Non-profit organizations, legal entities and organizations in other countries can use this formal and legally-recognized resource to identify the way the organization operates. It is called the charter, and is used to manage various enterprises and institutions, it is extremely important. The bylaws are often seen as the "operating manual" of the organization. If you must write a charter for a business or organization, this article provides instructions on how to write a charter to help you run your organization effectively.
Steps
Part 1
Preparing to write the bylawsPart 2
Writing paragraphs of the charterPart 3
Completion of the charterCombine all the points in one document. Use the provided format for the entire document, one font type and size (11 - 12 size is the most readable). Include a cover page titled "Bylaws" and the name of your organization, the date the bylaws were last revised, and the effective date.
Ask professional parliamentarians to review your bylaws. He must determine following procedures: managing an organization, holding meetings, electing officials or committee leaders, and so on. These procedures are based on rules that define the order of procedures, how many people must vote to make a decision, who can vote by proxy, and so on. A professionally accredited parliamentarian is one who is an expert in the current rules and procedures that govern most bylaws.
or find on the Internet. Most likely, you will need to pay for his services. #Ask a lawyer to review your charter. Consult with a lawyer who specializes in non-profit organizations. He will evaluate whether your charter is consistent with other key documents of your organization.
Part 4
Storage and use of the Charter*There are many various options Charter. It is useful to review a number of Bylaws, especially organizations like yours. *Check with the other organization to learn about the process of writing and revising their Bylaws. *Make sure your Articles of Association are consistent with other key documents of your organization, such as the Memorandum of Association, rules of governance, and any other documents that reflect the functioning of the organization. Ensure that the titles of a number of positions on the Board of Directors and job descriptions are the same for all documents, the days of the meetings are also the same, along with other minor details. If you are affiliated with another business, such as the State Department of Education, you must ensure that your bylaws meet its expectations and requirements. * Good idea- instruct different subcommittees to check the consistency of the Charter. Double check your work.
5.1.2. In cases and in the manner provided for by the Federal Law and the Charter of the Company, receive information about the activities of the Company and get acquainted with its accounting and other documentation in the manner prescribed by the Charter.
5.1.3. Participate in the distribution of the Company's profits.
5.1.4. To receive, in the event of liquidation of the Company, a part of the property remaining after settlements with creditors, or its value.
5.1.5. Members of the Company, whose shares in the aggregate amount to at least 10% of the authorized capital of the Company, have the right to demand in court the exclusion from the Company of a member who grossly violates his obligations or by his actions (inaction) makes the activities of the Company impossible or significantly complicates it.
5.1.6. Sell or otherwise alienate its share or part of the share in the authorized capital of the Company to one or more participants in this Company [ with the consent of other members of the Company or the Company. / Consent of other members of the Company or the Company to make such a transaction is not required].
5.1.7. Pledge his share or part of the share in the authorized capital of the Company to another member of the Company or, with the consent of the general meeting of members of the Company, to a third party. The decision of the general meeting of the Company's members to give consent to the pledge of a share or part of a share in the authorized capital of the Company owned by a member of the Company shall be adopted [ by a majority of votes of all members of the Company / indicate a larger number of votes for making such a decision]. The vote of a member of the Company who intends to pledge his share or part of the share is not taken into account when determining the voting results.
5.1.8. Appeal against decisions of the Company's management bodies taken in violation of the requirements of the Federal Law, other legal acts Russian Federation, the Charter of the Company and violating the rights and legitimate interests of a member of the Company.
5.1.9. Demand, acting on behalf of the Company, compensation for losses caused to the Company.
5.1.10. To challenge, acting on behalf of the Company, the transactions made by it on the grounds provided for in Article 174 of the Civil Code of the Russian Federation or the Federal Law, and demand the application of the consequences of their invalidity, as well as the application of the consequences of the invalidity of the void transactions of the Company.
5.2. A member of the Company who, against his will, as a result of illegal actions of other participants or third parties, has lost the right to participate in it, has the right to demand the return to him of the share of participation transferred to other persons, with the payment of fair compensation determined by the court, as well as compensation for losses at the expense of persons responsible for the loss of share.
5.3. Members of the Company may also have other rights provided for by the Civil Code of the Russian Federation, the Federal Law and the Charter of the Company.
5.4. Members of the Society are obliged:
5.4.1. Make contributions to the authorized capital of the Company in the manner, in the amounts, in the ways provided for by the Federal Law and the agreement on the establishment of the Company, and contributions to other property of the Company.
5.4.2. Do not disclose confidential information about the activities of the Company.
5.4.3. Inform the Company in a timely manner about changes in information about his name or title, place of residence or location, as well as information about his shares in the authorized capital of the Company. If a member of the Company fails to provide information about a change in information about himself, the Company shall not be liable for the losses caused in connection with this.
5.4.4. Participate in the adoption of corporate decisions, without which the Company cannot continue its activities in accordance with the law.
5.4.5. Do not take actions knowingly aimed at causing harm to the Company.
5.4.6. Not to take actions (inaction) that significantly impede or make it impossible to achieve the goals for which the Company was created.
5.5. Members of the Company also bear other obligations stipulated by the Federal Law and the Charter of the Company.
6. Transfer of the share of a company member in the authorized capital of the company to other members of the company and third parties
6.1. A member of the Company has the right to sell or otherwise alienate his share or part of a share in the authorized capital of the Company to one or more members of the Company. The consent of other members of the Company or the company to make such a transaction is not required.
6.2. Sale or alienation in any other way of a share or part of a share in the authorized capital of the Company to third parties is allowed with the consent of other members of the Company or the Company in compliance with the requirements stipulated by the Federal Law.
6.3. Members of the Company enjoy the pre-emptive right to purchase a share or part of a share of a member of the Company at the offer price to a third party in proportion to the size of their shares.
6.4. The Company has the right to exercise the pre-emptive right to purchase a share or part of a share owned by a member of the Company at the offer price to a third party, within seven days from the date of expiration of the pre-emptive right to purchase from the members of the company or the refusal of all members of the company to use the pre-emptive right to purchase a share or part of a share by sending acceptance of an offer to a member of the company.
6.5. Members of the Company may use the pre-emptive right to purchase not the entire share or not the entire part of the share in the authorized capital of the Company offered for sale.
The Company may use the pre-emptive right to purchase not the entire share or not the entire part of the share in the authorized capital of the Company, offered for sale, if other members of the Company have not exercised their pre-emptive right.
At the same time, the remaining share or part of the share may be sold to a third party after partial exercise of the said right by the Company or its participants at a price and on terms that were communicated to the Company and its participants, or at a price not lower than the price predetermined by the Charter.
6.6. Assignment of the said pre-emptive rights to purchase a share or part of a share in the authorized capital of the Company is not allowed.
6.7. The share of a member of the Company in the authorized capital of the Company may be alienated before its full payment only in the part in which it has already been paid.
6.8. Members of the Company have the right to use the pre-emptive right to purchase a share or part of a share in the authorized capital of the Company within thirty days from the date of receipt of the offer by the Company.
6.9. Transfer of a share in the authorized capital of the Company to heirs and successors legal entities who were members of the Company, the transfer of a share owned by a liquidated legal entity, its founders (participants) who have property rights to its property or rights of obligation in relation to this legal entity, are allowed only with the consent of the other members of the Company.
6.10. When selling a share or part of a share in the authorized capital of the Company at a public auction, the rights and obligations of a member of the Company for such a share or part of a share are transferred with the consent of the members of the Company.
6.11. If this Charter of the Company provides for the need to obtain the consent of the members of the Company for the transfer of a share or part of a share in the authorized capital of the Company to a third party, such consent is considered received provided that all members of the Company within thirty days from the date of receipt of the relevant request or offer by the Company in The Company submitted written statements of consent to the alienation of a share or part of a share on the basis of a transaction or to the transfer of a share or part of a share to a third party on another basis, or written statements of refusal to give consent to the alienation were not submitted within the specified period or the transfer of a share or part of a share.
6.12. If the Charter of the Company provides for the need to obtain the consent of the Company for the alienation of a share or part of a share in the authorized capital of the Company to members of the Company or third parties, such consent is considered received by the member of the Company alienating the share or part of the share, provided that within thirty days he received consent of the Company, expressed in writing, or the Company has not received a refusal to give consent to the alienation of a share or part of a share, expressed in writing.
6.13. The transfer of a share of a member of the Company to another person entails the termination of his participation in the Company.
7. Withdrawal of a member of the company from the company
7.1. A member of the Company has the right to withdraw from the Company, regardless of the consent of its other members or the Company, by:
1) submission of a notarized application for withdrawal from the Company;
2) presenting a claim to the Company for the acquisition by the Company of its share in the following cases:
If the Charter of the Company prohibits the alienation of a share or part of a share owned by a member of the Company to third parties and other members of the Company have refused to acquire them or consent has not been received for the alienation of a share or part of a share to a member of the Company or a third party, provided that the need to obtain such consent is provided for by the Charter of the Company ;
Adoption by the general meeting of the Company's participants of a decision to conclude a major transaction or to increase the authorized capital of the Company in accordance with paragraph 1 of Article 19 of the Federal Law, if he voted against such a decision or did not take part in the voting. This requirement is subject to mandatory notarization in accordance with the rules provided for by the legislation on a notary for certifying transactions, and can be presented by a member of the company within forty-five days from the date when the member of the company found out or should have found out about decision. If a member of the company took part in the general meeting of members of the company that made such a decision, such a request may be submitted within forty-five days from the date of its adoption;
Refusal of consent to the transfer of a share in the authorized capital of the Company to the heirs of citizens and legal successors of legal entities that were members of the Company.
7.2. When a member of the Company submits an application for withdrawal from the Company or submits a request for the Company to acquire its share in the cases provided for in clause 7.1 of this Charter, the share shall be transferred to the Company from the moment the Company receives the relevant application (requirement). This participant must be paid the actual value of his share in the charter capital or, with his consent, property of the same value must be given in kind in the manner, manner and within the time limits provided for by the Federal Law and the Charter of the Company.
7.3. Withdrawal of a member of the Company from the Company does not release him from the obligation to the Company to make a contribution to the property of the Company that arose prior to filing an application for withdrawal from the Company.
7.4. The withdrawal of the Company's members from the Company, as a result of which not a single member remains in the Company, as well as the withdrawal of the sole member of the Company from the Company, is not allowed.
8. General meeting of members of the company
8.1. The supreme body of the Society is the general meeting of the Society's participants. In the event that a member of the Company is one person, it assumes the functions of the General Meeting of Members.
Each member of the Company has at the general meeting of members of the Company the number of votes proportional to its share in the authorized capital of the Company, except for the cases provided for by the Federal Law "On Limited Liability Companies".
8.2. The competence of the general meeting of participants of the Company includes:
1) determination of priority areas of the Company's activities;
2) making a decision on the participation of the Company in associations and other associations of commercial organizations;
3) approval and amendment of the Charter of the Company, including changes in the size of the authorized capital of the Company;
4) formation of the executive bodies of the Company and early termination of their powers, as well as making a decision to transfer the powers of the sole executive body of the Company to a manager, approval of such a manager and the terms of the contract with him;
5) election and early termination of powers [ audit committee/auditor] Society;
6) approval of annual reports and annual balance sheets;
7) distribution of profits and losses of the Company; adoption of a decision on the distribution of the Company's net profit among the Company's members;
8) approval (acceptance) of documents regulating the internal activities of the Company (internal documents of the Company);
9) making a decision on the placement by the Company of bonds and other issue valuable papers;
10) appointment of an audit, approval of the auditor and the establishment of the amount of payment for his services;
11) making a decision on reorganization or liquidation of the Company;
12) appointment of a liquidation commission (liquidator) and approval of liquidation balance sheets;
13) creation of branches and opening of representative offices of the Company;
14) approval of transactions in which there is an interest;
15) approval of major transactions;
16) resolution of other issues provided for by the Federal Law or the Charter of the Company.
11. Distribution of the profit of the company between the participants of the company
11.1. The society has the right [ quarterly, semi-annually, once a year] decide on the distribution of its net profit among the members of the Company.
11.2. 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.
11.3. The term and procedure for payment of a part of the distributed profit of the Company are determined by the decision of the general meeting of the Company's participants on the distribution of profit between them. The term for payment of a part of the distributed profit of the Company should not exceed sixty days from the date of the decision on the distribution of profit between the members of the Company.
11.4. If during the period of payment of a part of the distributed profit of the Company, a part of the distributed profit is not paid to a member of the Company, he has the right to apply to the Company within three years after the expiration of the specified period with a requirement to pay the corresponding part of the profit.
11.5. 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;
Until payment of the actual value of the share or part of the share of a member of the Company in cases provided for by the Charter of the Company and the Federal Law;
If at the time of making such a decision the Company meets the signs of insolvency (bankruptcy) in accordance with the federal law on insolvency (bankruptcy) or if the said signs appear in the Company as a result of such a decision;
If at the time of 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 such a decision;
11.6. The Company is not entitled to pay to the Company's members the profit, the decision on the distribution of which among the members of the Company has been made:
If at the time of payment the Company meets the signs of insolvency (bankruptcy) in accordance with the federal law on insolvency (bankruptcy) or if the said signs appear in the Company as a result of payment;
If at the time of payment the value of the net assets of the Company is less than its authorized capital and reserve fund or becomes less than their size as a result of payment;
In other cases provided for by federal laws.
Upon termination of the circumstances specified in this paragraph, 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.
12. Funds and net assets of the company
12.1. The company creates a reserve fund in the amount of [fill in the right one].
12.2. [indicate other funds created by the company and their amounts].
12.3. The value of the Company's net assets is determined according to the data accounting in the manner established by the federal executive body authorized by the Government of the Russian Federation.
The Company is obliged to provide any interested person with access to information on the value of its net assets in the manner prescribed by this Charter for familiarization of the Company's participants with the documents of the Company.
12.4. The Company's annual report must contain a section on the state of the Company's net assets, which indicates:
1) indicators characterizing the dynamics of changes in the value of net assets and authorized capital of the Company for the last three completed financial years, including the reporting year, or, if the Company exists for less than three years, for each completed financial year;
2) the results of the analysis of the causes and factors that, in the opinion of the sole executive body of the Company, led to the fact that the value of the net assets of the Company turned out to be less than its authorized capital;
3) a list of measures to bring the value of the Company's net assets in line with the size of its authorized capital.
12.5. If, at the end of the second or each subsequent financial year, the value of the Company's net assets turns out to be less than its authorized capital, the Company, in the manner and within the time period provided for by the Federal Law, is obliged to increase the value of net assets to the amount of the authorized capital or register, in the prescribed manner, a decrease in the authorized capital. If the value of the Company's net assets becomes less than the minimum authorized capital specified by law, the Company is subject to liquidation.
13. Storage of company documents and provision of information by the company
13.1. The company is obliged to keep the following documents:
Agreement on the establishment of the Society;
Decision on the establishment of the Society;
Minutes (minutes) of the meeting of the founders of the Company, containing a decision on the establishment of the Company and 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;
Charter of the Company, as well as amendments made to the Charter of the Company and duly registered;
Document confirming state registration Society;
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;
Lists of affiliated persons of the Company;
Conclusions of the audit commission (auditor) of the Company, the auditor, state and municipal financial control bodies;
Minutes of general meetings of members of the Company, the Audit Commission of the Company;
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 and executive bodies of the Company.
13.2. The Company keeps the said documents at the location of its sole executive body.
13.3. The Company is obliged to provide the members of the Company with access to its judicial acts on a dispute related to the creation of the Company, its management or participation in it, including rulings on the initiation of proceedings by an arbitration court and the adoption statement of claim or statements to change the grounds or subject matter of a previously filed claim.
13.4. The Company, at the request of a member of the Company, is obliged to provide him with access to the specified documents. Within three days from the date of presentation of the relevant request by a member of the Company, these documents must be provided by the Company for review at the premises of the executive body of the Company. The Company, at the request of a member of the Company, is obliged to provide him with copies of the said documents. The fee charged by the Company for the provision of such copies may not exceed the cost of their production.
14. Branches and representative offices of the company
14.1. The Company may create branches and open representative offices.
14.2. A branch of the Company is its separate subdivision located outside the location of the Company and performing all or part of its functions, including the functions of a representative office.
14.3. The representative office of the Company is its separate subdivision, located outside the location of the Company, representing the interests of the Company and protecting them.
14.4. The branch and representative office of the Company are not legal entities and act on the basis of the provisions approved by the Company. The Company endows established branches and representative offices with property.
14.5. The heads of branches and representative offices of the Company are appointed by the Company and act on the basis of its power of attorney.
14.6. Branches and representative offices of the Company carry out their activities on behalf of the Company that created them. The Company is responsible for the activities of the branch and representative office of the Company.
15. Reorganization and liquidation of the company
15.1. The Company may be reorganized or liquidated voluntarily by the unanimous decision of its members.
Other grounds for the reorganization and liquidation of the Company, as well as the procedure for its reorganization and liquidation are determined by the Civil Code of the Russian Federation and the Federal Law.
15.2. The company has the right to be transformed into Joint-Stock Company, economic partnership or production cooperative.
The charter is recognized by the legislation as the founding document of an LLC at its opening. This document is developed specifically for each enterprise, taking into account the type and conditions of its activity, the size of the authorized capital and other important points and conditions for the functioning of the organization.
What is the charter of an enterprise in the status of LLC?
From the position of the legislation of the Russian Federation, the Charter of an LLC is an official constituent document that regulates the activities of an enterprise, starting with its organization and ending with liquidation. It is approved by the Federal Tax Service and acquires legal force after registration. The Federal Law "On a limited liability company" regulates the requirements for its content, design, but a single standard model for all organizations has not been established. In each case, the charter is drawn up by the founders independently, taking into account individual indicators.
There is a model charter sample that you can use when drawing up your own, including clauses that correspond to the individual characteristics of the LLC.
Main points that are included in the document:
- Name of LLC. If the name has both an abbreviated and full options, then both are written on the title page.
- Location and legal address society.
- Kind of activity.
These are mandatory items that must be included in the text of the charter. They are a ready-made template for a standard company incorporation document. In addition, the charter includes a section on the rights and obligations of community members, the procedure for transferring shares to other persons, and other information depending on the individual conditions of the organization of the company.
Standard and individual types of charters
Drawing up the Charter of an LLC is the main action of the founder when creating a company. Entrepreneurs have the opportunity to use a standard version of the document or create an individual one. In Federal Law No209, citizens are allowed to choose the option that is most suitable for a new LLC:
- Typical the charter provides an advantage to the founder in terms of saving time in its preparation. It is enough to use a ready-made template, change and supplement its provisions in accordance with the characteristics of your own society.
- Drafting individual the text of the Charter is an inevitable waste of time and money for legal advice, but in the end these costs are worth it in order to have a constituent document that fully meets the specifics of the LLC.
Changes have been made to the requirements for the content of the charter of an LLC: information about the members of the company and their shares in the authorized capital has been excluded from the content. The same rule applies if the founder of the company is 1 person.
A big advantage when drawing up constituent documents is that the Federal Tax Service first checks the readiness of the Charter for registration before it is handed over. Employees of the service advise clients, answer questions, help correct inaccuracies in the text.
When is the charter of an LLC with one founder needed?
A sample charter with one founder should include clauses similar to those presented in the standard sample for any LLC. The differences between the statutes are only in the details and in the header.
The legislation defines the founder of an LLC - this is a person creating a company from scratch, the owner of the company and the owner. Their number can be no more than 50. In practice, LLCs are usually created by two owners, but it is not uncommon for the founder to act in the singular. He also takes on the functions of the director.
It is advisable for the founder not to take on the functions of the director of an LLC in order to properly organize the work of the company and keep the company's activities under control. The director manages the company, expands its capabilities, providing the owner with a report on the actions taken.
Features of the Charter of an LLC with one founder
The charter of a limited liability company with one founder has its own characteristics. When compiling it, it is necessary to take into account them:
- The founder writes an application in the form P11001 for the registration of the company.
- LLC can be registered at the home address of the founder. It must be indicated in the Articles of Association as the legal address of the company.
- It is allowed to be founders of citizens who already have the status of legal entities, as well as any individual.
- The charter needs to be stitched, numbered, sealed.
A receipt confirming the payment of the fee is attached to the Articles of Association. Cost - 1,000 rubles. for registration, 800 rubles. - for making changes.
If it is necessary to change the information in the Charter, the document is not completely rewritten, certain sections of the text are amended. This applies to cases where there has been a change of address, size of the authorized capital, type of activity. Changes are made by the sole owner of the LLC, then he submits the Charter to the Federal Tax Service for verification and registration.
Charter structure:
- Company name in full and abbreviated form, if available.
- The address where the company is registered.
- Planned area of activity. Just in case, the founders indicate in the document that the company will not be limited to one area.
- Limits of competence - a list of issues that will be resolved only by the founder, without outside interference.
- Obligations and rights of employees.
- Rules for the admission of new members to the society.
- Rules for storing documentation, document flow within the company, the procedure for submitting documents for consideration or familiarization to third parties.
When forming the text of the Charter, it must be borne in mind that information about the company's participant is not entered into the document. If the number of founders increases over time from one to several persons, then the changes are made officially through the Federal Tax Service.
How to draw up a charter?
When drafting the text of the Charter, it is recommended to use exemplary document, simultaneously introducing into the template own items corresponding to the individual characteristics of the LLC. Legal consultation a qualified specialist will help to avoid errors in the text.
After the charter is edited, each of its pages is numbered, excluding the title page, the document is stitched and sealed. A paper seal is glued on the last sheet. The inscription “Stitched and numbered” is put on it, the total number of pages, the date of sealing are indicated, the founder signs the seal.
If a seal has been made by this time, then it is necessary to fasten the sealing with it. The seal is not an obligatory business requisite for the LLC's activities. Its presence depends on whether the fact of its manufacture is enshrined in the Charter of the company. If not, then the signature of the director of the company is sufficient when drawing up the documents.
The document must be completed according to established rules. Page numbering does not start from the "title", but from the first page. The text is printed on one side of the sheet in compliance with the format: margins, indents, numbering of sections and paragraphs, etc. It is worth preparing 2 or more copies of the document with the registration mark of the Federal Tax Service, since in the future there will be many cases when it is necessary to present them at various instances.
On some important characteristics of the sample charter of an LLC with one founder
For a citizen planning to open a company and be the only founder in it, it is necessary to be aware of some differences between the sample Charters. They are almost completely identical, given that since 2014, full names are not required. founders, their number, data of their documents and the size of the share.
But there is mandatory conditions , which are present in the sample Charter with one founder, they should not be neglected in the original:
- The title page indicates which body approved the document. In a company with several owners, approval is made at a general meeting, and one founder decides the issue individually. On the title page there is an entry: “Approved”, the decision of one founder - indicating the date of its adoption.
- The legal address of the founder, who registers the company alone, may coincide with the address of his residence at the place of residence - this is permitted by law.
The charter is the only constituent document of the company, therefore it is important to properly execute it in order to avoid returning the document to the Federal Tax Service for revision. Regardless of the number of founders of the company, the Charter must be available and regulate important points LLC activities.
