The Foundation agreement of the LLC replaced by the Treaty establishing the

A limited liability company can not exist without the constitutive documents, the chief of which has always been the Foundation agreement of the LLC.

Three years ago there was different than it is now, the form of Memorandum. It contained a detailed description of the activity (purpose, objectives, types of goods or services), aspects concerning the organization of labour (rights and obligations of founders, control), business property, economic issues, the allocation of Finance, the order of liquidation, reorganization, creation of representations, branches. Now all these points are written only in the Charter of the company – according to the law from 1 July 2009 it is the only constituent document of an LLC.

The Agreement on the establishment of OOO – is something different: not the constituent, but the required document. He is among the founders of the company and should reflect the subject of the agreement (setting up OOO), the location of the firm, full and abbreviated name, as well as the amount of capital the share of each founder in it, and of course the signature. The law defines the contents of this agreement and the nuances of language.

The Founder can be anyone, even the local government and municipal authority. The maximum number by law does not exceed 50 people. The Foundation agreement of the LLC, let us call them so, must include the words “commit to create" this is the essence of this document. And then the text for other details of the agreement.

As for the name, you can specify the short form of – an abbreviation. In full be sure to register the combination of “liability”. The specified name will be branded, i.e. to act under a different name society is not entitled, unless you take appropriate decision at the General meeting and will not be registered due changes in the unified state register Jur. . should Not be copied, even partially, the name of the other similar companies. It would end judicial proceedings.

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As mentioned earlier, the Memorandum of the company (of the establishment) should contain information about the location of the firm. The company address can be the same as the residential address of the Director or of the founder, the sole founder of the LLC. The organization itself may be in any location (the actual location).

Pointing to the share capital in the agreement, the founders society should contribute the whole amount to your Bank account.

The Establishment of a limited liability company may not be documented in the form of the agreement, if the participant is a single person (under civil law contracts). Because of the agreement need a few people. In this case, the founders always wrote the decision “General” meeting with the number 1 on LLC creation. You can arrange this expression in the form of a Protocol or another document. The main thing is not to sign it on behalf of the Director of the not yet existing (not registered) firms. Only the founder may sign the decision.

With the Foundation agreement of the LLC, the creators can apply to the Registrar for the state registration of the company. A tax authority shall register the society after giving a receipt for payment of fees with a reference to the person who paid for it (it has to be one of the founders). Grounds for refusal of registration will be the lack of information about the location of society abbreviated name, if non-payment of the registration fee, and failure to comply with the requirements of the design documents. Each page should be numbered, but the document filed and signed.

Any questions regarding the documentation of society should be treated not only on the basis of relevant Federal law, but also on the basis of the civil code (the part which describes the contractual relationship).