Constituent documents of tourism enterprises. Development of constituent documents. Registration of a travel company. Charter of the company Charter on authorization of the travel agency sample

Procedure for creation and liquidation travel agency

In accordance with the provisions of the Federal Law “On the fundamentals of tourism activities in Russian Federation", a tour operator company must be registered as a legal entity, and a travel agent company can be registered as a legal entity or as an individual entrepreneur.

Let's consider Features of the formation of tour operator and travel agency firms. A tour operator company (tour operator) is commercial organization. In accordance with paragraph 2 of Art. 50 Civil Code Russian Federation tour operator can be created in the form business partnerships and societies, production cooperatives, state and municipal unitary enterprises. The most practical and optimal would be to create a tour operator in the form of a limited liability company (LLC) or in the form of a joint stock company (CJSC or OJSC). The activities of a tour operator (creation, reorganization and liquidation), as well as the requirements for constituent documents, are regulated by the Civil Code of the Russian Federation; the mechanism of action of a particular tour operator is prescribed in Federal laws (Federal Law of February 8, 1998 No. 14-FZ “On Limited Liability Companies” and Federal Law of December 26, 1995 No. 208-FZ “On joint stock companies»).

Regardless of the form of formation of the tour operator, he is obliged to develop constituent documents, which include the charter of the company and the constituent agreement. In accordance with paragraph 1 of Art. 52 of the Civil Code of the Russian Federation, a legal entity acts on the basis of a charter, or a constituent agreement and charter, or only a constituent agreement. If the founder of the tour operator is one person, then such a legal entity acts on the basis of the charter approved by this founder. The requirement for the constituent documents of a legal entity is to include the following information:

1) name of the legal entity;

2) its location;

3) the procedure for managing its activities;

4) other information required by law for legal entities of the corresponding type (clause 2 of article 52 of the Civil Code of the Russian Federation).

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 constituent agreement also specifies the conditions and procedure for the distribution of profits and losses between the founders, management of the activities of the tour operator and the withdrawal of the parties to the agreement from the founders.

Limited Liability Company. A company founded by one or more persons, the authorized capital of which is divided into shares, and the size of these shares is determined by the constituent documents, is recognized as a limited liability company; participants of such a company are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of the contributions they made (clause 1 of Article 87 of the Civil Code of the Russian Federation).

In accordance with paragraph 3 of Art. 7 of the Federal Law “On Limited Liability Companies” the number of participants in the company should not be more than fifty.

The constituent documents of an LLC are the memorandum of association and the charter, provided that there is more than one founder. If an LLC is founded by one person, then the constituent document is only the charter approved by this person.

In accordance with paragraph 1 of Art. 12 of the Federal Law “On Limited Liability Companies” in the constituent agreement, the founders of the company undertake to create a company and determine the procedure for joint activities to create it. The Articles of Association define the following:

1) composition of the founders (participants) of the company;

size 2 authorized capital company and the size of the share of each of the founders of the company;

3) the size and composition of deposits;

4) the procedure and timing for making these contributions to the authorized capital of the company upon its establishment;

5) liability of the founders (participants) of the company for violation of the obligation to make contributions;

6) conditions and procedure for distribution of profits between the founders (participants) of the company;

7) the composition of the company’s bodies and the procedure for the withdrawal of company participants from the company.

The charter of a limited liability company must contain the following points:

1) full and abbreviated brand name society;

2) information about the location of the company;

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

4) information on the size of the authorized capital of the company;

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

6) rights and obligations of company participants;

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

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

9) information on the procedure for storing the company’s documents and on the procedure for the company to provide information to the company’s participants and other persons;

10) other information that does not contradict the legislation of the Russian Federation (clause 2 of article 12 of the Federal Law “On Limited Liability Companies”).

Joint-stock company (OJSC and CJSC). A company whose authorized capital is divided into a certain number of shares is recognized joint stock company. Participants in a joint stock company (shareholders) are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the limits of the value of the shares they own (Clause 1, Article 96 of the Civil Code of the Russian Federation). In accordance with paragraph 1 of Art. 98 of the Civil Code of the Russian Federation, an agreement on the creation of a joint-stock company must be concluded in writing between the founders of a joint-stock company. This agreement determines the procedure for the founders to carry out joint activities to create a company, the size of its authorized capital, the categories of shares issued and the procedure for their placement and other conditions provided for by the Federal Law “On Joint-Stock Companies”.

In accordance with paragraph 1 of Art. 7 of the said federal law, a joint stock company can be open or closed, which, in turn, is reflected in its charter and company name.

A joint stock company, the participants of which can alienate shares belonging to them without the consent of other shareholders, is recognized open joint stock company(JSC). Such a joint stock company has the right to carry out an open subscription for the shares it issues and their free sale under the conditions established by law and other legal acts.

An open joint-stock company is obliged to annually publish for public information an annual report, balance sheet, and profit and loss statement. Number of shareholders open society not limited.

A joint stock company, the shares of which are distributed only among its founders or other predetermined circle of persons, is recognized closed joint stock company (CJSC). Such a company does not have the right to conduct an open subscription for the shares it issues or otherwise offer them for acquisition to an unlimited number of persons (clause 2 of article 97 of the Civil Code of the Russian Federation; clause 3 of article 7 of the Federal Law “On Joint-Stock Companies”).

Shareholders of a closed joint stock company have a pre-emptive right to purchase shares sold by other shareholders of this company. The number of shareholders of a closed company should not exceed fifty.

The constituent document of any joint stock company (CJSC or OJSC) is the company’s charter approved by the founders (clause 3 of article 98 of the Civil Code of the Russian Federation; clause 1 of article 11 of the Federal Law “On Joint Stock Companies”).

According to paragraph 3 of Art. 11 Federal Law “On Joint Stock Companies” The charter of a joint stock company must contain the following points :

1) full and abbreviated company names of the company; location of the company;

2) type of society (open or closed);

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

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

5) the size of the authorized capital of the company;

6) the structure and competence of the company’s management bodies and the procedure for their decision-making;

7) the procedure for preparing and holding a general meeting of shareholders, including a list of issues, decisions on which are taken by the company’s management bodies by a qualified majority of votes or unanimously;

8) information about branches and representative offices of the company;

9) other provisions provided for herein Federal law and other federal laws.

Company registration. In accordance with Art. 13 Federal Law “On Limited Liability Companies” and Art. 13 Federal Law “On Joint-Stock Companies”, a tour operator, regardless of what type of legal entity he chooses, must be registered with the body carrying out state registration legal entities, in the manner established by the Federal Law of August 8, 2001 No. 129-FZ “On state registration of legal entities and individual entrepreneurs».

State registration is carried out by the federal executive body authorized to carry out this activity in the manner established by the Constitution of the Russian Federation and the Federal Constitutional Law of December 17, 1997 No. 2-FKZ “On the Government of the Russian Federation”.

In accordance with paragraph 1 of Art. 13 Federal Law “On State Registration of Legal Entities and Individual Entrepreneurs”, state registration of legal entities is carried out by registration authorities at the location of the permanent executive body, in the absence of a permanent executive body - at the location of another body or person authorized to act on behalf of the legal entity without a power of attorney.

According to Art. 12 of the Federal Law “On State Registration of Legal Entities and Individual Entrepreneurs”, in order to register a tour operator company, the following documents must be submitted to the registration authority: 1) an application for state registration. The application form is approved by the Government of the Russian Federation. It must be signed by the applicant, with the signature certified by a notary, passport data (other identification document) and an identification number taxpayer. The application must confirm the following:

a) the submitted constituent documents comply with the requirements established by the legislation of the Russian Federation for the constituent documents of a legal entity of a given organizational and legal form;

b) the information contained in the constituent documents and other documents submitted for state registration, as well as in the application for state registration, is reliable;

c) the creation of a legal entity was carried out in compliance with the procedure for their establishment established for legal entities of this organizational and legal form, including payment of the authorized capital (authorized capital, share capital, share contributions) at the time of state registration;

d) issues of creating a legal entity in cases established by law are agreed upon with the relevant government agencies and (or) authorities local government;

2) a decision on the creation of a legal entity in the form of a protocol, agreement or other document in accordance with the legislation of the Russian Federation;

3) constituent documents of a legal entity (originals or notarized copies);

4) an extract from the register of foreign legal entities of the relevant country of origin or other evidence of equal legal force legal status foreign legal entity - founder;

5) a document confirming payment of the state duty (according to Article 3 of the Federal Law “On State Registration of Legal Entities and Individual Entrepreneurs”, a state duty is paid for state registration in accordance with the legislation on taxes and fees).

The procedure for submitting documents to the registration authority must comply with those established by law (Article 9 of the Federal Law “On State Registration of Legal Entities and Individual Entrepreneurs”). All documents required for registration are provided directly to the registration authority or sent by mail with a declared value and an inventory of the contents. The day the registration authority receives the documents is the date they are provided. The registration authority issues a receipt confirming receipt of documents within the period established by law, indicating a list of documents and the date of their receipt. Within 5 working days, he makes a decision on registering a company (Clause 1, Article 8 of the Federal Law “On State Registration of Legal Entities and Individual Entrepreneurs”). The decision made by the registration authority on state registration is the basis for making an entry on the registration of a legal entity in Single register legal entities (Clause 1, Article 11 of the Federal Law “On State Registration of Legal Entities and Individual Entrepreneurs”). In accordance with paragraph 2 of Art. 11 of the Federal Law “On State Registration of Legal Entities and Individual Entrepreneurs”, the entry by the registering authority of an entry about a legal entity into the appropriate register constitutes registration of a legal entity.

Basic steps when creating a legal entity:

1) holding a general meeting of founders. The founders must decide to create a legal entity, determine the organizational and legal form, name, elect General Director(directors);

2) signing the constituent agreement and writing the Charter of the company (based on the Federal Law “On Limited Liability Companies” or the Federal Law “On Joint-Stock Companies”);

3) opening a savings account. The founders or a person with a power of attorney come to the bank, bring the protocol on the creation of a legal entity, the charter, the constituent agreement, passports and copies of passports, fill out an application for opening an account and deposit 10,000 rubles, after which they receive a notification about opening an account;

4) payment of state duty (2000 rubles);

5) writing an application for in the prescribed form;

6) notarization of the applicant’s signature;

7) submitting an application to tax authority at the location of the executive body of the future legal entity.

The following documents are attached to the application:

1) the decision to create in the form of a protocol;

2) constituent documents (Charter, Memorandum of Association);

3) document confirming payment of state duty.

5 days after submitting the application, a certificate of state registration of the legal entity is received (issued personally to the applicant).

Formation of a travel agent company. The procedure for forming a travel agent company (travel agent), which is a legal entity, is identical to the procedure for forming a tour operator and is carried out in accordance with the Civil Code of the Russian Federation and the Federal Law “On State Registration of Legal Entities and Individual Entrepreneurs”.

The procedure for forming a travel agent registering as an individual entrepreneur is carried out in accordance with the same laws.

To register an individual entrepreneur, an individual must provide the registration authority with the following documents provided for in paragraph 1 of Art. 22.1 Federal Law “On State Registration of Legal Entities and Individual Entrepreneurs”, which include:

1) application for state registration signed by the applicant. The application form is approved by the Government of the Russian Federation;

2) a copy of the applicant’s main document (if the individual registered as an individual entrepreneur is a citizen of the Russian Federation). If an individual registered as an individual entrepreneur is not a citizen of the Russian Federation, or his identity documents do not comply with the established rules of law, then copies of documents are provided in accordance with paragraphs. c, d, e, f, g, paragraph 1, art. 22.1 Federal Law “On state registration of legal entities and individual entrepreneurs”;

3) a copy of a document established by federal law or recognized in accordance with international treaty RF as an identification document of a foreign citizen registered as an individual entrepreneur (if the individual registered as an individual entrepreneur is foreign citizen);

4) if an individual registered as an individual entrepreneur is a minor, then it is necessary to provide notarized consent of the parents, adoptive parents or trustee to carry out entrepreneurial activity an individual registered as an individual entrepreneur, or a copy of the marriage certificate of an individual registered as an individual entrepreneur, or a copy of the decision of the guardianship and trusteeship authority or a copy of the court decision declaring an individual registered as an individual entrepreneur fully capable;

5) document confirming payment of state duty.

The procedure and deadline for an individual to submit documents to the registration authority is similar to the procedure and deadline for registering a legal entity.

Based on the decision made by the registration authority and its entry into the Unified State Register For individual entrepreneurs, the company is considered registered and, therefore, has the right to engage in travel agency activities.

The constituent documents of the enterprise include:

- charter of the enterprise (when establishing an enterprise of any form of ownership)
- the constituent agreement (if the founders include two or more persons) or the founder’s decision to create an enterprise (if one person acts as the founders)
- application of the founder or a person authorized by the founders for state registration.

Preparation constituent documents- the first step in creating a tourism enterprise. The list and content of constituent documents depends on the chosen organizational and legal form of the future enterprise.

The charter is a set of rules establishing the order and organization of the enterprise's activities. This important document, and its preparation should be treated with the utmost care. When developing a charter, it is necessary to proceed from the requirements of legislative acts in force on the territory of Russia, which determine property rights, as well as the rights and obligations of an enterprise in the process of carrying out economic activities.

The charter of a private enterprise must contain the following information:

- name of the enterprise indicating its organizational and legal form, surname of the owner of the property and name;
- information about the founder
- address of the enterprise
- subject, goals and activities
- the procedure for the formation of property, including ownership rights to the property of the enterprise
- the procedure for distributing profits and covering losses
- enterprise management and competence of management bodies
- conditions for reorganization and liquidation of the enterprise.

The charter also needs to discuss the responsibility of the founder for the obligations of the enterprise. On title page of the charter, the date of its establishment and the signature of the founder are indicated in the upper right corner. If the charter was established by a decision of the meeting of founders, the date of the meeting and the minutes number are indicated. Before submitting for state registration, the charter must be updated.

The foundation agreement is a document regulating the conditions and procedure for joint activities of the founders and containing the following information:

- on the size and composition of the authorized capital;
- the procedure for profit distribution;
- the amount and procedure for changing the shares, shares or shares of each of the participants in the authorized capital;
- the size, composition, timing and procedure for making contributions by participants;
- on the responsibility of participants for violation of obligations to make deposits, etc.

The foundation agreement is concluded if there are several founders.

When preparing the constituent documents of the organization being created, the question of choosing a name arises.

The name of the company can be anything, and it depends only on the imagination and taste of the founders. However, in order to further the success of the enterprise, a number of principles must be taken into account when choosing a company name.

1. Constancy of the name. One gets used to the name, it is simply retained in memory. This makes business contacts easier. When choosing a name, you need to think about its permanence.
2. Association with the manufactured product, with its characteristic pleasant features. A well-chosen name contributes to the creation of an original and beautiful logo of the organization, trademark etc. However, when choosing a name, the boundaries of the company’s activities are outlined rather conditionally; excessive rigidity should be avoided, since in the future the nature of the activity may change.
3. Brevity, euphony, aesthetics. The name must be such that by replacing, adding or removing letters it cannot be transformed into a cacophony of the name. The best perceived names consisted of one or two words reflecting the type of activity of the enterprise.
4. Uniqueness of the name. If an unfavorable impression arises about one of the companies with the same name, this impression can be transferred to another company of the same name.

One of the points that must be reflected in the constituent documents is the address of the location of the legal entity being created. Thus, the founders must determine in advance where the organization being created will be located.

Resolving issues related to determining the location, postal address and place of storage of documents of the created legal entity - preparatory stage, preceding state registration. When choosing a location address, you should take into account the list of addresses at which the registration of legal entities has been suspended, based on the appeal of owners, tenants and balance holders, because The reason for refusal to register an organization may be that the address belongs to this list.

The location of a legal entity is determined by the place of its state registration, unless otherwise established in the constituent documents of the legal entity in accordance with the law (Clause 2 of Article 54 of the Civil Code of the Russian Federation).

The constituent documents (charter) of a legal entity must indicate the specific address of the location (indicating the zip code, street, house and premises) at which the governing body of the legal entity is located (the charter indicates which specific governing body is located at the location of the legal entity persons), and the grounds for the location of this management body (premises purchase and sale agreement, certificate of ownership, etc. property law, lease agreement, etc.).

That is why the resolution of issues related to determining the location address and the preparation of documents confirming it precede the state registration of a legal entity.

If the location is determined by the permanent location of its governing bodies, then in addition to indicating a specific address, it must be indicated which permanent governing body is permanently located at this address and the basis for placing this body at this address (premises purchase and sale agreement registered in the prescribed manner , certificate of ownership, other property rights, lease agreement, etc.).

Postal address - the address (zip code, city, street, house, premises) at which communication with a legal entity is carried out. Information about the postal address may be contained in the constituent documents.

The residential premises in which the founder (participant or shareholder) or the director (single executive body) of the legal entity resides can be used as a postal address.

When state registration of an enterprise, state registration of changes in constituent documents, written notifications about the postal address must be submitted to the registering authority. Notifications are submitted regardless of the presence of a postal address in the constituent documents. If the mailing address is a residential property, the written notice must indicate the owner or responsible tenant. The notice must be signed by all adult residents of the apartment. An extract from the house register is attached to the notification. Lack of mailing address notifications upon registration created by establishment and reorganization is grounds for refusal of state registration.

Information on the procedure for storing documents and the procedure for the company to provide information to company participants and other persons must be contained in the charter. The charter specifies the specific address for storing documents. The absence of such an indication in the charter entails refusal of state registration. Changing the storage location of documents entails the need to amend the charter.

After determining the office address, it is necessary to prepare documents for the premises. Such documents may be a preliminary lease agreement, written confirmation from the owner to rent out the premises or sell the premises.

The constituent documents of an enterprise include: - the charter of the enterprise (when establishing an enterprise of any form of ownership) - the constituent agreement (if the founders include two or more persons) or the founder’s decision to create the enterprise (if one person acts as founders) - an application from the founder or a person authorized by the founders for state registration. Preparation of constituent documents is the first step in creating a tourism enterprise. The list and content of constituent documents depends on the chosen organizational and legal form of the future enterprise. The charter is a set of rules establishing the order and organization of the activities of an enterprise. This is an important document and should be prepared with the utmost care.

Charter of a limited liability company - travel company

Hotline 8 800 333-14-84 watch video The charter of a travel company is the main constituent document of the company, which confirms its creation. On this page you can download a sample charter of a travel company.

Download the package of documents Update date: 2018-01-10 Helpful information Descriptions Document designer LLC Documents for LLC Other documents LLC Charter of a travel company FreshDoc service is not only a library of templates, our service allows you to automate work with documents. Each template is customizable individually, thanks to the website builder.

Thus, you receive not just a sample document, but a ready-to-use charter of a travel company. All documents are drawn up within the framework current legislation RF.
This significantly reduces the time for their preparation and reduces legal risks.

Charter of a travel company

Russian Federation (if any); 4. document confirming payment of state duty. The procedure and deadline for an individual to submit documents to the registration authority is similar to the procedure and deadline for registering a legal entity.
Based on the decision made by the registration authority and its entry into the unified state register of individual entrepreneurs, the company is read as registered and, therefore, has the right to engage in travel agency activities. ■ Certificate of registration with the tax authority; ■ Certificates of registration with extra-budgetary funds. Particular statutory documents for tour reiting are financial support for the right to carry out tour operator activities, as well as quality certificates and certificates of conformity state standards services offered by travel agencies.

Charter of a limited liability company - travel company

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That is, when one of the parties (most often it is a tour operator) transfers a large amount (in money or in in kind) another towards future payments. For example, a tour operator finances hotel renovations to pay for future services to its tourists.

The meaning of reconciliation acts is mutual control by the parties of their own expenses. Reconciliations are carried out regularly, and disagreement of one of the parties with the contents of the reconciliation reports is grounds for transferring the case to the arbitration court.

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Constancy of the name. One gets used to the name, it is simply retained in memory. This makes business contacts easier. When choosing a name, you need to think about its permanence.

2. Association with the manufactured product, with its characteristic pleasant features. A well-chosen name contributes to the creation of an original and beautiful emblem of the organization, trademark, etc. However, when choosing a name, the boundaries of the company’s activities are outlined rather conditionally; excessive rigidity should be avoided, since in the future the nature of the activity may change. 3. Brevity, euphony, aesthetics.

Charter of a limited liability company - travel company

On the title page of the charter in the upper right corner is the date of its establishment and the signature of the founder. If the charter was established by a decision of the meeting of founders, the date of the meeting and the minutes number are indicated.

Before submitting for state registration, the charter must be updated. The foundation agreement is a document regulating the conditions and procedure for joint activities of the founders and containing the following information: - on the size and composition of the authorized capital; — the procedure for distribution of profits; — the amount and procedure for changing the shares, shares or shares of each of the participants in the authorized capital; — the amount, composition, timing and procedure for making contributions by participants; — on the responsibility of participants for violation of obligations to make contributions, etc. The foundation agreement is concluded if there are several founders. When preparing the constituent documents of the organization being created, the question of choosing a name arises.

Documents in tourism activities, their classification.

Certificate of state registration of a company - tour operator, travel agent. State registration is the main condition for carrying out business activities.

According to Article 12 of the Federal Law “On State Registration of Legal Entities and Individual Entrepreneurs”, in order to register a tour operator company, the following documents must be submitted to the registration authority: 1) an application for state registration. The application form is approved by the Government of the Russian Federation. 2) a decision on the creation of a legal entity in the form of a protocol, agreement or other document in accordance with the legislation of the Russian Federation; 3) constituent documents of a legal entity (originals of the Charter, Memorandum of Association or notarized copies); 4) a document confirming payment of the state duty (2000 rubles).

Charter of a travel agency sample

Information about the postal address may be contained in the constituent documents. The residential premises in which the founder (participant or shareholder) or the director (single executive body) of the legal entity resides can be used as a postal address.

Charter of a travel agency example

Accounting documents mainly regulate the following areas of work of a travel agency: ■ cash and non-cash payments; ■ compliance with cash discipline; ■ payment of established taxes and fees; ■ payroll for employees; ■ monetary or property relations between the founders of the company; ■ inventory and accounting of company funds; ■ accumulation of reserve funds; ■ accounting and control of the company's receivables and payables. The listed relations are regulated by a large number of accounting documentation, which, in turn, can also be classified into several groups: ■ bank documents (payment orders, bills, invoices, etc.); ■ cash documents (orders, cash book, etc.); ■ accounting documents material assets or documents strict reporting; § documents on wages(statements).

2.1. Development of constituent documents.

Registration of a travel company. Charter of the company Let's consider the features of the formation of tour operator and travel agency companies.

A tour operator company (tour operator) is a commercial organization.

LLC Charter in 2020

In addition to the mandatory points, there are some that may later turn out to be fundamental.

And although changes to the LLC charter in 2020 allow the use of standard ones for registration, you should not neglect the opportunity to personalize this document.

So, in order not to rewrite the constituent documents of an LLC, we recommend that you immediately pay attention to the following: Sample charter of an LLC We recommend downloading a sample charter of an LLC to understand the structure and specifics of this voluminous document.

Sample charter travel agency 2.1.

Development of constituent documents.

Registration of a travel company. Charter of the company Let's consider the features of the formation of tour operator and travel agency companies. A tour operator company (tour operator) is a commercial organization.

In accordance with paragraph 2 of Art. 50 of the Civil Code of the Russian Federation, a tour operator can be created in the form of business partnerships and societies, production cooperatives, state and municipal unitary enterprises.

Charter of a travel agency sample - business support

— Fliboal templates and the consulate of the company are not legal entities and act on the basis of regulations approved by the company.

The general meeting of the company's participants can be one more or another. The sale or alienation in any other way of a fraction or part of a fraction of the company's exhausted capital to third parties is permitted with the consent of other participants in the company.

Charter of a limited liability company - travel company (CJSC - Yurinform V, 2009)

Charter of a limited liability company - travel company (JSC "Yurinform V", 2009) The form was prepared using legal acts as of November 30, 2009. by decision of the General Meeting of Founders Minutes No. ___ dated “___”_________ __

limited liability company - (governing bodies: General Meeting, 1.1.

Limited liability company "Tourist company "______" operates on the basis of the Civil Code of the Russian Federation, the Federal Law "On Limited Liability Companies", the Federal Law "On the Fundamentals of Tourism Activities in the Russian Federation" and other legislation of the Russian Federation.

2.1. Development of constituent documents. Registration of a travel company. Charter of the company 2.1. Development of constituent documents.

Registration of a travel company.

Charter of the company Let's consider the features of the formation of tour operator and travel agency companies. A tour operator company (tour operator) is a commercial organization.

Charter of a limited liability company - travel company (JSC "Yurinform V", 2009) The form was prepared using legal acts as of November 30, 2009.

by decision of the General Meeting of Founders Minutes No. ___ dated "___"_________ __ of the limited liability company - (governing bodies: General Meeting, 1.1. Limited Liability Company "Travel Company "______" operates on the basis of the Civil Code of the Russian Federation, Federal Law " On Limited Liability Companies", Federal Law "On the Fundamentals of Tourism Activities in the Russian Federation" and other legislation of the Russian Federation.

ipc-zvezda.ru on registration of a legal entity with the tax authority at its location on the territory of the Russian Federation.

The address of the travel agency indicated in the constituent documents must match the actual address.

Within ten days after receiving registration documents the newly created LLC must be registered with the social insurance fund.

Providing false information or failure to comply with registration deadlines will result in a fine.

Charter of a Travel Agency Sample

The agreement does not provide for prolongation after its expiration. The agreement is not accepted by fax or e-mail and is considered concluded only after the original agreement is registered in the TEZ TOUR company database.

Without availability current agreement Reservations are not accepted.

WHAT SHOULD BE REFLECTED IN THE CHARTER

When preparing changes to the charter of a travel agency, it is necessary to refer to paragraph 2 of Article 12 of the Federal Law of February 8, 1998 No. 14-FZ “On Limited Liability Companies” (hereinafter referred to as the LLC Law). Thus, the charter of the company must contain:
- full and abbreviated company name of the company;
- information about its location;
- 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 majority of votes;
- information on the size of the authorized capital;
- rights and obligations of participants;
- information about the procedure and consequences of the withdrawal of a company participant, if the right to do so is provided for by the charter;
- information on the procedure for transferring a share or part of a 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 the company providing information to its participants and other persons.

The company's charter may contain other provisions that do not contradict the law.

Let us note that previously the charter also had to indicate information about the size and nominal value of the share of each participant in the company. In practice, this requirement was fulfilled as follows: the charter indicated the passport details of the company's participants and information about the shares they owned. And if this information changed (for example, in the case of a passport replacement, change of place of residence, full or partial sale of a share), the travel agency had to make changes to the charter. Now information about participants and their shares may not be included in the company’s charter. Thus, the legislator saved companies from the need to re-register the charter due to changes in information about participants. In this case, information about the participants is stored in the Unified State Register of Legal Entities.

The memorandum of association is no longer the founding document of the LLC
In the charters of limited liability companies, it is necessary to exclude information about the constituent agreement as the constituent document of the company. However, let us pay attention: the constituent agreement as a constituent document loses its force only in relation to already existing companies. In case if we're talking about on the creation of a new company, its participants must enter into an agreement on the establishment of the company (Article 11 of the LLC Law). Such an agreement determines the procedure for carrying out joint activities of participants in establishing a company, the size of the authorized capital of the company, the size and nominal value of the share of each of the founders, as well as the size, procedure and terms of payment for such shares in the authorized capital. In fact, the agreement on the establishment of a company contains the same information as the constituent agreement, but due to the direct indication of the law on LLC (Article 11), it is not the constituent document of the company. Let us consider in more detail some of the information that needs to be reflected in the charter.

The procedure for the withdrawal of participants from the society

Clause 1 of Article 26 of the Law on LLCs new edition now contains general rule that a participant in a company has the right to leave it by alienating a share to the company, regardless of the consent of its other participants or the company, if this is provided for by the charter.

At the same time, paragraph 10 of Article 5 of Law No. 312-FZ allows the LLC to amend the charter before January 1, 2010, providing that a participant has the right to leave the company only by decision of the general meeting adopted by ¾ votes.

Please note: it is not allowed for all its participants to leave the society or to leave the only participant(clause 2 of article 26 of the LLC law). Thus, the legislator excluded a situation in which all participants in a society could leave its membership, essentially abandoning their society to the “care” of the tax inspectorate.

Procedure for alienation of shares

Currently, the main types of transactions for the alienation of a share (part of a share), such as purchase and sale, exchange, donation, are subject to mandatory notarization. Transactions that do not require notarization are now expressly provided for by the LLC law. Failure to comply with the requirement for notarization entails the invalidity of the transaction. In this regard, the legislator redefines the moment of transfer of rights to a share in the authorized capital of an LLC (Article 21 of the LLC Law). Thus, the rights to a share (part of a share) are transferred to the acquirer from the moment of notarization of the acquisition transaction, and not from the moment the company is notified of the transaction, as was the case before.

It is also necessary to point out that now the notary acts as key figure in relations related to the alienation of shares (part of a share) belonging to the participants of the company. It not only certifies transactions, but also preliminarily verifies the powers of the parties, primarily the party carrying out such alienation. In addition, after certifying the transaction, the notary sends to the tax office, which carries out state registration of legal entities, an application for making appropriate changes to the state register, signed by the member of the company alienating the share.

In accordance with the new requirements, the agreement to pledge a share (part of a share) is also subject to mandatory notarization. Access of participants to company documents

The company must provide its participants with access to available judicial acts on a dispute related to the creation of the company, its management or participation in it, including access to rulings on the initiation of proceedings by an arbitration court and the acceptance of a statement of claim.

It has been established that within three days from the date of presentation of the corresponding demand by a company participant, the specified documents must be presented by the company for review at the premises of the executive body of the company. In addition, at the request of a participant, the company is obliged to provide copies of these documents.

The fee charged by the company for the submission of such copies cannot exceed the cost of their production.

HOW TO BRING THE CHARTER IN ACCORDANCE WITH NEW REQUIREMENTS

The charter of a travel agency created in the form of a limited liability company can be brought into compliance with the new requirements in two ways: either adopt a new charter, or approve changes and additions to the already current charter. At the same time, both the new charter and amendments to it are subject to state registration in the manner prescribed by Federal Law No. 129-FZ of August 8, 2001 “On state registration of legal entities and individual entrepreneurs.”

Let's consider the sequence of actions if a travel agency decides to make changes to the charter.

1. Changes to the charter are being developed.

After this, the travel agency must submit an application to the tax office in the prescribed form. It confirms that the changes made to the charter comply with legal requirements, that the information reflected is reliable, and that the established procedure for making a decision on amending the constituent documents of a legal entity has been followed.

Please note: according to tax authorities, form No. P13001 “Application for state registration of changes made to the constituent documents of a legal entity,” approved by Decree of the Government of the Russian Federation of June 19, 2002 No. 439, does not comply with the requirements of Law No. 312-FZ. Therefore, until new forms are approved, officials recommend using the application form posted on the website of the Federal Tax Service of Russia (www.nalog.ru). This recommendation set out, in particular, in the letter of the Federal Tax Service of Russia dated July 8, 2009 No. MN-22-6/548@.

2. Changes made to the charter must be approved by the general meeting of the company's participants or by a decision of the sole participant.

In this case, we are talking about the minutes of the general meeting of the company’s participants, which reflects the participants’ approval of changes to the company’s charter. If the company consists of one participant, then instead of the protocol it is necessary to have a corresponding decision of the sole participant of the company.

3. A package of documents necessary for state registration of changes made to the charter of the LLC is prepared. As we noted earlier, changes can take the form of either a new edition of the LLC charter, or the form of amendments and additions to the existing charter.

4. Documents are submitted to the tax authority at the location of the travel agency.

IN major cities(Moscow, St. Petersburg) such documents are submitted to specialized tax inspectorates carrying out state registration of legal entities and individual entrepreneurs.

To register changes, the travel agency must pay a state fee of 400 rubles. (Subclause 3, Clause 1, Article 333.33 Tax Code RF). The article was published in the journal "Accounting" tourism activities" No. 11, November 2009