We are preparing a memorandum of association for LLC 2020, which includes two or more founders.
Agreement on the establishment of a company with limited liability 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 terms of the agreement under which the parties agree to establish a company:
- Date and place of detention (locality).
- Information about the founders of the organization. For individuals, please indicate 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 the 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. Legal address OOO can be office space, as well as the registration of the director or participant.
- 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. The minimum amount of the authorized capital is paid only in cash, but in addition, property contributions are also allowed.
- 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 specify additional conditions that 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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MEMORANDUM OF ASSOCIATION
one of the founding documents legal entity. W.d. is a consensual civil law bilateral or multilateral agreement that regulates the relationship of the founders to create a legal entity, on the one hand, and the relationship between the founders and the legal entity being created, on the other hand. W.d. is concluded in writing by drawing up one document and signed by all its participants - the founders of the legal entity. W.d. valid for the entire period of existence of the legal entity. W.d. obligatory for a legal entity in cases,
provided by law. For legal entities of certain types, the law provides only U.d., for others - U.d. along with the statute. For a number of legal entities, it is not required at all.
W.d. must include the conditions provided for: a) for all constituent documents (part 1, clause 2, article 52 of the Civil Code of the Russian Federation);
b) for all U.d., (part 2, paragraph 2 of article 52 of the Civil Code of the Russian Federation);
c) special norms of the Civil Code of the Russian Federation and other laws for U.d., individual legal entities.
In addition to the mandatory conditions determined by the mandatory provisions of laws, the founders of a legal entity have the right to include in the U.d. additional conditions reflecting the specifics of the created legal entity. This is especially true for those legal entities where U. d. is the only constituent document (general partnership, limited partnership).
W.d. must contain general information on the legal entity, the obligations of the founders and the procedure for their joint activities on the creation of a legal entity, the conditions for endowing a legal entity with property, the procedure for distributing profits and losses among participants, the procedure for managing the activities of a legal entity, the withdrawal of participants from its composition. In W.D. of a general partnership, conditions are additionally included on the size and composition of the partnership's share capital, the shares of participants in the share capital, the responsibility of participants for the fulfillment of obligations to make contributions, etc. (Article 70 of the Civil Code of the Russian Federation). For W.D. limited partnerships, in addition to the above, a condition is added on total amount contributions made by contributors (Article 83 of the Civil Code of the Russian Federation).
For state registration of contractual and statutory legal entities U.d. is presented simultaneously with the charter, however, the role of U.d. for them is less significant than for those legal entities where U.d. is the only founding document.
From W.d. one should distinguish between the agreement on the establishment of a joint-stock company (clause 1, article 98 of the Civil Code of the Russian Federation, Federal Law of the Russian Federation of December 26, 1995 No. 208-FZ "On Joint Stock Companies"). An agreement on the establishment of a joint-stock company is concluded in writing between the founders of the joint-stock company. It defines the procedure for the founders to carry out joint activities to establish a joint-stock company, their rights and obligations, the size of the authorized capital of the joint-stock company, issues related to shares, however, this agreement is not a C.d. JSC (see also Constituent documents):
Pleshanova O.P.
Law Encyclopedia. 2005 .
See what the "FOUNDATION AGREEMENT" is in other dictionaries:
An agreement concluded between the founders of a legal entity upon its creation. In the memorandum of association, the founders undertake to create a legal entity, determine the procedure for joint activities to create it, the conditions for transferring their property to it ... ... Wikipedia
FOUNDATION agreement, an agreement between the founders (parties) on the establishment of an enterprise (general partnership, joint-stock company etc.) in the form of a legal entity. The Memorandum of Association defines the procedure for joint activities to create ... ... Modern Encyclopedia
Big Encyclopedic Dictionary
An agreement between the founders (participants) on the creation of a legal entity. In the founding agreement, the founders undertake to create a legal entity, determine the procedure for joint activities to create it, the conditions for transferring their property to it and ... ... Political science. Dictionary.
Memorandum of association- (English founding agreement) in the civil law of the Russian Federation, the type of constituent document of a legal entity, concluded by the founders during its creation. In W.D. founders undertake to create a legal entity, determine the procedure ... Encyclopedia of Law
Memorandum of association- FOUNDATION AGREEMENT, an agreement between the founders (parties) on the establishment of an enterprise (general partnership, joint-stock company, etc.) in the form of a legal entity. The Memorandum of Association defines the procedure for joint activities to create ... ... Illustrated Encyclopedic Dictionary
Law Dictionary
MEMORANDUM OF ASSOCIATION- one of the founding documents of a legal entity. In W.D. the founders undertake to create a legal entity, determine the procedure for joint activities to create it, the conditions for transferring their property to it and participating in its activities. Contract... ... Legal Encyclopedia
MEMORANDUM OF ASSOCIATION- according to Article 52 of the Civil Code Russian Federation, - one of the types of constituent documents, according to which the parties (founders) undertake to create a legal entity, as well as determine the procedure for joint activities for its creation, ... ... Office work and archiving in terms and definitions
An agreement between the founders (participants) on the creation of a legal entity. In the founding agreement, the founders undertake to create a legal entity, determine the procedure for joint activities to create it, the conditions for transferring their property to it and ... ... encyclopedic Dictionary
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The form of the document "Memorandum of Association" refers to the heading "Agreement of partnership, joint activity". Save a link to the document in in social networks or download it to your computer.
Memorandum of Association of OOO "___________"
City _________, "____" _____________.
Citizens of the Russian Federation:
_____________________, passport series ____ No. _____, issued by the Department of Internal Affairs "___________" GOR. ____________, date of issue: __________ of the year, subdivision code _______, residing at: ________________________________.
_____________________, passport series ____ No. __________, issued by the Passport Office No. __ of _______, date of issue _________, subdivision code: ______, residing at: _____________________________________,
hereinafter collectively referred to as the "Founders" and / or "Participants", on the basis of the Civil Code of the Russian Federation, Federal Law No. 14-FZ of February 8, 1998 "On Limited Liability Companies" (hereinafter referred to as the "Law") have concluded this Agreement as follows :
1. The Subject of the Agreement
1.1. The founders, on the basis of the pooling of their contributions, undertake to create a Limited Liability Company "__________", hereinafter referred to as the "Company".
1.2. The Company was established and operates in accordance with the Civil Code of the Russian Federation, the Federal Law of the Russian Federation "On Limited Liability Companies", this Agreement and the Charter.
1.3. The Company was established to meet the needs of the domestic and foreign markets for products, goods and services produced and provided by the Company, and to profit from the results of its activities.
1.4. To achieve the goal, the Company has the right to engage in any type of activity, subject to the restrictions established by the current legislation. Activities, the implementation of which is possible only with special permits (licenses), is carried out by the Company if they are available.
1.5. The Company is a legal entity, owns and on the basis of other real rights separate property, is liable for its obligations with all its property, can acquire and exercise property and personal non-property rights on its own behalf and incur obligations, be a plaintiff and defendant in courts.
1.6. Location of the Company: ___________________________________
1.7. Postal address of the Company: ____________________________________
2. Authorized capital of the Company, shares and contributions of participants
2.1. The value of the authorized capital of the Company is determined in the amount of _______ rubles and consists of the nominal value of the shares of its participants.
2.2. The nominal value and size of shares of the Company's members are determined as follows:
_______________________ has a share with a nominal value of __________ rubles, which is _______ percent of the authorized capital of the Company;
_______________________ has a share with a nominal value of ______ rubles, which is _______ percent of the authorized capital of the Company.
2.3. Contributions to the authorized capital of the Company are paid by the founders in cash in Russian currency. The contribution to the authorized capital of the Company at the time of state registration of the Company was paid in full by the founders of the Company in cash in Russian currency in the amount of _________ rubles, of which: ___________ rubles paid _____________________, __________ rubles paid _________________
2.4. A contribution to the authorized capital of the Company may be money, securities, other things or property rights or other rights having a monetary value. The monetary value of non-monetary contributions to the Charter Capital made by the Company's members and third parties accepted into the Company is approved by the decision of the General Meeting of the Company's Members, adopted by all members of the Company unanimously.
2.5. The actual value of the share of a member of the company corresponds to a part of the value net assets company in proportion to the size of its share.
2.6. It is not allowed to release the founder of the company from the obligation to make a contribution to the authorized capital of the company, including by offsetting his claims to the company.
3. Distribution of the Company's profit
3.1. The profit remaining with the Company after payment of taxes and other obligatory payments (net profit) shall be at the full disposal of the Company.
3.2. The Company has the right to quarterly, every six months or once a year to make a decision on the distribution of its net profit between the members of the Society. The decision to determine the part of the Company's profit distributed among the members of the Company is made general meeting members of the Society. The part of the Company's profit intended for distribution among its participants is distributed in proportion to their shares in the authorized capital.
3.3. The Company is not entitled to make a decision on the distribution of its profits among the members of the Company:
- until full payment of the entire authorized capital of the Company;
- before payment of the actual value of the share (part of the share) of a member of the Company in cases provided for by the current legislation on limited liability companies;
- if at the time of making such a decision the Company meets the signs of bankruptcy or if the indicated signs appear in the Company as a result of such a decision;
- if at the time of making such a decision, the value of the Company's net assets is less than its Authorized Capital and Reserve Fund or becomes less than their size as a result of payment;
3.4. The Company is not entitled to pay to the Company's members the profit, the decision on the distribution of which among the members has been made:
- if at the time of payment the Company meets the signs of 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 Company's net assets is less than its authorized capital and reserve fund or becomes less than their size as a result of payment;
- in other cases stipulated by federal laws.
3.5. Upon termination of those listed in clause 3.4. of this agreement, the Company is obliged to pay the members of the Company the profit, the decision on the distribution of which among the members of the Company has been made.
4. Responsibility of the Company
The Company shall be liable for its obligations with all its property. The Company is not liable for the obligations of its members. Participants are not liable for the obligations of the Company and bear the risk of losses associated with the activities of the Company, within the value of their contributions. Members of the Company may be held subsidiary liability in cases and in the manner prescribed by law.
5. Management bodies of the Company
5.1. The supreme governing body of the Company is the General Meeting of Members of the Company, which includes members of the Company or their legal representatives. The competence of the General Meeting of Participants is determined by the current legislation and the Charter of the Company.
5.2. Management of the current activities of the Company and execution of decisions made by the General Meeting of Participants is carried out by the sole executive body of the Company - the General Director in accordance with the powers determined by the Charter of the Company and the current legislation of the Russian Federation.
6. Rights and obligations of participants
6.1. Members of the Society have the right:
- participate in the management of the Company's affairs;
- receive information about the activities of the Company and get acquainted with its accounting books and other documentation;
- take part in the distribution of profits in in due course;
- receive, in the event of liquidation of the Company, part of the property remaining after settlements with creditors or its value.
- sell or otherwise assign its share in the authorized capital of the company or part of it to one or more members of the Company, the Company itself or third parties in the manner prescribed by the Charter of the Company and this agreement;
- at any time to withdraw from the company, regardless of the consent of its other participants.
6.2. Additional rights:
6.2.1. Members of the Company enjoy the pre-emptive right to fulfill orders received by the Company, as well as to receive orders from the Company for the performance of work and the provision of services.
6.2.2. By decision of the general meeting of participants, all participants or a certain participant of the Company may be granted other additional rights.
6.2.3. Additional rights granted to a certain member of the Company, in the event of the alienation of his share (part of the share) to the acquirer of the share (part of the share), do not pass.
6.2.4. By decision of the general meeting of the Company's members, the additional rights of a member (members) of the Company may be terminated or limited.
6.3. Members of the Society are obliged:
- comply with the provisions of this Charter and the memorandum of association, implement the decisions of the general meeting of members of the Company;
- to make contributions in the manner, in the amount, in the composition and within the time limits stipulated by the legislation and the constituent documents of the Company;
- not to disclose confidential information about the activities of the Company;
- provide the Company with the information necessary for its successful operation and provide any assistance to the Company in achieving its statutory goals;
refrain from actions that could cause moral or material harm to the Company or its members.
6.4. The imposition of additional obligations on a 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 who is assigned additional responsibilities, voted for the adoption of such a decision or gave written consent.
7. Withdrawal of a participant from the Company
7.1. A member of the Company has the right to withdraw from the Company at any time, regardless of the consent of its other members or the Company. In the event that a participant in a company withdraws from the company, his share shall be transferred to the company from the moment of filing an application for withdrawal from the company. At the same time, the company is obliged to pay the participant of the company who submitted an application for withdrawal from the company the actual value of his share, determined on the basis of the data financial statements of the company for the year during which the application for withdrawal from the company was filed, or with the consent of the participant of the company, give him property of the same value in kind, and in case of incomplete payment of his contribution to the authorized capital of the company, the actual value of the part of his share proportional to the paid part of the contribution .
7.2. The company is obliged to pay the participant of the company who has submitted an application for withdrawal from the company the actual value of his share or to give him property in kind of the same value within six months from the date of termination fiscal year during which the application for withdrawal from the company was submitted.
7.3. Withdrawal of a participant from the Company does not release him from the obligation to the Company to make a contribution to the property of the Company, which arose before the filing of an application for withdrawal.
8. Trade secret
8.1. The technical, financial, commercial and other information provided to the participants related to the establishment and activities of the Company is considered confidential.
8.2. The volume of information considered confidential is determined by the General Meeting of Members of the Company in accordance with the current legislation of the Russian Federation.
9. Termination of the Company's activities
Termination of the Company's activities occurs through its reorganization (merger, accession, division, transformation) or liquidation in cases and in the manner prescribed by the current legislation of the Russian Federation.
10. Dispute Resolution
10.1. The Participants will make every effort to resolve all disagreements and disputes related to the implementation of this Agreement through negotiations.
10.2. If disagreements and disputes cannot be resolved through negotiations, they are resolved in a general manner in court. The decision of the court is final and binding on the disputing parties.
11. Validity of this Agreement
11.1. This Agreement is concluded for an indefinite period and is valid from the moment of its signing by the parties.
11.2. This agreement may be amended, supplemented, terminated in cases and on the grounds provided for by applicable law.
The founders of the Society:
__________________________________ ____________________
For the registration of an LLC in the MIFTS ___ in _______, the following set of documents is required:
1. application form ________;
2. protocol (if 1 founder-decision)
3. 1 original Charter
4. 1 copy of the Charter
5. 1 original of the Memorandum of Association
6. 1 copy of the Memorandum of Association
7. receipt of payment for the state. fees ____ p.
8. Receipt of payment for the certification of the uchr. documents (___ r. plus ___ r., total ___ r.)
9. request for certified constituent documents
10. letter of guarantee from the owner non-residential premises on providing the address indicated in the constituent documents as the address of the location of the Company.
11. Certificate of state. registration of property rights (to this address)
Since July 1, 2010, the constituent agreement is called the agreement on the establishment of a limited liability company (Article 89 of the Civil Code of the Russian Federation and Article 11 of Law 14-FZ).
What is a memorandum of association
The founding agreement of an LLC (Establishment Agreement) is a document required when creating a company with two or more founders, which allows to fix in writing the agreements on the creation of the company, the procedure for distributing profits and general interaction, entry and exit of participants, as well as their heirs.
- The memorandum of association is not a constituent document (clause 5, article 11 of the LLC Law, clause 1, article 89 of the Civil Code of the Russian Federation). It is an internal corporate agreement that regulates relations between the founders.
- In the case of the creation of an LLC by one person, an establishment agreement is not required (clause 5, article 11 of the LLC Law, clause 1, article 89 of the Civil Code of the Russian Federation).
Why is this agreement necessary?
- The obligation to conclude a memorandum of association is determined by paragraph 1 of Article 89 of the Civil Code of the Russian Federation.
- The founders of a limited liability company conclude between themselves an agreement on the establishment of a limited liability company, which determines the procedure for their joint activities to establish the company, the amount of the authorized capital of the company, the amount of their shares in the authorized capital of the company and other conditions established by the law on limited liability companies.
- An agreement on the establishment of a limited liability company is concluded in writing.
The Memorandum of Association is submitted simultaneously with the Articles of Association, however, the role of this agreement is less significant for them than for those legal entities where the Memorandum of Association is the only constituent document.
There are two types of partnership agreement
What is the memorandum of association
An LLC creation agreement may include the following sections
- Introductory part for the purpose of concluding a contract.
- Name and legal form organizations.
The legislation does not contain mandatory requirement on inclusion in the agreement of the name of the company being founded. At the same time, this information seems necessary to specify the subject of the contract. - The subject of activity and location of the LLC.
In the foundation agreement, the planned address of the location of the company can be indicated. - Obligations of participants (founders) to create a legal entity.
The contract must contain information that makes it possible to accurately identify its parties (clause 1, article 432 of the Civil Code of the Russian Federation). As a rule, the surname, name and patronymic of the parties - individuals, the company name of legal entities are indicated in the preamble. In relation to the representatives of the parties (if any), it is also necessary to provide the grounds for the emergence of their powers (charter of the company, details of the power of attorney). - The procedure for the formation of property (payment of shares) and the size of the authorized capital.
Information on the terms of payment of shares is mandatory (clause 5, article 11 of the LLC Law)
Data on the amount of the authorized capital are mandatory (clause 1, article 89 of the Civil Code of the Russian Federation and clause 5, article 11 of the LLC Law). The amount of the authorized capital is determined in rubles and cannot be less than 10,000 rubles. (paragraph 2, clause 1, article 14 of the LLC Law). - Conditions on the liability of specific participants (founders) for the obligations of the created legal entity.
- The procedure for distribution of profits and repayment of losses.
- The procedure for managing the affairs of a legal entity.
This information is mandatory (clause 5, article 11 of the LLC Law). As a rule, it includes:- the date of holding the general meeting of founders;
- the procedure for sending a notice to the founders about the holding of the meeting;
- rules for nominating candidates for elected positions.
- Rights and obligations of participants (founders).
- Liability for breach of contract.
- Conditions and procedure for withdrawal of participants (founders) from the organization and admission of new members, including:
- peculiarities of using the property of a participant transferred as payment for a share in the event of a subsequent withdrawal or exclusion of such a participant from the company (clause 4, article 15 of the LLC Law).
- Dispute resolution procedure.
- The procedure for changing and terminating the contract, reorganization and liquidation of a legal entity.
- Other information and documents
This information may include:- provisions on the liability of the founders (forfeit, fine, penalties) in case of non-payment of a share in the authorized capital (clause 3 of article 16 of the LLC Law);
- the procedure for distributing the costs associated with the establishment of the company;
- the procedure for the participant to provide compensation to the company in the event of termination of the right to use property before the expiration of the period for which such property was transferred to the use of the company as payment for a share (paragraph 2, clause 3, article 15 of the LLC Law);
- the procedure for resolving disagreements that may arise in the process of establishing a company.
Sample memorandum of association for individuals
Agreement on the establishment of a limited liability company where the founders are individuals
CONTRACT
on the establishment of the Society with
limited liability
«_____________________________»
(founders are legal entities)
___________ "___" __________ ___
In the face of ___________________________________,
(name of organization) (position, full name)
acting ___ on the basis of ___________________, and __________________________
(Charter, regulations, powers of attorney) (name of organization)
represented by _________________________________________, acting ___ on the basis of
(position, full name)
____________________, hereinafter referred to as the "Founders",
(Charter, regulations, powers of attorney)
agreed to create in accordance with applicable law
Russian Federation Limited Liability Company "__________":
(Name)
1. THE SUBJECT OF THE AGREEMENT.
FOUNDERS AND PROCEDURE FOR THEIR JOINT ACTIVITIES
1.1. Under this Agreement, the Founders create a business company in the form of a limited liability company and undertake to comply with all related requirements of the current legislation of the Russian Federation.
1.2. Limited Liability Company "____________" (hereinafter referred to as the "Company") is established in accordance with the Civil Code of the Russian Federation, Federal Law No. 14-FZ of 08.02.1998 "On Limited Liability Companies" and other applicable legislation of the Russian Federation.
1.3. Composition of the founders of the Company:
1) ___________________________________________________________________ (name of legal entity), registered ________________________, OGRN ___________________________
2) ________________________________________________________________________ (name of legal entity), registered __________________________, OGRN _________________________
(certificate of state registration No. ______ dated ________________),
TIN ___________________________, r / s _____________________________________,
1.4. The obligations of the Founders to perform actions related to the establishment of the Society are distributed among them as follows:
1) _____________ undertakes to perform the following actions before "___" __________ ____: _________________________________________________;
2) _____________ undertakes to perform the following actions before "___" __________ ____: _____________________.
1.5. The founders undertake to bear the costs of establishing the Company in proportion to the acquired shares in the authorized capital of the Company in accordance with this Agreement.
1.6. This Agreement determines the procedure for the Founders to carry out joint activities to establish the Company, the amount of the Company's authorized capital, the size and nominal value of the share of each of the Company's Founders, as well as the amount, procedure and terms for payment of such shares in the Company's authorized capital.
2. NAME AND LOCATION OF THE COMPANY
2.1. Full official name of the Company in Russian:
Limited Liability Company "______________".
Abbreviated name of the Company in Russian: ______________ LLC.
Full official name of the Company in _____________________ language: _____________________.
Abbreviated name of the Company in _______ language: ___________________.
2.2. Location of the Company: _______________________________.
2.3. Mailing address: __________________________________________.
3. SUBJECT AND OBJECTIVES OF THE COMPANY'S ACTIVITIES
3.1. The subject and goals of the Company's activities are established in the Charter of the Company.
3.2. The Company has the right to perform all actions not prohibited by the current legislation of the Russian Federation. The activities of the Society are not limited to those stipulated in the Charter.
4. LEGAL STATUS
4.1. The Company acquires the rights of a legal entity from the moment of its state registration in accordance with the procedure established by the legislation of the Russian Federation.
4.2. In accordance with the current legislation of the Russian Federation, 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 obligations, 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, as determined by the limited Charter of the Company.
4.3. Members 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.
4.4. The founders of the Company shall be jointly and severally liable for obligations related to the establishment of the Company and arising prior to its state registration.
The Company shall be liable for the obligations of the Founders associated with its establishment only in the event of subsequent approval of their actions by the General Meeting of Members of the Company. At the same time, the amount of the Company's liability in any case cannot exceed one-fifth of the Company's paid-in authorized capital.
4.5. The Company shall be liable for its obligations with all its property.
4.6. The Company is not liable for the obligations of its members.
4.7. 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 in case of insufficient property of the Company may be held subsidiary liable for his obligations.
4.8. 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.
4.9. The company is obliged to keep the following documents at the location executive body Societies:
— Agreement on the establishment of the Company, protocol on the establishment of the 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 to establish the Company, the conclusion of an independent appraiser 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 the General Meetings of Members of the Company, meetings of the Board of Directors ( Supervisory Board) the Company, the collegial executive body of the Company and the Audit Commission of the Company;
— lists of affiliated persons of the Company;
— conclusions of the audit commission (auditor) of the Company, the auditor;
— other documents stipulated by federal laws and other legal acts of the Russian Federation, the Charter of the Company, internal documents of the Company, decisions of the General Meeting of Members of the Company, the Board of Directors (Supervisory Board) of the Company and the executive bodies of the Company.
5. SHARE CAPITAL
5.1. The authorized capital of the Company determines the minimum amount of its property that guarantees the interests of the Company's creditors.
The authorized capital of the Company is made up of the nominal value of the shares of its members.
At the time of the establishment of the Company, its authorized capital is _____ (_________) rubles.
5.2. Sizes of shares of the Founders of the Company in its authorized capital and their nominal value at the time of founding the Company:
1) "_____________" (name of the organization) - ___%, the nominal value of the share - _________ rubles;
payment of a share in the authorized capital of the Company is made in cash (option: securities, other things or property rights or other rights having a monetary value);
2) "_____________" (name of organization) - ____%; par value of the share - _________ rubles;
payment for a share in the authorized capital of the Company is made in money (option: securities, other things or property rights or other rights having a monetary value).
Maximum size the share of the participant is limited and amounts to _____________, which is __% of the authorized capital.
(Option: There is no maximum limit for a member's share.)
The ratio of participants' shares can be changed (cannot be changed).
5.3. At the time of state registration of the Company, its charter must be paid by the Founders for _____%<1>:
1) “____________” (name of organization) undertakes to pay at least ___% of its share in the authorized capital of the Company by the time of state registration of the Company;
2) “_____________” (name of organization) undertakes to pay at least ___% of its share in the authorized capital of the Company by the time of state registration of the Company.
5.4. Each Founder of the Company must pay in full its share in the authorized capital of the Company within ____________.
5.5. In case of incomplete payment of the share in the authorized capital of the Company within the period determined in accordance with clause 5.4 of this Agreement, the unpaid part of the share shall be transferred to the Company. Such part of the share must be sold by the Company in the manner and within the time limits established by Art. 24 of the Federal Law of February 8, 1998 N 14-FZ "On Limited Liability Companies".
If the Founder of the Company fails to fulfill the obligation to pay a share in the authorized capital of the Company within the time limits established in clause 5.4 of this Agreement, he pays the Company a fine in the amount of ____% of the amount not paid on time (of the value of the property to be paid as payment for the share)<2>.
5.6. 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 for use by the Company to pay for the share, the member of 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 submits a request for its provision, unless a different procedure for providing monetary compensation not established by the decision of the General Meeting of Members of the Company. This decision adopted by the General Meeting of Members of the Company without taking into account the votes of the member of the Company who transferred to the Company to pay for his share the right to use the property, which was terminated ahead of schedule<3>.
In case of failure to provide compensation within the established period, the share or part of the share in the authorized capital of the Company, proportional to the unpaid amount (cost) of compensation, shall be transferred to the Company. Such a share (or part of a share) must be sold by the Company in the manner and within the time limits established by Art. 24 of the Federal Law of February 8, 1998 N 14-FZ "On Limited Liability Companies".
5.7. The 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, remains in use by the Company for the period for which this property was transferred<4>.
5.8. 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.
5.9. The procedure for changing the size of the authorized capital, as well as the procedure for the transfer by participants of their shares to third parties, are determined by the Charter.
6. DISTRIBUTION OF THE COMPANY'S PROFIT
BETWEEN THE MEMBERS OF THE COMPANY
6.1. The Company has the right to quarterly (once every six months or once a year) to make a decision on the distribution of net profit among the members of the Company. The decision on the distribution of a part of the Company's profit is made by the General Meeting of the Company's Members.
6.2. 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.
6.3. The Company decides on the distribution of its profits among the members of the Company and makes appropriate payments in compliance with the requirements for limiting the distribution of profits between the members of the Company, established by Art. 29 of the Federal Law of February 8, 1998 No. 14-FZ "On Limited Liability Companies".
7. MANAGEMENT BODIES OF THE COMPANY
7.1. The supreme body of the Society is the General Meeting of the Society's Members.
The General Meeting of Members of the Company 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, to take part in the discussion of agenda items and to vote when making decisions.
7.2. The Company provides for the formation of the Board of Directors.
7.3. The sole executive body of the Company is ______________<5>.
7.4. The collegial executive body of the Company is ______________.
7.5. The procedure for the formation (election), termination of powers, as well as the competence and procedure for making decisions by the Company's management bodies are determined by its Charter.
8. WITHDRAWAL OF A MEMBER OF THE COMPANY FROM THE COMPANY
8.1. Regulations on the possibility of withdrawal of a participant from the Company, as well as the procedure for such withdrawal are provided for in the Charter of the Company.
9. CONTROL, ACCOUNTING AND REPORTING
9.1. In order to exercise their rights to control the activities of the Company, each participant has the right to receive information and inquiries on all issues related to the activities of the Company. Forms of control, as well as accounting and reporting, are determined by the Charter of the Company, the current legislation of the Russian Federation, as well as decisions of the General Meeting of Participants.
10. PRIVACY
10.1. Each of the Founders undertakes not to disclose information recognized as confidential in the prescribed manner.
10.2. Transfer of information not subject to disclosure to third parties, publication or other disclosure of such information can be carried out only in the manner established by the General Meeting of Members of the Company.
11. FORCE MAJOR
11.1. The Founders are exempted from partial or complete fulfillment of obligations under this Agreement if the failure was the result of force majeure circumstances that arose after the conclusion of this Agreement as a result of extraordinary events that the Founder could neither foresee nor prevent by reasonable measures. Force majeure circumstances include events that the Founder cannot influence and for the occurrence of which he is not responsible, for example: earthquake, flood, fire, as well as a strike, government decrees or orders of state bodies.
11.2. The Founder, referring to force majeure circumstances, is obliged to immediately inform other Founders about the occurrence of such circumstances in writing, and at the request of other Founders, a certifying document must be submitted.
11.3. The Founder, who, due to force majeure, cannot fulfill the obligations under this Agreement, undertakes to make every effort to compensate for the consequences of failure to fulfill obligations as soon as possible.
12. RESOLUTION OF DISPUTES
12.1. All disputes and disagreements that may arise in connection with the execution of this Agreement shall be resolved through negotiations between the Founders.
12.2. Disputes and disagreements not settled as a result of negotiations are resolved in judicial order established by the current legislation of the Russian Federation.
13. FINAL PROVISIONS
13.1. This Agreement shall enter into force from the date of its signing.
13.2. All changes and additions to this Agreement are made in writing in accordance with the provisions of the current legislation of the Russian Federation.
13.3. In everything that is not provided for by this Agreement, the Founders are guided by the provisions of the current legislation of the Russian Federation.
13.4. This Agreement is made in ________ copies.
SIGNATURES OF THE FOUNDERS
(signature) (full name)
(M.P.<6>)
_______ «_________________» _______________/_______________________
(signature) (full name)
(M.P.<6>)
Note:
In cases where, in accordance with the law, it is allowed state registration economic society without advance payment three-quarters of the authorized capital, the participants of the company bear subsidiary liability for its obligations that arose before the full payment of the authorized capital (paragraph 2, clause 4, article 66.2 of the Civil Code of the Russian Federation).
<3>In accordance with par. 2 p. 3 art. 15 of the Federal Law of 08.02.1998 No. 14-FZ “On Limited Liability Companies”, an agreement on the establishment of a company may provide for other methods and a different procedure for the participant of the company to provide compensation for the early termination of the right to use the property transferred by him for use to the company to pay for a share in the charter society's capital.
<4>In accordance with paragraph 4 of Art. 15 of the Federal Law of 08.02.1998 No. 14-FZ “On Limited Liability Companies”, the agreement on the establishment of a company may provide otherwise.
<5>According to paragraph 3 of Art. 65.3 of the Civil Code of the Russian Federation, a sole executive body (director, CEO, chairman, etc.). The charter of a corporation may provide for the granting of the powers of a sole executive body to several persons acting jointly, or the formation of several sole executive bodies acting independently of each other (paragraph 3, clause 1, article 53 of the Civil Code of the Russian Federation). The sole executive body of a corporation may act as individual as well as a legal entity.
<6>From 04/07/2015, business entities are not required to have a seal (Federal Law No. 82-FZ dated 04/06/2015 “On Amendments to Certain Legislative Acts of the Russian Federation Regarding the Removal of the Compulsory Seal of Business Companies”).
Sample memorandum of association for individuals and LLC
An agreement on the establishment of a limited liability company where the founders are individuals and legal entities
Concluded on
General meeting of founders,
Protocol No. _________
from "___" _________ ____
Establishment agreement
Limited liability companies
«____________________________»
_______________ "___" __________ ____
Citizen of the Russian Federation _______________________________________,
citizen of the Russian Federation ___________________________________________,
(Full name, passport data, place of residence)
_____________________________________ represented by _____________________________,
(name of organization, OGRN, TIN) (position, full name)
acting on the basis of ______________________________________________, and
(Charter, powers of attorney)
_________________________________ represented by ________________________________,
(position, full name)
acting on the basis of _________________________ (Charter, Power of Attorney), hereinafter referred to as the "Founders", agreed to establish the Limited Liability Company "________________________" in accordance with the current legislation of the Russian Federation.
1. THE SUBJECT OF THE AGREEMENT. FOUNDERS
AND PROCEDURE FOR JOINT ACTIVITIES ON THE ESTABLISHMENT OF A COMPANY
1.1. Under this Agreement, the Founders undertake to create a limited liability company and comply with all related requirements of the current legislation of the Russian Federation.
1.2. Limited Liability Company "____________" (hereinafter referred to as the "Company") is established in accordance with the Civil Code of the Russian Federation and Federal Law No. 14-FZ of 08.02.1998 "On Limited Liability Companies".
1.3. Composition of the Founders of the Society:
1) a citizen of the Russian Federation __________________________________,
2) citizen of the Russian Federation __________________________________,
passport series ______ No. ______________,
issued by ______________________________________________________________,
date of issue "___" __________ ____,
subdivision code ____________ - ______________,
registered ____________________________________________________;
3) ___________________________________________________________________,
(name of the legal entity)
registered ________________________, OGRN _______________________
(certificate of state registration No. ______ dated ________________),
TIN ___________________________, r / s _____________________________________,
address: _____________________________________________;
4) ___________________________________________________________________,
(name of the legal entity)
registered ________________________, OGRN ___________________________
(certificate of state registration N ______ dated ________________),
TIN ___________________________, r / s _____________________________________,
address: _____________________________________________.
1.4. The obligations of the Founders to perform actions related to the establishment of the Society are distributed as follows:
1) _____________ undertakes to perform the following actions before “___” __________ ____: ___________________________________;
2) _____________ undertakes to perform the following actions before "__" __________ ____: _____________________;
3) _____________ undertakes to perform the following actions before "___" __________ ____: _____________________;
4) _____________ undertakes to perform the following actions before "___" __________ ____: _____________________.
1.5. The Founders undertake to bear the expenses for the creation of the Company in proportion to the acquired shares in the authorized capital of the Company in accordance with this Agreement.
2. NAME AND LOCATION OF THE COMPANY.
SUBJECT AND OBJECTIVES OF THE COMPANY'S ACTIVITY
2.1. The full corporate name of the Company in Russian is Limited Liability Company "_______________".
The abbreviated corporate name of the Company in Russian is ______________ LLC.
The full company name of the Company in _____________ (in any foreign language or language of the peoples of the Russian Federation) language - "_______________", the abbreviated company name in _____________ (in any foreign language or language of the peoples of the Russian Federation) language - "_______________"<1>.
2.2. Location of the Company: ________________________.
2.3. The subject and goals of the Society's activities are specified in detail in the Charter.
2.4. The Company has the right to perform all actions not prohibited by the current legislation of the Russian Federation.
The activities of the Society are not limited to those stipulated in the Charter. Transactions that go beyond the statutory activities, but do not contradict the law, are recognized as valid.
3. LEGAL STATUS
3.1. The Company acquires the rights of a legal entity from the moment of its state registration.
3.2. 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, incur obligations, be a plaintiff and defendant in court. In accordance with the current legislation of the Russian Federation, the Company's property is formed at the expense of the contributions of the Founders (participants), including funds received as payment for shares, as well as property produced and acquired by the Company through its economic activities.
3.3. The Company shall be liable for its obligations with all its property.
3.4. The Company is not liable for the obligations of its members.
3.5. Members 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 fully paid their shares shall be jointly and severally liable for the obligations of the Company within the value of the unpaid part of their shares in the authorized capital of the Company.
3.6. 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 in case of insufficient property of the Company may be held subsidiary liable for his obligations.
4. AMOUNT OF THE AUTHORIZED CAPITAL OF THE COMPANY, AMOUNT AND NOMINAL
VALUE OF THE SHARE OF EACH OF THE FOUNDERS OF THE COMPANY
4.1. The authorized capital of the Company is made up of the nominal value of the shares of its members.
4.2. The size of the authorized capital of the Company at the time of its establishment is __________ (______________) rubles<2>.
4.3. The authorized capital of the Company determines the minimum amount of its property that guarantees the interests of its creditors.
4.4. The share of the Company's members in the authorized capital:
1) _________________________________________________ — _______________
(full name of the participant)
(_________________) rubles.
_______________________________________________________________ undertakes
pay your share in the authorized capital of the Company in the following
order: ________ rubles - by "___" _________ ____ (by the time
state registration of the Company), the remaining ________________ rubles -
up to "__" ________ ____, in accordance with paragraph 4.5 of this
Agreement;
2) _________________________________________________ — _______________
(full name of the participant)
percent (or in the form of a fraction) with a nominal value of ______________________
(________________) rubles.
_________________________________________________ undertakes to pay
its share in the authorized capital of the Company in the following order: _______________
rubles - up to "__" ________ ____ (by the time of the state
registration of the Company), the remaining ______________________ rubles - up to
"_____" _______ ____, in accordance with clause 4.5 of this Agreement;
3) _____________________________________________________ — ____________
(name of the legal entity)
percent (or in the form of a fraction) with a nominal value of _______________________ (_______________) rubles.
___________________________ undertakes to pay its share in the authorized capital of the Company in the following order: ____________________________________
rubles - up to "_____" _______ ____ (by the time of state registration of the Company), the remaining _________ rubles - up to
"___" __________ _____, in accordance with paragraph 4.5 of this
Agreement;
4) ____________________________ undertakes to pay its share in the authorized capital of the Company in the following order: _________________ rubles - up to "__" _____ ____. (by the time of state registration of the Company),
the remaining ________________ rubles - before "__" _________ ____, in
in accordance with clause 4.5 of this Agreement.
4.5. Payment for shares in the authorized capital of the Company is made in money (option: securities, other things or property rights or other rights having a monetary value)<3>.
4.6. At the time of state registration of the Company, its authorized capital must be paid for _____%<4>.
4.7. In case of incomplete payment of the share in the authorized capital of the Company within the period established by clause 4.4 of this Agreement, the unpaid part of the share shall be transferred to the Company. Such part of the share must be sold by the Company in the manner and terms established by Art. 24 of the Federal Law of February 8, 1998 No. 14-FZ “On Limited Liability Companies”.
4.8. If the Founder fails to fulfill the obligation to pay the share in the authorized capital of the Company within the time limits established in clause 4.4 of this Agreement, he pays the Company a penalty in the amount of ___% of the amount not paid on time (of the value of the property to be paid as payment for the share) for every day of delay<5>.
4.9. 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 for use by the Company to pay for the share, the Founder 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 in the remainder of the term of the property. Monetary compensation must be provided at a time within _____ days from the moment the Company submits a request for its provision. A different procedure for providing monetary compensation may be established by a decision of the General Meeting of Members of the Company. This decision is made by the General Meeting of Members of the Company without taking into account the vote of the member of the Company who transferred to the Company to pay for his share the right to use the property, which was terminated ahead of schedule.<6>.
4.10. The 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, remains in use by the Company for the period for which this property was transferred<7>.
5. FORCE MAJOR
5.1. The Founders are exempted from partial or complete fulfillment of obligations under this Agreement if the failure was the result of force majeure circumstances that arose after the conclusion of this Agreement as a result of extraordinary events that the Founder could neither foresee nor prevent by reasonable measures. Force majeure circumstances include events that the Founder cannot influence and for the occurrence of which he is not responsible, for example: earthquake, flood, fire, as well as a strike, government decrees or orders of state bodies.
5.2. The Founder, referring to force majeure circumstances, is obliged to immediately inform other Founders about the occurrence of such circumstances in writing. At the request of other Founders, an certifying document must be submitted.
5.3. The Founder, who, due to force majeure, cannot fulfill the obligations under this Agreement, is obliged to make every effort to compensate for the consequences of failure to fulfill obligations as soon as possible.
6. RESOLUTION OF DISPUTES
6.1. The founders are obliged to make every effort to resolve through negotiations all disagreements and disputes that may arise in connection with the execution of this Agreement.
6.2. Disputes and disagreements that cannot be resolved through negotiations are resolved in court in accordance with the current legislation of the Russian Federation.
7. PRIVACY
7.1. Each of the Founders undertakes not to disclose information recognized as confidential in the prescribed manner.
7.2. Transfer of information not subject to disclosure to third parties, publication or other disclosure of such information can be carried out only in the manner established by the General Meeting of Members of the Company.
8. FINAL PROVISIONS
8.1. This Agreement shall enter into force from the date of its signing by the Founders.
8.2. All changes and additions to this Agreement are made in writing in the manner prescribed by the legislation of the Russian Federation.
8.3. In everything that is not provided for by this Agreement, the Founders are guided by the current legislation of the Russian Federation.
8.4. This Agreement is made in __ copies and is subject to storage by the Company.
SIGNATURES OF THE FOUNDERS
(signature) (full name)
____________________/____________________
(signature) (full name)
_________________________/_______________
(signature, position) (full name) M.P.
Note:
<1> Brand Name legal entity is selected subject to the requirements of Art. Art. 1473 - 1474 of the Civil Code of the Russian Federation.
<2>The size of the authorized capital of the company must be at least ten thousand rubles (paragraph 2, clause 1, article 14 of the Federal Law of February 8, 1998 No. 14-FZ “On Limited Liability Companies”).
<3>Monetary valuation of a non-monetary contribution to the charter capital of a business entity must be carried out by an independent appraiser. Participants in a business entity are not entitled to determine the monetary value of a non-monetary contribution in an amount exceeding the amount of the valuation determined by an independent appraiser (paragraph 2, clause 2, article 66.2 of the Civil Code of the Russian Federation).
<4>Each founder of the company must pay in full his share in the authorized capital of the company within the period determined by the agreement on the establishment of the company or, in the case of the establishment of the company by one person, by the decision on the establishment of the company. The term of such payment cannot exceed four months from the date of state registration of the company. At the same time, the share of each founder of the company can be paid at a price not lower than its nominal value (clause 1, article 16 of the Federal Law of February 8, 1998 No. 14-FZ “On Limited Liability Companies”).
In cases where, in accordance with the law, state registration of a business company is allowed without prepayment of three-quarters of the authorized capital, the participants in the company bear subsidiary liability for its obligations that arose before the moment of full payment of the authorized capital (paragraph 2, clause 4, article 66.2 of the Civil Code of the Russian federation).
<5>In accordance with par. 2 p. 3 art. 16 of the Federal Law of 08.02.1998 No. 14-FZ “On Limited Liability Companies”, this provision may not be provided for in the agreement on the establishment of a company.
<6>The agreement on the establishment of the company may provide for other methods and a different procedure for each member of the Company to provide compensation for the early termination of the right to use the property transferred by him for use by the company to pay for a share in the authorized capital (paragraph 2, clause 3, article 15 of the Federal Law of 08.02.1998 14-FZ "On Limited Liability Companies").
The article considers the concept of a constituent agreement and its relationship with the charter in accordance with the law, lists which organizations should have an agreement, as well as its comparability with a simple partnership agreement. Special attention is paid to the similarities and differences between the corporate and memorandum of association and the content of the latter.
What is a memorandum of association
Concept and norms
The memorandum of association is a written agreement of the founders on certain, its goals and types of activities, financial and organizational issues: and, as well as the procedure for entering and exiting the founders.
The legal basis of the nature of the memorandum of association is:
- Civil Code of the Russian Federation;
- Profile laws for each separate organizational and legal form, for example: law on or law on.
Pro founding documents legal entities will tell the video below:
Subjects
The second section provides a detailed list of those that require a memorandum of association.
- For since December 2008, the founding agreement has become known, which is drawn up and valid until and is an internal corporate document regulating relations between the founders.
- The participants of a joint-stock company conclude an agreement on the establishment of a company, which determines the procedure for joint activities, or, categories and the procedure for placing shares.
- Constituent agreements are also concluded, information on which will be further.
The memorandum of association is always concluded, there is no one to conclude an agreement with, the registering authority will also require the decision of the sole founder on the establishment of a legal entity from him.
The charter regulates the relationship of a legal entity with third parties, while the memorandum of association is aimed at regulating the mutual relations of the founders regarding the contribution of shares, entry and exit from the company, obligations to each other. Legal nuance: the charter is approved collectively, and the agreement is signed by the founders personally, each for himself.
Important! Summarizing the content of the first section, we note that the constituent agreements are concluded by the founders of commercial and non-profit organizations. An LLC concludes an agreement on the establishment, and a joint stock company concludes an agreement on the establishment, and although the names of the documents differ from the foundation agreement, they have the same goal - the establishment of a legal entity. For an organization with a single founder - a memorandum of association is not needed!
Which organizations are required to have UD
To answer this question, we turn to all-Russian classifier organizational and legal forms and check the need to conclude a constituent agreement under the Civil Code of the Russian Federation:
| THE FORM | DE NEED |
|---|---|
| Business partnerships | Need |
| Need | |
| Need | |
| Business companies | See more JSC and LLC |
| Joint stock companies | It's called the "Establishment Agreement" |
| Creation Agreement | |
| Creation Agreements | |
| OOO | It's called the "Establishment Agreement" |
| Not required | |
| (artels) | Not required |
| Agricultural production cooperatives | Not required |
| Agricultural artels (collective farms) | Not required |
| Fishing artels (collective farms) | Not required |
| Cooperative farms (co-farms) | Not required |
| Production cooperatives (except agricultural production cooperatives) | Not required |
| Not required |
Of non-profit organizations, a memorandum of association is required for associations and unions.
Correlation of the document with the simple partnership agreement
An agreement aimed at creating a simple partnership is an agreement on joint activities of individuals and / or legal entities, in which a legal entity is not created, but cooperation is carried out while maintaining the original organizational and legal forms of the cooperating persons. The conclusion of the memorandum of association is aimed primarily at the creation of a new legal entity with its registration with the registration authorities, with the presence of all the accompanying features of a legal entity: separate property, capital formation, contribution of shares, etc.
Similarities and differences with a corporate agreement
| Criterion | Corporate agreement | Memorandum of association |
|---|---|---|
| Considered the founding document | Not | For some forms |
| Character | Voluntary | Required |
| Subject of the contract | Exercise of founders' rights (voting, decision-making) | Legal entity establishment |
| Parties to the agreement | Members or some of them | All members/founders without exception |
| The form | simple writing | simple writing |
| Notifications of the company on the conclusion of the contract | Required | |
| Disclosure of content to the public | Not required, can remain confidential | Automatically known to the public and all founders |
| Recognition of the decision of the body of the company as invalid in case of violation of the contract | If all participants/founders are parties to the agreement | Yes |
| May be against the rules | Yes | Not |
Features of the conclusion of the founding agreement of the LLP are described in this video:
Registration of UD
- document name, date, city;
- details of the parties to the agreement;
- subject - the establishment of a legal entity of a certain organizational and legal form;
- full and abbreviated name of the legal entity, address;
- the legal status of a legal entity, its rights, responsibilities and obligations in accordance with the Civil Code of the Russian Federation;
- listing the purpose and types of activities that the legal entity will carry out;
- liability of the legal entity and participants/founders: joint and several, subsidiary;
- authorized / share capital, sizes and;
- rights, obligations of participants;
- entry and exit of participants;
- governing bodies;
- property, accounting and reporting;
- distribution of profits and losses;
