Tour operator charter sample. Development of constituent documents. Registration of a travel company. Company charter. The procedure for the alienation of shares
The constituent documents of the enterprise include:
- - the charter of the enterprise (when establishing an enterprise of any form of ownership)
- - the memorandum of association (if the founders include two or more persons) or the founder's decision to create an enterprise (if one person acts as the founders)
- - application of the founder or a person authorized by the founders for state registration.
Preparation of constituent documents is the first step in creating a tourism company. The list and content of constituent documents depends on the chosen organizational and legal form of the future enterprise.
The charter is a set of rules that establish the order and organization of the enterprise. This is an important document and should be taken with the utmost care. When developing the charter, it is necessary to proceed from the requirements of legislative acts in force on the territory of Russia, which determine property rights, as well as the rights and obligations of an enterprise in the process of carrying out economic activities.
The charter of a private enterprise must contain the following information:
- - the name of the enterprise, indicating its organizational and legal form, the surname of the owner of the property and the name;
- - information about the founder
- - company address
- - subject, goals and activities
- - the procedure for the formation of property, including the ownership of the property of the enterprise
- - the procedure for distribution of profits and coverage of losses
- - enterprise management and the competence of management bodies
- - conditions for reorganization and liquidation of the enterprise.
In the charter, it is also necessary to discuss the responsibility of the founder for the obligations of the enterprise. On the title page of the charter in the upper right corner, the date of its establishment and the signature of the founder are affixed. If the charter was established by a decision of the meeting of founders, the date of the meeting and the number of the minutes are indicated. Before passing on state registration the charter must be stitched.
Memorandum of Association - a document regulating the conditions and procedure joint activities founders and containing the following information:
- - on the size and composition of the statutory fund;
- - the order of distribution of profits;
- - the size and procedure for changing the shares, stocks or shares of each of the participants in the authorized capital;
- - the amount, composition, timing and procedure for making contributions by participants;
- - on the liability of participants for violation of obligations to make contributions, etc.
The Memorandum of Association is concluded if there are several founders.
When preparing the constituent documents of the organization being created, the question of choosing a name arises.
The name of the company can be anything, and it depends only on the imagination and taste of the founders. However, in order to further the success of the enterprise, it is necessary to take into account a number of principles when choosing the name of the company.
- 1. The invariability of the name. They get used to the name, it just stays in the memory. This makes business contacts easier. When choosing a name, you need to think about its immutability.
- 2. Association with the manufactured products, with their characteristic pleasant features. A well-chosen name contributes to the creation of an original and beautiful logo of an organization, a trademark, etc. However, when choosing a name, the boundaries of the company's activities are outlined rather conditionally, excessive rigidity should be avoided, since the nature of the activity may change in the future.
- 3. Brevity, euphony, aesthetics. The name should be such that, by replacing, adding or removing letters, it could not be transformed into a cacophony of the name. Names are best perceived, consisting of one or two words reflecting the type of activity of the enterprise.
- 4. Uniqueness of the name. If an unfavorable impression arises about one of the firms with the same name, this impression can be transferred to another firm of the same name.
One of the points that must be reflected in the constituent documents is the address of the location of the legal entity to be created. Thus, the founders must determine in advance where the organization to be created will be located.
The solution of issues related to the determination of the location, postal address and place of storage of documents of the created legal entity is a preparatory stage preceding state registration. When choosing the address of the location, one should take into account the list of addresses for which registration has been suspended legal entities, based on the appeal of owners, tenants and balance holders, t. to. the reason for refusal to register an organization may be that the address belongs to this list.
The location of a legal entity is determined by the place of its state registration, unless otherwise specified in the constituent documents of the legal entity (clause 2 of article 54 of the Civil Code of the Russian Federation).
The founding documents (charter) of a legal entity must indicate the specific address of the location (indicating the zip code, street, house and premises) where the governing body of the legal entity is located (the statute specifies which specific governing body is located at the location of the legal entity). person), and the grounds for the placement of this governing body (sale and purchase agreement for premises, certificate of ownership, other property rights, lease agreement, etc.).
That is why the resolution of issues related to the determination of the address of the location, and the preparation of documents confirming it, precede the state registration of a legal entity.
If the location is determined by the place of permanent location of its governing bodies, then in addition to specifying a specific address, it must be indicated which permanent governing body is permanently located at this address and the basis for the location of this body at this address (a contract for the sale and purchase of premises, registered in accordance with the established procedure , certificate of ownership, other property rights, lease agreement, etc.).
Postal address - the address (zip code, city, street, house, premises) at which a legal entity is contacted. Information about the postal address may be contained in the constituent documents.
The residential premises in which the founder (participant or shareholder) or the head (sole executive body) of the legal entity live can be used as the postal address.
During state registration of an enterprise, state registration of changes in constituent documents, written notifications of the postal address must be submitted to the registering authority. Notices are submitted regardless of whether there is a postal address entry in the constituent documents. If a dwelling is specified as the mailing address, the owner or the responsible tenant must be indicated in the written notice. The notice is signed by all adult residents of the apartment. An extract from the house book is attached to the notification. The absence of notifications about the postal address during registration created by establishment and reorganization is the basis for refusal of state registration.
Information on the procedure for storing documents and on the procedure for providing information by the company to members of the company and other persons must be contained in the charter. The charter indicates the specific address of the storage of documents. The absence of such an indication in the charter entails a refusal in state registration. Changing the place of storage of documents entails the need to amend the charter.
After determining the office address, it is necessary to prepare documents for the premises. Such documents can be a preliminary lease agreement, a written confirmation of the owner to lease the premises or sell the premises.
1. General Provisions
1.1. Society with limited liability The NAME, hereinafter referred to as the Company, was established and operates on the basis of this Charter, Civil Code Russian Federation, Federal Law on Limited Liability Companies dated 08.02.1998 N 14-FZ. as well as other applicable laws. The company is considered to be created as a legal entity from the moment of its state registration in accordance with the established procedure.
1.2. The company is a business company, the authorized capital of which is divided into shares. The property liability of the Company and its members is determined in accordance with the rules of Section 3 of this Charter and in accordance with applicable law.
1.3. Full corporate name of the Company in Russian:
Limited Liability Company NAME.
Abbreviated name of the Society in Russian: LLC NAME.
1.4. Location of the legal entity:
Russian Federation, Region, Locality.
1.5. The company was founded for an unlimited period.
1.6. In accordance with this Charter, the members of the Company may include individuals and organizations, including enterprises with the participation of foreign legal entities and citizens, as well as foreign legal entities and citizens, recognizing the provisions of this Charter, who have paid for their shares in its authorized capital.
1.7. The Company has full economic independence, separate property, has an independent balance sheet, settlement and other, including foreign currency, bank accounts in Russia and abroad, on its own behalf independently acts as a participant in civil transactions, acquires and exercises property and personal non-property rights, bears responsibilities, can act as a plaintiff and a defendant in the judicial authorities.
1.8. In the manner prescribed by law, the Company has the right to create organizations with the rights of a legal entity or participate in their creation.
1.9. The company may have representative offices and branches in Russia and abroad, as well as participate in the capital of other legal entities. In the event of the establishment of branches and representative offices of the Company, this Charter shall be amended to reflect information on the respective branches and representative offices.
1.10. To ensure its activities, the Company has a round seal with its name, letterheads, may have a trademark, service mark, registered in accordance with the established procedure, other details with symbols.
2. Legal capacity of the Company. Subject and objectives of the activity
2.1. Society is commercial organization, pursuing as the main goal of its entrepreneurial activity making a profit.
2.2. Society has general civil legal capacity, civil rights and civil obligations.
2.3. The company has the right to carry out types economic activity that correspond to its goals and objectives, and do not contradict the legislation.
2.4. The implementation of activities classified as licensed by law is preceded by the receipt by the Company of the corresponding license (licenses) in the manner prescribed by law.
If the conditions for granting a special permit (license) to carry out a certain type of activity stipulate the requirement to carry out such an activity as an exclusive one, then the Company shall be entitled to carry out only the types of activity provided for by the license and related activities during the validity period of the license.
2.5. The company is obliged to comply with applicable law, correctly and promptly make obligatory payments to the budget and extra-budgetary funds,
Full version of the Charter of LLC 2015 download
LLC Charter: features of the document and its sample
Since July 2009, a law has been in effect in our country, according to which the Charter of LLC is recognized as the only constituent document of a Limited Liability Company. What is it, what is the Charter for and what points should you pay attention to when developing it? We understand this difficult issue.
What is an LLC charter and what is it for?
The organization's charter is a constituent document, the provisions of which govern all activities of your company. It is necessary not only for the registration of an LLC. but also to determine the rules of the relationship between the participants of the LLC. This document is developed during the establishment of the Company, before the founders sign another document - the constituent agreement (today it is not one of the constituent documents, but is required for the LLC registration procedure). On the basis of the Charter, not only the registration of the Company takes place, but also changes are made to the registration documents (this may be required when changing the founder, CEO, chief accountant, size authorized capital etc.).
Development of the organization's charter
Considering that the Charter clearly prescribes all the relationships between the members of the Society, its development must be taken seriously and entrusted with the creation of this important document an experienced lawyer who is well versed in the twists and turns of our legislation. He will be able to prepare required document on a high quality high level and in short time... But, of course, the work of such a specialist will require significant financial costs, because "manual" work on the development of the charter is not so cheap. But you can still save money. This will make a ready-made document template.
In order not to develop the Charter anew, you can simply take a sample of the charter of an enterprise that has already been registered, and by making necessary changes, according to the specifics of your business, create your own Charter based on it. This is the easiest and most affordable way to solve the problem of developing a constituent document. Now on many resources, including ours, you can find a template of the charter of an LLC. the main thing is to use as a sample a template of a new sample, which is compiled taking into account all the requirements of the current legislation.
As for the content of the document, it includes several important aspects... Let's start with the fact that today the Charter does not require entering information about the LLC participants, as well as information on the size of the shares of each participant in the authorized capital of the Company. This greatly simplifies the procedure for changing information about an LLC in the event of a change of participants (previously, in this case, changes had to be made to the Charter as well). As for the content of the document itself, then it is worth paying close attention to the fact that:
Registration of the Charter
It is not difficult to find a sample of the LLC Charter today. But do not forget that the finished document must be correctly drawn up. The revised and finished Charter is stitched, its pages are numbered starting from the second (the title page goes without a number, and the second page is numbered with the number “2”). On the back of the last page, a special sealing sheet is pasted, which indicates the number of laced and numbered pages, the surname, initials and signature of the applicant, as well as the seal of the organization (it is only needed to amend the Charter, and there cannot be a seal during the initial registration).
Experts recommend issuing not one, but two copies of the originals of the Charter, since some state bodies require exactly two original documents. In addition, it is worth immediately making several copies of the Charter, which are drawn up like the original (stitched, numbered, sealed). In this case, photocopies must be removed from all pages of the document (including the title page), but neither the signature of the manager nor the seal is put on the sealing sheet.
LLC with one founder
You can download a sample LLC charter with one founder here.
The indication in the Charter of some data depends on the number of founders. So, for example, the Charter of an LLC with one founder has its own characteristics that relate to the address of the enterprise. Such a Company can be registered at the home address of the General Director and indicated in the Articles of Association as the address of the LLC. And the term of office of the head (general director) in such a Charter is determined, as a rule, indefinitely. It should be noted that the sole founder of an LLC can be both an individual and a legal entity, which, in turn, can have several participants. This is not against the law. But, another Company, which also has one founder, can NOT be the only founder of the LLC.
LLC with two (or more) founders
You can download a sample of the charter of an LLC with two (or more) founders here. If an LLC has two or more founders, then the Charter must clearly define the procedure for interaction between them. Of course, first of all, it concerns financial issues... For example, it is worth pointing out whether there is a possibility of free withdrawal of members from the Society and predetermining a mechanism for protecting and alienating the shares of former founders. In addition, it is imperative to indicate the possibility of participants exercising their preemptive right to buy out shares from other participants if they wish to sell their part of the business. Here you can also specify the pricing criteria for the alienated share (for example, from the value of net assets or at a nominal price).
You can also provide for the possibility of alienating the share of the participant to third parties (this applies to inheritance or donation). But, the most important thing is to determine the procedure, as well as the timing of payment to the former participant of the cost of the alienated share. An example of the Charter of an LLC, where all these are spelled out important points, can be downloaded from the link.
Charter changes
Although, according to the current legislation, information about the founders is not entered into the LLC Charter, there are situations when it is nevertheless necessary to amend the document. Such situations include a change in the name of a legal entity. address or change in the size of the authorized capital of the Company. Changes can be made by the decision of the participant (if it is an LLC with a single founder) or by the decision of the general meeting.
After the decision to make changes has been made, they (changes) must be registered in the appropriate government bodies... Only then will they take effect and be considered valid.
How to register the Articles of Association of an LLC or amendments to the Articles of Association?
According to the law of our country, the registration of the Charter of an LLC (and changes) is carried out by the inspection of the Federal Tax Service of Russia at the location of the legal entity (or at the place of residence of the General Director - if the home address is indicated in the Charter of an LLC with one founder). Before submitting documents for registration, you must pay a state fee. The registration authority requires the applicant to:
If you want to register changes in the Charter, then you need to submit to the registering authority: an application for amendments in the form of the Federal Tax Service:
When submitting documents for registration of the Charter, you should carefully and accurately fill in all the fields in the application and pay attention to the fact that the state fee is paid on behalf of the applicant.
Note:
Taxation when trading with foreign countries or How to calculate VAT
The calculation and payment of VAT for export and import has its own characteristics. Enterprises engaged in the import-export of goods from the territory of Russia have many questions about paying VAT at customs and tax deductions.
LLC Charter (download a standard sample LLC charter) for 2015
When establishing a company in the form of LLC (open joint stock company), the fundamental document is the charter of the LLC.
The charter of an LLC is a constituent document that determines the procedure, as well as the conditions for the operation of the enterprise. The charter of an LLC contains all information about the organizational and legal form of the enterprise, its name, physical location, the amount of the authorized capital, the composition of the founders.
In addition, it provides information on the procedure for the formation and compensation of its management and control bodies.
The charter of an LLC mentions the conditions and procedure for the division of profits between the founders of the company. The procedure for reorganization and liquidation of the company has been established.
In two thousand and eight, on December 30, Federal Law-312 "On Amendments to Part One of the Civil Code of the Russian Federation (Civil Code of the Russian Federation) and Certain Legislative Acts of the Russian Federation" came into force.
According to this law, it was necessary to introduce the necessary amendments to the previously created documents. And the deadline for the change was set - January 1, two thousand and ten. The essence of the mandatory re-registration of an LLC is that the charter must be redone in accordance with the new rules.
The main changes that were made to the new charter of the LLC:
1. The constituent agreement is excluded from the list of constituent documents of the LLC. It is now possible to amend the charter of a limited liability company by voting. If the majority of participants support this change, then it will take effect. Moreover, the majority of participants are at least two-thirds of the founders.
The only limitation in this case is the greater number of votes, which should be stated in the charter itself.
2. The charter of the LLC will no longer contain information about the names of the founders and the size of their shares. This will reduce the re-registration of the organization if the composition of the founders is changed (someone leaves the LLC or vice versa, a new founder appears). And also in the case of the sale or purchase of a share of ownership in an LLC.
Data: surname, name, patronymic of the founders, as well as their share will henceforth be in a new document - the list of LLC participants.
3. Now any purchase, sale of the share of the owner of the LLC or its transfer to another person must be certified by a notary. If this condition is not met, then the sale, purchase or transfer is considered invalid and has no legal effect.
4. In order to protect creditors as much as possible, a restriction was imposed on the withdrawal of members of the company from the LLC, if, as a result, none of the founders remains in the company. If the company consists of one founder, then he also has no right to leave the LLC. In order to protect the remaining members of the LLC, the participant's right to withdraw from the LLC is limited. This is allowed only if such a possibility is provided for in the charter.
5. After making changes to the charter of an LLC, it is possible to directly prescribe in the charter a specific amount, thanks to which the participants of the LLC will be able to exercise their preemptive right to purchase a share or part of a share alienated by another participant in the company.
6. Amendments were made regarding payment of the authorized capital of the company in case of its increase. A number of rules have been formulated more precisely, which regulate the execution of large transactions within the LLC and "outside its walls".
The charter of an LLC contains the following, main sections:
In the upper right corner, you can download the new LLC Articles of Association 2013. The document, as an example, presents the charter of an LLC with one founder and the charter of an LLC with two founders (the differences are marked in red).
Only the applicant signs the Charter of LLC 2011!
Charter LLC sample
edition 03.02.2015
Currently, only the Charter of an LLC refers to the constituent documents. Sample of the Articles of Association of LLC. below is compiled in full compliance with the current legislation. However, if your time is more important to you, then please contact us. Complement given sample of the charter of the LLC with their activities, select the name of the LLC, address. Other provisions of the charter of an LLC must comply with the Civil Code of the Russian Federation, the Law on Limited Liability Companies, Federal Law 312-FZ of 12/30/2008.
You must also define the founding points in the bylaws based on the relevant articles of the LLC law.
The important ones are the following:
Indicate in the Charter of the LLC the term of office of the General Director.
Also indicate in the charter of the LLC the procedure for accepting and withdrawing from the membership.
Below is a sample of the charter of an LLC in general view, this option is suitable for those who have already dealt with drafting statutes for legal entities and are looking for a basic option. If you are just registering a company and you need an individual charter with all the changes and amendments of 2019, we recommend that you create it in our service:
If one founder:
APPROVED
decision No. 1 of the sole founder
from xx____________ 202x
If there are several founders:
APPROVED
by the decision of the general meeting of participants
Limited Liability Company "_____________________"
Minutes No. 1 dated xx____________ 202x
U S T A V
Limited liability companies
«_____________________»
Moscow city
2019 year
1. NAME, LOCATION AND DURATION OF THE COMPANY
1.1. This Charter determines the procedure for organizing and operating a commercial organization - Limited Liability Company "_____________________", hereinafter referred to as the "Company", created in accordance with the current legislation of the Russian Federation, including Federal Law No. 14-FZ dated 08.02.1998 "On limited liability companies "(hereinafter - the" Law ").
1.2. Company name:
Full corporate name of the Company in Russian - Limited Liability Company "_____________________".
The abbreviated name of the Company in Russian is LLC ________________.
1.3. The location of the Company is determined by the place of its state registration. The company is registered at the address: zip code, _____________________, st. __________, d. ____, office. _______.
1.4. The Company is a non-public commercial corporate organization.
1.5. The company was created for an unlimited period of time.
2. MEMBERS OF THE COMPANY
2.1. Member of the Company - a person who owns a share in its authorized capital.
2.2. Members of the Company can be any individuals and legal entities who, in accordance with the procedure established by the legislation of the Russian Federation and this Charter, have acquired a share in the authorized capital of the Company, with the exception of those persons for whom the legislation of the Russian Federation establishes a restriction or prohibition on participation in business companies.
2.3. The number of members of the Society should not be more than fifty. If the number of participants exceeds the established limit, the Company is subject to transformation into Joint-Stock Company within one year.
2.4. The Company shall ensure, in accordance with the requirements of the Law, the maintenance and storage of a list of members of the Company indicating information about each member of the Company, the amount of his share in the authorized capital of the Company and its payment, as well as the size of the shares owned by the Company, the dates of their transfer to the Company or acquisition by the Company.
3. OBJECTIVES AND TYPES OF ACTIVITIES OF THE COMPANY
3.1. The purpose of the Society's activities is to achieve maximum economic efficiency and profitability, the most complete and high-quality satisfaction of the needs of individuals and legal entities in the products manufactured by the Company, works and services performed.
3.2. The main activities of the Company are:
- type of activity according to OKVED without a code;
- etc.
3.3. The Company has the right to carry out any other types of activities not prohibited by the legislation of the Russian Federation.
3.4. Separate types activities, the list of which is determined federal laws RF, the Company can be engaged only on the basis of a special permit.
4. LEGAL STATUS OF THE COMPANY
4.1. The company is considered to be created as a legal entity from the moment of its state registration.
4.2. 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.
The Society may have civil rights and bear civil obligations necessary to carry out any types of activities not prohibited by federal laws, if this does not contradict the subject matter and goals of the Society's activities.
4.3. The company is responsible for its obligations with all property belonging to it.
4.4. The company is not responsible for the obligations of the state and its bodies, as well as for the obligations of its members. The state and its bodies are not responsible for the obligations of the Company. 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 paid and unpaid portions of their shares in the authorized capital of the Company.
4.5. The company can independently create or participate in the establishment of newly created legal entities, including with the participation of foreign legal entities and individuals, as well as create its branches and open representative offices, both in Russia and abroad.
4.6. Subsidiaries and dependent business entities are legal entities and are not liable for the obligations of the Company, and the Company is not responsible for the obligations of such companies, except for cases stipulated by the legislation of the Russian Federation.
4.7. The working language of the Society is Russian. All documents related to the activities of the Society are drawn up in the working language.
4.8. The company has a round seal, stamps and letterheads with its name. The company may have a trademark, as well as a corporate logo and other means of individualization.
4.9. Society has its own balance sheet. The Company has the right to open bank accounts on the territory of the Russian Federation and abroad.
5. BRANCHES AND REPRESENTATIVE OFFICES OF THE COMPANY
5.1. Branches and representative offices of the Company act on behalf of the Company on the basis of the Regulations on them ,
are not legal entities, are endowed with property at the expense of the Company's own property.
The Company is liable for obligations related to the activities of the branches and representative offices of the Company.
5.2. The decision on the creation of branches and representative offices and their liquidation, the approval of the Regulations on them, as well as the introduction of relevant amendments to this Charter, are made by the General Meeting of the Company's participants in accordance with the legislation of the Russian Federation and the country of establishment of the branches and representative offices.
The head of a branch or representative office of the Company is appointed by the Sole executive body of the Company and acts on the basis of a power of attorney issued by the Company.
5.3. Information about the branches and representative offices of the Company: none.
6. AUTHORIZED CAPITAL OF THE COMPANY
6.1. The authorized capital of the Company determines the minimum size of the property of the Company that guarantees the interests of its creditors and consists of the par value of the shares of the members of the Company.
6.2. The authorized capital of the Company is __________ (amount in words) rubles.
6.3. The company can increase or decrease the size of the authorized capital. The change in the size of the authorized capital is carried out by decision General meeting participants. The decision to change the size of the authorized capital of the Company comes into force after the relevant amendments are made to this Charter and their state registration in the manner prescribed by law.
6.4. An increase in the authorized capital of the Company is allowed only after its full payment.
The increase in the charter 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 to the charter capital, and (or) at the expense of contributions to the charter capital of third parties accepted as members of the Company.
The procedure for increasing the authorized capital is determined by the Law.
6.5. In the event of an increase in the authorized capital, participants can contribute money, securities, other things or property rights, or other rights that have a monetary value as payment for shares.
6.6. The company has the right, and in the cases provided for by the Law, is obliged to reduce its charter capital.
A decrease in the authorized capital can be carried out by reducing the par value of the shares of all participants in the authorized capital of the Company and (or) canceling the shares belonging to the Company.
The procedure for reducing the authorized capital is determined by the Law.
7. RIGHTS AND OBLIGATIONS OF THE PARTICIPANTS. SHARE TRANSFER IN THE AUTHORIZED CAPITAL. WITHDRAWAL OF THE PARTICIPANT FROM THE SOCIETY
7.1. Members of the Society have the right:
- participate in managing the affairs of the Company in the manner prescribed by the Law and this Charter, including attending the General Meeting of Members of the Company, making proposals to include additional issues in the agenda of the General Meeting of Members of the Company, taking part in the discussion of agenda items and voting upon adoption decisions;
- receive information about the activities of the Company and get acquainted with its accounting books and other documentation in the manner determined by this Charter;
- take part in the distribution of profits;
- sell or otherwise alienate their shares or parts of shares in the authorized capital of the Company to one or several members of the Company or another person in the manner prescribed by the Law and this Charter;
- to acquire a share (part of a share) of another member of the Company at the price of an offer to a third party in proportion to the size of their shares in the manner prescribed by the Law and this Charter (pre-emptive right to purchase);
- to pledge their shares or parts of shares in the authorized capital of the Company to another member of the Company or, with the consent of the General Meeting of Members of the Company, to a third party. The decision of the General Meeting of Members of the Company to give consent to the pledge of a share or part of a share in the authorized capital of the Company owned by a member of the Company shall be adopted by a majority vote of all members of the Company. The votes of a member of the Company who intends to pledge his share or a part of the share are not taken into account when determining the voting results;
- to leave the Company by alienating his shares to the Company or to demand the acquisition by the Company of a share in the cases provided for by the Law;
- in case of liquidation of the Company, receive a part of the property remaining after settlements with creditors, or its value in accordance with the size of their shares in the authorized capital of the Company.
Participants also have other rights provided for by the Law and this Charter.
7.2. In addition to those specified in clause 7.1. of this Charter of rights, the participant (members) of the Company may be granted additional rights by making appropriate amendments to this section of the Charter.
Additional rights granted to a certain member of the Company in the event of alienation of his share or part of the share to the acquirer do not pass to the acquirer.
A member of the Company who has been granted additional rights may refuse to exercise the additional rights belonging to him by sending a written notification of this to the Company. From the moment the Company receives this notification, the additional rights of a member of the Company are terminated.
7.3. Members of the Society are obliged to:
- to pay for the shares in the authorized capital of the Company in the manner, in the amount and within the terms provided for by the Law and the agreement on the establishment of the Company;
- make contributions to the property of the Company by decision of the General Meeting of Members of the Company;
- not to disclose information about the activities of the Company, in respect of which there is a requirement to ensure its confidentiality;
Obtain the consent of the rest of the members of the Company to alienate their shares or parts of shares to third parties in a different way than sale;
Obtain the consent of the General Meeting of Members to transfer their shares or parts of shares as collateral to other members of the Company or third parties;
- promptly inform the Company about changes in information about their name or name, place of residence or location, as well as information about their shares in the authorized capital of the Company. In the event that a member of the Company fails to provide information on the change in information about himself, the Company shall not be liable for any losses caused in connection with this.
Participants also bear other obligations stipulated by the Law.
7.4. In addition to those specified in clause 7.3. of this Charter of duties, the participant (participants) may be assigned additional responsibilities by making appropriate amendments to this section of the Charter.
Additional obligations imposed on a certain member of the Company, in the event of the alienation of his share or part of the share to the acquirer, do not pass to the acquirer.
7.5. Members of the Company enjoy the pre-emptive right to purchase a share or a part of a share of a member of the Company at the price of the offer to a third party in proportion to the size of their shares.
If the members of the Company have not used their preemptive right to purchase a share or a part of the share of a member of the Company, the Company has the preemptive right to purchase it at the price of the offer to a third party.
7.6. A member of the Company intending to sell his share or part of a share in the authorized capital of the Company to a third party must notify writing about this, the rest of the members of the Company and the Company itself by sending through the Company at its own expense a notarized offer addressed to these persons and containing an indication of the price and other terms of sale. An offer for the sale of a share or part of a share in the authorized capital of the Company shall be deemed received by all members of the Company at the time of its receipt by the Company. At the same time, it can be accepted by a person who is a member of the Company at the time of acceptance, as well as by the Company in the cases provided for by this Charter and the Law. An offer is considered not received if, no later than the day of its receipt by the Company, the members of the Company received a notice of its withdrawal. The revocation of an offer to sell a share or part of a share after its receipt by the Company is allowed only with the consent of all members of the Company.
Members of the Company have the right to exercise their pre-emptive right to purchase a share or part of a share in the authorized capital of the Company within 30 (thirty) days from the date of receipt of the offer by the Company.
The decision on the acquisition by the Company of a share or a part of a share not acquired by the members of the Company is made by the sole executive body of the Company. The sole executive body of the Company must make a decision on the acquisition no later than 10 (ten) days from the expiration of a thirty-day period from the date of receipt of the offer by the Company.
The pre-emptive right to purchase a share or a part of a share in the authorized capital of the Company from the participants and from the Company is terminated on the day:
- submission of a statement of refusal to use this preemptive right drawn up in the form and procedure provided for by the Law;
- expiration of the term for the use of this preemptive right.
7.7. If, within forty days from the date of receipt of the offer by the Company, the members of the Company or the Company do not use the preemptive right to purchase a share or part of a share in the authorized capital of the Company offered for sale, including those resulting from refusal of certain members of the Company and the Company from the preemptive right to purchase shares or part of a share in the authorized capital of the Company, the remaining share or part of a share can be sold to a third party at a price that is not lower than the price set in the offer, and on the terms that were communicated to the Company and its participants.
7.8. The assignment of the preemptive right to purchase a share or part of a share in the authorized capital of the Company by the participants or the Company is not allowed.
7.9. The assignment of a share or part of a share in the authorized capital of the Company must be made in the form and procedure established by the Law.
7.10. The Company, in the manner prescribed by the Law, must be notified of the assignment of a share or part of a share in the authorized capital of the Company.
7.11. Except for the cases specified in clause 7 of Art. 23 of the Federal Law “On Limited Liability Companies”, a share or part of a share in the authorized capital of the Company is transferred to its acquirer from the moment the corresponding changes are made to the unified state register of legal entities. Entry into the unified state register of legal entities on the transfer of a share or part of a share in the authorized capital of the Company in cases that do not require notarization of a transaction aimed at alienating a share or part of a share in the authorized capital of the Company is carried out on the basis of documents of title.
The acquirer of a share or a part of a share in the authorized capital of the Company shall transfer all the rights and obligations of a member of the Company that arose before the transaction aimed at alienating the specified share or part of a share in the authorized capital of the Company, or before another reason for its transfer arises, with the exception of additional rights granted this member of the Society, and the responsibilities assigned to him.
A member of the Company who has alienated his share or part of a share in the authorized capital of the Company bears the obligation to the Company to make a contribution to the property that arose before the transaction aimed at alienating the specified share or part of a share in the authorized capital of the Company, jointly and severally with its acquirer.
7.12. When withdrawal of a member from the Society his share is transferred to the Company from the date of receipt by the Company of the participant's application for withdrawal from the Company. The Company is obliged, within 6 (six) months, to pay the participant who 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.
The withdrawal of a member from the Company does not relieve him of the obligation to the Company to make a contribution to the property of the Company, which arose before the application for withdrawal from the Company was submitted.
7.13. If the Company acquires a share of a participant (its part), it is obliged to sell it to other participants or third parties within a period not exceeding one year in the manner prescribed by the Law. During this period, the distribution of profits, as well as the adoption of decisions by the General Meeting, is made without taking into account the share acquired by the Company. If during the year the Company has not sold its share, it is obliged to reduce the authorized capital by an amount equal to the par value of such share.
8. DISTRIBUTION OF PROFIT. FUNDS OF THE COMPANY
8.1. The company has the right once a year [quarterly, six months] make a decision on the distribution of net profit (its part) among the members of the Company. Such a decision is made by the General Meeting of Members of the Society.
8.2. 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.
8.3. In the cases stipulated by the Law, the Company is not entitled to make a decision on the distribution of profits between the participants and pay out the profit, the decision on the distribution of which has been made.
8.4. By decision of the General Meeting of Members, the Company may create a reserve and other funds at the expense of the Company's net profit. The procedure for creating, the size, purposes for which the funds of such funds can be spent, the procedure for spending the funds of the funds are determined by the decision on their creation.
9. MANAGEMENT BODIES OF THE COMPANY
9.1. The governing bodies of the Company are:
- General meeting of participants;
- the sole executive body of the Company - General director [Director, President].
10. GENERAL MEETING OF PARTICIPANTS
10.1. Supreme body management of the Society is the General Meeting of its members.
10.2. The exclusive competence of the General Meeting of Members of the Company includes:
10.2.1. determination of the main directions of the Company's activity;
10.2.2. making a decision on participation in associations and other unions of commercial organizations;
10.2.3. changes in this Charter, including changes in the size of the authorized capital of the Company;
10.2.4. election / appointment of the sole executive body Society and early termination of its powers;
10.2.5. determination of the amount of remuneration and monetary compensation to the sole executive body of the Company, members of the collegial executive body of the Company;
10.2.6. approval of annual reports and annual balance sheets;
10.2.7. making a decision on the distribution of net profit, including among the members of the Company;
10.2.8. approval or adoption of documents regulating the organization of the Company's activities (internal documents of the Company);
10.2.9. decision-making on the placement of bonds and other equity securities by the Company, as well as approval of the terms of their placement;
10.2.10. purchase of bonds and other securities placed by the Company;
10.2.11. appointment of an audit, approval of the auditor and determination of the amount of payment for his services;
10.2.12. making a decision on the reorganization or liquidation of the Company;
10.2.13. appointment liquidation commission and approval of liquidation balance sheets;
10.2.14. making a decision on the conclusion by the Company of a major transaction related to the acquisition, alienation or the possibility of alienation by the Company, directly or indirectly, of property, the value of which is at least 25% of the value of the property of the Company, determined on the basis of financial statements for the last reporting period;
10.2.15. making a decision on the conclusion by the Company of a transaction in the conclusion of which the members of the Company have an interest;
10.2.16. decision-making on the establishment of branches and the opening of representative offices of the Company;
10.2.17. making a decision on granting, terminating and limiting additional rights of members of the Company and on imposing, changing and terminating additional obligations of members of the Company;
10.2.18. making a decision on limiting and changing the maximum size of the share of a member of the Company and on limiting the possibility of changing the ratio of shares of members of the Company;
10.2.19. approval of the monetary value of non-monetary contributions to the charter capital of the Company made by members of the Company and accepted by the Company by third parties;
10.2.20. making a decision on making contributions to the property of the Company;
10.2.21. approval of the budget of income and expenses for the current activities of the Company;
10.2.22. making a decision on the participation of the Company in the creation of legal entities;
10.2.23. approval of transactions related to the acquisition, disposal and the possibility of disposal of shares, stakes in the authorized capital of other legal entities;
10.2.24. making decisions on the use of the rights granted by the shares owned by the Company, shares, stakes in the authorized capital of other legal entities, including, but not limited to:
- determination of a representative for participation in general meetings of participants / shareholders of other companies where the Company is a participant / shareholder, making proposals to the agenda of these general meetings, identifying candidates for the governing bodies of such companies;
- making decisions on issues related to the competence of general meetings of participants / shareholders of companies in which the Company is the only participant / shareholder;
10.2.25. approval of transactions related to the acquisition, alienation and the possibility of alienation of real estate by the Company, regardless of the amount of the transaction;
10.2.26. approval of transactions for the receipt by the Company of real estate for lease or for other fixed-term or unlimited use for a period of more than 1 (one) year, regardless of the amount of the transaction;
10.2.27. approval of transactions on the transfer of real estate by the Company to lease or for other fixed or termless use of immovable property for a period of more than 1 (one) year, regardless of the amount of the transaction;
10.2.28. approval of transactions related to the acquisition, alienation or the possibility of alienation, obtaining for use of intellectual property (trademarks, inventions, utility models, industrial designs, "know-how"), regardless of the amount of the transaction;
10.2.29. approval of transactions related to the issuance of guarantees by the Company, regardless of the amount of the transaction;
10.2.30. making a decision on the completion of a bill transaction by the Company, including the issuance by the Company of promissory notes and bills of exchange, the production of endorsements, avals, payments on them, regardless of their amount;
10.2.31. making a decision on going to court with an application for declaring the Company bankrupt;
10.2.32. solution of other issues stipulated by the Law and this Charter.
10.3. Issues attributed by the Law to the exclusive competence of the General Meeting of Members of the Company cannot be delegated to them for decision by the sole executive body of the Company.
10.4. Other issues may also be referred to the competence of the General Meeting of Participants, provided that appropriate changes are made to this section of the Charter.
10.5. The general meeting of participants can be regular or extraordinary.
10.6. The regular General Meeting of Participants is held once a year. [twice a year, quarterly]... It should resolve the issues specified in clause 10.2.7. of this Charter, as well as other issues related to the competence of the General Meeting of Participants may be resolved.
The next General Meeting is convened by the sole executive body of the Company.
10.7. An extraordinary General Meeting of Members of the Company is convened by the sole executive body of the Company on his initiative, at the request of the auditor, as well as members of the Company holding in aggregate at least one tenth of the total number of votes of the members of the Company.
The sole executive body of the Company is obliged, within 5 days from the date of receipt of the request for an extraordinary General Meeting of Members of the Company to consider this requirement and make a decision to hold an extraordinary General Meeting of Members of the Company or, in cases stipulated by the Law, to refuse to hold it.
If a decision is made to hold an extraordinary General Meeting of Members of the Company, the said General Meeting must be held no later than 45 days from the date of receipt of the request for its holding.
If, within the above period, no decision has been made to hold an extraordinary General Meeting of Participants
Of the Society or a decision has been made to refuse to hold it on grounds not provided for in the Law, an extraordinary General Meeting of the Society's members may be convened by the bodies or persons requiring it.
10.8. The general meeting of members of the Company can be held in the form of joint attendance (meeting) or absentee voting (by poll) in accordance with the Law.
10.9. The convocation of the General Meeting of Participants is carried out in accordance with the requirements of the Law.
10.10. Notification of the General Meeting of Members of the Company shall be sent to the participants by mailing it by registered mail.
10.11. The following terms are established for the convocation of the General Meeting of Participants:
10.11.1. the term of notification of each member of the Company about the convocation of the General Meeting of Members - no later than 15 days before its holding;
10.11.2. the deadline for submitting proposals by the Company's participants to include additional issues in the agenda of the General Meeting of Participants - no later than 10 days prior to its holding;
10.11.3. the term for notification of each member of the Company about the changes made to the agenda of the General Meeting of Members is no later than 7 days prior to its holding.
10.12. Information and materials to be provided to the participants in the preparation of the General Meeting of Participants must be available to all members of the Company and persons participating in the meeting for familiarization at the premises of the sole executive body of the Company within 15 days prior to the General Meeting of Participants of the Company.
10.13. In the event of violation of the procedure for convening a General Meeting of Members of the Company established by the Law and this Charter, such General Meeting shall be deemed competent if all members of the Company are present at it.
10.14. The procedure for holding the General Meeting of Participants is determined by the Law and this Charter.
10.15. Before the opening of the General Meeting of Members of the Company, the registration of the arrived members of the Company is carried out.
Members of the Society have the right to participate in the General Meeting personally or through their representatives. Representatives of the members of the Society must present documents confirming their proper authority. A power of attorney issued to a representative of a member of the Company must contain information about the representative and the representative (name or title, place of residence or location, passport data), be drawn up in accordance with the requirements of the Civil Code of the Russian Federation or notarized.
A non-registered member of the Company (a representative of a member of the Company) is not entitled to take part in voting.
10.16. The General Meeting of Members of the Company shall open at the time specified in the notice of the General Meeting of Members of the Company or, if all members of the Company are already registered, earlier.
10.17. The sole executive body opens the General Meeting of Members of the Society and conducts elections for the person presiding over the General Meeting from among the members of the Society.
When electing the Chairman of the General Meeting of Members of the Company, each of the participants in the meeting has a number of votes proportional to his share in the authorized capital of the Company.
The functions of the Secretary of the General Meeting are performed by the sole executive body or another person elected by the General Meeting.
10.18. The sole executive body of the Company organizes the keeping of the minutes of the General Meeting of Members.
The minutes of the General Meeting of Participants shall be signed by the Chairman and the Secretary of the General Meeting of Participants.
Not later than ten days after drawing up the minutes of the General Meeting of Members of the Company, the Secretary of the General Meeting of Members shall send a copy of the minutes of the General Meeting of Members of the Company to all members of the Company in the manner prescribed for the notification of the General Meeting of Members of the Company.
10.19. The adoption by the General Meeting of the Company of the decision, as well as the composition of the participants present at the General Meeting, are confirmed by the signing of the minutes of the General Meeting by all participants who attended the General Meeting. Notarization of these facts is not required.
10.20. Not later than ten days after drawing up the minutes of the General Meeting of Members of the Company, the Secretary of the General Meeting of Members shall send a copy of the minutes of the General Meeting of Members of the Company to all members of the Company in the manner prescribed for the notification of the General Meeting of Members of the Company.
10.21. The General Meeting of Members of the Company is entitled to make decisions only on the agenda items communicated to the members of the Company, unless all members of the Company participate in this General Meeting.
10.22. Each member of the Company has a number of votes at the General Meeting of Members, proportional to his share in the authorized capital, except for the cases established by the Law and this Charter.
Unpaid shares do not participate in the voting. If a decision is made to conclude a transaction in relation to which there is an interest, the votes of the participants interested in its completion are not taken into account. The votes of a participant intending to pledge his share in the authorized capital are not taken into account when voting on the issue of the Company's giving consent to pledge his share.
A person performing the functions of the sole executive body, who is not a member of the Company, may participate in the General Meeting of Members with an advisory vote.
10.23. To make a decision by the General Meeting of Members of the Company, the following number of votes is required (counting is carried out on the basis of the number of votes of all members of the Company, and not only of the persons present at the General Meeting):
10.23.1. The following decisions are taken unanimously by all members of the Company:
On granting additional rights to members of the Company, as well as termination or restriction of additional rights granted to all members of the Company;
Imposition of additional duties on all members of the Company, as well as termination of additional duties;
On the introduction, amendment and exclusion from this Charter of provisions on limiting the maximum size of the share of a member of the Company, on limiting the possibility of changing the ratio of shares of members of the Company;
Approval of the monetary value of non-monetary contributions to the charter capital of the Company made by members of the Company and third parties accepted into the Company;
On an increase in the authorized capital of the Company on the basis of an application by a participant or third parties admitted to the Company for an additional contribution;
On amendments to this Charter in connection with an increase in the authorized capital of the Company, on an increase in the par value of the share of a member of the Company or the shares of members of the Company who have submitted applications for additional contributions, and, if necessary, to change the size of the shares of members of the Company;
On the admission of a third party or third parties to the Company, on making amendments to this Charter in connection with an increase in the authorized capital of the Company, on determining the par value and size of the share or shares of a third party or third parties, as well as on changing the size of the shares of the members of the Company;
On the introduction of provisions into this Charter or amendments to the provisions of this Charter establishing the pre-emptive right to purchase a share or a part of a share in the authorized capital by the participants of the Company or the Company at a price predetermined by the Charter, including changing the size of such a price or the procedure for determining it;
On the introduction of provisions into this Charter or amendments to the provisions of this Charter, establishing the possibility of members of the Company or the Company to use the preemptive right to purchase not all or not all part of the share in the authorized capital of the Company offered for sale;
On the introduction of provisions into this Charter or amendments to the provisions of this Charter establishing the procedure for exercising the pre-emptive right by the Company participants to purchase a share or part of a share disproportionate to the size of the shares of the Company members;
On the introduction of provisions into this Charter or amendments to the provisions of this Charter, which establish a term or procedure for payment by the Company of the actual value of a share or part of a share in the authorized capital of the Company other than specified in the Law;
On the sale of the share owned by the Company to the members of the Company, as a result of which the size of the shares of its members changes, the sale of the share owned by the Company to third parties and determination of a different price for the sold share;
On the payment, in the event of foreclosure, on a share or part of a share of a member of the Company in the authorized capital of the Company for the debts of a member of the actual value of a share or a part of a share to creditors by other members of the Company;
On the introduction of provisions into this Charter or changes in the provisions of this Charter establishing the right of a member of the Company to withdraw from the Company;
On the introduction of provisions into this Charter or changes in the provisions of this Charter establishing the obligation of the members of the Company to make contributions to the property of the Company;
On the introduction, amendment and exclusion from this Charter of provisions establishing the procedure for determining the size of contributions to the property of the Company in disproportionate to the size of the shares of the members of the Company, as well as provisions establishing restrictions related to making contributions to the property of the Company;
On the introduction, amendment and exclusion from this Charter of provisions providing for the distribution of the Company's profits among the members of the Company disproportionately to their shares in the authorized capital;
On the introduction, amendment and exclusion from this Charter of provisions providing for the determination of the number of votes of the Company's members at the General Meeting of Members disproportionate to their shares in the authorized capital;
Reorganization or liquidation of the Company.
On the establishment of branches and the opening of representative offices of the Company;
Termination or limitation of additional rights granted to a certain member of the Company;
On imposing additional duties on a certain member of the Company;
On increasing the authorized capital of the Company at the expense of its property;
On increasing the authorized capital of the Company by making additional contributions by the members of the Company;
On excluding from the Articles of Association of the Company provisions establishing the pre-emptive right to purchase a share or part of a share in the authorized capital of the Company at a price predetermined by the Articles of Association;
On excluding from the Articles of Association of the Company provisions establishing the possibility of members of the Company or the Company to use the pre-emptive right to purchase not all or not all part of the share in the authorized capital of the Company offered for sale;
On the exclusion from the Charter of the Company of the provisions establishing the procedure for exercising by the members of the Company the pre-emptive right to purchase a share or part of a share disproportionate to the size of the shares of the members of the Company;
On making contributions by the members of the Company to the property of the Company;
On amendment and exclusion of the provisions of the Charter of the Company that establish restrictions related to making contributions to the property of the Company for a certain member of the Company;
On changes to this Charter, including changes in the size of the authorized capital of the Company, except for those changes for which, in accordance with the Law or this Charter, a greater number of votes are required.
10.23.3. On all other issues, decisions are made by a majority vote of the total number of members of the Company, if the need for a larger number of votes for their adoption is not provided for by the Law.
10.24. If the Company consists of one participant, then decisions on issues related to the competence of the General Meeting of Participants are made by the sole member of the Company individually, drawn up in writing and signed by the only participant. At the same time, the provisions of this Charter and the Law determining the procedure and terms of preparation, convocation and holding of the General Meeting of Participants, the procedure for making decisions by the General Meeting, do not apply, with the exception of provisions concerning the timing of the next General Meeting.
11. SINGLE EXECUTIVE BODY
11.1. The sole executive body of the Company, managing the current activities of the Company, is the General Director. The sole executive body is accountable to the General Meeting of Members of the Company.
11.2. The competence of the sole executive body of the Company includes all issues of managing the current activities of the Company, with the exception of issues attributed to the competence of the General Meeting of Members of the Company.
11.3. The sole executive body acts on behalf of the Company without a power of attorney, including:
11.3.1. represents the interests of the Company both in the Russian Federation and abroad;
11.3.2. independently within its competence or after their approval by the management bodies of the Company in the manner prescribed by the Law, this Charter and the internal documents of the Company, makes transactions on behalf of the Company;
11.3.3. disposes of the property of the Company to ensure its current activities within the limits established by this Charter;
11.3.4. issues powers of attorney for the right of representation on behalf of the Company, including powers of attorney with the right of substitution;
11.3.5. concludes labor contracts with employees of the Company, issues orders on the appointment of employees to positions, on their transfer and dismissal;
11.3.6. apply incentives to the employees of the Company and impose disciplinary sanctions on them;
11.3.7. issues orders and gives instructions that are binding on all employees of the Company;
11.3.8. organizes the implementation of decisions of the General Meeting of Members of the Company;
11.3.9. opens accounts of the Company in banks;
11.3.10. represents the interests of the Company in all judicial instances (courts of general jurisdiction, arbitration courts, arbitration courts) on the territory of the Russian Federation and abroad at all stages of the judicial process, including at the stage of enforcement proceedings;
11.3.11. resolves issues related to the preparation, convocation and holding of the General Meeting of Members of the Company;
11.3.12. ensures the compliance of information on the members of the Company and on their shares or parts of shares in the authorized capital of the Company, on shares or parts of shares owned by the Company, information contained in the unified state register of legal entities, and notarized transactions on the transfer of shares in the authorized capital of the Company, which became known to the Company;
11.3.13. exercises other powers necessary to achieve the goals of the Company's activities and ensure its normal work, in accordance with the current legislation of the Russian Federation and this Charter, with the exception of the powers assigned to other bodies of the Company.
11.4. The sole executive body is responsible for the safety of information constituting a state secret.
11.5. The General Director is elected / appointed by the General Meeting of Members of the Company for a period of _____ (in words) years... The General Director may be elected / appointed not from among the members of the Company.
11.6. An employment contract with the General Director on behalf of the Company is signed by the Chairman of the General Meeting of Participants, unless otherwise instructed by the General Meeting of Participants.
11.7. The General Meeting of Members of the Company has the right at any time to dismiss the General Director from his post with simultaneous termination employment contract in the manner prescribed by the legislation of the Russian Federation.
12. AUDITOR OF THE COMPANY
12.1. To check and confirm the correctness of the annual reports and balance sheets of the Company, as well as to check the state of the current affairs of the Company, it has the right to engage a professional auditor who is not related to property interests with the Company, a person performing the functions of the sole executive body of the Company, and members of the Company.
12.2. At the request of any member of the Company, an audit can be carried out by a professional auditor of his choice, who must comply with the requirements established by clause 12.1. of this Charter.
12.3. In the event of such an audit, payment for the auditor's services is carried out at the expense of a member of the Company, at whose request it is carried out. The expenses of a member of the Company for paying for the services of an auditor may be reimbursed to him by the decision of the General Meeting of Members of the Company at the expense of the Company.
13. ACCOUNTING AND REPORTING. COMPANY DOCUMENTS
13.1. The Company maintains accounting records and submits financial statements in accordance with the procedure established by the current legislation of the Russian Federation.
13.2. Responsibility for organization, condition and accuracy accounting in the Company, timely submission of the annual report and other financial statements the sole executive body of the Company is responsible to the relevant bodies in accordance with the legislation of the Russian Federation.
13.3. The company is obliged to keep the following documents:
- the agreement 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 of the meeting of the founders of the Company and / or decisions in the case of one founder of the Company, containing a decision on the establishment of the Company and 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 Society;
- 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 General Meetings of Members of the Company (decisions of the sole member of the Company), meetings of the Board of Directors of the Company and audit commission Society;
- lists of affiliated persons of the Company;
- conclusions of the Audit Commission (auditor) of the Company, auditor, state and municipal financial control bodies;
- other documents provided for 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 and the sole executive body of the Company.
13.4. The Company stores the documents specified in clause 13.3 of this Charter (hereinafter referred to as “documents”) at the location of the sole executive body of the Company in the manner and within the time limits established by the legal acts of the Russian Federation.
13.5. Organization of storage of the Company's documents is provided by the sole executive body of the Company.
Organization of storage of documents generated in the activities of separate structural units Of the Company, prior to their transfer to the archive at the location of the sole executive body of the Company, shall be provided by the heads of these separate structural divisions of the Company.
13.6. The documents specified in clause 13.3 of this Charter must be provided by the Company for review at the premises of the executive body of the Company within five business days from the date of the relevant request by a member of the Company. Information about the activities of the Company is provided to other persons in the manner prescribed by the current legislation of the Russian Federation.
13.7. Members of the Society have the right to familiarize themselves with documents related to the use of information constituting a state secret, only if they have an admission form.
14. CONFIDENTIALITY
14.1. The technical, financial, commercial and other information provided to the members of the Company, members of the management bodies of the Company, the auditor of the Company, related to the establishment and activities of the Company, is considered confidential, with the exception of information:
- which is already known to this person at the time of her communication;
- which, due to the actions of third parties, has already become generally known;
- which is received by that person without restriction on disclosure from any third party entitled to such disclosure.
14.2. These persons are obliged to take all necessary and reasonable measures to prevent the disclosure of the received confidential information beyond the official or production necessity in connection with the performance of duties within the framework of the Company's activities.
14.3. Transfer of confidential information to third parties, publication or other disclosure of such information by the above persons during the period of their participation in the Company and / or its bodies and within 5 years after termination of participation in the Company and / or its bodies, regardless of the reason for termination, can be carried out only with written consent General meeting of participants or if such information is requested by a state body in the manner prescribed by the legislation of the Russian Federation.
15. LIQUIDATION OF THE COMPANY
15.1. The liquidation of the Company entails its termination without transfer of its rights and obligations by way of succession to other persons.
15.2. The Company may be liquidated voluntarily by decision of the General Meeting of Members of the Company or compulsorily by a court decision on the grounds stipulated by the legislation of the Russian Federation.
15.3. The decision of the General Meeting of Members of the Company on the voluntary liquidation of the Company and the appointment of a liquidation commission shall be made at the suggestion of the sole executive body or a member of the Company. The general meeting of participants of a voluntarily liquidated Company makes a decision on the liquidation of the Company and the appointment of a liquidation commission.
15.4. The procedure for liquidating the Company, satisfying the claims of creditors and the procedure for distributing the property of the liquidated Company among the participants is determined by the legislation of the Russian Federation.
15.5. The liquidation of the Company is considered complete, and the Company is deemed to have ceased to exist from the moment the corresponding entry is made in the unified state register of legal entities.
15.6. During the reorganization and liquidation of the Company, the safety of information constituting a state secret must be ensured. In the absence of a legal successor, documents related to the use of information constituting a state secret shall be destroyed.
16. FINAL PROVISIONS
16.1. This Charter is approved by the minutes of the general meeting of members of the Company and becomes effective from the moment of its state registration.
16.2. The provisions of this Charter shall remain unchanged. legal force for the entire period of the Company's activity.
If one of the provisions of this Charter becomes invalid due to changes in the legislation of the Russian Federation, then this is not a reason for the suspension of the remaining provisions. An invalid provision shall be replaced by a provision admissible in legally and close in meaning to the replaced one.
Compliance of the charter 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, therefore, the service is now available especially for our usersfree verification of documents
limited liability company - travel company1. GENERAL PROVISIONS
1.1. Limited Liability Company "Tourist Company" acts on the basis of the Civil Code of the Russian Federation, the Federal Law "On Limited Liability Companies", the Federal Law "On the Basics tourist activities in the Russian Federation ”and other legislation of the Russian Federation.
1.2. Organizational and legal form and name of the legal entity.
1.2.1. Organizational and legal form of a legal entity: limited liability company.
1.2.2. Full corporate name: Limited Liability Company "Tourist Company".
1.2.3. Abbreviated corporate name: LLC "Tourist company".
1.3. The limited liability company "Travel company" is hereinafter referred to as the "company" in the text of this charter.
1.4. Location of the company:. The sole executive body of the company, the General Director, is located at this address.
1.5. 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.
1.6. Members of the company who have not fully paid for the shares are jointly and severally liable for the obligations of the company within the value of the unpaid part of the share of each of the participants in the company.
1.7. 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.
1.8. The company is considered to be created as a legal entity from the moment of its state registration. The society is created without any time limit.
1.9. The Company has the right to open bank accounts on the territory of the Russian Federation and abroad in accordance with the established procedure.
1.10. The company has a round seal containing its full corporate name in Russian and an indication of the location of the company.
1.11. The company has the right to have stamps and letterheads with its own company name, its own logo, as well as a trademark registered in the prescribed manner and other means of individualization.
1.12. Members of the company can be both Russian and foreign legal entities and individuals.
1.13. The company maintains a list of members of the company indicating information about each member of the company, the size of his share in the charter capital of the company and its payment, as well as the size of the shares owned by the company, the dates of their transfer to the company or acquisition by the company. The company is obliged to ensure the maintenance and storage of the list of participants in the company in accordance with the requirements of the Federal Law "On Limited Liability Companies" from the moment of state registration of the company.
1.14. The person performing the functions of the sole executive body of the company ensures that the information on the company's participants and on their shares or parts of shares in the authorized capital of the company, on the shares or parts of shares owned by the company, the information contained in the Unified State Register of Legal Entities, and notarized transactions on the transfer of shares in the authorized capital of the company, which became known to the company.
1.15. Each member of the company is obliged to inform the company in a timely manner about changes in information about his name or name, place of residence or location, as well as information about his shares in the authorized capital of the company. In the event that a member of the company fails to provide information about the change in information about itself, the company shall not be liable for the losses caused in this connection.
1.16. The company and the company participants who have not notified the company about the change in the relevant information shall not have the right to refer to the discrepancy between the information specified in the list of company participants and the information contained in the Unified State Register of Legal Entities in relations with third parties that acted only taking into account the information specified in the list of participants society.
1.17. In the event of disputes regarding the discrepancy between the information specified in the list of participants in the company and the information contained in the Unified State Register of Legal Entities, the right to a share or part of a share in the authorized capital of the company is established on the basis of information contained in the Unified State Register of Legal Entities. the occurrence of disputes over the inaccuracy of information about the ownership of the right to a share or part of a share contained in the Unified State Register of Legal Entities, the right to a share or a part of a share is established on the basis of an agreement or other document confirming that the founder has the right to a share or part of a share.
2. SUBJECT AND OBJECTIVES OF THE ACTIVITY
2.1. The objectives of the company are to expand the market for goods and services, as well as to make a profit.
2.2. To achieve the above goals, the company, in accordance with the legislation of the Russian Federation, carries out the following activities:
- implementation of tourist and excursion services;
- tourist rest and travel along tourist routes;
- weekend hiking trips;
- speleotourism events;
- advertising and information services of tourist enterprises and organizations;
- other services of tourist enterprises and organizations;
- sightseeing excursions;
- thematic excursions;
2.3. The company may carry out other types of activities and provide other services to individuals and legal entities in different areas economic and production activities if they do not contradict the legislation.
2.4. All of the listed activities are carried out by the company in accordance with the legislation of the Russian Federation:
2.4.1. In order to protect the rights and legitimate interests of citizens and legal entities to carry out tour operator activities, the company concludes a civil liability insurance contract for non-fulfillment or improper fulfillment of obligations under a sales agreement tourist product or a bank guarantee for the fulfillment of obligations under an agreement on the sale of a tourist product (hereinafter also referred to as financial security).
2.4.2. Enter information on the implementation of tour operator activities by the company on the territory of the Russian Federation into the Unified Register of Tour Operators.
2.5. Certain types of activities, the list of which is determined by federal law, can be carried out by a company only on the basis of a special permit (license). If the conditions for granting a special permit (license) to carry out a certain type of activity provide for the requirement to carry out such an activity as exclusive, the company, during the validity period of the special permit (license), shall be entitled to carry out only the types of activity provided for by the special permit (license) and related activities.
2.6. Society carries out foreign economic activity in accordance with the legislation of the Russian Federation.
3. RESPONSIBILITY OF THE COMPANY
3.1. The company is responsible for its obligations with all property belonging to it.
3.2. The company is not responsible for the obligations of the participants.
3.3. In the event of the insolvency (bankruptcy) of the company through the fault of its participant 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, the said participant or other persons in the event of insufficiency of the company's property may be assigned subsidiary liability for his obligations.
3.4. The Russian Federation, the constituent entities of the Russian Federation and municipal formations are not liable for the obligations of the company, just as the company is not liable for the obligations of the Russian Federation, the constituent entities of the Russian Federation, municipalities and is not responsible for the obligations of its members.
4. BRANCHES AND REPRESENTATIVE OFFICES OF THE COMPANY
4.1. The company may create branches and open representative offices by decision of the General Meeting of Members of the Company, adopted by a majority of at least two-thirds of the votes of the total number of votes of members of the company.
4.2. The branch and representative office of the company are not legal entities and act on the basis of the regulations approved by the company. The branch and the representative office are endowed with the property that created them by the company.
4.3. The heads of the branches and representative offices of the company are appointed by the company and act on the basis of its power of attorney.
4.4. Branches and representative offices of the company carry out their activities on behalf of the company that created them. The responsibility for the activities of the branch and representative office of the company is borne by the company that created them.
5. SUBSIDIARY AND DEPENDENT COMPANY
5.1. The company may have subsidiaries and dependent economic companies with the rights of a legal entity. The grounds on which a company is recognized as a subsidiary (dependent) are established by law.
5.2. The subsidiary is not liable for the debts of the parent company. The parent company, which has the right to issue instructions binding on it to the subsidiary, shall be jointly and severally liable with the subsidiary for transactions concluded by the latter in pursuance of such instructions.
5.3. In case of insolvency (bankruptcy) subsidiary due to the fault of the main business company, the latter bears subsidiary liability for its debts in case of insufficient property of the subsidiary company. Members of a subsidiary have the right to demand compensation from the parent company for losses caused through its fault to the subsidiary.
6. RIGHTS OF THE COMPANY MEMBERS
6.1. The members of the company have the right:
- participate in the management of the affairs of the company, including by participating in General Meetings of Members, personally or through a representative;
- receive information about the activities of the company, get acquainted with accounting books and other documentation, including with the minutes of the General Meetings of the participants, and make extracts from them in the prescribed manner;
- take part in the distribution of profits; receive their share of the profit from the part of the profit to be distributed among the participants, in accordance with the established procedure;
- sell or otherwise alienate his share or part of the share in the authorized capital of the company to one or several members of the company or to another person in the manner prescribed by the charter of the company;
- withdraw from the company by alienating its share to the company regardless of the consent of its other participants, or demand that the company acquire a share in the cases provided for by the Federal Law "On Limited Liability Companies";
- to receive, in the event of liquidation of the company, a part of the property remaining after settlements with creditors, or its value;
- enjoy other rights granted to him by the legislation of the Russian Federation, this Charter and the General Meeting of Members of the Company.
6.2. In addition to the above rights, by the unanimous decision of the General Meeting of Participants, the participant (participants) may be granted other (additional) rights, which, in the event of the alienation of his share or part of the share, do not transfer to the acquirer of the share or part of the share.
7. OBLIGATIONS OF THE COMPANY MEMBERS
7.1. The members of the society are obliged:
- to pay for the shares in the authorized capital of the company in the manner, in the amount and within the time limits provided for by the Federal Law "On Limited Liability Companies" and the agreement on the establishment of the company;
- not to disclose confidential information about the activities of the company;
- comply with the requirements of this charter, comply with the decisions of the company's management bodies adopted by them within their competence;
- fulfill the obligations assumed in relation to society and other participants;
- personally or through his representative to take part in the General Meetings of the Participants;
- to assist the society in the implementation of its activities.
7.2. The members of the company also bear other obligations stipulated by the Federal Law “On Limited Liability Companies”, this Charter and the General Meeting of Participants. Additional obligations imposed on a certain member of the company, in the event of alienation of his share or part of the share, do not transfer to the acquirer of the share or part of the share.
7.3. For non-fulfillment of obligations, the participant is responsible in the manner determined by the legislation of the Russian Federation.
8. AUTHORIZED CAPITAL OF THE COMPANY. SHARES IN THE AUTHORIZED CAPITAL OF THE COMPANY
8.1. The authorized capital of the company is set at 10,000 rubles 00 kopecks.
8.2. The authorized capital of the company is made up of the par value of the shares acquired by the participants.
8.3. The authorized capital of a limited liability company at the time of registration of the company was paid by its participants in full (100%) in the amount of 10,000 rubles 00 kopecks in cash in the currency of the Russian Federation.
8.4. The authorized capital determines the minimum size of the company's property that guarantees the interests of its creditors.
8.5. It is not allowed to release a company participant from the obligation to pay for a share in the charter capital of the company, including by offsetting claims against the company.
8.6. The actual value of the share of a participant in the company corresponds to a part of the value of the net assets of the company, proportional to the size of his share.
8.7. Payment for shares in the authorized capital of a company can be carried out in money, securities, other things or property rights or other rights that have a monetary value.
8.8. The monetary value of the non-monetary payment for the share in the charter capital of the company contributed by the company participant and third parties accepted into the company shall be approved by the decision of the General Meeting of Company Participants, which is unanimously adopted by all company participants.
8.9. In case of termination of the company's right to use the property before the expiration of the period for which such property was transferred to the company for use to pay for the share in the authorized capital, the member of the company who transferred the property is obliged to provide the company, upon its request, with monetary compensation equal to the payment for the use of the same property. on similar terms for the remainder of the term. Monetary compensation must be provided in a lump sum within 30 days from the moment the company submits a demand for its provision. Such a 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 as payment for a share in the authorized capital the right to use the property, which was terminated ahead of schedule.
8.10. The property transferred by a participant excluded or withdrawn from the company for use by the company as payment for a share in the authorized capital remains in the use of the company during the period for which it was transferred.
8.11. An increase in the authorized capital of a company is allowed after full payment of all its shares.
8.12. 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 member of the company, and (or) at the expense of contributions of third parties accepted in the company. The procedure for increasing the authorized capital is carried out in accordance with Articles 18, 19 of the Federal Law "On Limited Liability Companies".
8.13. The company has the right, and in cases stipulated by the Federal Law "On Limited Liability Companies" - is obliged to reduce its authorized capital.
8.14. A decrease in the authorized capital of a company can be carried out by reducing the par value of the shares of all members of the company in the authorized capital of the company and (or) canceling the shares owned by the company.
8.15. The company does not have the right to reduce its authorized capital if, as a result of such a decrease, its size becomes less minimum size of the authorized capital determined in accordance with the Federal Law "On Limited Liability Companies" as of the date of submission of documents for state registration of the relevant changes in the charter of the company, and in cases where, in accordance with the Federal Law "On Limited Liability Companies", the company is obliged to reduce its authorized capital - as of the date of state registration of the company.
8.16. The procedure for reducing the authorized capital is carried out in accordance with Article 20 of the Federal Law "On Limited Liability Companies".
9. TRANSFER OF SHARE (PART OF SHARE) OF A MEMBER OF THE COMPANY IN THE AUTHORIZED CAPITAL OF THE COMPANY TO OTHER MEMBERS OF THE COMPANY AND THIRD PARTIES. WITHDRAWAL FROM THE SOCIETY
9.1. The transfer of a share or part of a share in the authorized capital of a company to one or several members of this company or to third parties is carried out on the basis of a transaction, in the order of succession or on any other legal basis.
9.2. A participant in a company has the right to sell or otherwise alienate his share or part of a share in the authorized capital of the company to one or several members of this company. The consent of other members of the company or company for the conclusion of such a transaction is not required. Sale or otherwise alienation of a share or part of a share in the authorized capital of the company to third parties is allowed with the consent of other members of the company.
9.3. The share of a member of the company may be alienated until its full payment only in the part in which it was paid.
9.4. Members of the company enjoy the pre-emptive right to purchase a share or part of a share of a company participant at the price of the offer to a third party or at a price different from the offer price to a third party and a price predetermined by the charter of the company (hereinafter - the price predetermined by the charter) in proportion to the size of their shares. The assignment of pre-emptive rights to purchase a share or part of a share in the authorized capital of a company is not allowed.
9.5. A member of the company intending to sell his share or part of his share in the authorized capital of the company to a third party is obliged to notify in writing the other members of the company and the company itself by sending through the company at its own expense an offer addressed to these persons and containing an indication of the price and other terms of sale ... An offer for the sale of a share or part of a share in the authorized capital of a company shall be deemed to have been received by all participants in the company at the time of its receipt by the company. At the same time, it can be accepted by a person who is a member of the company at the time of acceptance, as well as by the company in cases stipulated by the Federal Law "On Limited Liability Companies". An offer is considered not received if, no later than the day of its receipt by the company, a member of the company received a notice of its withdrawal. The revocation of an offer to sell a share or part of a share after it has been received by the company is allowed only with the consent of all members of the company. Members of the company have the right to use the preemptive right to purchase a share or part of a share in the authorized capital of the company within thirty days from the date of receipt of the offer by the company. the entire share offered for sale or not all of the share offered for sale, other members of the company may exercise their preemptive right to purchase a share or part of a share in the authorized capital of the company in the corresponding part in proportion to the size of their shares within the remaining part of the period for exercising their preemptive right to purchase a share or part of a share ...
9.6. The pre-emptive right to purchase a share or part of a share in the authorized capital of a company from a participant terminates on the day:
- submission of a written statement on refusal to use this pre-emptive right in the manner prescribed by this paragraph;
- expiration of the term of use of this pre-emptive right.
9.7. If, within thirty days from the date of receipt of the offer by the company, the members of the company do not use the preemptive right to purchase a share or part of a share in the authorized capital of the company offered for sale, including those resulting from the use of the preemptive right to purchase not the entire share or not all part of the share or refusal of individual members of the company from the preemptive right to purchase a share or part of a share in the authorized capital of the company, the remaining share or part of the share can be sold to a third party at a price that is not lower than the price set in the offer for its participants, and on the conditions that were communicated to him to the participants.
9.8. Shares in the authorized capital of the company are transferred to the heirs of citizens and to the legal successors of legal entities that were participants in the company, with the consent of the other participants in the company. participants of a liquidated legal entity - a participant in a company, the owner of the property of a liquidated institution, a state or municipal unitary enterprise- of a member of the company, the actual value of a share or a part of a share, determined on the basis of data from the company's financial statements for the last reporting period preceding the day of the death of a member of the company, the day of completion of the reorganization or liquidation of a legal entity, or, with their consent, give them property of the same value in kind.
9.9. When a share or part of a share in the authorized capital of a company is sold at a public auction, the rights and obligations of a member of the company for such a share or part of a share are transferred with the consent of the members of the company.
9.10. A transaction aimed at the alienation of a share or part of a share in the authorized capital of a company is subject to notarization, except for cases established by law.
9.11. A share or part of a share in the authorized capital of a company is transferred to its acquirer from the moment of notarization of a transaction aimed at alienating a share or part of a share in the authorized capital of a company, or in cases that do not require notarization, from the moment of making appropriate changes to the Unified State Register of Legal Entities on the basis of documents of title.
9.12. The acquirer of a share or part of a share in the authorized capital of the company shall transfer all the rights and obligations of a participant in the company that arose before the transaction aimed at alienating the specified share or part of the share in the authorized capital of the company, or before another reason for its transfer arises, with the exception of additional rights and additional responsibilities. A company participant who has alienated his share or part of a share in the authorized capital of the company bears the obligation to the company to make a contribution to the property that arose before the transaction aimed at alienating the specified share or part of the share in the authorized capital of the company, jointly and severally with its acquirer.
9.13. If the consent of the company's participants to the transfer of a share or part of a share, provided for in accordance with clause 9.9 of this Charter, has not been received, the share or part of the share shall be transferred to the company on the day following the expiration date established by the charter of the company for obtaining such consent of the company's participants. In this case, the company is obliged to pay the person who acquired a share or a part of a share in the authorized capital of a company at a public auction, the actual value of a share or a part of a share, determined on the basis of the company's financial statements for the last reporting period preceding the day of acquiring a share or a part of a share at a public auction , or, with their consent, give them property in kind of the same value.
9.14. In the event that a member of the company leaves the company in accordance with clauses 9.18 - 9.20 of this charter, his share is transferred to the company. The company is obliged to pay to the company participant who has filed 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 company's financial statements for the last reporting period preceding the day of filing the application for withdrawal from the company, or, with the consent of this company participant, issue to him in kind property 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. The company is obliged to pay to the participant 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. Provisions establishing a different period or procedure for payment of the actual value of a share or part of a share may be provided for by the charter of the company at its establishment, when amendments are made to the charter of the company by a decision of the general meeting of the company's participants, adopted unanimously by all members of the company. The exclusion of these provisions from the company's charter is carried out by decision of the General Meeting of Members of the Company, adopted by two-thirds of votes of the total number of votes of members of the company.
9.15. The share or part of the share passes to the company from the date:
- the company receives a demand from a company participant for its acquisition;
- the company receives an application from a company participant to quit the company, if the right to quit the participant is provided for by the charter of the company;
- expiration of the term for payment of a share in the authorized capital of the company or provision of compensation provided for by paragraph 3 of Article 15 of the Federal Law "On Limited Liability Companies";
- entry into legal force of a court decision on the exclusion of a member of the company from the company;
- receiving from any member of the company a refusal to give consent to transfer a share or part of a share in the authorized capital of a company to the heirs of citizens or legal successors of legal entities that were members of the company, or to transfer such a share or part of a share to the founders (participants) of a liquidated legal entity - a member of the company, the owner of the property of a liquidated institution, a state or municipal unitary enterprise - a member of the company, or a person who has acquired a share or part of a share in the authorized capital of the company at a public auction;
- payment by the company of the actual value of the share or part of the share belonging to the member of the company, at the request of its creditors.
9.16. Documents for state registration of the relevant changes must be submitted to the body that carries out the state registration of legal entities within a month from the date of transfer of a share or part of a share to the company. These changes become effective for third parties from the moment of their state registration.
9.17. The company is obliged to pay the actual value of the share or part of the share in the authorized capital of the company or to issue in kind property of the same value within one year from the date of the transfer to the company of the share or part of the share. The actual value of a share or part of a share in the authorized capital of a company is paid out of the difference between the value of the company's net assets 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.
9.18. A company participant has the right to withdraw from the company by alienating a share to the company, regardless of the consent of its other participants or the company.
9.19. Withdrawal of the company's members from the company, as a result of which there is no participant left in the company, as well as the withdrawal of the only member of the company from the company is not allowed.
9.20. The withdrawal of a member of the company from the company does not relieve him of the obligation to the company to make a contribution to the property of the company, which arose before the application for withdrawal from the company was submitted.
10. GOVERNANCE IN SOCIETY
10.1. The supreme body of the company is the General Meeting of Members of the Company. The general meeting of the company's participants can be regular or extraordinary.
10.2. All members of the company have the right to attend the General Meeting of Members of the Company, take part in the discussion of issues on the agenda and vote when making decisions.
10.3. Each member of the company has at the General Meeting of Participants of the Company the number of votes proportional to his share in the authorized capital of the company, except for the cases stipulated by the Federal Law “On Limited Liability Companies”.
10.4. The management of the company's current activities is carried out by the sole executive body of the company. The sole executive body of the company is accountable to the General Meeting of Participants of the Company.
10.5. Once a year, the company holds a regular General Meeting of Participants. The Annual General Meeting of Participants is held no earlier than 2 months and no later than 4 months after the end of the financial year. The next General Meeting of the Company Members is convened by the executive body of the Company.
10.6. The competence of the General Meeting of Members of the Company includes:
- determination of the main directions of the company's activities, as well as making decisions on participation in associations and other unions of commercial organizations;
- changes in the charter of the company, including changes in the size of the charter capital of the company;
- the formation of the executive bodies of the company and the early termination of their powers, as well as the adoption of a decision on the transfer of the powers of the sole executive body of the company to the manager, approval of such a manager and the terms of the contract with him;
- election and early termination of the powers of the audit commission (auditor) of the company;
- approval of annual reports and annual balance sheets;
- making a decision on the distribution of the company's net profit among the company's participants;
- approval (adoption) of documents regulating the internal activities of the company (internal documents of the company);
- making decisions on the placement by the company of bonds and other equity securities;
- appointment of an audit, approval of the auditor and determination of the amount of payment for his services;
- making a decision on the reorganization or liquidation of the company;
- appointment of a liquidation commission and approval of liquidation balance sheets;
- making decisions on the establishment of branches and representative offices;
- approval of regulations on branches and representative offices of the company;
- appointment of heads of branches and representative offices of the company;
- election of the secretary of the General Meeting of Participants;
- making a decision on the transfer of disputes between the company and third parties for consideration by arbitration courts;
- determination of a company participant who signs an agreement on behalf of the company with the sole executive body of the company;
- solution of other issues stipulated by the legislation of the Russian Federation.
10.7. Issues attributed to the exclusive competence of the General Meeting of Members of the Company cannot be delegated to them for decision by the executive bodies of the Company, the Board of Directors of the Company, with the exception of cases stipulated by the Federal Law “On Limited Liability Companies”.
10.8. Decisions on the issues specified in subparagraphs 1 - 9, 11 - 18 of paragraph 10.6 of Article 10 of this Charter, as well as on other issues determined by the charter of the company, are taken by a majority of at least 2/3 votes of the total number of votes of the participants in the company (if a larger number votes for making such a decision are not provided for by the Federal Law "On Limited Liability Companies").
10.9. Decisions on the issues specified in subparagraph 10 of paragraph 10.6 of Article 10 of this Charter are taken by all members of the company unanimously.
10.10. Decisions on other issues are made by the General Meeting by a majority of votes of the total number of votes of the company's participants, unless the need for a larger number of votes to make such decisions is provided for by the Federal Law “On Limited Liability Companies”.
10.11. In a company consisting of one participant, decisions on issues related to the competence of the General Meeting of Participants are made by the only participant individually and are drawn up in writing. At the same time, the provisions of Articles 34, 35, 36, 38 and 43 of the Federal Law "On Limited Liability Companies" are not applied, with the exception of the provisions concerning the timing of the annual General Meeting of Participants of the Company.
10.12. In the event of an increase in the number of members of the company, decisions on all issues of the company's activities are made by the General Meeting of Members of the Company.
11. SINGLE EXECUTIVE BODY OF THE COMPANY (DIRECTOR)
11.1. The sole executive body of the company (General Director) is elected by the General Meeting of Members of the Company for a period of 5 (five) years. The sole executive body of a company may also be elected not from among its participants.
11.2. The agreement between the company and the person performing the functions of the sole executive body of the company is signed on behalf of the company by the person who presided over the General meeting of the company's participants, at which the person performing the functions of the sole executive body of the company was elected, or by the company participant authorized by the decision of the General meeting of the company's participants.
11.3. Only an individual can act as the sole executive body of a company.
11.4. General director of the company:
- acts on behalf of the company without a power of attorney, including representing its interests and concluding transactions;
- issues powers of attorney for the right of representation on behalf of the company, including powers of attorney with the right of substitution;
- issues orders on the appointment of employees of the company, on their transfer and dismissal, applies incentive measures and imposes disciplinary sanctions;
- represents society in relations with any Russian and foreign citizens and legal entities;
- ensures the implementation of plans for the activities of the company, concluded contracts;
- approves the rules, procedures and other internal documents of the company, with the exception of documents the approval of which is within the competence of the General Meeting of Participants or the Board of Directors;
- prepares materials, projects and proposals on issues submitted for consideration by the General Meeting of Participants or the Board of Directors;
- approves staffing table society, its branches, representative offices, separate subdivisions;
- opens settlement, currency and other accounts of the company in banking institutions;
- exercises other powers that are not attributed by the Federal Law "On Limited Liability Companies", by this charter of the company to the competence of the General Meeting of Members of the Company.
11.5. The sole executive body of the company must act in the interests of the company in good faith and reasonably.
11.6. The sole executive body of the company is liable to the company for losses caused to the company by its guilty actions (inaction), unless other grounds and the amount of liability are established by federal laws.
11.7. When determining the grounds and amount of liability of the sole executive body of the company, the usual conditions of business turnover and other circumstances relevant to the case must be taken into account.
11.8. If, in accordance with the provisions of this article, several persons bear responsibility, their responsibility to society is joint and several.
11.9. With a claim for compensation for losses caused to the company by the sole executive body of the company, the company or its participant has the right to go to court.
12. DISTRIBUTION OF THE COMPANY'S PROFIT BETWEEN THE COMPANY'S MEMBERS
12.1. The company has the right to make a decision on the distribution of its net profit among the members of the company on a quarterly basis, once every six months or once a year. The decision on determining the part of the company's profits to be distributed among the company's participants is taken by the General Meeting of the company's participants.
12.2. The part of the company's profits intended for distribution among the participants is distributed in proportion to their shares in the authorized capital of the company.
12.3. The company is not entitled to make a decision on the distribution of its profits between the participants in the company:
- until the full payment of the entire authorized capital of the company;
- before the payment of the actual value of the share or part of the share of a participant in the company in the cases provided for by the Federal Law "On Limited Liability Companies";
- if at the time of making such a decision the company meets the signs of insolvency (bankruptcy) in accordance with the federal law on insolvency (bankruptcy) or if the indicated signs appear in the company as a result of making 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;
12.4. The company does not have the right to pay out to the company's participants the profit, the decision on the distribution of which among the company's participants has been made:
- if at the time of payment the company meets the signs of insolvency (bankruptcy) in accordance with the federal law on insolvency (bankruptcy) or if the indicated signs appear in the company as a result of the payment;
- if at the time of payment, 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 payment;
- in other cases stipulated by federal laws.
13. AUDIT CHECKING OF THE COMPANY
13.1. To check and confirm the correctness of the annual reports and balance sheets of the company, as well as to check the state of current affairs of the company, it has the right, by decision of the General Meeting of Participants of the Company, to engage a professional auditor who is not related to property interests with the company, a person acting as the sole executive body of the company, and participants society.
13.2. At the request of a member of the company, an audit may be carried out by a professional auditor chosen by him, who must comply with the requirements established by part one of this article. In the event of such an audit, payment for the auditor's services is carried out at the expense of a member of the company, at whose request it is carried out. The expenses of a member of the company for paying for the services of the auditor may be reimbursed to him by the decision of the General Meeting of Participants of the company at the expense of the company.
14. STORAGE OF THE COMPANY'S DOCUMENTS AND THE PROCEDURE OF PROVIDING INFORMATION BY THE COMPANY TO THE COMPANY MEMBERS AND OTHER PERSONS
14.1. The company is obliged to keep the following documents:
- the agreement on the foundation of the company, except for the case of the foundation of the company by one person, the decision on the foundation of the company, the charter of the company, as well as amendments made to the charter 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 creation of the company and 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 creation 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 general meetings of members of the company;
- lists of affiliated persons of the company;
- conclusions of the auditor, state and municipal financial control bodies;
- other documents provided for by federal laws and other legal acts of the Russian Federation, internal documents of the company, decisions of the General Meeting of Members of the Company and the executive body of the Company.
14.2. At the written request of a member of the company or an auditor, the General Director is obliged, within 7 days, to provide them with the opportunity to familiarize themselves with the charter of the company, including amendments. The company is obliged, at the request of a member of the company, to provide him with a copy of the current charter. At the written request of the other interested person The general director is obliged to provide him open information about the society within 30 days.
14.3. In order to implement technical, social, economic and tax policy, the company is responsible for the safety and use of documents (management, financial, economic, personnel, etc.); ensures the transfer to state storage of documents of scientific and historical significance to archival institutions in accordance with the legislation of the Russian Federation.
14.4. The sole executive body (General Director), which is located at the address of the location of the company, is responsible for the storage and use of all documents of the company.
15. REORGANIZATION AND LIQUIDATION OF THE COMPANY
15.1. The company may be voluntarily reorganized in the manner prescribed by the Federal Law "On Limited Liability Companies". Other grounds and procedure for the reorganization of the company are determined by the Civil Code of the Russian Federation and other federal laws.
15.2. The reorganization of a company can be carried out in the form of a merger, takeover, division, separation and transformation in accordance with Articles 52 - 56 of the Federal Law "On Limited Liability Companies".
15.3. The company is considered reorganized, with the exception of cases of reorganization in the form of merger, from the moment of state registration of legal entities created as a result of reorganization. In case of reorganization of a company in the form of a merger with another company, the first of them shall be considered reorganized from the moment an entry is made in the Unified State Register of Legal Entities on the termination of the activities of the merged company.
15.4. The state registration of companies created as a result of the reorganization, and the entry of records on the termination of the activities of the reorganized companies, as well as the state registration of amendments to the charter shall be carried out in the manner prescribed by federal laws.
15.5. Not later than 30 days from the date of the decision on the reorganization of the company, and in the event of the reorganization of the company in the form of a merger or takeover - from the date of the decision on this by the last of the companies participating in the merger or acquisition, the company is obliged to notify in writing all its known creditors and publish in the press, which publishes data on the state registration of legal entities, a message about the decision... In this case, the creditors of the company, within 30 days from the date of sending them notifications or within 30 days from the date of publication of the message on the decision taken, have the right to demand in writing the early termination or fulfillment of the relevant obligations of the company and compensation for losses. If the separation balance sheet does not make it possible to determine the legal successor of the reorganized company, legal entities created as a result of the reorganization are jointly and severally liable for the obligations of the reorganized company to its creditors.
15.6. The company may be liquidated voluntarily in the manner prescribed by the Civil Code of the Russian Federation, taking into account the requirements of the Federal Law “On Limited Liability Companies”. The Company may be liquidated by a court decision on the grounds provided for by the Civil Code of the Russian Federation. Liquidation of a company entails its termination without transfer of rights and obligations by way of succession to other persons.
15.7. The general meeting of participants of a voluntarily liquidated company makes a decision on the appointment, in agreement with the body that carries out state registration of legal entities, a liquidation commission. The liquidation commission shall take over all the powers to manage the affairs of the company. The liquidation commission acts in court on behalf of the liquidated company.
15.8. The property of the liquidated company remaining after the completion of settlements with creditors is distributed by the liquidation commission among the participants of the company in the following order:
- first of all, payment of the distributed, but not paid part of the profit to the participants of the company is carried out;
- in the second place - the distribution of the property of the company between its participants.
15.9. If the property of the company is not enough to pay the distributed, but not paid part of the profit, the property of the company is distributed among the participants in proportion to their votes at the General Meeting of Participants, which they have at the time of the decision to liquidate the company. The property of the company, which is subject to distribution among the participants in the second place in the event of liquidation of the company, is distributed among them in proportion to their votes at the General Meeting of Participants, which they have at the time of the decision to liquidate the company.
Please note that the statutes were drawn up and reviewed by lawyers and are approximate, they can be finalized taking into account the specific terms of the transaction. The Site Administration is not responsible for the validity of this agreement, as well as for its compliance with the requirements of the legislation of the Russian Federation.
LLC Charter: features of the document and its sample
Since July 2009, a law has been in effect in our country, according to which the Charter of LLC is recognized as the only constituent document of a Limited Liability Company. What is it, what is the Charter for and what points should you pay attention to when developing it? We understand this difficult issue.
What is an LLC charter and what is it for?
The organization's charter is a constituent document, the provisions of which govern all activities of your company. It is necessary not only for the registration of an LLC. but also to determine the rules of the relationship between the participants of the LLC. This document is developed during the establishment of the Company, before the founders sign another document - the constituent agreement (today it is not one of the constituent documents, but is required for the LLC registration procedure). On the basis of the Charter, not only the registration of the Company takes place, but also the introduction of amendments to the registration documents (this may be required when changing the founder, general director, chief accountant, the size of the authorized capital, etc.).
Development of the organization's charter
Considering that the Charter clearly prescribes all relationships between the members of the Society, its development should be taken seriously and entrusted with the creation of this important document to an experienced lawyer who is well versed in the twists and turns of our legislation. He will be able to prepare the required document at a high quality level and in a short time. But, of course, the work of such a specialist will require significant financial costs from entrepreneurs, because the "manual" work on the development of the charter is not so cheap. But you can still save money. This will make a ready-made document template.
In order not to develop the Charter anew, you can simply take a sample of the charter of an enterprise that has already been registered, and, having made the necessary changes, according to the specifics of your business, create your own Charter on its basis. This is the easiest and most affordable way to solve the problem of developing a constituent document. Now on many resources, including ours, you can find a template of the charter of an LLC. the main thing is to use as a sample a template of a new sample, which is compiled taking into account all the requirements of the current legislation.
As for the content of the document, it includes several important aspects. Let's start with the fact that today the Charter does not require entering information about the LLC participants, as well as information on the size of the shares of each participant in the authorized capital of the Company. This greatly simplifies the procedure for changing information about an LLC in the event of a change of participants (previously, in this case, changes had to be made to the Charter as well). As for the content of the document itself, then it is worth paying close attention to the fact that:
Registration of the Charter
It is not difficult to find a sample of the LLC Charter today. But do not forget that the finished document must be correctly drawn up. The revised and finished Charter is stitched, its pages are numbered starting from the second (the title page goes without a number, and the second page is numbered with the number “2”). On the back of the last page, a special sealing sheet is pasted, which indicates the number of laced and numbered pages, the surname, initials and signature of the applicant, as well as the seal of the organization (it is only needed to amend the Charter, and there cannot be a seal during the initial registration).
Experts recommend issuing not one, but two copies of the originals of the Charter, since some state bodies require exactly two original documents. In addition, it is worth immediately making several copies of the Charter, which are drawn up like the original (stitched, numbered, sealed). In this case, photocopies must be removed from all pages of the document (including the title page), but neither the signature of the manager nor the seal is put on the sealing sheet.
LLC with one founder
You can download a sample LLC charter with one founder here.
The indication in the Charter of some data depends on the number of founders. So, for example, the Charter of an LLC with one founder has its own characteristics that relate to the address of the enterprise. Such a Company can be registered at the home address of the General Director and indicated in the Articles of Association as the address of the LLC. And the term of office of the head (general director) in such a Charter is determined, as a rule, indefinitely. It should be noted that the sole founder of an LLC can be both an individual and a legal entity, which, in turn, can have several participants. This is not against the law. But, another Company, which also has one founder, can NOT be the only founder of the LLC.
LLC with two (or more) founders
You can download a sample of the charter of an LLC with two (or more) founders here. If an LLC has two or more founders, then the Charter must clearly define the procedure for interaction between them. Of course, first of all, this concerns financial issues. For example, it is worth pointing out whether there is a possibility of free withdrawal of members from the Society and predetermining a mechanism for protecting and alienating the shares of former founders. In addition, it is imperative to indicate the possibility of participants exercising their preemptive right to buy out shares from other participants if they wish to sell their part of the business. Here you can also specify the pricing criteria for the alienated share (for example, from the value of net assets or at a nominal price).
You can also provide for the possibility of alienating the share of the participant to third parties (this applies to inheritance or donation). But, the most important thing is to determine the procedure, as well as the timing of payment to the former participant of the cost of the alienated share. An example of the Charter of an LLC, where all these important points are spelled out, can be downloaded here.
Charter changes
Although, according to the current legislation, information about the founders is not entered into the LLC Charter, there are situations when it is nevertheless necessary to amend the document. Such situations include a change in the name of a legal entity. address or change in the size of the authorized capital of the Company. Changes can be made by the decision of the participant (if it is an LLC with a single founder) or by the decision of the general meeting.
After the decision to make changes has been made, they (changes) must be registered with the relevant state authorities. Only then will they take effect and be considered valid.
How to register the Articles of Association of an LLC or amendments to the Articles of Association?
According to the law of our country, the registration of the Charter of an LLC (and changes) is carried out by the inspection of the Federal Tax Service of Russia at the location of the legal entity (or at the place of residence of the General Director - if the home address is indicated in the Charter of an LLC with one founder). Before submitting documents for registration, you must pay a state fee. The registration authority requires the applicant to:
If you want to register changes in the Charter, then you need to submit to the registering authority: an application for amendments in the form of the Federal Tax Service:
When submitting documents for registration of the Charter, you should carefully and accurately fill in all the fields in the application and pay attention to the fact that the state fee is paid on behalf of the applicant.
Note:
Taxation when trading with foreign countries or How to calculate VAT
The calculation and payment of VAT for export and import has its own characteristics. Enterprises engaged in the import-export of goods from the territory of Russia have many questions about paying VAT at customs and tax deductions.
Sample LLC Charter
1. General Provisions
1.1. Limited Liability Company NAME, hereinafter referred to as the Company, was established and operates on the basis of this Charter, the Civil Code of the Russian Federation, the Federal Law on Limited Liability Companies dated 08.02.1998 N 14-FZ. as well as other applicable laws. The company is considered to be created as a legal entity from the moment of its state registration in accordance with the established procedure.
1.2. The company is a business company, the authorized capital of which is divided into shares. The property liability of the Company and its members is determined in accordance with the rules of Section 3 of this Charter and in accordance with applicable law.
1.3. Full corporate name of the Company in Russian:
Limited Liability Company NAME.
Abbreviated name of the Society in Russian: LLC NAME.
1.4. Location of the legal entity:
Russian Federation, Region, Locality.
1.5. The company was founded for an unlimited period.
1.6. In accordance with this Charter, the members of the Company may include individuals and organizations, including enterprises with the participation of foreign legal entities and citizens, as well as foreign legal entities and citizens who recognize the provisions of this Charter, who have paid their shares in its charter. capital.
1.7. The Company has full economic independence, separate property, has an independent balance sheet, settlement and other, including foreign currency, bank accounts in Russia and abroad, on its own behalf independently acts as a participant in civil transactions, acquires and exercises property and personal non-property rights, bears responsibilities, can act as a plaintiff and a defendant in the judicial authorities.
1.8. In the manner prescribed by law, the Company has the right to create organizations with the rights of a legal entity or participate in their creation.
1.9. The company may have representative offices and branches in Russia and abroad, as well as participate in the capital of other legal entities. In the event of the establishment of branches and representative offices of the Company, this Charter shall be amended to reflect information on the respective branches and representative offices.
1.10. To ensure its activities, the Company has a round seal with its name, letterheads, may have a trademark, service mark, registered in accordance with the established procedure, other details with symbols.
2. Legal capacity of the Company. Subject and objectives of the activity
2.1. The company is a commercial organization pursuing profit-making as the main goal of its entrepreneurial activity.
2.2. Society has general civil legal capacity, civil rights and civil obligations.
2.3. The company has the right to carry out types of economic activities that correspond to its goals and objectives, and do not contradict the legislation.
2.4. The implementation of activities classified as licensed by law is preceded by the receipt by the Company of the corresponding license (licenses) in the manner prescribed by law.
If the conditions for granting a special permit (license) to carry out a certain type of activity stipulate the requirement to carry out such an activity as an exclusive one, then the Company shall be entitled to carry out only the types of activity provided for by the license and related activities during the validity period of the license.
2.5. The company is obliged to comply with applicable law, correctly and promptly make obligatory payments to the budget and extra-budgetary funds,
Full version of the Charter of LLC 2015 download
The statute
limited liability company - travel company
1. GENERAL PROVISIONS
1.1. Limited Liability Company "Travel Company" acts on the basis of the Civil Code of the Russian Federation, the Federal Law "On Limited Liability Companies", the Federal Law "On the Basics of Tourist Activities in the Russian Federation" and other legislation of the Russian Federation.
1.2. Organizational and legal form and name of the legal entity.
1.2.1. Organizational and legal form of a legal entity: limited liability company.
1.2.2. Full corporate name: Limited Liability Company "Tourist Company".
1.2.3. Abbreviated corporate name: LLC "Tourist company".
1.3. The limited liability company "Travel company" is hereinafter referred to as the "company" in the text of this charter.
1.4. The location of the company. The sole executive body of the company, the General Director, is located at this address.
1.5. 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.
1.6. Members of the company who have not fully paid for the shares are jointly and severally liable for the obligations of the company within the value of the unpaid part of the share of each of the participants in the company.
1.7. 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.
1.8. The company is considered to be created as a legal entity from the moment of its state registration. The society is created without any time limit.
1.9. The Company has the right to open bank accounts on the territory of the Russian Federation and abroad in accordance with the established procedure.
1.10. The company has a round seal containing its full corporate name in Russian and an indication of the location of the company.
1.11. The company has the right to have stamps and letterheads with its own company name, its own logo, as well as a trademark registered in the prescribed manner and other means of individualization.
1.12. Members of the company can be both Russian and foreign legal entities and individuals.
1.13. The company maintains a list of members of the company indicating information about each member of the company, the size of his share in the charter capital of the company and its payment, as well as the size of the shares owned by the company, the dates of their transfer to the company or acquisition by the company. The company is obliged to ensure the maintenance and storage of the list of participants in the company in accordance with the requirements of the Federal Law "On Limited Liability Companies" from the moment of state registration of the company.
1.14. The person performing the functions of the sole executive body of the company ensures that the information on the company's participants and on their shares or parts of shares in the authorized capital of the company, on the shares or parts of shares owned by the company, the information contained in the Unified State Register of Legal Entities, and notarized transactions on the transfer of shares in the authorized capital of the company, which became known to the company.
1.15. Each member of the company is obliged to inform the company in a timely manner about changes in information about his name or name, place of residence or location, as well as information about his shares in the authorized capital of the company. In the event that a member of the company fails to provide information about the change in information about itself, the company shall not be liable for the losses caused in this connection.
1.16. The company and the company participants who have not notified the company about the change in the relevant information shall not have the right to refer to the discrepancy between the information specified in the list of company participants and the information contained in the Unified State Register of Legal Entities in relations with third parties that acted only taking into account the information specified in the list of participants society.
1.17. In the event of disputes regarding the discrepancy between the information specified in the list of participants in the company and the information contained in the Unified State Register of Legal Entities, the right to a share or part of a share in the authorized capital of the company is established on the basis of information contained in the Unified State Register of Legal Entities. the occurrence of disputes over the inaccuracy of information about the ownership of the right to a share or part of a share contained in the Unified State Register of Legal Entities, the right to a share or a part of a share is established on the basis of an agreement or other document confirming that the founder has the right to a share or part of a share.
2. SUBJECT AND OBJECTIVES OF THE ACTIVITY
2.1. The objectives of the company are to expand the market for goods and services, as well as to make a profit.
2.2. To achieve the above goals, the company, in accordance with the legislation of the Russian Federation, carries out the following activities:
2.3. The company may carry out other types of activities and provide other services to individuals and legal entities in various areas of economic and production activities, if they do not contradict the legislation.
2.4. All of the listed activities are carried out by the company in accordance with the legislation of the Russian Federation:
2.4.1. In order to protect the rights and legitimate interests of citizens and legal entities to carry out tour operator activities, the company concludes a civil liability insurance contract for non-fulfillment or improper fulfillment of obligations under an agreement on the sale of a tourist product or a bank guarantee for the fulfillment of obligations under an agreement on the sale of a tourist product (hereinafter also - financial security ).
2.4.2. Enter information on the implementation of tour operator activities by the company on the territory of the Russian Federation into the Unified Register of Tour Operators.
2.5. Certain types of activities, the list of which is determined by federal law, can be carried out by a company only on the basis of a special permit (license). If the conditions for granting a special permit (license) to carry out a certain type of activity provide for the requirement to carry out such an activity as exclusive, the company, during the validity period of the special permit (license), shall be entitled to carry out only the types of activity provided for by the special permit (license) and related activities.
2.6. The Company carries out foreign economic activity in accordance with the legislation of the Russian Federation.
3. RESPONSIBILITY OF THE COMPANY
3.1. The company is responsible for its obligations with all property belonging to it.
3.2. The company is not responsible for the obligations of the participants.
3.3. In the event of the insolvency (bankruptcy) of the company through the fault of its participant 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, the said participant or other persons in the event of insufficiency of the company's property may be assigned subsidiary liability for his obligations.
3.4. The Russian Federation, the constituent entities of the Russian Federation and municipal formations are not responsible for the obligations of the company, just as the company is not responsible for the obligations of the Russian Federation, the constituent entities of the Russian Federation, municipalities and is not responsible for the obligations of its participants.
4. BRANCHES AND REPRESENTATIVE OFFICES OF THE COMPANY
4.1. The company may create branches and open representative offices by decision of the General Meeting of Members of the Company, adopted by a majority of at least two-thirds of the votes of the total number of votes of members of the company.
4.2. The branch and representative office of the company are not legal entities and act on the basis of the regulations approved by the company. The branch and the representative office are endowed with the property that created them by the company.
4.3. The heads of the branches and representative offices of the company are appointed by the company and act on the basis of its power of attorney.
4.4. Branches and representative offices of the company carry out their activities on behalf of the company that created them. The responsibility for the activities of the branch and representative office of the company is borne by the company that created them.
5. SUBSIDIARY AND DEPENDENT COMPANY
5.1. The company may have subsidiaries and dependent economic companies with the rights of a legal entity. The grounds on which a company is recognized as a subsidiary (dependent) are established by law.
5.2. The subsidiary is not liable for the debts of the parent company. The parent company, which has the right to issue instructions binding on it to the subsidiary, shall be jointly and severally liable with the subsidiary for transactions concluded by the latter in pursuance of such instructions.
5.3. In the event of the insolvency (bankruptcy) of the subsidiary through the fault of the main business company, the latter bears subsidiary liability for its debts in the event of insufficient property of the subsidiary. Members of a subsidiary have the right to demand compensation from the parent company for losses caused through its fault to the subsidiary.
6. RIGHTS OF THE COMPANY MEMBERS
6.1. The members of the company have the right:6.2. In addition to the above rights, by the unanimous decision of the General Meeting of Participants, the participant (participants) may be granted other (additional) rights, which, in the event of the alienation of his share or part of the share, do not transfer to the acquirer of the share or part of the share.
7. OBLIGATIONS OF THE COMPANY MEMBERS
7.1. The members of the society are obliged:7.2. The members of the company also bear other obligations stipulated by the Federal Law “On Limited Liability Companies”, this Charter and the General Meeting of Participants. Additional obligations imposed on a certain member of the company, in the event of alienation of his share or part of the share, do not transfer to the acquirer of the share or part of the share.
7.3. For non-fulfillment of obligations, the participant is responsible in the manner determined by the legislation of the Russian Federation.
8. AUTHORIZED CAPITAL OF THE COMPANY. SHARES IN THE AUTHORIZED CAPITAL OF THE COMPANY
8.1. The authorized capital of the company is set at 10,000 rubles 00 kopecks.
8.2. The authorized capital of the company is made up of the par value of the shares acquired by the participants.
8.3. The authorized capital of a limited liability company at the time of registration of the company was paid by its participants in full (100%) in the amount of 10,000 rubles 00 kopecks in monetary funds in the currency of the Russian Federation.
8.4. The authorized capital determines the minimum size of the company's property that guarantees the interests of its creditors.
8.5. It is not allowed to release a company participant from the obligation to pay for a share in the charter capital of the company, including by offsetting claims against the company.
8.6. The actual value of the share of a participant in the company corresponds to a part of the value of the net assets of the company, proportional to the size of his share.
8.7. Payment for shares in the authorized capital of a company can be carried out in money, securities, other things or property rights or other rights that have a monetary value.
8.8. The monetary value of the non-monetary payment for the share in the charter capital of the company contributed by the company participant and third parties accepted into the company shall be approved by the decision of the General Meeting of Company Participants, which is unanimously adopted by all company participants.
8.9. In case of termination of the company's right to use the property before the expiration of the period for which such property was transferred to the company for use to pay for the share in the authorized capital, the member of the company who transferred the property is obliged to provide the company, upon its request, with monetary compensation equal to the payment for the use of the same property. on similar terms for the remainder of the term. Monetary compensation must be provided in a lump sum within 30 days from the moment the company submits a demand for its provision. Such a 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 as payment for a share in the authorized capital the right to use the property, which was terminated ahead of schedule.
8.10. The property transferred by a participant excluded or withdrawn from the company for use by the company as payment for a share in the authorized capital remains in the use of the company during the period for which it was transferred.
8.11. An increase in the authorized capital of a company is allowed after full payment of all its shares.
8.12. 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 member of the company, and (or) at the expense of contributions of third parties accepted in the company. The procedure for increasing the authorized capital is carried out in accordance with Articles 18, 19 of the Federal Law "On Limited Liability Companies".
8.13. The company has the right, and in cases stipulated by the Federal Law "On Limited Liability Companies" - is obliged to reduce its authorized capital.
8.14. A decrease in the authorized capital of a company can be carried out by reducing the par value of the shares of all members of the company in the authorized capital of the company and (or) canceling the shares owned by the company.
8.15. The company is not entitled to reduce its charter capital if, as a result of such a decrease, its size becomes less than the minimum size of the charter capital determined in accordance with the Federal Law "On Limited Liability Companies" as of the date of submission of documents for state registration of the relevant changes in the charter of the company, and in cases where, in accordance with the Federal Law "On Limited Liability Companies", the company is obliged to reduce its authorized capital, - as of the date of state registration of the company.
8.16. The procedure for reducing the authorized capital is carried out in accordance with Article 20 of the Federal Law "On Limited Liability Companies".
9. TRANSFER OF SHARE (PART OF SHARE) OF A MEMBER OF THE COMPANY IN THE AUTHORIZED CAPITAL OF THE COMPANY TO OTHER MEMBERS OF THE COMPANY AND THIRD PARTIES. WITHDRAWAL FROM THE SOCIETY
9.1. The transfer of a share or part of a share in the authorized capital of a company to one or several members of this company or to third parties is carried out on the basis of a transaction, in the order of succession or on any other legal basis.
9.2. A participant in a company has the right to sell or otherwise alienate his share or part of a share in the authorized capital of the company to one or several members of this company. The consent of other members of the company or company for the conclusion of such a transaction is not required. Sale or otherwise alienation of a share or part of a share in the authorized capital of the company to third parties is allowed with the consent of other members of the company.
9.3. The share of a member of the company may be alienated until its full payment only in the part in which it was paid.
9.4. Members of the company enjoy the pre-emptive right to purchase a share or part of a share of a company participant at the price of the offer to a third party or at a price different from the offer price to a third party and a price predetermined by the charter of the company (hereinafter - the price predetermined by the charter) in proportion to the size of their shares. The assignment of pre-emptive rights to purchase a share or part of a share in the authorized capital of a company is not allowed.
9.5. A member of the company intending to sell his share or part of his share in the authorized capital of the company to a third party is obliged to notify in writing the other members of the company and the company itself by sending through the company at its own expense an offer addressed to these persons and containing an indication of the price and other terms of sale ... An offer for the sale of a share or part of a share in the authorized capital of a company shall be deemed to have been received by all participants in the company at the time of its receipt by the company. At the same time, it can be accepted by a person who is a member of the company at the time of acceptance, as well as by the company in cases stipulated by the Federal Law "On Limited Liability Companies". An offer is considered not received if, no later than the day of its receipt by the company, a member of the company received a notice of its withdrawal. The revocation of an offer to sell a share or part of a share after it has been received by the company is allowed only with the consent of all members of the company. Members of the company have the right to use the preemptive right to purchase a share or part of a share in the authorized capital of the company within thirty days from the date of receipt of the offer by the company. the entire share offered for sale or not all of the share offered for sale, other members of the company may exercise their preemptive right to purchase a share or part of a share in the authorized capital of the company in the corresponding part in proportion to the size of their shares within the remaining part of the period for exercising their preemptive right to purchase a share or part of a share ...
9.6. The pre-emptive right to purchase a share or part of a share in the authorized capital of a company from a participant terminates on the day:
9.7. If, within thirty days from the date of receipt of the offer by the company, the members of the company do not use the preemptive right to purchase a share or part of a share in the authorized capital of the company offered for sale, including those resulting from the use of the preemptive right to purchase not the entire share or not all part of the share or refusal of individual members of the company from the preemptive right to purchase a share or part of a share in the authorized capital of the company, the remaining share or part of the share can be sold to a third party at a price that is not lower than the price set in the offer for its participants, and on the conditions that were communicated to him to the participants.
9.8. Shares in the authorized capital of the company are transferred to the heirs of citizens and to the legal successors of legal entities that were participants in the company, with the consent of the other participants in the company. to the participants of a liquidated legal entity - a company participant, the owner of the property of a liquidated institution, a state or municipal unitary enterprise - a company participant, the actual value of a share or part of a share, determined on the basis of the company's financial statements for the last reporting period preceding the day of the death of a company participant, the day of completion of the reorganization, or liquidation of a legal entity, or, with their consent, give them property in kind of the same value.
9.9. When a share or part of a share in the authorized capital of a company is sold at a public auction, the rights and obligations of a member of the company for such a share or part of a share are transferred with the consent of the members of the company.
9.10. A transaction aimed at the alienation of a share or part of a share in the authorized capital of a company is subject to notarization, except for cases established by law.
9.11. A share or part of a share in the authorized capital of a company is transferred to its acquirer from the moment of notarization of a transaction aimed at alienating a share or part of a share in the authorized capital of a company, or in cases that do not require notarization, from the moment of making appropriate changes to the Unified State Register of Legal Entities on the basis of documents of title.
9.12. The acquirer of a share or part of a share in the authorized capital of the company shall transfer all the rights and obligations of a participant in the company that arose before the transaction aimed at alienating the specified share or part of the share in the authorized capital of the company, or before another reason for its transfer arises, with the exception of additional rights and additional responsibilities. A company participant who has alienated his share or part of a share in the authorized capital of the company bears the obligation to the company to make a contribution to the property that arose before the transaction aimed at alienating the specified share or part of the share in the authorized capital of the company, jointly and severally with its acquirer.
9.13. If the consent of the company's participants to the transfer of a share or part of a share, provided for in accordance with clause 9.9 of this Charter, has not been received, the share or part of the share shall be transferred to the company on the day following the expiration date established by the charter of the company for obtaining such consent of the company's participants. In this case, the company is obliged to pay the person who acquired a share or a part of a share in the authorized capital of a company at a public auction, the actual value of a share or a part of a share, determined on the basis of the company's financial statements for the last reporting period preceding the day of acquiring a share or a part of a share at a public auction , or, with their consent, give them property in kind of the same value.
9.14. In the event that a member of the company leaves the company in accordance with clauses 9.18 - 9.20 of this charter, his share is transferred to the company. The company is obliged to pay to the company participant who has filed 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 company's financial statements for the last reporting period preceding the day of filing the application for withdrawal from the company, or, with the consent of this company participant, issue to him in kind property 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. The company is obliged to pay to the participant 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. Provisions establishing a different period or procedure for payment of the actual value of a share or part of a share may be provided for by the charter of the company at its establishment, when amendments are made to the charter of the company by a decision of the general meeting of the company's participants, adopted unanimously by all members of the company. The exclusion of these provisions from the company's charter is carried out by decision of the General Meeting of Members of the Company, adopted by two-thirds of votes of the total number of votes of members of the company.
9.15. The share or part of the share passes to the company from the date:
- receipt by the company of the demand of a participant in the company for its acquisition
- the company receives an application from a company participant to quit the company, if the right to quit the company participant is provided for by the charter of the company
- expiration of the term for payment of a share in the authorized capital of a company or provision of compensation provided for in paragraph 3 of Article 15 of the Federal Law "On Limited Liability Companies"
- entry into legal force of a court decision on the exclusion of a company participant from the company
- receiving from any member of the company a refusal to give consent to transfer a share or part of a share in the authorized capital of a company to the heirs of citizens or legal successors of legal entities that were members of the company, or to transfer such a share or part of a share to the founders (participants) of a liquidated legal entity - a member of the company, the owner of the property of a liquidated institution, a state or municipal unitary enterprise - a member of the company, or a person who has acquired a share or part of a share in the authorized capital of a company at a public auction
- payment by the company of the actual value of the share or part of the share belonging to the member of the company, at the request of its creditors.
9.16. Documents for state registration of the relevant changes must be submitted to the body that carries out the state registration of legal entities within a month from the date of transfer of a share or part of a share to the company. These changes become effective for third parties from the moment of their state registration.
9.17. The company is obliged to pay the actual value of the share or part of the share in the authorized capital of the company or to issue in kind property of the same value within one year from the date of the transfer to the company of the share or part of the share. The actual value of a share or part of a share in the authorized capital of a company is paid out of the difference between the value of the company's net assets 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.
9.18. A company participant has the right to withdraw from the company by alienating a share to the company, regardless of the consent of its other participants or the company.
9.19. Withdrawal of the company's members from the company, as a result of which there is no participant left in the company, as well as the withdrawal of the only member of the company from the company is not allowed.
9.20. The withdrawal of a member of the company from the company does not relieve him of the obligation to the company to make a contribution to the property of the company, which arose before the application for withdrawal from the company was submitted.
10. GOVERNANCE IN SOCIETY
10.1. The supreme body of the company is the General Meeting of Members of the Company. The general meeting of the company's participants can be regular or extraordinary.
10.2. All members of the company have the right to attend the General Meeting of Members of the Company, take part in the discussion of issues on the agenda and vote when making decisions.
10.3. Each member of the company has at the General Meeting of Participants of the Company the number of votes proportional to his share in the authorized capital of the company, except for the cases stipulated by the Federal Law “On Limited Liability Companies”.
10.4. The management of the company's current activities is carried out by the sole executive body of the company. The sole executive body of the company is accountable to the General Meeting of Participants of the Company.
10.5. Once a year, the company holds a regular General Meeting of Participants. The Annual General Meeting of Participants is held no earlier than 2 months and no later than 4 months after the end of the financial year. The next General Meeting of the Company Members is convened by the executive body of the Company.
10.6. The competence of the General Meeting of Members of the Company includes:
- determination of the main directions of the company's activities, as well as making decisions on participation in associations and other unions of commercial organizations
- changes in the charter of the company, including changes in the size of the charter capital of the company
- the formation of the executive bodies of the company and the early termination of their powers, as well as the decision to transfer the powers of the sole executive body of the company to the manager, approval of such a manager and the terms of the contract with him
- election and early termination of powers of the audit commission (auditor) of the company
- approval of annual reports and annual balance sheets
- making a decision on the distribution of the company's net profit among the company's participants
- approval (adoption) of documents regulating the internal activities of the company (internal documents of the company)
- making decisions on the placement of bonds and other equity securities by the company
- appointment of an audit, approval of the auditor and determination of the amount of payment for his services
- making a decision on reorganization or liquidation of a company
- appointment of a liquidation commission and approval of liquidation balance sheets
- making decisions on the establishment of branches and representative offices
- approval of regulations on branches and representative offices of the company
- appointment of heads of branches and representative offices of the company
- Election of the Secretary of the General Meeting of Participants
- making a decision on the transfer of disputes between the company and third parties for consideration by arbitration courts
- determination of a company participant who signs an agreement on behalf of the company with the sole executive body of the company
- solution of other issues stipulated by the legislation of the Russian Federation.
10.7. Issues attributed to the exclusive competence of the General Meeting of Members of the Company cannot be delegated to them for decision by the executive bodies of the Company, the Board of Directors of the Company, with the exception of cases stipulated by the Federal Law “On Limited Liability Companies”.
10.8. Decisions on the issues specified in subparagraphs 1 - 9, 11 - 18 of paragraph 10.6 of Article 10 of this Charter, as well as on other issues determined by the charter of the company, are taken by a majority of at least 2/3 votes of the total number of votes of the participants in the company (if a larger number votes for making such a decision are not provided for by the Federal Law "On Limited Liability Companies").
10.9. Decisions on the issues specified in subparagraph 10 of paragraph 10.6 of Article 10 of this Charter are taken by all members of the company unanimously.
10.10. Decisions on other issues are made by the General Meeting by a majority of votes of the total number of votes of the company's participants, unless the need for a larger number of votes to make such decisions is provided for by the Federal Law “On Limited Liability Companies”.
10.11. In a company consisting of one participant, decisions on issues related to the competence of the General Meeting of Participants are made by the only participant individually and are drawn up in writing. At the same time, the provisions of Articles 34, 35, 36, 38 and 43 of the Federal Law "On Limited Liability Companies" are not applied, with the exception of the provisions concerning the timing of the annual General Meeting of Participants of the Company.
10.12. In the event of an increase in the number of members of the company, decisions on all issues of the company's activities are made by the General Meeting of Members of the Company.
11. SINGLE EXECUTIVE BODY OF THE COMPANY (DIRECTOR)
11.1. The sole executive body of the company (General Director) is elected by the General Meeting of Members of the Company for a period of 5 (five) years. The sole executive body of a company may also be elected not from among its participants.
11.2. The agreement between the company and the person performing the functions of the sole executive body of the company is signed on behalf of the company by the person who presided over the General meeting of the company's participants, at which the person performing the functions of the sole executive body of the company was elected, or by the company participant authorized by the decision of the General meeting of the company's participants.
11.3. Only an individual can act as the sole executive body of a company.
11.4. General director of the company:
- acts on behalf of the company without a power of attorney, including representing its interests and concluding transactions
- issues powers of attorney for the right of representation on behalf of the company, including powers of attorney with the right of substitution
- issues orders on the appointment of employees of the company, on their transfer and dismissal, applies incentive measures and imposes disciplinary sanctions
- represents society in relations with any Russian and foreign citizens and legal entities
- ensures the implementation of plans for the activities of the company, concluded contracts
- approves the rules, procedures and other internal documents of the company, with the exception of documents the approval of which is within the competence of the General Meeting of Members or the Board of Directors
- prepares materials, projects and proposals on issues submitted for consideration by the General Meeting of Participants or the Board of Directors
- approves the staffing table of the company, its branches, representative offices, separate divisions
- opens settlement, currency and other accounts of the company in banking institutions
- exercises other powers that are not attributed by the Federal Law "On Limited Liability Companies", by this charter of the company to the competence of the General Meeting of Members of the Company.
11.5. The sole executive body of the company must act in the interests of the company in good faith and reasonably.
11.6. The sole executive body of the company is liable to the company for losses caused to the company by its guilty actions (inaction), unless other grounds and the amount of liability are established by federal laws.
11.7. When determining the grounds and amount of liability of the sole executive body of the company, the usual conditions of business turnover and other circumstances relevant to the case must be taken into account.
11.8. If, in accordance with the provisions of this article, several persons bear responsibility, their responsibility to society is joint and several.
11.9. With a claim for compensation for losses caused to the company by the sole executive body of the company, the company or its participant has the right to go to court.
12. DISTRIBUTION OF THE COMPANY'S PROFIT BETWEEN THE COMPANY'S MEMBERS
12.1. The company has the right to make a decision on the distribution of its net profit among the members of the company on a quarterly basis, once every six months or once a year. The decision on determining the part of the company's profits to be distributed among the company's participants is taken by the General Meeting of the company's participants.
12.2. The part of the company's profits intended for distribution among the participants is distributed in proportion to their shares in the authorized capital of the company.
12.3. The company is not entitled to make a decision on the distribution of its profits between the participants in the company:
13. AUDIT CHECKING OF THE COMPANY
13.1. To check and confirm the correctness of the annual reports and balance sheets of the company, as well as to check the state of current affairs of the company, it has the right, by decision of the General Meeting of Participants of the Company, to engage a professional auditor who is not related to property interests with the company, a person acting as the sole executive body of the company, and participants society.
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