What is included in the constituent documents of LLC. Accounting info

The constituent documents of an enterprise are a set of documents in the form established by law, according to which the enterprise arises and acts as a subject of law. From the point of view of legal nature, constituent documents are local regulations, i.e. acts that acquire legal force due to their approval by one or more founders of the enterprise.

Constituent documents must contain obligations and information about the enterprise, without which they are considered to be such that they do not meet the requirements of the law. This is the data:

Name (plant, factory, workshop, etc.) and type of enterprise;

Indication of the owner (composition of founders, participants) and location of the enterprise;

The subject and entire activities of the enterprise;

Legal status of the enterprise. These are articles about the legal entity of an enterprise, about its property, about an independent balance sheet, current, currency and other bank accounts, about a brand name and sign for goods and services, about a seal with the name of the enterprise. If an enterprise has the right to issue securities, then this right also relates to the legal status of the enterprise;

On the composition of the enterprise's property: list of funds (fixed, current, other property, authorized capital, reserve fund, insurance fund, other funds);

The procedure for the formation of property; the procedure for distributing profits and covering expenses; - procedure for issuing shares (relative to joint stock company). If the enterprise is not the owner of the property, an article is included stating that the property is assigned to it with the right of full economic management, operational management or lease;

On the list of management bodies of the enterprise, the procedure for their formation, competence;

About control bodies - supervisory board, audit commission (auditor);

On the procedure for terminating the activities of an enterprise: grounds;

The body that makes the decision to terminate; the procedure for the creation and work of the liquidation commission; terms of settlements with the budget and creditors; distribution of property that remains.

In the constituent documents of business companies, separate articles determine the procedure for making changes to the charter (by a higher body, by decision of 3/4 of the votes of shareholders who take part in the meeting, or unanimously).

This provision is related to the peculiarities of the enterprise’s activities:

on labor relations based on membership (collective enterprises, cooperatives), on the enterprise council (the procedure for its creation, composition, competence), on other bodies that exercise the powers of the work collective (work collective council, trade union committee).

For registration legal entity the founders present either the originals of the constituent documents or their notarized copies. A legal entity acts on the basis of a charter, or a constituent agreement and charter, or only a constituent agreement. In cases provided for by law, a legal entity that is not a commercial organization may act on the basis of the general regulations on organizations of this type.

The constituent agreement of a legal entity is concluded, and the charter is approved by its founders (participants). A legal entity created in accordance with this Code by one founder acts on the basis of a charter approved by this founder.

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, and also contain other information provided 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, must define the subject and goals of the activities of a legal entity. The subject and certain goals of the activities of a commercial organization may be provided for by the constituent documents even in cases where this is not mandatory by law.

It is also possible to include in the constituent documents the subject and purpose of the activities of a legal entity in cases where this is not mandatory by law. In this case, the founders voluntarily change the general legal capacity of the legal entity to special legal capacity.

In the constituent agreement, the founders undertake to create a legal entity, determine the procedure for joint activities for its creation, the conditions for transferring their property to it and participation in its activities. The agreement also determines the conditions and procedure for distributing profits and losses between participants, managing the activities of a legal entity, and the withdrawal of founders (participants) from its composition.

The constituent documents establish the legal status of a legal entity, defining the rights and obligations of its founders (participants) to the legal entity itself (internal relations), as well as expressing its legal capacity in relation to third parties (external relations).

The list of mandatory requirements included in the constituent documents of legal entities is supplemented by provisions provided for by laws for legal entities of the corresponding type. So, according to paragraph 3 of Art. 98 of the Civil Code, the charter of a joint-stock company, among such provisions, must include conditions on the categories of shares issued by the company, their nominal value and quantity; about the size authorized capital society; on the rights of shareholders; on the composition and competence of the company’s management bodies and the procedure for their decision-making, including on issues on which decisions are made unanimously or by a qualified majority of votes, and other conditions provided for by the Law on Joint-Stock Companies.

In addition to the above two types of provisions reflected in the constituent documents of legal entities by force of law, founders (participants) have the right to include relevant provisions in the constituent documents of legal entities at their own discretion, provided they do not contradict the law.

As the constituent documents of a legal entity, paragraph 1 of the commented article provides for a charter, or a constituent agreement and charter, or only a constituent agreement. Non-profit organizations in cases specified in the law (for example, primary trade union organizations - see Articles 3, 8 of the Law on Trade Unions) can act on the basis of general provisions on organizations of the corresponding type. It is also possible to create and operate a legal entity on the basis of an individual constituent document approved by an authorized body of state or municipal government. Finally, in accordance with Art. 7.1 of the Law on non-profit organizations when creating a state corporation established by virtue of federal law, the constituent documents provided for in the commented article are not required at all.

On the basis of the charter, joint-stock companies (Article 98 of the Civil Code), limited and additional liability companies created by one person (Articles 89, 95 of the Civil Code), state and municipal unitary enterprises (Article 113 of the Civil Code), production and consumer cooperatives (Article 108, 116 Civil Code), funds (Article 118 Civil Code), as well as public organizations(associations), non-profit partnerships and autonomous non-profit organizations, institutions (Article 14 of the Law on Non-Profit Organizations).

Associations of legal entities (associations and unions) operate on the basis of the constituent agreement and charter (Article 122 of the Civil Code). In the event of a discrepancy between the provisions of the constituent agreement and the provisions of the charter, the provisions of the company's charter shall prevail for third parties and participants of the company.

On the basis of the constituent agreement, general partnerships (Article 70 of the Civil Code) and limited partnerships (Article 83 of the Civil Code) operate.

When drawing up the constituent document and its state registration It is important to comply with the basic requirements of the current Russian legislation for the constituent documents of a legal entity. This is, first of all, the correct content of the charter or memorandum of association. This article discusses only those requirements for the content of constituent documents that are important for the tax authority and which are necessarily checked by it, therefore more detailed information about the content of the charter or constituent agreement is not provided here.

Anticipating the frequently asked question about the advisability of taking these requirements into account in view of the fact that no one reads the charters at tax inspectorates anyway, let us explain: the state tax inspector is personally responsible for the registration actions he performs, so he not only reads the constituent document, but often also reads it in detail studies and verifies the information contained therein.

The title page of the constituent document must contain its name, for example in capital letters the word "CHARTER" and the full name of the legal entity. Also on the right top corner it is indicated by whom and when this charter was approved or the constituent agreement was concluded, for example, “Approved by decision of the owner No. 1 dated...”. At the bottom of the page the city and year of registration of this document are indicated.

Constituent documents must have their own internal structure, which may vary depending on the profile and organizational structure of a particular enterprise, however General requirements are like that. The first section must be " General provisions", which indicate the full name of the legal entity and its legal form, short name and English transliteration of the name.

In the section on the owners (founders, participants) of a legal entity, their names with their organizational and legal form, OGRN and exact legal addresses of the legal entities - founders must be indicated. It should be borne in mind that, by virtue of Art. 88 of the Civil Code of the Russian Federation, the number of participants in a limited liability company should not exceed the limit established in clause 3 of Art. 7 of the Federal Law of February 8, 1998 N 14-FZ “On Limited Liability Companies”, i.e. should not be more than fifty. If the number of participants in the company exceeds the limit established by this paragraph, the company must be transformed within a year into an open joint-stock company or into a production cooperative, unless the number of its participants decreases to the limit established by the Law.

The section “Main objectives and types of activities” describes the goals and objectives for which the legal entity was created and the types of activities that it will carry out. Types of activities are indicated in accordance with the All-Russian Classifier of Types of Economic Activities (OKVED) Resolution of the State Standard of November 6, 2001 N 454-st "On the adoption and implementation of OKVED", which came into force on January 1, 2003 to replace the canceled All-Union Classifier industries National economy(OKONKH).

The section on the management bodies of a legal entity must indicate the executive body of the company and the name of the position of the person performing organizational, administrative and managerial functions and having the right to act on behalf of the legal entity without a power of attorney, the procedure for his election or appointment and the scope of his powers. If the presence of such advisory bodies as a board of trustees or others is provided for, then all its powers and other details are also described.

In the “Structure” section of a legal entity, it is important to fully indicate all existing branches, representative offices or subsidiaries, indicating their exact addresses, names, as well as their management bodies and powers.

In the “Property” section of a legal entity, it is necessary to indicate the form of ownership, the procedure for ownership and use, as well as the procedure for the distribution of income.

The constituent agreement of a legal entity is concluded, and the charter is approved by its founders (participants). On the last page of the constituent document the signature of the first persons of the founders and the seal are placed.

The constituent document, prepared taking into account the stated requirements and signed by the founders, must be bound and all its pages numbered. On the back last page on the sticker placed over the fastening threads, the following entry should be made: “Stitched, laced and sealed with the seal of ... sheets.” Moreover, the number of sheets is indicated both in numbers and in words. The signatures of authorized persons and signatories of the constituent document and the seals of legal entities - founders are also placed here.

Constituent documents

Constituent documents– this is a package of documents that is the legal basis for the organization’s activities and determines its legal status. The concept of “constituent documents” is formulated in Art. 52 of the Civil Code of the Russian Federation.

Strictly by law, the constituent documents of an organization do not include the Certificate of Registration of a Legal Entity and the Certificate of Tax Registration. But they are important because they confirm that the organization is registered accordingly. Therefore, these two documents are required along with the constituent documents, for example, when opening a bank account.

See what “Constituent documents” are in other dictionaries:

CONSTITUENT DOCUMENTS- documents on the basis of which a legal entity operates (Charter or constituent agreement). The charter is approved by the founders (participants). The constituent documents must define the name of the legal entity, its location,... ... Big Encyclopedic Dictionary

Constituent documents- documents serving as the basis for the establishment of a newly created enterprise, company, joint stock company and their registration in in the prescribed manner. Terminological dictionary of banking and financial terms. 2011… Financial Dictionary

Constituent documents- documents on the basis of which a legal entity operates (charter or constituent agreement). The charter is approved by the founders (participants). The constituent documents must define the name of the legal entity, its location,... ... Political science. Dictionary.

Constituent documents- (English found /constituent documents) in civil law Russian Federation documents defining the status of a specific legal entity as a subject of law, a participant in civil, labor, tax and other... Encyclopedia of Law

Constituent documents- This article or section describes the situation in relation to only one region. You can help Wikipedia by adding information for other countries and regions. Constituent documents are documents that serve as the basis for activities ... Wikipedia

constituent documents- documents on the basis of which a legal entity operates: the charter, or the constituent agreement and charter, or only the constituent agreement. The charter is approved by the founders (participants). The constituent documents must define the name... ... encyclopedic Dictionary

CONSTITUENT DOCUMENTS- documents on the formation of a legal entity, which, in accordance with the Civil Code of the Russian Federation (Article 52), can be a charter, a constituent agreement and articles of association, or only a constituent agreement. The constituent agreement of a legal entity is concluded, and the charter... Foreign economic explanatory dictionary

constituent documents- legal entity documents defining individual characteristics status of a specific legal entity within the framework of current legislation. in accordance with Art. 52 of the Civil Code of the Russian Federation, a legal entity acts on the basis of a charter or constituent... ... Large legal dictionary

CONSTITUTIONAL DOCUMENTS OF THE ENTERPRISE WITH INOS. IN.- CONSTITUTIONAL DOCUMENTS OF THE ENTERPRISE WITH INOS. IN. CONSTITUTIONAL DOCUMENTS OF THE ENTERPRISE WITH INOS. IN. (foreign investments) must determine the subject and goals of the enterprise’s activities, the composition of participants, the size and procedure for the formation of the charter... ... Financial Dictionary

CONSTITUTIONAL DOCUMENTS OF THE ENTERPRISE- according to the legislation of the Russian Federation: a) charter of the enterprise; b) the decision to create an enterprise or the agreement of the founders. Dictionary of financial terms... Financial Dictionary

Books

• Awards and badges of the white armies and governments 1917-1922. Constituent documents, production, practice of awarding, types and varieties, Rudichenko A.. This book is a significantly revised and expanded reissue of the work “Awards and Badges of White Armies and Governments” published in 2005. . The current edition provides information about 90...

List of documents defining the legal status of the organization - constituent documents.

A limited liability company is created by one or more founders. The activities of a legal entity are subject to the Civil Code, special laws and internal rules. These rules are established by the constituent documents of the LLC. Based on Art. 52 of the Civil Code of the Russian Federation, we can say that constituent documents are a list of documents defining the legal status of an organization and the legal basis for its activities.

Although the concept of “constituent documents of a legal entity” implies plural, but according to the law, only the LLC charter is included here. After amendments were introduced in mid-2009, the agreement on establishment does not belong to the constituent documents of the company, but it is still necessary to conclude it when registering an LLC by several persons. Why? Let's figure it out.

LLC Charter

According to Article 12 of the Law “On LLC”, the charter is the only constituent document of the company. It contains the identification characteristics of the organization:

• LLC name (full and abbreviated) in Russian; additionally, you can also indicate the name in the language of the peoples of the Russian Federation or in a foreign language
• location (location where the organization is registered)
• size of initial authorized capital

In addition, the charter must include the procedure for the company’s activities, the rights and obligations of participants, the procedure for transferring a share in the management company to another person and other mandatory information.

Since 2014, Article 52 of the Civil Code of the Russian Federation allows the creation of an organization on the basis of a standard charter. True, the federal tax service has not yet completed the development of standard samples. The standard charter does not need to be printed out and submitted for registration to the inspectorate; it is enough to note in form P11001 that the company operates on the basis of one of the approved options. But even after their approval, the founders have the right to develop not a standard, but individual option charter.

Our sample charter includes the provisions necessary for the operation of the enterprise; you can take it as a basis and adjust it as desired. If you need to change the text in the future, you must inform the registering office. tax office on amendments to the charter in form P13001.

A state fee is paid for registering changes.

Establishment agreement

Not long ago, the question: “What are the constituent documents of an LLC?” there was another answer. These included not only the charter, but also the constituent agreement concluded between the participants. In this agreement, the parties confirm that they are establishing a legal entity to make a profit, indicate full passport data and the size of shares in the company.

In addition, the agreement describes the procedure for contributing a share to the authorized capital. General rule states that a contribution to the management company must be made within four months after registration of the company. Participants have the right to set clear deadlines for payment of shares, as well as sanctions for their violation. The sole participant does not enter into an agreement on the establishment, because he has no partners.

Why do you need an incorporation agreement? Firstly, the obligation to conclude it is enshrined in law: in Article 89 of the Civil Code of the Russian Federation and Article 11 of the Law “On LLC”. Secondly, the 2017 charter does not include information about the participants, so it is impossible to find out from it who is the owner of the company. Thirdly, this agreement has legal force when selling, inheriting, donating a share in the company, proving the ownership of a specific person.

Let's look at what exactly is included in the constituent documents of an LLC from a theoretical point of view. Let us repeat once again, registration or constituent documents are only the charter of a legal entity on the basis of which a limited liability company operates.

But if we talk about what is included in the list of constituent documents of a company for practical application, then this is a much more complete list for 2017. Here we can give the following definition - this is complete information related to the registration of a company. Partners, counterparties, banks, inspectors, notaries, investors and other interested parties request the following information:

• state certificate registration of an organization indicating the TIN and OGRN
• certificate of tax registration at the place of legal address
• charter
• establishment agreement
• list of participants
• an extract from the Unified State Register of Legal Entities with OKVED codes that reflect the area of ​​activity
• protocol or decision on the creation of a legal entity
• protocol and order on the appointment of a manager
• certificate of assignment of statistics codes
• information on the presence of branches and separate divisions (if any)

As a rule, upon such a request they provide copies certified by the signature of the director and the seal of the company. In some cases, for example, when opening a current account or when making transactions with shares through a notary, for the accuracy of the copies it is necessary to submit the originals.

Documents on the establishment of a company must be kept indefinitely, and if damaged or lost, they must be restored. Official papers, such as state-issued certificates with the registration stamp of the Federal Tax Service, are issued in the form of duplicates upon the application of the head.

Information from the register of legal entities in electronic form can be obtained free of charge using the Federal Tax Service. For a paper version of the extract from the Unified State Register of Legal Entities, please contact the registration inspectorate; a fee will be charged for this. Internal decisions, protocols, orders can be easily restored with the signatures of the participants and the manager.

Organizational documents: we collect and store

During its work, any business entity (individual entrepreneur or LLC) acquires a huge number of documents: registration, accounting, reporting, personnel, permits, supporting and confirming documents. And although this is the 21st century, and electronic document management has long been integrated into business practice, documents in paper format are still an irreplaceable value. The shelf life of some of them is 75 years, as they say, manuscripts do not burn.

Of course, the concern is not the historical value of the organization’s documents, but the fact that the lack of the necessary papers, especially for accounting and personnel, can create difficulties when passing inspections and lead to financial sanctions, in other words, fines. To avoid financial losses, we advise you to check the complete set of all items from time to time. necessary documents or entrust this check to specialists:

The obligation to collect and store documents of an organization is established by Law No. 125-FZ of October 22, 2004 “On Archival Affairs in Russian Federation"According to it, organizations and individual entrepreneurs are obliged to ensure the safety of archival documents, including personnel records. The list of archival documents is given in Order of the Ministry of Culture of the Russian Federation of August 25, 2010 N 558, it consists of 12 sections and contains 1003 items.

Not all of them are related to entrepreneurial activity, so we suggest checking your documentary luggage with that the necessary minimum, which organizations and individual entrepreneurs must have.

Registration documents of organizations and individual entrepreneurs

Let's start with the documents with which, in fact, the life of a legal entity begins or the acquisition of individual entrepreneur status by an individual. The list of registration documents for an organization is noticeably larger than for an individual entrepreneur:

1. Charter of a limited liability company. To date, this is the only constituent document for an LLC. If changes have been made to the charter, it is advisable to store its previous editions with the note “invalid due to the adoption of a new edition of the charter dated ___.”
2. Minutes of the general meeting of founders or the decision of the sole participant to create an LLC. Everything is clear here - this document is an expression of the will of the founders to create a legal entity.
3. List of LLC participants. The list must contain current information about each participant (passport data of an individual or organization data), the size and value of each participant’s share, information about its payment. If there are shares owned by the company itself, then information about them is also indicated.
4. Certificate of state registration of a legal entity or individual entrepreneur.
5. Certificate of registration with the tax authority (for individual entrepreneurs and LLCs).
6. Entry sheet in the Unified State Register of Legal Entities (for LLC) or in the Unified State Register of Individual Entrepreneurs (for individual entrepreneurs). Since July 2013, confirmation of state registration is the entry sheet in the Unified State Register of Legal Entities (or in the Unified State Register of Individual Entrepreneurs). Previously, this document was called a Certificate of Entry. As for extracts from the Unified State Register of Legal Entities (USRIP), there is no need to store them. Usually a bank, notary, counterparties, etc. They request an extract that is no more than a month old, so if necessary, you need to get it again each time.
7. Letter with information about statistics codes (for individual entrepreneurs and LLCs). You can obtain this information without contacting the statistical authorities personally, but through a form on the official website of Rosstat.

Documents of the organization confirming its legal address

When opening a bank account, the bank will require from the client organization “information about the presence or absence at its location of a legal entity and its permanent management body.” The following documents (optional) can serve as confirmation of the organization’s legal address:

• Certificate of ownership of the premises in which the LLC is located (if the owner is the founder)
• Lease agreement and acceptance certificate of the premises, as well as a copy of the certificate of ownership of the premises, certified by the lessor
• Consent of the owner to register an LLC at home address and a copy of the certificate of ownership of the premises

Such documents are also requested by tax authorities (during the initial registration of an LLC and subsequent changes to the Unified State Register of Legal Entities) and licensing authorities. For individual entrepreneurs, there are no special documents confirming his address. A copy of the registration in the passport is enough.

Permitting documents of organizations and individual entrepreneurs for certain types of activities

This refers to those types of activities that require additional documents from government services:

• Licenses for licensed activities
• SRO approvals (for construction companies)
• Confirmation that you have submitted a notice of commencement of activity (in the cases specified in Article 8 of Law No. 294-FZ of December 26, 2008)
• Permits from the SES and Gospozhdnazor (for shops, catering establishments and hotels)
• Certificates issued for your products or services, etc.

Accounting and reporting documents of organizations and individual entrepreneurs

Accounting and reporting can be accounting and tax. Here we will limit ourselves to the fact that accounting is mandatory only for organizations, and tax accounting is carried out by all taxpayers (including LLCs and individual entrepreneurs). Based on this, the list of documents of the organization is much more significant than that of an individual entrepreneur, due to the financial statements.

The organization's accounting documents include:

• Accounting registers (general ledger, order journals, memorial orders, account transaction journals, turnover and accumulative statements, accounting books, inventory lists, etc.)
• Accounting statements (balance sheets, profit and loss statements, explanatory notes)
• Working chart of accounts
• Accounting policy
• Correspondence on accounting issues

Documents related to tax accounting (which are maintained by both organizations and individual entrepreneurs) include:

• Tax returns
• Books of income and expenses
• Invoices
• Purchase books and sales books
• Documents confirming the tax loss, the amount of which has been carried forward to future periods
• Acts of reconciliation with the Federal Tax Service and certificates on the status of settlements with the budget

Primary documents record the fact of business transactions and are the basis for accounting and tax accounting:

• Cash documents and books
• Bank documents
• Orders, timesheets
• Invoices
• Expense reports;
• Acts on acceptance and delivery of property and services
• Acts on write-off of inventory items
• Receipts, etc.

Agreements and documents confirming their execution:

• Treaties, agreements, contracts, invoice agreements
• Protocols of disagreements under contracts
• Correspondence, calculations, certificates, conclusions to contracts and agreements
• Transaction passport
• Agreements on financial liability
• Correspondence about accounts receivable/payable
• Documents on acceptance of completed work (acts, certificates, invoices)

Documents on cash register equipment:

• Cash register passport
• Cash register registration card
• Cashier's journal
• Service agreement with service center
• Used control tapes
• Fiscal memory drives, etc.

Personnel documents of the organization and individual entrepreneur

Personnel documents are under special attention tax authorities, funds (PFR, MHIF, FSS) and labor inspection(GIT). Individual employers have the same responsibilities as organizational employers with regard to maintaining personnel records.

We provide a list of personnel documents for organizations and individual entrepreneurs that every employer must have.

1. Inner order rules
2. Regulations on the protection of personal data of employees
3. Staffing table
4. Employment contract with each employee
5. Employee personal card (form T-2)
6. Work books of employees (if the employee is registered at the main place of work)
7. Book of movement of work books and inserts in them
8. All documents related to the calculation and payment of salaries and other payments to employees
9. Labor protection instructions for positions (professions)
10. Time sheet and calculation of wages
11. Briefing log (familiarization with instructions)
12. Vacation schedule
13. Orders and instructions of the head of personnel
14. Job descriptions for each position (if the contract contains a link to the instructions)
15. Regulations on remuneration and bonuses for employees (if this is not specified in the contract)
16. Regulations on certification of employees (if certification is carried out)
17. Provision on trade secrets (if there is such a provision in the contract)
18. Agreement on full financial responsibility (not for all employees)
19. Shift schedule (if there is shift work)
20. Collective agreement (if such an agreement has been concluded)
21. Documents on certification or assessment of working conditions of workplaces
22. Documents on labor protection
23. HR journals and books ( employment contracts, orders, personal files, travel certificates, military registration, etc.).

Storage periods for organizational and individual documents

Typically, the storage of documents is carried out by an accountant, human resources specialist, lawyer, and secretary. It’s good when there are several employees, and you can entrust one of them with maintaining and storing all this documentation.

And yet, even if the business is small, and the owner does not have time to devote a lot of time to this issue, it is necessary to think about the safety of documents. Here are the storage periods for the main groups of organizational and individual documents:

Where to store documents of the organization and individual entrepreneurs?

If there are few documents, then the easiest way is to create your own archive - store them in a safe (fireproof cabinet) or allocate them for an archive separate room. The law does not provide specific requirements for the design of the archive; the main thing is that it fulfill its function of collecting and storing documents.

Documents of the last three years, as well as those that are constantly required in work (most often, registration) constitute the so-called operational archive, therefore on long-term storage are not pawned. Documents stored for no more than five years, upon expiration of the storage period, must be destroyed by burning or cutting in a shredder.

Other documents with a shelf life of more than five years must be deposited. To do this, they are filed in volumes with no more than 250 sheets in one volume. Each sheet of the volume is numbered, and an internal inventory and cover are drawn up. Documents can also be transferred for safekeeping to specialized archival organizations, but this makes sense if there are a large number of them.

Responsibility for the safety of documents of the organization and individual entrepreneurs

It is necessary to store the above documents, first of all, in the interests of the businessman himself, because their absence makes it very difficult (or even impossible) for entrepreneurial activity. But penalties, in the form of fines, are also provided for by law.

Thus, for the absence of primary documents for one tax period, a fine of 10 thousand rubles is imposed on officials, and if this results in an underestimation of the tax base, then the fine will be at least 40 thousand rubles.

What to do if documents are lost? Lost registration documents (certificates of state registration and tax registration) or the Charter can be restored by contacting the tax office with an application to issue a duplicate certificate or a copy of the Charter.

If the accounting or personnel documents of an organization or individual entrepreneur are lost, a commission should be created to investigate the reasons. The fact of document theft must be confirmed by a police certificate; natural disasters - a certificate from the Ministry of Emergency Situations; flooding - a certificate from the Housing Office, etc.

Next, documents whose storage period has not expired will need to be restored. For documents related to the calculation and payment of taxes, you must contact the tax office, and for the payment of fees, respectively, to the funds. You can obtain copies of account statements and copies of payment documents from the bank. You can contact your counterparties with a request to send copies of contracts, acts, delivery notes, and invoices.

Based on materials from: regberry.ru

If the moment of emergence of the organization’s legal capacity coincides with the entry of the relevant information into the Unified State Register of Legal Entities, then the constituent documents of the legal entity are proof of its existence, along with a certificate of state registration.

Having studied them, the counterparty can obtain information about the types of activities and decision-making procedures in the partner organization.

The significance of this data lies in the ability to identify the presence or absence of authority of a representative of a legal entity to conclude certain transactions.

To others important point are the relationships between shareholders or members of an organization. Balancing the interests of all these individuals is of great importance.

These functions will be effectively performed by carefully crafted documents.

Types of constituent documents of organizations

Art. 52 of the Civil Code provides a list listing the main types of constituent documents. The list provides for their use based on the organizational and legal forms of legal entities. These norms were not without changes and are valid as amended on June 29, 2015.

Charter

The main constituent document of an organization is the charter. All legal entities, except business partnerships, must have it.

The legislation does not define the concept of a charter. However, based on the content of legal norms, its characteristics can be given.

Signs and definition of the charter

The Charter has the following features:

• Documentary form. The charter is stored on paper and must contain the signatures of persons authorized to accept it.
• Special procedure for acceptance. The charter is approved by the general meeting of founders unanimously.
• Its content must take into account all requirements imposed by law. The preparation of the document must be done carefully. If the content requirements are not met, state registration will not take place.
• The charter performs the functions of regulating the relations of participants (shareholders), as well as bodies and officials of a legal entity. If between them there are conflict situations, this document actually performs the function of substantive law and is subject to application by the courts when resolving disputes. It also determines the powers of officials regarding the conclusion of transactions.
• According to the law, the charter, as well as any change thereto, is subject to registration. Failure to comply with this condition entails the invalidity of the document. If the accepted change has not been registered, it will not apply to 3 persons. The exception is situations where a 3rd party acted taking into account the changes.

The concept of this document can be determined by its characteristics. The charter of a legal entity is a set of rules adopted unanimously by the founders, registered by an authorized state body, regulating the basis of interaction between its bodies and officials, as well as laying the foundations for the procedure for concluding transactions with third parties, taking into account all the requirements imposed by law.

Types of statutes

These documents come in 2 types:

• preparation, which was carried out by the founders independently;
• typical.

Most of the documents belong to the first type.

Model charters can be used in cases where its form and content are approved by a government agency. Also, such documents can be approved by the founders if they create institutions for certain purposes.

Information on the use of a standard charter involves entering the relevant information into the Unified State Register of Legal Entities.

Requirements for the content of the charter

General requirements for the content of the charter are set out in Part 4 of Art. 52 Civil Code. If they are not fulfilled, the state registration of the organization will end in refusal.

The document must contain the following information:

• Data on the name of the organization and its legal form. Preparation of a document involves entering both a full and abbreviated name.
• Information about the location. If previously this was identical to the address, then, after recent changes, it is enough to indicate settlement. This was done in order to avoid the need for unnecessary adjustments to the charter. Now changing the address within one locality only requires submitting an application to enter the relevant information into the Unified State Register of Legal Entities.
• Data on the procedure for managing a legal entity. This refers to its organs and the functions they perform.
• If we're talking about about non-profit organizations, as well as municipal unitary enterprises and state unitary enterprises, then the charter reflects information about their goals and scope of activity. Such requirements do not apply to commercial organizations. However, legislation in certain areas provides for the mandatory entry of this data. These cases include banking and insurance activities.

Additional data may be required depending on the legal form of the legal entity. For example, the Federal Law “On Joint Stock Companies” requires information on the number, value, category and type of shares being placed.

Memorandum of association

Previously, this document was required much more often. State registration of a number of business entities presupposed its conclusion along with the approval of the charter. Now it is the only constituent document of business partnerships.

As in the case of the charter, the concept of a constituent agreement is not contained in the law. However, the definition can be selected based on the characteristics of this document.

Concept and features of the constituent agreement

The memorandum of association has the following features:

• It is a set of rules governing the relations of the founders both on issues of creation and in connection with the future activities of the organization.
• It has the form of an agreement. This presupposes the presence of details of all parties, as well as the subject.
• The document becomes valid for 3 persons after the registration of the business partnership is completed. The same rules apply to changes made to the text.
• The articles of association must contain all provisions required by law. They are listed in Part 4 of Art. 52 Civil Code. Additional requirements are set out in Part 2 of Art. 70 of the Civil Code, which provides for the indication of information about the capital of a general partnership and in Part 2 of Art. 83 of the Civil Code concerning information about the capital of a limited partnership.

Based on the characteristics, the following concept can be used. The constituent agreement should be understood as an agreement between the persons creating a business partnership, the subject of which is the distribution of responsibilities in connection with its registration and further activities, information about which is entered into the Unified State Register of Legal Entities.

Why is a memorandum of association required for business partnerships?

The significance of the founding agreement is explained by the fact that participants in business partnerships (general partners) are liable for its obligations with all their property.

The legislator assumes that the constituent documents of a legal entity in the form of an agreement will encourage future participants to pay more attention to its content and make a more informed decision.

On practice, business partnerships are very rare due to the full responsibility of the participants for their obligations. For this reason, articles of association have virtually ceased to be used.

Upcoming innovations

The legislation, which will come into force on October 2, 2016, provides for the emergence of a new organizational and legal form - a state corporation.

The changes also concern the procedure for creating such legal entities.

The functions of the constituent document will be performed by the federal law adopted in relation to each such organization.

Other internal documents of organizations

Often the concept of constituent documents is associated with local acts of a legal entity.

The adoption of many of them may be provided for by the charter. Examples include regulations on the head or other bodies, regulations on a branch, and various regulations.

All situations cannot be regulated by the charter.

This is especially true for public joint stock companies that have an extremely complex structure and whose securities are in free circulation.

Such acts play an important role in the functioning of the organization, but are not constituent documents, since the law does not classify them in this category. They are only intended to specify and develop the rules established in the charter.

Charter of the enterprise- this is a legal document approved in the prescribed manner, including a set of provisions and rules relating to the legal status, organizational form, structure and structure of the organization, types of activities, the procedure for relations with legal and individuals And government agencies, as well as defining the rights and obligations of both the participants of the organization and the legal entity itself.

The charter must reflect the grounds for establishing the organization, its goals and objectives, and describe organizational structure both the organization itself (the presence or absence of separate divisions) and its management bodies, the form of ownership, the procedure for carrying out production and economic activities, as well as the rules of reorganization and liquidation are specified.

The charter is the constituent document on the basis of which it operates.

The charter is approved by its founders (participants).

Moreover, for legal entities created by one founder, the Charter is the only constituent document.

Charter as a constituent document of a legal entity

The charter is a constituent document that is mandatory for legal entities.

The charter acts as a constituent document in the following organizational and legal forms of a legal entity:

Joint Stock Company (JSC);

Limited Liability Company (LLC).

The document is drawn up even before the company is registered. It is on the basis of this document that data about the founders, as well as about the company itself, is entered into the unified state register.

Essential terms of the Charter

The charter of a joint stock company must reflect:

full and abbreviated company names of the company;

location of the company;

type of society;

quantity, par value, categories (ordinary, preferred) shares and types of preferred shares placed by the company;

rights of shareholders - owners of shares of each category (type);

size of the company's authorized capital;

the structure and competence of the company’s management bodies and the procedure for their decision-making; the procedure for preparing and holding a general meeting of shareholders, including a list of issues, decisions on which are made by the company’s management bodies by a qualified majority of votes or unanimously;

information about branches and representative offices of the company.

The charter of a limited liability company must contain:

full and abbreviated company name of the company;

information about the location of the company;

information on the composition and competence of the company's bodies, including on issues that constitute the exclusive competence of the general meeting of the company's participants, on the procedure for making decisions by the company's bodies, including on issues on which decisions are made unanimously or by a qualified majority of votes;

information on the size of the company's authorized capital;

information about the size and nominal value of the share of each participant in the company;

rights and obligations of company participants;

information about the procedure and consequences of the withdrawal of a company participant from the company;

information on the procedure for transferring a share (part of a share) in the authorized capital of the company to another person;

information on the procedure for storing company documents and on the procedure for the company providing information to company participants and other persons.

The charters of a joint-stock company and a limited liability company may contain other provisions that do not contradict federal legislation.

Registration of the Charter

The charter must be drawn up taking into account the following rules:

the charter is drawn up on standard sheets A4 paper;

The text of the charter consists of sections with headings and numbered in Arabic numerals.

on the title page of the charter indicate: the type of document (CHARTER), the organizational and legal form of the legal entity, its individual name, place of preparation, stamp of approval of the charter by the founders or participants, which is certified by the seal of the organization.

on the original charter, the registering authority puts a mark on the registration of the charter at the top left;

the registration mark of the charter is certified by the seal of the registering authority;

the document must be bound;

pages, starting from the one after the title page, are numbered;

on the back of the last page you need to attach a sealing sheet indicating the following information: number of pages, signature of the applicant with transcript, stamp.

Still have questions about accounting and taxes? Ask them on the accounting forum.

Charter: details for an accountant

• Standard Articles of Association for an LLC? No thanks!

  But this is also unlikely. The charter is only needed to register a legal entity... But this is also unlikely. The charter is only needed to register a legal... ̆ moment. “Model” Charter, placed in the information and legal... need to develop and approve your charter; counterparties immediately understand the “rules... of the sole executive body of the company - Model Charter No. 2 (abbreviated version); Society... composition of LLC participants - Model Charter No. 3; Newly created societies...

• Amendments to the charter of an educational institution: main cases

  Federal Law). Information that the charter must contain educational institution In the charter of an educational institution... The main cases of making changes to the charter of an educational institution The need to make changes... to the charter of an educational institution may arise in... an “organization” (to make changes to the charter of an educational institution)? Important! Explanations in...”, then it is necessary to make changes to the charter (the new name is “Municipal Budget...

• Amendments to the association's charter: features

  Associations. Amendments to the association's charter are carried out by approving a new... Important! Changes and additions to the charter are approved by a decision of the general meeting of members... the nature of the changes they are made to the association's charter in a certain way when... registration of changes and additions to the association's charter is carried out in accordance with the procedure ... legislation, making changes to the association's charter involves filling out and submission... the amended Charter and the necessary accompanying documentation are sent to the Ministry of Justice of the Russian Federation. ...

• Model statutes

  The correctness of the design, and if the charter did not correspond to the requirements for it... it was only necessary to provide the charter in the package of documents for registration... the opportunity not to develop the charter yourself at all, but to use the most suitable one... the concept of “model charter” does not mean any standard charter, which, for example, ... charter, places such a standard charter on the official website of the registering authority... transition to a standard charter of an already existing one, provide the charter for registration...

• Everything about changing your legal address: procedure, risks, documents

  In case, changes will have to be made to the charter, so you need to fill out form P13001 ... the sole participant about a change of address; the charter as amended or the appendix... addresses and amendments to the charter; the charter as amended or the appendix... amending the charter with information about the location; charter as amended or...

• Did he come out or not? What to do if the withdrawal of a participant from the LLC is not reflected in the Unified State Register of Legal Entities

  Doesn’t matter) doesn’t want to let go of his partner. The company's charter allows for the withdrawal of a participant, therefore... the certificate of resignation will require the company's charter, which is kept by “A... views on the exit of “B”, he does not provide the charter of his own free will... fortunately, there is a way out of the situation. The charter is a public document, and by its... person, the decision to establish a company, the charter of the company, approved by the founders (participants) of the company..., as well as those included in the charter of the company and registered in the established...

• Freedom of conscience, censorship, past and present

  On July 1804, the Charter on Censorship was adopted. According to this Charter... . It should be noted that this censorship Charter is considered by experts on Russian censorship... . No. 1. pp. 121-131. 36. Charter on Censorship of 1804 // Russian... appeals 06/20/2012). 10 Charter on Censorship of 1804 // Russian... (date of access 06/20/2012); The Charter of Censorship of 1804 can be...

• How to add or change OKVED codes for LLC

  The type of economic activity has to change the charter. Then you need to fill out form P13001... - only 800 rubles. If the charter does not change, form P14001... is used; A description of the changes that are being made to the charter in connection with this procedure... in your form, certified by a notary; New charter (only if... if changes were made to the charter). Please note that... a new sheet of the Unified State Register of Legal Entities and the charter with confirmation from the Federal Tax Service, if it...

• Change of the sole founder of the LLC

  It is very important to check the company's charter. It should not... the company must amend the company's charter, indicating in it a new... to join the company. The amended charter, which adds a new member... changes in the Unified State Register of Legal Entities; New certified LLC charter. To make these papers...

• Corporate agreement between owners: possibilities and limitations

  Is, no matter how trivial, the Charter of the company. The need for its attentive... general meeting for the inclusion in the charter of provisions regulating the activities of the company's bodies... is only possible through the inclusion in the Charter of provisions indicating the regulation of the order... nothing more: what will the charter of the joint-stock company be, taking into account various. ..

• Features of modern work with counterparties

  It would be correct and necessary to request the charter and - if the signatory... director is in charge of a certain line of business. The charter is more interesting in its sections..., however, once we happened to see a charter in which the director had the right...

• Refusal of state registration of HOAs

  Unified State Register of Legal Entities The constituent document of the HOA is the charter, which is adopted at the general meeting... . 2 tbsp. 135 Housing Code of the Russian Federation). The HOA charter must contain the following information... on the common property in the house; HOA charter (in two copies in...

• Indivisible cooperative funds – protection of business assets or additional risks

  Voice. In order to change the charter, reorganize, liquidate a production cooperative or... exclude a beneficiary from it, change the charter, create an indivisible fund, etc... that, despite the inclusion of a provision on an indivisible fund in the cooperative's charter...

• How to correctly change the legal address of an LLC

  Chairman and secretary of the meeting; a new charter of an LLC or changes that have been... made to the current charter (changes are submitted as an appendix to... day tax authorities issue the following documents: charter (new or revision of the old one); protocol...

• Registration of an NPO branch

  RF"). The procedure for registering changes to the charter of an NPO in connection with the creation... of which is the original; 3.2) Charter of the NPO. The constituent documents of NPOs are... organizations, private or budgetary institutions - a charter approved by the founders (participants, property owner... an agreement concluded by their members, and a charter approved by them. Founders (participants) of non-profit...