What should be in the charter of the educational organization. What is the company's charter? Constituent documents. Information on the procedure and consequences of the public output from the Company

Organizations with divided into share (parts) by authorized capital - AO and LLC - make up a lion share among all business entities of our country.

Register a company in the form of JSC (joint-stock company) is significantly more difficult than Ltd. (Limited Liability Company). This is due to the intricacies of the creation, registration of constituent documentation, the release of shares and other things.

In the process of joint stock company, there are also its procedural features, for example, the need to disclose information, the approval of a number of transactions by all shareholders, etc. Therefore, the form of an economic society in the form of LLC occurs more often.

Application and necessity

Creating LLC is regulated in particular:

Civil Code of the Russian Federation;
№14-FZ "On Limited Liability Societies" (1998);
№129-FZ "On the State Registration of Legal Entities and Individual Entrepreneurs" (08.08.2001).

To create a company in the form of Ltd. co-expressing the will of its founders, expressed in the form of a constituent agreement, and the main document that the company being created will be guided in its activities is the charter. According to the law, the Charter establishes all the most important issues of the enterprise - from determining the rights and obligations of the founders to the order of income distribution (profits) or the liquidation of the Company.

Interestingly, an agreement on the establishment, signed by the participants of the future Ltd., does not apply to constituent documents (paragraph 5 of Art. 11 of the Law on LLC), and if the participant is one, then it is not necessary. But the charter is necessary in any case, because:

is a constituent document;
regulates almost all the most important issues of the company;
without it, it will not be possible to arrange the creation of a legal entity and register with the IFTS, and therefore, start working on legal grounds.

In addition, if a license is required for the activities of the Company, it will be possible to get it only after registration of LLC and in the event that this type of activity is specified in the statutory documents.

When and who is compiled

The charter is a fundamental document of the Company in the form of LLC, therefore it is necessary to draw it in the first stage of the company's creation, along with the preparation of the constituent contract and the list of candidates for authorities (manuals).

Although several types of standard statutes have already been developed, so far, no standard charter is approved. Therefore, when creating LLC, the founders still have to compile the charter on their own.

This is done immediately after the accurate list of participants will be defined in the constituent contract, the planned location, the share of each owner, the procedure and timing of sharing in ooo, as well as information on future joint activities (when and how many times a year will be convened Assembly how candidates for elective posts in society and others will be put forward.).

In the event that the company has only one owner, the constituent contract is not compiled, but the above-mentioned issues must be permitted to them alone to include them in the charter.

The compilation of the textual document of the Charter produces either the founders themselves, or a professional lawyer, or for this purpose, attract the organization specializing in the registration of newly created companies.

Read more about drawing up the statute of LLC - in this video.

Composition and obligatory points

The Charter is drawn up in writing, which does not require a certification of a notary, or any government agencies. Founders of the Volns companies independently determine all the most important issues of the activities of the company being created.

At the same time, it is important to comply with the requirements of the legislation relating to the content of the document:

articles ,,, 66.3, Civil Code of the Russian Federation;
articles 4, 12, 32 of the Law on OOO;
article 5 of the Law on State Registration of Legal Entities and IP.

Regardless of the type of activity, which the creators of the Company are planning to engage, the charter must contain:

The name of society (complete - necessarily, abbreviated - if desired). At the same time, the phrase "Limited Liability Company" and the abbreviation "LLC" are mandatory to instructions in Russian. A number of additional restrictions are presented to the selection of the name. For example, it is impossible to use the names of government agencies, political parties not to mislead anyone. Also, you can not use already registered in the prescribed mangroom trade names, product brands, etc.
Mandatory information about the location. It is indicated by the settlement (paragraph 2 of Art. 54 of the Civil Code of the Russian Federation).
The size of the authorized capital. It develops from the nominal share of the founding participants, is defined in rubles. The upper limit is not limited, but the minimum is set in the amount of 10,000 rubles.
Information about the general meeting of participants (founders), the competence of this company management body. By law, only the general meeting solves the most important issues of LLC: a change in the charter, the amount of capital, the election of the Audit Commission, the distribution of the company's profits for the year, making a decision on liquidation / reorganization and other issues.
On the sole executive body (director, managing, etc.).
Information about the collegial executive body, on the Board of Directors (including questions of their competence).
Data on the Audit Commission (Auditor) of the Company. The commission can not be created if the founders are less than 15. In this case, the Commission's functions can be conveyed to auditors.
List of rights of participants LLC (participation in management, acquaintance with documents and activities, participation in the distribution of profits, the order of alienation of the share of participants, exit from the company and obtaining the share of property in the liquidation of the LLC, the transfer of the share to third parties, etc.).
The list of responsibilities of the participants (the following are required for inclusion: on non-disclosure of confidential information, participation in mandatory meetings, actions solely in the interests of society, a number of other duties established by the Ltd.).
Exit participants / transition of shares in the authorized capital.
Questions about documents, about disclosing information for other persons.

Another information, not prohibited by law and the provisions, for example, can be included in the charter, for example, the share in the share capital is introduced only by money (or certain property), about the special procedure for the distribution of profits. It is logical to include a method that is confirmed by the meeting of the decision and the composition of the members present on it.

According to Art. 67.1 of the Civil Code of the Russian Federation, the decision should make notaries notarily, and if the charter cannot immediately specify other, you will have to invite a notary for each general meeting. In addition, depending on the number of founders, some sections of the Charter are different.

With one founder

The significant differences between the company's charter, established by one person, from a company with several founders mainly affect sections relating to the decision-making procedure (their design), the procedure for the distribution of profits, the powers of the executive body. All these sections are filled with the fact that the founder is one.

So, the charter includes a provision that according to the relevant issues, the decision makes the only participant and makes them in writing. The presence of a notary in this case is not necessary. At the same time, the competence of the only founder is the same as under the establishment of a 2nd and more persons.

As a rule, the only participant imposes on behalf of both direct responsibilities, but may and appoint them to this position by their decision.

The only founder of LLC can act another society (legal entity), but only if it in turn does not consist of one person.

With two or more founders

When creating society by two and more founders (physical and / or legal) in the sections of the Charter, the following questions should be developed:

how decisions are made at the meeting, how to issue such solutions;
the order of exit from LLC (there is such an opportunity or not, and how to carry out this output);
the alienation of the share of the participant (in particular, the issues of inheritance, the payment of compensation to the heirs, the possibility of sale);
the procedure for the distribution of profits between participants (taking into account the shares, participation in activities, etc.).

The current civil legislation makes it possible to solve most of these issues to the participants independently.

How to prepare a document, sew and make changes

After the text of the text of the LLC statutes and other documents, the Company should be made to the EGRUL - the register of legal entities, which is conducted in the Russian Federation by the tax inspectorate (FTS of Russia).

For this, the charter, together with a set of documents for registration, including the payment of state duty, filling out an application for registration of software, in two identical copies, give the tax inspectorate at the location of the executive body of the company.

Requirements for registration of the Charter:

stitched, numbered statutes pass in two copies, while the sheets are numbered from the second (on the title page do not put the number);
on the turnover of the charter sticks the seal with the indication of the stitched and numbered pages, the applicant's signature.

To make changes to the charter of the already current training, the preparation procedure is repeated: the decision of the LLC participants is preparing the text of the changes, pay for state duty, fill out a statement in the IFTS and pass in 2 copies for registration.

It should be remembered that changes can be made in two ways:

prepare a new edition of the document;
prepare a document containing only the changes yourself (additions) in the relevant sections of the Charter.

Most often requires changes regarding the change of addresses, participants and other issues.

Innovations in legislation in 2018

When issuing the charter, LLC in 2018 it is necessary to take into account some changes in Russian legislation:

solutions of participants of the LLC must make notaries;
the output of the only founder is impossible:
before making property to the authorized capital, it should be assessed with an independent appraiser;
there is an opportunity to transform LLC to the economic partnership.

Given that it is impossible without a charter, it should be approached thoroughly, providing for all questions as much as possible, and especially the regulatory procedure for the interaction of participants.

Certains the Tired Ltd. along with the instructions from this video.

First of all, the Charter is necessary to register LLC in the IFTS. The charter contains all the information about the organization: the name, the composition of the founders of LLC (participants), activities, the share of participants (founders) and the other, as well as in the LLC Charter, the procedure for I / O participants has been determined.

Information contained in the Charter

In accordance with the requirements of the Federal Law on LLC (from 08.02.1998 N 14-FZ), the Ltd.Alnaya Statute must contain the following information:

Information about the name of the Company is a shortened and full name in Russian and foreign languages.

Information on where society is territorial is a legal address.

Information on the composition, rights and obligations of the Company's management bodies, including issues that make up the exclusive competence of the general meeting of participants of the LLC, on the procedure for adopting the management bodies of decisions, including on issues, solutions for which are accepted unanimously or qualified by a majority of votes. General Meeting of participants - participants in LLC. The main head of the company is the Director General.

Information about the size of the Company's authorized capital.

Information on the rights and obligations of participants (founders) of society.

Information on how the share in the authorized capital of LLC (or part of it) can go to another person (donation, inheritance, sale).

Information on how to contain documents of the Company and on the procedure for submitting documents to the Company's participants and other persons.

All items of the Charter must be drawn up legally competent so that there were no double interpretations of the charter, in order to protect the participants of the LLC and the director from various kinds of negative consequences.

How to make a charter of LLC

The text of the charter in organizations, in most cases, standard - such a charter can be downloaded on the Internet. But if it is necessary in the charter of the LLC to provide any unique conditions / rules for anyone, then here the standard charter will not cost.

Anyone familiar with the corporate right can be a charter, first of all, with the law on LLC. Such a person may be one of the future participants (founders) LLC or a qualified lawyer.

The main point to which I would like to pay attention to the compilation of the Constitution, is the following - if the general director will be a female person, then participants should be close attention to the "Management Bodies" section. The fact is that due to the conditions that are not true, the director can get significantly more rights in society, which will not always affect the participants of the LLC.

How to make changes to the charter of LLC

Any changes in the Charter of the Organization occur after the meeting of the Company's participants was held and the decision was made about changes in LLC. Some changes in the charter must be necessarily reflected in the register of legal entities, that is, it will be necessary to make an application to the register.

Go to the article "Amendments to the Charter Ltd." to learn more about the changes in the charter.

Check out too.

Charter of the company - This is an approved legal document approved in the prescribed manner, including the Code of Regulations and Rules relating to the legal status, organizational form, structure and organization of the organization, activities, the procedure for relations with legal entities and individuals and government agencies, as well as determining rights and obligations as participants in the organization And the legal entity itself.

The charter necessarily reflects the foundations of the institution of the organization, its goals and objectives, the organizational structure of both the organization itself (the presence or absence of separate divisions) and its management bodies are negotiated, the form of ownership, the procedure for carrying out production and economic activities, as well as rules for reorganization and liquidation .

The charter is a constituent document on the basis of which acts.

The Charter is approved by its founders (participants).

At the same time, the charter is the only constituent document for legal entities created by one founder.

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 (AO);

Limited Liability Company (LLC).

The document is drawn up before registering the company. It is on the basis of this document that data are made on the founders, as well as about the company itself in the Unified State Register.

Significant terms of charter

The charter of the joint stock company should reflect:

full and abbreviated company names of society;

location of society;

society;

quantity, nominal value, category (ordinary, privileged) shares and types of preferred shares posted by society;

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

the size of the authorized capital of the Company;

the structure and competence of the Company's management bodies and the procedure for making solutions; The procedure for the preparation and holding of the General Meeting of Shareholders, including a list of issues, the decision on which is adopted 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 the Limited Liability Company must contain:

full and abbreviated company name;

information about the location of society;

information about the composition and competence of the Company's bodies, including issues that make up the exclusive competence of the General Meeting of the Company's participants, on the procedure for adopting the Society to the Society, including issues, solutions for which are accepted unanimously or qualified by a majority of votes;

information about the size of the Company's authorized capital;

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

the rights and obligations of the Company's participants;

information on the procedure and consequences of the public output of the Company from the Company;

information on the procedure for transition of the share (part of the share) in the authorized capital of the Company to another person;

information on the procedure for storing the Company's documents and on the procedure for providing information to the Company's participants to the Company and other persons.

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

Registration of the statute

The charter needs to be issued taking into account the following rules:

the charter is drawn up on standard sheets of paper A4;

the text of the charter consists of sections having headlines and numesed by Arabic numbers.

on the title page of the statute indicate: the type of document (charter), the legal entity of a legal entity, its individual name, the place of drawing up, the chart of the statutes of the charter or participants, which is assigned to the organization of the organization.

on the script of the charter, the registering organ at the top of the left is the mark of registration of the Charter;

the mark of registration of the statute is assigned to the seal of the registering authority;

the document must be flashed;

pages, starting with the one that goes after the title leaf, is numbered;

on the back of the last page, you need to attach a sealing sheet with the following information: the number of pages, the applicant's signature with decoding, printing.

There are still questions on accounting and taxes? Ask them on the accounting forum.

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Founders who have decided to create a legal entity must pay special attention to such a constituent document as the Charter. It is in it that the conditions and procedure for conducting the activities of the organization are prescribed. For many organizational and legal forms, it is the only constituent document. Consider in all details that this document and how it must be composed.

Concept

The company's charter is a document, in accordance with which the Company's activities are regulated. It defines the basic rules that are required for execution, the rights and obligations of the founders are prescribed, other issues are solved.

The document is developed at the opening stage of the Organization, approve at the General Meeting and is served on other matters. It is he who is the basis for registration events. In addition, when the CEO of the Director-General is carried out or any changes are made, all these actions must be carried out through the registering authority.

Consider how the charter of the LLC should be developed.

Development

Often, instead of the detailed compilation, the founders only use a typical document without paying proper attention. However, if errors will be made in the Charter, the registration procedure may refuse. And then it will be necessary not only to refine it, but also re-pay the state duty to submit documents for re-registration.

On the other hand, if everything you need in the document is not spelled out, later you will have to make changes. And this, in turn, will require the mass of time and paper red tape, which, with proper development, it will be possible to avoid. Sometimes to save time, as well as in order not to make many mistakes, it is more expedient to contact the help of a lawyer. However, the optimal option is its own development. The basis of the enterprise can be taken as a basis - a sample, and then it is detailed directly under its company. The main requirement for the template: it should be drawn up in accordance with all the latest changes in the law.

When filling the document, the text needs to pay attention to the following points. First, information about its participants is not made to the schools of the LLC. Secondly, also does not need information and the share in the authorized capital.

Thanks to this, it has now become easier. In the future, when changing the composition of participants or redistribution of capital, the document will not be changed. The procedure, however, will be required when changes in details, the field of activity, as well as internal order.

Structure

Decisions are presented with certain requirements. So, in the Charter:

indicate its full and abbreviated name;
location;
reflect all the planned activities (in this case it is better to make a reservation that the company will not be limited to these works);
indicate the amount of authorized capital;
rights and obligations of participants;
prescribe the possibility of exiting the organization;
report how documents will be stored.

Registration

With the rules of registration, the easiest way to get acquainted when there is a ready-made example of the charter. After preparation, it is stitched, and in this form, they are submitted for approval at the general meeting.

The form of the Charter implies the presence of a title sheet that does not number, and all other pages must be affixed, and starting with the number 2. On the reverse side, the document is seal, and on the same sheet report the number of stitched pages, as well as the initials and surname of the applicant.

Authenticity is assigned to print. This is necessary in the case when the organization is already valid. But in the case when the document is applied for the first time, printing may not yet be, therefore it is optional.

The company's charter is issued in two copies, as the original will require the original. In addition, it is desirable after approval to prepare and notarized copies of the document. For this prepare photocopies of all sheets. But neither the seal of the company nor the signature of the manager is not required.

One founder

The feature of the preparation of the document may depend on how many founders from the company. If this is one person, then you can specify the home address of the Director-General as the location of the organization.

If this single founder is a general director, then its term of authority is determined as an idle. It should be borne in mind that the founder may not be only an individual, but also a legal, which includes, for example, several people. The law allows. The only limitation in this case is only the impossibility of acting as a founder of LLC, if the organization has one founder. Thus, the norm does not give the right to the physical person to register the many limited liability companies in its name.

Several founders

With more than one founder, the company's charter delimits their rights and authority, and also describes the relationship. This may be associated with both financial issues and membership relationship. The document is prescribed whether participants can get out of the founders, what questions they solve at the General Meeting, which powers are imposed on the Director-General and the other.

In addition, the charter is prescribed measures to protect capital, as well as the order of alienation in the event of the owner of the LLC from the organization. If it is planned that the founders have the right to buy capital from each other, this procedure must be spelled out in detail, including all the criteria for which the price is consistent.

Capital transfer can be carried out to third parties. In this case, the act of donation or the transition by inheritance is concluded. Then it is necessary to paint the transfer order. This will help to avoid in the future the emergence of various conflict situations.

Alteration

Amendments to the Company's Charter are required if:

the address of the location of the organization changes;
the size of the authorized capital changes;
other changes required for reflection in the document are made.

If the editing decision is made, everything must be mandatory registered in the registering authority. Only after this procedure, they are considered to be legal.

check in

So that there are no problems in the implementation process, all constituent documents of the enterprise must be checked for compliance with the current regulatory framework.

The registering authority is the territorial separation of the IFSN, to which the location of the organization belongs. With one founder, home address may be part. The registration procedure is paid by the state duty.

The package required for registration includes the following:

the protocol of the meeting of the founders or, if he is alone, the decision of the head on the establishment of an organization;
application for registration on the appropriate form, certified notarized;
charter of a private enterprise, which is sealing and stitched;
receipt of payment of state duty.

The same documents are submitted if for the current organization it is necessary to make some changes to the charter. The protocol of the meeting or the sole solution in this case is made about making changes. It is usually necessary to submit two copies, one of which is returned to the applicant, and the other remains in the IFTS.

If the question is serious and take into account each of the described moments, then the most common errors when submitting documents for registration will be avoided. Then, in the future it will be much easier, if necessary, make changes to the company's charter. A sample is more convenient to use the existing enterprise than an unfilled typical document. In the photo below, for example, the initial pages of the current charter are shown.

Charter establishment

If we consider the state enterprise, then the owners are representatives of the Ministry of Public Property. Thus, the founder in it acts itself. The charter of the state enterprise is approved by the relevant representative. It reflects information on the objectives of the company. It turns out that for this type of organizational and legal form, the possibility of carrying out activities is limited by special objectives. The Director General of such an enterprise is appointed and exempt from the office held by the owner. The situation of state and municipal companies is currently governed by the Civil Code and other regulatory legal acts.

Conclusion

Thus, both private, and state-owned companies require a constituent document in which future activities are clearly prescribed. For all types of statutes, there are essential conditions that should be reflected in the document. But each organization has the right to make its internal norms and rules that do not contradict legislation.

In Russia, there are two forms of business: through registration as an IP and by establishing a legal entity. If for one reason or another, a person understands that IP is not exactly what needs to conceive the form of doing business, it is necessary to establish a legal entity.

Beginner entrepreneurs in the overwhelming majority of cases choose the organizational form of LLC for its legal entity as the most simple in the establishment and management.

The procedure for opening its own LLC is somewhat more complicated than the registration as an IP - here you need to prepare an order of magnitude more documents and take into account more nuances.

The most important document that will be needed both for registration and for the life of Ltd. is its charter. It is the charter that is the only constituent document, on the basis of which the company being created will carry out its activities.

You can not approach the preparation of the Charter formally, just downloading some kind of "blank" from the Internet and thoughtlessly on it the name of your company.

If you make mistakes in its preparation, it is possible to run into the refusal of the tax in registration of LLC, and if the registration will still be made, the defects of the compilation can cause problems in the process of work.

Therefore, in the preparation of documents for registration, the charter needs to pay priority attention and compile it for all legislative rules, speaking all obligatory information in it.

According to art. 52 of the Civil Code of the Russian Federation and article 12 of the Federal Law "On OOO" The Charter of the Company must contain a whole set of mandatory data.

Full and abbreviated company name

Name is the first tool for identifying a legal entity. In addition to the fact that it should be bright, memorable and, if possible, to reflect the essence of activity, it also must necessarily meet the requirements of legislation.

According to article 87 of the Civil Code of the Russian Federation , article 4 of the Federal Law "On OOO" Each society should have a complete name with the words "with limited liability", as well as the abbreviated name, which may contain the abbreviation "LLC".

At the same time according to art. 54 of the Civil Code of the Russian Federation The society must have a brand name, which is indicated in its statute.

In other words, the name of the Company consists of a mandatory form with an indication of organizational form and actually invented name.

The name must be indicated strictly in Russian, otherwise the FTS will refuse to register.

In addition, the proprietary name, according to art. 54, 1473 of the Civil Code of the Russian Federation can not contain:

the words "Russian Federation", "RF", "Russia", as well as any derivatives of these words, for example, LLC "Russian". Only the government in the manner prescribed by law can be given to use;
names of the regions of Russia, for example, LLC "Chukotka" or "Moscow" LLC;
names of foreign states, for example, Trinidad and Tobago LLC;
name of the authorities of all levels, for example, LLC "Ministry of Industry" and Public Associations, for example, LLC Association of Lawyers;
borrowing organizational forms of legal entities of foreign states, for example, LLC "LMT";
any forms of designations that can be recognized by contradictory principles of morality, morality or public interest, for example, LLC "Loggy and Croše" or LLC "Glory Terror".

In addition, it is forbidden to use the word "state registration", since it is inextricably associated with government services that private organizations do not apply.

Location LLC.

In the Charter, it is necessary to indicate the location of the legal entity. At the same time, it is absolutely not necessary (but it is allowed) to indicate a full address in the constituent document, right up to the house number or apartment - it can be limited to only an indication of the settlement in which the legal entity will be located.

For example, in the Charter you can write like this: Tver region, Leninsky district, village Red Sickle.

The specific address will need to be indicated by the register, speaking it in a statement by form 11001.which LLC will be registered.

And it should look like this: Tverskaya oblast, Leninsky district, village Red Sickle, Krasnozhennoye Street, House 3.

The address should always be within location.

Then, if the address of LLC is changed, but will remain within the settlement, which is indicated as a location, then make changes to the charter will not need, but only to the register.

Information about the composition and competence of bodies

A legal entity is a kind of legal abstraction, which is always worth the participants, which determine the activities of the organization. At the same time, all rights and obligations that the legal entity acquires must be created, according to art. 53 of the Civil Code of the Russian Federation, through its controls.

Compulsory bodies for Ltd. are:

the general meeting of participants (or one participant who all decisions adopts alone);
the sole executive body (which can be one of the participants or the only participant himself).

In addition, the Board of Directors and Audit Commission may also be created in society, however, for small business, such a complication of the management structure is completely nothing.

The Charter needs to reflect, which powers created by the established authorities are possessed.

As for the general meeting of the participants, then it is necessary to make the following information about it:

competence (according to article.33 of the Federal Law "On OOO");
deadlines for meetings and the procedure for their conduct;
the procedure for making decisions (which issues are solved unanimously, and what a simple or qualified majority).

Regarding the sole executive body (EIO), it can be called him in the charter - director, president, general director. On the amount of authority it will not affect.

It is worth noting that even if the EU itself is the only participant himself, information about it is still necessary to reflect in the Charter.

In particular, the constituent document must contain the following information:

the deadline for which in this society is elected EEO (you can specify any time) - this is a very important point, the counterparties will necessarily view it in order to determine the eligibility of the decisions made by the Director;
the procedure for EEO activities and the procedure for making solutions.

If other controls are not created, the EEO has all the full power in the LLC, in addition to the solution of those issues that are defined as the powers of the general meeting of participants.

Now the law admits that legal entities may have two or more EIA. If so, then information on the delimitation of powers of these persons should also be reflected in the Charter.

However, again for small businesses, such a management structure is excessively and unlikely.

Information about the authorized capital

The authorized capital is the minimum amount of the property of LLC, which society must always have in order to meet the requirements of creditors.

It is the authorized capital that the founder is limited, which invests in society under its establishment.

According to article 14 of the Federal Law "On OOO" , the minimum size of the authorized capital should be 10,000 rubles.

At current times, a big question of which claims of creditors can be ensured by this amount, but the law is defined in this way - the minimum amount is exactly 10 thousand rubles.

The upper limit does not exist - you can prescribe such a size of the authorized capital, which the founder will be able to pay.

In the Charter, information on the size of the authorized capital must be reflected in obligatory.

Rights and obligations of participants Ltd.

All rights and obligations of participants are defined in the norms Civil Code and FZ "On OOO". In the Charter, it can be limited to to rewrite all the rights of rights, or to approach the scrupulously and efficiently to work out each item.

Separately, attention should be paid to the wording of rights and duties, which in the law it is given to the "Unless otherwise provided by the Charter", "if such an opportunity is enshrined by the Charter" or "if this is not prohibited by the Charter."

In other words, the law gives instructions on some rights that the founder should either "activate", by instructions in the constituent document, or eliminate them so that they are not applicable.

Among such rights, it is possible to note very important, for example, to get out of the participants of the society. The founder has the right only if such an opportunity is directly provided by the charter.

To transfer to a deposit of its share the participant has the right only if this does not prohibit the charter.

There will be nothing critical if the charter cannot immediately register all the rights and obligations of participants who may need in the future. The charter is accepted not only under the establishment of LLC, it can be changed by decision of the participants at any time, entering it or excluding those or other items from it.

Information on the procedure and consequences of the public output from the Company

LIQUIDATION LLC is a rather complicated procedure. One of the alternatives, if you want to "tie" with entrepreneurial activities, is the release of the participant from society.

To have the opportunity to exit a society, several conditions must be cumulatively:

the right to the output must be provided for by the Charter, as mentioned above;
in society, after the participant's release, there should be at least one member at least.

If the participant in society is only one, then there is no practical meaning to prescribe the exit conditions, since this legal manneur will not work anyway.

If the right to enter the charter is also more and participants than one person, then in the charter it is necessary to regulate the procedure for exiting society - the term and the process itself, as well as the procedure for the sale of a share to other persons who will be left to the society to the published member.

Information on the procedure for transitioning the share to other persons

This is a very important point to competently compile.

It can provide the following provisions in it:

the ban or permission to alienate the share of third parties (not from the current participants)
the order of transition of a share inheritance (with the transition of the actual share or with redemption);
the possibility of the preemptive right to acquire alienated shares;
other conditions related to the transition of the right to share.

Information on the procedure for storing and providing documents

IN article 50 FZ "On OOO" The documents that any organization should keep in themselves are indicated. In the Charter, it is necessary to reflect all these documents, as well as to register other, which are subject to mandatory storage.

In addition, the constituent document must contain information on the provision of documents at the request of the Company's participants - the term and order of such a provision.

Other information

The Charter has the opportunity to provide other provisions that will need to be parties.

For example, you can enable in the charter:

property information that may not be a contribution to share capital;
the procedure for the distribution of profits;
the procedure for confirming the participants accepted by the General Assembly;
the procedure for reorganization or liquidation.

If there is an LLC to have its own printing, then information also needs to be reflected in the Charter. According to themelles of legislation, printing is not a mandatory attribute, but if its society wants to have, information about this should be contained in the Constituent Document.

The initial editorial office of the Charter is approved simultaneously with the registration of society. All subsequent editions are approved by the general meeting of participants (either the only participant) and are subject to state registration by submitting them to the tax inspection along with the form of an application for form 13001., decision of the participants and a document on payment of state duty.

The state duty for registration of the new edition of the constituent document is 800 rubles.