an agreement in writing on the establishment of the Company (clause 5 of article 11). Let's try to figure out how the founding agreement, concluded by the founders when creating a company after July 1, 2009, differs from the previous founding agreement. And also what should organizations that were created before the entry into force of the Federal Law of December 30, 2008 No. 312-FZ with their constituent agreements, which are no longer a constituent document?
Memorandum of association- 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 determine the name of the legal entity, its location, the procedure for managing the activities of the legal entity, and also contain other information provided for by law for legal entities of the corresponding type. The constituent documents of 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 certain goals of the activities of a commercial organization may be provided for by the 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 a company and some other issues, - founding 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 for 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 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 foundation 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 founding agreement retains its legal significance as a document containing information about the establishment 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 foundation agreement is one of the documents, along with an extract from the Unified State Register of Legal Entities, which indicates the size of the founders' contributions 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 LLC Law, 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 authority is confirmed by a notarized copy of the agreement on the establishment of the company, as well as an extract from the unified state register legal entities, drawn up not earlier 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.
Ptichkina Ekaterina Mikhailovna,
company registration specialist.
The memorandum of association is a contract concluded between the founders of an enterprise, which must have the status of a legal entity. In this document, the participants distribute responsibilities in the course of joint work to create a company. The founders also establish the procedure for the transfer of property to the newly created enterprise and the degree of participation in the production activities of each of them.
In such an agreement without fail sections should be included that establish the procedure for dividing profits and possible losses, managing production activities newly created company and grounds for withdrawal from the founders. The constituent status of such a document is established by Article 52 of the Civil Code of the Russian Federation, and also confirm this type of article 70, 83, 89 and 122 of the Civil Code of Russia.
The memorandum of association must fully comply with the rules of paperwork
First of all, it is worth noting that the founding of a limited liability company is in no way related to the founding document. The founding contract must fully comply with the drafting rules that do not contradict the law. It should display the following information:
- Business name.
- The legal address of the company's location.
- The direction of industrial or economic activity is formulated.
- The amount of the authorized capital and the mechanism for its creation and filling.
- Algorithm for distributing dividends among the founders
Such a contract may be entered into between at least two civil persons or persons having a legal status, with individuals. In practice, there is a whole list of enterprises that set a limit on the number of founders. Everyone has the full right to withdraw from the composition of the creators, without the consent of the other participants in the agreement.
It is necessary to know and understand that the Law on Conducting Business Activities establishes two types of documents on the establishment of an enterprise - this is the company's charter and the decision of one or more founders to start the work of a business entity.
The procedure for drawing up a contract on the establishment of a company
Memorandum of Association: sample
As noted above, an agreement must be drawn up when there is more than one person in the founders. This rule has a complete rationale. After all, when the founder is one person, then such a concept as the distribution of income loses its meaning. Also, it will not be necessary to establish the procedure for managing the company, and to distribute responsibilities in this regard.
When there are several founders, and they play the same role in the creation of the company, then they must agree among themselves, as well as fairly distribute equity participation in the life of the enterprise being created. Based on the experience of compiling contract documents, in practice, there is a developed scheme for creating founding contracts. It has the following structure:
- The preamble or introductory section, which shows the place, time and name of the parties to the agreement, with the obligatory indication of their status.
- Chapter general concepts or provisions where the purpose of establishing the enterprise should be disclosed.
- Also in this section, the form should be set commercial activities and specifies the subject matter of the agreement.
- The legal category of participants in the founding of the enterprise. At the beginning, the features of the legal category of the founders are outlined, which are determined by the chosen form of joint activity. Then the size of the authorized fund and the way of creation, as well as the mechanism of maintenance are indicated. Further, the parties to the agreement determine the procedure and basis for the transfer of their own property for conducting joint commercial activities.
- The content of the document. This section is a kind of field for the distribution of duties and rights between the main participants. The main rights include the right to create a general governing body of the company, personal participation in the management, the right to dividends from profits received and the right to return the invested finances from the statutory fund in the event of liquidation of the company. The obligations of the participants in the founding agreement include, for example, part of the share in the creation of the founding fund, and the conditions for such actions must be indicated.
- A section that reveals the mechanism for sharing dividends.
- Part of the document, which determines the procedure for entering the status of founders or leaving the founders.
- Chapters of the agreement, which clearly establishes a mechanism for resolving disputes.
- The section that defines force - major situations.
- Final part of the contract
It can be seen from the above diagram that the contract under consideration is similar to other types of contractual documents for conducting joint activities. It can also be said that the memorandum of association is a kind of regulator of legal and commercial relations between the main participants in the creation of an enterprise or an object of economic activity.
Registration procedure in state bodies
Memorandum of association: sample for LLC
The law establishes the rule that until a newly created company has passed the established foundation contract, it may be terminated or radically change its essence. For example, the reason for termination of the agreement may be the lack of opportunities for the founders to create legal status.
When the company has passed the registration procedure in the relevant government bodies, then the participants in the type of agreement under consideration must begin to fulfill their obligations. Now it is possible to make changes to the document only after a written agreement with the tax authority. The memorandum of association is valid throughout the life of the enterprise, regardless of legal status.
In most cases, it takes effect after the liquidation of the company until the founders fully fulfill their debt obligations to creditors, as well as until the final and withdrawal Money from the authorized capital.
Algorithm for changing the agreement of the founders of the company
Normative acts establish the procedure for amending the existing memorandum of association. To do this, you need to perform the following procedure:
- At the meeting of the founders, it is necessary to raise the issue of the need to amend the existing constituent agreement. In order for other founders to vote positively, it is necessary to correctly and in full form state the reasons for such actions. After the voting process decision is drawn up in a protocol, which must be signed by the chairman and secretary of the meeting.
- It is necessary to draw up in the form No. P13001 to amend the existing contract. This document must be signed in the presence of a notary. He must certify the authenticity of new changes in new edition contract.
- You must pay the state fee. A similar action can be performed at any branch of the Savings Bank. A payment document as confirmation of the fact of payment must be attached to the submitted written request. The amount of the contribution can be obtained from the tax authority or directly from the employees themselves. financial institution where the payment is made.
- Collected documents must be collected in one folder and presented to tax office. Exactly at that structural subdivision of this body where the registration procedure was carried out earlier. Here it is worth remembering that the law provides for registration of changes to the constituent agreement of five working days.
It is worth remembering that all constituent documents will be needed to complete this procedure. Their list depends on the legal status of the legal entity. Submission of these documents and strict adherence to the points of the algorithm for making changes will allow you to quickly achieve a positive result, for example, when you need to change the name of the company. Although it is worth noting, this will not be easy and will require a lot of knowledge in the field of law.
The essence of such a constituent document as a charter, when and why it is drawn up, whether it can be changed and how to do it, you will learn from the video:
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