Subtleties in the decision of the sole founder of LLC. The correct procedure for drawing up the minutes of the general meeting of participants of the LLC The organization pays dividends by drawing up the minutes of the general meeting of participants. How to correctly number the minutes every year

Minutes of the general meeting of LLC participants is a document that records the agreements of the organization's participants on agenda items. After studying the article, the reader will find out what this document is, how it is drawn up, what its form and content is, whether the protocol is subject to notarization, in what order it is signed. You can download a sample of the document in question from the link at the end of the article.

Issues related to the activities of the LLC are regulated by the Federal Law “On LLC” dated February 8, 1998 No. 14 and the Civil Code of the Russian Federation. These regulations also contain requirements for the minutes of meetings, but first things first.

The main body of a limited liability company, which consists of several participants, is the general meeting (part 1 of article 32 of the Federal Law No. 14). Its jurisdiction includes the resolution of various issues that can be divided into two large groups:

Issues that are within the competence of the meeting on the basis of the requirements of the law, in particular Federal Law No. 14 and the Civil Code of the Russian Federation.
Issues that the general meeting resolves on the basis of the Charter.

In order to resolve issues, meetings are held in organizations. They, by virtue of the requirements of Part 1 of Art. 32 of Federal Law No. 14 can be held both in the regular order and in the extraordinary one. All topics for the agenda of the future meeting are set in advance, and only such pre-set topics are discussed and resolved.

The document that is drawn up following the results of the meeting is the minutes. The minutes of the general meeting of participants in an LLC are kept by the chairman or secretary of the meeting.

What are the legal requirements for the content of the protocol?

The requirements for the minutes of the general meeting of LLC participants are enshrined in Art. 181.2 of the Civil Code of the Russian Federation. For the protocol and the decision of one participant, they are common, but in fact they are different documents, and it is necessary to understand this.

The protocol contains various information, namely:

Date, time of the meeting.
The place where it was held.
Information about the participants of the firm who took part in the meeting.
Information about the results of voting on all issues that were discussed.
Information about the persons who carried out the counting of votes following the voting results.
Details of who voted against any item on the agenda, if such persons have requested that the details be included in the minutes.

These are mandatory requirements; without their observance, the protocol cannot be recognized as valid, and the meeting cannot be held. At the same time, it is advisable to reflect additional information in the document, which, although not mandatory, allows you to individualize the document and avoid possible disputes regarding the course of the meeting and the voting procedure.

Optional information includes:

Sequence number of the protocol (for office purposes).
Information about who spoke during the discussion of each issue, what arguments he cited (to fix the attitude of the participants to the merits of certain issues).
Data on how the voting was carried out and what vote each participant gave (for, against, abstained).

In what form is the protocol drawn up and is it required to be notarized?

The form of the minutes of the general meeting of participants in an LLC is written, which is expressly stated in paragraph 3 of Art. 181.2 of the Civil Code of the Russian Federation. The legislation also requires notarial certification of the minutes of the general meetings of the LLC.

However, certification of the minutes of meetings of an LLC by a notary may not be carried out if another method of certification is specified in the Charter, or absolutely all participants in the meeting voted for the protocol to be certified not by a notary, but otherwise.

But how to certify the minutes of the general meeting of LLC participants in another way? The answer to this question is contained in paragraph 3 of Art. 67.1 of the Civil Code of the Russian Federation. The use of technical means, in particular, video recording, is allowed. In addition, it is possible to sign the protocol both by all participants and by some of the participants, in confirmation of the fact of its compilation.

Other methods are not excluded, but it is advisable to stipulate them in the Charter of the company. If there is a unanimous decision that the protocol will not be notarized, or there are no corresponding provisions in the Charter, a notary will have to be invited.

Of course, if there is only one participant in the organization, then notarization of his decision is not required.

Numbering the minutes of the general meeting of participants in the LLC and assigning it an individual number

To facilitate the workflow in the organization, it is recommended to assign an individual number to each protocol. The procedure for assigning numbers is not specified by law; accordingly, you can develop and adopt your own numbering system.

In practice, sequential numbering is sufficient, for example, the minutes of the general meeting No. 1, 2, 3, etc. Do not forget about the date of the document. Its affixing is a great way to individualize a document. In addition, the indication of the date is mandatory by law.

According to the requirements of Part 6 of Art. 37 of the Federal Law No. 44, the protocols are filed in a common book. Members of the company may at any time request data from such a book. The law does not contain other requirements, respectively, the resolution of the issue of the numbering of protocols and their identification lies on the shoulders of the participants of the organization, the chairman and the secretary of the meeting.

Who signs the minutes of the general meeting of LLC participants?

According to the requirements of paragraph 3 of Art. 181.2 of the Civil Code of the Russian Federation, the following signatures must be reflected in the protocol:

Chairman of the meeting.
Secretary.

Any member of the LLC can be the chairman of the meeting. Before each meeting, elections are held, which is prescribed in paragraph 5 of Art. 37 of the Federal Law No. 14. The decision on the choice is made by a majority of votes.

The list of persons who have the right to open a meeting and start the procedure for electing a chairman is established by paragraph 4 of Art. 37 FZ No. 14.

It could be a sole executive agency; chairman of the collegial body, board of directors; auditor or auditor; the initiator of the meeting from among the participants of the LLC.

How do I send the minutes to the meeting participants, and is it required to do so?

According to the requirements of paragraph 6 of Art. 37 of the Federal Law No. 14, the protocol must be sent to the participants of the organization. The direction is carried out by the person keeping the minutes of the meeting. The action must be taken within 10 days after the meeting has taken place.

You can send the protocol by mail, but this should be done by registered mail. This method will confirm that the document was actually sent.

It should be noted that the Charter of the organization may contain additional requirements for the procedure for sending the document. For example, it may indicate that copies of the protocol must be received in person, at the address of the organization's location, or delivered by courier service. In connection with the possibility of specifying the procedure for sending the protocol in the Charter, it is recommended that you familiarize yourself with its provisions and understand whether such requirements are contained or not.

Thus, we can conclude that the minutes of the LLC meeting are a mandatory document that confirms the holding of the meeting, reflects the results of voting on each item on the agenda. It is drawn up in writing, certified by a notary, or in another way specified in the Charter of the organization. It is recommended to reflect the date and number of the document in the protocol. It is subject to signing by the chairman and secretary of the meeting and must be sent to the participants of the meeting within 10 days from the date of its compilation.

Documents for download

Download Sample Protocol

In addition, there is a specific case established by law, when the sole founder of an LLC is obliged annually, from March to June, to make a decision based on the results of the previous year regarding the distribution of net profit and the approval of the annual report and balance sheet.

If you are going to become the sole founder of an LLC or your already fully functioning enterprise requires amendments to the charter, then you should start all steps to achieve these goals precisely from the execution of the decision of the sole founder (participant). At the legislative level, a specific form is not fixed, and an exhaustive content for the execution of this decision is not established. However, in order to avoid misunderstandings with the tax authorities, certain strict rules should be followed when drawing up a decision, one of which is its structure.

The structure of the decision of the sole founder of an LLC must contain the following elements: header, direct text of the decision, footer (certification of the decision).

Requirements for the content of the decision of the sole founder of LLC

Let's consider the design of each of the elements of the solution in more detail, using the example of the abstract Rick LLC, which will be opened in Moscow.

1. Hat.

the word "Decision", located in the middle of the document and written with a capital letter;
the text “of the sole founder on the creation of a limited liability company”, while the type of company is written in full, and not using the abbreviation LLC;
the name of the company, necessarily enclosed in quotation marks;
the date of the decision is on the right side of the document, the place of conclusion is on the left side.

Solution header template

2. Decision.

Since the decision itself is a consequence of various phenomena occurring in the life of an LLC, such as registration, liquidation, amendments to its charter, summing up the results of the year, then, accordingly, the text of the decision will have different options. However, it must contain the required sections:

Information about the applicant, which begins with the text "I".
Next, information about the sole founder (participant) is entered.

But depending on the fact, whether it is an individual or a legal entity, different data will be displayed:

At individual, the sole founder, you should enter the full name, passport details in full, registration address in full with a postal code.
At legal entity the name is entered in full, the legal address in full, TIN, OGRN, KPP, as well as information about the head of the organization or other representative by proxy, made in a format similar to the previous paragraph.

The enumeration of these data should be completed with the following text: “made a decision” or “I make a decision”, after which a colon should be put.

Thus, the introductory part of our example with a single founder - an individual, Mr. Ivanov, will look like this:

After such an introduction, a complete list of the points adopted in the decision should be placed, each of which should be placed under a separate number on a new line. Each of these items should answer only one question “what to do?”, capitalized and ended with a period.

An example of the text of the decision:

Create Limited Liability Company "Rick".
Approve the full company name in Russian: Limited Liability Company "Rik".
Approve the abbreviated corporate name in Russian: Rick LLC.
Approve the location of the company: 125187, Moscow, st. Festivalnaya, 71, office 304.
Approve the charter of the Limited Liability Company "Rik".
Determine the authorized capital in the amount of 10,000 (ten thousand), pay 100% of the authorized capital in cash within 4 months from the date of registration of the company.
The size and nominal value of the share of the founder of the company Ivanov Ivan Ivanovich in the authorized capital shall be determined in the following order:
- a share in the amount of 100% of the authorized capital of the company with a nominal value of 10,000 rubles.
Appoint CEO Ivanov Ivan Ivanovich, passport of a citizen of the Russian Federation 2814 No. 014682 issued by the department of the Federal Migration Service of Russia for the mountains. Moscow in the Krylatskoye district on August 20, 2012, subdivision code 690-008, registered at the address: 125187, Moscow, st. Festivalnaya, 71, apt. 34, with a term of office of 5 years (the term must be specified in strict accordance with the charter, no more, no less).

3. Certification of the decision (basement).

If all the items in the list are already listed, then we can assume that the text part of the decision of the sole founder is completed. After it, an indent is made and the following possible options are displayed on a separate line on the left side of the document: "Founder" or "Sole participant", or "Founder's signature".

Below, also on the left side of the document, the full name of the sole founder should be entered. If it is a legal entity, then the head of the founding organization or a representative acting on the basis of a power of attorney will sign the decision.

Solution certification template:

You should definitely know that the decision of the sole founder does not require additional ways of certifying it, including notarial ones. The main thing is that this document should correspond to the above structure, should not have distorted data, corrections and errors. The decision of the sole founder to establish an LLC is attached to the full package of documents and submitted to the tax authorities.

Here everything is standard and quite clear with the design. In this case, you should know a few legal subtleties that help not to make mistakes:

Subtleties in the decision of the sole founder of an LLC

The design of this section is limited to the presence of four lines in it:

The minimum UK LLC must have a size of at least 10,000-00 rubles. At the same time, the minimum amount of the authorized capital can be paid only in cash. The authorized capital in excess of 10,000 can be paid with property having a monetary value based on the report of an independent appraiser. Now the entire amount of the authorized capital can be paid within 4 months from the date of registration of the LLC.
Some types of LLC activities have a minimum capital threshold higher than 10,000-00 rubles. The entire list of regulated areas of activity is available in our service after registration.
The text part of the solution does not allow any kind of blots, data distortions and corrections. Only generally accepted abbreviations of passport data "district", "city", "st." etc. The abbreviation "OOO" is also possible. It is allowed to indicate the name of the LLC in any foreign language or the language of the peoples of the Russian Federation, if necessary.
If the decision has more than one sheet, then it should be numbered, stitched, fastened and signed on the back by the sole founder.

Options for formalizing the decision of the sole founder

Change of LLC address.
Liquidation of LLC.
Approval of a major deal.
Extension of authoritiesChange of the LLC name.
Creation of an LLC.

The organization pays dividends by drawing up the minutes of the general meeting of participants. How to correctly number the minutes, start the numbering anew every year, or can it be done through? And if the organization does not pay dividends, what threatens it?

There are no special requirements for the numbering of protocols and decisions in the law. This will not affect the validity of the document. Start numbering from the beginning of the year, or continue the existing one, the organization decides on its own. The numbering rules can be enshrined in the charter of the LLC, then they will be binding.

The source of payment of dividends is the net profit of the organization, the expenditure of which occurs only by decision of the owners of the organization. Accordingly, the founders have the right not to make decisions on the payment of dividends, the organization is not responsible for this.

The rationale for this position is given below in the materials of the System Glavbukh.

Failure to comply with the requirements for the design and content of the decision of the general meeting of participants, in conjunction with other circumstances, often becomes the basis for canceling the decision of the meeting. The company's lawyer needs to ensure that in the event of a corporate conflict, the decision made could not be invalidated.

Requirement for registration of the protocol

The decision of the general meeting of participants is documented in the minutes of the general meeting of participants.

General requirements for the content and execution of the minutes of the general meeting of participants have not been established.

The law contains some indications only for certain cases, in particular for the decision by which the participants approve a major transaction or a transaction with an interest.

In this regard, the protocol can be drawn up in a free form in compliance with the requirements provided for in individual cases.

The requirements for the execution of the minutes of the general meeting of shareholders are established in federal law dated December 26, 1995 No. 208-FZ “On Joint Stock Companies” (hereinafter referred to as the JSC Law) and in section 5 of the Regulation on additional requirements for the procedure for preparing, convening and holding a general meeting of shareholders, approved.

Based on these requirements, the minutes of the general meeting of participants must indicate the following:

full company name and location of the company;
type of meeting (annual or extraordinary);
the form of holding the general meeting - "meeting" (the law also allows holding an extraordinary meeting in the form of absentee voting without the actual gathering of participants);
the date of the meeting;
the address where the meeting is held;
meeting agenda;
start and end time of registration of persons entitled to participate in the meeting;
the opening and closing times of the meeting;
the number of votes held by the persons entitled to participate in the general meeting on each issue of the meeting agenda;
the number of votes possessed by the persons who took part in the meeting on each issue of the agenda of the meeting, indicating whether there was a quorum for each issue;
the number of votes cast for each of the voting options ("for", "against" and "abstained"), for each item on the agenda of the meeting for which there was a quorum;
the wording of the decisions taken by the meeting on each item on the agenda of the meeting;
the main provisions of the speeches and the names of the speakers on each issue of the agenda of the meeting;
chairman and secretary of the meeting;
the person who counted the votes;
date of the protocol.

Protocol signature

The law does not establish who should sign the minutes of the general meeting of shareholders.

Usually, the minutes of the general meeting of participants in an LLC are signed by the chairman and secretary of the meeting, by analogy with the minutes of the general meeting of shareholders (clause 1, article 63 of the JSC Law). However, in this case, there is a risk that the company will not be able to document the fact of participation in the meeting of a specific participant if, some time after the meeting, he decides to challenge the decision in court and declares that he was not present at the meeting or voted against the decision solutions.

To reduce the risk of contesting the decision, it is possible to collect the signatures of all participants present on the minutes of the general meeting, although the law does not oblige to do this. At the same time, it should be taken into account that the minutes of the meeting may not be made immediately after the meeting, in addition, the participant may refuse to sign it.

Even more effective can be the use of ballot papers. This will completely exclude the possibility of a participant to refer to the fact that he voted in a different way or did not take part in the meeting at all. Mandatory order ballot voting can be provided for in the Regulations on the General Meeting of Participants.

Vladislav Kuznetsov

leading expert of the JCC "Sistema Lawyer"

S. V. Karulin

General Counsel of JSC "Reestr"

Vladislav Dobrovolsky

PhD in Law, Head of Corporate Practice at Yakovlev & Partners Law Group (in 2001-2005 - Judge of the Moscow Arbitration Court)

Regarding the payment of dividends

Documenting

In an LLC, the decision to spend net profit is drawn up in the minutes of the general meeting of participants (clause 1, article 28, clause 6, article 37 of the Law of February 8, 1998 No. 14-FZ). Mandatory requirements to the protocol of the general meeting of participants of the LLC in the legislation is not. But there are details that are better to specify. This is the number and date of the minutes, place and date of the meeting, agenda items, signatures of the participants.

An example of the minutes of the general meeting of participants in an LLC. Decision to spend net profit on dividend payments

The charter of LLC Trading company Hermes provides that the organization pays dividends quarterly. According to the results of the 1st quarter of 2011, the net profit of Hermes amounted to 50,000 rubles. At the general meeting of participants, which took place on April 18, 2011, it was decided to allocate this entire amount for the payment of dividends. The decision was taken unanimously. Based on the results, the minutes of the general meeting of participants were drawn up.

In a joint stock company, the minutes of the general meeting of shareholders are drawn up. It differs from the minutes of the general meeting of participants in an LLC in that it is drawn up in two copies and has mandatory details. They are listed in paragraph 2 of Article 63 of the Law of December 26, 1995 No. 208-FZ and paragraph 5.1 of the Regulation approved by the Decree of the Federal Securities Commission of Russia of May 31, 2002 No. 17 / ps.

In companies created by a single founder, minutes of general meetings are not drawn up (, clause 3, article 47 of the Law of December 26, 1995 No. 208-FZ). Directions for spending net profit are determined by the sole founder by his written decision *.

S.V. Razgulin

Deputy Director of the Department of Tax and Customs Tariff Policy of the Ministry of Finance of Russia

Organizations can pay the founders (participants, shareholders) part of the profits quarterly, once every six months or once a year (clause 1 of article 42 of the Law of December 26, 1995 No. 208? FZ,).

Source of payments

The source of payment of dividends is the net profit of the organization (profit after taxation) (, clause 1, article 28 of the Law of February 8, 1998 No. 14-FZ) *. Joint stock companies must determine this indicator according to the financial statements (). There is no such legal requirement for an LLC. However, representatives of the tax service recommend relying on the data of the Statement of Financial Results for all organizations (letters of the Ministry of Taxation of Russia dated March 31, 2004 No. 22-1-15 / 597, Ministry of Taxation of Russia for Moscow dated October 8, 2004 No. 21-09 / 64877). The indicator of net profit is reflected in the line Net profit (loss) of this form of financial statements.

An example of determining the amount of dividends due to members of the company

The authorized capital of Alfa CJSC is 40,000 rubles. A.V. Lvov owns 60 percent of the organization's shares, and Hermes Trading Company LLC holds 40 percent. The organization pays dividends quarterly.

According to the Statement of Financial Results for the 1st quarter, Alpha's profit after tax (net profit) amounted to 50,000 rubles. The participants decided to allocate 40 percent of this amount for the payment of dividends.

The total amount of dividends is:
50 000 rub. ? 40% = 20,000 rubles.

Of this amount, Lvov is due:
20 000 rub. ? 60% = 12,000 rubles.

Hermes is due:
20 000 rub. ? 40% = 8000 rubles.

Situation: Is it possible to pay dividends from the profits of previous years

Yes, you can.

The source of payment of dividends is the net profit of the organization. Neither civil nor tax laws establish restrictions on the period of formation of net profit, which is the source for the payment of dividends. This follows from the Tax Code of the Russian Federation,

3. Article:What the founder can do with the company's money and what not

Question number 5. In what case can the founder receive money in the form of dividends?

Dividends are the company's profits that the founders can distribute among themselves. Therefore, you can receive money as dividends only when the company operates without loss. The personal income tax rate on dividends is 9 percent.

If the company has no profit for the past year or at least a quarter, but has retained earnings from previous years, you can use it to pay dividends. Of course, provided that this does not lead to a state in which the payment of dividends is prohibited. And that's when it's banned.

Dividends cannot be paid if the net assets of the company are less than the authorized and reserve capital. The last two indicators are in the balance sheet. And net assets are calculated using a special formula. Roughly speaking, this is all current and non-current assets of the company minus its liabilities. All these indicators are also in the balance sheet.

Let's say the company is making a profit. The value of net assets also allows you to pay dividends. To receive them, the founders will have to hold a general meeting of participants and make a decision to distribute the earnings.*

Question number 6. How often can I receive dividends?

The frequency of dividend payments must be specified in the company's charter. At the same time, the legislation allows paying dividends no more than once a quarter. If the founders want to exercise this right, but the charter specifies a longer period, then first you need to amend the charter. The decision on this must be taken unanimously at the general meeting of participants. Perhaps the founders want to receive dividends every month. From a legal point of view, this is impossible. However, nothing prevents the company from transferring the already distributed amounts to the founders not immediately, but by 1/3 every month.

Minutes of the general meeting of LLC participants. Design rules

The minutes of the general meeting of participants in an LLC are an extremely important document. The requirements for compiling an OSU protocol are not fixed at the legislative level, however, the customs of business turnover and office work dictate certain rules for its compilation.

Mandatory record keeping

Firstly, the minutes of the meeting of LLC participants is a mandatory document confirming the very fact that the meeting was held (and the obligation to hold and the number of mandatory meetings per year is regulated by law and, in some cases, by the Charter of the company).

Secondly, it is in the protocol form that all decisions on the activities of the enterprise are drawn up.

The minutes of the general meeting of the LLC are kept at the enterprise and must be provided for review to any member of the company at his first request.

As a rule, the director of the enterprise is appointed responsible for keeping the protocols, which must be reflected in his job description.

What is reflected in the protocol

The minutes of the general meeting of LLC participants are kept by the secretary of the meeting or the chairman of the GMS.

The protocol reflects:

date and time of the beginning of the meeting;
OS type;
quorum and OS legitimacy;
OS agenda;
speeches (abstract) of the participants, questions, discussions, additions;
voting results on certain issues;
decisions taken by the OSU.

The minutes of the general meeting of participants in an LLC are signed by all members of the company or the chairman of the meeting and the secretary. The protocol is stitched with obligatory page numbering, sealed with the seal of the enterprise.

It should be noted that the OS protocol may not contain a list of all participants personally, but in this case, a registration sheet for participants must be an obligatory annex to it, indicating their passport data and the personal signature of each of them. The registration sheet is drawn up in free form and stitched along with the protocol.

Another option would be to keep a log. In this case, the pages of the magazine are numbered, stitched and sealed with the company's seal. The period of storage of such a journal is not limited by any normative act.

It is also recommended to keep a record of the work of the counting commission. The counting commission itself is elected by the decision of the meeting, consisting of a chairman and at least one member of the commission. The protocol is signed by the chairman and filed together with the OS protocol.

To regulate all important points in the procedure for keeping minutes, it is recommended to develop and implement a "Regulation on the procedure for keeping minutes of OS", which fixes the procedure for compiling, amending, appealing, storing protocols. Such a provision is approved by the head of the enterprise or submitted for discussion by the OS (extremely rare).

All OS protocols must be kept until the liquidation of the company, and then transferred to the archive for storage.

One participant - how to draw up a protocol?

But what if there is only one member in the LLC? Is keeping minutes obligatory or is it enough to draw up the participant's decisions? The law does not make an exception for such societies. The protocol of the general meeting of participants in an LLC in form and content in this case does not differ in any way from the protocol with a large number of participants.

I would also like to note that the protocol is only a technical way of formalizing the decisions of the participants. Therefore, in the event of a litigation, it will be legally competent to recognize that the decision, and not the minutes of the annual meeting of LLC participants, does not comply with the law. However, shortcomings in the protocol may become grounds for declaring decisions illegal.

Comments

Numbering decisions of a single participant

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__________________________________________________ (full name of the company) Decision of the sole participant of the limited liability company "________________" on the issue of changing the location<1>_____________ "___" __________ ____ d. Sole participant of the Limited Liability Company "____________", hereinafter referred to as the Company: - _____________________________________________________________________ (name, PSRN, TIN / KPP, address of the legal entity - participant) represented by __________________________________________________________________________ (full name representative and the document on the basis of which he acts) (or: ____________________________________________________________________) (full name, address, passport data, TIN of an individual) Decided: 1. Change the location by "___" ____ Companies from ____________________________________ to ________________________________. (old address) (new address) 2.

Signing / certification of the minutes of the meeting of the founders of the LLC (at the place of stitching)

Introduce the following amendments to the Charter of the Company: 1) _________________________________________________________________; (content of amendments to the articles of association related to the change of location 2) _________________________________________________________________. (addresses), including when changing the name of the settlement, street name, house number) 3. Instruct the General Director (Director, etc.):<2>; b) notify the tax authority, extra-budgetary funds of the change in the location of the Company; c) early termination of lease agreements for premises, land plots; d) sell property not subject to transportation; e) transport the necessary property; f) inform the employees about the change in the location of the Company and about their rights under Labor Code RF; g) fulfill obligations to contractors and employees in cases provided for by law; h) purchase (and/or: lease) at the new location of the premises for the following purpose: _____________________________________________; (production, office, etc.) i) organize the activities of the Company at a new location before "___" __________ ____.

<1>According to Art. 39 of the Federal Law of 08.02.1998 N 14-FZ "On Limited Liability Companies" in a company consisting of one participant, decisions on issues related to the competence of the general meeting of participants in the company are taken by the sole participant of the company individually and are drawn up in writing.

According to paragraphs. 2 p. 2 art. 33 of the Federal Law of 08.02.1998 N 14-FZ "On Limited Liability Companies", the competence of the general meeting of participants in the company includes changing the charter of the company.

<2>According to paragraph 2 of Art. 4 of the Federal Law of 08.02.1998 N 14-FZ "On Limited Liability Companies" the location of the company is determined by the place of its state registration.

Comments:

Change of LLC founder

The change of the founder of an LLC can be carried out without the involvement of specialized law firms. This process occurs at the request of the founder and by the decision of the participants in the company. In accordance with the norms of the current legislation, there are several ways to change the composition of an LLC.

The step-by-step instructions for changing the founder of an LLC in 2018 proposed in this material should help our readers in this matter.

Who can leave an LLC?

Any of the founders has the right to withdraw from the company. In this case, the following conditions must be observed:

participant's desire to leave;
the presence of such a possibility in the constituent documents (Article 26 of the Federal Law No. 14 “On Limited Liability Companies” and Article 94 of the Civil Code of the Russian Federation).

Please note that the law says that any of the founders of an LLC has the right to withdraw from the company, but there may be restrictions in the Charter. For example, when creating a society, the participants agreed that in the first year of its existence they would not leave it. Thus, none of the participants is entitled to claim their share during this period of time.

How to formalize the withdrawal of a participant from the LLC?

If there are no restrictions in the founding documents of an LLC, then a participant can withdraw from the company at any time.

The procedure for withdrawing a member from the LLC is as follows:

1. An application for withdrawal is drawn up and submitted to the General Director.
2. The accountant calculates the amount of the share of the departing participant (it must be paid no later than 3 months). The interest due to the participant can be returned with property (according to clause 6.1, article 23 of the Federal Law No. 14).
3. At the meeting, the shares are redistributed among the participants.
4. Changes are made to the statutory documents.
5. Changes in connection with the exit of the participant are registered (but not later than in a month).

To withdraw from the LLC, the consent of other members of the company is not required, unless otherwise provided in the Articles of Association.

When changing the founder of a limited liability company, the procedure will be different.

Step-by-step instructions for withdrawing a participant from an LLC are available here.

How to change the composition of an LLC?

There are several ways to change the founder of an LLC. In each case, the step-by-step instructions for changing the founder of an LLC in 2018 will be different. There are the following options for changing the founder of an LLC:

when a participant withdraws, his interest in the capital is transferred to the LLC and sold to a third party (or redistributed among the remaining participants in the company);
the retired participant sells (donates or bequeaths) his share to a third party;
a new member appears, and the former founder leaves the LLC;
an increase in the authorized capital is made due to the fact that the new participant is a member of the LLC.

How to deal with the share?

Each of the participants in the LLC has the right to sell its share, unless otherwise provided in the Articles of Association. As a result of a successful transaction, the founders of the company change.

If a member of an LLC decides to sell his share, then he proceeds as follows:

1. Informs the other participants of the company about the sale of its share in writing. At the same time, each member of the LLC has a pre-emptive right to purchase a share.
2. If the participants refuse to purchase a share, a certified waiver of the pre-emptive right to purchase the participant's share is drawn up.
3. If the participant who sells his share is legally married, then it is necessary to obtain the consent of the spouse to sell the share. The same documents will be required from the buyer.
4. With a package of documents, the seller and the buyer apply to the notary. The seller provides constituent documents that confirm his right to a share in the authorized capital of the LLC.
5. The notary certifies the share purchase and sale transaction. Within three days, he sends a notification to the registration authority with a request to amend the Unified State Register of Legal Entities.

The participant can sell his share in the authorized capital only if it is paid in full. If the share is not paid in full, then you can sell a certain percentage of the share. Alternatively, the transaction can be carried out after the full payment of the cost of the share.

In a situation where a participant sells a share to one of the LLC members, notarization is not required.

Upon completion of the share purchase and sale procedure, a meeting of founders is organized. During the meeting, they draw up a Protocol on amendments to the Charter, which must be registered.

Entering a new member

The legislation of the Russian Federation allows an LLC to have one member who cannot withdraw from the company. What to do in this case?

The owner is selling the business. In this case, the procedure has much in common with the above procedure. A notary must draw up a contract of sale. The owner transfers his enterprise free of charge. The transaction is notarized. In addition, a decision of the sole founder to change the founder is drawn up.

When introducing a new member to an LLC, the following procedure is performed:

1. The participant submits an application addressed to the General Director and indicates in it the amount of the future share.
2. A decision is made to accept a new member of the LLC and increase the authorized capital of the company.
3. The new participant contributes the required amount to the LLC.
4. All changes are made to the constituent documents of the company, after which they are submitted to the state. registration.
5. Within three days after registration, the following is submitted to the tax office:

charter of the company (as amended);
decision to change the composition of the LLC;
new Extract from the Unified State Register of Legal Entities;
documents confirming the existence of a legal entity;
a notarized application form Р14001;
receipt for payment of state duty.

Now there are two members in the LLC. One founder may leave the company after completion of the exit procedure.

When changing LLC participants, it is necessary to make appropriate changes to the statutory documents, register and submit to the tax office.

Dismissal of the head and his exit from the LLC

Very often, one of the founders of an LLC acts as a manager. But it may happen that this person wants to leave society, which means that he must be fired according to the law. Consider how the change of CEO occurs.

The procedure goes like this:

1. The participant applies for withdrawal from the LLC, and the head - for dismissal - the same person draws up these two documents.
2. The new manager writes a job application (the process of introducing a new member to the LLC is discussed above).
3.

The correct procedure for drawing up the minutes of the general meeting of participants in the LLC

A general meeting is held, at which a decision is made to change the directors. No changes are made to the founding documents.
4. Within three days, the following package of documents is submitted to the registration authority: copies of the passports of the managers and their (related to the LLC); copies of constituent and registration documents; extract from the Unified State Register of Legal Entities; application in the form P14001; application in the form P13001; meeting minutes.
5. Conduct an inventory, and the old head transfers the affairs to the new head of the LLC.
6. The dismissal order is issued by an employee of the personnel department. AT work book of the former head, a corresponding entry is made.
7. A new contract is concluded with the general director.

You should also send a notice of changes to the LLC to the bank.

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