The participant's decision about the organization of the form. Registration of LLC: main stages and necessary documents. Registration of the decision of the sole founder of the LLC

The legislation provides for the opening of a new company both by one participant, whether it be an individual or other organization, or by a group of individuals or companies. However, LLC cannot be organized by another company, which is also created by one participant. This means that either a “physicist” or a society created by a group of people can act as a founder in a single person.

How does an LLC start?

Where does the business start? With the decision to start doing it! Therefore, in order to create an LLC, it is necessary to draw up a Decision. If the company is organized by a single participant, then it is necessary to prepare the decision of the founder. If there are several participants, then the document will be called “Decision of the meeting of founders” or “Minutes of the meeting of founders”. Each participant must have agreed and recorded in the minutes the share in the authorized capital, which is mandatory for payment.

We fill out the form of the Decision on the creation of an LLC

It should be noted that there is no form prescribed by law. The decision is drawn up in any form and must contain the information listed below. Consider the option when the founder is one. The following information should be reflected in the standard form of a decision to establish an LLC:

Full name of the founder, his passport details with the place of registration and date of issue.

As the sole founder, he decides on:

  1. Creation of an organization in the form of LLC;
  2. Approval of both full and abbreviated names. Here you need to specify how the name will sound in full expanded form - Society with limited liability"name" and short form LLC "Name";
  3. Approval of the company's address - its legal and postal address. This may be the address of the founder's registration or his permanent residence. The postal address may consist of a PO box number. The main thing is that the organization can really be found at this address, and, of course, that the correspondence reaches. Not only clients will send letters here, but also the tax office. Postal and legal addresses may be the same;
  4. Approval of the authorized capital, its size and share, as well as its value and by what means it will be paid. The authorized capital of an LLC must be at least 10 thousand rubles. When there is only one participant, the share is 100%. This must be specified. According to the law on the creation of an LLC, pay a contribution to authorized capital it is possible not only with money, but also with other property;
  5. Deadlines for making contributions to the Criminal Code. It is necessary to make a share in the authorized capital before the expiration of four months from the date of registration. This is the maximum time allowed by law. The founder can specify specific dates, but not exceeding the specified limit. Here you can also specify information on whether it is possible to pay a share in installments, and by what time each part must be paid.
  6. Approval of the Charter of the organization. Charter - founding document. Together with the Charter and the Decision to establish an LLC, the founder will go to the tax office to register his company. The charter consists of several clauses that duplicate the clauses prescribed in the decision to create. But in addition, the following information should also be present: the rights and obligations of the founders, the procedure for transferring a share or part of a share to other persons, the rules for storing and providing documents to a company member or third parties. Also, there may be other information that does not contradict the law.
  7. On the appointment of a leader. There are two options: either this is the founder himself, and he assigns the duties of the head to himself, or this is a hired person who performs the functions of the head.

In the second option, the head cannot be a founder or have a share in the authorized capital, since there is only one founder, and this was noted in the paragraph above.

Regardless of who will be chosen as the head of the company - whether the founder himself or a hired individual, it is necessary to conclude with the director labor contract in accordance with the labor and civil code. Also, in the Decision it is necessary to indicate the full name and passport details of the person who will borrow leadership position. In addition, you need to decide in advance how the position will sound: Director, General Director, Head, President.

If there are several founders, then all founders are entered in the protocol with indication of passport data, place of registration. The list of items is almost identical, adjusted for several participants.

After listing the full names and passport details, the minutes indicate that they “made a decision about” and then the same points as in the decision of the sole founder. However, in the fourth paragraph, information should be disclosed on the size of the share of each founder and its nominal value.

If questions arise during the preparation of the Decision or Protocol, then the Federal Law “On Limited Liability Companies” contains almost all the detailed information on how to draw it up, and what information needs to be entered and disclosed.

compilation instructions

In this article, you will learn how to write a decision of the sole founder

Create Founder Solution Online

As you know, when creating an LLC, its founders can include individuals and legal entities from 1 to 50. Therefore, a newly opened LLC can have just one single founder. It is his decision, in this case, that will serve as the basis for the creation of an LLC, and will also be a document for the subsequent introduction of various changes to the charter of this enterprise. Among these changes, the most common is a change in the location or name of the company. In addition, changes are made when changing its Criminal Code, the structure of management bodies, etc. The reorganization of an LLC will also begin with the decision of the sole founder (participant).

In addition, there is a specific case established by law, when the sole founder of an LLC is obliged annually, from March to June, to make a decision based on the results of the previous year regarding the distribution of net profit and the approval of the annual report and balance sheet.

If you are going to become the sole founder of an LLC or your already fully functioning enterprise requires amendments to the charter, then you should start all steps to achieve these goals precisely from the execution of the decision of the sole founder (participant). At the legislative level, a specific form is not fixed, and an exhaustive content for the execution of this decision is not established. However, in order to avoid misunderstandings with the tax authorities, certain strict rules should be followed when drawing up a decision, one of which is its structure.

The structure of the decision of the sole founder of the LLC must necessarily contain the following elements: a header, the direct text of the decision, a footer (certification of the decision).

Requirements for the content of the decision of the sole founder of LLC

Let's consider the design of each of the elements of the solution in more detail, using the example of the abstract Rick LLC, which will be opened in Moscow.

1. Hat.

The design of this section is limited to the presence of four lines in it:

  • the word "Decision", located in the middle of the document and written with a capital letter;
  • the text “of the sole founder on the creation of a limited liability company”, while the type of company is written in full, and not using the abbreviation LLC;
  • the name of the company, necessarily enclosed in quotation marks;
  • the date of the decision is on the right side of the document, the place of conclusion is on the left side.

Solution header template:

Solution
sole founder on the creation of a limited liability company
"Rick"
Moscow 17.04.2019

2. Decision.

Since the decision itself is a consequence of various phenomena occurring in the life of an LLC, such as registration, liquidation, amendments to its charter, summing up the results of the year, then, accordingly, the text of the decision will have different options. However, it must contain the required sections:

  • Information about the applicant, which begins with the text "I".
  • Next, information about the sole founder (participant) is entered. But depending on the fact, whether it is an individual or a legal entity, different data will be displayed:
    • For an individual, the sole founder, you should enter your full name, passport details in full, registration address in full with a postal code.
    • At legal entity the name is entered in full, the legal address in full, TIN, OGRN, KPP, as well as information about the head of the organization or other representative by proxy, made in a format similar to the previous paragraph.
  • The enumeration of these data should be completed with the following text: “made a decision” or “I make a decision”, after which a colon should be put.

In this way, introductory part our example with a single founder - individual, Mr. Ivanov will look like this:

I, Ivanov Ivan Ivanovich, passport of a citizen of the Russian Federation 2814 No. 014682 issued by the Department of the Federal Migration Service of Russia for the mountains. Moscow in the Krylatskoye district on August 20, 2012, subdivision code 690-008, registered at the address: 125187, Moscow, st. Festivalnaya, 71, apt. 34, as the sole founder of the Limited Liability Company "Rick" (hereinafter referred to as the "Company") decided:

Prepare founder's decision online

After such an introduction, one should place full list points adopted in the decision, each of which is placed under a separate number from a new line. Each of these items should answer only one question “what to do?”, capitalized and ended with a period.

An example of the text of the decision:

  1. Create Limited Liability Company "Rick".
  2. Approve the full company name in Russian: Limited Liability Company "Rik".
  3. Approve the abbreviated corporate name in Russian: Rick LLC.
  4. Approve the location of the company: 125187, Moscow, st. Festivalnaya, 71, office 304.
  5. Approve the charter of the Limited Liability Company "Rik".
  6. Determine the authorized capital in the amount of 10,000 (ten thousand), pay 100% of the authorized capital in cash within 4 months from the date of registration of the company.
  7. The size and nominal value of the share of the founder of the company Ivanov Ivan Ivanovich in the authorized capital shall be determined in the following order:
    - a share in the amount of 100% of the authorized capital of the company with a nominal value of 10,000 rubles.
  8. Appoint CEO Ivanov Ivan Ivanovich, passport of a citizen of the Russian Federation 2814 No. 014682 issued by the department of the Federal Migration Service of Russia for the mountains. Moscow in the Krylatskoye district on August 20, 2012, subdivision code 690-008, registered at the address: 125187, Moscow, st. Festivalnaya, 71, apt. 34, with a term of office of 5 years (the term must be specified in strict accordance with the charter, no more, no less).

3. Certification of the decision (basement).

If all the items in the list are already listed, then we can assume that the text part of the decision of the sole founder is completed. After it, an indent is made and the following are displayed on a separate line on the left side of the document possible options: "Founder" or "Sole Member" or "Founder's Signature".

Below, also on the left side of the document, the full name of the sole founder should be entered. If it is a legal entity, then the head of the founding organization or a representative acting on the basis of a power of attorney will sign the decision.

Solution certification template:

Founder's signature:
Ivanov Ivan Ivanovich signature

You should definitely know that the decision of the sole founder does not require additional ways of certifying it, including notarial ones. The main thing is that this document should correspond to the above structure, should not have distorted data, corrections and errors. The decision of the sole founder to establish an LLC is attached to the full package of documents and submitted to tax authorities.

The decision to create a legal entity is a document that is drawn up if one founder participates in the creation of a joint-stock company or a limited liability company. How to compose it correctly, we will consider in our article.

What should reflect the decision to create a society?

Everyone has the right and opportunity to open a company to do business. In this case, there are several organizational and legal forms, for example, a limited liability company or a joint-stock company. To do this, it is necessary to collect and submit to the tax office for registration the documents listed in Art. 12 of the law "On state registration of legal entities and individual entrepreneurs" dated 08.08.2001 No. 129-FZ. These are the following documents:

  • application for registration;
  • decision of a member of the company on the creation;
  • charter;
  • receipt confirming the payment of state duty.

What information should be indicated when making a decision to create a legal entity? There is no clear form of the decision, but the law provides for mandatory data that it must reflect (Article 11 of the Law “On Limited Liability Companies” dated February 8, 1998 No. 14-FZ, Article 9 of the Law “On joint-stock companies"of December 26, 1995 No. 208-FZ). This:

  • Date and place of drawing up the decision to establish the company.
  • Full details of the founder (full name, passport details of an individual or name, details of a legal entity).
  • Full and abbreviated name of the created legal entity.
  • Society location.
  • The size and characteristics of the authorized capital.

Read more about the role and size of the authorized capital in the articles:

Results

When registering a company, one of the main documents is the decision to establish it. In it, indicate all the basic data related to your organization: date and place of creation; Name; the size and characteristics of the UK; data relating to the charter of the company; details about the executive body.

I, passport of a citizen of the Russian Federation 00 00 No. 000000, issued on ____________________________ xx.xx.20xx, subdivision code 000-000, registered at the address: index, ________, st. __________, d. ____, apt. ____, as the sole founder of the Limited Liability Company "_________" (hereinafter referred to as the "Company"), decided:

1. Create commercial organization in the form of a Limited Liability Company.

2. Approve Society in Russian: Limited Liability Company "_________________". Approve the abbreviated name of the Company in Russian: LTD "_________________".

3. Approve the following Society: index, ________, st. __________, d. ____, office. _______ .

4. Approve the Company in the amount of the share [in the amount 10 0% authorized capital with a nominal value __________ (amount in words) RUB. The authorized capital is paid in cash.

5. Pay in full to the Company within four months from the date of state registration Society.

6. Approve the Society.

6. Appoint ___________ [position] Society ________________________ [full name], passport of a citizen of the Russian Federation 00 00 No. 000000, issued on ____________________________ xx.xx.20xx, subdivision code 000-000, registered at the address: index, ________, st. __________, d. ____, apt. ____, and conclude an employment contract with him for ____ [term] from the moment of state registration of the Company. On behalf of the Company, the employment contract is signed by its sole founder.

Founder's signature:

[surname and initials of the founder] _______________________

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

Today I want to write an article about one of the documents related to the registration of an LLC and this document is called - “ Decision of the sole founder”.

At the very beginning, I want to immediately clarify the situation: the decision of the sole founder is a document that is prepared when there is only one founder in the organization. IMPORTANT! The decision of the sole founder is not certified by a notary!!!

That is, when preparing documents for registering an LLC, the founder, who is the sole owner of the future organization, prepares exactly the “Decision of the sole founder”, and if there are several founders, then it is necessary to prepare “”.

To do this, it will be necessary to coordinate this issue in advance with tax office because the name you choose may already be in use by another company.

According to the legislation in the territory of one municipality there can not be two organizations with the same name.

In order to find out whether the name you have chosen is used or not, just call the tax office of the city in which the LLC is registered.

Determination of the legal address of LLC

This issue also needs to be thought about in advance. You will have to decide where you will make the legal address of your LLC, either it will be the address of the future landlord, or the place of residence of the director himself.

Approval of the LLC Charter

Authorized capital of LLC

Now we approve the size of the authorized capital and the method of its contribution.

Let me remind you that now 4 months are allotted for the introduction of the authorized capital. The standard capital is considered to be 10,000 rubles.

You can also contribute the authorized capital with property, only for this you need to involve an independent appraiser.

Appointment of a director

Of course, the decision of the sole founder should include a clause on the appointment of a director, let me remind you that an organization cannot work without a director.

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