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48. Constituent documents of a limited liability company
The founding documents of a limited liability company are the memorandum of association signed by its founders and the charter approved by them. If a company is founded by one person, its founding document is the charter.
The constituent documents of a limited liability company must contain conditions on the size of the authorized capital of the company; on the size of the shares of each of the participants; on the size, composition, terms and procedure for making contributions by them, on the responsibility of participants for violation of obligations to make contributions; on the composition and competence of the management bodies of the company and the procedure for making decisions by them, including on issues decisions on which are taken unanimously or by a qualified majority of votes, as well as other information provided for by the law on limited liability companies. The constituent documents of an LLC must meet the requirements of the Civil Code of the Russian Federation for the constituent documents of a legal entity.
The founders of the company conclude a memorandum of association and approve the charter of the company. The founders of the company elect (appoint) the executive bodies of the company, and in case of making non-monetary contributions to the authorized capital of the company, approve their monetary value.
The decision to approve the charter of the company, as well as the decision to approve the monetary value of the contributions made by the founders of the company, is taken by the founders unanimously. The founders of the company are jointly and severally liable for the obligations associated with the establishment of the company and that arose before its state registration. The company is liable for the obligations of the founders of the company associated with its establishment, only in the event of subsequent approval of their actions by the general meeting of participants in the company. The charter of the company must contain:
1) full and abbreviated trade name of the company;
2) information about the location of the company;
3) information on the composition and competence of the company's bodies, including on issues constituting the exclusive competence of the general meeting of the company's participants, on the procedure for making decisions by the company's bodies, including on issues decisions on which are taken unanimously or by a qualified majority of votes;
4) information on the amount of the authorized capital of the company;
5) information on the size and nominal value of the share of each member of the company;
6) the rights and obligations of the company's participants;
7) information on the procedure and consequences of the withdrawal of a company participant from the company;
8) information on the procedure for the transfer of a share (part of a share) in the authorized capital of the company to another person;
9) information on the procedure for keeping the company's documents and on the procedure for the company to provide information to the company's participants and other persons;
10) other information provided for by the Law on Limited Liability Companies.
Author: Sazykin A.V.
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