When opening an enterprise, a businessman must know for sure what types of constituent documents of a legal entity exist, because he will have to draw them up for a new company. There are not very many difficulties in this, and normative acts regulate what and in what order must be executed in order to conduct legal activities. If the entrepreneur does not want to do everything himself, the constituent documents of a legal entity can be provided to the bodies of state institutions by intermediaries, but the service costs money. Many people prefer to save money and figure it out on their own. One way or another, experience will not be superfluous, and the situation worries at times: changes are required in the constituent documents of a legal entity. Knowing the list of documentation is easy to understand what to correct and save.
general information
The constituent documents of a legal entity is a list of juridical documents required for the correct conduct of entrepreneurial activity. Guided by the standards of the adopted legislation. There are specialized lists for different categories of legal entities. They are designed for IP, LLC, other permitted organizational forms. It is the chosen form that determines which documentation should be drawn up as a matter of priority, which for a particular company will not be required at all.
How it works?
The fact that these are constituent documents of a legal entity is explained in detail and in detail in the Civil Code, article number 52. It is here that it is indicated that the UD is a set of all or part of the following documents:
- charter;
- an agreement signed by the founders, participating parties;
- position.
If a non-profit institution is opened, then the constituent document for the legal entity is the last paragraph of the listed list.
Basic requirements
Constituent documents of a legal entity is a set of documentation containing information:
- title;
- address (real location, yuradres);
- chosen form of activity;
- work goal (with reference to unitary, non-commercial legal entities);
- other data.
The last paragraph assumes specific categories of information declared by the Federal Law that apply to a specific organizational legal form of the enterprise.
Arrangements and Provisions
The constituent documents of a legal entity is an official way to declare under what conditions the founders decided to create a legal entity. Here it is necessary to mention all the obligations imposed on interested parties. The documentation, published in the form of an agreement on the establishment, lists the conditions for disposing of entrepreneurial property. Be sure to list the procedures for participating in the joint economic activity of a new company.
From the constituent document that is submitted to the State Institution when registering a legal entity, it follows by what rules in the future it will be possible to distribute the profits of the enterprise. Prescribe algorithms, rights of participants, accrual order. The possibility of obtaining losses by the company and the specifics of distributing it among the founders are being considered. Registration of changes made to the constituent documents of a legal entity is preceded by the sequence of exclusion from the founders of a certain person indicated in the DD. Be sure to indicate in what mode it is supposed to conduct management activities.
Everything is fixed!
Changes to the constituent documents of a legal entity, as well as the formation of new securities related to the organization of the enterprise, must be registered in the established manner. You will have to contact the state institution responsible for these issues. It is necessary to come here in case of liquidation of the enterprise. Currently, they are responsible for registration procedures in relation to securities of companies of state bodies of tax authorities. The changes to which the documentation is subjected are updated for external persons only after successful completion of the state registration procedure.
Many are afraid of the need to contact the tax authorities for such a service. Indeed, in earlier times, entrepreneurs were faced with numerous queues, documents were often deployed, and all had to be redone and wasted time. Many preferred to work with intermediaries. Nowadays, the tax inspectorate has its own website, the filing of documentation via the Internet has been established. It is convenient and simple.
LLC: features
The specifics of the activity of such an organizational form is declared in the relevant law adopted at the federal level and binding on all enterprises without exception in this form, bodies and authorities interacting with them. It follows from the law that UD does not imply the existence of a memorandum of association.
Participants can sign an agreement, but lawyers explain: the documentation will be used for internal, company’s own purposes, that is, it is classified as an internal document. It will not be superfluous to add to it data on the constituent shares characteristic of all those who participated in the enterprise. But before 2009 it was necessary to provide such information to the address of the registering state institutions, as it was mentioned in the requirements for the creation of the charter of the company.
Or is it necessary?
Many lists of documents recommended for submission to the registering government agency include:
- charter;
- official paper declaring the decision of the group on the creation of the company;
- certificate confirming the successful completion of registration procedures with the tax authority;
- certificate confirming the fact of state registration of legal entities.
IP: how will we work?
When planning to open a company of this form, you need to remember a number of specific requirements declared by applicable law. In particular, lawyers assure that the term UD is in principle not applicable to this form of activity. To start work, it is necessary to go through the state registration procedure, on the basis of which a certificate of the established form is issued. It is the only official paper declaring that the company has the right to exist and work.
Since there is no need for UD registration, many potential entrepreneurs make a decision in favor of this particular form of activity, especially at the moment when they just enter the market. The logic is as follows: if the venture is successful, you can always go through re-registration and get a new status.
Subtle moments
Certain situations may fall under specific provisions of the law, that is, be exceptions to the generally accepted rule. UD still have to be done if the company opens several IPs (two or more). In most cases, such business relationships require documentation. When collecting a package of papers, you need to take care of getting:
- list of obligations of participants;
- a list of the rights of each member;
- conditions to which joint economic activity will be subordinated.
Some features
In our country, there is a special model charter that has successfully passed the approval procedure of the Federal Tax Service. When developing UD for a specific enterprise, it will not be superfluous to study such a sample; perhaps it will be the most reasonable and correct way to build on it.It is enough to enter your own individual data, to adjust the items related to the features of the economic activity planned by the creators. The model charter does not contain names and addresses, values of authorized capitals, shares. This does not mean that the data can be hidden: they must be provided at the stage of making an entry in the list of legal entities of our state adopted at the federal level.
How else can you?
An alternative way is to create your own charter, individualized, tailored to the requirements of a particular situation. When deciding in favor of this option, you will have to prescribe:
- name;
- address;
- management procedure;
- additional data, the list of which is declared in force at the time of opening of the enterprise by laws.
Choosing a decision in favor of such a document, it is mandatory to indicate the subject of activity, goals, for the achievement of which the enterprise is created. The requirement applies only to non-profit legal entities.
When theory and practice went their separate ways ...
Often, the requirement to submit an UD involves a much wider list of documentation than is declared by applicable laws. In a number of cases, they request a TIN, demand to present the decision of the founders, a protocol documenting the course of the meeting of the founders. You have to submit a certificate confirming participation in the compulsory insurance program, PSRN or a notification from the statistical authority, indicating registration. Some require a USRIP, others require a notarized copy of an order confirming the appointment of a manager.
Most of the listed documentation is present in a single copy, at the enterprises they store it together with the charter, the agreement concluded by the founders. The listed list is usually requested by bank employees, if the company is going to open an account, tax authorities, when they help to open a separate division.
Goals and means
Specialized firms with some types of legal capacity at the stage of formation must indicate in the UD the goals, subjects of activity. This applies to non-profit, unitary, insurance, banking, exchange organizations. The goal is the result that is planned to be achieved. Subject - type of activity that is supposed to be conducted.