Constituent documents of LLC

The constituent documents of the LLC are the charter and the memorandum 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 common 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 deposits. Clear terms and procedure for making approved amounts in the capital in the process of its establishment, the responsibility of all shareholders for violation of the duties related to the contribution is also specified in the company's documents.

The constituent documents of the LLC, the memorandum of association in particular, must also contain the procedure and conditions for the distribution of profits between the people who invested and the composition of the management bodies of the given company, as well as a clear procedure for the founders to leave it.

The charter of any LLC must contain 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, information on the redistribution of shares between Them. This also includes information on the storage of documents and the procedure for providing data to all shareholders.

On the basis of the memorandum of association and the charter (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 general legislative requirements, individualizes the status of a legal entity of a particular organization.

When exactly are the changes made to the constituent documents of the 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 mandatory changes to be made in the event that one of the participants leaves the business. The specific value of its share is calculated from the records of the accounting department 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 unregistered changes have taken place 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, 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 version of the applicable 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 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. For this, you must necessarily have the originals of all the documents listed above.