constituent documents of LLC

The constituent documents of the LLC are the charter andmemorandum of association. According to the latter, the participants of the society are obliged to create an organization and to approve the strict order of their general activities. The contract specifies the composition of the participants (founders) of the company, the amount of the authorized capital of the enterprise or organization and the share of each of the participants, as well as the amount of their interest and the composition of the deposits. Clear terms and procedure for making approved amounts in the capital during its establishment, the responsibility of all shareholders for violation of the duties related to the contribution is also specified in the company's documents.

Constituent documents of LLC, constituentthe contract in particular, should also contain the procedure and conditions for the distribution of profits between the people who invested the funds and the composition of the management bodies of this society, as well as a clear procedure for the founders to leave it.

In the charter of any LLC mustcontains the following items: the short and full name of the organization, its exact address, the composition and competence of the company's management bodies, information on the amount of capital, as well as the value (nominal), the obligations and rights of all founders, and information on the redistribution of shares between them. This also includes information about the storage of documents and the procedure for providing data to all shareholders.

Based on the memorandum of association and the articles of association(constituent documents of the LLC), a specific company in the person of a certain management body may act as a participant in civil turnover, as well as a subject of tax, labor and other various legal relationships. The charter, subject to the general legislative requirements, individualizes the status of a legal entity of a particular organization.

When exactly changes are made to the constituentdocuments LLC? When re-registering or changing the location of the company (because the crisis is constantly increasing rents, the owners of organizations are looking for cheaper options, etc.). The Tax Service does not encourage the discrepancy between the actual and legal addresses.

The constituent documents of the LLC require mandatorymaking changes and in case of exit from the business of one of the participants. The specific value of its share is calculated from the accounting records for one month preceding the month of submission of the application by the founder to withdraw from the company. The calculated amount or part of the property is transferred to the former shareholder no later than three months later.

If there are unregistered changes in the society, its activities will be recognized as illegal, and bank accounts will be blocked.

A regulated list of grounds that serve to amend the constituent documents of the LLC:

1. change of the passport or any of its data from the company's participants;

2. change in the amount of capital, the composition of shareholders;

3. the change in the distribution of the shares of capital, the main types of economic activity, the legal form of ownership;

4. The new name of the organization, if it changes;

5. change of director.

List of documents required for making changes:

1. OGRN certificate (from the tax authority);

2. certificate of the taxpayer-TIN;

3. the latest edition of the current charter;

4. constituent document of LLC (limited liability company), that is agreement;

5. special documents on which you can check the full payment of all shares of the authorized capital;

6. the minutes of the meeting of (common) all participants (or the decision of the sole shareholder, if it is one) on the establishment of the organization;

7. The order on appointment of the current head (director) of the company;

8. And, finally, an extract from the Unified State Register of Legal Entities.

Signatures on the application for re-registration and making changes are certified by a notary. To do this, you must necessarily have the originals of all the documents listed above.