The constituent documents of an LLC are a charter and a memorandum of association. According to the latter, participants in the company are obliged to create an organization and approve a strict procedure for their common activities. The contract shall indicate the composition of the participants (founders) of the company, the size of the authorized capital of the enterprise or organization and the share of each of the participants, as well as their interest and the composition of the contributions. The clear terms and procedure for making the approved amounts in the capital during the process of its establishment, the responsibility of all shareholders for violation of obligations related to the deposit, is also indicated in the documents of the company.
The constituent documents of the LLC, the memorandum of association in particular, must also contain the procedure and conditions for the distribution of profit between people who invested funds, and the composition of the management bodies of this company, as well as a clear procedure for the founders to leave it.
The charter of any LLC must necessarily contain the following points - the abbreviated and full name of the organization, its exact address, composition and competence of the company's management bodies, information on the amount of capital, as well as cost (nominal), obligations and rights of all founders, information on the redistribution of shares between them. This also includes information on the storage of documents and the procedure for providing data to all shareholders.
Based on the memorandum of association and the charter (constituent documents of the LLC), a particular company in the person of a certain governing body can act as a participant in civil turnover, as well as a subject of tax, labor and other various legal relations. The charter, subject to general legislative requirements, individualizes the status of the legal entity of a particular organization.
When exactly are changes made to the constituent documents of an LLC? When re-registering or changing the location of the company (because, due to the crisis, rents are constantly growing, the owners of organizations are looking for cheaper options, etc.). The tax service does not encourage a mismatch between the actual and legal addresses.
The constituent documents of the LLC require mandatory changes in the event one of the participants leaves the business. The specific value of its share is calculated according to the accounting records for one month preceding the month of the application by the founder for leaving the company. The calculated amount or part of the property shall be transferred to the former shareholder no later than three months later.
If unregistered changes have occurred in the company, its activity will be declared illegal and bank accounts will be blocked.
The regulated list of grounds serving to amend the constituent documents of an LLC:
1. change of passport or any of its data with members of the company;
2. change in the amount of capital, the composition of shareholders;
3. change in the distribution of capital shares, main types of economic activity, legal form of ownership;
4. The new name of the organization, if it changes;
5. change of director.
List of documents required to make changes:
1. certificate OGRN (from the tax authority);
2. Taxpayer Certificate-TIN;
3. The latest edition of the applicable charter;
4. constituent document of LLC (limited liability company), that is, an agreement;
5. special documents by which you can verify the full payment of all shares of the authorized capital;
6. The minutes of the meeting (general) of all participants (or the decision of the sole shareholder, if he is one) on the creation of the organization;
7. The order on the appointment of the current head (director) of the company;
8. and, finally, an extract from the register.
Signatures on the application for re-registration and amendments are certified by a notary. To do this, you must have the originals of all the documents that were listed above.