Limited liability company agreement sample. Types of agreements on the creation of a legal entity. How to draw up an agreement on the establishment of an LLC online

We are preparing a memorandum of association for LLC 2019, which includes two or more founders.

Company Formation Agreement with limited liability Is an agreement between the founders of the company. Since 2009, the contract does not apply to and is not submitted to tax office for registration of LLC, however, it is still necessary to conclude it.

The Memorandum of Association of the LLC can be downloaded in pdf format below the link. Download the sample absolutely free!

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Organization Establishment Agreement

The point is not only that such a duty is established by law (Art. 89 of the Civil Code of the Russian Federation and Art. 11 No. 14-FZ "On LLC"), but also in the practical value of this document:

• An agreement on the establishment of an LLC with two or more founders confirms the intention of the parties to create a company and start activities aimed at making a profit.
• They no longer include information about the participants, so you can find out who exactly founded the company from the extract of the Unified State Register of Legal Entities or from the agreement on the establishment. Also remember that the document is written for several participants. Don't be taken as an example.
• When a share in an LLC is alienated (sale, inheritance, donation), the contract proves the ownership of a specific participant, on the basis of which the notary draws up the transaction.

Naturally, the sole participant of the LLC should not conclude an agreement, since is the sole owner of the property of the organization. You can download the Memorandum of Association further in the text of the article.

Mandatory and additional conditions

The law defines the following mandatory conditions an agreement by which the parties agree to establish a company:

1. Date and place of detention (locality).
2. Information about the founders of the organization. For individuals, you must indicate the full name, details of the identity document, address of the place of residence. If the founder is a legal entity, then the full company name, legal address, main identifying codes (TIN, KPP, OGRN), information about the person who acts on his behalf, and the details of the document confirming the authority are provided.
3. Information about the organization being created: full company name and location or full legal address where the head of the company (sole executive body) will be located. The legal address of an LLC can be either an office space or a registration of a director or participant.
4. The size of the authorized capital of the company. In most cases minimum size The authorized capital is only 10,000 rubles, but for some types of activities (banks, Insurance companies, alcohol producers, etc.) are established by law large sums... The minimum amount of the authorized capital is paid only in cash, but in addition to this, property contributions are also allowed.
5. Distribution of shares between the founders in percent or fractions with an indication of their nominal value.
6. The procedure for making shares. The term for depositing the authorized capital is limited to 4 months from the date of registration. There are no administrative or tax sanctions for violation of this period, however, the parties to the agreement can make a condition on the responsibility of the founder for delay.

In addition, the owners of the firm have the right, by mutual agreement, to specify additional conditions that they consider important. This can be the procedure for approval of the charter, election of executive bodies, distribution of expenses for the creation of an LLC, appointment of a person responsible for registration, etc. An agreement on the establishment of an LLC with two or more parties is concluded in writing and signed by all founders.

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From the definitions of treaties, the memorandum of association bears very close resemblance to an agreement on the creation legal entity... The author of the article provides some explanations for each of the contracts.

In the current civil law Russian Federation there are two types of agreements that regulate the process of creating a legal entity: the foundation agreement and the agreement on the creation of a legal entity itself. These agreements are very close in their legal nature and content.

Considering an agreement on the creation of a legal entity, first of all, it should be noted that such an agreement is mandatory only for joint stock companies when creating them. According to paragraph 1 of Art. 98 of the Civil Code of the Russian Federation, clause 5 of Art. 9 of the Federal Law of December 26, 1995 N 208-FZ "On Joint Stock Companies", an agreement on the creation of a joint stock company is recognized as an agreement defining the procedure for the founders of joint activities to establish a company, the size of the authorized capital of the company, categories and types of shares to be placed among the founders , the amount and procedure for their payment, the rights and obligations of the founders to create a society. In this case, a special explanation is made that the agreement on the creation of a joint-stock company is not constituent document society.

Traditionally, an agreement on the creation of a joint stock company is recognized as an agreement on joint activities. Legal scholars note that a full partnership, the participants of which are persons who have expressed a desire to create a society, is the most acceptable legal form of association of founders. The advantages of this form of association of founders is that a general partnership, the participants of which bear full and joint responsibility for its obligations, can in certain cases act on behalf and in the interests of the company being created, concluding the necessary transactions. Responsibility for such transactions should be borne by the partnership, provided that the general meeting of shareholders does not subsequently approve them Kirilin A.V. Civil regulation of the creation and activities of joint-stock companies in the USSR: Abstract dis. ... Cand. jurid. sciences. M., 1990.S. 15 ..

The position that the agreement on the creation of a joint-stock company is an agreement on joint activities is adhered to and arbitrage practice... So, clause 6 of the Resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation "On some issues of the application of the Federal Law" On joint stock companies "states that the agreement concluded by the founders of a joint stock company on the creation of a company is an agreement on joint activities to establish a company and does not apply to constituent documents.

The agreement on the creation of a joint stock company is one of the elements of a complex legal structure, entailing the emergence of a joint stock company as a legal entity and the emergence of corporate legal relations between the company and its founders.

As can be seen from the definitions of treaties, the memorandum of association is very similar to an agreement on the creation of a legal entity. So, both agreements are aimed at creating (or rather, establishing) a corporate-type legal entity (based on membership (participation)) and are by their nature consensual, multilateral, fiduciary agreements. Both agreements contain elements of an agreement in favor of a third party. In addition, both contracts can not be classified as either compensated or gratuitous in the classical sense, since the provision under these contracts (which may not always be, but is always assumed or allowed in the future) is not reciprocal for the parties to the contract. On the contrary, the corresponding reciprocity of provision is observed in the relationship between the founders and the legal entity, when the founders receive a share (share) in the authorized (joint) capital (mutual fund) in exchange for their contribution to the specified capital (fund).

But there are also significant differences between them. Firstly, the agreement on the creation of a legal entity regulates only the relationship of obligation between the founders in the process of creating a legal entity. At the same time, the memorandum of association regulates not only the relations of obligation that arise between the founders after its conclusion within the framework of joint activities to create a legal entity, but also, according to the general rule, relations arising between the founders (participants), a legal entity and third parties after state registration a legal entity during the entire period of existence of a legal entity, with the exception of certain cases.

In this regard, it is necessary to make two explanations - one for each of the contracts.

With regard to the agreement on the creation of a legal entity, it is widely believed that this agreement terminates at the time of state registration of the created legal entity. Indeed, according to paragraph 3 of Art. 49 of the Civil Code of the Russian Federation, the legal capacity of a legal entity (and, consequently, the legal entity itself) arises at the time of its creation, which, in accordance with paragraph 2 of Art. 51 of the Civil Code of the Russian Federation is determined by the day of making an entry in the United State Register legal entities, from which it can be concluded that the process of creating a legal entity is completed at the time of making the appropriate entry in the Unified State Register of Legal Entities. However, as already mentioned, the agreement on the creation of a legal entity in reality regulates not only the relationship for the creation of a legal entity, but also other relations for its establishment. In other words, the name of the agreement on the creation of a legal entity does not fully reflect its subject matter. However, it seems that the name "establishment agreement" (and not "establishment agreement") was deliberately chosen in order to avoid confusion with the memorandum of association.

At the same time, the content of par. 2 p. 1 art. 86 of the Civil Code of the Russian Federation, according to which a limited partnership is preserved if at least one full partner and one investor remain in it. An absurd situation arises: either the partnership continues to operate without constituent documents, or the memorandum of association retains its validity, having one participant, or a partner in the memorandum of association, for some reason, must become a limited partner. There is only one way out - in the exception of the specified legal norm from par. 2 p. 1 art. 86 of the Civil Code of the Russian Federation.

Secondly, the legal goal, the causation of the constituent agreement is not only the creation of a legal entity by the founders, but also their participation in its activities (along with other participants who became part of the legal entity later). In addition, the memorandum of association may in other forms consolidate the status of a legal entity, for example, by securing the scope of its legal capacity.

Thirdly, the memorandum of association not only contains elements of an agreement in favor of a third party - the subject of law being created, but also imposes certain obligations on it in the interests of the founders. This feature of the memorandum of association is due to its specific functions of regulating corporate relations arising after state registration of a legal entity.

Fourthly, in contrast to the agreement on the creation of a legal entity, the information contained in the constituent agreement, under no circumstances can constitute a commercial secret by virtue of a direct indication of the law.

Fifth, an agreement on the creation of a legal entity, unlike a memorandum of association, can be concluded not only in writing, but also orally. This is due to the fact that, in our firm belief, this agreement is actually concluded upon the creation of any legal entity of a corporate type. However, due to the fact that only the agreement on the creation of a joint-stock company is legally regulated, and the requirements for mandatory writing are contained only in relation to this agreement. In all other cases, if the written form of the agreement on the creation of a legal entity is not observed, the consequences provided for by Art. 162 of the Civil Code of the Russian Federation.

All of the above differences, with the exception of the fifth, stem from the fact that the memorandum of association is a constituent document, and the agreement on the creation of a legal entity is not one of those.

Scientists also highlight other differences between the agreement on the creation of a joint-stock company from agreements on joint activities.

In this regard, in the theory of civil law, discussions continue about the legal nature of the agreement on the creation of a joint-stock company.

So, G. Tsepov defines this agreement as a mixed agreement, combining elements of a joint venture agreement and an agreement for the paid acquisition of shares by the founders of ownership (purchase and sale agreement in case of payment for shares in cash and an exchange agreement in case of payment for shares in non-cash assets) ... As regards the obligation of the founders to pay for the shares distributed in their favor, this agreement is recognized by the author as an agreement in favor of a third party.

D. Stepanov, criticizing the concept of recognizing an agreement on the creation of a joint-stock company as an agreement in favor of a third party, believes that an agreement on the creation of a joint-stock company is much closer to a simple partnership agreement than to other types and types of agreements, but it is not limited solely to an agreement. regulated by hl. 55 of the Civil Code, since it provides for a special legal regime and mixing of these types of contracts is unacceptable.

It is of certain interest to determine the nature of the memorandum of association and the agreement on the creation of a legal entity. A large number of scientists are of the opinion that an agreement on the creation of a legal entity (in particular, a joint stock company) is a kind of an agreement on joint activities, while a memorandum of association should be attributed to an independent type of civil contracts. There is another point of view, according to which both agreements (both the agreement on the creation of a legal entity and the memorandum of association) are among the agreements on joint activities (agreements of simple partnership).

However, in paragraph 1 of Art. 1041 of the Civil Code of the Russian Federation directly states that "under a simple partnership agreement (agreement on joint activities), two or more persons (comrades) undertake to combine their contributions and act jointly without forming a legal entity ...". In other words, on the basis of an agreement regulated by Chapter 55 of the Civil Code of the Russian Federation, "joint activities of its participants are carried out without creating a legal entity for this purpose." I.V. Eliseev believes that "the literal interpretation of clause 1 of article 1041 of the Civil Code of the Russian Federation allows us to conclude only that the association of comrades in itself is not a legal entity." As for the possible goals of the activity of such a non-subject association, in his opinion, the law does not formally provide for any restrictions on the creation of legal entities. However, we have already noted that the agreement on the creation of a legal entity ceases to be valid not at the time of state registration, but at the time the participants fulfill their obligations under the agreement, including the obligations to make contributions to the authorized (pooled) capital (mutual fund) and (or ) to the property of a legal entity. And here, in any case, a third party interferes in the relationship between the founders - the organization they created. It is significant that I.V. Eliseev himself admits that "the norms of Chapter 55 of the Civil Code of the Russian Federation on contracts of simple partnership are not in the best way adapted to regulate the relations of the participants in the course of the activity of the legal entity created by them." All this determines the recognition of an agreement on the creation of a legal entity, a memorandum of association and a simple partnership agreement with three different types of agreements Braginsky M.I. Agreements on the establishment of collective entities // Law and Economics. 2003. N 3.P. 52 - 53.

At the same time, we recognize that all three types of agreements have a similar legal nature: they all regulate the joint activities of their participants, due to which they all have a common feature on the mandatory connection of deposits; they are all multilateral, consensual treaties. Moreover, both the agreement on the creation of a legal entity and the memorandum of association take their historical origin precisely from the agreement of a simple partnership. The agreement on the creation of a legal entity and the memorandum of association, as already mentioned, differ from the agreement of a simple partnership in that they set as their goal the creation of a legal entity. They are not aimed at joint activities without forming a legal entity.

All three types of contracts are related to each other in the same way as, for example, work contracts and paid services are in relation to each other. For this reason, de lege ferenda should not only define in more detail the characteristics and content of the agreement on the creation of a legal entity and the memorandum of association, but also add an addition to Ch. 55 of the Civil Code of the Russian Federation of the following content: "To agreements on the creation of a legal entity, as well as to constituent agreements, the provisions provided for in this chapter shall apply if this does not contradict the rules of this Code and other federal laws on these agreements, as well as the peculiarities of the subject of these agreements." In this case, de lege lata, one should adhere to the specified rule in case of unsettledness in the legislation of certain relations arising in the process of establishing a legal entity, when applied by analogy with the norms of Chapter 55 of the Civil Code of the Russian Federation. So, the memorandum of association and the agreement on the creation of a legal entity have a similar legal nature, due to this - a large number of common features; the main differences boil down to the fact that the first agreement is one of the constituent documents, and the second is not. For this reason, the joint activities carried out by the founders of a legal entity prior to its state registration, both under the constituent agreement and under the agreement on the creation of a legal entity, are absolutely the same. In this regard, the question arises about the advisability of the existence in the legislation of two contracts that are close in nature.

The pre-revolutionary Russian legislation contained a direct indication of the need to conclude an agreement between the founders of full, limited cooperative, share and joint-stock partnerships (analogues of existing business partnerships, production cooperatives, limited companies and additional liability and joint stock companies, respectively). The specified agreement was concluded with the corresponding purpose - to create any of the listed partnerships. In domestic civil law, even before October 1917, there was a conviction that agreements on the establishment of a legal entity were divided into two types: constituent agreements (for general and limited partnerships) and agreements on the creation of a partnership (for cooperative, share and joint-stock partnerships). At the same time, the constituent agreements in general and limited partnerships combined (and still combine) the functions of an agreement on the creation of a partnership and its constituent document.

For this reason, the existence of a memorandum of association in a legal entity along with the charter is historically unreasonable and inexpedient. Inappropriateness is explained by the fact that amendments to the charter are made, as a rule, by decision of a qualified majority of the participants in a legal entity, and to amend the memorandum of association, a unanimous decision of all its participants is required. Because of this, the content of the constituent agreement is often inconsistent with the charter of a legal entity and in fact ceases to perform the functions of a constituent document, without being able to regulate relations between the participants. This is also facilitated by the rule according to which, in the event of a conflict of norms contained in the constituent documents of a legal entity, a greater legal force possesses its charter (clause 5 of article 12 of the Federal law of February 8, 1998 N 14-FZ "On limited liability companies").

All this testifies to the need to abandon the practice of legislative consolidation of the so-called "double" constituent documents in relation to any legal entity and to replace constituent agreements in all existing organizational and legal forms, including in limited and additional liability companies, in associations (unions) , v non-profit partnerships and autonomous non-profit organizations(with the exception of founding agreements of business partnerships) for agreements on the creation of a legal entity.

The creation agreement can be drawn up in the form of a creation protocol.

The constituent documents, along with the Protocol and the application in the p11001 form, are submitted to the registering authority. The first Protocol of LLC approves the name of the company, authorized capital, the composition of the founders and their shares in the authorized capital. In the first constituent protocol of the LLC, a head (director or general director) is elected. The LLC protocol contains the agenda required for the state registration of the enterprise.

This Agreement was concluded between the founders of the Limited Liability Company "________________" (hereinafter referred to as the "Company"):

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

Limited Liability Company "________________" (LLC "________________", PSRN _________________, TIN _________________, KPP _________________, location address: zip code, city ________, street __________, 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 of 08.02.1998 No. 14-FZ "On Limited Liability Companies", other regulations regulating 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 joint activities to establish 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 created Company, the size of the authorized capital of the Company, the size and par value of the share in the authorized capital of the Company of each of the Founders of the Company, the size, procedure and terms of payment of such shares in the authorized capital of the Company are determined.

2. Procedure for the implementation of joint activities to establish 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:

On English language - _________________________;

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 of the Society's Charter and approve it.

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

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

3. The authorized capital of the Company

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

3.2. The size of the shares of the Founders of the Company:

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

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

4. Procedure and terms of 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 pay in full the par 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 for a share in the authorized capital of the Company, including by offsetting his claims to the Company.

5. Duties and responsibilities of the Founders

5.1. Founders are obliged to:

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

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

To fulfill in good faith the terms of this Agreement and the Articles of Association of the Company.

5.2. Responsibility of the Founders:

5.2.1. The founders of the Company are jointly and severally liable for the obligations associated with the establishment of the Company and arising before its state registration;

5.2.2. In case of failure to fulfill or untimely fulfillment by each Founder of obligations to pay for shares in the authorized capital of the Company, the Founder shall pay for the time of delay 0.5% of the unpaid amount for each day of delay. On the unpaid share in the authorized capital of the Company, the interest is calculated 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 reimburse other Founders for losses caused by non-fulfillment or improper fulfillment of his obligations. Losses are understood as direct actual damage. No reimbursement of lost income is made.

6. Final provisions

6.1. This Agreement may be in established order modified or supplemented by agreement of the Founders.

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

6.3. Others essential conditions Agreements establishing mutual civil rights and the responsibilities of the Members are set out in the Articles of Association of the Company.

6.4. In everything else that is not provided for in this Agreement, the Participants are guided by the Charter, decisions of the meeting of the Participants and current legislation.

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

SIGNATURES OF THE FOUNDERS:

________________

________________ ___________ [position] 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 have specific requirements that are not explicitly specified in the legislation, therefore, a service is now available specifically for our users free check documents for business registration by 1C specialists.

Since July 1, 2010, the constituent agreement is called the agreement on the establishment of a limited liability company (Article 89 of the Civil Code of the Russian Federation and Article 11 of Law 14-FZ).

What is a memorandum of association

The founding agreement of an LLC (Agreement of incorporation) is a document that is required when creating a company with two or more founders, which allows you to formalize in writing the agreements on creating a company, the procedure for distributing profits and general interaction, entry and exit of participants, as well as their heirs.

1. The constituent agreement is not a constituent document (clause 5 of article 11 of the LLC Law, clause 1 of article 89 of the Civil Code of the Russian Federation). It is an internal corporate agreement governing the relationship between the founders.
2. In the case of the creation of an LLC by one person, an agreement on establishment is not required (clause 5 of article 11 of the Law on LLC, clause 1 of article 89 of the Civil Code of the Russian Federation).

Why is this agreement necessary?

• The obligation to conclude a constituent agreement is determined by paragraph 1 of Article 89 of the Civil Code of the Russian Federation.
• The founders of a limited liability company conclude an agreement among themselves on the establishment of a limited liability company, which determines the procedure for their joint activities to establish a company, the size of the charter capital of the company, the size of their shares in the charter capital of the company and other conditions established by the law on limited liability companies.
• The agreement on the establishment of a limited liability company is concluded in writing.

The Memorandum of Association is submitted simultaneously with the charter, but the role of this agreement is less significant for them than for those legal entities where the Memorandum of Association is the only constituent document.

There are two types of company founding agreement

What does the memorandum of association consist of

The LLC establishment agreement may include the following sections

1. Introductory part for the purpose of concluding a contract.
2. Name and legal form organizations.
   The legislation does not contain a mandatory requirement to include the name of the company being founded in the agreement. At the same time this information seems necessary to concretize the subject of the contract.
3. Subject of activity and location of the LLC.
   The planned address of the registered office of the company may be indicated in the founding agreement.
4. Obligations of participants (founders) to create a legal entity.
   The agreement must contain information that allows to accurately identify its parties (clause 1 of article 432 of the Civil Code of the Russian Federation). As a rule, the preamble contains the surname, name and patronymic of the parties - individuals, the firm name of legal entities. In relation to representatives of the parties (if any), it is also necessary to provide the grounds for the emergence of their powers (charter of the company, details of the power of attorney).
5. The procedure for the formation of property (payment of shares) and the size of the authorized capital.
   Information on the timing of payment of shares is mandatory (clause 5 of article 11 of the Law on LLC)
   Data on the amount of the authorized capital are mandatory (clause 1 of article 89 of the Civil Code of the Russian Federation and clause 5 of article 11 of the LLC Law). The size of the authorized capital is determined in rubles and cannot be less than 10,000 rubles. (paragraph 2, clause 1, article 14 of the LLC Law).
6. Conditions on the responsibility of specific participants (founders) for the obligations of the created legal entity.
7. The procedure for distribution of profits and repayment of losses.
8. The procedure for managing the affairs of a legal entity.
   This information is mandatory (clause 5 of article 11 of the Law on LLC). Typically, it includes:
   1. the term of the general meeting of founders;
   2. the procedure for sending to the founders of the notice on the holding of the meeting;
   3. rules for nominating candidates for elected positions.
9. The rights and obligations of the participants (founders).
10. Responsibility for violation of the contract.
11. Conditions and procedure for the withdrawal of participants (founders) from the organization and the admission of new members, including:
    1. peculiarities of using the property of the participant transferred as payment for the share, in the event of the subsequent withdrawal or exclusion of such a participant from the company (clause 4 of article 15 of the Law on LLC).
12. Dispute Resolution Procedure.
13. The procedure for changing and terminating the contract, reorganization and liquidation of a legal entity.
14. Other information and documents
    This information may include:
    1. provisions on the liability of founders (forfeit, fine, penalties) in case of non-payment of a share in the authorized capital (clause 3 of article 16 of the Law on LLC);
    2. the procedure for the distribution of expenses related to the creation of a company;
    3. the procedure for providing compensation to the company by the participant in the event of the termination of the right to use the property before the expiration of the period for which such property was transferred for use by the company as payment for the share (paragraph 2, clause 3, article 15 of the LLC Law);
    4. the procedure for resolving disagreements that may arise in the process of establishing a company.

Sample memorandum of association for individuals

Agreement on the establishment of a limited liability company where the founders are individuals

CONTRACT
on the establishment of the Society with
limited liability
«_____________________________»
(founders - legal entities)

___________ "___" __________ ___

Represented by ___________________________________,
(name of organization) (position, full name)
acting ___ on the basis of ___________________, and __________________________
(Of the Charter, regulations, power of attorney) (name of the organization)
represented by _________________________________________, acting ___ on the basis of
(position, full name)
__________________________, hereinafter referred to as the "Founders",
(Charter, regulations, power of attorney)
agreed to create in accordance with applicable law
Russian Federation Limited Liability Company "__________":
(Name)

1. THE SUBJECT OF THE AGREEMENT.
FOUNDERS AND THE ORDER OF THEIR JOINT ACTIVITIES

1.1. Under this Agreement, the Founders create a business company in the form of a limited liability company and undertake to comply with all related requirements of the current legislation of the Russian Federation.
1.2. Limited Liability Company "____________" (hereinafter referred to as "Company") is created in accordance with the Civil Code of the Russian Federation, Federal Law of 08.02.1998 N 14-FZ "On Limited Liability Companies" and other current legislation of the Russian Federation.
1.3. The composition of the founders of the Society:
1) ___________________________________________________________________ (name of the legal entity), registered ________________________, OGRN ___________________________



2) ____________________________________________________________________ (name of the legal entity), registered __________________________, OGRN _________________________
(certificate of state registration No. ______ dated ________________),
INN ___________________________, account _____________________________________,

1.4. The obligations of the Founders to perform actions related to the establishment of the Society are distributed among them as follows:
1) _____________ undertakes to perform the following actions before "___" __________ ____: _________________________________________________;
2) _____________ undertakes to perform the following actions before "___" __________ ____: _____________________.
1.5. The Founders undertake to bear the costs of establishing the Company in proportion to the acquired shares in the authorized capital of the Company in accordance with this Agreement.
1.6. This Agreement determines the procedure for the Founders to carry out joint activities to establish the Company, the size of the authorized capital of the Company, the size and par value of the share of each of the Founders of the Company, as well as the amount, procedure and terms of payment for such shares in the authorized capital of the Company.

2. NAME AND LOCATION OF THE COMPANY

2.1. Full official name of the Society in Russian:
Limited Liability Company "______________".
The abbreviated name of the Company in Russian: LLC ______________.
Full official name of the Company in _____________________ language: _____________________.
Abbreviated name of the Company in ________ language: ___________________.
2.2. Location of the Company: _______________________________.
2.3. Mailing address: __________________________________________.

3. SUBJECT AND OBJECTIVES OF THE COMPANY'S ACTIVITIES

3.1. The subject matter and goals of the Society's activities are established in the Society's Articles of Association.
3.2. The Company has the right to perform all actions not prohibited by the current legislation of the Russian Federation. The activities of the Society are not limited to those stipulated in the Charter.

4. LEGAL STATUS

4.1. The Company acquires the rights of a legal entity from the moment of its state registration in accordance with the procedure established by the legislation of the Russian Federation.
4.2. In accordance with the current legislation of the Russian Federation, the Company owns separate property, recorded on its independent balance sheet, can, on its own behalf, acquire and exercise property and personal non-property rights, perform duties, be a plaintiff and defendant in court.
The Company may have civil rights and fulfill civil obligations necessary for the implementation of any types of activities not prohibited by federal laws, if this does not contradict the subject matter and goals of the activity, as determined by the limited Charter of the Company.
4.3. The members 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 shares in the authorized capital of the Company.

4.4. The founders of the Society are jointly and severally liable for the obligations associated with the founding of the Society and arising prior to its state registration.
The Company is liable for the obligations of the Founders associated with its establishment, only in case of subsequent approval of their actions General meeting members of the Society. In this case, the amount of the Company's liability in any case may not exceed one fifth of the paid-up charter capital of the Company.
4.5. The company is responsible for its obligations with all property belonging to it.
4.6. The company is not responsible for the obligations of its members.
4.7. In the event of the insolvency (bankruptcy) of the Company through the fault of its members or through the fault of other persons who have the right to give instructions binding on the Company or otherwise have the ability to determine its actions, subsidiary liability may be imposed on the said members or other persons in the event of insufficiency of the Company's property according to his obligations.
4.8. Russian Federation, constituent entities of the Russian Federation and municipalities are not responsible for the obligations of the Company, as well as the Company is not responsible for the obligations of the Russian Federation, constituent entities of the Russian Federation and municipalities.
4.9. The Company is obliged to keep the following documents at the location of the executive body of the Company:
- Agreement on the establishment of the Company, the protocol on the establishment of the Company, the Articles of Association of the Company, as well as amendments made to the Articles of Association of the Company and registered in accordance with the established procedure;
- minutes (minutes) of the meeting of the Founders of the Company containing the decision on the establishment of the Company, the conclusion of an independent appraiser on the approval of the monetary value of non-monetary contributions to the charter capital of the Company, as well as other decisions related to the establishment of the Company;
- a document confirming the state registration of the Company;
- documents confirming the rights of the Company to the property on its balance sheet;
- internal documents of the Company;
- regulations on branches and representative offices of the Company;
- documents related to the issue of bonds and other equity securities of the Company;
- minutes of the General Meetings of Members of the Company, meetings of the Board of Directors (Supervisory Board) of the Company, the collegial executive body of the Company and the Audit Commission of the Company;
- lists of affiliated persons of the Company;
- conclusions of the Auditing Commission (auditor) of the Company, auditor;
- other documents stipulated by federal laws and other legal acts of the Russian Federation, the Charter of the Company, internal documents of the Company, decisions of the General Meeting of Members of the Company, the Board of Directors (Supervisory Board) of the Company and the executive bodies of the Company.

5. AUTHORIZED CAPITAL

5.1. The authorized capital of the Company determines the minimum size of its property that guarantees the interests of the Company's creditors.
The authorized capital of the Company is made up of the par value of the shares of its participants.
At the time of the creation of the Company, its authorized capital is _____ (_________) rubles.
5.2. The sizes of the shares of the Founders of the Company in its authorized capital and their nominal value at the establishment of the Company:
1) "_____________" (name of the organization) - ___%, the par value of the share - _________ rubles;
payment for a share in the authorized capital of the Company is made in money (option: securities, other things or property rights or other rights that have a monetary value);
2) "_____________" (name of the organization) - ____%; par value of the share - _________ rubles;
payment for a share in the authorized capital of the Company is made in money (option: securities, other things or property rights or other rights that have a monetary value).
The maximum share of a participant is limited and is _____________, which is __% of the authorized capital.
(Option: The maximum size of the participant's share is not limited.)
The ratio of the shares of the participants can be changed (cannot be changed).
5.3. At the time of state registration of the Company, its charter must be paid by the Founders by _____%<1>:
1) "____________" (name of the organization) undertakes to pay at least ___% of its share in the authorized capital of the Company by the time of state registration of the Company;
2) "_____________" (name of the organization) undertakes to pay at least ___% of its share in the authorized capital of the Company by the time of state registration of the Company.
5.4. Each Founder of the Company must pay in full his share in the authorized capital of the Company within ____________.
5.5. In case of incomplete payment of the share in the authorized capital of the Company within the period determined in accordance with clause 5.4 of this Agreement, 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 Art. 24 of the Federal Law of 08.02.1998 N 14-FZ "On Limited Liability Companies".
If the Founder of the Company fails to fulfill the obligation to pay for the share in the authorized capital of the Company within the time limits established in clause 5.4 of this Agreement, he shall pay the Company a fine in the amount of ____% of the unpaid amount (of the value of the property to be paid as payment for the share)<2>.
5.6. If the Company terminates the right to use the property before the expiration of the period for which such property was transferred to the Company to pay for the share, the member of the Company who transferred the property is obliged to provide the Company, upon his request, with monetary compensation equal to the payment for the use of the same property on similar conditions during the remaining period of use of the property. Monetary compensation must be provided at a time within a reasonable time from the moment the Company submits a demand for its provision, if a different procedure for providing monetary compensation not established by the decision of the General Meeting of Members of the Company. This decision is made by the General Meeting of Members of the Company without taking into account the votes of a member of the Company who transferred to the Company the right to use property to pay for its share, which was terminated early<3>.
In case of failure to provide compensation within the established period, the share or part of the share in the authorized capital of the Company, proportional to the unpaid amount (value) of compensation, shall be transferred to the Company. Such a share (or part of a share) must be sold by the Company in the manner and within the terms established by Art. 24 of the Federal Law of 08.02.1998 N 14-FZ "On Limited Liability Companies".
5.7. The property transferred by a member of the Company for the use of the Company to pay for his share, in the event of withdrawal or exclusion of such a member from the Company, remains in the use of the Company during the period for which this property was transferred<4>.
5.8. It is not allowed to release the Founder of the Company from the obligation to pay for a share in the authorized capital of the Company.
5.9. The procedure for changing the size of the authorized capital, as well as the procedure for the transfer by participants of their shares to third parties are determined by the Charter.

6. DISTRIBUTION OF THE COMPANY'S PROFIT
BETWEEN THE MEMBERS OF THE COMPANY

6.1. The Company has the right to make a decision on the distribution of net profit among the members of the Company on a quarterly basis (once every six months or once a year). The decision on the distribution of a part of the Company's profits is made by the General Meeting of the Company's members.
6.2. The part of the Company's profit intended for distribution among its members is distributed in proportion to their shares in the authorized capital of the Company.
6.3. The Company makes a decision on the distribution of its profits among the members of the Company and makes the appropriate payments in compliance with the requirements for limiting the distribution of profits between the members of the Company, established by Art. 29 of the Federal Law of 08.02.1998 No. 14-FZ "On Limited Liability Companies".

7. MANAGEMENT BODIES OF THE COMPANY

7.1. The supreme body of the Society is the General Meeting of Members of the Society.
The general meeting of the members of the Company may be regular or extraordinary. All members of the Society have the right to attend the General Meeting of Members of the Society, take part in the discussion of issues on the agenda and vote when making decisions.
7.2. The Company provides for the formation of the Board of Directors.
7.3. The sole executive body of the Company is ______________<5>.
7.4. The collegial executive body of the Company is ______________.
7.5. The procedure for the formation (election), termination of powers, as well as the competence and procedure for making decisions by the management bodies of the Company are determined by its Charter.

8. WITHDRAWAL OF A MEMBER OF THE COMPANY FROM THE COMPANY

8.1. The provisions on the possibility of a member's withdrawal from the Company, as well as the procedure for such withdrawal, are provided for in the Articles of Association of the Company.

9. CONTROL, ACCOUNTING AND REPORTING

9.1. To exercise their rights to control the activities of the Company, each participant has the right to receive information and certificates on all issues related to the activities of the Company. The forms of control, as well as accounting and reporting are determined by the Charter of the Company, the current legislation of the Russian Federation, as well as decisions of the General Meeting of Participants.

10. CONFIDENTIALITY

10.1. Each of the Founders undertakes not to disclose information recognized as confidential in accordance with the established procedure.
10.2. Transfer of information not subject to disclosure to third parties, publication or other disclosure of such information may be carried out only in the manner established by the General Meeting of Members of the Company.

11. FORCE MAJEURE

11.1. The Founders are exempt from partial or full fulfillment of obligations under this Agreement if the failure to fulfill was the result of force majeure circumstances that arose after the conclusion of this Agreement as a result of extraordinary events that the Founder could neither foresee nor prevent by reasonable measures. Force majeure events include events that the Founder cannot influence and for the occurrence of which he is not responsible, for example: an earthquake, flood, fire, as well as a strike, government regulations or orders government agencies.
11.2. The Founder, referring to force majeure circumstances, is obliged to immediately inform the other Founders of the occurrence of such circumstances in writing, and at the request of other Founders, a certifying document must be presented.
11.3. The Founder, who, due to force majeure circumstances, cannot fulfill the obligations under this Agreement, undertakes to make every effort to compensate for the consequences of default as soon as possible.

12. SETTLEMENT OF DISPUTES

12.1. All disputes and disagreements that may arise in connection with the execution of this Agreement are resolved through negotiations between the Founders.
12.2. Disputes and disagreements that have not been settled as a result of negotiations are resolved in a judicial procedure established by the current legislation of the Russian Federation.

13. FINAL PROVISIONS

13.1. This Agreement shall enter into force from the date of its signing.
13.2. All changes and additions to this Agreement are drawn up in writing in accordance with the provisions of the current legislation of the Russian Federation.
13.3. In everything that is not provided for by this Agreement, the Founders are guided by the provisions of the current legislation of the Russian Federation.
13.4. This Agreement has been drawn up in ________ copies.

SIGNATURES OF FOUNDERS

(signature) (full name)
(M.P.<6>)

_______ «_________________» _______________/_______________________
(signature) (full name)
(M.P.<6>)

Note:

In cases where, in accordance with the law, the state registration of a business company is allowed without preliminary payment of three quarters of the authorized capital, the participants in the company bear subsidiary liability for its obligations arising before the moment of full payment of the authorized capital (paragraph 2, clause 4 of article 66.2 of the Civil Code of the Russian Federation ).

<3>In accordance with para. 2 p. 3 art. 15 of the Federal Law of 08.02.1998 No. 14-FZ "On Limited Liability Companies", the agreement on the establishment of a company may provide for other methods and another procedure for providing a company participant with compensation for the early termination of the right to use the property transferred to the company for use to pay for a share in the charter the capital of the company.

<4>In accordance with paragraph 4 of Art. 15 of the Federal Law of 08.02.1998 No. 14-FZ "On Limited Liability Companies", the agreement on the establishment of the company may provide otherwise.

<5>According to paragraph 3 of Art. 65.3 of the Civil Code of the Russian Federation, a sole executive body (director, general manager, chairman, etc.). The charter of the corporation may provide for the granting of the powers of the sole executive body to several persons acting jointly, or the formation of several sole executive bodies acting independently of each other (paragraph 3, clause 1, article 53 of the Civil Code of the Russian Federation). As the sole executive body of a corporation, it can act as individual and a legal entity.

<6>From 04/07/2015, business entities are not required to have a seal (Federal Law of 04/06/2015 No. 82-FZ "On Amendments to Certain Legislative Acts of the Russian Federation regarding the abolition of the obligation to seal business entities").

Sample memorandum of association for individuals and LLC

Agreement on the establishment of a limited liability company where the founders are individuals and legal entities

Imprisoned on
General meeting of founders,
Minutes No. _________
from "___" _________ ____

Establishment agreement
Limited liability companies
«____________________________»

_______________ "___" __________ ____

Citizen of the Russian Federation _______________________________________,

citizen of the Russian Federation ___________________________________________,
(Full name, passport details, place of residence)
_____________________________________ represented by _____________________________,
(name of organization, OGRN, TIN) (position, full name)
acting on the basis of ______________________________________________, and
(Articles of Association, power of attorney)
_________________________________ represented by _________________________________,
(position, full name)
acting on the basis of _________________________ (Charter, power of attorney), hereinafter referred to as the "Founders", have agreed to create a Limited Liability Company "________________________" in accordance with the current legislation of the Russian Federation.

1. THE SUBJECT OF THE AGREEMENT. FOUNDERS
AND THE PROCEDURE OF JOINT ACTIVITIES IN THE ESTABLISHMENT OF THE COMPANY

1.1. Under this Agreement, the Founders undertake to create a limited liability company and fulfill all related requirements of the current legislation of the Russian Federation.
1.2. Limited Liability Company ____________ (hereinafter referred to as the “Company”) is established in accordance with the Civil Code of the Russian Federation and Federal Law of 08.02.1998 N 14-FZ “On Limited Liability Companies”.
1.3. Composition of the Founders of the Society:
1) a citizen of the Russian Federation __________________________________,





2) a citizen of the Russian Federation __________________________________,
passport series _______ No. ______________,
issued ______________________________________________________________,
date of issue "___" __________ ____,
department code ____________ - ______________,
registered ____________________________________________________;
3) ___________________________________________________________________,
(name of the legal entity)
registered ________________________, OGRN _______________________
(certificate of state registration No. ______ dated ________________),
INN ___________________________, account _____________________________________,
address: _____________________________________________;
4) ___________________________________________________________________,
(name of the legal entity)
registered ________________________, OGRN ___________________________
(certificate of state registration N ______ dated ________________),
INN ___________________________, account _____________________________________,
address: _____________________________________________.
1.4. The obligations of the Founders to perform actions related to the establishment of the Society are distributed as follows:
1) _____________ undertakes to perform the following actions before "___" __________ ____: ___________________________________;
2) _____________ undertakes to perform the following actions before "__" __________ ____: _____________________;
3) _____________ undertakes to perform the following actions before "___" __________ ____: _____________________;
4) _____________ undertakes to perform the following actions before "___" __________ ____: _____________________.
1.5. The founders undertake to bear the costs of establishing the Company in proportion to the acquired shares in the authorized capital of the Company in accordance with this Agreement.

2. NAME AND LOCATION OF THE COMPANY.
SUBJECT AND OBJECTIVES OF THE COMPANY'S ACTIVITIES

2.1. The full corporate name of the Company in Russian is Limited Liability Company "_______________".
The abbreviated corporate name of the Company in Russian is LLC ______________.
Full corporate name of the Company on _____________ (on any foreign language or the language of the peoples of the Russian Federation) language - "_______________", abbreviated company name in _____________ (in any foreign language or language of the peoples of the Russian Federation) language - "_______________"<1>.
2.2. Location of the Company: ________________________.
2.3. The subject matter and objectives of the Society's activities are specified in detail in the Charter.
2.4. The Company has the right to perform all actions not prohibited by the current legislation of the Russian Federation.
The activities of the Society are not limited to those stipulated in the Charter. Transactions that go beyond the statutory activities, but do not contradict the law, are recognized as valid.

3. LEGAL STATUS

3.1. The company acquires the rights of a legal entity from the moment of its state registration.
3.2. The company owns separate property, recorded on its independent balance sheet, can, on its own behalf, acquire and exercise property and personal non-property rights, bear obligations, be a plaintiff and defendant in court. In accordance with the current legislation of the Russian Federation, the property of the Company is formed from the contributions of the Founders (participants), including Money received as payment for shares, as well as property produced and acquired by the Company due to its economic activities.
3.3. The company is responsible for its obligations with all property belonging to it.
3.4. The company is not responsible for the obligations of its members.
3.5. The members 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 shares in the authorized capital of the Company.
Members of the Company who have not fully paid for their shares are 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.
3.6. In the event of the insolvency (bankruptcy) of the Company through the fault of its members or through the fault of other persons who have the right to give instructions binding on the Company or otherwise have the ability to determine its actions, subsidiary liability may be imposed on the said members or other persons in the event of insufficiency of the Company's property according to his obligations.

4. SIZE OF THE AUTHORIZED CAPITAL OF THE COMPANY, SIZE AND NOMINAL
COST OF THE SHARE OF EACH OF THE FOUNDERS OF THE COMPANY

4.1. The authorized capital of the Company is made up of the par value of the shares of its participants.
4.2. The size of the authorized capital of the Company at the time of its creation is __________ (______________) rubles<2>.
4.3. The authorized capital of the Company determines the minimum size of its property that guarantees the interests of its creditors.
4.4. The size of the share of the Company's participants in the authorized capital:
1) _________________________________________________ — _______________
(Name of the participant)

(_________________) rubles.
_____________________________________________________________ undertakes
pay your share in the authorized capital of the Company in the following
order: ________ rubles - until "___" _________ ____ (by the time
state registration of the Company), the remaining ________________ rubles -
up to "__" ________ ____, in accordance with clause 4.5 of this
Agreement;
2) _________________________________________________ — _______________
(Name of the participant)
percent (or as a fraction) with the par value ______________________
(________________) rubles.
_________________________________________________ undertakes to pay
its share in the authorized capital of the Company in the following order: _______________
rubles - until "__" ________ ____ (by the time of the state
registration of the Company), the remaining ______________________ rubles - until
"_____" _______ ____, in accordance with clause 4.5 of this Agreement;
3) _____________________________________________________ — ____________
(name of the legal entity)
percent (or as a fraction) with a par value of _______________________ (_______________) rubles.
___________________________ undertakes to pay for its share in the authorized capital of the Company in the following order: ____________________________________
rubles - until "_____" _______ ____ (by the time of state registration of the Company), the remaining ______________________ rubles - until
"___" __________ _____, in accordance with clause 4.5 of this
Agreement;
4) ____________________________ undertakes to pay for its share in the authorized capital of the Company in the following order: _________________ rubles - before "__" _____ ____. (by the time of state registration of the Company),
the remaining ________________ rubles - until "__" _________ ____, in
in accordance with clause 4.5 of this Agreement.
4.5. Payment for shares in the authorized capital of the Company is made in money (option: securities, other things or property rights or other rights that have a monetary value)<3>.
4.6. At the time of state registration of the Company, its authorized capital must be paid for _____%<4>.
4.7. In case of incomplete payment of the share in the authorized capital of the Company within the period established by clause 4.4 of this Agreement, 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 terms established by Art. 24 of the Federal Law of 08.02.1998 No. 14-FZ "On Limited Liability Companies".
4.8. If the Founder fails to fulfill the obligation to pay for the share in the authorized capital of the Company within the time limits specified in clause 4.4 of this Agreement, he shall pay the Company a penalty in the amount of ___% of the unpaid amount (of the value of the property to be paid in as payment for the share) for every day delays<5>.
4.9. If the Company terminates the right to use the property before the expiration of the period for which such property was transferred to the Company to pay for the share, the Founder who transferred the property is obliged to provide the Company, upon his request, with monetary compensation equal to the payment for the use of the same property on similar conditions in during the remaining period of use of the property. Monetary compensation must be provided in a lump sum within _____ days from the date of the Company's request for its provision. Another procedure for providing monetary compensation may be established by a decision of the General Meeting of Members of the Company. This decision is made by the General Meeting of Members of the Company without taking into account the vote of a member of the Company who transferred to the Company the right to use property to pay for its share, which was terminated early<6>.
4.10. The property transferred by a member of the Company for the use of the Company to pay for his share, in the event of withdrawal or exclusion of such a member from the Company, remains in the use of the Company during the period for which this property was transferred<7>.

5. FORCE MAJEURE

5.1. The Founders are exempt from partial or full fulfillment of obligations under this Agreement if the failure to fulfill was the result of force majeure circumstances that arose after the conclusion of this Agreement as a result of extraordinary events that the Founder could neither foresee nor prevent by reasonable measures. Force majeure events include events that the Founder cannot influence and for the occurrence of which he is not responsible, for example: an earthquake, flood, fire, as well as a strike, government regulations or orders of state bodies.
5.2. The Founder, referring to force majeure circumstances, is obliged to immediately inform other Founders of the occurrence of such circumstances in writing. At the request of other Founders, a certification document must be presented.
5.3. The founder who, due to force majeure circumstances, cannot fulfill the obligations under this Agreement, is obliged to make every effort to compensate for the consequences of non-fulfillment as soon as possible.

6. SETTLEMENT OF DISPUTES

6.1. The founders are obliged to make every effort to resolve through negotiations all disagreements and disputes that may arise in connection with the execution of this Agreement.
6.2. Disputes and disagreements that cannot be resolved through negotiations are resolved in court in accordance with the current legislation of the Russian Federation.

7. CONFIDENTIALITY

7.1. Each of the Founders undertakes not to disclose information recognized as confidential in accordance with the established procedure.
7.2. Transfer of information not subject to disclosure to third parties, publication or other disclosure of such information may be carried out only in the manner established by the General Meeting of Members of the Company.

8. FINAL PROVISIONS

8.1. This Agreement comes into force from the date of its signing by the Founders.
8.2. All changes and additions to this Agreement are drawn up in writing in the manner prescribed by the legislation of the Russian Federation.
8.3. In everything that is not provided for by this Agreement, the Founders are guided by the current legislation of the Russian Federation.
8.4. This Agreement is drawn up in __ copies and is subject to storage by the Company.

SIGNATURES OF FOUNDERS

(signature) (full name)

____________________/____________________
(signature) (full name)

_________________________/_______________
(signature, position) (full name) M.P.

Note:

<1>The firm name of the legal entity is selected taking into account the requirements of Art. Art. 1473 - 1474 of the Civil Code of the Russian Federation.

<2>The size of the authorized capital of the company must be at least ten thousand rubles (paragraph 2 of clause 1 of article 14 of the Federal Law of 08.02.1998 No. 14-FZ "On Limited Liability Companies").

<3>The monetary assessment of the non-monetary contribution to the authorized capital of the business entity must be carried out independent appraiser... Members of a business company are not entitled to determine the monetary value of a non-monetary contribution in an amount exceeding the value of the estimate determined by an independent appraiser (paragraph 2, clause 2, article 66.2 of the Civil Code of the Russian Federation).

<4>Each founder of the company must pay in full his share in the authorized capital of the company within the period determined by the agreement on the foundation of the company or, in the case of the foundation of the company by one person, by the decision on the foundation of the company. The term for such payment cannot exceed four months from the date of state registration of the company. In this case, the share of each founder of the company can be paid at a price not lower than its nominal value (clause 1 of article 16 of the Federal Law of 08.02.1998 No. 14-FZ "On Limited Liability Companies").
In cases where, in accordance with the law, the state registration of a business company is allowed without preliminary payment of three quarters of the authorized capital, the participants in the company bear subsidiary responsibility for its obligations arising before the moment of full payment of the authorized capital (paragraph 2, clause 4 of article 66.2 of the Civil Code of the Russian Federation). Federation).

<5>In accordance with para. 2 p. 3 art. 16 of the Federal Law of 08.02.1998 No. 14-FZ "On Limited Liability Companies" this provision may not be provided for in the agreement on the establishment of the company.

<6>The agreement on the foundation of the company may provide for other methods and other procedure for each member of the Company to provide compensation for the early termination of the right to use the property transferred to the company for use to pay for the share in the authorized capital (paragraph 2, clause 3, article 15 of the Federal Law of 08.02.1998 No. 14-FZ "On Limited Liability Companies").

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

The founding agreement establishes the agreement between the founders of the Limited Liability Company on the establishment of a legal entity, and also defines the main characteristics of the created Company.

The agreement should be prepared in duplicate, numbered and stitched. Only one copy of the Agreement must be submitted to the registering 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 abbreviated if available;
• Location address Executive body(legal address);
• Information about the amount of the authorized capital and the 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 governing bodies of the Company;
• Information on the procedure for the withdrawal of members of their Society;
• Information on the procedure for resolving disputable situations;
• Other information (see sample Agreement of incorporation).

The procedure for concluding an agreement on establishment

The approval of the Agreement on the establishment and the decision to sign it is reflected in the Minutes of the General Meeting of Founders.

All participants of the LLC being created 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 LLC

ESTABLISHMENT AGREEMENT

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 OFFICE FOR THE DISTRICT SOKOL OFMS OF RUSSIA IN THE MOUNTAINS. MOSCOW IN CJSC, date of issue 05.05.2005, subdivision code 770-770, registered at the address: 444444, Moscow, st. Moskovskaya, 45, apt. 35.
• Petrov Petr Petrovich, passport series: 45 10 No. 222222, issued by the PASSPORT DESK of the Department of Internal Affairs of the NORTHERN TUSHINO DISTRICT OF MOSCOW, date of issue 03.03.2003, division code 772-772, registered at the address: 123123, Moscow, st. Victory, 2, bldg. 2, apt. 22.

On the basis of and in accordance with the Civil Code of the Russian Federation, the Federal Law "On Limited Liability Companies" and other legislative acts of the Russian Federation, we concluded an Agreement on the establishment of the Company as follows:

Article 1. ESTABLISHMENT AND STATUS OF THE COMPANY.

1.1. The Company being founded has the rights of a legal entity in accordance with the legislation of the Russian Federation. The company is a legal entity from the moment of its state registration.

1.2. The company acts on the basis of the Articles of Association approved by the founders and registered in the manner prescribed by law. The Charter defines the status of the Company.

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

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

1.5. The location of the Company is 333333, Moscow, Chistoprudny blvd., 20, bldg. 2. The activities of the Company are not limited by any period.

Article 2. SUBJECT AND OBJECTIVES OF THE ACTIVITY.

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

2.2. The services are provided 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 par value of the shares and amounts to 10,000 rubles. 00 kopecks (Ten thousand rubles 00 kopecks).

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

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

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

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

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 Articles of Association of the Company, the unpaid part of the share is transferred to the Company. Such part of the share must be sold by the Company in the manner and within the time frame established by Article 24 of the Law on LLC.

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 in 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 between the Members of the Company on a quarterly, once every six months or once a year.

4.2. Part of the Company's profit intended for distribution among its Members 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 between the Participants and is not entitled to pay the profits to the Participants of the Company:

• Until full payment of the entire authorized capital of the Company;
• Before the payment of the actual value of the share (part of the share) of the Participant of the Company in cases stipulated by the legislation;
• If at the time of making such a decision the Company meets the signs of insolvency (bankruptcy) or if the indicated 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 by law.

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

5.1. The governing bodies of the Company are:

a) The supreme governing body - the General Meeting of the Company's Members;

b) Sole executive body - General Director.

5.2. Information on the composition and competence of the bodies of the Company, the procedure for making decisions by them, including the list of issues on which unanimity is required, is set out in the Charter of the Company.

Article 6. PROCEDURE FOR WITHDRAWAL 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 Society from the Society, as a result of which not a single participant remains in the Society, as well as withdrawal of the only member of the Society from the Society is not allowed.

6.3. In the event that a member of the Company leaves the Company, his share is transferred to the Company. The Company is obliged to pay the member of the Company who has 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 accounting statements Of the Company 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, give him property in kind 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 to 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 occurrence of the corresponding obligation.

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

6.6. The withdrawal of a member of the Society from the Society does not relieve him of the obligation to the Society to make a contribution to the property of the Society, which arose before the application for withdrawal from the Society was submitted.

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 Participants 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 the current legislation.

Article 8. CONFIDICIALITY.

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

Article 9. FORCE MAJEURE.

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 contract 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 of government agencies and any circumstances beyond the reasonable control of the Participants.

9.2. Upon the occurrence of the specified clause 9.1. circumstances, the Participant must immediately inform other Participants in writing about them. 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 its obligations under this Agreement.

9.3. In the cases provided for in clauses 9.1. and 9.2. of this Agreement, the term for the Participant to fulfill its obligations is postponed in proportion to the time during which such circumstances are valid.

9.4. In cases when the specified clause 9.1. of this Agreement, the circumstances and their consequences continue to operate for more than 6 months, or in the event of the occurrence of these circumstances, it becomes clear that they and their consequences will be valid for more than this period. short term should negotiate with the aim of identifying alternative ways of executing this Agreement that are acceptable to them.

Article 10. FINAL CONDITIONS.

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

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

10.3. The Agreement comes into force from the moment it is signed by all the Founders of the Company.

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

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

Article 11. SIGNATURES OF THE PARTIES.

Ivanov Ivan Ivanovich ______________________________________

Petrov Petr Petrovich ______________________________________