What is stated in the memorandum of association. Memorandum of association ltd. Amendment and termination of the memorandum of association

• That is founding document OOO;
• What is the Charter;
• What information should the Articles of Association contain;
• Is it possible to amend the Charter;
• What is a memorandum of association.

Since July 1, 2009, the list of constituent documents has been reduced to one item. From this date, the only founding document of the Limited Liability Company is the Charter of the LLC. Memorandum of association is no longer considered a founding document, but is binding document to register an LLC.

LLC Charter

As mentioned above, the Charter is the only founding document of the LLC and all future activities of the Company are carried out on the basis of the Charter.

According to Federal Law No. 14-FZ "On companies with limited liability» (article 12, paragraph 2) The charter must contain:

• full and abbreviated name of LLC;
• information about the location of the LLC;
• information on the competence of the governing bodies of the LLC, including on issues constituting the exclusive competence of the general meeting of participants in the LLC, on the procedure for making decisions by the company's bodies, including on issues decisions on which are taken unanimously or by a qualified majority of votes;
• size details authorized capital OOO;
• rights and obligations of LLC participants;
• information on the procedure and consequences of the participant's withdrawal from the company;
• information on the procedure for the transfer of a share (part of a share) to authorized capital LLC to another person;
• information on the procedure for storing LLC documents and on the procedure for the company to provide information to LLC participants and other persons;
• other information provided for by the Federal Law "On Limited Liability Companies"

At the same time, the Charter of an LLC may contain other provisions that do not contradict the current legislation.

Any interested person, including participants or an auditor, can familiarize themselves with the current version of the Charter. A fee may be charged for making a copy of the Charter, but it should not exceed the actual cost of making it.

Changes to the Articles of Association of LLC

Changes may be made to the Charter of a Limited Liability Company, for example, when the size of the authorized capital of an LLC is increased or the legal address is changed. Such changes are made only by decision of the General Meeting of Participants or the sole participant.

All changes are subject to state registration. The procedure for state registration of changes to the Charter of an LLC is reflected in the Law on State Registration of Legal Entities (,). Changes come into force from the moment of their state registration.

Memorandum of association

When registering an LLC, the Memorandum of Association, as before, is submitted along with other documents, although it is not a constituent document. The memorandum of association is internal document of the Company and contains information on the amount of the authorized capital of the LLC and methods of its formation, the nominal value of the share of each member of the Company and other provisions.

Constituent documents are a list of rights, obligations, conditions for the functioning of the enterprise, its labor collective, which establishes the status of the enterprise. Depending on what kind of organizational legal form property, there are two types of such documents - the memorandum of association, as well as the charter. The difference is that the constituent agreement is concluded, and the charter is approved by its founders (participants). The main constituent document for state, as well as for state and unitary enterprises is the charter of the enterprise, which is developed and approved by its founders (participants), and the constituent document of a state-owned enterprise is its charter, approved by the Government Russian Federation.

The charter must contain information on the organizational and legal form, name, location of the enterprise, the amount of its authorized capital (fund), composition, procedure for distributing profits and forming funds, and in the event of reorganization and liquidation of the enterprise - on the procedure and conditions in which they occur. It is necessary to establish in the memorandum of association that the founders undertake to create a legal entity, determine the procedure for joint activities in this direction, the conditions for the transfer of property to a legal entity, participation in its activities, the procedure and conditions under which profits and losses are distributed between participants in the management of activities legal entity, as well as the withdrawal of founders (participants) from its composition. The memorandum of association must contain information about the name, location and legal status of the founders, state registration, the amount of the authorized capital of the enterprise, the participation shares (shares, number of shares) that belong to each founder, about the size, procedure and methods for making contributions and paying for shares. The content of constituent documents can be supplemented, depending on the organizational and legal form of the enterprise.

Business partnerships are formed and operate on the basis of a constituent agreement, which in a full partnership is signed by all its participants, and in a limited partnership the agreement is signed by all of its general partners. The founding documents of a limited liability company are the memorandum of association, which is signed by its founders, and the charter approved by them. In the case when a company is organized by one person, its charter approved by the founder becomes its constituent document. The constituent document of a joint-stock company is the charter, which is approved by the founders. The founders of a joint-stock company conclude an agreement in which it is necessary to determine the procedure for their joint activities to create a company, the amount of the authorized capital, the categories of shares to be issued, as well as the procedure for their distribution, and other conditions provided for by the JSC Law.

Until recently, Limited Liability Companies consisting of two or more participants had two constituent documents that were registered with the tax authorities: the Charter and the Memorandum of Association. From July 1, 2009 in accordance with the Federal Law of December 30. No. 312-FZ were introduced amendments to the LLC Law - the federal law dated February 8, 1998 No. 14-FZ "On Limited Liability Companies" (hereinafter - the "Law on LLC"). In particular, the concept of "constituent agreement" was abolished and instead of it, the founders must enter into writing agreement on the establishment of the Society (clause 5, article 11). Let's try to figure out how the founding agreement, concluded by the founders when creating a company after July 1, 2009, differs from the previous founding agreement. And also what should organizations that were created before the entry into force of the Federal Law of December 30, 2008 No. 312-FZ with their constituent agreements, which are no longer a constituent document?

Memorandum of association- an agreement concluded between the founders of a legal entity upon its creation. In the Memorandum of Association, the founders undertake to create a legal entity, determine the procedure for joint activities to create it, the conditions for transferring their property to it and participating in its activities. The agreement also defines the conditions and procedure for the distribution of profits and losses among the participants, management of the activities of a legal entity, withdrawal of founders (participants) from its composition.

Until July 1, 2009, the constituent agreements, according to their status, belonged to the constituent documents, as evidenced by Art. 89, 122 of the Civil Code of the Russian Federation. The memorandum of association had to comply with the following requirements:

"The constituent documents of a legal entity must determine the name of the legal entity, its location, the procedure for managing the activities of the legal entity, and also contain other information provided for by law for legal entities of the corresponding type. The constituent documents non-profit organizations and unitary enterprises, and in cases provided for by law and other commercial organizations, the subject and goals of the activity of the legal entity must be determined. The subject and specific goals of the activity commercial organization may be provided for by constituent documents and in cases where this is not mandatory by law.

The Memorandum of Association, when changing any data contained in it, was subject to mandatory registration with the tax authorities, as well as the second constituent document of Companies with several participants - the Charter of the Companies.

After July 1, 2009, the memorandums of association of previously registered Companies ceased to be valid, and the founders of Limited Liability Companies ceased to conclude memorandums of association when creating a legal entity. However, the memorandum of association was replaced during the creation by another document that determines the procedure for the founders to carry out joint activities to establish a company and some other issues - founding agreement. On the basis of the decisions taken by the founders, which are reflected, among other things, in the agreement on the establishment of the Company, and the documents prepared in accordance with them, the person authorized by the founders submits the documentation for the state registration of the company as a legal entity.

The main provisions on the agreement on the establishment of a limited liability company are contained in Article 11 of the LLC Law. The founders of the company enter into a written agreement on the establishment of the company, which should reflect the following key points:

• the procedure for the founders to carry out joint activities to establish a company,
• charter size company's capital,
• the size and nominal value of the share of each of the founders of the company,
• the amount, procedure and terms of payment for such shares in the authorized capital of the company.

The main difference between the founding agreement and the founding agreement valid until July 1, 2009 is its status. The agreement on the establishment of the Company is a civil law agreement of a multilateral nature, which is concluded by drawing up one document. Such an agreement must be general requirements presented by the Civil Code of the Russian Federation to contracts and transactions, as well as reflect the features provided for by the "Law on LLC" for this contract. However, it is not a constituent document and is not registered by the tax authorities.

The founding agreement is intended to regulate the activities of the founders in the creation of a limited liability company. After the registration of the company and its acquisition of the status of a legal entity, the joint activity for its creation is completed, and accordingly the contract is terminated in connection with its execution, the achievement of the set goal.

However, the agreement does not terminate after the creation of the Company, since the joint activity of the founders in the creation of the Company is only one of the elements of the complex subject of this agreement. The foundation agreement retains its legal significance as a document containing information about the creation of the company and the conditions under which it was established. These provisions do not lose their significance until the termination of the existence of the Company.

What is the significance of the agreement on the creation of a society after the completion of the process of its establishment? Considering the contract as a civil law transaction (bilateral or multilateral - depending on the number of founders who signed it), it is necessary to take into account its specifics related to the subject and purpose of the contract - the creation of a limited liability company, a new subject of law. Between the founders of the company, who signed the contract, obligations arising from a civil law transaction arise. Between the founders and the company - after its state registration - corporate relations are established, within the framework of which the participants have rights of obligation in relation to the company, but of a different nature, arising from the right to participate in it.

However, with the termination of the agreement signed by the founders, it does not lose its legal significance. The need for documentary confirmation of the data recorded in it sometimes arises even after the creation of a society. In particular, the founding agreement is one of the documents, along with an extract from the Unified State Register of Legal Entities, which indicates the size of the founders' contributions to the authorized capital of the Company. Information on the size and nominal value of the share of each member of the company is entered in the unified state register of legal entities in accordance with the federal law on state registration of legal entities. At the same time, information on the nominal value of the shares of the company's participants during its establishment is determined based on the provisions of the agreement on the establishment of the company.

In addition, when making transactions for the transfer of shares in the authorized capital of the Company, this procedure will be impossible if there is no agreement on the establishment of the Society. In accordance with paragraph 13 of Art. 21 of the LLC Law, in the event that a share or part of a share in the authorized capital of a company is alienated by the founder of a company founded by several persons, his authority is confirmed by a notarized copy of the agreement on the establishment of the company, as well as an extract from the unified state register legal entities, drawn up not earlier than within thirty days before the day of applying to a notary for notarization of the transaction.

The same procedure for submitting documents is also valid for Companies registered before July 1, 2009, which, at the time of establishment, did not conclude an agreement on establishment, but a memorandum of association. In this case, the right of the participant to dispose of the shares will be confirmed by the last memorandum of association registered with the tax authority.

Summing up the consideration of the differences between the foundation agreement and the foundation agreement concluded by the founders of limited liability companies after July 1, 2009, it can be noted that the new agreement largely reflects the same issues as the previous foundation agreement. However, at the same time, the foundation agreement has a completely different status, the procedure for concluding, terminating and operating. Despite the fact that the founding agreement is not a constituent document, and its registration with the tax authorities is not required, this does not relieve the founders from the need to conclude it when creating a Limited Liability Company and does not reduce its legal significance for the further functioning of the organization.

Ptichkina Ekaterina Mikhailovna,
company registration specialist.

The memorandum of association is a contract concluded between the founders of an enterprise, which must have the status of a legal entity. In this document, the participants distribute responsibilities in the course of joint work to create a company. The founders also establish the procedure for the transfer of property to the newly created enterprise and the degree of participation in the production activities of each of them.

In such an agreement without fail sections should be included that establish the procedure for dividing profits and possible losses, managing production activities newly created company and grounds for withdrawal from the founders. The constituent status of such a document is established by Article 52 Civil Code Russian Federation, and also confirm this type of article 70, 83, 89 and 122 of the Civil Code of Russia.

The memorandum of association must fully comply with the rules of paperwork

First of all, it is worth noting that the founding of a limited liability company is in no way related to the founding document. The founding contract must fully comply with the drafting rules that do not contradict the law. It should display the following information:

• Business name.
• The legal address of the company's location.
• The direction of industrial or economic activity is formulated.
• Amount statutory fund and the mechanism of its creation and filling.
• Algorithm for distributing dividends among the founders

Such a contract has the right to conclude among themselves at least two civil persons or persons having legal status, With individuals. In practice, there is a whole list of enterprises that set a limit on the number of founders. Everyone has the full right to withdraw from the composition of the creators, without the consent of the other participants in the agreement.

It is necessary to know and understand that the Law of Conduct entrepreneurial activity establishes two types of documents on the establishment of an enterprise - this is the company's charter and the decision of one or more founders to start the work of a business entity.

The procedure for drawing up a contract on the establishment of a company

Memorandum of Association: Sample

As noted above, an agreement must be drawn up when there is more than one person in the founders. This rule has a complete rationale. After all, when the founder is one person, then such a concept as the distribution of income loses its meaning. Also, it will not be necessary to establish the procedure for managing the company, and to distribute responsibilities in this regard.

When there are several founders, and they play the same role in the creation of the company, then they must agree among themselves, as well as fairly distribute equity participation in the life of the enterprise being created. Based on the experience of drafting contractual documents, in practice there is a developed scheme for creating foundation contracts. It has the following structure:

1. The preamble or introductory section, which shows the place, time and name of the parties to the agreement, with the obligatory indication of their status.
2. Chapter general concepts or provisions where the purpose of establishing the enterprise should be disclosed.
3. Also in this section, the form should be set commercial activities and specifies the subject matter of the agreement.
4. The legal category of participants in the founding of the enterprise. At the beginning, the features of the legal category of the founders are outlined, which are determined by the chosen form of joint activity. Then the size of the authorized capital and the way of creation, as well as the mechanism of maintenance are indicated. Further, the parties to the agreement determine the procedure and basis for the transfer own property for joint business activities.
5. The content of the document. This section is a kind of field for the distribution of duties and rights between the main participants. The main rights include the right to create a general governing body of the company, personal participation in the management, the right to dividends from profits received and the right to return the invested finances from the statutory fund in the event of liquidation of the company. The obligations of the participants in the founding agreement include, for example, part of the share in the creation of the founding fund, and the conditions for such actions must be indicated.
6. A section that reveals the mechanism for sharing dividends.
7. Part of the document, which determines the procedure for entering the status of founders or leaving the founders.
8. Chapters of the agreement, which clearly establishes a mechanism for resolving disputes.
9. The section that defines force - major situations.
10. Final part of the contract

It can be seen from the above diagram that the contract under consideration is similar to other types of contractual documents for conducting joint activities. It can also be said that the memorandum of association is a kind of regulator of legal and commercial relations between the main participants in the creation of an enterprise or an object of economic activity.

Registration procedure in state bodies

Memorandum of association: sample for LLC

The law establishes the rule that until a newly created company has passed the established foundation contract, it may be terminated or radically change its essence. For example, the reason for termination of the agreement may be the lack of opportunities for the founders to create legal status.

When the company has passed the registration procedure with the relevant state bodies, the participants in the type of agreement in question must begin to fulfill their obligations. Now it is possible to make changes to the document only after a written agreement with the tax authority. The memorandum of association has its validity throughout the life of the enterprise, regardless of the legal status.

In most cases, it takes effect after the liquidation of the company until the founders fully fulfill their debt obligations to creditors, as well as until the final and withdrawal Money from the authorized capital.

Algorithm for changing the agreement of the founders of the company

Normative acts establish the procedure for amending the existing memorandum of association. To do this, you need to perform the following procedure:

• At the meeting of the founders, it is necessary to raise the issue of the need to amend the existing constituent agreement. In order for other founders to vote positively, it is necessary to correctly and in full form state the reasons for such actions. After the voting procedure, the adopted decision is drawn up in a protocol, which must be signed by the chairman and the secretary of the meeting.
• It is necessary to draw up in the form No. P13001 to amend the existing contract. To sign this document required in the presence of a notary. He must certify the authenticity of new changes in new edition contract.
• You must pay the state fee. A similar action can be performed at any branch of the Savings Bank. The payment document as confirmation of the fact of payment must be attached to the submitted written request. The amount of the contribution can be obtained from the tax authority or directly from the employees themselves. financial institution where the payment is made.
• Collected documents must be collected in one folder and presented to tax office. Exactly at that structural subdivision of this body where the registration procedure was carried out earlier. Here it is worth remembering that the law provides for registration of changes to the constituent agreement of five working days.

It is worth remembering that all constituent documents will be needed to complete this procedure. Their list depends on the legal status of the legal entity. Submission of these documents and strict adherence to the points of the amendment algorithm will quickly achieve positive result, for example, when you want to change the company name. Although it is worth noting, this will not be easy and will require a lot of knowledge in the field of law.

The essence of such a constituent document as a charter, when and why it is drawn up, whether it can be changed and how to do it, you will learn from the video:

Memorandum of Association is a legal act by which the parties (founders) undertake to create a legal entity and determine the procedure for joint activities for its creation, operation, reorganization and liquidation.

Article 52 of the first part of the Civil Code of the Russian Federation determines that a legal entity acts on the basis of a charter, or a constituent agreement and a charter, or only a constituent agreement.

The constituent agreement of a legal entity is concluded by its founders (participants). The constituent documents of a legal entity must contain the name of the legal entity, its location, the procedure for managing the activities of the legal entity, as well as other information provided for by law for legal entities of the corresponding type. The constituent documents of non-profit organizations and unitary enterprises, and in the cases provided for by law also of other commercial organizations, must define the subject and goals of the activity of the legal entity. The subject and certain goals of the activities of a commercial organization may be provided for by the constituent documents and in cases where this is not mandatory by law.

In the memorandum of association, the founders determine the conditions for the transfer of their property to a legal entity and participation in its activities. The agreement also fixes the conditions and procedure for the distribution of profits and losses among the participants, management of the activities of a legal entity, withdrawal of founders (participants) from its composition.

Changes in the constituent documents become effective for third parties from the moment of their state registration, and in cases established by law, from the moment of notification of the state registration authority. However, legal entities and their founders (participants) are not entitled to refer to the absence of registration of such changes in relations with third parties acting subject to these changes.

The Law of the Russian Federation "On Limited Liability Companies" dated February 8, 1998 No. 14-FZ (hereinafter referred to as the Law on Limited Liability Companies) establishes that the founders of a company conclude a memorandum of association and approve the charter of the company. The memorandum of association and the articles of association of the company are the founding documents of the company.

If the company is established by one person, the constituent documents of the company are the charter established by this person. In the event of an increase in the number of companies to two or more, a memorandum of association must be concluded between them.

The founders of the society elect (appoint) executive bodies companies, as well as in the case of making non-monetary contributions to the authorized capital of the company, approve their monetary value.

In the founding agreement, the founders of the company undertake to create a company and determine the procedure for joint activities for its creation. The constituent agreement also determines the composition of the founders (participants) of the company, the amount and composition of contributions, the procedure and terms for their introduction into the authorized capital of the company upon its establishment, the liability of the founders (participants) of the company for violation of the obligation to make contributions, the conditions and procedure for distribution between the founders (participants ) the company profits, the composition of the company's bodies and the procedure for exit of the company's participants from the company.

Federal Law "On joint-stock companies» dated December 26, 1995 No. 208-FZ (hereinafter referred to as the Law on Joint Stock Companies) establishes that the founders of the company conclude a written agreement between themselves on the establishment of the company, the size of the authorized capital of the company, categories and types of shares that support placement among the founders, the size and the procedure for their payment, the rights and obligations of the founders to create a company. The agreement on the establishment of the company is not a constituent document of the company.

The memorandum of association is a consensual document in terms of the method of execution, since it enters into force after an agreement is reached between the parties; according to its purpose in management activities it is an organizational document.

The procedure for concluding, drawing up and formalizing, entry into force, termination and other legal aspects of the memorandum of association are regulated by the legislation of the Russian Federation.

The memorandum of association may consist of the following sections:

1. Introduction.

2. The purpose of the conclusion of the contract.

3. Name and legal form of the organization.

4. Subject of activity.

5. Location of the organization.

6. Obligations of participants (founders) to create a legal entity.

7. Procedure for the formation of property.

8. Conditions on the responsibility of specific participants (founders) for obligations to create a legal entity.

9. The procedure for the distribution of profits and repayment of losses.

10. The procedure for managing the affairs of a legal entity.

11. Rights and obligations of participants (founders).

12. Liability for breach of contract.

13. Conditions and procedure for the withdrawal of participants (founders) from the organization and the admission of new members.

14. Procedure for consideration of disputes.

15. The procedure for changing and terminating the contract, reorganization and liquidation of a legal entity.

The constituent agreement approves, if necessary, the charter, which supplements the agreement, and fixes the organizational and legal status of the organization.

The memorandum of association comes into force from the moment of its signing, unless another term is specified in the agreement itself.

If a legal entity acts as a founder, then the agreement on its behalf is signed by the head of the institution or a person endowed with powers confirmed by a power of attorney.

The organization is considered established and acquires the right of a legal entity from the date of state registration. In the relevant government bodies represent: the memorandum of association and articles of association or only the memorandum of association.

The memorandum of association is drawn up on standard sheets of A4 paper in the following form.