Charter of an enterprise or LLC - rules for registration. Amendments to the charter of an educational institution: main cases What information is indicated in the charter of an educational organization

17.12.2023

The charter of an LLC is a constituent document on which the legal regulation of the relationship between the company and the participants and the relationships of the participants among themselves largely depends.

The charter of a limited liability company is required when opening (registering) a company with the tax office. This document is approved by all participants (founders) of the company. The charter is prepared in 2 copies, one of which remains with the Federal Tax Service upon registration of the company, and the second certified copy is issued after registration.

Writing the charter

The writing of the charter is regulated by Federal Law No. 14-FZ of January 14, 1998 “On Limited Liability Companies.”

The charter must contain certain mandatory information, without which it will not be considered valid.

Information contained in the LLC charter

full and abbreviated name of the company. If the name is in a foreign language, then this must be stated in the charter;

legal address where the company is located;

information about the composition of the founders of the company, information that must be decided unanimously or by voting;

size of the authorized capital. Its size must be at least 10,000 rubles. It can also be contributed with property, but it will be necessary to attach an assessment by an independent expert;

a detailed description of the rights and obligations of the founders of the company;

information on the withdrawal of a participant from the company, distribution of his share. As well as information on the sale of company shares;

information on the procedure for storing company documents.

Also, in addition to the basic requirements for information forming the charter of the company, this document can also contain other important information that will regulate the activities of the company.

Changes in the charter

If changes occur in the company, such as changing the name of the LLC, changing the legal address of the company, increasing (decreasing) the authorized capital, changing the founders of the company, registering a branch of the LLC or a representative office of the LLC, then in this case it is necessary to make changes to the charter of the company to carry out such a procedure, like registering the charter of an LLC.

All changes made to the charter of LLCs whose legal address is in Moscow must be registered with the Federal Tax Service No. 46 for Moscow.

Before approving changes to the charter, the charter itself must be certified by a notary.

Documents required to certify changes to the company's charter

certificate of registration of the company (OGRN);

tax registration certificate (TIN, KPP);

a decision or protocol on the appointment of the current General Director of the Company, if the Company has changed its General Director;

order for the general director to take office;

an extract from the Unified State Register of Legal Entities, which is valid for 1 month from the date of its receipt;

protocol or decision on amending the charter of the LLC;

the charter of the company according to which changes are made;

Application on Form 13001 to amend the LLC Charter.

The charter of the company, which has passed state registration, must be kept in the personal documents of the company, and upon request, present only a notarized copy.

Charter of the enterprise- this is a legal document approved in the prescribed manner, including a set of provisions and rules relating to the legal status, organizational form, structure and structure of the organization, types of activities, the procedure for relations with legal entities and individuals and government bodies, as well as defining the rights and obligations of participants in the organization , and the legal entity itself.

The charter must reflect the grounds for establishing the organization, its goals and objectives, describe the organizational structure of both the organization itself (the presence or absence of separate divisions) and its management bodies, stipulate the form of ownership, the procedure for carrying out production and economic activities, as well as the rules of reorganization and liquidation .

The charter is the constituent document on the basis of which it operates.

The charter is approved by its founders (participants).

Moreover, for legal entities created by one founder, the Charter is the only constituent document.

Charter as a constituent document of a legal entity

The charter is a constituent document that is mandatory for legal entities.

The charter acts as a constituent document in the following organizational and legal forms of a legal entity:

Joint Stock Company (JSC);

Limited Liability Company (LLC).

The document is drawn up even before the company is registered. It is on the basis of this document that data about the founders, as well as about the company itself, is entered into the unified state register.

Essential terms of the Charter

The charter of a joint stock company must reflect:

full and abbreviated company names of the company;

location of the company;

type of society;

quantity, par value, categories (ordinary, preferred) shares and types of preferred shares placed by the company;

rights of shareholders - owners of shares of each category (type);

size of the company's authorized capital;

the structure and competence of the company’s management bodies and the procedure for their decision-making; the procedure for preparing and holding a general meeting of shareholders, including a list of issues, decisions on which are made by the company’s management bodies by a qualified majority of votes or unanimously;

information about branches and representative offices of the company.

The charter of a limited liability company must contain:

full and abbreviated company name of the company;

information about the location of the company;

information on the composition and competence of the company's bodies, including on issues that constitute 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 on which decisions are made unanimously or by a qualified majority of votes;

information on the size of the company's authorized capital;

information about the size and nominal value of the share of each participant in the company;

rights and obligations of company participants;

information about the procedure and consequences of the withdrawal of a company participant from the company;

information on the procedure for transferring a share (part of a share) in the authorized capital of the company to another person;

information on the procedure for storing company documents and on the procedure for the company providing information to company participants and other persons.

The charters of a joint-stock company and a limited liability company may contain other provisions that do not contradict federal legislation.

Registration of the Charter

The charter must be drawn up taking into account the following rules:

the charter is drawn up on standard sheets of A4 paper;

The text of the charter consists of sections with headings and numbered in Arabic numerals.

on the title page of the charter indicate: the type of document (CHARTER), the organizational and legal form of the legal entity, its individual name, place of preparation, stamp of approval of the charter by the founders or participants, which is certified by the seal of the organization.

on the original charter, the registering authority puts a mark on the registration of the charter at the top left;

the registration mark of the charter is certified by the seal of the registering authority;

the document must be bound;

pages, starting from the one after the title page, are numbered;

on the back of the last page you need to attach a sealing sheet indicating the following information: number of pages, signature of the applicant with transcript, stamp.

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New requirements for the charter of an educational organization

On September 1, 2013, the Federal Law “On Education in the Russian Federation” dated December 29, 2012 N 273-FZ came into force. Before the entry into force of the Federal Law on Education, educational institutions, state authorities and local governments involved in management in the field of education had a period of eight months to study this regulatory document andadoptionnecessarycomplexorganizationalmeasures aimed at ensuring an effective and competent transition to functioning in accordance with the new law.

Heads of educational institutions often have the following questions: “What requirements does the new law impose on the content of the charter of an educational organization?”, “Is it necessary to change the charter?”, “What new local regulations should appear in an educational institution?”, “Is the name of the educational institution changing?” institutions in connection with the replacement of the term “educational institution” with the term “educational organization?” and etc.

Federal Law No. 273-FZ contains several articles that contain requirements for the content of the charter. The main article No. 273-FZ, dedicated to the charter of an educational organization, is article 25 “Charter of an educational organization.”

According to Part 2 of Article 25 of the Federal LawNo. 273-FZ“On education in the Russian Federation”, the charter of an educational organization must contain, along with the information provided for by the legislation of the Russian Federation, the following information:

1) type of educational organization;

2) the founder or founders of the educational organization;

3) types of educational programs being implemented, indicating the level of education and (or) focus;

4) the structure and competence of the governing bodies of the educational organization, the procedure for their formation and terms of office.

Part 5 Art. 26, part 1 of article 30 and part 3 of article 52 of the Federal Law “On Education in the Russian Federation” supplement these requirements. In addition to the information required by Article 25No. 273-FZ, the charter must also indicate the following information:

the procedure for making decisions by the governing bodies of an educational organization and speaking on behalf of the educational organization" (Part 5 of Article 26);

the procedure for the adoption of local regulations (part 1 of article 30);

rights, duties and responsibilities of employees of educational organizations holding positions of engineering, technical, administrative, economic, production, educational and auxiliary, medical and other workers performing auxiliary functions (Part 3 of Article 52).

Requirement of Part 3 of Article 52 of the Federal LawNo. 273-FZ is necessarystated in the charter as follows: “Legal status (rights, duties and responsibilities) of the auxiliary (engineering and technical, administrative and economic, production, educational and auxiliary, medical) of personnel is enshrined in accordance with the Federal Law “On Education in the Russian Federation”, the Labor Code of the Russian Federation in the Internal Labor Regulations, job descriptions and in employment contracts with employees.”

The new law, in contrast to the no longer valid Law of the Russian Federation “On Education” dated July 10, 1992 No. 3266-1,does not have the following requirements to the content of the charter of the educational organization, namely the presence of the following information:

The presence of the main characteristics of the organization of the educational process, including:

a) the language(s) in which training and education are conducted;

b) rules for admitting students and pupils;

c) duration of training at each stage of training;

d) the procedure and grounds for expulsion of students and pupils;

e) the assessment system for intermediate certification, the forms and procedure for its implementation;

f) the schedule of classes for students and pupils;

h) the procedure for regulating and formalizing relations between an educational institution and students, pupils and (or) their parents(legal representatives) ;

Opening accounts with a territorial body of the Federal Treasury, a financial body of a constituent entity of the Russian Federation (municipal entity) (with the exception of non-state educational institutions and autonomous institutions);

The procedure for recruiting employees of an educational institution and the terms of payment for their labor;

Rights and obligations of participants in the educational process (except for the rights and obligationsemployees of educational organizations holding positions specified inpart 1 Article 52 of the new law);

List of types of local acts (orders, instructions and other acts) regulating the activities of an educational institution.

Thus,No. 273-FZimposes much fewer requirements on the content of the charter of an educational organization than the no longer valid Law of the Russian Federation “On Education” of July 10, 1992 No. 3266-1. Reducing the requirements for the content of the charter of an educational organization is a positive moment for the heads of educational organizations, since the smaller the content of the document, the less likely it is that its text will contain provisions that do not comply with the legislation of the Russian Federation in the field of education. An educational organization, of course, can, at its own discretion, include in the text of the charter, for example, provisions regulating the rules for admitting students or the procedure for recruiting employees of an educational organization, but most likely the inclusion of these provisions in the charter will only be detrimental to the educational organization, since the legislation is regularly changed and supplemented . According to Part 2 of Article 30 of the new law,on the main issues of organization and implementation of educational activities, including regulating the rules for the admission of students, the mode of classes of students, the forms, frequency and procedure for ongoing monitoring of progress and intermediate certification of students, the procedure and grounds for transfer, expulsion and reinstatement of students, the procedure for registering occurrence, suspension and termination of relations between the educational organization and students and (or) parents(legal representatives) for minor students, the educational organization adopts local regulations. Based on this normFederal LawNo. 273-FZ(Part 2 of Article 30) main issues of organization and implementation of educational activitiesshould not be regulated in the charter , and in other local regulations of the educational organization. It is beneficial for the head of an educational organization to regulate the main characteristics of the organization of the educational process in local regulations, since if it is necessary to make changes, for example, to the schedule of students’ classes, he will not have to go through the complex procedure of amending the charter of the educational organization, but it will be enough to make changes to the corresponding local regulations Act.

Federal Law No. 273-FZis not the only normative act that should be followed when drawing up the text of the charter. Since an educational organization is a non-profit organization, it is necessary to take into account the requirements of the Federal Law of January 12, 1996 No. 7-FZ “On Non-Profit Organizations” for the content of the constituent documents of all non-profit organizations, as well as the general requirements for the constituent documents of legal entities imposed by the Civil Code of the Russian Federation.

According to Part 3 of Article 14Federal Law of January 12, 1996 N 7-FZ “On Non-Profit Organizations”, the constituent documents of a non-profit organization must determine the name of the non-profit organization, containing an indication of the nature of its activities and organizational and legal form, the location of the non-profit organization, the procedure for managing activities, the subject and goals of activity, information about branches and representative offices, rights and obligations of members, conditions and procedure for admission to membership of a non-profit organization and withdrawal from it (if the non-profit organization has membership), sources of formation of property of the non-profit organization, procedure for making changes to the constituent documents documents of a non-profit organization, the procedure for using property in the event of liquidation of a non-profit organization and other provisions provided for by the legislation of the Russian Federation.

Subject to the provisionsNo. 273-FZ, Federal Law of January 12, 1996 N 7-FZ “On Non-Profit Organizations” and the Civil Code of the Russian Federation proposes the following version of the structure of the charter of an educational organization:

General provisions

Subject, goals and activities of the Institution

Financial support for the activities of institutions and property

4. Organization of activities andmanagement of the Institution

5. Reorganization and liquidation of the Institution

6. Local regulations Institutions

7. The procedure for making changes and additions to the Charter of the Institution

In accordance with Part 5 of Article 108 of the Federal LawNo. 273-FZ, the names and charters of educational institutions must be brought into compliance with the Federal Law “On Education in the Russian Federation” no later thanJanuary 1, 2016, Thus, educational institutions have enough time to carefully study the regulatory requirements for the content of the main local document of the educational institution and develop a legally competent text of the charter.

Heads of educational institutions need to remember Part 5 of Article 108Federal LawNo. 273-FZ, since it is possible that regulatory authorities may not be aware of this norm, and may require educational institutions to bring their charters in accordance with the new law within a different time frame. Let us note that no one can reduce the provisions provided for in Part 5 of Article 108Federal LawNo. 273-FZterm for educational institutions, including the founder. An educational organization has autonomy and independently decides when to bring the contents of the charter into compliance with the new law, most importantly, no later than January 1, 2016.

Another issue of interest to educational institution managers concerns changes in the name of the educational organization.the federal law No. 273-FZ replaced the term “educational institution” with the term “educational organization”. In this regard, many managers believe that in the name of their school it is necessary to replace the term “institution” with the term “organization”.Recently published letter from the Russian Ministry of Education and Science dated June 10, 2013 "About the name of educationalinstitutions" (hereinafter referred to as the letter) clarifies this issue. The letter notes that the concept of “educational organization” is used in the new law, due to the fact that educational organizations can be created not only in the form of an institution. In accordance with Part 5 of Article 23 of the Federal of the Law on Education, the name of the educational organization must contain an indication of itsorganizational and legal form and type of educational organization. According to Part 1 of Article 22 of the Federal Law on Education, an educational organization is created in the form established by civil legislation for non-profit organizations. The organizational and legal forms of non-profit organizations in which educational organizations can be created are established by the Civil Code of the Russian Federation and the Federal Law of January 12, 1996 No. 7-FZ “On Non-Profit Organizations” (hereinafter referred to as the Law on Non-Profit Organizations). One of the organizational and legal forms of non-profit organizations is, inter alia, an institution (state-owned, budgetary, autonomous).

Taking into account the above, Federal Law on education does not provide for the inclusion in the name of an educational organization of the generic name of all legal entities - “organization”, from which it follows that in the term “educational institution” the word “institution” does not need to be changed to the word “organization”.

Consider the following name:Municipal budgetary educational institution “Secondary school No. 2”. In accordance with the new law, two words from this name are mandatory: “general education” and “institution”. The concept of “institution” is an organizational and legal form, and the concept of “general educational” indicates the type of educational organization. Other information, indication of the owner of the institution(municipal ), an indication of the type of institution(budget) etc., is not mandatory and is indicated in the name by decision of the educational organization itself. The names of the majority of educational institutions in the Chechen Republic correspond to the new law.

According to the same part 5 of Article 108 of the Federal Law on Education, the names of educational institutions, as well as charters, must be brought into compliance with this law no later thanJanuary 1, 2016.

Conclusions:

1. The main characteristics of the organization of the educational process, including the rules for admission, transfer and expulsion of students, as well as provisions regulating the legal status of participants in the educational process no longer need to be indicated in the charter;

2. An educational institution has until January 1, 2016 to bring its charter and name in accordance with the new law;

3. The term “institution” in the name of schools and other educational organizations does not change to the term “organization”.

The company operates on the basis of the company's charter approved by its founders (participants) or a standard charter approved by the federal executive body authorized by the Government of the Russian Federation (hereinafter referred to as the standard charter). The specified federal executive body, within three working days from the date of official publication of the normative legal act that approved the model charter, is obliged to send the model charter to the body that carries out state registration of legal entities for posting the model charter on the official website of such body. A normative legal act on the approval of a model charter comes into force within the period established by this normative legal act, but not earlier than fifteen days after the day of its official publication.

The company informs the body that carries out state registration of legal entities that the company operates on the basis of a standard charter, in the manner established by the federal law on state registration of legal entities.

Changes to the standard charter are made by the federal executive body authorized by the Government of the Russian Federation in the manner established by paragraph two of this paragraph, and come into force within the period established by the regulatory legal act providing for the introduction of such changes, but not earlier than fifteen days after the official day publication of the specified normative legal act.

2. The charter of the company, approved by the founders (participants) of the company, must contain: