Protocol on the maximum amount of the transaction Auction sample. When is the approval of a major transaction required for an LLC? These include

komdir

When passing accreditation on trading floors, each participant is faced with the problem of providing a scan of the "Form of a decision on the approval of a major transaction on electronic signature".

1. Decision to approve a major transaction for electronic platforms

At the stages of obtaining accreditation for ES and during the action of filing an application that is needed to participate in open competition, then in this regard, the participant must provide this form. You can take part in the electronic competition with this permission, according to Federal Law 44. According to this law, without the presence decisions to approve a major transaction then it will not be possible to participate in electronic procedures is prohibited.

2. Approval of a major transaction of Federal Law 44

The required document can be in the quality of different options; in this case, the number of founders of the company will be of great importance. Provided how many founders the company will have. Will he have one or two founders, and maybe more, then the document will be called "Protocol of approval of a major transaction"

Decision to approve the transaction may be the main component of the application, which is needed to participate in the tender. In this case, you will also need to provide a scan of this form. That is, the procedure will be the same as for.

Do you still have questions about the preparation of a decision on the approval of a major transaction for ES?

We employ only qualified specialists who are always ready to help you!

3. Decision on the transaction

In order for it to become possible to take part in the competition, this will require this permission. Provided that the transaction is not large for the bidder, you can simply attach a certificate stating that the transaction was not large. In all other cases, the decision on the major transaction must be attached.

The most frequently asked questions asked by participants is the question of what amount should be noted in the very decision to approve a major transaction. The answer to this question is very simple. You can mark any amount you like, but it should only be no more than the amount for which you will be ready to conclude a contract as a result. Basically, this amount is noted in the amount of several hundred million rubles. This amount will not force you to do anything.

Provided that the amount that was indicated by you earlier was lower than needed to participate in the competition. Such situations are always correctable, you can draw up a new form, and after it is drawn up they need to be placed on the ETP.

4. The decision to approve a major transaction LLC sample

Below you can see “The form of a decision on the approval of a major transaction on electronic platform” ... This form fully complies with all laws and can be applied in electronic procedures.

(see text in previous edition)

1. A major transaction is a transaction (several interconnected transactions) that goes beyond the usual economic activity and wherein:

Associated with the acquisition, alienation or the possibility of alienation by the company, directly or indirectly, of property (including a loan, credit, pledge, surety, purchase of such a number of shares (other equity securities convertible into shares) public society, as a result of which the company has the obligation to send a mandatory offer in accordance with Chapter XI.1 of the Federal Law of December 26, 1995 N 208-FZ "On joint stock companies"), the price or book value of which is 25 or more percent of the book value of the company's assets, determined according to the data of its accounting (financial) statements as of the last reporting date;

providing for the obligation of the company to transfer property for temporary possession and (or) use, or to provide a third party with the right to use the result of intellectual activity or means of individualization under the terms of a license, if their book value is 25 or more percent of the book value of the company's assets, determined according to its accounting (financial) data. ) reporting as of the last reporting date.

2. In the event of alienation or the possibility of alienation of property, the greater of the two values is compared with the book value of the company's assets - the book value of such property and the price of its alienation. In the case of the acquisition of property, the purchase price of such property is compared with the book value of the company's assets.

In case of transfer of the company's property to temporary possession and (or) use, the book value of the property transferred for temporary possession or use is compared with the book value of the company's assets.

In the event that the company concludes a transaction or several interrelated transactions for the acquisition of shares (other equity securities convertible into shares) of a public company, which will entail the company's obligation to acquire shares (other equity securities convertible into shares) in accordance with Chapter XI. 1 of the Federal Law of December 26, 1995 N 208-FZ "On Joint Stock Companies", the price of all shares that can be acquired by the company under such transactions is compared with the book value of the company's assets, in accordance with Chapter XI.1 of the Federal Law of December 26, 1995 year N 208-FZ "On Joint Stock Companies".

3. Making a decision on consent to a major transaction is the competence general meeting members of the society.

In the event that a board of directors (supervisory board) of the company is formed in the company, making decisions on consent to large transactions related to the acquisition, alienation or the possibility of alienation by the company, directly or indirectly, of property, the value of which is from 25 to 50 percent of the value of the company's property, can be attributed to the charter of the company to the competence of the board of directors (supervisory board) of the company.

The decision on consent to a major transaction must indicate the person (persons) who is a party to it, the beneficiary, the price, the subject of the transaction and its other essential conditions or the order in which they are defined.

The decision on consent to a major transaction may not indicate the party to the transaction and the beneficiary if the transaction is concluded at an auction, as well as in other cases if the party to the transaction and the beneficiary cannot be determined by the time consent is obtained to conclude such a transaction.

The decision on consent to the conclusion or on the subsequent approval of the transaction may also contain an indication:

on the minimum and maximum parameters of the terms of the transaction (the upper limit of the value of the purchase of property or the lower limit of the value of the sale of property) or the procedure for their determination;

to consent to a number of similar transactions;

to alternative versions of the terms of the transaction, requiring consent to its completion;

to consent to the transaction, provided that several transactions are made simultaneously.

The decision on consent to the conclusion or on the subsequent approval of a major transaction may indicate the period during which such a decision is valid. If such a term is not specified in the decision, the consent shall be considered valid within one year from the date of its adoption, unless a different term arises from the essence and conditions of the transaction, to which the consent was given, or the circumstances in which the consent was given.

A major transaction may be concluded under the suspensive condition of obtaining proper consent to its execution in accordance with the procedure established by this Federal Law.

4. A major transaction committed in violation of the procedure for obtaining consent to its execution may be invalidated in accordance with article 173.1 of the Civil Code Russian Federation at the suit of the company, a member of the board of directors (supervisory board) of the company or its participants (participant) holding at least one percent of the total number of votes of the company's participants.

Term limitation period upon a request to recognize a major transaction as invalid in the event of its omission, it cannot be restored.

5. The court refuses to satisfy the requirements for the recognition of a major transaction, concluded in violation of the procedure for obtaining consent to its execution, invalid if at least one of the following circumstances exists:

by the time the case is considered in court, evidence of the subsequent approval of such a transaction has been presented;

When considering the case in court, it was not proven that the other party to such a transaction knew or should have known in advance that the transaction was a major transaction for the company and (or) that there was no proper consent to conclude it.

6. If a major transaction is simultaneously an interested party transaction and, in accordance with this Federal Law, the issue of consent to such a transaction is submitted for consideration by the general meeting of participants, the decision on consent to such a transaction shall be considered adopted if he received the number of votes required in accordance with the requirements of this article, and the majority of votes of all participants not interested in the transaction.

to transactions, the completion of which is mandatory for the company in accordance with federal laws and (or) other legal acts Of the Russian Federation and settlements at which are made at prices determined in the manner established by the Government of the Russian Federation, or at prices and tariffs established by the authorized Government of the Russian Federation federal body executive power, as well as to public contracts concluded by the company on terms that do not differ from the conditions of other public contracts concluded by the company;

to transactions for the acquisition of shares (other equity securities convertible into shares) of a public company, concluded on the terms provided for by a mandatory offer to purchase shares (other equity securities convertible into shares) of a public company;

to transactions concluded on the same conditions as the preliminary agreement, if such an agreement contains all the information provided for in paragraph 3 of this article, and consent was obtained to conclude it in the manner prescribed by this article.

8. For the purposes of this Federal Law, transactions that do not go beyond the limits of ordinary economic activity are understood as any transactions that are accepted in the activities of the relevant company or other economic entities carrying out similar activities, regardless of whether such transactions were made by such a company earlier, if such transactions do not lead to the termination of the company's activities or a change in its type or a significant change in its scale.

Approval of a major transaction in an LLC is a special document that, according to the norms of FZ-44 or FZ-223, does not belong to the category of mandatory. In this case, in practice, the customer may require paper from the supplier in the case of implementation commercial procurement... As a rule, this option is in demand among small and medium business owners. Below we will consider which transaction is large for an LLC, when approval may be required, as well as the design features.

General Provisions

It so happened that representatives of companies (LLC) are entitled to carry out large transactions on behalf of the enterprise, subject to its approval by the majority of participants. If the transaction has not been approved, it can be challenged and subsequently invalidated. As a result, all the work done will have to be "played back" to the starting position.

A similar feature modern business easy to explain. The property rights and assets of the company are its foundation. Consequently, alienation can lead to serious losses, financial disruptions and even bankruptcy. That is why business owners try to control large financial transactions, and, if necessary, stop their execution.

Which deals are considered large?

Financial transactions related to the transfer, sale or purchase of property in favor of third parties in the amount of 25% of the total assets are classified as large. This does not apply to transactions that are carried out within the framework of economic activities and are carried out at prices established by the authorities.

To understand whether the transaction is large or not, it is required to calculate the ratio of the price of the acquired (transferred) object, as well as the total volume of the company's assets. The required data for calculations is taken from accounting statements... It is interesting that the participants have the right to determine themselves, in what cases approval of a major transaction for LLC is required... More precisely, even at the stage of creating a company, they independently establish this criterion.

As a rule, the following transactions are considered large:

Purchase and sale.
Exchange.
Credit loan.
Donations and others.

Interestingly, the term “deal” is broader than “contract”. Consequently, approval may be required contract of employment, preliminary agreement, as well as an addition to the main document.

It is interesting that the concept of "size" is characterized only from the standpoint of the scale of the enterprise. So, small transactions can be classified as such transactions. For example, for a small organization, even the sale of a car can carry Negative consequences... Approval may be required for other operations that are not large but must be approved in accordance with community guidelines.

When is approval not needed?

In practice, there may be situations where a solution is not necessary. This is possible in the following cases:

When there is no direct conflict with the charter of the LLC.
Property relationships arise during reorganization, in the process of accession or reorganization.
The company employs only one member who acts as a director.
The volume of property changes taking into account the transfer to LLC of a share or a part in the charter capital (authorized capital) under the terms of the Federal Law on LLC.

What is the order of the procedure?

The approval process for a major transaction depends on the composition of the founders (participants) of the company. So, if there is only one founder in the enterprise, then the decision of this person is sufficient (it is made alone). This design option is simpler than if the issue of approval was brought up by a group of participants. The decision-making procedure takes a minimum of time, after which the necessary operation can be carried out.

In the decision of one participant, it is required to indicate the passport data of this person, as well as to formulate it correctly. For example, it may have the following form - "To approve and carry out large transactions on behalf of the company OOO Rukodelnitsa based on the results of open auctions." In addition, the second decision states that the participant confirms the director's authority to participate in the auction. Even if the founder is at the same time a director, this clause must be spelled out in the decision on the maximum amount of the transaction. Also, the decision is stamped with the LLC seal, the director's signature and the date when the decision was made.

The second option is that the company has several founders. In this case, the relevant decision is made at the general meeting and, based on its results, a Protocol is drawn up, which reflects the current issue, and a protocol is signed indicating the issues considered. Since September 2014, amendments have been made to the Civil Code of the Russian Federation concerning the method of confirming decisions taken at JSC meetings. In particular, we are talking about notarization of a document, if another option is not spelled out in the charter of the LLC or there is no unity of votes in the decision of the meeting.

The above recommendation is a serious problem, because none of the founders wants to certify the decision to approve a major LLC transaction through a notary. That is why, when considering these points, another question is brought up to the meeting regarding the choice of the way of confirmation. the decision, as well as the composition of the founders of the company. If there is such an issue on the agenda, there is no need to carry out a documented decision through a notary.

Rules for making a decision

As already noted, a document confirming the possibility of a major transaction must comply with current regulations and requirements, as well as include the necessary data, including:

Information about the participants in the transaction (relevant for cases when they are identified).
Data on the cost of the operation, as well as other conditions.
Information about the object of the financial transaction.

The easiest way is when there is one founder in the LLC. In this case, only his signature is sufficient to carry out the necessary financial transaction.

What if the deal could not be approved?

In the work of companies, there may be situations when the operation was not approved, but it was carried out anyway. In such a situation, it can be challenged at the suit of the company, one or a group of founders within 12 months from the moment when the LLC participant learned about the violation of personal rights or the rights of the enterprise. If the person did not manage to take the necessary measures within a year, then the dispute of the issue is excluded.

It is also worth noting here that a major transaction is allowed to be executed with a certain time delay, already some time after its conclusion. Some companies manage to conduct necessary procedures immediately before the decision of the court on the invalidity of the operation. If everything is done correctly, the court will refuse to declare the transaction invalid. This is relevant for cases when the approval procedures were violated during the operation, but by the time of the trial the transaction was approved in the manner stipulated by the Federal Law under number 14.

Outcomes

When carrying out any purchase / sale transaction, it is important to make sure that it falls under the notion of "large". To do this, you can give instructions to your own legal department or hire outside specialists. Lawyers analyze the planned transaction, assess potential risks, assess the financial transaction and ensure its purity.

The decision of the founders to approve a major transaction is required when participating in an electronic auction. In principle, all major transactions of the company require the preparation of such a paper. But when conducting electronic trading, the decision is requested separately and is a prerequisite to complete it.

Files

Document types

If the organization sole founder, he is a leader, then you need to issue his own decision. The document will be called "Sole Member Decision" and will not require a general meeting of founders.

If there are several founders and all of them have come to a single decision to conclude a major transaction, then a special protocol of the meeting of founders is drawn up. It can be called the decision of the founders to approve a major transaction.

In principle, the name does not play a special role here. The main thing is the content of the paper and compliance with the requirements for the formation of the document.

Which deal is considered large

According to clause 46 of Article 46 of Federal Law No. 14-FZ, the value of property with which a company can conduct transactions can be 25-50% of the book value. Such a transaction can be considered large and requires the convening of an extraordinary meeting of the founders. Naturally, if it does not apply to the usual business activities of the organization. In this case, the carrying amount is determined according to information from the last date of the financial statements.

A major transaction can be a lease, a loan. Not only selling and buying can be considered big deals, but they tend to be the most common.

Expanding the definition, we can say that not only goods, but also intellectual property can be purchased and sold in a major transaction.

Participants

Decision making in an organization can follow several scenarios. Everything will depend on the wording in constituent documents... The most common situation is when a company has one founder and several members, but there are other forms as well. Each of the participants in the general meeting of founders may have a different percentage of votes. Without a quorum of all founders, the minutes of the meeting will be invalid. The decision is taken by a majority vote. Not all founders can agree on a major deal.

Components of the founders' decision

The paper should have an introductory part in the form of a heading and a statement paragraph, as well as a description of the agenda, a decision made and signatures. The header contains standard data on the name of the organization, its details, date and city of compilation. The document must have a number. Through it, the paper is then entered into the registration documents of the organization.

The ascertaining part is descriptive and consists of an indication:

Meeting places. Despite the fact that the city has already been indicated, the territorial affiliation in this paragraph is specified by a specific address.
Dates
Start and end time of registration of participants. This is a formal clause, but its presence speaks of the conscientiousness of filling out the decision of the founders on the approval of a major transaction by the secretary.
List of meeting participants. It is obligatory to mark whether there is a quorum or not. Without it, all other actions and signatures will be invalid.
Information about which of the participants has what percentage of votes. This data is taken from the constituent documents.
Opening and closing times of the meeting.
Full name of the secretary who draws up the decision of the founders in the proper form.

Agenda

The main part of the decision is the numbered agenda. Numbering is a must, even if there is only one item in the list. And in this case, it will be the item "On the approval of a major community transaction." When describing the discussion, it is necessary to indicate in the document:

The subject of the transaction. It can be both tangible goods and intellectual property.
It is planned to buy, sell, rent or another type of action with a large-value product.
The exact price of the transaction.
What are the conditions for the deal.
With whom it is planned to complete a major transaction for the organization.

Each of the paragraphs in the text of the document should be discussed by the participants. At a minimum, there should be information about who put forward the proposal, its essence and arguments. If all other founders agree, then a unanimous decision is made. If not, then each opinion of the meeting participant is recorded in the minutes. These are the mandatory rules for maintaining these documents.

After each of the points there should be the phrase “Decided” and the results of voting on the issue raised. These totals should be expressed as a percentage. At the end, you can make a note as to whether other questions were raised during the meeting.

Term

In practice, there are situations when the transaction is delayed. In order not to drown in the proceedings regarding the legitimacy of the transactions, government bodies approved the time period during which the decision on the major transaction remains in force.

Automatically, the approval period for a specific transaction will be equal to one calendar year. Unless, of course, the approval deadline has been prescribed in advance in the statutory documents of the organization or in the minutes of the meeting of the founders. Then the decision on this issue has already been made.

Notarization

According to clause 3 of 67 of article of the Civil Code, a notary can certify the decision of the founders to approve a major transaction. The second option is approval by signing by all meeting participants. Naturally, the lion's share of organizations prefers the second scenario.

But in order for such a certificate to become possible, it must be registered in the decision of the founders as a separate item. It will be more legally competent. Therefore, in addition to the first point on direct decision-making, the document may also contain the second: on the choice of the method of confirming the decision. Each of the agenda items has a description in the attached sample of the decision of the founders to approve a major transaction.

A decision document on the approval of a major transaction is primarily required for accreditation at all 5 state electronic trading platforms and at most commercial ones. This decision can be drawn up in various versions, depending on the number of founders of the company. If the LLC consists of one founder, then the document is titled as "Decision of the sole participant", if the company consists of several founders, the document will be called "Minutes of approval of a major transaction".

The decision to approve a major transaction can also be an integral part of the application for participation in the tender, in this case the same document is attached as when passing the accreditation.

Most often, approval of a major transaction is required to participate in a tender. If the current transaction is not large for the tender participant, a certificate stating that the transaction is not large is attached. Otherwise, a decision of approval is attached.

How much should be included in the approval decision?

Often novice bidders have a question about how much to indicate. In fact, in this decision, you can specify any large amount within which you are ready to conclude a contract as a result of a particular tender. Usually the amount is indicated in several hundred million rubles. She does not oblige you to anything!

If you indicated in this decision when passing accreditation on the ETP the amount is less than necessary to participate in any competition, you can always draw up a new decision on approval and upload it to the site.

So that you can draw up the correct approval of the transaction, we have prepared for you samples of this document, which have been tested and are ready to undergo accreditation and participate in the tender.

If you still have questions about the preparation of tender documentation, please contact us for free consultation using the chat in the lower right corner of the page!

Download a sample decision to approve a major transaction (sole founder) (Microsoft Word.doc document)

Minutes of the decision on the approval of a major transaction(several founders)(Microsoft Word.doc document)