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The decision to approve a major transaction is an example. Decision to approve a major transaction in LLC (sample)

You can correct your application and send it for reconsideration. "Clause 5 Decision to approve or execute transactions based on the results of trading on behalf of the supplier: In the attached decision, it is necessary to correct the name of our site - JSC" United Electronic Trading Platform ", and not JSC (since September 7, 2015, our ETP was renamed from JSC to JSC). " Is it necessary for accreditation to indicate the method of public procurement in the decision on approving transactions? The Arbitration Court of the Moscow District, in its Resolution of June 29, 2017, in case N A40-132329 / 2016, explained that the procurement participants do not have such an obligation. If the purchase method is named in the application for accreditation, the operator should refuse it. electronic platform not entitled. Despite the fact that the court supported the participant in this case, it is better to reduce the risk of denial of accreditation in advance.

Sample decision to approve a major transaction

The lack of obligation to submit a decision on the approval of large transactions does not mean that individual entrepreneurs are accredited in a simplified manner. The rest of the requirements are valid for all those participating in the auction, and in the form for the conclusion of a state contract may generally be present special conditions... Decision for an LLC For an LLC intending to take part in an open auction, a transaction is considered major if:

the amount is higher than an ordinary business transaction;
there is a transfer of property objects for temporary use;
the cost of such transactions will be equal to or higher than 25 percent of the assets of the company.

The decision to approve a transaction of this type contains not only the founders' verdict, but also the highest contract value.

The document is drawn up both on the basis of legislation and according to the rules enshrined in the charter of the company.

Specifics of making a decision to approve a major transaction

Resolved: To approve transactions on behalf of the Limited Liability Company (full name legal entity), concluded based on the results of auctions in electronic form held on the electronic trading platforms of the MICEX "Goszakupki", CJSC Sberbank - AST, LLC RTS-tender, JSC "United Electronic Trading Platform", State Unitary Enterprise "Agency for the State Order of the Republic of Tatarstan". The maximum amount of one such transaction should not exceed. (amount in words and figures). The issue on the agenda of the extraordinary General Meeting of Participants of the Limited Liability Company (full name of the legal entity) was considered.

Sample decision on the approval of a major transaction for individual entrepreneurs

To do this, we recommend to indicate in the decision on the approval or on the conclusion of transactions based on the results of procurement the methods of their implementation: “including - electronic auction”. Who has the right to participate in procurement without a decision on major transactions? It is not required to attach a solution to the application: 1. Individual entrepreneurs. For them, the procedure for approving transactions is not provided for by law.
2.

Info

When participating in an electronic auction, if the current decision was attached during accreditation. In this case, you need to check: if the NMC procurement is greater than the amount approved in your organization big deal, an updated solution for the required amount must be sent as part of the application. Does the customer have the right to reject a participant's application if it does not contain a decision to approve a major transaction? If the purchase is not large for the participant, and there is no solution in the bid, customers often reject such bids.

Decision on a complaint of an individual entrepreneur

The protocol requires the following information:

date, time and place of the meeting;
persons who participated in the meeting;
the results of voting on each item on the agenda;
persons who counted the votes;
persons who voted against the approval of the transaction and demanded that a record be made.

Please note that the norms on approval do not apply to companies that consist of one participant, and he simultaneously performs the functions of an executive body (clause 7 of article 46 No. 14 of the Federal Law). Thus, in order to undergo accreditation and participate in the auction, we recommend using the sample decision on a large transaction of Federal Law No. 44 both for a company, which consists of one founder, and for a meeting of participants, which reflect all the requirements of the law.

An individual entrepreneur has a decision to approve a major transaction

The price is determined based on the following indicators:

It is necessary to take into account the composition of the certificate containing the data of the accounting report on the value of the company's property.
Not being able to calculate the amount in advance, the maximum possible that the society can offer is indicated.
If there is a possibility of preliminary calculation, the amount is taken into account based on this information.
When taking out a loan, the amount of the debt is calculated, as well as interest for the use of the loan.

According to information from Civil Code(clause 3 of article 67.1), it is necessary to carry out the notarization of this document. However, on the other hand, very few people want to notarize the decision with the specified maximum possible amount.

Decision to approve a major transaction sample

What is a decision to approve a major transaction A transaction will be considered major if it goes beyond the usual economic activity and at the same time is associated with the purchase or sale of property joint stock company(more than 30% of shares) or provides for the transfer of property for temporary use or under a license (clause 1 of Art. 46 No. 14-FZ). Moreover, in both cases, the price of such transactions must be at least 25% of the book value of the assets of the limited liability company (LLC). The decision to approve such an operation is a document that indicates the maximum price of one contract (cl.
8 h. 2 tbsp. 61 No. 44-FZ). If required, then it is accepted in accordance with the legislation of the Russian Federation (14-ФЗ, 174-ФЗ, 161-ФЗ, etc.) or according to the rules established in the Charter of the procurement participant. In other cases, this is done by the supplier's representative authorized to obtain accreditation on the ETP.

Decision to approve a major transaction

Chairman of the meeting Secretary of the meeting Agenda:

On the approval of a major transaction.

On the issue of approving and completing major transactions, we heard (full name) with a proposal to approve and conclude major transactions on behalf of (full name of the legal entity) based on the results of electronic auctions held on the MICEX electronic trading floors "Goszakupki" ( etp-micex.ru), Sberbank-AST CJSC (sberbank-ast.ru), RTS-tender LLC (rts-tender.ru), United Electronic Trading Platform JSC (roseltorg.ru), State Unitary Enterprise Agency for the State Order of the Republic of Tatarstan "(zakazrf.ru). The maximum amount of one such transaction should not exceed (amount in words and figures) Voted: “for” -%, “against” -%, “abstained” -%. Decision is made.

Company

This document is drawn up by the authorized body (general meeting of participants) LLC and may have one of the types of approval:

for a future deal;
for a completed transaction.

The very concept of "major transaction" includes transactions:

purchase and sale;
loans;
rent;
results of intellectual property;
other varieties.

And as part of such a solution, special attention should be paid to reflecting the following data:

price;
the subject of the transaction;
information about the second party concluding the deal (data is not always available for upcoming trades or other similar reasons);
any other important terms.

Regarding the specified conditions, they should be described as accurately as possible, taking into account all the maximum or minimum parameters, and all possible alternatives should be considered.
Decision on approval of a major transaction of the sole participant of the company. Decision No. of the Sole participant of the Limited Liability Company "Company" g.

Approve transactions made on behalf of the Limited Liability Company "Romashkin Dom" based on the results of electronic auctions held on the electronic trading platforms of the MICEX "Goszakupki" (etp-micex.ru), CJSC Sberbank - AST (sberbank-ast.ru ), RTS-tender LLC (rts-tender.ru), United Electronic Trading Platform JSC (roseltorg.ru), State Unitary Enterprise Agency for the State Order of the Republic of Tatarstan (zakazrf.ru).
The maximum amount of one such transaction should not exceed 100,000,000 (one hundred million) rubles.

Founder LLC "Society" Ivanov I.I.

Decision on a major transaction for individual entrepreneurs during accreditation

Since it was not previously specified how long the decision was made, the customer approached the consideration of such a decision quite formally, checking, by and large, its existence and the amount of the permitted transaction, and could not reject the application if it had passed since the date of the decision / protocol on a major transaction. more than a year. How should you do it now? 1. Check if the expiration date is specified in your decision or the protocol of a major transaction. 2. If the validity period is not specified, draw up a new protocol of the extraordinary meeting of participants and indicate the decisions made in it.

Attention

If the organization has one owner, he alone makes such a decision. 3. Make changes to the documents of your organization on each ETP - delete or mark as irrelevant the previous solution and upload a new one. 4. If no changes have been made, a new solution must be attached to each application submitted.

The decision to approve a major transaction is a sample - the same document required for accreditation on most trading platforms, both on state electronic trading platforms and on commercial ones. Also, in the auction documentation there is a requirement for a document in the second part of the application, the decision to approve a major transaction may be an integral part of the application for participation in the tender.

1. Decision on approval of a major transaction of the sole participant of the company

Decision no. ___

The only member of a limited liability company

"Society"

The only member of the Limited Liability Company "Company", a citizen of the Russian Federation Ivan Ivanov, made the decision:

Approve transactions made on behalf of the Limited Liability Company "Romashkin Dom" based on the results of electronic auctions held on the electronic trading platforms of the MICEX "Goszakupki" (etp-micex.ru), CJSC Sberbank - AST (sberbank-ast.ru ), RTS-tender LLC (rts-tender.ru), United Electronic Trading Platform JSC (roseltorg.ru), State Unitary Enterprise Agency for the State Order of the Republic of Tatarstan (zakazrf.ru).
The maximum amount of one such transaction should not exceed 100,000,000 (one hundred million) rubles.

Founder LLC "Society" ________________ Ivanov I.I.

2. Decision on approval of a major transaction of the general meeting of the company

DECISION No. _____

an extraordinary General Meeting of Participants of a Limited Liability Company (full name of the legal entity) on the approval of major transactions

____________ "__" _______ 20__

Date of the extraordinary General Meeting: __________________________________________.

Place of the meeting: __________________________________________________________.

Time of the beginning of registration of the meeting participants: ___________________________________________.

Deadline for registration of meeting participants: ________________________________________.

The meeting is open: _________________.

Meeting closed: __________________.

Registered to participate in the general meeting of _________ members of the company, which is ______ votes. There is a quorum for holding an extraordinary General Meeting of Participants. The meeting is competent to make decisions on agenda items.

Chairman of meeting ______________________________________________________________

Meeting secretary________________________________________________________________

Agenda:

On the approval of a major transaction.

On the issue of approving and completing large transactions, they listened to

with a proposal to approve and complete major transactions on behalf of

________________________________________________________________________________

(full name of the legal entity)

based on the results of electronic auctions held on the electronic trading platforms of the MICEX "Goszakupki" (etp-micex.ru), CJSC Sberbank-AST (sberbank-ast.ru), LLC RTS-tender (rts-tender.ru ), JSC "United Electronic Trading Platform" (roseltorg.ru), State Unitary Enterprise "Agency for the State Order of the Republic of Tatarstan" (zakazrf.ru). The maximum amount of one such transaction should not exceed

________________________________________________________________________________

(amount in words and figures)

Decision is made.

Resolved:

Approve transactions on behalf of the Limited Liability Company

(full name of the legal entity), concluded based on the results of auctions in electronic form held on the electronic trading platforms of the MICEX "Goszakupki", CJSC Sberbank-AST, LLC RTS-tender, JSC United Electronic Trading Platform, State Unitary Enterprise "Agency by the state order of the Republic of Tatarstan ". The maximum amount of one such transaction should not exceed _______________________________________________________________________________.

(amount in words and figures).

The issue on the agenda of the extraordinary General Meeting of Participants of the Limited Liability Company (full name of the legal entity) was considered.

Participants' signatures:

___________________/__________________/

Chairman of meeting: ___________________/________________/

Case number: 04-03-144-2012

on consideration of complaint No. 144

INSTALLED:

R E W I L A:

Members of the Commission:

Prescription

when placing an order

prescribes:

Members of the Commission:

SOLUTION

on consideration of complaint No. 144

About violation of the law when placing an order

Commission of the Trans-Baikal OFAS Russia for control in the field of placing orders, having considered the complaint of an individual entrepreneur received on 24.08.2012 on violation of the requirements Federal law dated July 21, 2005 No. 94-FZ "On placing orders for the supply of goods, performance of work, provision of services for state and municipal needs" by the state customer - the Office of the Judicial Department in the Trans-Baikal Territory during an open auction in electronic form for the right to conclude a state contract for the supply computer equipment (register No. 0391100017712000095),

in the presence of: the customer's representative, the applicant's representative,

INSTALLED:

On August 24, 2012, the Trans-Baikal OFAS Russia received a complaint from an individual entrepreneur against the actions of the Department of the Judicial Department in the Trans-Baikal Territory during an open auction in electronic form for the right to conclude a state contract for the supply of computer equipment (register No. 0391100017712000095).

From the merits of the complaint, it follows that the applicant submitted an application for participation in an open auction, which, when considering the second part, was rejected by the customer due to the absence of an attachment in its composition of the decision to approve a major transaction. The applicant considers it unnecessary to require this document in the bids of the participants in the open auction - individual entrepreneurs. Asks to recognize the complaint as justified, to issue an order to cancel the protocol of consideration of the second parts of applications for participation in an open auction in electronic form dated 21.08.2012 No. 47.1

The representative of the customer does not agree with the arguments of the applicant, explaining the following.

When considering the second parts of the applications, the commission rejected the IP application as inconsistent with paragraph 4 of part 1 of the auction documentation and paragraph 1 of part 6 of Article 41.11 of the Law on Placing Orders, in particular, the second part of the entrepreneur's application does not contain a decision to approve a major transaction.

The representative of the customer considers the rejection of the IP application to be in accordance with the Law on Placing Orders, asks to declare the complaint unfounded.

In the course of consideration of the complaint by the commission on the basis of part 5 of Article 17 of the Law on Placing Orders, an unscheduled check of the placement of the specified order was carried out. During the check, the following was found.

On August 7, 2012, the state customer posted a notice of an open auction in electronic form for the right to conclude a state contract for the supply of computer equipment. The auction documentation was published at the same time as the notification. The initial contract price was 405602.30 (four hundred five thousand six hundred and two) rubles 30 kopecks. Two bids have been submitted for participation in the open auction.

In accordance with clause 4 of part 1 of the auction documentation, as part of the second part of the application, the participant of the open auction must submit in electronic form a decision to approve or to conclude a major transaction, or a copy of such a decision if the requirement for such a decision to be made in order to conclude a major transaction is established legislation Russian Federation and (or) the constituent documents of the legal entity and if for the participant in the placement of the order for the supply of goods, performance of work, provision of services that are the subject of the contract, or making Money as a security for an application for participation in an open auction, security for the execution of a contract is a major transaction. The provision of this decision is not required if the initial (maximum) contract price does not exceed the maximum transaction amount provided for by the decision on the approval or execution of transactions provided for the accreditation of the participant in the placement of the order on the electronic platform.

According to the protocol of consideration of the second parts of applications for participation in an open auction dated 21.08.2012 No. 47.1 (protocol of summing up the results of the auction dated 21.08.2012 No. 0391100017712000095-3), due to the absence of this decision, the individual entrepreneur's application was recognized as inconsistent with clause 4 of part 1 of the auction documentation and clause 1 part 6 of article 41.11 of the Law on placing orders; IE T.L.V. was recognized as the winner.

At the time of consideration of the IP complaint, the order is at the stage of signing a state contract.

Having considered the presented documents, having heard the explanations of the parties, the Commission came to the following conclusions.

In accordance with clause 1 of part 3 of Article 41.6 of the Law on Placing Orders, the documentation for an open auction in electronic form must contain requirements for the content and composition of an application for participation in an open auction in electronic form in accordance with Parts 4 and 6 of Article 41.8 of this Law. Requirements for the content and composition of the second part of the application for participation in an open auction are established by the customer in part 1 of the auction documentation.

As part of the second part of the application, a participant in an open auction in electronic form must submit a decision to approve or conclude a major transaction, or a copy of such a decision if the requirement for the need for such a decision to complete a major transaction is established by the legislation of the Russian Federation and (or) constituent documents a legal entity and if for a participant in the placement of an order for the supply of goods, the performance of work, the provision of services that are the subject of the contract, or the deposit of funds as security for an application for participation in an open auction, security for the execution of the contract is a major transaction. The provision of this decision is not required if the initial (maximum) contract price does not exceed the maximum transaction amount provided for by the decision on the approval or execution of transactions provided for the accreditation of the participant in the placement of the order on the electronic platform. The specified requirement of clause 4 of part 1 of the auction documentation corresponds to clause 6 of part 6 of article 41.8 of the Law on Placing Orders.

The Commission found that the requirement for the need for a decision to approve or to conclude a major transaction is established by the legislation of the Russian Federation, namely Federal Laws dated 03.11.2006 No. 174-FZ "On autonomous institutions", Dated 14.11.2002 No. 161-FZ" On state and municipal unitary enterprises ", dated 08.02.1998 No. 14-FZ" On limited liability companies ", dated 26.12.1995 No. 208-FZ" On joint stock companies "and other federal laws for legal entities. The requirement of the need for such a solution to complete a major transaction for individual entrepreneurs is not established by the legislation of the Russian Federation.

In addition, in order to provide access to participation in open auctions in electronic form, the operator of the electronic platform carries out accreditation of participants in the placement of the order, for which, in accordance with paragraph 8 of part 2 of Article 41.3 of the Law on Placing Orders, the participant in the placement of the order shall submit to the operator of the electronic platform a decision on approval or on the completion of transactions based on the results of open auctions in electronic form on behalf of a participant in the placement of an order - a legal entity, indicating information about maximum amount one such transaction. Thus, during the accreditation of participants in the placement of an order - individual entrepreneurs, the operator of an electronic platform does not need a decision to approve or conclude a major transaction.

In connection with the above, the auction commission considers the second parts of applications for participation in an open auction in electronic form, as well as documents sent to the customer by the operator of the electronic site, for compliance with their requirements established by the documentation on an open auction in electronic form. The operator of the electronic site did not send a decision to the customer to approve or conclude a major transaction due to the absence of such a document in the list of documents required for an individual entrepreneur when he is accredited on the electronic site.

Based on the foregoing, the Commission considers that the provision in the second part of the application of a decision on approval or on the conclusion of large transactions on behalf of the participant in the order placement is provided only for legal entities and the rejection of the second part of the IP application by the customer is unreasonable.

Based on the foregoing, guided by the Decree of the Government of the Russian Federation of 20.02.2006 No. 94 "On federal body executive power authorized to exercise control in the field of placing orders for the supply of goods, performance of work, provision of services for federal state needs", Paragraph 1 of part 9 of article 17, part 6 of article 60 of the Law on placing orders, Administrative regulations approved by order of the FAS Russia dated November 14, 2007 No. 379, Commission

R E W I L A:

1.The individual entrepreneur's complaint should be recognized as justified.

2. To recognize the state customer - the Office of the Judicial Department in the Trans-Baikal Territory, in violation of part 7 of Article 41.11 of the Law on Placing Orders.

3. Issue to the state customer - the Office of the Judicial Department in the Trans-Baikal Territory, an order to eliminate the identified violations by September 7, 2012.

Deputy Chairman of the Commission

Members of the Commission:

Prescription

on consideration of complaint No. 144 on violation of the law

when placing an order

The Commission of the Trans-Baikal OFAS Russia for control in the field of placing orders, having considered and acknowledging as justified the complaint received by the individual entrepreneur on August 24, 2012 about violation of the requirements of the Federal Law No. 94-FZ of July 21, 2005 and municipal needs "by the state customer - the Office of the Judicial Department in the Trans-Baikal Territory during an open auction in electronic form for the right to conclude a state contract for the supply of computer equipment (register No. 0391100017712000095),

prescribes:

To the state customer - the Office of the Judicial Department in the Trans-Baikal Territory until September 07, 2012:

1. To cancel the protocol of consideration of the second parts of applications for participation in an open auction dated 21.08.2012 No. 47.1, drawn up during the placement of the state order (minutes of summing up the results of the auction dated 21.08.2012 No. 0391100017712000095-3).

2. Conduct a re-examination of the second parts of applications for participation in an open auction in electronic form, taking into account the application of IE Ch.

4. Submit copies of documents confirming the fulfillment of this order to the Zabaikalskoe OFAS Russia by September 10, 2012.

The order can be appealed to the Arbitration Court of the Trans-Baikal Territory within three months from the date of its issuance.

Responsibility for failure to comply with the order is provided for by part 7 of article 19.5 of the Code of Administrative Offenses of the Russian Federation.

Deputy Chairman of the Commission:

Members of the Commission:

full version of the article

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on consideration of complaint No. 144

on violation of the law when placing an order

The Commission of the Trans-Baikal OFAS Russia for control in the field of placing orders, having considered the complaint of an individual entrepreneur received on August 24, 2012, about violation of the requirements of the Federal Law of July 21, 2005 No. needs "by the state customer - the Office of the Judicial Department in the Trans-Baikal Territory during an open auction in electronic form for the right to conclude a state contract for the supply of computer equipment (register No. 0391100017712000095),

in the presence of: the customer's representative, the applicant's representative,

INSTALLED:

The representative of the customer does not agree with the arguments of the applicant, explaining the following.

The representative of the customer considers the rejection of the IP application to be in accordance with the Law on Placing Orders, asks to declare the complaint unfounded.

In accordance with clause 4 of part 1 of the auction documentation, as part of the second part of the application, the participant of the open auction must submit in electronic form a decision to approve or to conclude a major transaction, or a copy of such a decision if the requirement for such a decision to be made in order to conclude a major transaction is established the legislation of the Russian Federation and (or) the constituent documents of the legal entity and if for the participant in the placement of the order for the supply of goods, the performance of work, the provision of services that are the subject of the contract, or the deposit of funds as security for the application for participation in an open auction, the enforcement of the contract is a major transaction ... The provision of this decision is not required if the initial (maximum) contract price does not exceed the maximum transaction amount provided for by the decision on the approval or execution of transactions provided for the accreditation of the participant in the placement of the order on the electronic platform.

At the time of consideration of the IP complaint, the order is at the stage of signing a state contract.

Having considered the presented documents, having heard the explanations of the parties, the Commission came to the following conclusions.

The Commission established that the requirement for the need for a decision to approve or to conclude a major transaction is established by the legislation of the Russian Federation, namely, Federal Laws dated 03.11.2006 No. 174-FZ "On Autonomous Institutions", dated 14.11.2002 No. 161-FZ "On State and municipal unitary enterprises ", dated 08.02.1998 No. 14-FZ" On limited liability companies ", dated 26.12.1995 No. 208-FZ" On joint stock companies "and other federal laws for legal entities. The requirement of the need for such a solution to complete a major transaction for individual entrepreneurs is not established by the legislation of the Russian Federation.

In addition, in order to provide access to participation in open auctions in electronic form, the operator of the electronic platform carries out accreditation of participants in the placement of the order, for which, in accordance with paragraph 8 of part 2 of Article 41.3 of the Law on Placing Orders, the participant in the placement of the order shall submit to the operator of the electronic platform a decision on approval or on the completion of transactions based on the results of open auctions in electronic form on behalf of a participant in the placement of an order - a legal entity, indicating the maximum amount of one such transaction. Thus, during the accreditation of participants in the placement of an order - individual entrepreneurs, the operator of an electronic platform does not need a decision to approve or conclude a major transaction.

Based on the foregoing, guided by the Decree of the Government of the Russian Federation of 20.02.2006 No. 94 "On the federal executive body authorized to exercise control in the field of placing orders for the supply of goods, performance of work, provision of services for federal state needs", paragraph 1 of part 9 of article 17, part 6 of Article 60 of the Law on Placing Orders, Administrative Regulations approved by order of the FAS Russia dated November 14, 2007 No. 379, Commission

R E W I L A:

1.The individual entrepreneur's complaint should be recognized as justified.

2. To recognize the state customer - the Office of the Judicial Department in the Trans-Baikal Territory, in violation of part 7 of Article 41.11 of the Law on Placing Orders.

3. Issue to the state customer - the Office of the Judicial Department in the Trans-Baikal Territory, an order to eliminate the identified violations by September 7, 2012.

Deputy Chairman of the Commission

Members of the Commission:

Prescription

on consideration of complaint No. 144 on violation of the law

when placing an order

prescribes:

To the state customer - the Office of the Judicial Department in the Trans-Baikal Territory until September 07, 2012:

2. Conduct a re-examination of the second parts of applications for participation in an open auction in electronic form, taking into account the application of IE Ch.

4. Submit copies of documents confirming the fulfillment of this order to the Zabaikalskoe OFAS Russia by September 10, 2012.

The order can be appealed to the Arbitration Court of the Trans-Baikal Territory within three months from the date of its issuance.

Responsibility for failure to comply with the order is provided for by part 7 of article 19.5 of the Code of Administrative Offenses of the Russian Federation.

Deputy Chairman of the Commission:

Members of the Commission:

=> => full_html =>

on consideration of complaint No. 144

on violation of the law when placing an order

in the presence of: the customer's representative, the applicant's representative,

INSTALLED:

The representative of the customer does not agree with the arguments of the applicant, explaining the following.

The representative of the customer considers the rejection of the IP application to be in accordance with the Law on Placing Orders, asks to declare the complaint unfounded.

In accordance with clause 4 of part 1 of the auction documentation, as part of the second part of the application, the participant of the open auction must submit in electronic form a decision to approve or to conclude a major transaction, or a copy of such a decision if the requirement for such a decision to be made in order to conclude a major transaction is established the legislation of the Russian Federation and (or) the constituent documents of the legal entity and if for the participant in the placement of the order for the supply of goods, the performance of work, the provision of services that are the subject of the contract, or the deposit of funds as security for the application for participation in an open auction, the enforcement of the contract is a major transaction ... The provision of this decision is not required if the initial (maximum) contract price does not exceed the maximum transaction amount provided for by the decision on the approval or execution of transactions provided for the accreditation of the participant in the placement of the order on the electronic platform.

At the time of consideration of the IP complaint, the order is at the stage of signing a state contract.

Having considered the presented documents, having heard the explanations of the parties, the Commission came to the following conclusions.

In addition, in order to provide access to participation in open auctions in electronic form, the operator of the electronic platform carries out accreditation of participants in the placement of the order, for which, in accordance with paragraph 8 of part 2 of Article 41.3 of the Law on Placing Orders, the participant in the placement of the order shall submit to the operator of the electronic platform a decision on approval or on the completion of transactions based on the results of open auctions in electronic form on behalf of a participant in the placement of an order - a legal entity, indicating the maximum amount of one such transaction. Thus, during the accreditation of participants in the placement of an order - individual entrepreneurs, the operator of an electronic platform does not need a decision to approve or conclude a major transaction.

R E W I L A:

1.The individual entrepreneur's complaint should be recognized as justified.

2. To recognize the state customer - the Office of the Judicial Department in the Trans-Baikal Territory, in violation of part 7 of Article 41.11 of the Law on Placing Orders.

3. Issue to the state customer - the Office of the Judicial Department in the Trans-Baikal Territory, an order to eliminate the identified violations by September 7, 2012.

Deputy Chairman of the Commission

Members of the Commission:

Prescription

on consideration of complaint No. 144 on violation of the law

when placing an order

prescribes:

To the state customer - the Office of the Judicial Department in the Trans-Baikal Territory until September 07, 2012:

2. Conduct a re-examination of the second parts of applications for participation in an open auction in electronic form, taking into account the application of IE Ch.

4. Submit copies of documents confirming the fulfillment of this order to the Zabaikalskoe OFAS Russia by September 10, 2012.

The order can be appealed to the Arbitration Court of the Trans-Baikal Territory within three months from the date of its issuance.

Responsibility for failure to comply with the order is provided for by part 7 of article 19.5 of the Code of Administrative Offenses of the Russian Federation.

Deputy Chairman of the Commission:

Members of the Commission:

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A transaction will be considered major if it goes beyond the boundaries of ordinary economic activity and at the same time is associated with the purchase or sale of the property of a joint-stock company (more than 30% of shares) or provides for the transfer of property for temporary use or under a license (clause 1 of Art. 46 No. 14- FZ). Moreover, in both cases, the price of such transactions must be at least 25% of the book value of the assets of the limited liability company (LLC).

If required, large transactions are approved in accordance with the legislation of the Russian Federation (14-ФЗ, 174-ФЗ, 161-ФЗ, etc.) or according to the rules established in the Charter of the procurement participant. In other cases, this is done by a supplier representative authorized to obtain accreditation for.

In an LLC, approval falls within the purview of the general meeting. If the organization has a board of directors, then on the basis of the Charter, the adoption of agreements on such operations can be transferred to its jurisdiction.

On June 26, 2018, the Supreme Court issued the Plenary Resolution. In this document, he disclosed the main disputes over the approval of major transactions and agreements in which there is an interest.

Download Resolution of the Plenum of the Supreme Court No. 27 dated 26.06.2018

When you need such approval in the contract system

To start participating in public procurement, you need. For this, a general package of documents is provided, which includes consent to the transaction. Moreover, this is always required, including when the purchase does not belong to the category of large ones. As for suppliers who were accredited before 12/31/2018, they are required to register in the EIS by the end of 2019. Both will need an up-to-date sample of a decision on a major deal 44-FZ.

Information must be included in the second part of the application if it is required by legislation or constituent documents, as well as when and or, and the contract itself will be large for the participant. In the absence of this information at any stage before the conclusion of the contract. The auction commission of the customer is responsible for checking the data (clause 1, part 6, article 69 No. 44 FZ).

It is important to note that individual entrepreneurs, unlike LLC, do not belong to legal entities. Therefore, they are exempted from the obligation to submit such a document for accreditation on the ETP.

Approval of a major transaction from the sole founder

LLCs, in which there is only one founder, who acts as the sole executive body, are not required to draw up such a document (clause 7 of Art. 46 No. 14-ФЗ).

At the same time, in paragraph 8 of Part 2 of Art. 61 No. 44-ФЗ states that in order to pass accreditation on the ETP, participants electronic auction must submit such information regardless of the form of ownership. Otherwise it will be impossible.

But it is not necessary to include this information in the second part. It is considered that if the supplier did not provide such data, then the conclusion of the contract does not fall into the category in question. But, as practice shows, even the decision of the only participant to approve a major transaction, just in case, is attached to the general package of documents. The important thing here is not to make a mistake. Otherwise, there is a risk of rejection of the auction participant due to the fact that he provided false information... Such cases are challenged by the FAS, but the period for concluding a contract is increased.

What to look for when drawing up: form and content

First of all, it should be noted that the legislation of the Russian Federation does not contain a single sample of a decision on a major transaction. But clause 3 of Art. 46 No. 14 FZ explains that such a document should indicate:

The person who is the party to the agreement and the beneficiary.
Price.
Subject of the agreement.
Others or the order in which they are defined.

The beneficiary may not be indicated if it is impossible to determine him by the time the document is agreed, and also if the contract is concluded based on the results of the auction.

At the same time, Art. 67.1 of the Civil Code of the Russian Federation establishes that the decision taken by the executive bodies of the LLC must be confirmed by notarization, unless another method is provided for by the Charter of such a company or by a decision of the general meeting, which was unanimously adopted by the participants.

Item 4, Art. 181.2 of the Civil Code of the Russian Federation fixes the list of information that must be reflected in the decision of the in-person meeting of the founders. The protocol requires the following information:

date, time and place of the meeting;
persons who participated in the meeting;
the results of voting on each item on the agenda;
persons who counted the votes;
persons who voted against the approval of the agreement and demanded that a record be made.

In 2019, it happens that customers reject a participant if the decision indicates the total amount of approved transactions, and not each agreement separately. Therefore, we recommend using the wording “Approve transactions on behalf of the Limited Liability Company“ _______________ ”based on the results of the procurement procedures for goods, works, services. The amount of each such transaction should not exceed the amount of ____________ (_____________) rubles 00 kopecks. "

In accordance with the requirement of Article 51 of Law No. 44-FZ (part 2, paragraph 1, subparagraph "e"), the application for participation in the tender in certain cases must contain decision to approve a major transaction... This document must be attached when the existence of such a decision is required by law or the constituent documents of the participant. In this case, both the cost of the transaction itself, that is, the supply of goods, the provision of services or the performance of work, and the amount of security for the application or contract are assessed.

In the absence of a decision on the approval of a major transaction in the event that it should be presented, the customer may reject the participant's application. When should suppliers and contractors submit such a solution? What should the customer check in order not to unreasonably reject the application? Let's consider these issues in more detail.

Which deal is big

The conditions for recognizing a transaction as large are established by law and differ depending on the type of legal entity. It should be noted that the category of large transactions, regardless of the type of organization, can include not only one operation, but also several interrelated ones.

Registration in ERUZ UIS
From January 1, 2019 to participate in trades under 44-FZ, 223-FZ and 615-PP registration is required in the ERUZ register ( Single register procurement participants) on the EIS portal (United Information system) in the field of procurement zakupki.gov.ru.
We provide a service for registration in the ERUZ in the EIS:

For a budgetary institution (BU) a transaction is considered large, the price of which exceeds 10% of the book value of assets as of the last reporting date. Such a transaction can be carried out only with the permission of a body that has the powers and functions of the founder of the BU. This requirement is established by clause 13 of article 9.2 of the law No. 7-FZ "On non-profit organizations".

But for unitary enterprises a major deal is a deal worth from 5 million rubles ... This rule is established by Part 1 of Article 23 of Law No. 161-FZ "On State and Municipal Unitary Enterprises". A major transaction on the basis of part 3 of this article must be approved by the owner of the property of the state unitary enterprise or municipal unitary enterprise.

For joint stock companies (JSC) and limited liability companies (LLC) major transaction is 25% or more of the value of the property of the LLC or the assets of the JSC ... The value of property (assets) is determined according to the data accounting statements for the last reporting period... The legislative act establishing the conditions for recognizing a transaction as major is Law No. 208-FZ for joint-stock companies, and Law No. 14-FZ for limited liability companies. Note that the charters of JSCs and LLCs may provide for other sizes and conditions for recognizing a transaction as a major.

In relation to joint stock companies and LLCs, the legislation makes a reservation - transactions carried out in the course of ordinary business activities of the companies are not considered major ... Because of this, the question of recognizing a deal as major for them does not always have an unambiguous answer.

Approval of a major transaction

Approval of a major transaction of the joint stock company in accordance with Article 79 of Law No. 208-FZ, adopted the board of directors (supervisory board) or general meeting shareholders.

A decision regarding major LLC transactions must be made general meeting of participants(Article 46 of Law No. 14-FZ). In this case, a society consisting of one participant, who is the sole executive body, on the basis of clause 1 of part 9 of this article, is not obliged to submit a decision on the approval of a major transaction.

Position of officials and courts

The Ministry of Economic Development and the Federal Antimonopoly Service believe that it is unlawful to reject an application on the basis of the absence of a decision to approve a major transaction.

If there is no such decision in the documents, it means that the transaction is not large for the participant. At the same time, Law No. 44-FZ does not require suppliers and contractors to document the fact that the transaction for them does not belong to the category of large ones. This position is supported by the majority of arbitration courts.

However, regarding non-profit organizations or unitary enterprises arbitrage practice indicates that the rejection of the application on the specified basis is often lawful. In this case, the law clearly stipulates the criteria for a transaction, which is recognized as large for these organizations. And if, intending to participate in such, GUP, MUP or state-financed organization does not apply her approval, it is a violation of the law.

How to be a customer and a participant?

Before rejecting a participant's application on the basis of the absence of a decision to approve a major transaction, the tender committee must check the following:

whether such a requirement is really established by law for this type of organization;
whether the transaction amount is really large for the participant.

If from constituent documents JSC or LLC is impossible clearly establish whether or not the transaction relates to their normal business activities, then on the basis of the absence of a decision on its approval it is not recommended to reject the application... In this case, the participant with a high degree of probability can overturn the decision of the competition commission through the FAS or the court.

To avoid such situations, the participants can only be advised one thing - to attach the specified solution to the documentation. It is faster and more efficient than facing rejection of the application and challenging the decision of the competition committee. Considering the transaction to the category of large, unitary and budgetary organizations should be guided by its size, and commercial should also take into account the fact whether the operation is normal for their business or not.

The decision to approve a major transaction is an example. Decision to approve a major transaction in LLC (sample)

Sample decision to approve a major transaction

Specifics of making a decision to approve a major transaction

Sample decision on the approval of a major transaction for individual entrepreneurs

Decision on a complaint of an individual entrepreneur

An individual entrepreneur has a decision to approve a major transaction

Decision to approve a major transaction sample

Decision to approve a major transaction

Company

Decision on a major transaction for individual entrepreneurs during accreditation

1. Decision on approval of a major transaction of the sole participant of the company

2. Decision on approval of a major transaction of the general meeting of the company

Download Resolution of the Plenum of the Supreme Court No. 27 dated 26.06.2018

When you need such approval in the contract system

Approval of a major transaction from the sole founder

What to look for when drawing up: form and content

Which deal is big

Approval of a major transaction

Position of officials and courts

How to be a customer and a participant?

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