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Legal documents regulating the activities of the organization. Constituent documents of the travel agency Ready charter of the travel company project

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 Russian Federation, Federal Law On Limited Liability Companies dated February 8, 1998 N 14-FZ. as well as other current legislation. The company is considered to be established as a legal entity from the moment of its state registration according to established order.

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 participants is determined in accordance with the rules of Section 3 of these Articles of Association and in accordance with the current legislation.

1.3. Full corporate name of the Company in Russian:

Limited Liability Company NAME.

Abbreviated name of the Company in Russian: OOO NAME.

1.4. Location legal entity:

Russian Federation, Region, Settlement.

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 their shares in its charter capital.

1.7. The Company has complete economic independence, separate property, has an independent balance sheet, settlement and other, including currency, bank accounts in Russia and abroad, independently acts as a participant in civil transactions on its own behalf, acquires and exercises property and personal non-property rights, bears responsibilities, can act as a plaintiff and defendant in the judiciary.

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, these Articles of Association are amended to reflect information about 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, a service mark registered in the prescribed manner, and other details with symbols.

2. Legal capacity of the Company. The subject and goals of the activity

2.1. Society is commercial organization, pursuing as the main goal of its entrepreneurial activity extracting profit.

2.2. The Company has general civil legal capacity, has civil rights and bears civil obligations.

2.3. The company has the right to carry out types economic activity corresponding to its goals and objectives, and not contrary to the law.

2.4. The implementation of activities classified by the legislation as licensed is preceded by the receipt by the Company of the relevant license (licenses) in accordance with the procedure established by law.

If the conditions for granting a special permit (license) for the implementation a certain kind activities, there is a requirement to carry out such activities as exclusive, then the Company during the term of the license is entitled to carry out only the types of activities provided for by the license and related activities.

2.5. The Company is obliged to comply with applicable laws, correctly and timely make mandatory payments to the budget and extra-budgetary funds,

Download the full version of the LLC Charter 2015

Charter of LLC: features of the document and its sample

Since July 2009, a law has been in force in our country, according to which the Charter of an 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 be paid attention to when developing it? Let's look into this complex issue.

What is the charter of an LLC and why is it needed?

The charter of the organization is the founding document, the provisions of which regulate all the activities of your company. It is required not only for the registration of LLC. but also to determine the rules of relations between the participants of the LLC. This document is developed during the establishment of the Company, before the founders sign another document - the memorandum of association (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, general director, chief accountant, size authorized capital etc.).

Development of the charter of the organization

Given that the Articles of Association clearly spell out all the relationships between the members of the Society, its development should be taken seriously and the creation of this important document should be entrusted to an experienced lawyer who is well versed in the ups and downs of our legislation. He can prepare desired 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, because the "manual" work on the development of the charter is not so cheap. But you can still save. This will make a ready-made document template.

In order not to develop the Charter again, you can simply take a sample charter of an enterprise that has already been registered, and, making the necessary changes, according to the characteristics of your business, create your own Charter based on it. This is the simplest and affordable way solve the problem of developing a constituent document. Now on many resources, including ours, you can find a template for 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 it is not required to enter into the Articles of Association information about the participants in an LLC, 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 LLC data in the event of a change of participants (previously, in this case, changes had to be made to the Articles of Association as well). As for the content of the document itself, it is worth paying close attention to the fact that:

it is obligatory to have both the full and abbreviated name of the Company (if necessary, the name of the LLC is indicated on foreign language or languages of the peoples of the Russian Federation)

information about the location of the LLC is required (meaning the address)

it is also worth indicating the types of activities, although experts recommend supplementing this paragraph with the wording that the activities of the LLC will not be limited to the types and areas of activity indicated in the document

it is imperative to indicate the limits of competence of the governing bodies of the enterprise (here it is important to have a list of issues that can only be resolved by the general meeting of the Company's participants - if there are several of them)

there must be clear information on the size of the authorized capital of the LLC / share fund (but the size of the shares of participants and the methods of payment for these shares are not indicated)

all rights and obligations of the participants must be clearly stated

the procedure for exiting the Company and the procedure for transferring a share from one participant to another (if at all possible)

in addition, the rules for storing documentation, maintaining document management and the procedure for providing information about the LLC to third parties (if such a need arises) should be prescribed.

Registration of the Charter

Finding a sample LLC Charter today is not difficult. But do not forget that the finished document must be properly formatted. The revised and finished Charter is stitched, its pages are numbered, starting from the second (the title page is 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 applicant's surname, initials and signature, as well as the seal of the organization (it is only needed to amend the Charter, and cannot be stamped during initial registration).

Experts recommend that you issue not one, but two copies of the originals of the Charter, since some government agencies 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 head nor the seal is put on the sealing sheet.

LLC with one founder

You can download a sample charter of an LLC 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 sole founder of an LLC.

LLC with two (or more) founders

You can download a sample LLC charter 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 specifying whether it is possible for participants to freely withdraw from the Company and determine in advance the mechanism for protecting and alienating shares former founders. In addition, it is imperative to indicate the possibility for participants to exercise the pre-emptive 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 cost net assets or at face value).

It is also possible to provide for the possibility of alienating the share of the participant to third parties (this applies to inheritance or donation). But, most importantly, the determination of 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 can be downloaded from the link.

Charter changes

Although, under the current legislation, information about the founders is not included in the Charter of an LLC, there are situations when it is still necessary to make changes to 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 general meeting.

After the decision to make changes is made, they (changes) must be registered with the relevant state bodies. Only then will they come into force and be considered valid.

How to register the Articles of Association of LLC or amendments to the Articles of Association?

According to the law of our country, the registration of the Charter of an LLC (and amendments) 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 the state fee. The registration authority requires the applicant to:

protocol of the decision to establish an LLC with all the information (who decided, when, what authorized capital, who was appointed director, etc.)

application in the form of the Federal Tax Service, with the signature of the applicant certified by a notary

Charter

If you want to register changes to the Charter, then you need to submit to the registering authority: an application for amendments in the form of the Federal Tax Service:

protocol on amendments to the Articles of Association (it is drawn up if the LLC has two or more participants)

decision to make changes (provided if there is only one participant)

charter LLC 2014 in an updated version - with the introduction of all necessary changes(as a rule, two copies, one of which will then be returned with the stamp of the Federal Tax Service)

receipt for payment of state duty.

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 duty is paid on behalf of the applicant.

Note:

Taxation when trading abroad or How to calculate VAT

The calculation and payment of VAT on exports and imports has its own characteristics. Enterprises involved in the import and export of goods from the territory of Russia have a lot of questions about paying VAT at customs and tax deductions.

Charter of an LLC (download a standard sample of the charter of an LLC) for 2015

When establishing a company in the form of an LLC (open joint stock company), the charter of the LLC is the fundamental document.

The charter of an LLC is a constituent document that determines the procedure, as well as the conditions for the functioning 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, and 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 the year 2008, on December 30, Federal Law-312 "On Amendments to Part One of the Civil Code of the Russian Federation (CC RF) and Certain Legislative Acts of the Russian Federation" came into force.

According to this law, it was necessary to introduce the necessary amendments to 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 LLC:

1. The memorandum of association is excluded from the founding documents of an LLC. It is now possible to amend the charter of a limited liability company by voting. If the majority of participants support this change, it will take effect. At the same time, the majority of participants are at least two-thirds of the founders.

The only restriction in this case is a larger number of votes, which should be mentioned in the charter itself.

2. The charter of an LLC will no longer contain information about the full name 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 now 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 void and has no legal effect.

4. In order to protect creditors as much as possible, a restriction was established on the exit of participants in 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 does not have the right to leave the LLC. In order to protect the remaining members of an LLC, the right of a member to withdraw from an 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 prescribe a specific amount directly in the charter, thanks to which the LLC participants will be able to exercise their pre-emptive right to purchase a share or part of a share alienated by another member of the company.

6. Amendments were made regarding the payment of the authorized capital of the company in the event of its increase. More precisely formulated a number of rules that regulate the commission big deals inside the LLC and "outside its walls".

The charter of an LLC contains the following main sections:

General provisions

Legal status of the company

The purpose of establishing an LLC and types of activities

Branches and representative offices of the company

Subsidiaries and affiliates

The authorized capital of LLC. company property

Society members. Their rights and obligations

Management of a limited liability company

Sole executive body of the company

Maintaining a list of company members

Storage of documents LLC. The procedure for the provision of information by the company to members of the company and other persons

Reorganization and liquidation of LLC

Final provisions

In the upper right corner you can download the new 2013 LLC charter. The document, as an example, presents the charter of an LLC with one founder and the charter of an LLC with two founders (differences are marked in red).

Only the applicant signs the Charter of LLC 2011!

Charter LLC sample

revision 03.02.2015

Currently, only the Articles of Association of an LLC relate to constituent documents. Sample articles of incorporation. The one below is compiled in full compliance with the current legislation today. However, if time is more expensive for you, then please contact us. Complete this sample LLC charter with your 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 December 30, 2008.

You can order samples of filling out documents - Charters of an LLC establishment agreement, forms P11001, P13001, P14001 and much more right now. For prices, see the Price list in the top menu.

We can prepare for you the Articles of Association of LLC (and the entire set of documents for new company and many other documents) even without visiting our office, see ON-LINE SERVICES

You must also determine the fundamental points in the articles of association, 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.

Indicate also in the charter of the LLC the procedure for admission to and withdrawal from the membership.

Charter of LLC: features of the document and its sample

What is the charter of an LLC and why is it needed?

Development of the charter of the organization

Given that the Articles of Association clearly spell out all the relationships between the members of the Society, its development should be taken seriously and the creation of this important document should be entrusted to an experienced lawyer who is well versed in the ups and downs of our legislation. He will be able to prepare the necessary 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 “manual” work on the development of a charter is not so cheap. But you can still save. This will make a ready-made document template.

In order not to develop the Charter again, you can simply take a sample charter of an enterprise that has already been registered, and, making the necessary changes, according to the characteristics 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 for 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.

it is obligatory to have both the full and abbreviated name of the Company (if necessary, the name of the LLC in a foreign language or languages of the peoples of the Russian Federation is indicated)

information about the location of the LLC is required (meaning the address)

all rights and obligations of the participants must be clearly stated

the procedure for exiting the Company and the procedure for transferring a share from one participant to another (if at all possible)

Registration of the Charter

LLC with one founder

You can download a sample charter of an LLC with one founder here.

LLC with two (or more) founders

You can download a sample LLC charter 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 participants from the Company and predetermining the mechanism for protecting and alienating the shares of former founders. In addition, it is imperative to indicate the possibility for participants to exercise the pre-emptive 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).

Charter changes

After the decision to make changes is made, they (changes) must be registered with the relevant state bodies. Only then will they come into force and be considered valid.

How to register the Articles of Association of LLC or amendments to the Articles of Association?

protocol of the decision to establish an LLC with all the information (who decided, when, what authorized capital, who was appointed director, etc.)

application in the form of the Federal Tax Service, with the signature of the applicant certified by a notary

Charter

If you want to register changes to the Charter, then you need to submit to the registering authority: an application for amendments in the form of the Federal Tax Service:

protocol on amendments to the Articles of Association (it is drawn up if the LLC has two or more participants)

decision to make changes (provided if there is only one participant)

charter LLC 2014 in an updated version - with all the necessary changes (as a rule, two copies, one of which will then be returned with the stamp of the Federal Tax Service)

receipt for payment of state duty.

Note:

Taxation when trading abroad or How to calculate VAT

LLC Articles of Association Sample

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, Federal Law No. 14-FZ of February 8, 1998, on Limited Liability Companies. as well as other applicable legislation. The company is considered established as a legal entity from the moment of its state registration in the prescribed manner.

1.3. Full corporate name of the Company in Russian:

Limited Liability Company NAME.

Abbreviated name of the Company in Russian: OOO NAME.

1.4. Location of the legal entity:

Russian Federation, Region, Settlement.

1.5. The company was founded for an unlimited period.

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.

1.10. To ensure its activities, the Company has a round seal with its name, letterheads, may have a trademark, a service mark registered in the prescribed manner, and other details with symbols.

2. Legal capacity of the Company. The subject and goals of the activity

2.1. The Company is a commercial organization pursuing profit as the main goal of its entrepreneurial activity.

2.2. The Company has general civil legal capacity, has civil rights and bears 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 law.

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 activity as exclusive, then the Company during the term of the license is entitled to carry out only the types of activities provided for by the license and related activities.

2.5. The Company is obliged to comply with applicable laws, correctly and timely make mandatory payments to the budget and extra-budgetary funds,

Download the full version of the LLC Charter 2015

CHARTER

limited liability company – travel company

1. GENERAL PROVISIONS

1.1. Limited Liability Company "Travel Company" operates on the basis of the Civil Code of the Russian Federation, the Federal Law "On Limited Liability Companies", the Federal Law "On the Basics tourism 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: a limited liability company.

1.2.2. Full company name: Limited Liability Company "Tourist Company".

1.2.3. Abbreviated corporate name: Travel Company LLC.

1.3. Limited Liability Company "Travel Company" hereinafter referred to as the "company" in the text of this charter.

1.4. Location of the society. The sole executive body of the company, the General Director, is located at this address.

1.5. The participants of the company are not liable for its obligations and bear the risk of losses associated with the activities of the company, to the extent of the value of their shares.

1.6. Members of the company who have not fully paid their shares shall be jointly and severally liable for the obligations of the company within the value of the unpaid part of the share of each of the members of the company.

1.7. 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.

1.8. The company is considered to be established as a legal entity from the moment of its state registration. The society is created without limitation of term.

1.9. The Company has the right to open bank accounts in the Russian Federation and abroad in accordance with the established procedure.

1.10. The company has a round seal containing its full company 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 emblem, 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 the company's members indicating information about each member of the company, the amount of its 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. 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. Person exercising the functions of sole proprietorship executive body of the company, ensures the compliance of information about the participants of the company and about their shares or parts of shares in the authorized capital of the company, about the shares or parts of shares owned by the company, with the information contained in the Unified State Register of Legal Entities, and notarized transactions for the transfer of shares in the authorized capital societies that have become known to the public.

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 designation, place of residence or location, as well as information about his shares in the authorized capital of the company. If the company's participant fails to provide information about the change in information about himself, the company shall not be liable for the losses caused in connection with this.

1.16. The company and the participants of the company who did not notify the company about the change in the relevant information are not entitled to refer to 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 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 over 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 the share in the authorized capital of the company is established on the basis of the information contained in the Unified State Register of Legal Entities. disputes arise regarding 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 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 ACTIVITY

2.1. The goals of the company's activities 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:

realization of tourist and excursion services

tourism and travel on tourist routes

weekend hikes

speleotourism activities

advertising and information services of tourist enterprises and organizations

other services of tourist enterprises and organizations

sightseeing tours

thematic excursions

2.3. The Company may carry out other activities and provide other services to individuals and legal entities in various areas of economic and production activities unless they are against the law.

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 for the implementation of tour operator activities, the company concludes a civil liability insurance contract for non-fulfillment or improper fulfillment of obligations under the contract for the sale of a tourist product or a bank guarantee for the fulfillment of obligations under the contract for the sale of a tourist product (hereinafter also referred to as financial security ).

2.4.2. Enter information on the implementation by the company of tour operator activities on the territory of the Russian Federation in Single register tour operators.

2.5. Certain types activities, the list of which is determined federal law, the company can be engaged 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 a requirement to carry out such activity as exclusive, the company, during the period of validity of the special permit (license), is entitled to carry out only the types of activities provided for by the special permit (license) and related activities.

2.6. The Society carries out foreign economic activity in accordance with the legislation of the Russian Federation.

3. RESPONSIBILITY OF THE COMPANY

3.1. The Company shall be liable for its obligations with all its property.

3.2. The Company is not liable for the obligations of the participants.

3.3. In case of insolvency (bankruptcy) of the company due to 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 opportunity to determine its actions, the said participant or other persons in case of insufficiency of the property of the company may be assigned subsidiary liability for his obligations.

3.4. 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, municipalities and is not responsible for the obligations of its members.

4. BRANCHES AND REPRESENTATIVE OFFICES OF THE COMPANY

4.1. The Company may establish branches and open representative offices by decision of the General Meeting of the Company's Members, adopted by a majority of at least two-thirds of the total number of votes of the Company's Members.

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. A branch and a representative office shall be endowed with the property that created them by the company.

4.3. The heads of 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. Responsibility for the activities of the branch and representative offices of the company shall be borne by the company that created them.

5. SUBSIDIARY AND ASSOCIATED COMPANIES

5.1. A company may have subsidiaries and dependent business 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 company is not liable for the debts of the main business company. The main business company, which has the right to give instructions to the subsidiary that are obligatory for it, is 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) of a subsidiary due to the fault of the main economic company, the latter bears subsidiary liability for its debts in case of insufficiency of the property of the subsidiary. Participants in a subsidiary company have the right to demand compensation by the parent company for losses caused through its fault to the subsidiary company.

6. RIGHTS OF MEMBERS OF THE COMPANY

6.1. Members of the company have the right:

participate in the management of the affairs of the company, including by participating in the General Meetings of participants, personally or through their representative

receive information about the activities of the company, get acquainted with the accounting books and other documentation, including the minutes of the General Meetings of Participants, and make extracts from them in the prescribed manner

take part in the distribution of profits receive their share of the profits from the part of the profits to be distributed among the participants, in the prescribed manner

sell or otherwise alienate its share or part of the share in the authorized capital of the company to one or more participants in 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 require the company to acquire a share in cases provided for by the Federal Law "On Limited Liability Companies"

receive, in the event of liquidation of the company, 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 the Company's Participants.

6.2. In addition to the above rights, by unanimous decision of the General Meeting of Participants, the participant (participants) may be granted other (additional) rights, which, in the event of alienation of his share or part of the share, do not pass to the acquirer of the share or part of the share.

7. OBLIGATIONS OF MEMBERS OF THE COMPANY

7.1. Members of the society are obliged:

pay for 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 the society and other participants

personally or through his representative to participate in the General Meetings of Participants

assist the society in carrying out its activities.

7.2. The participants of the company also bear other obligations stipulated by the Federal Law "On Limited Liability Companies", these Articles of Association and the General Meeting of Participants. Additional obligations imposed on a certain member of the company, 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.

7.3. For failure to fulfill obligations, the participant is liable in the manner prescribed by the legislation of the Russian Federation.

8. AUTHORIZED CAPITAL OF THE COMPANY. SHARE 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 nominal 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 in full (100%) by its participants 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 member of the company from the obligation to pay for a share in the authorized capital of the company, including by offsetting claims against the company.

8.6. 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.

8.7. Payment for shares in the authorized capital of the company can be made in cash, securities, other things or property rights or other rights having a monetary value.

8.8. The monetary value of the non-monetary payment for the share in the authorized capital of the company, contributed by the participant of the company and third parties accepted into the company, is approved by the decision of the General Meeting of the participants of the company, adopted by all participants of the company unanimously.

8.9. In the event that the company's right to use property is terminated before the expiration of the period for which such property was transferred to the use of the company to pay for a share in the authorized capital, the participant in the company who transferred the property is obliged to provide the company, at 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 at a time within 30 days from the moment the company submits a request for its provision. Such a decision is made by the General Meeting of Participants of the Company without taking into account the votes of the participant 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 expelled 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 for 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 from a member of the company, and (or) at the expense of contributions from third parties accepted by 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 the cases provided for by the Federal Law "On Limited Liability Companies", is obliged to reduce its authorized capital.

8.14. The reduction of the authorized capital of the company may be carried out by reducing the nominal value of the shares of all participants in the company in the authorized capital of the company and (or) the redemption of shares owned by the company.

8.15. The company is not entitled to reduce its authorized capital if, as a result of such a decrease, its size becomes less minimum size 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 relevant changes in the company's charter, 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 THE SHARE (PART OF THE SHARE) OF THE COMPANY'S MEMBER IN THE COMPANY'S CHARTER CAPITAL TO OTHER COMPANY MEMBERS AND THIRD PARTIES. WITHDRAWAL FROM SOCIETY

9.1. The transfer of a share or part of a share in the authorized capital of a company to one or more participants in this company or to third parties is carried out on the basis of a transaction, by way of succession or on another 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 more participants in this company. The consent of other participants of the company or company to make such a transaction is not required. Sale or alienation in any other way 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 participants in the company.

9.3. The share of a member of the company may be alienated before its full payment only in the part in which it is paid.

9.4. Members of the company shall enjoy the pre-emptive right to purchase a share or part of a share of a member of the company at an offer price to a third party or at a price different from the offer price to a third party and predetermined by the charter of the company (hereinafter referred to as the price predetermined by the charter) in proportion to the size of their shares. 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 who intends to sell his share or part of the 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 his own expense an offer addressed to these persons and containing an indication of the price and other conditions of sale . An offer to sell a share or part of a share in the authorized capital of the company is considered received by all participants in the company at the time it is received 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 provided for by the Federal Law "On Limited Liability Companies". An offer shall be considered not received if, no later than on the day of its receipt by the company, the participant of the company received a notice of its withdrawal. Revocation of an offer for the sale of a share or part of a share after it has been received by the company is allowed only with the consent of all participants in the company. Members of the company have the right to exercise the pre-emptive 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. of the entire share offered for sale or not all of the part of the share offered for sale, other members of the company may exercise the preemptive right to purchase a share or part of a share in the authorized capital of the company in the relevant part in proportion to the size of their shares within the remainder 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 the company from a participant terminates on the day:

submission of a written application for refusal to use this pre-emptive right in the manner prescribed by this paragraph

expiration of the period of use of this pre-emptive right.

Applications of the company's participants to refuse to use the pre-emptive right to purchase a share or part of a share must be received by the company before the expiration of the period for exercising the said pre-emptive right established in accordance with clause 9.5 of this article.

9.7. If within thirty days from the date of receipt of the offer by the company, the participants in the company do not use the pre-emptive 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 pre-emptive right to purchase not the entire share or not the entire part of the share or the waiver of individual members of the company from the pre-emptive 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 may be sold to a third party at a price that is not lower than the price established in the offer for its participants, and on the conditions that were communicated to him participants.

9.8. 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 participants in the company. 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 data financial statements society for the last reporting period preceding the day of death of a member of the company, the day of completion of the reorganization or liquidation of a legal entity, or, with their consent, to give them property in kind of the same value.

9.9. When selling a share or part of a share in the authorized capital of a company with public auction the rights and obligations of a company participant in respect of such a share or part of a share shall be transferred with the consent of the company participants.

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, with the exception of cases established by law.

9.11. The share or part of the share in the authorized capital of the company passes to its acquirer from the moment of notarization of the transaction aimed at alienating the share or part of the share in the authorized capital of the company, or in cases that do not require notarization, from the moment the corresponding changes are made to the Unified State Register of Legal Entities on the basis of legal documents.

9.12. The acquirer of a share or part of a share in the authorized capital of the company shall be transferred all the rights and obligations of a member of the company that arose prior to the transaction aimed at alienating the specified share or part of the share in the authorized capital of the company, or before the occurrence of another basis for its transfer, with the exception of additional rights and additional responsibilities. A participant in a company that has alienated its share or part of a share in the authorized capital of the company shall be liable to the company for making a contribution to the property that arose prior to the transaction aimed at alienating the said share or part of the share in the authorized capital of the company, jointly 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, is not received, the share or part of the share shall be transferred to the company on the day following the date of expiration of the period established by the company's charter for obtaining such consent of the company's participants. At the same time, the company is obliged to pay to the person who acquired a share or part of a share in the authorized capital of the company for public auction, the actual value of the share or part of the share, determined on the basis of the company's financial statements for the last reporting period preceding the day the share or part of the share was acquired at a public auction, or with their consent to give them property of the same value in kind.

9.14. If a member of the company withdraws from the company in accordance with paragraphs 9.18 - 9.20 of this Charter, his share shall be transferred to the company. The company is obliged to pay to the member of the company 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 financial 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, issue to him in kind property of the same value, or in case of incomplete payment by him of the share in the authorized capital of the company, the actual value of the paid part of the share. The company is obliged to pay 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 property in kind of the same value within three months from the date of the occurrence of the corresponding obligation. Provisions establishing a different term or procedure for payment real value shares or parts of a share may be provided for by the charter of the company upon its establishment, when amendments are made to the charter of the company by decision of the general meeting of participants in the company, adopted by all participants of the company unanimously. Exception from the charter of the company these provisions is carried out by decision of the General Meeting of the Company's Participants, adopted by two-thirds of the votes of the total number of votes of the Company's Participants.

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 member of the company for its acquisition
receipt by the company of an application from a company participant to withdraw from the company, if the right to withdraw from the participant’s company is provided for by the charter of the company
expiration of the payment period for a share in the authorized capital of the company or the provision of compensation provided for in paragraph 3 of Article 15 of the Federal Law "On Limited Liability Companies"
entry into force of a court decision on the exclusion of a member of the company from the company
obtaining from any member of the company a refusal to give consent to the transfer of a share or part of a share in the authorized capital of the company to the heirs of citizens or legal successors of legal entities who were members of the company, or to transfer such a share or part of the share to the founders (participants) of a liquidated legal entity - a member of the company, to the owner of the property of a liquidated institution, a state or municipal unitary enterprise - a member of the company, or to 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 a share or part of a share owned by a 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 carrying out 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 give in kind property of the same value within one year from the date of transfer of the share or part of the share to the company. The actual value of a share or part of a share in the authorized capital of the company is paid out of the difference between the value of the net assets of the company and the amount of its authorized capital. If such a difference is not enough, the company is obliged to reduce its authorized capital by the missing amount.

9.18. A participant in a company 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. The withdrawal of the participants of the company from the company, as a result of which not a single participant remains in the company, as well as the exit of the sole participant of the company from the company, is not allowed.

9.20. Withdrawal of a member of the company from the company does not release him from the obligation to the company to make a contribution to the property of the company that arose before filing an application for withdrawal from the company.

10. MANAGEMENT IN SOCIETY

10.1. The supreme body of the company is the General meeting of participants in the company. The general meeting of the company's participants may be ordinary 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 agenda items and vote when making decisions.

10.3. Each member of the company has a number of votes at the General Meeting of Members of the Company, proportional to its share in the authorized capital of the company, except for the cases provided for by the Federal Law "On Limited Liability Companies".

10.4. Management of the current activities of the company 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 Members of the Company.

10.5. Once a year, the company holds a regular General Meeting of Members. 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 participants of the company is convened by the executive body of the company.

10.6. The competence of the General Meeting of Members of the Company includes:

determining the main directions of the company's activities, as well as making decisions on participation in associations and other associations of commercial organizations
changing the charter of the company, including changing the size of the authorized capital of the company
formation of the executive bodies of the company and early termination of their powers, as well as making a decision on the transfer of 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 audit commission(auditor) of the company
approval of annual reports and annual balance sheets
making a distribution decision net profit society between the participants of the society
approval (acceptance) of documents regulating internal activities company (internal documents of the company)
making decisions on the placement of bonds and other issue-grade 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 the reorganization or liquidation of the company
appointment 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
adoption of a decision on the transfer of disputes of the company with third parties for consideration by arbitration courts
determination of a member of the company signing on behalf of the company an agreement with the sole executive body of the company
resolution of other issues stipulated by the legislation of the Russian Federation.

10.7. Issues referred to the exclusive competence of the General Meeting of Participants of the Company cannot be transferred to them for decision by the executive bodies of the company, the board of directors of the company, except as provided for 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 of the total number of votes of the company's participants (if a larger number is needed votes for making such a decision is 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 participants of the company unanimously.

10.10. Decisions on other issues are made by the General Meeting by a majority vote 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 within the competence of the General Meeting of Participants are taken by the sole 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" do not apply, with the exception of the provisions relating to the timing of the annual General Meeting of the Company's Participants.

10.12. In the event of an increase in the number of participants in the company, decisions on all issues of the company's activities are made by the General Meeting of the participants in the company.

11. SOLE EXECUTIVE BODY OF THE COMPANY (DIRECTOR)

11.1. The sole executive body of the company (General Director) is elected by the General Meeting of Participants of the company for a period of 5 (five) years. The sole executive body of the company may also be elected not from among its participants.

11.2. An agreement between the company and the person exercising the functions of the sole executive body of the company is signed on behalf of the company by the person who chaired the General Meeting of the Company's Participants, at which the person exercising the functions of the sole executive body of the company was elected, or by the company's participant authorized by the decision of the General Meeting of the Company's Participants.

11.3. Only an individual may act as the sole executive body of the company.

11.4. Company General Director:

acts on behalf of the company without a power of attorney, including representing its interests and making transactions
issues powers of attorney for the right to represent 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 the company in relations with any Russian and foreign citizens and legal entities
ensures the implementation of the company's activity plans, 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
claims staffing 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 referred by the Federal Law "On Limited Liability Companies", this charter of the company to the competence of the General Meeting of Participants 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 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 transactions 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 are liable, their liability to the company 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 apply to the 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 participants of the company quarterly, once every six months or once a year. The decision to determine the part of the company's profit to be distributed among the company's participants is made by the General Meeting of the company's participants.

12.2. The part of the company's profit 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 among the participants of the company:

until full payment of the entire authorized capital of the company

before payment of the actual value of the share or part of the share of a company member in 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 such a decision

if at the time of making such a decision, 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 such a decision

12.4. The company is not entitled to pay out to the participants of the company the profit, the decision on the distribution of which among the participants of the company 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 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 federal laws.

Upon termination of the circumstances specified in this paragraph, the company is obliged to pay the participants of the company the profit, the decision on the distribution of which among the participants of the company has been made.

13. AUDIT OF THE COMPANY

13.1. In order to check and confirm the correctness of the company's annual reports and balance sheets, as well as to check the state of the company's current affairs, it has the right, by decision of the General Meeting of the company's participants, to engage a professional auditor who is not connected by property interests with the company, the person exercising the functions of the sole executive body of the company, and the participants society.

WHAT SHOULD BE IN THE CHARTER

When preparing changes to the charter of a travel agency, it is necessary to refer to paragraph 2 of Article 12 of the Federal Law of February 8, 1998 No. 14-FZ “On Limited Liability Companies” (hereinafter referred to as the LLC Law). Thus, the charter of the company must contain:
– full and abbreviated corporate name of the company;
- information about his whereabouts;
- information on the composition and competence of the company's bodies, including on issues that are the exclusive competence of the general meeting of the company's participants, on the procedure for taking decisions by the company's bodies, including on issues decisions on which are taken unanimously or by a majority of votes;
- information on the amount of the authorized capital;
– rights and obligations of participants;
- information on the procedure and consequences of the withdrawal of a company participant, if the right to do so is provided for by the charter;
- information on the procedure for the transfer of a share or part of a share in the authorized capital of the company to another person;
- information on the procedure for storing documents of the company and on the procedure for providing information by the company to its participants and other persons.

The charter of the company may contain other provisions that do not contradict the law.

Note that earlier in the charter it was also necessary to indicate information about the size and nominal value of the share of each member of the company. In practice, this requirement was fulfilled as follows: the charter indicated the passport data of the participants in the company and information about their shares. And if this information changed (for example, in the case of a passport replacement, a change of residence, a full or partial sale of a share), the travel agency had to make changes to the charter. Now, information about the participants and their shares in the charter of the company can not be included. Thus, the legislator saved the companies from the need to re-register the charter, due to changes in information about the participants. At the same time, information about the participants is stored in the Unified State Register of Legal Entities.

The memorandum of association is no longer the founding document of the LLC
In the charters of limited liability companies, it is necessary to exclude information about the memorandum of association as the constituent document of the company. True, let us pay attention: the constituent agreement as a constituent document loses its force only in relation to already existing companies. In the event that it is a question of creating a new company, its participants must conclude an agreement on the establishment of the company (Article 11 of the LLC Law). Such an agreement determines the procedure for the implementation joint activities participants in the establishment of the company, the amount of the authorized capital of the company, the size and nominal value of the share of each of the founders, as well as the amount, procedure and terms of payment for such shares in the authorized capital. In fact, the agreement on the establishment of a company contains the same information as the memorandum of association, but by virtue of the direct indication of the law on LLC (Article 11), it is not a constituent document of the company.

Let us consider in more detail some of the information that needs to be reflected in the charter.

The order of withdrawal of participants from the company

Clause 1 of Article 26 of the LLC Law in new edition now contains general rule that a participant in a company has the right to withdraw from it by alienating a share to the company, regardless of the consent of its other participants or the company, if this is provided for by the charter.

At the same time, paragraph 10 of article 5 of Law No. 312-FZ allows an LLC to amend the charter before January 1, 2010, providing that a participant has the right to withdraw from the company only by decision of the general meeting, adopted by ¾ of the votes.

Please note: it is not allowed to withdraw from the company of all its participants or the withdrawal of a single participant (paragraph 2 of article 26 of the law on LLC). Thus, the legislator ruled out a situation in which all members of the company could withdraw from its composition, in fact, leaving their company to the “care” of the tax inspectorate.

The procedure for the alienation of shares

Currently, the main types of transactions for the alienation of a share (part of a share), such as purchase and sale, exchange, donation, are subject to mandatory notarization. Transactions that do not require notarization are now expressly provided for by the LLC law. Failure to comply with the requirement of notarization entails the invalidity of the transaction. In this regard, the legislator redefines the moment of transfer of rights to a share in the authorized capital of an LLC (Article 21 of the Law on LLC). Thus, the rights to a share (part of a share) are transferred to the acquirer from the moment the acquisition transaction is notarized, and not from the moment the company is notified of the completed transaction, as was the case before.

It should also be pointed out that now the notary acts as a key figure in relations related to the alienation of shares (part of the share) belonging to the participants in the company. It not only certifies transactions, but also preliminarily checks the powers of the parties, primarily the party carrying out such alienation. In addition, after certifying the transaction, the notary sends to the tax inspectorate, which carries out state registration of legal entities, an application for making appropriate changes to the state register, signed by the company participant alienating the share.

In accordance with the new requirements, the pledge agreement for a share (part of a share) is also subject to mandatory notarization.

Members' access to company documents

The company must ensure that its participants have access to existing judicial acts on a dispute related to the creation of a company, its management or participation in it, including access to rulings on the initiation of proceedings by an arbitration court and the acceptance of a statement of claim.

It was established that within three days from the date of presentation of the relevant request by a company participant, these documents must be submitted by the company for review at the premises of the company's executive body. In addition, at the request of the participant, the company is obliged to provide copies of these documents.

The fee charged by the company for the provision of such copies may not exceed the costs of making them.

HOW TO BRING THE CHARTER IN ACCORDANCE WITH THE NEW REQUIREMENTS

The charter of a travel agency established in the form of a limited liability company can be brought into line with the new requirements in two ways: either adopt a new charter, or approve changes and additions to the existing charter. At the same time, both the new charter and amendments to it are subject to state registration in the manner prescribed by Federal Law No. 129-FZ of August 8, 2001 “On State Registration of Legal Entities and individual entrepreneurs».

Consider the sequence of actions in the event that the travel agency decided to amend the charter.

1. Amendments to the charter are being developed.

After that, the travel agency must submit an application to the tax office in the prescribed form. It confirms that the changes made to the charter comply with legal requirements, that the information reflected is reliable and the established procedure for making a decision on making changes to the constituent documents of a legal entity has been observed.

Please note: according to the tax authorities, form No. P13001 “Application for state registration of changes made to the constituent documents of a legal entity”, approved by Decree of the Government of the Russian Federation of June 19, 2002 No. 439, does not comply with the requirements of Law No. 312-FZ. Therefore, until new forms are approved, officials recommend using the application form posted on the website of the Federal Tax Service of Russia (www.nalog.ru). This recommendation is set out, in particular, in the letter of the Federal Tax Service of Russia dated July 8, 2009 No. MN-22-6/548@.

2. Changes made to the charter must be approved by the general meeting of the company's participants or by the decision of the sole participant.

In this case, we are talking about the minutes of the general meeting of the company's participants, which reflects the approval by the participants of changes to the company's charter. If the company consists of one participant, then instead of the protocol, you need to have a corresponding decision of the only participant in the company.

3. A package of documents is being prepared, necessary for the state registration of changes made to the charter of the LLC. As we noted earlier, changes can take the form of either a new edition of the LLC's charter, or the form of amendments and additions to the existing charter.

4. Documents are submitted to the tax authority at the location of the travel agency.

In large cities (Moscow, St. Petersburg), such documents are submitted to specialized tax inspections carrying out state registration of legal entities and individual entrepreneurs.

For registration of changes, the travel agency must pay a state duty - 400 rubles. (subclause 3, clause 1, article 333.33 of the Tax Code of the Russian Federation).

The constituent documents of the enterprise include:

- charter of the enterprise (when establishing an enterprise of any form of ownership)
- a memorandum of association (if the founders include two or more persons) or a decision of the founder to establish 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 the creation of a tourism enterprise. 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 important document and should be handled 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 the property rights, as well as the rights and obligations of the enterprise in the course of economic activity.

The charter of a private enterprise must contain the following information:

- the name of the enterprise with an indication of its organizational and legal form, the surname of the owner of the property and the name;
- information about the founder
- business address
- subject, goals and activities
- the procedure for the formation of property, including ownership of the property of the enterprise
- 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.

It is also necessary to discuss the responsibility of the founder for the obligations of the enterprise in the charter. On the title page of the charter in the upper right corner is the date of its establishment and the signature of the founder. If the charter is established by the decision of the meeting of founders, the date of the meeting and the number of the minutes are indicated. Before submitting for state registration, the charter must be stitched.

Memorandum of Association - a document regulating the conditions and procedure for the joint activities of the founders and containing the following information:

- on the size and composition of the statutory fund;
- the order of profit distribution;
- the amount and procedure for changing the shares, shares or shares of each of the participants in the authorized fund;
- the amount, composition, terms and procedure for making contributions by participants;
- on the responsibility 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 created organization, the question arises of choosing a name.

The name of the company can be anything, and it depends only on the imagination and taste of the founders. However, in order to continue the success of the enterprise, it is necessary to take into account a number of principles when choosing a company name.

1. Invariance of the name. You get used to the name, it just sticks in your memory. This facilitates business contacts. When choosing a name, you need to think about its immutability.
2. Association with manufactured products, with its characteristic pleasant features. A well-chosen name contributes to the creation of an original and beautiful emblem of the organization, 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 must be such that by replacing, adding or removing letters it could not be transformed into a dissonant name. Names are best perceived, consisting of one or two words, reflecting the type of activity of the enterprise.
4. The 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 with 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 being created. Thus, the founders must determine in advance where the newly created organization will be located.

Solving issues related to determining the location, postal address and place of storage of documents of the created legal entity - preparatory stage prior to state registration. When choosing a location address, one should take into account the list of addresses at which the registration of legal entities has been suspended, based on the request of owners, tenants and balance holders, because 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 provided in the constituent documents of the legal entity (Clause 2, Article 54 of the Civil Code of the Russian Federation).

The constituent documents (charter) of a legal entity must indicate the specific address of the location (indicating the index, street, house and premises) at which the management body of the legal entity is located (the charter indicates which specific management body is located at the location of the legal entity). persons), and the grounds for the placement of this governing body (a contract for the sale of premises, a certificate of ownership, other property rights, a lease agreement, etc.).

That is why the solution of issues related to determining the address of the location, and the execution of documents confirming it, precede the state registration of a legal entity.

If the location is determined by the permanent location of its governing bodies, then in addition to indicating a specific address, it must be indicated which permanent governing body is permanently located at this address and the reason for placing this body at this address (a contract for the sale of premises registered in the prescribed manner , certificate of ownership, other real right, lease agreement, etc.).

Postal address - the address (zip code, city, street, house, premises) at which communication is carried out with a legal entity. Information about the postal address may be contained in the founding documents.

The residential premises in which the founder (participant or shareholder) or the head (single executive body) of the legal entity lives can be used as a 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. Notifications are submitted regardless of the presence of a record of the postal address in the founding documents. If residential premises are indicated as the postal address, then in written notice the owner or responsible tenant must be identified. The notice is signed by all adult residents of the apartment. An extract from the house book is attached to the notice. The absence of notifications about the postal address during the registration of those created through the establishment and reorganization is the basis for denial of state registration.

Information on the procedure for storing documents and on the procedure for providing information by the company to the company's participants and other persons must be contained in the charter. The charter indicates a specific address for storing documents. The absence of such an indication in the charter entails a denial of state registration. Changing the place of storage of documents entails the need to amend the charter.

After determining the address of the office, it is necessary to prepare documents for the premises. Such documents may be a preliminary lease agreement, a written confirmation of the owner to lease the premises or sell the premises.

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2.1. Development of constituent documents. registration travel company. Company charter

In accordance with the provisions of the Federal Law "On the Fundamentals of Tourist Activities in the Russian Federation", a tour operator company must be registered as a legal entity, and a travel agent company can be registered as a legal entity or as an individual entrepreneur.

Consider features of the formation of tour operator and travel agency firms. A tour operator (tour operator) is a commercial organization. In accordance with paragraph 2 of Art. 50 of the Civil Code of the Russian Federation, a tour operator may be created in the form of business partnerships and companies, production cooperatives, state and municipal unitary enterprises. The most practical and optimal would be the creation of a tour operator in the form of a limited liability company (LLC) or in the form of a joint-stock company (CJSC or OJSC). The activities of the tour operator (creation, reorganization and liquidation), as well as the requirements for constituent documents, are regulated by the Civil Code of the Russian Federation; the mechanism of action of a particular tour operator is prescribed in the Federal Laws (Federal Law of February 8, 1998 No. 14-FZ “On Limited Liability Companies” and Federal Law of December 26, 1995 No. 208-FZ “On joint-stock companies»).

Regardless of the form of formation of the tour operator, he is obliged to develop constituent documents, which include the charter of the company and the memorandum of association. In accordance with paragraph 1 of Art. 52 of the Civil Code of the Russian Federation, a legal entity acts on the basis of a charter, or a constituent agreement and a charter, or only a constituent agreement. If the founder of the tour operator is one person, then such a legal entity acts on the basis of the charter approved by this founder. The requirement for the constituent documents of a legal entity is to enter the following information:

1) the name of the legal entity;

2) its location;

3) the procedure for managing its activities;

4) other information provided by law for legal entities of the corresponding type (clause 2, article 52 of the Civil Code of the Russian Federation).

In the foundation agreement, the founders undertake to create a legal entity, determine the procedure for joint activities to create it, the conditions for transferring their property to it and participating in its activities. Also, the memorandum of association specifies the conditions and procedure for the distribution of profits and losses between the founders, the management of the activities of the tour operator and the withdrawal of the parties to the agreement from the founders.

Limited Liability Company. A company founded by one or more persons, the authorized capital of which is divided into shares, and the size of these shares is determined by the constituent documents, is recognized as a limited liability company; the participants in such a 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 (clause 1, article 87 of the Civil Code of the Russian Federation).

In accordance with paragraph 3 of Art. 7 of the Federal Law "On Limited Liability Companies", the number of participants in the company should not exceed fifty.

The constituent documents of an LLC are the memorandum of association and the charter, provided that there is more than one founder. If an LLC is founded by one person, then the constituent document is only the charter approved by this person.

In accordance with paragraph 1 of Art. 12 of the Federal Law "On Limited Liability Companies" in the memorandum of association, the founders of the company undertake to create a company and determine the procedure for joint activities to create it. The Memorandum of Association defines the following:

1) the composition of the founders (participants) of the company;

2) the size of the authorized capital of the company and the size of the share of each of the founders of the company;

3) the size and composition of deposits;

4) the procedure and terms for making these contributions to the charter capital of the company upon its establishment;

5) liability of the founders (participants) of the company for violation of the obligation to make contributions;

6) conditions and procedure for the distribution of profits among the founders (participants) of the company;

7) the composition of the company's bodies and the procedure for exit of the company's participants from the company.

The charter of a limited liability company must contain the following items:

1) full and abbreviated trade name of the company;

2) information about the location of the company;

3) information on the composition and competence of the company's bodies, including on issues constituting the exclusive competence of the general meeting of the company's participants, on the procedure for making decisions by the company's bodies, on issues decisions on which are taken unanimously or by a qualified majority of votes;

4) information on the amount of the authorized capital of the company;

5) information on the size and nominal value of the share of each member of the company;

6) the rights and obligations of the company's participants;

7) information on the procedure and consequences of the withdrawal of a company participant from the company;

8) information on the procedure for the transfer of a share (part of a share) in the authorized capital of the company to another person;

9) information on the procedure for keeping the company's documents and on the procedure for the company to provide information to the company's participants and other persons;

10) other information that does not contradict the legislation of the Russian Federation (clause 2, article 12 of the Federal Law "On Limited Liability Companies").

Joint Stock Company (JSC and CJSC). A company whose authorized capital is divided into a certain number of shares is recognized joint stock company. Members of a joint-stock company (shareholders) are not liable for its obligations and bear the risk of losses associated with the activities of the company, to the extent of the value of their shares (clause 1, article 96 of the Civil Code of the Russian Federation). In accordance with paragraph 1 of Art. 98 of the Civil Code of the Russian Federation, between the founders of a joint-stock company, an agreement on the establishment of a joint-stock company must be concluded in writing. This agreement determines the procedure for the founders to carry out joint activities to create a company, the size of its authorized capital, the categories of shares to be issued and the procedure for their placement, and other conditions provided for by the Federal Law “On Joint Stock Companies”.

In accordance with paragraph 1 of Art. 7 of the mentioned federal law, a joint-stock company can be open or closed, which, in turn, is reflected in its charter and company name.

A joint-stock company whose members may alienate their shares without the consent of other shareholders is recognized open joint stock company(OAO). Such a joint-stock company has the right to conduct an open subscription for shares issued by it and their free sale on the terms established by law and other legal acts.

An open joint stock company is obliged to annually publish for general information the annual report, balance sheet, profit and loss statement. Number of shareholders open society not limited.

A joint-stock company, the shares of which are distributed only among its founders or other predetermined circle of persons, is recognized closed joint stock company (CJSC). Such a company is not entitled to conduct an open subscription for the shares it issues or otherwise offer them for purchase to an unlimited number of persons (clause 2, article 97 of the Civil Code of the Russian Federation; clause 3, article 7 of the Federal Law "On Joint Stock Companies").

Shareholders of a CJSC have a pre-emptive right to acquire shares sold by other shareholders of this company. The number of shareholders of a closed company must not exceed fifty.

The constituent document of any joint-stock company (CJSC or OJSC) is the charter of the company, approved by the founders (clause 3, article 98 of the Civil Code of the Russian Federation; clause 1, article 11 of the Federal Law "On Joint-Stock Companies").

According to paragraph 3 of Art. 11 Federal Law "On Joint Stock Companies" the charter of a joint stock company must contain the following clauses :

1) full and abbreviated trade names of the company; location of the company;

2) type of company (open or closed);

3) the number, par value, categories (ordinary, preferred) shares and types of preferred shares placed by the company;

4) the rights of shareholders - owners of shares of each category (type);

5) the size of the authorized capital of the company;

6) the structure and competence of the management bodies of the company and the procedure for making decisions by them;

7) the procedure for preparing and holding a general meeting of shareholders, including a list of issues on which decisions are made by the management bodies of the company by a qualified majority of votes or unanimously;

8) information about branches and representative offices of the company;

9) other provisions provided for by this Federal Law and other federal laws.

Company registration. In accordance with Art. 13 of the Federal Law "On Limited Liability Companies" and Art. 13 of the Federal Law "On Joint Stock Companies", the tour operator, regardless of what type of legal entity he chooses, must be registered with the body that carries out state registration of legal entities, in the manner established by Federal Law No. 129-FZ of August 8, 2001 "On state registration of legal entities and individual entrepreneurs”.

State registration is carried out federal agency executive power authorized to carry out this activity in the manner prescribed by the Constitution of the Russian Federation and the Federal Constitutional Law of December 17, 1997 No. 2-FKZ “On the Government of the Russian Federation”.

In accordance with paragraph 1 of Art. 13 of the Federal Law "On State Registration of Legal Entities and Individual Entrepreneurs" state registration of legal entities is carried out by the registering authorities at the location of the permanent executive body, in the absence of a permanent executive body - at the location of another body or person entitled to act on behalf of the legal entity without power of attorney.

According to Art. 12 of the Federal Law "On State Registration of Legal Entities and Individual Entrepreneurs" in order to register a tour operator, the following documents must be submitted to the registering authority: 1) an application for state registration. The application form is approved by the Government of the Russian Federation. It must be signed by the applicant, while the signature is notarized, passport details (of another identity document) and taxpayer identification number are indicated. The application must confirm the following:

a) the submitted constituent documents comply with the requirements established by the legislation of the Russian Federation for the constituent documents of a legal entity of this organizational and legal form;

b) the information contained in the constituent documents and other documents submitted for state registration, as well as in the application for state registration, is reliable;

c) the creation of a legal entity was carried out in compliance with the procedure for their establishment established for legal entities of this organizational and legal form, including payment of the authorized capital (authorized fund, share capital, share contributions) at the time of state registration;

d) issues of establishing a legal entity in statutory cases are aligned with the relevant government bodies and (or) local authorities;

2) a decision to create a legal entity in the form of a protocol, agreement or other document in accordance with the legislation of the Russian Federation;

3) constituent documents of a legal entity (originals or notarized copies);

4) an extract from the register of foreign legal entities of the respective country of origin or other proof of the legal status of the foreign legal entity – founder, of equal legal force;

5) a document confirming the payment of the state fee (according to Article 3 of the Federal Law “On State Registration of Legal Entities and Individual Entrepreneurs”, a state fee is paid for state registration in accordance with the legislation on taxes and fees).

The procedure for submitting documents to the registration authority must comply with the established legislation (Article 9 of the Federal Law “On State Registration of Legal Entities and Individual Entrepreneurs”). All documents required for registration are submitted directly to the registration authority or sent by mail with a declared value and a description of the attachment. The date of receipt by the registration authority of the documents is the date of their submission. The registration authority issues a receipt on receipt of documents on time, statutory, while indicating the list of documents and the date of their receipt. Within 5 working days, he makes a decision on the registration of the company (clause 1, article 8 of the Federal Law “On State Registration of Legal Entities and Individual Entrepreneurs”). The decision taken by the registration authority on state registration is the basis for making an entry on the registration of a legal entity in the Unified Register of Legal Entities (clause 1, article 11 of the Federal Law “On State Registration of Legal Entities and Individual Entrepreneurs”). In accordance with paragraph 2 of Art. 11 of the Federal Law “On State Registration of Legal Entities and Individual Entrepreneurs”, the entry by the registering authority of a legal entity in the relevant register is the registration of a legal entity.

Basic steps when creating a legal entity:

1) holding a general meeting of founders. The founders must decide on the creation of a legal entity, determine the organizational and legal form, name, elect Director General(directors);

2) signing the memorandum of association and writing the charter of the company (on the basis of the Federal Law "On Limited Liability Companies" or the Federal Law "On Joint Stock Companies");

3) opening a savings account. The founders or a person with a power of attorney come to the bank, bring a protocol on the creation of a legal entity, a charter, a memorandum of association, passports and copies of passports, fill out an application for opening an account and deposit 10,000 rubles, after which they receive a notification about opening an account;

4) payment of the state fee (2000 rubles);

5) writing an application in the prescribed form;

6) notarial certification of the applicant's signature;

7) filing an application with the tax authority at the location of the executive body of the future legal entity.

The following documents are attached to the application:

1) the decision to create in the form of a protocol;

2) constituent documents (Charter, Memorandum of Association);

3) a document confirming the payment of the state fee.

5 days after the application is submitted, a certificate of state registration of a legal entity is received (issued personally to the applicant).

Formation of a travel agent. The procedure for the formation of a travel agent firm (travel agent), which is a legal entity, is identical to the procedure for the formation of a tour operator and is carried out in accordance with the Civil Code of the Russian Federation and the Federal Law “On State Registration of Legal Entities and Individual Entrepreneurs”.

The procedure for the formation of a travel agent who registers as an individual entrepreneur is carried out in accordance with the same laws.

To register an individual entrepreneur, an individual must submit to the registration authority the following documents, provided for in paragraph 1 of Art. 22.1 of the Federal Law "On State Registration of Legal Entities and Individual Entrepreneurs", which include:

1) an application for state registration, signed by the applicant. The application form is approved by the Government of the Russian Federation;

2) a copy of the main document of the applicant (if an individual registered as an individual entrepreneur is a citizen of the Russian Federation). In the event that an individual registered as an individual entrepreneur is not a citizen of the Russian Federation, or the documents proving his identity do not comply with the established rules of the law, then copies of the documents are provided in accordance with paragraphs. c, d, e, f, g p. 1 tbsp. 22.1 of the Federal Law "On State Registration of Legal Entities and Individual Entrepreneurs";

3) a copy of a document established by federal law or recognized in accordance with an international treaty of the Russian Federation as an identity document of a foreign citizen registered as an individual entrepreneur (if an individual registered as an individual entrepreneur is a foreign citizen);

4) if an individual registered as an individual entrepreneur is a minor, then it is necessary to provide a notarized consent of the parents, adoptive parents or guardian to carry out entrepreneurial activities individual registered as an individual entrepreneur, or a copy of the marriage certificate of an individual registered as an individual entrepreneur, or a copy of the decision of the guardianship and guardianship authority or a copy of the court decision on declaring an individual registered as an individual entrepreneur, fully capable;

5) a document confirming the payment of the state fee.

The procedure and term for the submission of documents by an individual to the registering authority is similar to the procedure and term for registering a legal entity.

Based on the decision taken by the registering authority and its entry into the Unified State Register of Individual Entrepreneurs, the firm is considered registered and, therefore, has the right to engage in travel agency activities.

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CHARTER

1. GENERAL PROVISIONS

2. SUBJECT AND OBJECTIVES OF ACTIVITY

3. RESPONSIBILITY OF THE COMPANY

4. BRANCHES AND REPRESENTATIVE OFFICES OF THE COMPANY

5. SUBSIDIARY AND ASSOCIATED COMPANIES

6. RIGHTS OF MEMBERS OF THE COMPANY

7. OBLIGATIONS OF MEMBERS OF THE COMPANY

8. AUTHORIZED CAPITAL OF THE COMPANY. SHARE IN THE AUTHORIZED CAPITAL OF THE COMPANY

9. TRANSFER OF THE SHARE (PART OF THE SHARE) OF THE COMPANY'S MEMBER IN THE COMPANY'S CHARTER CAPITAL TO OTHER COMPANY MEMBERS AND THIRD PARTIES. WITHDRAWAL FROM SOCIETY

10. MANAGEMENT IN SOCIETY

11. SOLE EXECUTIVE BODY OF THE COMPANY (DIRECTOR)

12. DISTRIBUTION OF THE COMPANY'S PROFIT BETWEEN THE COMPANY'S MEMBERS

13. AUDIT OF THE COMPANY

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