A limited liability company cannot exist without constituent documents, the main of which has always been an LLC constituent agreement.
Three years ago, there was a different form of the memorandum of association than now. It contained a detailed description of the company’s activities (goal, objectives, types of services or goods), aspects related to the organization of labor (rights and obligations of the founders, governing body), property of the company, economic issues, the order of distribution of finances, the order of liquidation, reorganization, creation of representative offices, branches. Now, all these points are prescribed only in the charter of the company - according to the law, from July 1, 2009, this is the only constituent document of the LLC.
An agreement on the creation of an LLC is something else: not a constituent, but a necessary document. It is between the founders of the company and should reflect the subject of the agreement (creation of the LLC), the location of the company, 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 determines the content of this contract and the nuances of the wording.
Anyone can be a founder, even a local government body and a municipal institution. The maximum number under the law does not exceed 50 people. The memorandum of association of an LLC, let’s call it conditionally so, must contain the words “we undertake to create”, this is the essence of this document. And hereinafter, other details of the agreement are indicated.
As for the name of the company, it is enough to indicate the abbreviated form - the abbreviation. In full, the combination of "limited liability" must be prescribed. The specified name will become branded, i.e. the company no longer has the right to speak under a different name unless it decides at a general meeting and duly registers the changes in the unified state register of legal entities. persons. Do not copy, even partially, the name of other similar companies. This may result in a lawsuit.
As mentioned earlier, the foundation agreement of the LLC (on establishment) should contain information about the location of the company. The legal address of the company may be the same as the address of the residence of its director or founder, the sole founder of the LLC. The organization itself can be located anywhere (the actual address of the location).
By specifying the authorized capital in the contract, by this moment the founders of the company must deposit all of its amount into their bank account.
The establishment of a limited liability company cannot be documented in the form of an agreement if the participant is one person (according to the rules of civil law regarding agreements). After all, a contract requires several people. In this case, the founders always wrote the decision of the “general” meeting number 1 on the creation of the LLC. You can issue this expression in the form of a protocol or other document. The main thing is not to sign it on behalf of the director of a company that does not yet exist (not registered). Only the founder can sign such a decision.
Having a memorandum of association of the LLC, the creators can apply to the registration chamber for state registration of the company. The tax authority registers the company after providing a receipt of the payment of the duty indicating the person who paid it (this must be one of the founders). The reason for the refusal of registration will be the lack of information on the whereabouts of the company, its abbreviated name, failure to pay the state duty, as well as non-compliance with the requirements for paperwork. Each page must be numbered, but the document is hemmed and signed.
Any questions regarding the documentation of the company should be interpreted not only on the basis of the relevant federal law, but also on the basis of the civil code (the part that describes contractual relations).