The decision of the sole participant to create a limited liability company. Decision to establish an LLC with one founder. The decision of the sole founder to appoint the General Director of LLC

According to the law, when creating any organization, it is necessary to comply with all the necessary formalities, namely to submit the relevant documents to the registration authorities. This is necessary for tax registration of a legal entity, as well as for entering information about the company into the Unified State Register of Legal Entities ().

When establishing an LLC (limited liability company), it is necessary to provide the corresponding decision to the registration authorities. Consider what kind of document it is and how to draw it up correctly.

What it is?

The decision to establish an LLC is one of the documents that will be required for. The need for its compilation arises when the organization has a single founder.

When several founders are involved in the process, it plays its role. It reflects information about the date and place of the meeting and about the decision taken in the course of its holding to create an organization.

Who prepares the document and when?

When an organization has one founder, the decision is drawn up and signed by him. This is the first stage from which the registration of a new company begins.

In the case when there are several founders, the secretary draws up the minutes of the meeting. This document is signed by all participants.

There are a large number of law firms offering their services in drafting such documents for their submission to state registration authorities. If necessary, you can entrust such specialists with the collection and execution of all documentation.

Where to submit documents?

To register a company, a decision signed by the sole participant must be submitted to the Federal Tax Service(FTS). This authority makes tax registration of a legal entity, as well as submission of the necessary information to be entered into the Unified State Register of Legal Entities.

Better if the decision is made in 2-3 copies, since this document may be required not only at the Federal Tax Service, but also for presentation at various institutions, banking structures or funds.

In addition, the following documents are required to be submitted to the tax office:

statements drawn up;
organizations in duplicate;
a document confirming the payment of the state fee;
copies of the certificate of ownership;
agreement on the establishment of LLC.

If the registration is not carried out in the place where the founder is registered, then a prerequisite is the presence of a letter of guarantee on the provision of the address.

You can get detailed information about this documentation from the following video:

Compilation rules

This document should contain the following points:

Name of the organization.
The address where the company is located.
Size information. In cases where the capital does not consist of monetary property, the document must contain information about the name and par value of the property mass.
If the organization has several founders, it is necessary to indicate the percentage of each participant in the total mass of the authorized capital.
Information about the person appointed by the CEO. In addition to the information specified in the citizen's passport, the document must contain the period for which the person is vested with the powers of the head. Subsequently, based on this, it will be compiled.
The document must be signed by one founder, if he is the only one.
The date the decision was made. It must be no later than the date of payment of the state fee upon registration.

When a document contains more than two sheets, it must be stitched. You need to draw up a decision in at least two copies. One of them is intended for submission to the state registration authorities, the second must be stored indefinitely in the archive of the organization.

When a company is incorporated by several participants, notarization of the document is required.

The listed items are the basic rules for the preparation of constituent documents. Depending on the specifics of the enterprise, some additional information may be required to be included in the text of the paper.

A limited liability company is a common organizational and legal form of an enterprise in Russia. Dozens of entrepreneurial structures of this type are created in our country every year. The first measures to establish a new company in the form of an LLC begin with the registration of the decision of the sole founder or the drawing up of the minutes of the general meeting of participants on the creation of a new company. We will find out how to correctly draw up these documents and what are the features of the appointment of a company director in 2017.

LLC belongs to commercial organizations, the main purpose of which is to create profits distributed among the participants.

The main difference between an LLC and other collective enterprises is that the liability for the obligations of a participant in this organizational and legal form of entrepreneurship is limited to the amount that the founder paid when the company was founded as his part of the authorized capital.

And although some critics rank among the disadvantages of an LLC that for its establishment it is necessary to have a statutory fund of at least 10 thousand rubles, as well as a bank account and a seal, but these are rather advantages thanks to which almost any citizen can open an enterprise.

And also the disadvantages of an LLC include a more complicated procedure for its registration in comparison, for example, with the registration of an individual entrepreneur. But here, too, the steps for creating an LLC are still quite simple and, which is especially valuable, have a clear algorithm limited by laws.

The creation of an LLC is associated with minimal time and material costs

A short list of basic documents for creating a limited liability company

LLC registration is detailed in many regulatory laws of the Russian Federation, among which the following are the main ones:

Law No. 14-FZ of 08.02.1998 "On Limited Liability Companies";
Law No. 129-FZ of 08.08.2001 "On state registration of legal entities and individual entrepreneurs";
Government Decree No. 506 of September 30, 2004 “On Approval of the Regulations on the Federal Tax Service”.

And also some changes in the conditions of registration of LLC were introduced by law No. 67-FZ from January 1, 2016.

General requirements for the composition of documentation for opening a company

Currently, when registering an LLC, there are two options for a portfolio of documentation. In the first case, when the founders include both individuals and law firms, the following list of documents is provided:

notarized copies of the passports of the founders of the company, the head and the chief accountant;
minutes of the general meeting of the founders;
charter;
memorandum of association (if there is more than one founder);
lease agreement for a building or apartment (office);
certificate of ownership of the rented building / apartment;
orders for the employment of a director and chief accountant;
acts on the enrollment of material assets (property) of the founders to the statutory fund;
receipts and cash receipts for amounts received in the statutory fund from the founders;
statements of founding legal entities. These statements are drawn up in accordance with a special form R11001, which lists all the documentation required for this: the charter, the constituent agreement, the minutes of the meeting of founders, an extract from the minutes confirming the rights of the head of the company, a copy of the manager's passport, an extract from the Unified State Register of Legal Entities, a certificate of assignment of the OGRN, a letter from tax inspection on registration, TIN certificate. All copies are notarized.

In the second option, in which, in addition to domestic enterprises, the founders of the LLC also include foreign citizens and foreign legal entities, copies of all documents submitted in a foreign language are notarized.

The circumstances are also provided for when the authorized capital of a company is made up of property contributions. In this case, to confirm these contributions, you must have the following documents:

certificate of ownership of the property;
technical passport for the property;
property warranty card;
the value of the transferred property.

At the same time, on the basis of the submitted documents, an appraisal act is drawn up, as well as the acceptance of this property on the balance sheet of the LLC.

Registration of the minutes of the meeting of the founders of the LLC

General meetings in LLC are held at a frequency determined by the statutory provisions of a particular company. In particular, annual meetings are required. As for the meeting of the founders of the LLC, it is held only once, since after it is held, the status of the founder changes to the status of a participant.

This is the difference between these concepts.

Thus, the founders are legal entities and individuals participating in the initial creation of the LLC. Passport data of individuals and the main details of law firms that are founders are entered in the Unified State Register of Legal Entities. And this list of founders remains unchanged throughout the entire existence of the enterprise.

Approval of the minutes at the general constituent meeting for the establishment of LLC

But the list of participants can change both towards expansion in case of admission of new members, and reduction, in case of exclusion of previous members.

Thus, after the first meeting, the founders become participants, members or shareholders of the created enterprise.

In what cases it is necessary to draw up the minutes of the meeting

If there are two or more founders, the minutes of the meeting of founders are compiled without fail. When the founder is only one natural person or one legal entity, the first document of incorporation is the decision of the sole founder of the intention to create a company. In this case, the minutes of the meeting of founders is not drawn up.

The meeting of founders for holding a constituent assembly is recorded in the form of appropriate notices, which indicate the date of the meeting and its indicative agenda. These invitations are sent to all interested parties.

Sample notice of convening a constituent assembly

The nuances of holding a meeting of LLC participants

The rules for drawing up the minutes of the meeting of founders are regulated by article 181.2 of the Civil Code of the Russian Federation.

The protocol of the founders is instructed to fix the following mandatory provisions.

Place and date of the event.
List of founders. For founders - individuals, passport data is recorded. For founders representing legal entities, the following should be entered: full name of the enterprise; legal address; OGRN, KPP and TIN codes; Full name and passport data of the representative of the legal entity.
Chairman of meeting.
Meeting secretary.
Agenda
Contractual obligations of the founders to coordinate their actions, which are reflected in a separate agreement on the establishment.
Results of the voting.

The agenda of the meeting must necessarily include the definition of the main characteristics of the future enterprise:

the full name of the enterprise with an indication of its organizational and legal form in the form of LLC;
legal address;
the size of the authorized capital with the distribution of its shares;
charter;
Full name of the director.

An example of the minutes of the meeting of the founders is given below.

Sample minutes of the general meeting of founders of LLC

At the same time, it should be emphasized that voting on all issues on the agenda should be decided exclusively unanimously. In the absence of unanimous approval of the issues, registration of the LLC will be refused. But when the registration of the enterprise has already been carried out, then in the minutes of the general meeting of participants or shareholders, it is possible to approve decisions taken not unanimously, but by a simple majority or 3/4 of votes, depending on the category of the problem.

Making a decision on the issue of opening an LLC with a single founder

In general, the number of LLC founders can range from one to fifty. Registration of an LLC with one founder is a fairly widespread practice.

In the case when the founder of the LLC is only one individual or legal entity, this fact is recorded in the protocol of the decision on the establishment of the enterprise. To register a company, the presentation of this protocol is mandatory. The official name of the Minutes of the meeting for resolving the issue of establishing an LLC may look as follows - "Decision of the sole founder to establish a Limited Liability Company."

A sample of the decision of the sole founder to establish an LLC is shown in the photo.

Sample decision to establish an LLC with a single founder

The given sample is not an approved canon, but just one of the solutions. For example, you can formalize this decision in the form of the usual minutes of the general meeting, in which the founder has the only decisive vote, and the rest of the meeting participants have only an advisory vote.

Appointment of the CEO

Appointment of the director of the LLC is the very first step in the activities of the newly created enterprise. This appointment is usually formalized by order number 1, which is signed mainly by the "freshly baked" director himself. The source of the issuance of the order on the appointment of the chief executive is the corresponding entry in the minutes of the constituent assembly or in the decision of the sole founder.

An example of an order for the approval of the chief manager of an LLC is shown in the photo

Sample order for the appointment of the General Director of LLC

Does a notary have to certify documents

Notarization of the order on the appointment of the general director of an LLC during the creation of an enterprise is not regulated by law. Another thing is when it comes to changing the old head of the enterprise. In this case, when a new manager is approved, it becomes necessary to correct the basic information about the company in the Unified State Register of Legal Entities. To correct the entry in the Unified State Register of Legal Entities on the change of the chief manager, an application is submitted to the relevant tax service according to the form No. Р14001, where the Title page, Sheet K are filled in (page 1 for the old director, pages 1-2 for the new manager), Sheet P (page 1-4).

If, when submitting an application, all founders sign in the presence of the tax inspector who accepts the documents, then notarization is not required. In practice, all signatures of the founders are certified by a notary. True, in this case, the personal presence of all members of the LLC at the notary is not required. It is enough for him to have the applicant himself - a new director of the company, authorized to sign the necessary documents.

As for the notarization of other registration forms, the following documents must be certified by a notary without fail:

certificate of registration of a legal entity;
charter;
certificate of state registration of a legal entity;
decision to establish LLC;
decision or minutes of the general meeting to change the head.

Procedural actions for the creation of an LLC begin with the convening of a meeting of interested parties, which serves as the basis for drawing up the minutes of the meeting of founders. Russian legislation clearly regulates the form of drawing up this document, which includes a mandatory list of the most important characteristics of the enterprise being created. When the founder of an LLC is only one individual or legal entity, the minutes of the constituent assembly are replaced by a decision on the establishment of a new enterprise, which is approved by the signature of the sole founder.

Is a document that confirms the intention of the business owner to register a commercial organization. Together with the application in the P11001 form and the charter, the decision of the founder is submitted to the tax office when registering the company. If you need a 2019 sample, you can find it in this article.

Decision or protocol of establishment

The protocol on the creation of an LLC is drawn up if there are several founders - from two to fifty persons. At the general meeting, the founders elect a chairman and a secretary, and all items on the agenda are put to a vote. At the first general meeting, voting on all items must only be unanimous.

If a limited liability company is created by one person, then the decision of the sole founder is made, which has the same legal force as the protocol. In this case, all the powers that the Law “On Limited Liability Companies” No. 14-FZ assigns to the competence of the general meeting of founders are transferred to one person.

At the same time, Article 39 of Law No. 14-FZ establishes that the decision of the sole founder, both when creating a company and later, in the course of its activity, is made without observing the formalities necessary for convening a general meeting.

In general, almost any person, both individuals and legal entities, can create an LLC:

Russians, foreigners, stateless persons;
subjects of the Russian Federation and municipalities;
Russian and foreign organizations.

However, if we are talking about the registration of an LLC with one founder, then here you need to know about the restriction established by Article 7 of the Law "On Limited Liability Companies". According to this rule, a commercial organization cannot be created by a single founder, who is himself a society consisting of one person.

You can quickly and easily prepare all the necessary documents for opening an LLC, including the decision of the sole founder, using the free 1C-Start service.

What issues should be included in the decision to establish an LLC? In fact, they are similar to those considered at the general meeting of owners, only there will be no agenda in the decision of the sole founder. Questions are not put to a vote, but immediately approved.

The decision does not have an officially established form; it is enough to simply follow the usual standard for the preparation of business documents. As a rule, all the necessary information can be placed on one sheet. If there are several sheets, then they must be stitched and fastened on the back of the firmware with your signature.

As for the notarization of documents submitted for registration of a limited liability company, this requirement applies only to an application in the form of P11001. Moreover, the costs of a notary can be avoided if the applicants themselves submit an application to the tax office. But the decision on the establishment and the charter are not required to be certified for any method of filing.

So, what points should the 2019 sample include?

Date and place of the decision, according to which the opening of the LLC is planned.
Identification information about the founder who creates the limited liability company. If this is an individual, then his full name, passport data, place of residence are indicated. If the founder is a legal entity, then it is necessary to enter its full name, OGRN codes, TIN, KPP, legal address, as well as the data of its head.
Expressed intention to establish a limited liability company.
The firm name of the legal entity to be created in full and abbreviated form. For example, the full name is Stroy Montazh Limited Liability Company, and the abbreviated name is Stroy Montazh LLC.
Legal address of the future company. The address in the decision must be indicated in full, with the street, house, office or apartment number. It is possible to limit ourselves to specifying the locality only in the charter of the company.
The size of the authorized capital in par value and shares in it. Naturally, the share of the sole founder will be 100%. The authorized capital in excess of the minimum amount of 10,000 rubles, which is contributed only in cash, can be contributed both in cash and in property.
The term for the contribution of the authorized capital. According to the law, it should not exceed four months after the registration of the company.
An indication that the founder approves the charter of a commercial organization.
Information about the future head of LLC. Most often, the management of a company is transferred to an individual, but it can also be a managing organization or a manager. For an individual who will become the general director of the company, his full details are indicated: name, passport data, registration. In addition, the founder must express his intention to conclude an employment contract with the manager. The contract may not be concluded if the organization is headed by its only participant, respectively, this information can be excluded from the decision.
The decision to open an LLC is confirmed by the personal signature of the founder.

When creating a limited liability company, you have to deal with a bunch of documents that are the first step on the way to. The first step is to formulate a decision to establish an LLC. Let's figure out what kind of document it is and what power it has.

Solution or protocol?

If a limited liability company is created, then at the first stage it is the decision of the founder to establish an LLC that is drawn up. In this case, the founder is one, and he does not need to coordinate the actions and rules of the organization with anyone. Therefore, the new organizer needs to use the standard form for filling out for a LLC with a single founder.

In the case when a company is created, regardless of their number, all founders are drawn up, who will have their share in the LLC. This form will have different specifics of filling out, in contrast to the solution. It can be called the decision of the founders (precisely in the plural) to create an LLC.

If a limited liability company is created by one individual or legal entity, then at the first stage it is the decision of the founder to create an LLC that is drawn up.

Let us dwell in more detail on the nuances of drawing up a decision on the creation of an LLC by one founder.

Varieties of forms for drawing up a decision

The opening of an LLC by one founder can follow two different scenarios. First, the founder is the executive body in this organization, that is, he does not have to hire a director. Second: the founder is only the owner of the business, but the functions of managing the organization will pass into the hands of a hired director, who must be employed by the LLC under an employment contract. In this situation, the director cannot be a member of the LLC.

The legal entity fills out the decision of the founder to create an LLC, the corresponding form. To do this, you need to download the decision form.

Before starting to fill in all the points in the document, you can see a ready-made sample of the decision to create an LLC with a single founder. It is relevant for an LLC established in 2017. Such an example will allow you to understand the essence of the document and prepare for the registration process of the organization.

How to draw up a decision on the creation of an LLC

To fill out the document, the following information is required:

Founder's passport details.
The address of his registration.
of the established LLC. This may be the address of residence of the founder, if the option of renting another premises for the office of the organization is not provided.
The name of the organization that will be registered as a LLC with one founder. The name can have either a full form or an abbreviated form, if there is such an option, then it must be indicated in the decision.
The amount that is accepted is set by the founder, but not less than 10,000 rubles. The authorized capital must be credited to the founder's bank account. Contributions can be one-time or partial. This information is reflected in the decision.

When creating a company by one founder, there is no need to divide the capital into: the founder owns 100% of the capital, which we prescribe in the decision. If at the beginning the amount of capital corresponds to the limit determined by the law of the Russian Federation, it must be contributed in money. When the limit is increased, the rest is contributed by property, securities or other funds that must be indicated in the decision. If the entire amount is not paid in a lump sum, then you need to register the payment terms. A limited liability company is given 4 months from the date of registration for this.

When a company is created by one founder, there is no need to divide the capital into shares: the founder owns 100% of the capital.

"Information about the executive power" - this item differs in filling out the decision, depending on who will take the position of director in the organization: the LLC participant himself or an employee. Positions must be given an official title. As an example, “CEO”, “President”, “Manager” can be used. The name must also be recorded in the decision. If he is elected to the position of the head, then the data of this individual is entered into the decision. Do not forget that he cannot be the founder of the company if the LLC was created with a single participant.

The last item is the acceptance information. This document is being developed in parallel with the writing of the decision, because without these documents it makes no sense to apply to the tax office for registration.

The document must be signed by the founder and printed in 2 copies. At this stage, the process of opening an LLC is launched.

Let's summarize

If a new organization is created by one individual or legal entity, then the starting document on the way to registration is the decision of the sole founder of the LLC, and not the protocol. Therefore, there is no need to draw up an agreement, which is an integral part when creating a company by several founders.

Despite the fact that the decision of the founder is not a regulatory document of the future organization, it cannot be excluded from the general package of documents for the Federal Tax Service. Any mistake made in drawing up the decision may lead to the refusal to register the company. Therefore, it is worth using ready-made forms so as not to create unnecessary problems for yourself.

Today I want to write an article about one of the documents related to the registration of an LLC and this document is called - “ Decision of the sole founder”.

At the very beginning, I want to immediately clarify the situation: the decision of the sole founder is a document that is prepared when the founder is alone in the organization. IMPORTANT! The decision of the sole founder is not certified by a notary !!!

That is, when preparing documents for registration of an LLC, the founder, who is the sole owner of the future organization, prepares the “Decision of the Sole Founder”, and if there are several founders, then it is necessary to prepare “”.

To do this, you will need to coordinate this issue with the tax office in advance, since the name you have chosen may already be used by another company.

According to the legislation, on the territory of one municipality there can be no two organizations with the same name.

In order to find out whether the name you have chosen is used or not, it is enough to call the tax office of the city in which the LLC is registered.

Determination of the legal address of the LLC

This issue also needs to be thought about in advance. You will have to decide where you will make the legal address of your LLC, or it will be the address for the future landlord, or the place of registration of the director himself.

Approval of the Charter of LLC

Authorized capital of LLC

Now we are approving the size of the authorized capital and the method of its contribution.

Let me remind you that now 4 months are allotted for the introduction of the authorized capital. The authorized capital of 10,000 rubles is considered standard.

You can also contribute the authorized capital with property, only for this you need to involve an independent appraiser.

Appointment of the director

Of course, the decision of the sole founder must include a clause on the appointment of a director, let me remind you that an organization cannot work without a director.

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