A sample of the completed form memorandum of association. Memorandum of Association download the form. Partnership management. general meeting of participants

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Memorandum of association
about the creation and activities of the society
with limited liability

_________________________________________________________________________
(full name)
(example)

"" ____________ 20__

We,_________________________________________________________________
(full name of legal entities:

surname, name, patronymic of individuals)

hereinafter referred to as the "Participants", on the basis of the Civil Code of the Russian Federation, Federal Law No. 14-FZ of February 8, 1998 "On Limited Liability Companies" have concluded this Agreement as follows:

Article 1. Subject of the Agreement
1.1. Participants, on the basis of pooling their contributions, undertake to establish a Limited Liability Company
_________________________________________________________________________
(full name)
(hereinafter referred to as the "Company").
1.2. Participants undertake to make contributions in accordance with the terms of this Agreement and the Articles of Association of the Company. The parties shall bear the costs of establishing the Company in proportion to their shares in the charter capital.

Article 2. Name and location of the Company
2.1. Full name of the Company: Limited
private responsibility ________________________________________________.
Abbreviated name of the Company: in Russian
OOO_____________________________________________________________________.
2.2. Location of the Company: ___________________________________,
2.3. Postal address of the Company: ___________________________________.

Article 3. Purpose of creation and subject of activity
3.1. The main purpose of the creation of the Society is to extract
arrived _________________________________________________________________
_________________________________________________________________________
3.2. The subject of the Company's activities is determined by the Charter of the Company.

Article 4. Legal status of the Company
4.1. The Company has the rights of a legal entity from the moment of its state registration in accordance with the established procedure, has settlement and other accounts in banking institutions, a seal and a stamp with its name and an indication of the location of the Company, standard forms, a trademark and service marks.
4.2. The Company owns separate property recorded on its independent balance sheet, can acquire and exercise property and personal non-property rights on its own behalf, incur obligations, be a plaintiff and defendant in court and arbitration.
4.3. The Company has civil rights and bears civil obligations necessary for the implementation of any types of activities not prohibited by federal laws, in accordance with the purpose and subject of activity specified in the Charter of the Company.
4.4. The Company shall be liable for its obligations with all its property.
4.5. The Company is not liable for the obligations of its members.
4.6. 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 contributions.
Members of the Company who have not fully contributed to the charter capital of the Company shall be jointly and severally liable for its obligations within the value of the unpaid part of the contribution of each of the members of the Company.
4.7. In case of insolvency (bankruptcy) of the Company due to the fault of its participants or through the fault of other persons who have the right to give instructions binding on the Company or otherwise have the opportunity to determine its actions, the said participants or other persons in case of insufficiency of the Company's property may be assigned subsidiary liability for his obligations.
4.8. The Russian Federation, constituent entities of the Russian Federation and municipalities are not liable for the obligations of the Company, just as the Company is not liable for the obligations of the Russian Federation, constituent entities of the Russian Federation and municipalities.

Article 5. The authorized capital of the Company. Shares of participants in the authorized capital. Contributions of participants to the authorized capital
5.1. The participants determine the authorized capital of the Company in the amount of
_________________________________________________________________________
5.2. The authorized capital of the Company is divided into shares, which are expressed
corresponding percentage in the authorized capital of the Company.
The size of the shares of participants are:
_________________________________________________________________________
_________________________________________________________________________
_________________________________________________________________________
5.3. The actual value of the share of a member of the Company corresponds to the part of the value of the net assets of the Company, proportional to the size of its share.
5.4. Members of the Company must pay at least 50% of the authorized capital at the time of registration of the Company; during the year of the Company's activity, 100% of the authorized capital must be paid.
5.5. In case of incomplete payment of the authorized capital of the Company within a year from the date of its state registration, the Company must either declare a decrease in its authorized capital to the amount actually paid and register its reduction in the prescribed manner, or make a decision on the liquidation of the Company.
5.6. A contribution to the authorized capital of the Company may be money, securities, other things or property rights, or other rights having a monetary value.
The monetary value of non-monetary contributions to the authorized capital of the Company, made by the Company's members and third parties accepted into the Company, is approved by the decision of the general meeting of the Company's members, adopted by all members of the Company unanimously.
5.7. It is not allowed to release a member of the Company from the obligation to make a contribution to the authorized capital of the Company, including by offsetting claims against the Company.
5.8. The Company issues to each participant after the latter has made his contribution to the authorized capital in full, a contribution assessment report signed by all participants and certified by the Company, confirming the right of the participant to a share in the authorized capital of the Company. Copies of the acts, as well as the renewal of the act in case of its loss, are issued to participants for a fee. 5.9. The share of the Member of the Company, who has not made a full contribution to the authorized capital of the Company in due time, shall be transferred to the Company. At the same time, the Company is obliged to pay the member of the Company the actual value of a part of his share, proportional to the part of the contribution made by him, or, with the consent of the member of the Company, to give him property of the same value in kind.

Article 6. Rights and obligations of the members of the Company
6.1. Members of the Society have the right:
participate in the management of the affairs of the Company in the manner prescribed by the current legislation, as well as the constituent documents of the Company;
receive information on all issues related to the activities of the Company; get acquainted with his account books, other documents of the Company and property on the balance sheet of the Company;
take part in the distribution of profits from the activities of the Company;
sell or otherwise assign its share in the authorized capital of the Company or its part to one or more members of the Company, the Company itself or third parties in the manner prescribed by the Charter and this Agreement;
withdraw from the Company at any time, regardless of the consent of its other members;
to receive, in the event of liquidation of the Company, a part of the property remaining after settlements with creditors, or its value.
6.2. Additional rights:
6.2.1. Members of the Company enjoy the pre-emptive right to fulfill orders received by the Company, as well as to receive orders from the Company for the performance of work and the provision of services.
6.2.2. By decision of the general meeting of participants, all participants or a certain participant of the Company may be granted other additional rights.
6.2.3. Additional rights granted to a certain member of the Company, in the event of the alienation of his share (part of the share) to the acquirer of the share (part of the share), do not pass.
6.2.4. By decision of the general meeting of the Company's members, the additional rights of a member (members) of the Company may be terminated or limited.
6.3. Members of the Society are obliged:
comply with the provisions of the Charter and this Agreement, implement the decisions of the general meeting of the Company's participants;
make deposits in the manner, in the amount, in the composition and within the time limits stipulated by the legislation and this Agreement;
not to disclose confidential information about the activities of the Company;
provide the Company with the information necessary for its successful operation and provide any assistance to the Company in achieving its statutory goals;
refrain from actions that could cause moral or material harm to the Company or its members.
6.4. Additional responsibilities:
6.4.1. In the manner prescribed by the Charter of the Company, by decision of the general meeting of participants, all participants or a certain member of the Company may be assigned additional obligations.
6.4.2. Additional obligations imposed on a certain member of the Company, in the event of alienation of his share (part of the share) to the acquirer of the share (part of the share), do not pass.
6.4.3. Additional obligations may be terminated by decision of the general meeting of members of the Company in the manner prescribed by the Charter of the Company.

Article 7. Distribution of the Company's profit between the members of the Company
7.1. The Company has the right to annually decide on the distribution of its net profit among the members of the Company. The decision to determine the part of the Company's profit distributed among the members of the Company is made by the general meeting of the members of the Company.
7.2. The part of the Company's profit intended for distribution among its participants is distributed in proportion to their shares in the authorized capital of the Company.
7.3. Payments of part of the profits may, by decision of the general meeting of participants and with the consent of the participant, be made in goods and services produced or purchased by the Company. Prices for such goods and services must be the same for all members of the Company.
7.4. The payment of part of the profit to the participants is made no later than one month from the moment the general meeting of participants makes the relevant decision.
For the delay in the said payments, the Company pays the participant a penalty in the amount of 0.1% of the overdue amount for each day of delay, but not more than 20% of the entire part of the profit intended to be paid to this participant.
7.5. The General Meeting of Participants is not entitled to make a decision on the distribution of the Company's profits between the Company's Participants:
until full payment of the entire authorized capital of the Company;
before payment of the actual value of the share (part of the share) of a member of the Company in cases provided for by law;
if at the time of making such a decision the Company meets the signs of insolvency (bankruptcy) or if the indicated signs appear in the Company as a result of such a decision;
if at the time of such a decision, the value of the Company's net assets is less than its authorized capital and reserve fund or becomes less than their size as a result of such a decision;

7.6. The Company is not entitled to pay to the Company's members the profit, the decision on the distribution of which among the members of the Company has been made:
if at the time of payment the Company meets the signs of insolvency (bankruptcy) or if the said signs appear in the Company as a result of payment;
if at the time of payment the value of the net assets of the Company 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 the legislation.
Upon termination of these circumstances, the Company is obliged to pay the members of the Company the profit, the decision on the distribution of which among the members of the Company has been made.

Article 8. Bodies of the Society
8.1. The supreme body of the Society is the general meeting of participants, which manages the activities of the Society in accordance with the Charter of the Society.
Competence, work procedure and decision-making procedure of the general meeting are determined by the Charter of the Company.
8.2. Management of the current activities of the Company is carried out by the sole executive body of the Company - the General Director of the Company, who is elected by the general meeting of participants and acts on the basis of the Charter of the Company.
The competence of the General Director is determined by the Charter of the Company.
8.3. Control over the financial and economic activities of the Company is carried out by the audit commission (auditor).

Article 9. Withdrawal of a member of the Company from the Company
9.1. A member of the Company has the right to withdraw from the Company at any time, regardless of the consent of its other members or the Company.
9.2. If a member of the Company withdraws from the Company, his share shall be transferred to the Company from the moment of filing an application for withdrawal from the Company. At the same time, the Company is obliged, within six months from the end of the financial year during which the application for withdrawal from the Company was submitted, to pay to the member of the Company who submitted the application for withdrawal from the Company, the actual value of his share, determined on the basis of the data of the Company's financial statements for the year, during which the application for withdrawal from the Company was submitted, or, with the consent of the member of the Company, to give him property in kind of the same value, and in case of incomplete payment of his contribution to the authorized capital of the Company - the actual value of the part of his share proportional to the paid part of the contribution.
Payment is made to the bank account of the person leaving or, in the case of the issuance of property, according to the act of acceptance and transfer.
9.3. The actual value of the share of a member of the Company is paid out of the difference between the value of the net assets of the Company and the size of the authorized capital of the Company. If such a difference is not enough to pay the actual value of his share to the withdrawing member of the Company, the Company is obliged to reduce its authorized capital by the missing amount.

Article 10. Transfer of a share (part of a share) of a participant to other participants, the Company or third parties
10.1. A member of the Company has the right to sell or otherwise assign his share in the authorized capital of the Company or part of it to one or more members of this Company. The consent of other members of the Company to make such a transaction is not required.
10.2. Alienation of a participant's share (its part) to third parties is possible only if the other participants of the Company agree. Such consent is considered received if, within thirty days from the moment of contacting the members of the Company, a written consent of all members of the Company is received or a written refusal of consent is received from none of the members of the Company.
10.3. Members of the Company enjoy the pre-emptive right to purchase a share (part of a share) of a member of the Company at the offer price to a third party.
10.4. If other members of the Company did not use their preemptive right to purchase a share (part of a share), the Company itself has the preemptive right to purchase a share (part of a share).
10.5. A member of the Company who intends to sell his share (part of a share) to a third party is obliged to notify the other members of the Company and the Company itself in writing about this, indicating the price and other conditions for its sale.
In the event that the participants of the company and (or) the Company do not use the pre-emptive right to purchase the entire share (the entire part of the share) offered for sale, within a month from the date of such notification, the share (part of the share) may be sold to a third party at a price and for conditions communicated to the Company and its participants.
10.6. The share of a member of the Company may be alienated before its full payment only in the part in which it has already been paid.
10.7. Shares in the authorized capital of the Company are transferred to the heirs of citizens and successors of legal entities that were members of the Company, with the consent of the other members of the Company.
Refusal of consent to the transfer of a share entails the obligation of the Company to pay the heirs (successors) of the participant its actual value or (with their consent) to give them property in kind corresponding to such value.

Article 11. Reorganization and liquidation of the Company
The procedure for reorganization and liquidation of the Company is determined by the Charter of the Company.

Article 12 Notices
12.1. All notices to the Company or a participant related to this Agreement shall be sent in writing to the address of the recipient.
12.2. The sent notification is considered received and brought to the attention of the recipient on the day of its receipt. For telegrams, facsimile messages, the day of receipt of the Notification is the day of sending the telegram, facsimile message.
12.3. In the event of a change in the address of any of the participants, this participant must inform other participants about it.

Perhaps you are looking for an example document of the form "Constituent Documents" on this topic "Sample memorandum of association of a limited liability company name of the company" You can see this example of document content.

SAMPLE "Approved" by the general meeting of the Participants Minutes N __1__ dated "____" ________________20__5. FOUNDING AGREEMENT OF Limited Liability Company "name of the company" "name in Latin transcription" (if any) Citizens of the Russian Federation: Full name (passport: series, number, by whom and when issued, registration with index), List all Participants. Or: Legal entity(s): Legal form "Name" (legal address, settlement account in the "Name of the bank" of the MFO bank, correspondent account of the bank) represented by the Director (General Director, President, Representative, Founder etc.) Full name List all Founders. hereinafter referred to as the Participants have concluded this Agreement as follows: ARTICLE 1. In accordance with the Civil Code of the Russian Federation, adopted by the State Duma of the Russian Federation on October 21, 20__4. The Participants create a Limited Liability Company "Name of the Company", in Latin transcription "name in Latin transcription" (if any) hereinafter referred to as the "Company". Location of the Company: legal address of the Company. ARTICLE 2. The main goals of the Company's activities are: Making a profit by saturating the consumer market with goods and services. ARTICLE 3. The subject of the Company's activities is: - production and sale of consumer goods and products for industrial and technical purposes, including through its own distribution network; - performance of trade-purchasing, trade, intermediary, barter and other operations, opening of commercial commission shops and other trade enterprises; - commodity-intermediary services for the promotion of goods for export and import purchases, innovative activities; - provision of all types of consulting services related to the commercial and monetary and financial activities of clients, including representation of their interests both in Russian and foreign bodies and firms; - provision of intermediary trade, information and consumer services; - production and sale of building materials, including house-building materials; - design, construction, repair, operation of any civil, industrial and technical facilities; - construction and installation, operational, design, adjustment works, manufacture of joinery and furniture; - interior design of residential and industrial premises; - organization of tourism within the Russian Federation and abroad for citizens of the Russian Federation and foreign citizens, hotel services; - organizing cultural and educational activities, including organizations and conducting scientific and educational programs and events, including organizing popular science lectures, holding seminars and conferences, organizing training courses; - carrying out research and development work, development, replication, implementation and commercial use of domestic and foreign highly efficient types of equipment, machinery, technologies and materials; - production, procurement, processing and sale of agricultural products, both of their own production and purchased from organizations, institutions, citizens; - organizing the production of souvenirs on the basis of folk crafts; - development of software for all types of computer and electronic equipment; - implementation of scientific, technical, patent and economic information activities such as engineering, marketing, consulting; - work on the introduction of information and resource-saving technologies; - development and active participation in the implementation of commercial and non-commercial environmental programs of regions and enterprises; - development, manufacture and supply to consumers of experimental and serial samples of materials, technological processes, provision of services to the consumer in the implementation of developments; - work in the field of marketing, advertising, organization of foreign economic activity, export-import operations; - construction, equipment, reconstruction and operation of hotels, campsites, tourist camps and complexes, health-improving institutions in the Russian Federation and abroad for the organization of hotel services; - creation of independent trade enterprises, public catering points, storage facilities and storage bases for food and industrial products; - printing and publishing activities, including the release and sale of information, artistic advertising and commercial literature, periodicals and scientific and methodological publications; - production and sale of electronic computing systems and other equipment, their installation and maintenance; - development, adaptation, production and sale of software and hardware of various nature; - provision of information services on the basis of the created data bank of information and economic nature; - Advertising activity; - procurement, processing and sale of secondary raw materials, waste

Surprisingly, there is no such thing as a “memorandum of association” for a limited liability company as of July 1, 2009. However, there is the concept of "an agreement on the establishment of a company." We will tell you what is the difference between these wordings, and also how the charter differs from the memorandum of association.

Previously, a written agreement between the founders of the company was formulated as a constituent agreement of a legal entity and was a mandatory document of an LLC along with the charter.

Now, Article 11 of the Federal Law of February 8, 1998 No. 14-FZ " About limited liability companies» it is determined that the agreement on the establishment of the company is no longer the constituent document of the company. But despite this, the founders of the LLC are required to conclude it in writing (clause 5 of article 11 of the Federal Law No. 14) and store it (clause 1 of article 50 of the Federal Law No. 14-FZ).

Memorandum and Articles of Association of LLC

These documents have completely different status and purpose, however, they are often compared. For ease of comparison, we will make it in the form of a table.

Memorandum of Association of LLC, sample

So, what information should contain the correct memorandum of association, a sample of which we will give below?

1. Information about the founders of the company, which is indicated in the preamble. At the same time, when speaking about individuals, it is recommended to indicate, in addition to the last name, first name and patronymic, information about citizenship, passport data, date of birth and place of registration in the Russian Federation. About legal entities - company name, PSRN and TIN for a Russian legal entity, registration information for a foreign legal entity, location. In other words, information must be provided to accurately identify the parties to the agreement. It is obligatory to indicate the representatives of the founders and the grounds for their powers (charter, power of attorney).
2. Full or abbreviated corporate name of the organization being created. The legislator does not require mandatory mention of the name in the agreement, however, in the future - at the stage of preparing the Charter - such information will be strictly mandatory. In the agreement considered in the article, it will help to specify the subject of the agreement.
3. Location of the new company (actual or planned).
4. The amount of the authorized capital, which is determined in rubles and cannot be less than 10,000 rubles.
5. The size and nominal value of the share of each of the founders. A share is always a percentage or a fraction (the ratio of the value of the share of each founder to the authorized capital of the company as a whole). The nominal value is the amount in rubles.
6. The procedure and terms of payment of shares in the authorized capital. Payment for shares can be made in money, securities, other things, property or other rights having a monetary value. Monetary valuation of a non-monetary contribution to the authorized capital is carried out by an independent appraiser.
7. Information about the procedure for joint activities by the founders of the company to establish a company (for example, on holding meetings, elections, etc.).
8. Other information, the need to include which the founders agree (for example, on fines for non-payment of a share, the procedure for resolving disagreements).
9. Signatures of the parties or their representatives, as well as seals (if any) - are affixed, as a rule, at the end of the agreement, in a separate section.

Thus, the agreement of the founders on the creation of an LLC is recorded in the document on the establishment, and nothing more.

How to work with a document

As already mentioned, the described agreement - along with the minutes of the decision to establish an LLC - confirms the intention of the founders to create an LLC; discussed and adopted at the general meeting. Both individuals and legal entities can act as founders.

The document must be printed in the required number of copies (according to the number of founders), signed and distributed for storage to all participants. It does not require notarization.

This agreement is not amended regarding, for example, an increase in the authorized capital, etc. However, it will have to be adjusted if the share is alienated (sale, donation, inheritance) by the founder to a third party. In this case, he will confirm the legality of the acquisition of the share by the founder. Changes must be made and recorded in writing.

The agreement may be terminated by decision of the founders.

To demonstrate the above in the form of a document, here is a sample agreement on the establishment of an LLC between an individual and a legal entity.

Establishment of a commercial company is a set of measures to complete the necessary documents. Today, there is only one statutory document - this is the charter.

But, nevertheless, when creating an LLC, it is necessary to draw up other documentation. Among these documents is an agreement on the establishment of a Limited Liability Company.

Previously, this document was called the "constituent agreement". In essence, they are one and the same. Such an agreement is issued only in the case when the owner of the company is not the only one. Otherwise, it is unnecessary and meaningless.

Information on the content of the agreement on the establishment of an LLC

This article is aimed at explaining how to properly draft and execute this agreement. If it is incorrectly executed, there is a high risk of its invalidation in the future. But first things first.

So, a few people decided to open an LLC. A meeting has already been held and the conditions for the formation of the statutory fund and the share of profits earned in the future have been agreed. Now all this needs to be documented.

The main essence of the agreement lies in fixing the owners of the Company. His second role is to determine the procedure for each of the founders in the process of creating and registering a company.

The next thing that needs to be written in the text of the agreement is the actual size of the authorized capital of the company. In the same place it is necessary to indicate who, what part of it should be contributed. Moreover, it is necessary to indicate the order of making contributions, that is, their sequence. Do not forget about the need to determine the timing of the contributions.

Of course, it will also be necessary to provide for the case if, for some reason, some co-founder violates the terms of the contract. To do this, indicate the responsibility for violations. They are listed in a separate section. All requirements must be written clearly (without blurring).

The subject of this type of agreement is the creation and registration of LLC. If the subject is not specified, the agreement will be invalid. This document is signed by all co-owners of the company being opened.

The structure of the agreement on the establishment of an LLC

This agreement must be printed on A-4 size paper. You can highlight the mandatory required attributes of the document. This is the date of compilation, the city of signing, the name of the document and the presence of a preamble.

The preamble is the introductory part of the text. It lists all participants in the transaction. That is, the Surnames, First Names and Patronymics of all co-founders are given.

Then all the terms of the agreement are given. The text should be divided into sections, and those, in turn, into paragraphs. After the text, it is necessary to provide columns for the signatures of the participants. The number of copies must be no less than the number of co-owners of the Company.

Below is a standard form and a sample agreement on the establishment of an LLC, a version of which can be downloaded for free.

Approved
General meeting of founders
Protocol N [value ] from [ day month Year]

Treaty
on the establishment of a limited liability company
(this form is recommended for use in cases where the authorized capital of the company is paid in cash)

AND [ Full name and passport data - for individuals; full name and information on state registration - for legal entities], hereinafter referred to as the "Founders" ("Participants"), have concluded this agreement as follows:

1. The Subject of the Agreement

1.1. The founders undertake to create a Limited Liability Company [ company name] (hereinafter referred to as the Company).

2. Authorized capital

2.1. The size of the authorized capital of the Company is [ amount in numbers and words] rubles.

2.2. The authorized capital of the Company consists of the nominal value of the shares of the Company's members:

2.2.1. Share size [

Par value of the share [ Full name / name of the company's member] is [ amount in numbers and words] rubles.

2.2.2. Share size [ Full name / name of the company's member] in the authorized capital of the Company is [value] % of the authorized capital.

Par value of the share [ Full name / name of the company's member] is [ amount in numbers and words] rubles.

2.3. Payment for shares in the authorized capital of the Company is carried out in cash.

2.3.1. Each founder of the Company must pay in full its share in the authorized capital of the Company within [specify the period] from the moment of state registration of the Company. At the same time, the share of each founder of the Company must be paid at a price not lower than its nominal value.

2.3.2. In case of incomplete payment of the share in the authorized capital of the Company within the established period, the unpaid part of the share shall be transferred to the Company.

2.4. For failure to fulfill the obligation to pay for shares in the authorized capital of the Company, participants pay a penalty in the form of a penalty in the amount of [value]% of the value of the unpaid part of the share for each day of delay.

3. Rights, duties and responsibilities of the founders for the creation of a company

3.1. The founders of the Society are obliged:

Pay for shares in the authorized capital of the Company within the period established by this agreement on the establishment of the Company;

Approve the Articles of Association of the Company;

Elect management and control bodies of the Company;

Perform other actions related to the establishment of the Company.

3.2. The founders of the Society have the right:

Make decisions on all issues related to the establishment of the Society;

To take part in the development of the draft Charter and the agreement on the establishment of the Society;

Exercise other rights provided for by applicable law.

3.3. The founders of the Company shall be jointly and severally liable for obligations related to the establishment of the Company and arising prior to its state registration. The Company shall be liable for the obligations of the founders of the Company related to its establishment, only in the event of subsequent approval of their actions by the General Meeting of Members of the Company. At the same time, the amount of the Company's liability in any case cannot exceed one-fifth of the Company's paid-in authorized capital.

3.4. In the event of insufficiency of the Company's property, the Company's members and an independent appraiser shall jointly and severally bear subsidiary liability for its obligations within the amount by which the valuation of the property contributed to the charter capital is overestimated within five years from the date of state registration of the Company or the relevant amendments to the Company's charter.

4. Final provisions

4.1. This Agreement is not a founding document of the Company.

4.2. In case of inconsistency between the provisions of the founding agreement and the provisions of the Charter of the Company, the provisions of the Charter of the Company shall prevail for third parties and Members of the Company.

5. Signatures of the founders

[for individuals - full name, full name, signature; for legal entities - position, full name, signature of the person authorized to sign the agreement on the establishment of the Company]