The founding agreement is the founding agreement. Memorandum of association. Why is this agreement necessary?

07.01.2021

Since 2009 Agreement on the establishment of a Limited Liability Company and is not a constituent document, but it must be present in the set of documents for registering an LLC.

The Establishment Agreement establishes the agreement between the founders of the Limited Liability Company on the establishment of a legal entity, and also determines the main characteristics of the Company being created.

The contract is prepared in two copies, numbered and stitched. It is necessary to submit only one copy of the Agreement to the registration authority, which remains in the registration file. The second copy remains with the Society.

The agreement on the establishment of an LLC must contain:

Information about the founders (individuals and / or legal entities);
Full corporate name of the Company, and, if available, abbreviated;
Address of the location of the Executive Body (legal address);
Information on the amount of the authorized capital and methods of its formation;
Information on the distribution of the authorized capital of the LLC between the participants;
Information on the procedure for increasing (decreasing) the authorized capital;
Information on the procedure for distributing profits among the members of the Company;
Information about the management bodies of the Company;
Information on the procedure for withdrawal of members of their Society;
Information on the procedure for resolving disputes;
Other information (see sample Foundation Agreement).

The procedure for concluding the Agreement on the establishment

The approval of the Foundation Agreement and the decision to sign it shall be reflected in the Minutes of the General Meeting of Founders.

All participants of the created LLC must sign the Agreement. If there are legal entities among the founders of the Limited Liability Company, then on behalf of this person the Agreement is signed by its head and affixes his signature with the seal of the organization.

Sample Agreement on the establishment of an LLC

CONTRACT OF ESTABLISHMENT

Limited liability companies

"RegFile"

Moscow "___" ________ 20___

We, the undersigned Founders of the Society:

Ivanov Ivan Ivanovich, passport series: 45 10 No. 111111, issued by the DEPARTMENT FOR THE SOKOL DISTRICT OF THE OUFMS OF RUSSIA FOR THE MOUNTAIN. MOSCOW In CJSC, date of issue 05.05.2005, subdivision code 770-770, registered at: 444444, Moscow, st. Moskovskaya, 45, apt. 35.
Petrov Petr Petrovich, passport series: 45 10 No. 222222, issued by the PASSPORT OFFICE OF THE OVD DISTRICT OF THE NORTHERN TUSHINO DISTRICT OF MOSCOW, date of issue 03.03.2003, subdivision code 772-772, registered at the address: 123123, Moscow, st. Pobedy, d. 2, building 2, apt. 22.

Based on and in accordance with the Civil Code Russian Federation, the Federal Law "On Limited Liability Companies" and other legislative acts of the Russian Federation entered into an Agreement on the establishment of the Company on the following:

Article 1. ESTABLISHMENT AND STATUS OF THE COMPANY.

1.1. The established Society has the rights legal entity according to the legislation of the Russian Federation. The company is a legal entity from the moment of its state registration.

1.2. The Company operates on the basis of the Charter, approved by the founders and registered in accordance with the procedure established by law. The Charter defines the status of the Society.

1.3. Full corporate name of the Company in Russian: RegFile Limited Liability Company.

1.4. Abbreviated corporate name of the Company in Russian: RegFile LLC.

1.5. Location of the Company - 333333, Moscow, Chistoprudny Boulevard, 20, bldg. 2. The activity of the Company is not limited by any period.

Article 2. SUBJECT AND PURPOSES OF ACTIVITY.

2.1. The society is created for the purpose of carrying out a wide sector of services and production of goods defined by the Charter. All activities of the Company are carried out in accordance with the current legislation.

2.2. Services are rendered by the Company on a commercial basis.

Article 3. AUTHORIZED CAPITAL OF THE COMPANY.

3.1. The authorized capital of the Company is made up of the nominal value of the shares and amounts to 10,000 rubles. 00 kop. (Ten thousand rubles 00 kopecks).

3.2. The authorized capital of the Company is divided into shares as follows:

Ivanov Ivan Ivanovich - the nominal value of the share is 5,000 rubles. 00 kop. (Five thousand rubles 00 kopecks), which is 50% of the authorized capital.
Petrov Petr Petrovich - the nominal value of the share is 5,000 rubles. 00 kop. (Five thousand rubles 00 kopecks), which is 50% of the authorized capital.

3.3. At the time of state registration of the Company, the authorized capital was paid in full by property.

3.5. The share of the founder of the Company, unless otherwise provided by this Charter, provides the right to vote only within the paid part of his share.

3.6. In case of incomplete payment of the share in the authorized capital of the Company within the period determined in accordance with the Charter of the Company, the unpaid part of the share shall be transferred to the Company. Such part of the share must be sold by the Company in the manner and within the time limits established by Article 24 of the LLC Law.

3.7. The increase in the authorized capital of the Company may be carried out at the expense of the property of the Company, and (or) at the expense of additional contributions of the Members of the Company, and (or) at the expense of contributions of third parties accepted by the Company.

3.8. An increase in the authorized capital of the Company is allowed only after its full payment.

Article 4. DISTRIBUTION OF PROFIT.

4.1. The Company has the right to make a decision on the distribution of its net profit among the Members of the Company quarterly, once every six months or once a year.

4.2. The part of the Company's profit intended for distribution among its Participants is distributed in accordance with the share in the authorized capital of the Company.

4.3. The Company is not entitled to make a decision on the distribution of its profits among the Participants and is not entitled to pay profits to the Participants of the Company:

Until full payment of the entire authorized capital of the Company;
Until payment of the actual value of the share (part of the share) of the Member of the Company in cases provided for by law;
If at the time of making such a decision the Company meets the signs of 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;
In other cases provided for by law.

Article 5. COMPOSITION AND ACTIVITIES OF THE BODIES OF THE COMPANY.

5.1. The management bodies of the Company are:

a) The supreme governing body is the General Meeting of the Members of the Company;

b) Sole executive body - General Director.

5.2. Information about the composition and competence of the Company's bodies, the procedure for their decision-making, including the list of issues on which unanimity is required, is set out in the Charter of the Company.

Article 6. ORDER OF EXIT FROM THE COMPANY.

6.1. A member of the Company has the right to withdraw from the Company by alienating a share to the Company, regardless of the consent of its other members or the Company.

6.2. Withdrawal of members of the Company from the Company, as a result of which no member remains in the Company, as well as withdrawal sole member Society from the Society is not allowed.

6.3. If a member of the Company withdraws from the Company, his share shall be transferred to the Company. The Company is obliged to pay to the member of the Company who submitted an application for withdrawal from the Company, the actual value of his share in the authorized capital of the Company, determined on the basis of the data of the Company's financial statements for the last reporting period preceding the day of filing an application for withdrawal from the Company, or, with the consent of this member of the Company, issue to him in kind property of the same value, or in case of incomplete payment of his share in the authorized capital of the Company, the actual value of the paid part of the share.

6.4. The Company is obliged to pay the member of the Company the actual value of his share or part of the share in the authorized capital of the Company or to give him in kind property of the same value within three months from the date of the occurrence of the corresponding obligation.

6.5. The actual value of a share or part of a share in the authorized capital of the Company is paid out of the difference between the value of the net assets of the Company and the size of its authorized capital. If such a difference is not enough, the Company is obliged to reduce its authorized capital by the missing amount.

6.6. 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.

Article 7. DISPUTES.

7.1. Disputes arising between the Participants are subject to settlement through negotiations.

7.2. If no agreement is reached, the dispute is considered by the General Meeting of the Members of the Company, the decision of which is final and binding.

7.3. The founders also have the right to judicial protection of their rights in the manner prescribed by applicable law.

Article 8. PRIVACY.

8.1. Documentation or any information of commercial value provided by the Members of the Company to each other, as well as to the Company, is considered confidential and cannot be transferred to third parties.

Article 9. FORCE MAJOR.

9.1. The Participant is released from liability for partial or complete failure to fulfill obligations under this Agreement, if this failure was the result of force majeure that arose after the conclusion of this Agreement as a result of extraordinary circumstances that the Participant could not foresee and prevent by reasonable measures. These circumstances include: flood, fire, earthquake or other natural phenomena, as well as war, hostilities, acts or actions government agencies and any circumstances beyond the reasonable control of the Participants.

9.2. Upon the occurrence of the specified paragraph 9.1. circumstances, the Participant must immediately report them in writing to other Participants. The notice must contain data on the nature of the circumstances, as well as, if possible, an assessment of their impact on the Participant's ability to fulfill his obligations under this Agreement.

9.3. In the cases provided for by paragraphs. 9.1. and 9.2. of this Agreement, the term for the Participant to fulfill his obligations is extended in proportion to the time during which such circumstances are in force.

9.4. In cases where the specified clause 9.1. of this Agreement, the circumstances and their consequences continue to operate for more than 6 months, or upon the occurrence of these circumstances, it becomes clear that they and their consequences will be valid for more than this period, the Participants should negotiate as soon as possible in order to identify alternative ways of fulfilling this agreement that are acceptable to them. Agreement.

Article 10 FINAL CONDITIONS

10.1. Any changes and additions to this Agreement are valid only on condition that they are made in writing, signed by the Participants or authorized representatives of the Participants, and also have passed the appropriate registration.

10.2. From the moment of signing this Agreement, all previous correspondence, documents and negotiations between the Participants on issues that are the subject of this Agreement are considered invalid.

10.3. The Agreement comes into force from the moment of its signing by all the Founders of the Company.

10.4. The founders bear the costs associated with the registration of the Company.

10.5. The contract is drawn up on four pages, in two copies.

Article 11. SIGNATURES OF THE PARTIES.

Ivanov Ivan Ivanovich ______________________________________

Petrov Petr Petrovich ______________________________________

(the founders of an LLC are a legal entity and an individual)

Establishment agreement
Limited liability companies "_______________________________"

____________ "___" _____________ 20__

Company name of the legal entity, represented by the position of the head of the full name, acting on the basis of the Charter (OGRN 0000000000000, TIN: 0000000000, KPP: 000000000, location address: 000000, ________, street ___________, str.___, d.__, office ___);
- Full name of the founder of an individual (passport of a citizen of the Russian Federation: 00 00 000000, issued on _____________________ ________________________ on 00.00.2000, subdivision code: 000-000, registration address: 000000, ________, st. _____________, d.__, apt.____ );
hereinafter referred to as participants (founders), guided by the legislation of the Russian Federation, in accordance with the Civil Code of the Russian Federation (adopted State Duma Russian Federation on October 21, 1994) and the Federal Law "On Limited Liability Companies" (adopted by the State Duma of the Russian Federation on January 14, 1998) decided to conclude an agreement on the establishment of a Limited Liability Company on the following terms:

1. NAME AND LOCATION OF THE COMPANY

1.1. Full corporate name of the Company: Limited Liability Company "_____________" (hereinafter referred to as the Company).
1.2. Abbreviated corporate name of the Company: _____________ LLC.
1.3. Full corporate name of the Company on English language: «_____________».
1.4. Abbreviated corporate name of the Company in English: "_____________".
2. Location of the Company: 000000, ________, st. _____________, building ___, d.__, office ___).

2. AUTHORIZED CAPITAL OF THE COMPANY

2.1. The amount of the authorized capital of the Company is 10,000 (Ten thousand) rubles 00 kopecks and consists of the nominal value of the shares of the Members of the Company.
2.2. Sizes of the shares of the Company's members in its authorized capital and their nominal value upon the establishment of the Company:
- Company name of the founder of the legal entity _____________________________ "_____________" - __%, the nominal value of the share - __ (________________) rubles 00 kopecks;
- Full name of the founder of the FL - __%, the nominal value of the share - __ (_______________) rubles 00 kopecks.
2.3. The authorized capital is paid no later than four months from the date of state registration of the Company. The payment price corresponds to the par value of the share.
2.4. Payment for shares in the authorized capital of the Company may be made in cash, securities, other things or property rights, or other rights having a monetary value.
2.5. Monetary valuation of non-monetary contributions to the Charter Capital of the Company made by the participants (founders) of the Company is approved by a unanimous decision of the general meeting of the founders of the Company.
2.6. When making a non-monetary contribution to the Authorized Capital, an act of acceptance and transfer of the relevant property must be signed between the Company and the participant.
2.7. The authorized capital is paid by the Founders of the Company as follows:
2.7.1. ________________________ "____________" contributes to the authorized capital of the Company:
- cash in the amount of _____ (__________) rubles 00 kopecks;

2.7.2. Full name of the founder of the FL contributes to the authorized capital of the Company:
- property: ____________________, __ pieces, worth 0 (____________) rubles 00 kopecks.
2.8. It is not allowed to release a member of the Company from the obligation to pay a share in the authorized capital of the Company, including by offsetting his claims against the Company.
2.9. In case of incomplete payment of the share in the authorized capital of the Company by the established date, the unpaid part of the share shall be transferred to the Company. Such part of the share must be sold by the Company in the manner and within the time limits established by the Federal Law "On Limited Liability Companies".
2.10. For failure to fulfill the obligation to pay for shares in the authorized capital of the Company, the Participants pay a penalty (fine) in the amount of 10% of the value of the unpaid part of the share.

3. FINAL PROVISIONS

3.1. Members of the Company shall be jointly and severally liable for obligations associated with the establishment of the Company and obligations that arose prior to its state registration. The Company shall be liable for the obligations of the founders of the Company related to its establishment, only in the event of subsequent approval of their actions by the general meeting of the members of the Company. At the same time, the amount of the Company's liability in any case cannot exceed one-fifth of the Company's paid-in authorized capital.
3.2. Members of the Company who have not fully paid their shares shall be jointly and severally liable for the obligations of the Company within the value of the unpaid part of their shares in the authorized capital of the Company.
3.3. The Company shall be liable for its obligations with all its property.
3.4. The Company is not liable for the obligations of its members.
3.5. This agreement is not founding document Society.
3.6. In case of discrepancy between the provisions of the founding agreement and the provisions of the Charter of the Company, the provisions of the Charter of the Company shall prevail for third parties and members of the Company.

4. SIGNATURES OF PARTICIPANTS (FOUNDERS)

Head position
Company name of legal entity ________________ /full name/

_________________ /full name of the founder of the sole proprietorship/

This Agreement was concluded between the founders of the Limited Liability Company "________________" (hereinafter in the text of the Agreement - the "Company"):

Citizen of the Russian Federation ____________________________ [full name](passport of a citizen of the Russian Federation 00 00 No. 000000, issued on ____________________________ xx.xx.20xx, subdivision code 000-000, registered at the address: index, city ________, st. __________, d. ____, apt. ____),

Limited Liability Company "________________" (LLC "________________", PSRN _________________, TIN _________________, KPP _________________, location address: postal code, city ________, st. __________, d. ____, office. _______) represented by ___________ [position] ________________________ [full name] acting on the basis of the Charter),

hereinafter referred to as the "Founders", as an agreement on the establishment of the Company in accordance with the Civil Code of the Russian Federation, Federal Law No. 14-FZ of February 8, 1998 "On Limited Liability Companies", others regulations governing the creation and operation of enterprises on the territory of the Russian Federation.

1. The Subject of the Agreement

1.1. This Agreement governs the relations of the Participants in the process of their implementation joint activities on the establishment of a commercial organization in the form of a Limited Liability Company, as well as the procedure and conditions for their participation in the establishment of this Company.

1.2. In accordance with this Agreement, the composition of the Founders of the Company being created, the size of the authorized capital of the Company, the size and nominal value of the share in the authorized capital of the Company of each of the Founders of the Company, the amount, procedure and terms of payment for such shares in the authorized capital of the Company are determined.

2. The procedure for the implementation of joint activities for the establishment of the Company

2.1. The founders agreed to create commercial organization in the form of a Limited Liability Company:

2.1.1. Full corporate name of the Company:

In Russian - Limited Liability Company "________________";

2.1.2. Abbreviated corporate name of the Company:

In Russian - LLC "________________".

2.1.3. Full corporate name of the Company:

In English - _________________________;

2.1.4. Abbreviated corporate name of the Company:

In English - _________________________.

2.2. The founders must determine the main directions of the Society's activities, prepare a draft Charter of the Society and approve it.

2.3. The costs of establishing the Society are borne by the Founder of the Society ____________________________ [indicate the full name or the name of the legal entity].

2.4. Responsible for providing all required documents for the state registration of the Company, the Founder of the Company ____________________________ was appointed to the state registering body [FULL NAME].

3. Authorized capital of the Company

3.1. The founders determined the authorized capital in the amount of __________ (amount in words) RUB, which is made up of the nominal value of the shares of the Founders of the Company and determines the minimum amount of the Company's property that guarantees the interests of its creditors.

3.2. Sizes of shares of the Founders of the Company:

Share size ________________ [full name] in the authorized capital of the Company is xx%, the nominal value of the share is __________ (Suma in cuirsive) rubles;

The share of LLC "________________" in the authorized capital of the Company is xx%, the nominal value of the share is __________ (Suma in cuirsive) rubles.

4. Procedure and terms for payment of shares in the authorized capital of the Company

4.1. Shares in the authorized capital of the Company are paid by the Founders in cash.

4.2. Each of the Founders must fully pay the nominal value of his share in the authorized capital of the Company within four months from the date of state registration of the Company.

4.3. It is not allowed to release the Founder of the Company from the obligation to pay a share in the authorized capital of the Company, including by offsetting his claims against the Company.

5. Duties and responsibilities of the Founders

5.1. Founders are required to:

Pay for shares in the authorized capital of the Company in accordance with the terms of this Agreement;

Bear the costs of establishing the Company in accordance with the terms of this Agreement;

Conscientiously comply with the terms of this Agreement and the Charter of the Company.

5.2. Responsibility of the Founders:

5.2.1. The founders of the Company shall be jointly and severally liable for obligations related to the establishment of the Company and arising prior to its state registration;

5.2.2. In case of non-fulfillment or untimely fulfillment by each Founder of obligations to pay for shares in the authorized capital of the Company, the Founder pays for the time of delay 0.5% of the unpaid amount for each day of delay. Interest on the share in the authorized capital of the Company that has not been paid within the agreed time frame shall be accrued in favor of the Company.

5.2.3. If the Founder does not fulfill or improperly fulfills his obligations specified in this Agreement, he is obliged to compensate other Founders for losses caused by non-fulfillment or improper fulfillment of their obligations. Losses are understood as direct actual damages. No refunds will be made for lost income.

6. Final provisions

6.1. This Agreement may be amended or supplemented in accordance with the established procedure by agreement of the Founders.

6.2. If any of the provisions of the Agreement is or becomes invalid, this does not cancel its other provisions.

6.3. Other essential terms of the Agreement establishing mutual civil rights and obligations of the Participants are set out in the Articles of Association of the Company.

6.4. In all other respects that are not provided for by this Agreement, the Participants are guided by the Charter, decisions of the meeting of the Participants and the current legislation.

6.5. This Agreement is made in 4 original copies - one copy for the Company, one copy for the body carrying out state registration of legal entities, and one copy for each of the parties.

SIGNATURES OF THE FOUNDERS:

________________

________________ ___________ [job title] OOO "________________"

________________________ [full name]

Compliance of the agreement with the above sample will help you avoid annoying mistakes when registering an LLC, but often regional tax authorities may impose specific requirements that are not explicitly specified in the legislation, so the service is now available specifically for our users free check documents for business registration by 1C specialists.

Guided by the legislation of the Russian Federation, we, individuals, citizens of the Russian Federation:
Citizen, passport (series, number, issued), residing at the address;
Citizen, passport (series, number, issued), residing at the address;
hereinafter referred to as the "Participants", have concluded this Agreement as follows:

1. THE SUBJECT OF THE AGREEMENT

1.1. Participants on general meeting No. 1 dated "" decided to carry out joint activities and created a LIMITED LIABILITY COMPANY "" with the rights of a legal entity, hereinafter referred to as the "Company".

1.2. Company location: .

2. GOALS, OBJECTIVES AND ACTIVITIES

2.1. The parties to this agreement consider it expedient economic activity the newly created society to carry out in the following areas:

2.2. The Company acquires the rights of a legal entity, and the legal capacity of the Company arises at the moment of its creation (state registration) and terminates at the moment of completion of its liquidation.

3. RIGHTS AND OBLIGATIONS OF PARTICIPANTS

3.1. The participants of the company are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of their contributions.

Members of the company who have made contributions incompletely shall be jointly and severally liable for its obligations within the value of the unpaid part of the contribution of each of the participants.

3.2. Members of the society have the right:

Participate in the management of the company's affairs;

Receive information about the activities of the company;

For the share of profit in proportion to the contribution to the authorized capital;

To receive profit and the corresponding part of the company's property in the event of its liquidation;

To receive products, works, services produced by the company, the procedure for which is established by the general meeting of participants.

Shares in the authorized capital of the company are transferred to the heirs of citizens and to the legal successors of legal entities that were participants in the company.

In the event of liquidation of a legal entity - a member of the company - its share remaining after the completion of settlements with its creditors is distributed among the participants of the liquidated legal entity, unless otherwise provided by federal laws, other legal acts.

Until the heir of the deceased participant in the company accepts the inheritance, the rights of the deceased participant in the company are exercised, and his duties are performed by the person indicated in the will, and in the absence of such a person, by the manager appointed by the notary.

If the heir (legal successors of the reorganized legal entity) refuses to join the company, their shares shall be transferred to the company, and the company is obliged to pay the heirs of the deceased participant of the company (the successors of the reorganized legal entity - the participant of the company or the participants of the liquidated legal entity - the participant of the company) the actual value of the share, determined on based on the data of the company's financial statements for the last reporting period preceding the day of death, reorganization or liquidation, or with their consent, give them property in kind of the same value. The company is obliged to pay the actual value of the share (part of the share) or to give in kind property of the same value within one year from the date of transfer of the share (part of the share) to the company.

The participants in the company, whose shares in the aggregate amount to at least ten percent of the authorized capital of the company, have the right to demand in judicial order exclusion from the company of a participant who grossly violates his obligations or by his actions (inaction) makes the activities of the company impossible or significantly complicates it.

3.3. Participants are required to:

Make full contributions to the authorized capital, as well as make additional contributions, if necessary, in the amount, in the manner and in the manner prescribed by the constituent documents;

Fulfill the obligations assumed in relation to the society and assist in the implementation of its activities;

Comply with the provisions of the founding documents.

3.4. In case of non-fulfillment or improper fulfillment by a participant of obligations under this Agreement, he is obliged to compensate the other participant or the company for losses in the manner prescribed by law.

3.5. Losses are understood as expenses incurred by the affected participant, loss or damage to his property, incl. and lost profits, as well as other consequences provided for by the current legislation.

4. AUTHORIZED CAPITAL AND PROFIT OF THE COMPANY

4.1. At the time of the establishment of the company, the authorized capital is roubles. The authorized capital is divided into shares.

The authorized capital is paid in cash.

4.2. In accordance with the contribution made to the authorized capital of the company, the size of the share of each of the participants in the authorized capital and in the profits of the company is established.

4.3. The company once a year makes a decision on the distribution of its net profit among the participants of the company, the profit intended for distribution among the participants of the company is distributed in proportion to their shares in the authorized capital of the company.

The company is not entitled to pay the participants the profit, the decision on the distribution of which among the participants of the company is made:

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 law.

4.4. The losses of the company are compensated from the reserve fund, and in cases where the resources of the reserve fund are not enough - from other funds available in the company. And with a lack of these funds - due to the sale of the company's property or additional contributions.

5. COMMUNITY MANAGEMENT

5.1. supreme body society is a collection of members.

5.2. Each member of the company has a number of votes at the general meeting of members of the company, proportional to his share in the authorized capital of the company.

6. DISPUTES RESOLUTION

6.1. All disputes and disagreements that may arise from this Agreement or in connection with it, will, if possible, be resolved through negotiations between the participants, the general meeting of participants. In the event that disputes and disagreements are not resolved through negotiations or by a decision of the General Meeting, they are subject to resolution by the court.

7. MISCELLANEOUS

7.1. If any of the terms of this Agreement becomes invalid, this does not affect the validity of the remaining provisions. In this case, the participants agree to replace the invalid condition with a provision that allows achieving a similar result.

7.2. Annexes to this Agreement (if any) constitute its integral part.

8. LIQUIDATION AND REORGANIZATION OF THE COMPANY

8.1. The liquidation and reorganization of the company is carried out in accordance with the law.

The terms of liquidation and reorganization of the company are defined in the charter of the company.

9. MISCELLANEOUS

9.1. This agreement comes into force from the moment of its signing, is made in 4 copies: one for each participant and one is kept in the affairs of the Company.

Surprisingly, there is no such thing as a “memorandum of association” for a limited liability company as of July 1, 2009. However, there is the concept of "an agreement on the establishment of a company." We will tell you what is the difference between these wordings, and also how the charter differs from the memorandum of association.

Previously, a written agreement between the founders of a company was formulated as a memorandum of association of a legal entity and was binding document LLC is on a par with the charter.

Now Article 11 federal law dated February 8, 1998 No. 14-FZ " About limited liability companies» it is determined that the agreement on the establishment of the company is no longer the constituent document of the company. But despite this, the founders of the LLC are required to conclude it in writing (clause 5 of article 11 of the Federal Law No. 14) and store it (clause 1 of article 50 of the Federal Law No. 14-FZ).

Memorandum and Articles of Association of LLC

These documents have completely different status and purpose, however, they are often compared. For ease of comparison, we will make it in the form of a table.

Memorandum of Association of LLC, sample

So, what information should contain the correct memorandum of association, a sample of which we will give below?

Information about the founders of the company, which is indicated in the preamble. At the same time, speaking of individuals, it is recommended to indicate, in addition to the last name, first name and patronymic, information on citizenship, passport data, date of birth and place of registration on the territory of the Russian Federation. About legal entities - company name, PSRN and TIN for a Russian legal entity, registration information for a foreign legal entity, location. In other words, information must be provided to accurately identify the parties to the agreement. It is obligatory to indicate the representatives of the founders and the grounds for their powers (charter, power of attorney).
Full or abbreviated corporate name of the organization being created. The legislator does not require mandatory mention of the name in the agreement, however, in the future - at the stage of preparing the Charter - such information will be strictly mandatory. In the agreement considered in the article, it will help to specify the subject of the agreement.
Location of the new company (actual or planned).
The amount of the authorized capital, which is determined in rubles and cannot be less than 10,000 rubles.
The size and nominal value of the share of each of the founders. A share is always a percentage or a fraction (the ratio of the value of the share of each founder to the authorized capital of the company as a whole). The nominal value is the amount in rubles.
The procedure and terms of payment of shares in the authorized capital. Payment for shares can be made in money, securities, other things, property or other rights having a monetary value. Monetary valuation of a non-monetary contribution to the authorized capital is carried out by an independent appraiser.
Information about the procedure for joint activities by the founders of the company to establish a company (for example, on holding meetings, elections, etc.).
Other information, the need to include which the founders agree (for example, on fines for non-payment of a share, the procedure for resolving disagreements).
Signatures of the parties or their representatives, as well as seals (if any) - are affixed, as a rule, at the end of the agreement, in a separate section.

Thus, the agreement of the founders on the creation of an LLC is recorded in the document on the establishment, and nothing more.

How to work with a document

As already mentioned, the described agreement - along with the minutes of the decision to establish an LLC - confirms the intention of the founders to create an LLC; discussed and adopted at the general meeting. Both individuals and legal entities can act as founders.

The document must be printed in the required number of copies (according to the number of founders), signed and distributed for storage to all participants. It does not require notarization.

This agreement is not amended regarding, for example, an increase in the authorized capital, etc. However, it will have to be adjusted if the share is alienated (sale, donation, inheritance) by the founder to a third party. In this case, he will confirm the legality of the acquisition of the share by the founder. Changes must be made and recorded in writing.

The agreement may be terminated by decision of the founders.

To demonstrate the above in the form of a document, here is a sample agreement on the establishment of an LLC between an individual and a legal entity.