Charter of LLC with two or more founders. Drafting the charter of an LLC with two founders

The charter of an LLC with two founders, drawn up according to the model of 2019, reflects the rights and obligations of each participant, regulates the procedure for making decisions and distributing profits. Careful study of the constituent document is necessary in order to avoid misunderstandings and disputes in the future.

How to create an LLC charter with two founders (sample 2019)

If the company has two founders, in the set of rules it is necessary to explain in as much detail as possible all issues related to the activities of the legal entity. This will help to resolve the contradictions of the LLC participants and form a common vision. The charter of an LLC with two founders (sample 2019) must contain information about:

• the procedure for the withdrawal of participants from the company;
• peculiarities of voting in decision-making;
• inheritance of a share in the authorized capital.

The essential provisions of the constituent document also include: the name of the enterprise, legal address, management bodies, the amount of the authorized capital, the rights and obligations of the founders. The charter of an LLC with two founders may contain other clauses. Limited Liability Companies ".

How to change the charter of an LLC with two founders

If in the course of the enterprise’s activities it becomes necessary to update the set of rules, the founders must adopt the changes by voting, prepare a new version of the constituent document and send it along with the application (form - p13001) to the Federal Tax Service. Within 5 working days after the application, the tax inspectorate will register the changes, provide an extract from the Unified State Register of Legal Entities and a certified copy of the charter of the LLC with two founders dated 2019.

You can create a document according to a standard template, but this method is time consuming. The easiest and most convenient option is to download the sample charter of an LLC with two founders that is current for 2019 on this page. The constructor will generate a template and you can fill it with custom data.

The charter can be developed individually for each specific organization, but it must include the mandatory information specified in Article 12 of the Law "On LLC":

• full and abbreviated corporate name of the company;
• location of the company;
• information on the composition and competence of the company's bodies;
• the size of the authorized capital;
• rights and obligations of the company's participants;
• the procedure and consequences of the participant's withdrawal from the company;
• the procedure for the transfer of a share or part of a share in the authorized capital to another person;
• the procedure for storing company documents;
• procedure for the provision of information by the society.

When preparing a package of documents for registering an organization using our service, you will receive a ready-made LLC charter containing the individual information you entered. You can adjust the resulting version of the charter of a limited liability company at your discretion, but keep in mind the need to contain mandatory information in it.

Model charter LLC 2018

The concept of "Model charter of an LLC" was introduced by Article 52 of the Civil Code of the Russian Federation in September 2014, however, in practice, the possibility of registering an organization on the basis of a model charter has not yet been implemented. A model charter will not be submitted when registering an organization, either in paper or electronic form. When accepting documents, the registration authority will simply note that the legal entity is acting on the basis of a model charter, samples of which are being developed by the Federal Tax Service of Russia. Information about this will be indicated in the Unified State Register of Legal Entities.

They are not mandatory, so the possibility of developing individualized charters in paper form remains. Already established organizations have the right to freely switch from a standard charter to an individual charter and vice versa.

Issues to be Considered When Preparing the Articles of Association of an LLC

In addition to the mandatory information about the organization specified above, the founders can consider a number of other issues in the charter:

1. The period for which the organization is created . By default, an LLC is created without a time limit, but the charter may provide for an exact period for the existence of the company.

2. Change in the authorized capital of LLC. According to the rule of article 38 of the Federal Law "On LLC", a change in the authorized capital is adopted by a majority - at least 2/3 of the votes of the company's participants. However, the law gives the participants the opportunity to fix the rule in the charter that a decision to change the Criminal Code must be taken unanimously.

3. Alienation of a share or part of it by an LLC participant to another. Article 21 of the Law "On LLC" allows participants to freely alienate (sell or donate) their shares to other participants. At the same time, the charter of an LLC may provide for the need to obtain consent to the relevant transaction from other participants and the LLC itself.

4. Alienation of the participant's share or the share of the LLC itself to a third party. The law makes it possible to establish in the charter a prohibition on the alienation of a participant's share or a share owned by an LLC to third parties.

5. Transfer of the participant's share to his legal successors or heirs. According to the general rule of Article 21 of the Federal Law “On LLC”, the shares of the participants pass to their legal successors or heirs, but such a right may be prohibited if the participants make a corresponding provision in the charter of the LLC.

6. Pledge of LLC shares to a third party. The transfer of a share as a pledge to a third party is possible only with the consent of the general meeting of participants, but the charter may also provide for a complete ban on pledge.

7. Preemptive right of the company to acquire a participant's share. The charter may include a provision on the company's pre-emptive right to acquire a share when it is sold by a participant to a third party.

8. Withdrawal of a participant from the LLC. Please note that the law allows a participant to leave an LLC only if such a possibility is established by the charter. If you want to allow a participant to leave so that his share passes to the LLC (with compensation for its cost), then include such a clause in the charter.

9. Decision-making at the general meeting of participants. On certain particularly important issues, the participants may indicate in the charter the number of votes required to make a decision on such issues, but not less than 2/3 of the votes of the total number of votes. Contributions towards the payment of authorized capital.

10. Prohibition on contributions towards the payment of the authorized capital of certain property. The charter may stipulate that certain types of property or property rights cannot be taken into account as payment for the authorized capital.

Compliance with all the rules listed above will help you avoid annoying mistakes when creating the charter of an LLC, but often regional tax authorities may impose specific requirements that are not explicitly specified in the legislation, therefore, a service of free verification of documents for registering a business by 1C specialists is now available especially for our users . .