How to remove the powers of the general director if there are three founders in the LLC, one of which is me? Chapter i. general provisions
You are like the State Duma, a statement of withdrawal in accordance with Art. 26 FZ LLC, you can sign it yourself. From this moment - the receipt of the application by the company - you are considered to have withdrawn from the membership, and your share has passed to the Company. The application for withdrawal must be notarized.
If we're talking about empowerment CEO,
then it must always be borne in mind that it operates within the framework of the Federal Law “On Companies with
limited liability”, as well as taking into account the provisions of the labor
Russian legislation. He is a worker just like everyone else.
employees. Therefore, the CEO also has the right to resign on
own will. This is done in the following order:
·
2 months (!) Before termination of employment
activities, it is necessary to notify the general meeting of participants or
sole founder (Article 280 of the Labor Code of the Russian Federation). Because the general assembly
participants has the authority to elect and terminate the powers of the sole
executive body(Articles 31-32 of the Federal Law on LLC). Those. send an application of your own free will to all founders at their registration addresses or at all addresses known to you;
·
Notice of convocation of an extraordinary general
meeting of participants is sent to the addresses of residence of the participants of the Company. AT
the notice must indicate the date, time and place of the general meeting,
as well as issues on the agenda of the meeting (for example, the dismissal of the CEO
society and the appointment of a new one). In addition to the notice, the letter must include
voluntary resignation letter. Specified documents
sent by mail with a notification of receipt of mail and
a description of the attachment in the letter. In this case, letters can be considered as
proper notice to the employer of voluntary dismissal. AT
in accordance with Art. 35 of the Federal Law on LLC, the general director has the right to convene a general
meeting of participants in any cases when it is required by the interests of the company;
·
If the appeals sent to the participants are not
have taken action and they refuse to hold a general meeting, then in this
case, the general director must be guided by the provisions
the Constitution of the Russian Federation and the norms of the Labor Code of the Russian Federation. In particular, art. 37 of the Constitution of the Russian Federation and art. 2 TC
RF enshrined the principle of freedom of labor. Based on Art. 2 Labor Code of the Russian Federation forced labor
is prohibited, that is, the members of the company cannot deny the director the right to
quit voluntarily. The general meeting is necessary only for
to accept his application. Considering the right of the director to terminate the employment
contract at any time, the inaction of the participants is nothing more than
abuse of the right (clause 27 of the Decree of the Plenum of the Supreme Court of the Russian Federation dated March 17, 2004 N 2 “On
application by the courts Russian Federation Labor Code Russian
Federation). After the expiration of the termination notice, the general
the director may terminate work on the basis of Art. 80 of the Labor Code of the Russian Federation. Termination
of an employment contract, it is only necessary to issue an order (Article 84.1 of the Labor Code of the Russian Federation), which
The head signs himself. In addition, the director may also
make a record of dismissal in your work book in accordance with clause 45 of the Rules
maintenance and storage of work books, production of forms work book and
providing employers with them, approved by the Decree of the Government of the Russian Federation dated
April 16, 2003 No. 225;
·
Upon termination of the employment contract with the general
director powers of the latter are terminated regardless from
entering the relevant information into the Unified State Register of Legal Entities.
Consultation provided on 03/01/2017
In LLC ( general system taxation) there are three founders - individuals. The founders of the LLC want to receive dividends. One founder works in the LLC, the other two do not. When and how should dividends be paid?
By this issue we take the following position:
If there is profit for distribution, the general meeting of the company's participants at any time may decide to pay dividends for 2016. The declaration of dividends for 2016 is disclosed in the notes to the balance sheet and income statement. financial results for 2016. Entries related to the declaration and payment of dividends are made in accounting in 2017.
Income from equity participation in the activities of organizations received by individuals - tax residents of the Russian Federation in the form of dividends, is subject to reflection in the 2-NDFL certificate provided on the basis of information contained in tax accounting registers.
Information on income paid in the form of dividends will be reflected in the calculation in the form 6-NDFL, also submitted by the tax agent to the tax authority at the place of its registration.
Position justification:
The legislation establishes the right (not the obligation) of the company to quarterly, every six months or once a year to make a decision on the distribution net profit between the participants (clause 1, article 28 federal law dated 08.02.1998 N 14-FZ "On Limited Liability Companies", hereinafter referred to as the Law on LLC). The norms of civil legislation do not contain a ban on the distribution of net profit of past years, and also do not establish the sequence of using profits of past years for distribution among participants.
According to paragraph 1 of Art. 32 of the Law on LLC, the supreme governing body of the company is the general meeting of participants in the company. The issue of making a decision on the distribution of the company's net profit between the participants belongs to the exclusive competence of the general meeting of the company's participants and cannot be attributed by the company's charter to the competence of other management bodies (paragraph fifteen, clause 2, clause 7, clause 2, article 33 of the Law on LLC ).
The term and procedure for payment of a part of the distributed profit of the company are determined by the charter of the company or the decision of the general meeting of the company's participants on the distribution of profit between them. The term for payment of a part of the distributed profit of the company should not exceed sixty days from the date of the decision on the distribution of profit between the participants in the company (clause 3 of article 28 of the LLC Law).
According to paragraph 1 of Art. 43 of the Tax Code of the Russian Federation, any income received by a participant from an organization in the distribution of profit remaining after taxation, according to his shares in proportion to the shares of participants in authorized capital this organization is recognized as a dividend.
Payments to company members from retained earnings of previous years are also recognized as dividends for tax purposes (letters of the Ministry of Finance of Russia dated 11.08.2014 N 03-04-05 / 39854, dated 08.24. 2010 N 03-03-06 / 1/235, Federal Tax Service of Russia for Moscow dated 06/08/2010 N 16-15 / [email protected], from 23.06.2009 N 16-15/063489).
Accounting
When deciding on the payment of income to members of the company, the norms of paragraph 1 of Art. 29, paragraph 2 of Art. 29 of the LLC Law.
Based on the calculation net assets LLC (The procedure for determining the value of net assets was approved by order of the Ministry of Finance of Russia dated August 28, 2014 N 84n), the chief accountant of the LLC draws up a certificate of the absence of restrictions for the distribution of profits between the founders.
Thus, in the situation under consideration, if there is profit for distribution, the general meeting of the company's participants at any time may decide to pay dividends for 2016.
In accordance with paragraph 79 of the Regulations on the maintenance accounting and financial statements in the Russian Federation, approved by order of the Ministry of Finance of Russia dated 29.07.1998 N 34n (hereinafter referred to as the Regulation), which is still applied at the present time (part 1 of article 30 of the Federal Law of 06.12.2011 N 402-FZ "On Accounting" (hereinafter - Law N 402-FZ)), accounting profit (loss) is the final financial result (profit or loss) revealed for the reporting period on the basis of accounting of all business operations of the organization and evaluation of balance sheet items according to the rules adopted by regulatory legal acts on accounting.
According to clause 83 of the Regulations, the financial result of the reporting period is reflected in the balance sheet as retained earnings (uncovered loss), i.e. the final financial result revealed for the reporting period, minus taxes due from profits established in accordance with the legislation of the Russian Federation and other similar mandatory payments, including sanctions for non-compliance with taxation rules.
As determined by the Instructions for the application of the Chart of Accounts for accounting of financial and economic activities of organizations, approved by order of the Ministry of Finance of Russia dated October 31, 2000 N 94n (hereinafter referred to as the Chart of Accounts and Instructions), at the end of the reporting year, when compiling annual financial statements, account 99 "Profit and Losses" closes. In this case, the final entry in December, the amount of net profit (loss) of the reporting year is debited from account 99 "Profits and losses" to the credit (debit) of account 84 "Retained earnings (uncovered loss)". In turn, account 84 "Retained earnings (uncovered loss)" is intended to summarize information on the presence and movement of amounts of retained earnings or uncovered loss of the organization.
According to p.p. 3, 5, paragraph two, clause 10 PBU 7/98 "Events after the reporting date", in the general case, the distribution of net profit for the payment of annual dividends based on the results of the organization's activities for the reporting year is recognized as an event after the reporting date, indicating that those occurred after the reporting date economic conditions in which the organization operates.
Thus, if the general meeting of the company's participants in 2017 announces the distribution of dividends for 2016, then this event should be reflected in accounting and reporting as an event after the reporting date in accordance with PBU 7/98.
According to paragraph 10 of PBU 7/98, this event is disclosed in the notes to the balance sheet and income statement. At the same time, in the reporting period (2016), no entries are made in the accounting (synthetic and analytical) accounting. And in the period following the reporting period, in the general manner, an entry is made reflecting this event after the reporting date (paragraph three of clause 10 of PBU).
So, in accordance with the Chart of Accounts and Instructions, the distribution of net profit is reflected in the accounting entry on the debit of account 84 "Retained earnings (uncovered loss)" and the credit of account 75 "Settlements with the founders, sub-account 75-2 "Calculations for the payment of income", and account 70 “Settlements with personnel for remuneration”, if the recipient of income is an employee of the organization (paragraph six of the commentary to account 70 of the Instruction, Recommendations to audit organizations, individual auditors, auditors on auditing the annual financial statements of organizations for 2011 (finished by a letter from the Ministry of Finance of Russia dated 27.01. 2012 N 07-02-18/01)).
Taking into account the above, as of the date of the decision on the distribution of the company's net profit based on the results of 2016, the following entries should be made in the company's accounting records:
in relation to a participant who is an employee of the company:
Debit 84, sub-account "Retained earnings of the reporting year", Credit 70, sub-account "Settlements with employees on payment of income from participation in the capital of the organization" * (1).
Reflected the debt to the participant, who is an employee of the company, in connection with the decision to distribute the net profit of the company;
when paying dividends to a participant - an employee of the company:
as of the date of transfer of income to the account of a participant who is an employee of the company:
Debit 70, subaccount "Settlements with employees for the payment of income from participation in the capital of the organization" Credit 68, subaccount "Personal income tax calculations"
Withheld personal income tax from the income of an individual;
Debit 70, sub-account "Settlements with employees for the payment of income from participation in the organization" Credit 50 (51)
Income from participation in the organization was paid to the employee of the organization;
in relation to participants who are not employees of the organization:
Debit 84, subaccount "Retained earnings" Credit 75, subaccount "Calculations for the payment of income"
The debt on the payment of income (dividends) to the participant (individual) who is an employee of the organization is reflected;
when paying dividends to participants who are not employees of the organization:
Debit 75, subaccount "Calculations for the payment of income" Credit 68, subaccount "Calculations for personal income tax"
Withheld personal income tax from the income of an individual;
Debit 75, sub-account "Calculations for the payment of income" Credit 50 (51)
Dividends paid.
personal income tax
The calculation of the amount and payment of personal income tax in relation to income received in the form of dividends is carried out in accordance with Art. 214 of the Tax Code of the Russian Federation, taking into account the provisions of Art. 226.1 of the Tax Code of the Russian Federation (Clause 4, Article 214 of the Tax Code of the Russian Federation).
When paying income paid to LLC participants, the company performs the duties of a tax agent in accordance with Art. 226 of the Tax Code of the Russian Federation.
The amount of personal income tax on income from equity participation in the organization is calculated by the tax agent separately for each amount of the specified income accrued to the taxpayer at the tax rates provided for in Art. 224 of the Tax Code of the Russian Federation (clause 3 of article 226 of the Tax Code of the Russian Federation).
With regard to income from equity participation in the activities of organizations received in the form of dividends by individuals - tax residents of the Russian Federation, a rate of 13% is applied.
Paragraph 9 of Art. 226.1 of the Tax Code of the Russian Federation, it is determined that the payment by a tax agent of the tax withheld from the taxpayer is made no later than one month from the earliest of the following dates:
1) the end date of the relevant tax period;
2) the date of expiration of the latter according to the date of commencement of the agreement, on the basis of which the tax agent pays the income to the taxpayer, in respect of which he is recognized as a tax agent;
3) payment date Money(transmissions valuable papers).
The Ministry of Finance of Russia, in a letter dated 09/02/2014 N 03-04-06 / 43927, explained that in accordance with paragraphs. 1 p. 1 art. 223 of the Tax Code of the Russian Federation when receiving income in cash (including dividends), the date of actual receipt by the taxpayer of income is determined, in particular, as the day of payment of income, including the transfer of income to the taxpayer's accounts in banks or, on his behalf, to the accounts of third parties.
The withholding of personal income tax by a tax agent is carried out at the time of the actual payment of dividends, and the transfer of tax to the budget - no later than the day following the day the income is paid to the taxpayer (clause 6 of article 226 of the Tax Code of the Russian Federation) (see also letter of the Ministry of Finance of Russia dated 04.10.2010 N 03- 04-06/2-233).
Tax reporting
In general, in accordance with paragraph 1 of Art. 230 of the Tax Code of the Russian Federation, tax agents keep records of income received from them by individuals in the tax period, tax deductions granted to individuals, calculated and withheld personal income tax in tax accounting registers.
Forms of tax accounting registers and the procedure for reflecting in them analytical data of tax accounting, data of primary accounting documents are developed by the tax agent independently and must contain:
Information allowing to identify the taxpayer;
Type of income paid to the taxpayer and tax deductions provided, as well as expenses and amounts that reduce the tax base, in accordance with the codes approved by order of the Federal Tax Service of Russia dated September 10, 2015 N ММВ-7-11 / [email protected](hereinafter - Order N ММВ-7-11/ [email protected]);
The amount of income and the date of their payment;
Taxpayer status;
Dates of withholding and transfer of tax in budget system RF, details of the corresponding payment document.
The information reflected in the tax accounting registers is necessary to complete the documents submitted by the tax agent to the tax authority at the place of its registration in accordance with paragraph 2 of Art. 230 of the Tax Code of the Russian Federation.
Paragraph 2 of Art. 230 of the Tax Code of the Russian Federation establishes that tax agents submit to the tax authority at the place of their registration:
A document containing income information individuals of the expired tax period and the amounts of tax calculated, withheld and transferred to the budget system of the Russian Federation for this tax period for each individual, annually no later than April 1 of the year following the expired tax period, in the form, formats and in the manner approved by the federal executive authority authorized to control and supervise in the field of taxes and fees, unless otherwise provided by paragraph 4 of Art. 230 of the Tax Code of the Russian Federation (which mentions persons recognized as tax agents in accordance with Article 226.1 of the Tax Code of the Russian Federation);
Calculation of the amounts of personal income tax calculated and withheld by the tax agent for the 1st quarter, half a year, nine months - no later than last day of the month following the relevant period, for the year - no later than April 1 of the year following the expired tax period, in the form, formats and in the manner approved by the federal executive body authorized to control and supervise taxes and fees.
These documents are submitted by tax agents in electronic form through telecommunication channels. If the number of individuals who received income in the tax period is up to 25 people, tax agents can submit these documents to paper media(Clause 2, Article 230 of the Tax Code of the Russian Federation).
In accordance with paragraphs. 1.1, 1.7 of the Procedure for filling out a tax return for corporate income tax, approved by order of the Federal Tax Service of Russia dated October 19, 2016 N ММВ-7-3 / [email protected](hereinafter referred to as the Procedure), if an organization does not perform the duties of a tax agent for income tax, it does not have an obligation to submit a tax calculation that is part of the Declaration for income tax, and if income in the form of dividends is paid by them only individuals in accordance with paragraph six of clause 1.7 of the Procedure * (2). That is, an LLC, when paying dividends to participants - individuals, does not need to submit Appendix 2 to the income tax declaration to the IFTS (letter of the Ministry of Finance of Russia dated 10/19/2015 N 03-03-06/1/59890).
Thus, in this case, the LLC is obliged to submit two types of personal income tax reports to the tax authority:
1. For each individual, information on forms 2-NDFL "Certificate of income of an individual" (approved by order of the Federal Tax Service of Russia dated October 30, 2015 N ММВ-7-11 / [email protected]). Pay attention, as it is directly stated in paragraph 2 of Art. 230 of the Tax Code of the Russian Federation, this information is provided only if clause 4 of Art. 230 of the Tax Code of the Russian Federation does not provide otherwise. Here we note that the phrase "unless otherwise provided for in paragraph 4 of this article" appeared in paragraph 2 of Art. 230 of the Tax Code of the Russian Federation from January 1, 2014 (Federal Law of November 2, 2013 N 306-FZ), the previously considered norm did not contain this clause.
2. From 01/01/2016, both LLCs and JSCs (recognized as tax agents under Article 226 and Clause 2 of Article 226.1 of the Tax Code of the Russian Federation, respectively) are required to quarterly submit to the tax authorities at the place of their registration a calculation in the form 6-NDFL. Summarized information on all income paid to individuals, including dividends, LLC should be reflected in the calculation drawn up in the form 6-NDFL (approved by order of the Federal Tax Service of Russia dated October 14, 2015 N ММВ-7-11 / [email protected], the same document approved the Procedure for filling out the specified form (hereinafter - the Procedure for filling out 6-NDFL)). Such a calculation is provided quarterly: for the first quarter, six months, nine months and for the year.
At the same time, the tax legislation does not contain instructions that the final data of the 6-NDFL form must correspond to the final data according to the 2-NDFL certificates.
In the letter of the Federal Tax Service of Russia dated March 15, 2016 N BS-4-11 / [email protected] clarified that, given that since 2015, income from equity participation in the activities of organizations received by individuals - tax residents of the Russian Federation in the form of dividends, is subject to personal income tax at a tax rate of 13%, they must be reflected in Section 3 "Income taxed at a rate of 13 %" and Section 5 "Total amounts of income and tax" of the 2-NDFL certificate together with other income taxed at a rate of 13%. At the same time, the FTS notes that the tax base for income from equity participation is determined separately from other income, in respect of which the rate of 13% is applied, and in relation to these incomes, tax deductions provided for by Articles 218-221 of the Tax Code of the Russian Federation are not applied.
Taking into account paragraph 6 of Art. 226 of the Tax Code of the Russian Federation, the amount of dividends is reflected in the form of 6-NDFL for the reporting period in which they will be actually paid (letters of the Federal Tax Service of Russia dated 08/09/2016 N GD-4-11 / 14507 (p. 3), dated 03/23/2016 N BS -4-11/ [email protected]). On the features of filling out the 6-NDFL form, see the material: Form 6-NDFL: the nuances of filling out (prepared by the experts of the Garant company).
Given that dividends (paid to an employee) are taxed at the same rate as wages - 13%, for dividends, separate section 1 of Form 6-NDFL is not filled out, along with salary they are reflected in line 020 in section 1 (clause 3.3 of the Procedure for filling out 6-NDFL).
Prepared answer:
Legal Consulting Service Expert GARANT
Response quality control:
Reviewer of the Legal Consulting Service GARANT
auditor, member of the RAMI Gornostaev Vyacheslav
*(1) Pursuant to paragraph seven, the Subaccount Instructions provided for in the Chart of Accounts are used by the organization based on the requirements of the management of the organization, including the needs of analysis, control and reporting. The organization can clarify the content of the sub-accounts given in the Chart of Accounts, exclude and combine them, as well as introduce additional sub-accounts.
*(2) Previously, the regulatory authorities have repeatedly stated that the part of dividends related to the payment of dividends to individuals will not be reflected in the corporate income tax return (letters of the Ministry of Finance of Russia dated 08.04.2011 N 03-11-06/2/47 , dated 11.01.2011 N 03-03-06 / 1/1, Federal Tax Service of Russia dated 11.11.2011 N ED-4-3 / [email protected], dated 31.12.2010 N KE-37-3 / [email protected], Federal Tax Service of Russia for Moscow dated May 30, 2011 N 16-15 / 052701 and others).
Approved:
Decision
sole founder
(decision of the general meeting
founding protocol)
details of the decision/protocol
Charter
Limited liability companies
"___________________________"
Chapter I. GENERAL PROVISIONS
Article 1. Basic provisions.
1.1. The Company operates on the basis of the Civil Code of the Russian Federation, the Federal Law "On Limited Liability Companies" (hereinafter referred to as the Federal Law), and this Charter (hereinafter referred to as the Charter).
1.2. The participants of the company are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of their shares in the authorized capital of the company.
Members of the Company who have not paid their shares in full shall be jointly and severally liable for the obligations of the Company to the extent of the value of the unpaid part of their shares in the authorized capital of the Company.
1.3. The Company owns separate property recorded on its independent balance sheet, can acquire and exercise property and personal non-property rights on its own behalf, perform duties, be a plaintiff and defendant in court.
The Company may have civil rights and perform civil obligations necessary for the implementation of any types of activities not prohibited by federal laws, if this does not contradict the subject and goals of the activity.
1.4. The company has a full and abbreviated corporate name in Russian. The Company is also entitled to have a full and (or) abbreviated company name in the languages of the peoples of the Russian Federation and (or) foreign languages.
Full corporate name of the company: Limited Liability Company "______________".
Abbreviated corporate name of the company: OOO "______________" .
1.5. Location of the Company: _____________________________________________________________.
1.6. The authorized capital of the company is made up of the nominal value of the shares of its participants and amounts to _________ rubles.
1.7. The actual value of the share of a member of the company corresponds to the part of the value of the net assets of the company, proportional to the size of its share.
1.8. The sole executive body of the Company has a name.
1.9. The Company may create branches and open representative offices.
Article 2. Purposes and activities of the company.
2.1. The main purpose of the company's activities is to make profit.
2.2. The main activities of the company are:
- Other activities not prohibited by law.
2.3. When performing work related to classified materials, the Company is obliged by its status to comply with the requirements of the Law of the Russian Federation "On State Secrets" of September 21, 1993 and other regulations on the protection of state secrets.
2.4. Certain types activities, the list of which is determined by federal law, the company may be engaged only on the basis of a special permit (license). If the conditions for granting a special permit (license) to carry out a certain type of activity provide for a requirement to carry out such activity as exclusive, the company, during the period of validity of the special permit (license), is entitled to carry out only the types of activities provided for by the special permit (license) and related activities.
Article 3. Responsibility of the company
3.1. The Company shall be liable for its obligations with all its property.
3.2. The Company is not liable for the obligations of its members.
3.3. In case of insolvency (bankruptcy) of the company due to the fault of its participants or through the fault of other persons who have the right to give instructions binding on the company or otherwise have the opportunity to determine its actions, the said participants or other persons may be held subsidiary liability in case of insufficient property of the company. for his obligations.
3.4. Russian Federation, subjects of the Russian Federation and municipalities are not liable for the obligations of the company, just as the company is not liable for the obligations of the Russian Federation, constituent entities of the Russian Federation and municipalities.
3.5. The Company provides its employees with safe working conditions and is responsible for the damage caused to their life and health in accordance with the legislation of the Russian Federation.
Article 4
4.1. The company is considered to be established as a legal entity from the moment of its state registration in the manner prescribed by law. The company is created without limitation of the period of activity.
4.2. The Company has the right to open bank accounts in the Russian Federation and abroad in accordance with the established procedure.
4.3. Society must have round stamp containing its full company name in Russian and an indication of the location of the company. The seal of the company may also contain the trade name of the company in any language of the peoples of the Russian Federation and (or) a foreign language.
The Company has the right to have stamps and letterheads with its company name, its own emblem, as well as a trademark registered in the prescribed manner and other means of individualization.
Article 5. Branches and representative offices of the company
5.1. The company may create branches and open representative offices by decision of the general meeting of the company's participants, adopted by a majority of at least two-thirds of the total number of votes of the company's participants.
The establishment of branches by the company and the opening of representative offices on the territory of the Russian Federation are carried out in compliance with the requirements of the Federal Law and other federal laws, and outside the territory of the Russian Federation also in accordance with the legislation of the foreign state on the territory of which branches are created or representative offices are opened, unless otherwise provided by international treaties Russian Federation.
5.2. The branch of the society is separate subdivision located outside the location of the company and performing all of its functions or part of them, including the functions of a representative office.
5.3. The representative office of the company is its separate subdivision, located outside the location of the company, representing the interests of the company and protecting them.
5.4. The branch and representative office of the company are not legal entities and act on the basis of the regulations approved by the company. A branch and a representative office shall be endowed with property by the company.
The heads of branches and representative offices of the company are appointed by the company and act on the basis of its power of attorney.
Branches and representative offices of the company carry out their activities on behalf of the company. The company is responsible for the activities of the branch and representative office of the company.
Article 6. Subsidiaries and dependent companies
6.1. The Company may have subsidiaries and dependent economic companies with the rights of a legal entity established in the territory of the Russian Federation in accordance with the Federal Law and other federal laws, and outside the territory of the Russian Federation also in accordance with the legislation of the foreign state in whose territory the subsidiary or dependent economic company is created. society.
Article 7. Participants of the company, their rights and obligations
7.1. Members of the society may be citizens and legal entities. Federal law may prohibit or restrict the participation of certain categories of citizens in societies.
7.2. Members of the Society have the right:
7.2.1. Participate in the management of the Company's affairs in the manner prescribed by this Charter and the current legislation of the Russian Federation.
7.2.2. Receive information about the activities of the Company and get acquainted with its accounting books and other documentation.
7.2.3. Participate in the distribution of profits.
7.2.4. Sell or otherwise alienate its share or part of the share in the authorized capital of the company to one or more participants in this company or to another person in the manner prescribed by this Charter and the Federal Law.
7.2.5. Withdraw from the company by alienating its share to the company, if such a possibility is provided for by the company's charter, or demand that the company acquire a share in the cases provided for by this Charter and the Federal Law.
7.2.6. To receive, in the event of liquidation of the Company, a part of the property remaining after settlements with creditors, or its value.
7.2.7. Members of the Company also have other rights provided for by this Charter and the current legislation of the Russian Federation.
7.3. In addition to the rights provided for by this Charter and the current legislation of the Russian Federation, by decision of the General Meeting of Members of the Company, adopted by all Members of the Company unanimously, all Members of the Company or a particular Member may be granted other rights (additional rights) of the Member (Members) of the Company.
Additional rights granted to a certain Member of the Company, in the event of the alienation of his share or part of the share, do not transfer to the acquirer of the share or part of the share.
Termination or limitation of additional rights granted to all Members of the Company is carried out by decision of the General Meeting of Members of the Company, adopted by all Members of the Company unanimously. Termination or restriction of additional rights granted to a certain Member of the Company is carried out by decision of the General Meeting of Members of the Company, adopted by a majority of at least two-thirds of the votes of the total number of votes of the Members of the Company, provided that the Member of the Company, which owns such additional rights, voted for the adoption of such decision or gave written consent.
The Member of the Company, who has been granted additional rights, may refuse to exercise the additional rights belonging to him by sending a written notice to the Company. From the moment the Company receives the said notice, the additional rights of the Member of the Company shall cease.
7.4. Members of the Society are obliged:
7.4.1. Pay for shares in the authorized capital of the company in the manner, in the amount and within the time limits provided for by the Federal Law "On Limited Liability Companies", the current legislation and the agreement on the establishment of the Company.
7.4.2. Do not disclose confidential information about the activities of the Company.
7.4.3. Members of the Company shall also bear other obligations stipulated by this Charter and the current legislation of the Russian Federation.
7.5. In addition to the obligations provided for by this Charter and the current legislation of the Russian Federation, by decision of the General Meeting of the Company Members, adopted by all Members of the Company unanimously, all Members of the Company may be assigned other obligations (additional obligations) of the Member (Members) of the Company. The assignment of additional obligations to a certain Member of the Company is carried out by decision of the General Meeting of Members of the Company, adopted by a majority of at least two-thirds of the votes of the total number of votes of the Members of the Company, provided that the Member of the Company, which is assigned such additional obligations, voted for such a decision or gave written agreement.
Additional obligations imposed on a certain Member of the Company, in the event of the alienation of his share or part of the share, do not transfer to the acquirer of the share or part of the share.
Additional obligations may be terminated by decision of the General Meeting of Members of the Company, adopted by all Members of the Company unanimously.
7.6. Members of the Company, whose shares in the aggregate amount to at least ten percent of the Charter Capital of the Company, have the right to demand in court the exclusion from the Company of a Member who grossly violates his obligations or by his actions (inaction) makes the activities of the Company impossible or significantly complicates it.
7.7. All changes in the personal composition of the Members of the Company entail corresponding changes in the lists of members of the Company.
7.8. The number of Members of the Company should not exceed fifty. If the number of Members of the Company exceeds the limit established by this paragraph, the Company must be transformed into an open company within a year. joint-stock company or in production cooperative. If within the specified period the Company is not reorganized and the number of Members of the Company does not decrease to the limit established by this clause, it is subject to liquidation in a judicial proceeding at the request of the body carrying out state registration of legal entities, or other government agencies or bodies of local self-government, to which the right to present such a demand is granted by federal law.
Chapter II. LIST OF PARTICIPANTS. AUTHORIZED CAPITAL OF THE COMPANY. COMPANY PROPERTY
Article 8. Maintenance of the list of participants of the company
8.1. The company maintains a list of the company's members indicating information about each member of the company, the amount of its share in the authorized capital of the company and its payment, as well as the size of the shares owned by the company, the dates of their transfer to the company or acquisition by the company.
The company is obliged to ensure the maintenance and storage of the list of participants in the company in accordance with the requirements of this Federal Law from the moment of state registration of the company.
8.2. The person exercising the functions of the sole executive body of the company, unless another body is provided for by the charter of the company, ensures that the information about the participants in the company and about their shares or parts of shares in the authorized capital of the company, about the shares or parts of shares owned by the company, corresponds to the information contained in the unified the state register of legal entities, and notarized transactions for the transfer of shares in the authorized capital of the company, which became known to the company.
8.3. Each member of the company is obliged to inform the company in a timely manner about changes in information about his name or designation, place of residence or location, as well as information about his shares in the authorized capital of the company. If the company's participant fails to provide information about the change in information about himself, the company shall not be liable for the losses caused in connection with this.
8.4. The company and the participants of the company who have not notified the company of the change in the relevant information are not entitled to refer to the discrepancy between the information specified in the list of participants in the company and the information contained in the unified state register of legal entities in relations with third parties that acted only taking into account the information specified in the list of participants society.
8.5. In the event of disputes regarding the inconsistency of the information specified in the list of participants in the company with the information contained in the unified state register of legal entities, the right to a share or part of the share in the authorized capital of the company is established on the basis of the information contained in the unified state register of legal entities.
In the event of disputes over the unreliability of information about the ownership of the right to a share or part of a share contained in the unified state register of legal entities, the right to a share or part of a share is established on the basis of an agreement or other document confirming the emergence of the founder or participant's right to a share or part of the share of the document .
Article 9
9.1. Payment for shares in the authorized capital of the company may be made in money, securities, other things or property rights or other rights having a monetary value.
9.2. The monetary value of the property contributed to pay for shares in the authorized capital of the company is approved by the decision of the general meeting of the company's participants, adopted by all the participants of the company unanimously.
If the nominal value or increase in the nominal value of the share of a company member in the authorized capital of the company paid in non-cash amounts to more than twenty thousand rubles, an independent appraiser must be involved in order to determine the value of this property. The nominal value or increase in the nominal value of the share of the company's member paid for by such non-monetary funds may not exceed the amount of the valuation of the said property, determined by an independent appraiser.
9.3. In the event that the company's right to use property is terminated before the expiration of the period for which such property was transferred to the use of the company to pay for the share, the participant in the company who transferred the property is obliged to provide the company, at its request, with monetary compensation equal to the payment for the use of the same property on similar terms for the remainder of the term of the property. Monetary compensation must be provided at a time within a reasonable time from the moment the company makes a request for its provision, unless a different procedure for providing monetary compensation is established by a decision of the general meeting of participants in the company. This decision is adopted by the general meeting of the company's participants without taking into account the votes of the company's participant who transferred to the company to pay for his share the right to use property, which was terminated ahead of schedule.
9.4. Property transferred by a member of the Company for use by the Company to pay for its share, in the event of withdrawal or exclusion of such a member from the company as a contribution to authorized capital, remains in the use of the company during the period for which this property was transferred.
Article 10
10.1. Each founder of the company must pay in full his share in the authorized capital of the company within one year from the date of state registration of the company.
It is not allowed to release the founder of the company from the obligation to pay a share in the authorized capital of the company, including by offsetting his claims against the company.
10.2. At the time of state registration of the company, its authorized capital must be paid by the founders at least half.
Article 11
11.1. An increase in the authorized capital of a company is allowed only after its full payment.
11.2. The increase in the authorized capital of the company can be carried out at the expense of the property of the company, and (or) at the expense of additional contributions from the participants in the company, and (or) at the expense of contributions from third parties accepted by the company.
Article 12
12.1. The increase in the authorized capital of the company at the expense of its property is carried out by decision of the general meeting of participants in the company, adopted by a majority of at least two-thirds of the votes of the total number of votes of the participants in the company.
The decision to increase the company's charter capital at the expense of the company's property can only be made on the basis of the company's financial statements for the year preceding the year during which such a decision was made.
12.2. The amount by which the authorized capital of the company is increased at the expense of the property of the company must not exceed the difference between the value of the net assets of the company and the amount of the authorized capital and reserve fund.
12.3. When the authorized capital of a company is increased in accordance with this article, the nominal value of the shares of all participants in the company increases proportionally without changing the size of their shares.
Article 13
13.1. The general meeting of the company's participants, by a majority vote of at least three-quarters of the total number of votes of the company's participants, may decide to increase the authorized capital of the company by making additional contributions by the company's participants. Such a decision should determine the total cost of additional contributions, as well as establish a ratio, common for all participants in the company, between the value of the additional contribution of a company participant and the amount by which the nominal value of his share is increased. This ratio is established based on the fact that the nominal value of the share of a company member may increase by an amount equal to or less than the value of his additional contribution.
Each member of the company has the right to make an additional contribution, not exceeding a part of the total value of additional contributions, proportional to the size of the share of this participant in the authorized capital of the company. Additional contributions may be made by the company's participants within two months from the date of adoption by the general meeting of the company's participants of the decision specified in the first paragraph of this clause.
Not later than one month from the date of the expiration of the term for making additional contributions, the general meeting of the company's participants must decide on approving the results of making additional contributions by the company's participants and on introducing amendments to the company's Charter related to an increase in the size of the company's authorized capital. At the same time, the nominal value of the share of each member of the company who has made an additional contribution shall increase in accordance with the ratio specified in the first paragraph of this clause.
13.2. The general meeting of the company's participants may decide to increase its authorized capital based on the application of the company's participant (applications of the company's participants) for making an additional contribution and (or) the application of a third party (applications of third parties) for accepting him into the company and making a contribution. Such a decision is made by all members of the company unanimously.
The application of the participant of the company and the application of the third party must indicate the amount and composition of the contribution, the procedure and term for its payment, as well as the amount of the share that the participant of the company or a third party would like to have in the authorized capital of the company. The application may also specify other conditions for making contributions and joining the company.
Simultaneously with the decision to increase the authorized capital of the company, on the basis of the application of a member of the company or applications of the participants in the company for making an additional contribution by him or them, a decision must be made to amend the charter of the company in connection with an increase in the authorized capital of the company, as well as a decision to increase the nominal value of the share a member of the company or the shares of the company's members who have submitted applications for making an additional contribution, and, if necessary, to change the size of the shares of the company's members. Such decisions are taken by all members of the company unanimously. At the same time, the nominal value of the share of each member of the company who submitted an application for making an additional contribution is increased by an amount equal to or less than the value of his additional contribution.
Simultaneously with the decision to increase the authorized capital of the company on the basis of the application of a third party or applications of third parties to accept him or them into the company and make a contribution, decisions must be made to accept him or them to the company, to amend the charter of the company in connection with an increase in the authorized the capital of the company, on determining the nominal value and size of the share or shares of a third party or third parties, as well as on changing the size of the shares of the company's participants. Such decisions are taken by all members of the company unanimously. The nominal value of the share acquired by each third person admitted to the company must not exceed the value of his contribution.
Article 14
14.1. The Company has the right, and in the cases provided for by the Federal Law, is obliged to reduce its authorized capital.
The reduction of the authorized capital of the company may be carried out by reducing the nominal value of the shares of all participants in the company in the authorized capital of the company and (or) the redemption of shares owned by the company.
The company is not entitled to reduce its authorized capital if, as a result of such a decrease, its size becomes less than the minimum amount of the authorized capital determined in accordance with the Federal Law as of the date of submission of documents for state registration of the relevant changes in the company's charter, and in cases where, in accordance with the Federal by law, the company is obliged to reduce its authorized capital, on the date of state registration of the company.
14.2. Reducing the authorized capital of the company by reducing the nominal value of the shares of all participants in the company must be carried out while maintaining the size of the shares of all participants in the company.
14.3. If, at the end of the second and each subsequent financial year, the value of the company's net assets turns out to be less than its authorized capital, the company is obliged to announce the reduction of its authorized capital to an amount not exceeding the value of its net assets, and register such a decrease in the prescribed manner.
If at the end of the second and each subsequent financial year the value of the company's net assets turns out to be less than the minimum amount of the authorized capital established by the Federal Law on the date of state registration of the company, the company is subject to liquidation.
The value of the company's net assets is determined in accordance with the procedure established by the federal law and regulations issued in accordance with it.
14.4. Within thirty days from the date of the decision to reduce its charter capital, the company is obliged to notify in writing about the reduction in the charter capital of the company and its new size to all creditors of the company known to it, as well as to publish in the press, which publishes data on state registration of legal entities, decision message.
Article 15
15.1. The transfer of a share or part of a share in the authorized capital of a company to one or more participants in this company, or to third parties, is carried out on the basis of a transaction, by way of succession or on another legal basis. A participant in a company has the right to sell or otherwise alienate his share or part of a share in the authorized capital of the company to one or more participants in this company. The consent of other members of the company or the company to make such a transaction is not required.
15.2. Assignment in any other way, except for the sale by a participant of the company of his share or part of the share to third parties, is allowed with the consent of all participants in the company. The consent of the Company to the assignment of a share or part of a share to a third party, either by sale or otherwise, is not required.
15.3. The share of a member of the company may be alienated before its full payment only in the part in which it is paid.
15.4. Members of the company enjoy the pre-emptive right to purchase a share or part of the share of a member of the company at the offer price to a third party in proportion to the size of their shares.
A member of the company who intends to sell his share or part of the share in the authorized capital of the Company to a third party is obliged to notify in writing the other members of the company and the company itself by sending through the company at his own expense an offer addressed to these persons and containing an indication of the price and other conditions of sale . An offer to sell a share or part of a share in the authorized capital of the company is considered received by all participants in the company at the time it is received by the company. At the same time, it can be accepted by a person who is a member of the company at the time of acceptance, as well as by the company in cases provided for by the Federal Law "On Limited Liability Companies". An offer shall be considered not received if, no later than on the day of its receipt by the company, the participant of the company received a notice of its withdrawal. Revocation of an offer for the sale of a share or part of a share after it has been received by the company is allowed only with the consent of all participants in the company.
The participants of the company have the right to use the pre-emptive right to purchase a share or part of a share in the authorized capital of the company within forty-five days from the date of receipt of the offer by the company.
If individual members of the company refuse to use the pre-emptive right to purchase a share or part of a share in the authorized capital of the company or use their pre-emptive right to purchase not the entire share offered for sale or not the entire part of the share offered for sale, other participants in the company may exercise the pre-emptive right to purchase a share or part of the share in the authorized capital of the company in the relevant part in proportion to the size of their shares within the remaining part of the period of exercising their pre-emptive right to purchase a share or part of a share.
15.5. The pre-emptive right to purchase a share or part of a share in the charter capital of the company from a participant terminates on the day of submission of a written application for refusal to use this pre-emptive right in the manner prescribed by this paragraph or the expiration of the period for exercising this pre-emptive right.
Applications of the company's participants to refuse to use the pre-emptive right to purchase a share or part of a share must be received by the company before the expiration of the period for exercising the said pre-emptive right established in accordance with clause 15.4 of this Charter. The company's statement on the refusal to use the preemptive right provided for by the charter to purchase a share or part of a share in the authorized capital of the company is submitted within the time period established by the charter to the company's member who sent an offer to sell the share or part of the share, by the sole executive body of the company.
In the event that within forty-five days from the date of receipt of the offer by the company, the participants in the company or the company do not use the pre-emptive right to purchase a share or part of a share in the authorized capital of the company offered for sale, including those resulting from the use of the pre-emptive right to purchase not the entire share or not the entire part of the share or the refusal of individual participants in the company and the company from the pre-emptive right to purchase a share or part of a share in the authorized capital of the company, the remaining share or part of the share can be sold to a third party at a price that is not lower than the price established in the offer for the company and its participants, and on the terms that have been communicated to the society and its members. The authenticity of the signature on the application of a member of the company or the company on the refusal to use the pre-emptive right to purchase a share or part of a share in the authorized capital of the company must be certified by a notary.
15.6. Shares in the authorized capital of the company are transferred to the heirs of citizens and to the legal successors of legal entities that were participants in the company. The consent of the other participants to the transfer of the share to the heirs of citizens and to the legal successors of legal entities is not required.
In case of liquidation of a legal entity - a member of the company, its share remaining after the completion of settlements with its creditors is distributed among the participants of the liquidated legal entity, unless otherwise provided by federal laws, other legal acts or the Charter of the liquidated legal entity with the consent of the other participants of the Company.
Until the heir of the deceased participant in the company accepts the inheritance, the rights of the deceased participant in the company are exercised, and his duties are performed by the person indicated in the will, and in the absence of such a person, by the manager appointed by the notary.
15.7. When selling a share or part of a share in the authorized capital of a company at a public auction, the rights and obligations of a company participant in such a share or part of a share are transferred with the consent of the company's participants.
15.8. The consent of the company's participants to the transfer of a share or part of a share in the authorized capital of the company to a third party is considered received, provided that all the company's participants within forty-five days from the date of receipt of the relevant request or offer by the company submit written statements of consent to the alienation to the company of a share or part of a share on the basis of a transaction or on the transfer of a share or part of a share to a third party on another basis, or within the specified period, written statements on refusal to give consent to the alienation or transfer of a share or part of a share are not submitted.
If the company's charter provides for the need to obtain the company's consent to the alienation of a share or part of a share in the authorized capital of the company to the company's participants or third parties, such consent is considered to be received by the company's participant alienating the share or part of the share, provided that within forty-five days from on the day of applying to the company, he received the consent of the company, expressed in writing, or the company did not receive a refusal to give consent to the alienation of a share or part of a share, expressed in writing. A transaction aimed at alienating a share or part of a share in the authorized capital of a company is subject to notarization. Failure to comply with the notarial form entails the invalidity of this transaction.
Notarization of this transaction is not required in cases of transfer of a share to a company in the manner prescribed by Articles 23 and 26 of the Federal Law "On Limited Liability Companies", distribution of a share between the participants of the company and sale of a share to all or some participants of the company or third parties in accordance with Article 24 of the Federal Law "On Limited Liability Companies", as well as when using the preemptive right to purchase by sending an offer to sell a share or part of a share and its acceptance in accordance with paragraphs 5 - 7 of Article 11 of the Federal Law "On Limited Liability Companies".
If a member of a company who has entered into an agreement that establishes an obligation to conclude, in the event of certain circumstances or the performance by the other party of a counter obligation, a transaction aimed at alienating a share or part of a share in the authorized capital of the company, unlawfully evades notarization of a transaction aimed at alienating a share or part of a share in the authorized capital the capital of the company, the acquirer of a share or part of a share, who has committed actions aimed at the fulfillment of the specified agreement, has the right to demand in court that a share or part of a share in the authorized capital of the company be transferred to him. In this case, the court decision on the transfer of a share or part of a share in the authorized capital of the company is the basis for state registration of contributions to the unified State Register legal entities of the corresponding changes.
A share or part of a share in the authorized capital of the company passes to its acquirer from the moment of notarization of the transaction aimed at alienating the share or part of the share in the authorized capital of the company, or in cases that do not require notarization, from the moment the corresponding changes are made to the unified state register of legal entities on the basis of legal documents.
The acquirer of a share or part of a share in the authorized capital of the company shall be transferred all the rights and obligations of a member of the company that arose prior to the transaction aimed at alienating the specified share or part of the share in the authorized capital of the company, or before the occurrence of another basis for its transfer, with the exception of rights and obligations, provided for, respectively, in paragraph two of paragraph 2 of Article 8 and paragraph two of paragraph 2 of Article 9 of the Federal Law "On Limited Liability Companies". A participant in a company that has alienated its share or part of a share in the authorized capital of the company shall be liable to the company for making a contribution to the property that arose prior to the transaction aimed at alienating the said share or part of the share in the authorized capital of the company, jointly with its acquirer. After notarization of a transaction aimed at alienating a share or part of a share in the authorized capital of a company, or in cases that do not require notarization, from the moment the relevant changes are made to the Unified State Register of Legal Entities, the transfer of a share or part of a share can only be challenged in court by bringing a claim to arbitration.
Article 16
16.1. A member of the company has the right to pledge his share or part of the share in the authorized capital of the company to another member of the company or, with the consent of the general meeting of members of the company, to a third party. The decision of the general meeting of the company's participants to give consent to the pledge of a share or part of a share in the authorized capital of the company owned by the company's participant is taken by a ¾ (three-quarters) majority vote of all the company's participants entitled to vote. The vote of a company member who intends to pledge his share or part of a share is not taken into account when determining the voting results.
The pledge agreement for a share or part of a share in the authorized capital of a company is subject to notarization. Failure to comply with the notarial form of the specified transaction entails its invalidity.
Article 17
17.1. The Company is not entitled to acquire shares or parts of shares in its charter capital, except as otherwise provided by the Federal Law.
17.2. If the charter of the company prohibits the alienation of a share or part of a share owned by a member of the company to third parties and other members of the company have refused to acquire them or consent has not been received for the alienation of a share or part of a share to a member of the company or a third party, provided that the need to obtain such consent is provided for by the charter of the company , the company is obliged to acquire, at the request of a member of the company, a share or part of a share belonging to him.
In the event that the general meeting of participants in the company makes a decision to commit big deal or on an increase in the authorized capital of the company in accordance with paragraph 1 of Article 19 of the Federal Law "On Limited Liability Companies", the company is obliged to acquire, at the request of a member of the company who voted against such a decision or did not take part in voting, a share in the authorized capital of the company belonging to this participant. This requirement may be filed by a member of the company within forty-five days from the day when the member of the company learned or should have known about the decision. If a member of the company took part in the general meeting of the members of the company that made such a decision, such a request may be submitted within forty-five days from the date of its adoption.
In the cases provided for by the Federal Law "On Limited Liability Companies", within three months from the date the relevant obligation arises, unless another period is provided for by the company's charter, it is obliged to pay to the company's member the actual value of the share in the company's charter capital, determined on the basis of accounting records. reporting of the company for the last reporting period preceding the day the participant of the company applied with the corresponding requirement.
17.3. The share of a participant in a company expelled from the company shall be transferred to the company.
17.4 At the same time, the company is obliged to pay the expelled member of the company the actual value of his share, which is determined according to the financial statements of the company for the last reporting period preceding the date of entry into force of the court decision on the exclusion, or, with the consent of the expelled member of the company, to give him in kind the property of the same cost.
17.5. In case of payment by the company in accordance with Article 19 of this Charter real value share or part of the share of a member of the company, at the request of his creditors, part of the share, the actual value of which was not paid by other members of the company, passes to the company, and the rest of the share is distributed among the members of the company in proportion to the payment made by them.
17.6. If a member of a company withdraws from the company in accordance with Article 26 of the Federal Law "On Limited Liability Companies", his share shall be transferred to the company. The company is obliged to pay to the member of the company who submitted an application for withdrawal from the company the actual value of his share in the authorized capital of the company, determined on the basis of the data of the company's accounting statements for the last reporting period preceding the day of filing an application for withdrawal from the company, or, with the consent of this member of the company, issue to him in kind property of the same value, or in case of incomplete payment by him of the share in the authorized capital of the company, the actual value of the paid part of the share.
The company is obliged to pay the participant of the company the actual value of his share or part of the share in the authorized capital of the company or to give him property in kind of the same value within three months from the date of the occurrence of the corresponding obligation.
The share or part of the share passes to the company from the date:
1) receipt by the company of the demand of the participant of the company for its acquisition;
2) receipt by the company of an application of a participant in the company to withdraw from the company, if the right to withdraw from the company of the participant is provided for by the charter of the company;
3) the expiration of the term for payment of a share in the authorized capital of the company or for the provision of compensation provided for in paragraph 3 of Article 15 of the Federal Law "On Limited Liability Companies";
4) the entry into force of a court decision on the exclusion of a company participant from the company;
5) payment by the company of the actual value of the share or part of the share owned by the participant of the company, at the request of his creditors.
Documents for state registration of the relevant changes must be submitted to the body carrying out state registration of legal entities within a month from the date of transfer of a share or part of a share to the company. These changes become effective for third parties from the moment of their state registration.
The company is obliged to pay the actual value of the share or part of the share in the authorized capital of the company or to issue in kind property of the same value within one year from the date of transfer of the share or part of the share to the company, unless a shorter period is provided for by the Federal Law "On Limited Liability Companies".
The actual value of a share or part of a share in the authorized capital of the company is paid out of the difference between the value of the net assets of the company and the amount of its authorized capital. If such a difference is not enough, the company is obliged to reduce its authorized capital by the missing amount.
If a reduction in the authorized capital of the company may lead to its size becoming less than the minimum amount of the authorized capital of the company, determined in accordance with this Federal Law, as of the date of state registration of the company, the actual value of the share or part of the share in the authorized capital of the company is paid out of the difference between the value of the net assets of the company and the specified minimum size authorized capital of the company. In this case, the actual value of the share or part of the share in the authorized capital of the company may be paid no earlier than three months from the day the grounds for such payment arise. If within the specified period the company becomes obliged to pay the actual value of another share or part of a share or other shares or parts of shares owned by several members of the company, the actual value of such shares or parts of shares is paid out of the difference between the value of the company's net assets and the specified minimum amount of its authorized capital in proportion to the size of the shares or parts of the shares owned by the participants of the company.
The company is not entitled to pay the actual value of the share or part of the share in the authorized capital of the company or to issue in kind property of the same value, if at the time of these payments or the issuance of property in kind it meets the signs of insolvency (bankruptcy) in accordance with the federal law on insolvency (bankruptcy) or as a result of these payments or the issuance of property in kind, the indicated signs will appear in the society.
In the cases provided for in Clauses 2 and 6.1 of Article 23 of the Federal Law "On Limited Liability Companies", if, in accordance with the requirements of this Federal Law, the company is not entitled to pay the actual value of the share in the authorized capital of the company or to issue in kind property of the same value, the company for on the basis of a written application submitted no later than within three months from the date of expiration of the period for payment of the actual value of the share by the person whose share has passed to the company, is obliged to restore him as a member of the company and transfer to him the appropriate share in the authorized capital of the company.
Article 18
18.1. The shares owned by the company are not taken into account when determining the results of voting at the general meeting of the company's participants, when distributing the company's profits, the company's property in the event of its liquidation.
18.2. Within one year from the date of transfer of a share or part of a share in the authorized capital of the company to the company, by decision of the general meeting of participants in the company, they must be distributed among all participants in the company in proportion to their shares in the authorized capital of the company or offered for purchase by all or some of the participants in the company and (or ), unless prohibited by the charter of the company, to third parties. The distribution of a share or a part of a share among the company's participants is allowed only if, before the transfer of the share or part of the share to the company, they were paid or compensation provided for in paragraph 3 of Article 15 of the Federal Law was provided for them. The sale of an unpaid share or part of a share in the authorized capital of a company, as well as a share or part of a share owned by a company member who has not provided monetary or other compensation in the manner and within the time period provided for by paragraph 3 of Article 15 of the Federal Law, is carried out at a price that is not below the par value of a share or part of a share. The sale of shares or parts of shares acquired by the company in accordance with this Federal Law, including the shares of participants who have withdrawn from the company, shall be carried out at a price not lower than the price paid by the company in connection with the transfer of a share or part of a share to it, unless a different price is determined by the decision of the general meeting of participants of the company.
18.3. The sale of a share or part of a share to the participants of the company, as a result of which the size of the shares of its participants is changed, as well as the sale of a share or part of the share to third parties and the determination of a different price for the share being sold, are carried out by a decision of the general meeting of the participants of the company, adopted by all the participants of the company unanimously.
18.4. . The share or part of the share in the authorized capital of the company not distributed or sold within the established period must be redeemed, and the amount of the company's authorized capital must be reduced by the nominal value of this share or this part of the share.
The body carrying out state registration of legal entities must be notified of the transfer of a share or part of a share in the authorized capital of the company to the company no later than within a month from the date of transfer of the share or part of the share to the company by sending an application for making appropriate changes to the unified state register legal entities and a document confirming the grounds for transferring a share or part of a share to the company. If during the specified period the share or part of the share is distributed, sold or redeemed, the body carrying out state registration of legal entities is notified by the company by sending an application for making appropriate changes to the unified state register of legal entities and documents confirming the grounds for transferring the share to the company or part of a share, as well as their subsequent distribution, sale or redemption. Documents for state registration of the changes provided for by this article, and in the event of the sale of a share or part of a share, also documents confirming the payment of a share or part of a share in the authorized capital of the company, must be submitted to the body carrying out state registration of legal entities within a month from the date of the decision on distribution of a share or part of a share among all participants in the company, on their payment by the acquirer or on redemption. These changes become effective for third parties from the moment of their state registration.
Article 19
19.1. Foreclosure at the request of creditors on the share or part of the share of a company participant in the authorized capital of the company for the debts of the company participant is allowed only on the basis of a court decision if other property of the company participant is insufficient to cover the debts of the company participant.
19.2. In case of foreclosure on the share or part of the share of a company participant in the authorized capital of the company for the debts of the company participant, the company has the right to pay creditors the actual value of the share or part of the share of the company participant.
By decision of the general meeting of participants in the company, adopted by all participants in the company unanimously, the actual value of the share or part of the share of the participant in the company whose property is foreclosed may be paid to creditors by the other participants in the company in proportion to their shares in the authorized capital of the company.
The actual value of the share or part of the share of a company member in the authorized capital of the company is determined on the basis of the company's financial statements for the last reporting period preceding the date of filing a claim against the company to levy execution on the share or part of the share of the company's member for its debts.
Article 20
20.1. A participant in a company has the right to withdraw from the company by alienating a share to the company, regardless of the consent of its other participants or the company.
20.2. Withdrawal of a member of the company from the company does not release him from the obligation to the company to make a contribution to the property of the company that arose before filing an application for withdrawal from the company.
20.3. The withdrawal of the participants of the company from the company, as a result of which not a single participant remains in the company, as well as the exit of the sole participant of the company from the company, is not allowed.
Article 21
21.1. Participants of the company are obliged, by decision of the general meeting of participants in the company, to make contributions to the property of the company.
The decision of the general meeting of participants in the company on making contributions to the property of the company may be taken by a majority of at least three-quarters of the votes of the total number of votes of the participants in the company.
21.2. Contributions to the property of the company are made by all participants in the company in proportion to their shares in the authorized capital of the company.
21.3. Contributions to the company's property are made in money, unless otherwise provided by the decision of the general meeting of the company's participants.
21.4. Contributions to the property of the company do not change the size and nominal value of the shares of the company's participants in the authorized capital of the company.
Article 22
22.1. The company has the right to make a decision on the distribution of its net profit among the participants of the company quarterly, once every six months or once a year. The decision to determine the part of the company's profit to be distributed among the company's participants is made by the general meeting of the company's participants.
22.2. The part of the company's profit intended for distribution among its participants is distributed in proportion to their shares in the authorized capital of the company.
Article 23 Restrictions on the payment of company profits to company participants
23.1. The company is not entitled to make a decision on the distribution of its profits among the participants of the company:
- until full payment of the entire authorized capital of the company;
- before payment of the actual value of the share or part of the share of a member of the company in cases provided for by this Charter;
- if at the time of making such a decision the company meets the signs of insolvency (bankruptcy) in accordance with the federal law on insolvency (bankruptcy) or if the indicated signs appear in the company as a result of such a decision;
- if at the time of such a decision the value of the company's net assets is less than its authorized capital and reserve fund, or becomes less than its size as a result of such a decision;
23.2. The company is not entitled to pay out to the participants of the company the profit, the decision on the distribution of which among the participants of the company has been made:
- if at the time of payment the company meets the signs of insolvency (bankruptcy) in accordance with the federal law on insolvency (bankruptcy) or if the indicated signs appear in the company as a result of payment;
- if at the time of payment the value of the net assets of the company is less than its authorized capital or becomes less than its size as a result of payment;
- in other cases stipulated by federal laws.
Upon termination of the circumstances specified in this paragraph, the company is obliged to pay the participants of the company the profit, the decision on the distribution of which among the participants of the company has been made.
Article 24. Placement of bonds by a company
24.1. The Company has the right to place bonds and other issue-grade securities in accordance with the procedure established by the legislation on securities.
24.2. The company has the right to place bonds for an amount not exceeding the amount of its authorized capital or the amount of security provided to the company for these purposes by third parties, after the authorized capital has been paid in full.
24.3. In the absence of security provided to the company by third parties in order to guarantee the fulfillment of obligations to the bondholders, the placement of bonds by the company is allowed no earlier than the third year of the company's existence, provided that two annual balance sheets of the company are properly approved by this time.
Chapter III. MANAGEMENT IN SOCIETY
Article 25
25.1. The supreme body of the company is the general meeting of participants in the company. The general meeting of the company's participants may be regular or extraordinary.
All members of the company have the right to be present at the general meeting of members of the company, take part in the discussion of agenda items and vote when making decisions.
Each member of the company has a number of votes at the general meeting of members of the company, proportional to his share in the authorized capital of the company, except for the cases provided for by the Federal Law "On Limited Liability Companies".
25.2. Management of the current activities of the company is carried out by the sole executive body of the company. The sole executive body is accountable to the general meeting of the company's participants.
Article 26
26.1. The competence of the general meeting of participants of the company includes:
1) determining the main directions of the company's activities, as well as making a decision on participation in associations and other associations of commercial organizations;
2) changing the charter of the company, including changing the amount of the authorized capital of the company;
3) setting the amount of remuneration and monetary compensation to the sole executive body of the company, members of the collegial executive body of the company, the manager;
4) formation of the executive bodies of the company and early termination of their powers, as well as making a decision on the transfer of powers of the sole executive body of the company to a manager, approval of such a manager and the terms of the contract with him;
5) election and early termination of the powers of the audit commission (auditor) of the company, if the election of the audit commission (auditor) is provided for by the provisions of the Charter or is required by virtue of the Law;
6) approval of annual reports and annual balance sheets;
7) making a decision on the distribution of the net profit of the company among the participants in the company;
8) approval (adoption) of documents regulating internal activities company (internal documents of the company);
9) making a decision on the placement of bonds and other issue-grade securities by the company;
10) appointment of an audit, approval of the auditor and determination of the amount of payment for his services;
11) making a decision on the reorganization or liquidation of the company;
12) appointment of a liquidation commission and approval of liquidation balance sheets;
13) resolving other issues provided for by the Federal Law "On Limited Liability Companies" or this charter.
The issues provided for by subparagraphs 2, 5 - 7, 11 and 12 of paragraph 2 of Article 33 of the Federal Law "On Limited Liability Companies", as well as other issues referred in accordance with the Federal Law "On Limited Liability Companies" to the exclusive competence of the general meeting of participants in the company, do not may be referred by the charter of the company to the competence of other management bodies of the company.
Article 27
27.1. The next general meeting of the company's participants is held at least once a year. The next general meeting of the company's participants is convened by the sole executive body of the company. The general meeting, at which the annual results of the company's activities are approved, is held no later than April 30 of the year following the reporting one.
Article 28
28.1. An extraordinary general meeting of the company's participants is held in cases specified by the company's charter, as well as in any other cases if such a general meeting is required by the interests of the company and its participants.
28.2. An extraordinary general meeting of the company's participants is convened by the sole executive body of the company on its initiative, as well as by the company's participants who in aggregate have at least one tenth of the total number of votes of the company's participants.
The sole executive body of the company is obliged, within five days from the date of receipt of the request to hold an extraordinary general meeting of the company's participants, to consider this request and make a decision to hold an extraordinary general meeting of the company's participants or to refuse to hold it. The decision to refuse to hold an extraordinary general meeting of the company's participants may be taken by the company's executive body only if:
- if the procedure established by the Federal Law for presenting a request to hold an extraordinary general meeting of participants in the company is not observed;
- if none of the issues proposed for inclusion in the agenda of the extraordinary general meeting of participants in the company does not fall within its competence or does not comply with the requirements of federal laws.
- If one or more issues proposed for inclusion in the agenda of an extraordinary general meeting of company participants do not fall within the competence of the general meeting of company participants or do not comply with the requirements of federal laws, these issues are not included in the agenda.
- The sole executive body of the company is not entitled to make changes to the wording of issues proposed for inclusion in the agenda of the extraordinary general meeting of the company's participants, as well as change the proposed form for holding the extraordinary general meeting of the company's participants.
- Along with the issues proposed for inclusion in the agenda of the extraordinary general meeting of the company's participants, the sole executive body of the company, on its own initiative, has the right to include additional issues on it.
28.3. If a decision is made to hold an extraordinary general meeting of the company's participants, the specified general meeting must be held no later than forty-five days from the date of receipt of the request to hold it.
28.4. If, within the established period, a decision is not made to hold an extraordinary general meeting of the company's participants or a decision is made to refuse to hold it, an extraordinary general meeting of the company's participants may be convened by the bodies or persons requiring it.
AT this case the sole executive body of the company is obliged to provide the said bodies or persons with a list of the company's participants with their addresses.
The costs of preparing, convening and holding such a general meeting may be reimbursed by decision of the general meeting of the company's participants at the expense of the company's funds.
Article 29
29.1. The sole executive body or persons convening a general meeting of participants in the company are obliged to notify each participant of the company at least thirty days before it is held. by registered mail at the address indicated in the list of participants of the company, or by notification against receipt.
29.2. The notice must indicate the time and place of the general meeting of the company's participants, as well as the proposed agenda.
Any member of the company has the right to make proposals for the inclusion of additional issues in the agenda of the general meeting of members of the company no later than fifteen days before it is held. Additional issues, with the exception of issues that do not fall within the competence of the general meeting of participants in the company or do not comply with the requirements of federal laws, are included in the agenda of the general meeting of participants in the company.
The sole executive body or persons convening a general meeting of the company's participants are not entitled to make changes to the wording of additional issues proposed for inclusion in the agenda of the general meeting of the company's participants.
If, at the suggestion of the company's participants, changes are made to the initial agenda of the general meeting of the company's participants, the sole executive body or persons convening the general meeting of the company's participants must notify all the company's participants about the items included in the agenda no later than ten days before it is held. changes in the manner specified in clause 29.1. of this article.
29.3. The information and materials to be provided to the company's participants in the preparation of the general meeting of the company's participants include the company's annual report, the auditor's conclusions based on the results of the audit of the company's annual reports and annual balance sheets (if an audit was conducted by decision of the general meeting of the company's participants), information about the candidate ( candidates) for the position of the sole executive body of the company, a draft of amendments and additions to the Charter of the company, or drafts of the Charter of the company in new edition, draft internal documents of the company, as well as other necessary information.
The sole executive body or persons convening a general meeting of the company's participants are obliged to send them information and materials along with a notice of the general meeting of the company's participants, and in the event of a change in the agenda, the relevant information and materials are sent along with a notification of such a change.
The specified information and materials within thirty days prior to the general meeting of participants in the company must be provided to all participants in the company for review in the premises of the executive body of the company. The company is obliged, at the request of a member of the company, to provide him with copies of these documents. The fee charged by the company for the provision of these copies may not exceed the cost of their production.
Article 30
30.1. The general meeting of the company's participants is held in accordance with the procedure established by the Federal Law, the company's charter and its internal documents. To the extent not regulated by the Federal Law, the charter of the company and internal documents of the company, the procedure for holding a general meeting of participants in the company is established by a decision of the general meeting of participants in the company.
30.2. Before the opening of the general meeting of participants of the company, registration of the arrived participants of the company is carried out.
Members of the company have the right to participate in the general meeting in person or through their representatives. Representatives of the participants in the company must present documents confirming their proper authority. A power of attorney issued to a representative of a member of the company must contain information about the person represented and the representative (name or title, place of residence or location, passport data), be drawn up in accordance with the requirements of paragraphs 4 and 5 of Article 185 of the Civil Code of the Russian Federation or certified by a notary.
An unregistered member of the company (representative of a member of the company) is not entitled to take part in voting.
30.3. The next general meeting of the company's participants is opened by the sole executive body at the time specified in the notice of the general meeting of the company's participants or, if all the participants of the company are already registered, earlier.
30.4. An extraordinary general meeting of participants in the company is opened by the person who called this general meeting.
30.5. The person who opens the general meeting of the Society elects the chairman from among the participants in the company. When voting on the issue of electing the chairman, each participant in the general meeting of the company's participants has one vote, and the decision on this issue is made by a majority of votes from the total number of votes of the company's participants entitled to vote at this general meeting.
30.6. The person opening the general meeting of the Company shall organize the keeping of the minutes of the general meeting of the participants of the company.
The minutes of all general meetings of the company's participants are filed in the protocol book, which must at any time be provided to any member of the company for review. At the request of the company's participants, they are issued extracts from the protocol book, certified by the sole executive body of the company. Not later than within ten days after the minutes of the general meeting of the company's participants are drawn up, the executive body of the company or another person who maintains the said protocol must send a copy of the minutes of the general meeting of the company's participants to all the company's participants in the manner prescribed for the notification of the general meeting of the company's participants.
30.7. The general meeting of participants in the company has the right to make decisions only on issues on the agenda, except for cases where all participants in the company participate in this general meeting.
30.8. Decisions on the issues specified in subparagraph 2 of paragraph 2 of Article 33 of the Federal Law "On Limited Liability Companies" are made by a majority of at least two-thirds of the total number of votes of the company's participants, unless the need for a larger number of votes to make such a decision is provided for by this Federal Law .
Decisions on the issues specified in subparagraph 11 of paragraph 2 of Article 33 of the Federal Law "On Limited Liability Companies" are taken by all participants of the company unanimously.
The remaining decisions are taken by a simple majority of votes of the total number of votes of the company's participants, unless the need for a larger number of votes to make such decisions is provided for by the Federal Law "On Limited Liability Companies" or this Charter.
30.9. Decisions of the general meeting of the company's participants are taken by open voting.
Article 31
31.1. The decision of the general meeting of the company's participants can be taken without holding a meeting (joint presence of the company's participants to discuss agenda items and make decisions on issues put to a vote) by absentee voting (by poll). Such voting can be carried out by exchanging documents by means of postal, telegraph, teletype, telephone, electronic or other communication, which ensures the authenticity of transmitted and received messages and their documentary confirmation.
The decision of the general meeting of the company's participants on the issues specified in subparagraph 5 of paragraph 26.1. Article 26 of this Charter, cannot be adopted by absentee voting (by poll).
31.2. The procedure for conducting absentee voting is determined by the internal document of the company, which should provide for the obligation to inform all participants of the company of the proposed agenda, the opportunity to familiarize all participants of the company with all the necessary information and materials before the start of voting, the opportunity to make proposals for the inclusion of additional issues in the agenda, the obligation to inform everyone participants of the company before the start of voting on the amended agenda, as well as the deadline for the end of the voting procedure.
Article 32
32.1. The sole executive body of the company is elected by the general meeting of the company's participants for a term of three years. The agreement between the company and the sole executive body of the company is signed on behalf of the company by the person who chaired the general meeting of the company's participants, at which the sole executive body of the company was elected, or by the company's member authorized by the decision of the general meeting of the company's participants.
32.2. Only an individual may act as the sole executive body of the company.
32.3. Sole executive body of the company:
1) acts on behalf of the company without a power of attorney, including representing its interests and making transactions;
2) issues powers of attorney for the right of representation on behalf of the company, including powers of attorney with the right of substitution;
3) issues orders on the appointment of employees of the company, on their transfer and dismissal, applies incentive measures and imposes disciplinary sanctions;
4) exercise other powers that are not referred by the Federal Law or the charter to the competence of the general meeting of participants in the company.
32.4. The procedure for the activities of the sole executive body of the company and the adoption of decisions by it is established by the charter of the company, internal documents of the company, as well as an agreement concluded between the company and the person exercising the functions of the sole executive body of the company.
Article 33. Responsibility of the sole executive body of the company
33.1. The sole executive body of the company, when exercising its rights and fulfilling its obligations, must act in the interests of the company in good faith and reasonably.
33.2. The sole executive body shall be liable to the company for losses caused to the company by its guilty actions (inaction), unless other grounds and amount of liability are established by federal laws.
33.3. When determining the grounds and amount of liability of the sole executive body, the usual conditions of business transactions and other circumstances relevant to the case must be taken into account.
Article 34
34.1. Transactions (including loans, credits, pledges, sureties) in which there is an interest of the sole executive body or an interest of a member of the company having, together with its affiliates, twenty or more percent of the total number of votes of the members of the company, as well as a person having the right to give obligatory instructions to the company, are made by the company in accordance with the provisions of Article 45 of the Federal Law "On Limited Liability Companies".
These persons are recognized as interested in the transaction by the company in cases where they, their spouses, parents, children, full and half brothers and sisters, adoptive parents and adopted and (or) their affiliates:
- are a party to the transaction or act in the interests of third parties in their relations with the company;
- own (each individually or in aggregate) twenty or more percent of shares (shares, shares) of a legal entity that is a party to a transaction or acts in the interests of third parties in their relations with the company;
- hold positions in the management bodies of a legal entity that is a party to a transaction or acts in the interests of third parties in their relations with the company, as well as positions in management bodies managing organization such legal entity;
- in other cases determined by the charter of the company.
34.2. The persons specified in the second paragraph of clause 34.1. of this article, must bring to the attention of the general meeting of participants of the company information:
- about legal entities in which they, their spouses, parents, children, full and half brothers and sisters, adoptive parents and adopted children and (or) their affiliates own twenty or more percent of shares (shares, shares);
- on legal entities in which they, their spouses, parents, children, full and half brothers and sisters, adoptive parents and adopted children and (or) their affiliates hold positions in management bodies;
- about the ongoing or proposed transactions known to them, in the commission of which they can be recognized as interested.
34.3. A transaction in which there is an interest must be approved by a decision of the general meeting of the company's participants.
The decision to approve a transaction in which there is an interest is taken by the general meeting of the company's participants by a majority vote of the total number of votes of the company's participants who are not interested in making such a transaction.
The decision to approve the transaction must indicate the person or persons who are parties, beneficiaries in the transaction, the price, subject of the transaction and its other essential conditions.
The general meeting of the company's participants may decide to approve a transaction in which there is an interest and which may be made in the future in the course of the company's ordinary business activities. At the same time, the decision to approve the transaction must specify the maximum amount for which such a transaction can be made. The decision to approve the transaction is valid until the next regular general meeting of the company's participants, unless otherwise provided by the said decision.
34.4. A transaction in which there is an interest does not require approval by the general meeting of the company's participants if the terms of such a transaction do not differ significantly from the terms of similar transactions (including a loan, credit, pledge, surety) made between the company and the person concerned in the process carrying out the ordinary business activities of the company that took place before the moment when the interested person was recognized as such in accordance with paragraph 1 of Article 45 of the Federal Law “On Limited Liability Companies. This exception applies only to transactions in which there is an interest and which were made from the moment when the interested person was recognized as such, until the next ordinary general meeting of the company's participants.
34.5. The provisions of Article 45 of the Federal Law "On Limited Liability Companies" do not apply to:
- companies consisting of one participant who simultaneously performs the functions of the sole executive body of this company;
- transactions in which all participants of the company are interested;
- relations arising from the transfer to the company of a share or part of a share in its authorized capital in the cases provided for by this Federal Law;
- relations arising from the transfer of rights to property in the process of reorganization of the company, including merger agreements and accession agreements;
- transactions, the completion of which is mandatory for the company in accordance with federal laws and (or) other regulatory legal acts of the Russian Federation and settlements for which are made according to fixed prices and tariffs established by the bodies authorized in the field of state regulation of prices and tariffs.
34.6. A person is recognized as affiliated in accordance with the requirements of the legislation of the Russian Federation.
Affiliated persons of the company are obliged to notify the company in writing of their shares or parts of shares no later than within ten days from the date of acquisition of the share or part of the share, which, taking into account the shares in the authorized capital of the company owned by the specified persons, provide the right to dispose of more than twenty percent of the votes from the total number of votes of the participants in this company. If, as a result of failure to provide the specified information through the fault of the affiliated person or untimely provision of it, property damage is caused to the company, the affiliated person shall be liable to the company in the amount of the damage caused.
Article 35. Major transactions
35.1. In order for the company to make a major transaction, the consent of the general meeting of participants is required.
35.2. A major transaction is a transaction (including a loan, credit, pledge, guarantee), or several interconnected transactions related to the acquisition, alienation or the possibility of alienation by the company directly or indirectly of property, the value of which is 25 (twenty-five) or more percent of the value property of the company, determined on the basis of data financial statements for the last reporting period preceding the day of the decision to make such transactions.
35.3. Major transactions do not include transactions made in the ordinary course of business.
35.4. The decision to approve a major transaction must indicate the persons who are parties, beneficiaries in the transaction, the price, the subject of the transaction and its other essential conditions. The decision may not indicate the persons who are parties, beneficiaries in the transaction, if the transaction is subject to conclusion at the auction, as well as in other cases, if the parties, beneficiaries cannot be determined by the time the major transaction is approved.
Article 36
36.1. In order to check and confirm the correctness of the company's annual reports and balance sheets, as well as to check the state of the company's current affairs, it has the right, by decision of the general meeting of the company's participants, to involve a professional auditor who is not connected by property interests with the company, the sole executive body or the company's participants.
36.2. At the request of any member of the company, an audit may be carried out by a professional auditor chosen by him, who must comply with the requirements established by part one of this article. In the event of such an audit, payment for the services of an auditor is carried out at the expense of the participant of the company, at the request of which it is carried out. Expenses of a member of the company for paying for the services of an auditor may be reimbursed to him by decision of the general meeting of members of the company at the expense of the company.
36.3. The involvement of an auditor to verify and confirm the correctness of the company's annual reports and balance sheets is mandatory in cases provided for by federal laws and other legal acts of the Russian Federation.
Article 37
37.1. The Company is not obliged to publish reports on its activities, except as otherwise provided by federal laws.
37.2. In case of public placement of bonds and other issue-grade securities, the company is obliged to publish annually annual reports and balance sheets, as well as disclose other information about its activities, provided for by federal laws and regulations adopted in accordance with them.
Article 38. Storage of company documents and provision of information by the company
38.1. The company is obliged to keep the following documents:
An agreement on the establishment of a company, except for the case of the establishment of a company by one person, a decision on the establishment of a company, the charter of the company, as well as amendments made to the charter of the company and duly registered;
- the minutes (minutes) of the meeting of the founders of the company, containing the decision on the establishment of the company and on the approval of the monetary value of non-monetary contributions to the authorized capital of the company, as well as other decisions related to the creation of the company;
- a document confirming the state registration of the company;
- documents confirming the company's rights to property on its balance sheet;
- internal documents of the company;
- regulations on branches and representative offices of the company;
- documents related to the issue of bonds and other equity securities of the company;
- minutes of general meetings of the company's participants;
- lists of affiliated persons of the company;
- conclusions of the audit commission, auditor, state and municipal bodies financial control;
- other documents stipulated by federal laws and other legal acts of the Russian Federation. The Company keeps the documents provided for in clause 38.1. of this article, at the location of its sole executive body or in another place known and accessible to the participants of the company.
38.2. The Society organizes the work of the military registration table and is responsible for violation of the rules of military registration in accordance with the current legislation of the Russian Federation.
The company is responsible for the safety of documents on the personnel of employees and is obliged to transfer them to the archive for state storage in the prescribed manner upon termination of the company's activities.
38.3. The Company ensures the procedure for storing documents provided for by the current legislation of the Russian Federation.
The company is obliged to provide the participants of the company with access to the judicial acts it has on a dispute related to the creation of a company, its management or participation in it, including rulings on initiating arbitration court proceedings on the case and the acceptance of a statement of claim or statement on changing the basis or subject of a previously filed claim. The company, at the request of a member of the company, is obliged to provide him with access to the documents provided for in paragraphs 1 and 3 of Article 50 of the Federal Law "On Limited Liability Companies". Within three days from the date of presentation of the relevant request by the company's participant, these documents must be provided by the company for review at the premises of the company's executive body. The company, at the request of a member of the company, is obliged to provide him with copies of these documents. The fee charged by the company for the provision of such copies may not exceed the cost of making them.
Chapter IV. REORGANIZATION AND LIQUIDATION OF THE COMPANY
Article 39. Reorganization of a company
39.1. The Company may be voluntarily reorganized in the manner prescribed by the Federal Law.
Other grounds and procedure for the reorganization of the company are determined Civil Code Russian Federation and other federal laws.
39.2. The reorganization of a company can be carried out in the form of merger, accession, division, separation and transformation.
39.3. The company is considered reorganized, except for cases of reorganization in the form of affiliation, from the moment of state registration of legal entities created as a result of reorganization.
39.4. The reorganized company, after making an entry in the unified state register of legal entities about the beginning of the reorganization procedure, twice with a frequency of once a month, places in the media, in which data on the state registration of legal entities are published, a message about its reorganization. If two or more companies are involved in the reorganization, a notice of reorganization is published on behalf of all companies participating in the reorganization by the company that was the last to make a decision on reorganization or by a certain merger agreement or accession agreement. At the same time, the creditors of the company, not later than within thirty days from the date of the last publication of the notice on the reorganization of the company, have the right to demand in writing the early fulfillment of the corresponding obligation by the debtor, and if it is impossible to fulfill such an obligation ahead of time, its termination and compensation for the related losses.
Article 40. Liquidation of a company
40.1. The Company may be liquidated voluntarily in accordance with the procedure established by the Civil Code of the Russian Federation, taking into account the requirements of the Federal Law. The company may also be liquidated by a court decision on the grounds provided for by the Civil Code of the Russian Federation.
The liquidation of a company entails its termination without the transfer of rights and obligations by way of succession to other persons.
40.2. The decision of the general meeting of the company's participants on the voluntary liquidation of the company and the appointment of a liquidation commission is made at the proposal of the sole executive body or the company's participant.
The general meeting of participants in the company decides on the liquidation of the company and the appointment, in agreement with the body that carries out state registration of legal entities, the liquidation commission.
40.3. From the moment of appointment of the liquidation commission, all powers to manage the affairs of the company are transferred to it. The liquidation commission, on behalf of the liquidated company, acts in court.
40.4. The procedure for the liquidation of a company is determined by the Civil Code of the Russian Federation and other federal laws.
Article 41
41.1. The property of the company remaining after the completion of settlements with creditors is distributed by the liquidation commission among the participants of the company in the following order:
- in the first place, the distribution to the participants of the company of the distributed, but unpaid part of the profit is carried out;
- secondly, the distribution of the property of the liquidated company among the participants of the company is carried out in proportion to their shares in the authorized capital of the company.
41.2. The requirements of each queue are satisfied after the requirements of the previous queue are fully satisfied. If the property of the company is not enough to pay the distributed but unpaid part of the profit, the property of the company is distributed among its participants in proportion to their shares in the authorized capital of the company.
If you have a need, then the first step is to decide on the composition of the founders of the Society. It is important at the very beginning to separate assistants from fellow travelers. After all, the law imposes certain restrictions on the composition of participants.
The possibility of registering an LLC with two or more founders
The minimum composition of the founders of an LLC is not limited in any way. Therefore, two or three participants is a normal phenomenon. With such a number of founders, the order of their interaction should be prescribed. The only quantitative condition for the founders of an LLC is that if there are more than fifty of them, then an OJSC must be opened.
The following persons may register as members of an LLC:
- Citizens of our country who have reached the age of majority.
- Companies with Russian and foreign registration.
Can not:
- Civil servants, including military and officials.
- Deputies of the State Duma and the Federation Council.
- State authorities of the country and local self-government in the regions.
You can register an LLC using the services of specialized companies. But this procedure is quite transparent and not very complicated, so it is not difficult to save money and register yourself, spending only your own time.
Read below about documents for registering an LLC with 2, 3 or more founders.
This video will tell you how to prepare for the registration of an LLC with several founders:
Required documents
The set of documents that are needed to register an LLC with two, three (several) founders cannot be called very extensive. It includes:
- Application for registration ().
- Agreed, approved and registered articles of association.
- Minutes of the meeting of all founders on the creation of LLC.
- Documentary evidence of payment of state duty.
- If you wish, immediately go to the USN statement about this.
- When submitting documents to the Federal Tax Service, applicants (the entire composition of the founders) must have passports with a certified copy.
Drawing up an application
Drawing up an application for registration of an LLC with several founders (two, three or more) has its own characteristics. They relate to the introduction of information about the founders.
- For each founder from the category of individuals, a separate sheet B of the application (two pages) is filled out, and if there are legal entities, then for each of them - sheet A of the same volume.
- The rest of the filling is standard.
- To avoid mistakes, you can do this on the website of the FTS inspection online.
You can download an application for registration of an LLC with two founders.
Application for registration of LLC with two founders
Application for registration of an LLC with two founders - 1
Application for registration of an LLC with two founders - 2
Application for registration of an LLC with two founders - 3
Application for registration of an LLC with two founders - 4
Application for registration of an LLC with two founders - 5
Application for registration of an LLC with two founders - 6
Application for registration of an LLC with two founders - 7
Application for registration of an LLC with two founders - 8
Application for registration of an LLC with two founders - 9
Application for registration of an LLC with two founders - 10
Application for registration of an LLC with two founders - 11
Application for registration of an LLC with two founders - 12
Application for registration of an LLC with two founders - 13
Application for registration of an LLC with two founders - 14
Application for registration of an LLC with two founders - 15
Application for registration of an LLC with two founders - 16
Application for registration of an LLC with two founders - 17
Application for registration of an LLC with two founders - 18
Step-by-step instruction
Those who decide to start registering an LLC on their own should first familiarize themselves with step by step instructions this procedure. In general, the registration process can be divided into two major stages:
- preparatory activities.
- The actual registration.
And in more detail it looks like this:
- The final determination of the composition of the founders who are ready to work in the newly created LLC.
- Name choice. Two versions must be submitted - full and abbreviated. The name is chosen taking into account a number of restrictions imposed by law.
- . This is an indispensable condition, and registration is not possible without written confirmation of its implementation. Since an unregistered LLC does not have the right to conduct economic activity, then the warranty will suffice.
- Definition of the scope of the LLC. The code of the type of activity is selected according to the classifier and must have at least four characters. Several (about twenty) additional ones can be added to one main one.
- Coordination and approval of the charter. The document must be approved at the meeting of the founders unanimously. This is a fundamental act that fixes the name and location of the LLC, as well as data on the founders, their rights and obligations. In addition, it should reflect the financial and economic aspects of the company's activities, the size of the authorized capital, the shares of participants and the distribution of profits.
- It is advisable to decide in advance on the choice of taxation system. This will make registration easier.
- And preparatory measures are concluded by choosing one of the founders, who will directly deal with the registration procedure.
- He will prepare a set of documents for submission to the Federal Tax Service, indicated above.
- Payment of state duty in any convenient way.
- After everything is prepared, you can apply for registration. The Federal Tax Service Inspectorate must be chosen at the place of registration of the Company. It should be remembered that the applicant is considered not only the one who prepared the documents, but all the participants of the LLC, and their signatures must be on the individual for each sheet H of the application for registration. The fact of the transfer of documents is recorded by a receipt.
- Registration. Employees tax service within three working days, they must make the appropriate changes to the state register and register the LLC. After that, the documents confirming the registration and the codes assigned to the company are issued to the applicants.
This video will tell you about registering an LLC with several founders:
Payment of state duty
So, how to pay the fee for registering an LLC if there are 2, 3 or more founders? The state duty for registering an LLC is 4,000 rubles. With two or more founders of the Company, it is paid by each of them separately, and in equal shares. Accordingly, everyone must attach receipts of payment to the package of documents.
You can pay the fee at a bank branch, terminal or via the Internet from a bank card.
It is important to specify the correct details of the Federal Tax Service when paying. Then the money will go where it needs to go. And don't forget about and.
Raised in this video important question on the liability of several founders of an LLC:
Answers ( 13 )
buy themselves a new director
what is written in the memorandum of association
As the saying goes, you can't...don't torture...
First, look in the Articles of Association (and not in the memorandum of association) by which qualified majority a decision is made on the issue of changing the head.
If the total number of shares of the two participants allows you to make a decision to change the leader, then two invite a third and vote - their two shares are "for" against one share "against" and change the leader.
If, for example, the Charter states that the change of the head occurs only unanimously, or two shares of these participants are not enough to reach a qualified majority to decide on this issue, then, alas, this is either a voluntary withdrawal of powers by the existing head, or you offer him to buy it out share, or if there is an offense in the actions of the leader, then in a judicial proceeding through the "expulsion" of this "evil" participant-leader.invested $ 25 million and launched production
the board of directors changed the charter
The poor fellow had no choice but to return to his homeland ...
Nodar Chincharauli, you told some painfully terrible and ... implausible tale.
Firstly, a sane investor who has at least something to invest, and not $ 25 million, will not invest without hiring a team of lawyers, financiers, managers, etc. to study the prospects of investments, the degree of risk and "pitfalls", and not having received an answer, which is more or less "very good". If he didn’t do this, but simply threw $ 25 million, then he is not a poor fellow, but a complete sucker, and suckers don’t have such millions, it means either a gun dealer or a drug dealer, and therefore it’s not a pity.
Secondly, the issue of changing the Articles of Association is referred to the competence of the General Meeting of Members of the Company and the Board of Directors is NOT entitled to decide on changing the Articles of Association of the Company.
Thirdly, to invest $ 25 million without becoming a member of the company, and even more so in an enterprise that has not been working for a year, that is, it was on the verge of bankruptcy, if not already bankrupt, that is, it cost 0 or "in the red" - this is complete losharstvo - see paragraph one.
So there are true horror stories, and this horror story is just for investors from Pindostan. And the scammer, by the way, both domestic and international thrives in Pindosia itself - and how else to call Pindostan's debt of 20 trillion. $ and...the main thing is not going to be given to anyone, but they take more and more. Mavrodi in the next world nervously smokes on the sidelines with Ostap Bender ...
It all depends on what is written in the Memorandum of Association! Therefore, there can be no unequivocal answer until its content is known in terms of decision-making issues on various issues, incl. and on the appointment / dismissal of the management of the company.
Let me tell you a story from my life. Maybe someone will come in handy.
So, there was one LLC, and this LLC had not even three, but four whole equal, in the sense of equal founders. All equal founders were different directors, technical, commercial, etc., and one as much as the general director. At first everything went well, but then the directors, who were smaller, began to notice that the general director, although he was working very hard, was increasingly not for the benefit of the LLC, but for the benefit of his beloved. Moreover, to the detriment of the native LLC and all other directors.
All the other equal directors, of course, were indignant and convened a general extraordinary meeting of owners, at which they decided by an overwhelming majority of votes (three against one, with no abstentions) to get rid of their thieving colleague, about which they immediately, without leaving the cash desk, wrote the appropriate order , with which the thieving CEO, of course, did not agree. Even despite the fact that compassionate colleagues provided for him a small but very cozy golden parachute.
I would like to note that the initiators of this whole bodyagi did everything correctly, in full accordance with the requirements of the LLC Charter and the relevant articles of the Labor Code of the Russian Federation.
Nevertheless, the CEO, offended to the core, decided to sue his colleagues. Having rightly decided that not the one who is right, and even not the one who has more rights, but the one whose lawyer is cooler, will be right in court, the disgraced CEO did not stint on the most expensive lawyer, known not only for his astronomical fees and warm friendly relations with some judges, but also by the fact that with his help in various courts the most notorious professional fraudsters received the status of respectable law-abiding citizens and even innocent victims.
Litigation has been protracted. Are still ongoing. How it will end, no one knows. Except for the star lawyer, of course. Only one thing is known - the once prosperous LLC is dying right before our eyes, apparently, it will become bankrupt in the near future, as you might guess, not without the help of the disgraced general director and his lawyer, unless, of course, the obstinate directors who started all this bodiya do not take up their mind and do not repent to their general colleague. The all-powerful lawyer has already warned them about this ...
I will not draw any conclusions from this story. I will give this opportunity to my grateful readers.
And the Charter of the enterprise is not a hindrance to swindlers - In my example, the plant, which stood idle for more than a year, lured an American investor. He invested $ 25 million and started production. After that, the board of directors changed the charter - changing the clause according to which only those elected by the boards themselves began to enter the board ... and the investor was kicked out. The poor fellow had no choice but to return to his homeland ...
Please pay attention to how strange it is in Russia, and even in Ukraine. entrepreneurs. Establish an LLC or other entrepreneurial structure, conclude memorandums of association between themselves and approve the charters of their corporate companies or enterprises, entrust their management to individual founding partners or third-party hired managers, but do not think through and do not fix in founding documents how to protect your interests from the illiterate or malicious actions of such managers (directors), as without any special problems, that is, it is legal to clean up your enterprises from mediocrities and grabbers, other pests. With A. Gorshkov’s recommendations on the procedure for dismissing a self-interested director )Ltd & Compliant memorandum of association and the charter of the LLC, I agree, but such decisions should also take into account how to actually execute the decision to dismiss, in particular, the removal of the seal and other attributes of power, as well as the actual elimination of the opportunities for the dismissed director to continue his rat-mongering and harm the enterprise and its founders. It is clear that the dismissal of one of the three founders from the position of director does not deprive him of the rights of the founder and opportunities for the affairs of the LLC by participating in meetings of the founders and exercising other powers, for example, by submitting requirements for audits by the audit commission or external audit. Of course, the dismissed person has the right to go to court, in connection with which it is necessary to treat dismissals responsibly and in compliance with the law and infringe on the rights of the dismissed person, that is, not give rise to litigation and squabbles that eat up the resources of entrepreneurs. In general, everything must be done not only according to the law, but also according to reason, conscience and justice. V. Gerasimov's warning about the possibilities of using litigation to retaliate for dismissal or other completely legal punishment is based on real practice. Making enemies without having the strength and means to overcome their attacks is an irrational exercise. N. Demidenko, Odessa.
Elena Shirokovtseva and commentators of her appeal!
Please pay attention to how strange it is in Russia, and even in Ukraine. entrepreneurs. They create an LLC or other business structure, conclude constituent agreements between themselves and approve the charters of their corporate companies or enterprises, entrust their management to individual founding partners or third-party hired managers, but do not think through and do not fix in the constituent documents how to protect their interests from illiterate or malicious actions of such managers (directors, as without any special problems, that is, legally, to clean up their enterprises from mediocrities and grabbers, other pests. With A. Gorshkov's recommendations on the procedure for dismissing a greedy director by an authorized meeting of founders (participants) of an LLC and in compliance with the norms of the memorandum of association and the charter of the LLC, I agree, but such decisions should also take into account how to actually execute the decision to dismiss, in particular, how to confiscate the seal and other attributes of power, as well as the actual elimination of the ability of the dismissed director to continue his rattling and sabotage about the company and its founders. It is clear that the dismissal of one of the three founders from the position of director does not deprive him of the rights of the founder and the ability to manage the affairs of the LLC by participating in meetings of the founders and exercising other powers, for example, by submitting requests for audits by the audit commission or external audit. Of course, the dismissed person has the right to go to court, in connection with which it is necessary to treat dismissals responsibly and in compliance with the law and without infringing on the rights of the dismissed person, that is, not to give grounds for litigation and squabbles that eat up the resources of entrepreneurs. In general, everything must be done not only according to the law, but also according to reason, conscience and justice. V. Gerasimov's warning about the possibilities of using litigation to retaliate for dismissal or other completely legal punishment is based on real practice. Making enemies without having the strength and means to overcome their attacks is an irrational exercise. N. Demidenko, Odessa.
Nodar Chincharauli is right that the charter is not a hindrance to swindlers and other amateurs to cash in on someone else's expense. The example he gave of how an American investor was fooled into former (in the USSR) compatriots only shows that American investors are suckers and sometimes too gullibly try to multiply their capital at the expense of Russians. Ukrainian and other post-Soviet start-up entrepreneurs. Although I know many examples of fraud and scams on the part of foreign investors, in the role of which our emigrants most often act. There was a case when a US company sent a Ukrainian company 350 thousand dollars. as a contribution to the statutory fund and for the acquisition technological equipment. The money received was immediately sent by the gullible or accommodating director of the Ukrainian enterprise to the account of the equipment seller in the same states. As a result, the equipment never arrived, and a foreign investor settled in a Ukrainian enterprise with such a share in statutory fund, which gave him the right to run this enterprise and change directors easier than gloves. Unfortunately. investments from abroad is a similarity Trojan horse. And here we must be on our guard and not wait for manna from heaven. Nikolay Demidenko. Odessa.
