The main sections of the memorandum of association. Memorandum of Association as the main regulator of relations between the founders of a legal entity As a constituent document, they have a constituent agreement

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

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

LLC Charter

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

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

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

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

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

Changes to the Articles of Association of LLC

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

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

Memorandum of association

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

The constituent agreement is concluded by the participants of the organization in the form of a limited liability company at the stage of its creation. The conclusion of this agreement is not a prerequisite for registration and subsequent activities legal entity, therefore, the question of carrying out this procedure is left to the discretion of the founders.

When forming joint-stock companies, it is possible to conclude a similar agreement, which is called an agreement on the creation of a company. The memorandum of association does not have the status of a constituent document, is not available in various government bodies for the legal entity to exercise its own rights, fulfill its obligations.

How to conclude a memorandum of association?

To conclude a memorandum of association, future members of the company must agree on all its main conditions. Usually, this agreement is signed before the charter of the legal entity is drawn up, sometimes the memorandum of association makes reference to the charter, which supplements and deciphers some of the conditions of this transaction.

The main issues that, when signing the memorandum of association and fixed in its text, are the conditions for the transfer of property created organization, features of participation in this company of founders, rules for the distribution of profits, losses, methods of managing the company, and other significant points. After that, the founders draw up a written text of the agreement, which is signed by each of them. After reaching an agreement between the participants, the memorandum of association comes into force.

What can be included in a memorandum of association?

Structurally, the memorandum of association usually includes an introductory, main and final part. In the introductory part, the purpose of concluding the contract is indicated, its parties are named, the name, organizational and legal form created legal entity. Also in this block information about the type of activity and the location of the future company is recorded.

The main part describes the obligations of the participants, the procedure for the formation of the company's property, the features of the formation of management bodies, the procedure for distributing profits and other significant issues. In the final part, the participants agree on the procedure for resolving disputes that may arise in the future, and also determine the conditions for a possible change, termination of the contract later.

We are preparing a memorandum of association for LLC 2020, which includes two or more founders.

Agreement on the establishment of a limited liability company is an agreement between the founders of the company. Since 2009, the contract does not apply to and is not submitted to tax office to register an LLC, but you still need to conclude it.

The Memorandum of Association of the LLC can be downloaded in pdf format at the link below. Download the sample absolutely free!

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Agreement on the establishment of the organization

The point is not only that such an obligation is established by law (Article 89 of the Civil Code of the Russian Federation and Article 11 No. 14-FZ “On LLC”), but also in the practical value of this document:

The agreement on the establishment of an LLC with two or more founders confirms the intention of the parties to create a company and start activities aimed at making a profit.
B no longer includes information about the participants, so you can find out who exactly founded the company from the extract from the Unified State Register of Legal Entities or from the agreement on establishment. Also remember that the document is written for several participants. Don't take it as an example.
When alienating a share in an LLC (sale, inheritance, donation), the contract proves the ownership of a particular participant, on the basis of which the notary draws up the transaction.

The only participant in an LLC, of course, should not enter into an agreement, because. is the sole owner of the property of the organization. The memorandum of association can be downloaded below.

Mandatory and additional conditions

The law defines the following mandatory conditions an agreement by which the parties agree to establish a company:

Date and place of detention (locality).
Information about the founders of the organization. In a relationship individuals must be specified full name, data of the identity document, address of the place of residence. If the founder is a legal entity, then they report the full company name, legal address, main identifying codes (TIN, KPP, OGRN), information about the person who acts on his behalf, and details of the document confirming the authority.
Information about the organization being created: full company name and location or full legal address where the head of the company (sole executive body) will be located. The legal address of an LLC can be either an office space or the registration of a director or member.
The size of the authorized capital of the company. In most cases, the minimum amount of the UK is only 10,000 rubles, but for some types of activities (banks, Insurance companies, alcohol producers, etc.) large amounts are established by law. Minimum size of the authorized capital is paid only in cash, but in addition it is also allowed to make property contributions.
Distribution of shares between the founders in percentages or fractions, indicating their nominal value.
The procedure for adding shares. The period for depositing the authorized capital is limited to 4 months from the date of registration. There are no administrative or tax sanctions for violation of this deadline, however, the parties to the agreement may make a condition on the liability of the founder for the delay.

In addition, the owners of the company have the right, by mutual agreement, to indicate additional terms which they consider important. This may be the procedure for approving the charter, electing executive bodies, distributing the costs of creating an LLC, appointing a person responsible for registration, etc. An agreement on the establishment of an LLC with two or more parties is concluded in writing and signed by all founders.

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1. The concept of a memorandum of association

In cases where the share is alienated in full, the place of the participant who has carried out the alienation of the share is taken by the acquirer of the share, to whom the corporate rights and obligations are transferred. In the event of a partial alienation of a share, the participant who has alienated part of the share remains, along with the acquirer of the part of the share, a participant in the corporate legal relationship. In other words, by acquiring a share (part of a share), the subject becomes the legal successor of the alienator of the share (part of the share). But succession is not possible for all the rights that the alienator of the share possessed. According to paragraph 2 of Art. 8 of the Law on Limited Liability Companies, additional rights (for example, the right to receive company services free of charge) granted to a certain participant in a limited liability company, in the event of alienation of his share (part of the share), do not transfer to the acquirer of the share (part of the share). This manifests the principle of non-transferability of the special rights of an individual member of the corporation, granted to him by the constituent documents.

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

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

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

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

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

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

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

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

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

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

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

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

The memorandum of association may consist of the following sections:

1. Introduction.

2. The purpose of the conclusion of the contract.

3. Name and legal form of the organization.

4. Subject of activity.

5. Location of the organization.

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

7. Procedure for the formation of property.

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

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

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

11. Rights and obligations of participants (founders).

12. Liability for breach of contract.

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

14. Procedure for consideration of disputes.

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

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

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

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

The organization is considered established and acquires the right of a legal entity from the date of state registration. To the relevant state bodies, they submit: the memorandum of association and the charter or only the memorandum of association.

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