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Founding documents for societies withlimited liability are defined in a special law, which regulated the activities of legal entities with this organizational and legal form. Until mid-2009, the constituent documents were the charter and the memorandum of association. However, at present, the memorandum of association has lost its designated status, and the only constituent document for any LLC is the charter, which is submitted when the company is registered with the tax authorities. Calling the constituent documents other than those directly related to the current activity of the organization in the form of a limited liability company will be a mistake.

What is the charter of the LLC?

Charter of a Limited Liability Companyis the main document, which fixes the organizational and legal framework for the organization's activities. The charter contains information on the full, abbreviated name of the company, its location, description and authorities of the management bodies, information on the amount of the authorized capital, obligations and rights of the participants. A complete list of information that is necessarily included in this constituent document is fixed in a special federal law. The pages of the company's charter should be numbered, and the document itself - stitched and sealed with a company seal, signed by the sole executive body (director) or a notary.

What documents are not considered constituent for LLC?

To the constituent documents of the company withlimited liability sometimes erroneously include certificates issued by the tax inspectorate. These include the certificate of assignment of TIN, certificate of OGRN assignment, certificate of entry in the Unified State Register of Legal Entities. In addition, the minutes of the general meeting of the company's participants are not constitutive documents, although the most important decisions relating to the activities of the organization can be recorded in these protocols. On the same basis, the decisions of the sole founder, who fulfill the functions of the protocol in the companies with one participant, are not considered to be the constituent documents. The founding agreement is also sometimes made by the company's participants, but today it has the status of an ordinary civil-law agreement.