Articles of association, memorandum of association, sample. Memorandum of association for a general partnership

1. THE SUBJECT OF THE AGREEMENT

1.1. Citizens Russian Federation: agreed to create in accordance with current legislation Russian Federation Full Partnership "" (hereinafter referred to as the "Partnership").

1.2. In accordance with the law and this agreement, a participant in this general partnership does not have the right to participate in other general partnerships.

1.3. The general partnership "" is a legal entity and builds its activities on the basis of this Memorandum of Association and the current legislation of the Russian Federation.

1.4. Complete brand name partnership in Russian: Full partnership "", abbreviated name: PT "".

1.5. The partnership is a commercial organization.

1.6. The Partnership has the right to in the prescribed manner open bank accounts on the territory of the Russian Federation and abroad. The partnership has round stamp, containing its full company name in Russian, and an indication of its location. The partnership has stamps and forms with its name, its own emblem and other means of visual identification.

1.7. The partnership is the owner of the property and funds it owns and is liable for its obligations with its own property. Participants have rights of obligation in relation to the Partnership provided for by law and the constituent documents of the partnership.

1.8. Participants jointly and severally bear subsidiary liability with their property for the obligations of the partnership.

1.9. The admission of new participants to the partnership is carried out with the consent of all participants of the partnership.

1.10. The location of the partnership is the city.

1.11. The legal address of the partnership is .

2. GOALS AND SCOPE OF ACTIVITY

2.1. The goals of the partnership are to expand the market for goods and services, as well as to make a profit.

2.2. The partnership has the right to carry out any types of activities not prohibited by law, including the subject of the partnership’s activities:

• purchase and sale of wholesale and retail, as well as export and import of perfumery and cosmetic products, knitwear, other consumer goods, as well as food products;
• organizing and conducting various lectures and seminars, including in the field of nature conservation and medicine;
• organization of various exhibitions, including exhibitions of medical equipment, new medicines;
• purchase, sale and organization of delivery of medicines and medical products to pharmacies, medical institutions and other legal entities and individuals in the manner prescribed by law; – organization of pharmacies;
• organizing and conducting training for administrative and management staff of organizations of various forms of ownership in the field of environmental protection;
• rural implementation economic activity, processing and sale of agricultural products;
• production of food and other consumer goods;
• provision of service, transport, hotel, tourism services, including international and professional tourism;
• editorial, publishing, printing activities;
• translation activities (translation of texts and oral speech from foreign languages into Russian and from Russian into foreign);
• organizing trips and excursions around Russia and foreign countries;
• implementation of export, import, leasing and commodity exchange transactions, as well as other forms and types of foreign economic activity;
• purchase and sale of all types of movable and real estate, goods, mechanisms and industrial equipment, raw materials and semi-finished products, spare parts and parts, carrying out all types trade deals and other legal transactions with property, including real estate;
• implementation of various production and commercial projects in the Russian Federation and abroad that do not contradict current legislation and correspond to the objectives of the partnership;
• manufacturing software products and software and hardware systems, creation, development and implementation of databases and packages application programs for computers;
• carrying out research, design and implementation work and providing related services;
• provision of intermediary, dealer, advertising, consulting, marketing and other services to organizations and citizens of the Russian Federation, as well as foreign companies and citizens;
• collection and dissemination of commercial and economic information;
• carrying out construction, repair, commissioning, installation and other production and design work;
• production of building materials;
• design, restoration and other decoration works and services;
• investment activities in production and social sphere domestically and internationally;
• carrying out foreign economic activity in accordance with the established procedure;
• other types of activities that do not contradict current legislation.

2.3. To achieve the goals of its activities, the partnership may acquire rights, bear obligations and carry out any actions that do not contradict current legislation and this agreement.

2.4. The Partnership carries out its activities on the basis of any, with the exception of those prohibited by law, operations, including through:

• carrying out work and providing services according to orders legal entities and citizens, both in Russia and abroad, on the basis of concluded agreements or on their own initiative on conditions determined by agreement of the parties;
• supply of products, performance of work, provision of services on credit, provision of financial or other assistance on the terms determined by agreement of the parties;
• participation in the activities of other legal entities by purchasing their shares, making share contributions, except for general partnerships;
• creating joint ventures with foreign legal entities and citizens, in accordance with current legislation;
• carrying out joint activities with other legal entities to achieve common goals.

3. LEGAL STATUS OF THE PARTNERSHIP

3.1. The partnership is considered created as a legal entity from the moment of state registration.

3.2. In order to achieve the goals of its activities, the partnership has the right to bear responsibilities and carry out any property and personal moral rights, provided by law to general partnerships, on their own behalf to make any transactions permitted by law, to be a plaintiff and defendant in court.

3.3. The partnership is the owner of property acquired in the course of its business activities. the partnership shall own, use and dispose of the property in its ownership at its own discretion in accordance with the goals of its activities and the purpose of the property.

3.4. The property of the partnership is accounted for on its independent balance sheet.

3.5. The Partnership has the right to use a loan in rubles and foreign currency.

3.6. The partnership is liable for its obligations with all its assets. The partnership is not liable for the obligations of the state, but for the debts of a participant, foreclosure on the participant’s share is allowed only if there is insufficient other property to cover the debts. The state is not liable for the obligations of the partnership. The participants of the partnership jointly and severally bear subsidiary liability with their property for the obligations of the partnership.

3.7. The Partnership may create independently and jointly with other partnerships, cooperatives, enterprises, institutions, organizations and citizens on the territory of the Russian Federation organizations with the rights of a legal entity in any legal forms permitted by law, except for the general partnerships specified in clause 1.2. The Partnership has the right to have subsidiaries and dependent partnerships with the rights of a legal entity.

3.8. The Partnership may create branches and open representative offices in the Russian Federation and abroad. Branches and representative offices are established with the consent of all participants and operate in accordance with the Regulations on them. Regulations on branches and representative offices are approved General meeting participants.

3.9. The creation of branches and representative offices abroad is regulated by the legislation of the Russian Federation and the relevant states.

3.10. Branches and representative offices are not legal entities and are vested with the main and working capital at the expense of the partnership.

3.11. Branches and representative offices carry out activities on behalf of the partnership. The Partnership is responsible for the activities of its branches and representative offices. The heads of branches and representative offices are appointed with the consent of all participants of the partnership and act on the basis of powers of attorney issued by the partnership. Powers of attorney to the heads of branches and representative offices on behalf of the partnership are issued by the Director of the general partnership or the person replacing them.

3.12. Dependent and subsidiary partnerships on the territory of the Russian Federation are created in accordance with the legislation of the Russian Federation, and outside the territory of Russia - in accordance with the legislation of a foreign state at the location of the subsidiary or dependent partnership, unless otherwise provided by an international treaty of the Russian Federation. The grounds on which a partnership is recognized as a subsidiary (dependent) are established by law.

3.13. Subsidiary and dependent partnerships are not liable for the debts of the partnership, unless otherwise provided by law or agreement. A partnership jointly and severally bears subsidiary liability for the obligations of a subsidiary (dependent) partnership only in cases expressly established by law or contract.

3.14. The partnership is obliged to compensate for losses of a subsidiary (dependent) partnership caused through its fault.

3.15. The Partnership independently plans its production and economic activities. The management of the affairs of the general partnership is entrusted to three participants - the Directors of the general partnership. The remaining participants, in order to carry out transactions on behalf of the partnership, must have a power of attorney from the participants who are entrusted with conducting the affairs of the partnership.

3.16. Work is performed and services are provided at prices and tariffs established by the partnership independently.

3.17. The Partnership has the right:

• in the manner prescribed by law, participate in activities and create in the Russian Federation and other countries business partnerships and other enterprises and organizations with the rights of a legal entity, except for other general partnerships;
• participate in associations and other types of associations;
• participate in activities and cooperate in any other form with international public, cooperative and other organizations;
• purchase and sell products (work, services) of other companies, enterprises, associations and organizations, as well as foreign companies both in the Russian Federation and abroad in accordance with current legislation;
• exercise other rights and bear other obligations in accordance with current legislation.

3.18. The Partnership has the right to attract Russian and foreign specialists, independently determining the forms, sizes and types of remuneration.

3.19. In order to implement technical, social, economic and tax policies, the Partnership is responsible for the safety of documents (managerial, financial and economic, personnel, etc.); ensures the transfer for state storage of documents of scientific and historical significance to the central archives, in accordance with the list of documents agreed with the association ""; stores and uses personnel documents in the prescribed manner.

3.20. To achieve the goals of its activities, the partnership may acquire rights, assume responsibilities and carry out any actions not prohibited by law. The activities of the partnership are not limited to those specified in the Memorandum of Association. Transactions that go beyond the scope of the Memorandum of Association, but do not contradict the law, are valid.

4. STOCK CAPITAL

4.1. The share capital of the partnership at the time of establishment is declared in the amount of rubles. All contributions to the share capital are monetary.

4.2. The share capital is divided into shares, which are distributed as follows:

• – rubles, which is % of the partnership’s share capital – shares;
• – rubles, which is % of the partnership’s share capital – shares;
• – rubles, which is % of the partnership’s share capital – shares;

4.3. The founders contribute at least 50% of their share in the share capital at the time of registration of the partnership by crediting the appropriate amount of money to the current account of the partnership. The founders pay the remaining portion within one year after registration of the partnership.

4.3.1. If the obligation specified in clause 4.3 is not fulfilled, the participant is obliged to pay the partnership ten percent per annum on the unpaid portion of the contribution and compensate for the losses caused to the partnership.

4.4. The relations of the participants with the partnership and among themselves, as well as other issues arising from the participant’s right to a share in the property of the partnership, are regulated by law and this Memorandum of Association.

4.5. The share capital of a partnership can be formed from profits from its activities. If necessary, including in cases expressly provided for by law, the share capital can be increased both through additional contributions from participants and through profits from the activities of the partnership.

4.6. The decision to increase (decrease) the share capital is made by the General Meeting of Participants.

4.7. The share capital is reduced in the manner determined by this constituent agreement and current legislation, only after notification of all creditors of the partnership.

4.8. It is not permitted to relieve a partnership participant from the obligation to make a contribution to the partnership capital, including by offsetting claims against the Partnership.

5. RIGHTS AND OBLIGATIONS OF PARTICIPANTS

5.1. The participant is obliged:

5.1.1. Within one year after being accepted into the partnership, pay the share in the share capital determined for him. Dividends are accrued to the participant from the moment of actual payment of 100% of his share in the share capital.

5.1.2. Comply with the terms of the Memorandum of Association, carry out decisions of the management bodies of the partnership adopted within their competence.

5.1.3. Maintain confidentiality on issues related to the activities of the partnership, the list of which is determined by the decision of all participants.

5.1.4. Immediately notify the director of the inability to pay the declared share in the share capital.

5.1.5. Take care of the property of the partnership.

5.1.6. Fulfill assumed obligations in relation to the Partnership and other participants.

5.1.7. Provide assistance to the Partnership in carrying out its activities.

5.1.8. Be responsible for the obligations of the partnership that arose before the moment of his departure from the partnership on an equal basis with the remaining participants within two years from the date of approval of the report on the activities of the partnership for the year in which he left the partnership.

5.1.9. Obliged to answer for the obligations of the partnership that arose before his entry into the partnership on an equal basis with other participants, even if he is not a founder.

5.1.10. Coordinate with the other participants the execution, on their own behalf, in their own interests or in the interests of third parties, of transactions similar to those that constitute the subject of the partnership’s activities.

5.2. The participant has the right:

5.2.1. Take part in the distribution of profits.

5.2.2. Receive, in proportion to your share in the share capital, a share of profit (dividends) to be distributed among the participants.

5.2.3. Take part in managing the affairs of the partnership.

5.2.4. Receive from the management bodies of the partnership the necessary information on issues related to the activities of the partnership.

5.2.5. Elect and be elected to governing bodies and control bodies partnership.

5.2.7. To receive, in the event of liquidation of the partnership, part of the property remaining after settlements with creditors, or its value.

5.2.8. Appeal in court the actions of the partnership's officials, at the request of other participants.

5.2.9. Make proposals on the agenda of the General Meeting of Participants.

5.2.10. Leave the general partnership, declaring the refusal to participate in the partnership, receive the value of part of the property of the partnership in the manner and within the time limits established by this constituent agreement and the law. Refusal to participate in a general partnership established without specifying a period must be declared by the participant at least six months before the actual withdrawal from the partnership.

5.2.11. Use other rights granted to participants of partnerships by law.

5.3. Any agreements between partnership participants aimed at limiting the rights of any other participant in comparison with the rights provided by current legislation are void.

5.4. Participants in a partnership have the right of first refusal to purchase a share (part thereof) in the joint capital of the partnership, sold or otherwise alienated by another participant in proportion to the size of their share. An agreement between the participants of the partnership may provide for a different procedure for exercising the pre-emptive right to purchase.

5.5. A participant in a partnership has the right, with the consent of other participants in the partnership. sell or otherwise assign your share in the joint capital of the partnership or part thereof to one or more participants of the partnership or to a third party.

5.6. The share of a partnership participant may be alienated until it is fully paid only to the extent that it has already been paid.

5.7. A participant wishing to sell his share (part thereof) submits a corresponding application to the directors of the partnership, which must indicate to whom he intends to sell his share (part thereof) and the sale price.

5.8. A participant receives the right to alienate his share (part thereof) to third parties only with the consent of the General Meeting of Participants.

5.9. The consent of the General Meeting of Participants to the acquisition of a participant’s share by a third party is the basis for the participant to enter into a transaction for the purchase and sale of a share or another transaction entailing the transfer of the right to a share, in the manner prescribed by law. The conclusion of a purchase and sale transaction (another transaction) is the basis for making changes to Memorandum of association partnership in the part that determines the list of participants in the partnership and the size of their shares.

5.10. If the participants of the partnership do not exercise their pre-emptive right to purchase within a month from the date of notification of the upcoming sale of the share, the participant wishing to sell his share (part thereof) has the right to contact the participants with a written request (request) to agree to the sale of the share to a third party persons. Within one month, participants must agree to sell the share or refuse such consent. The participants deny the participant the right to sell the share to third parties on the grounds that it is inappropriate for the partnership to involve third parties in the membership or for other reasons.

5.11. If, in accordance with the decision of the participants, alienation of the participant’s share (part thereof) to third parties is impossible, and other participants in the partnership refuse to purchase it, the participant has the right to demand that the partnership conclude an agreement for the redemption of the share. The value of the share (part thereof) is determined by agreement of the parties. If the partnership and the participant cannot agree on the terms of the redemption of the share, the participant has the right to declare his withdrawal from the partnership. In this case, he must be paid the value of the part of the property corresponding to his share in the joint capital of the partnership in the manner, method and within the time limits provided for by law and this constituent agreement, or given in kind property corresponding to such value.

5.12. In case of acquisition of a participant's share (part thereof) by the partnership itself, it is obliged to sell it to other participants or third parties within 6 (six) months after acquisition in the manner prescribed by law and this agreement, or to reduce its share capital in the prescribed manner.

5.13. Shares in the joint capital of a partnership may pass to the heirs of citizens and to the legal successors of legal entities that were participants in the partnership, with the consent of the participants of the partnership. Consent to the transition is given by the General Meeting of Partnership Participants.

5.14. If the partnership refuses consent to transfer the share to the heir (legal successor), the heir (legal successor) has the right to demand payment of the actual value of the share or the release of property for such value. Payment of the value of the share to the heir (legal successor) is carried out in the manner, terms and methods established by this constituent agreement for the payment of the value of the share to participants leaving the partnership. The heir (legal successor) of a participant in a general partnership is liable for the obligations of the partnership to third parties, for which, in accordance with clause 5.1.9 of this agreement, the retired participant would be responsible, within the limits of the property transferred to him.

6. PROCEDURE FOR WITHDRAWAL OF A PARTICIPANT FROM THE PARTNERSHIP

6.1. A participant has the right to leave the partnership at any time, regardless of the consent of its other participants. In this case, the participant leaving the partnership must be paid the value of the part of the property corresponding to his share in the share capital in the manner, method and terms established by this constituent agreement and current legislation.

6.2. When leaving the partnership, a participant submits a corresponding written application at least six months before the actual departure from the partnership. The participant's statement is evidence of his withdrawal from the partnership.

6.3. The part of the partnership property due to the retiring participant or its value is determined according to the balance sheet drawn up at the time of his departure, with the exception of the case of foreclosure on the share of this participant for his own debts

6.4. Payments to retiring participants begin on the date approved by the decision of the participants, but no later than 10 months after the relevant decision.

7. MANAGEMENT OF THE PARTNERSHIP. GENERAL MEETING OF PARTICIPANTS

7.1. The highest governing body of the Partnership is the General Meeting of Participants. Once a year the Partnership holds an annual general meeting. General meetings of participants held in addition to the annual meeting are extraordinary. The sole executive body is the directorate.

7.2. The exclusive competence of the General Meeting of Participants includes:

7.2.1. Amendments and additions to the Charter of the Partnership, adoption of a new Charter;

7.2.2. Changing the size of the authorized capital;

7.2.3. Reorganization of the Partnership and liquidation;

7.2.4. Purpose liquidation commission and approval of interim and final liquidation balance sheets;

7.2.5. Election of a director, early termination of his powers;

7.2.6. Election of the Audit Commission (Inspector) of the Partnership and early termination of their powers;

7.2.7. Approval of the Partnership auditor;

7.2.8. Approval of annual reports, balance sheets, profit and loss accounts of the Partnership, distribution of profits and losses;

7.2.9. Approval of the Regulations on the procedure for preparing and conducting the General Meeting of Participants, determining the procedure for conducting the meeting;

7.2.10. Making a decision on the withdrawal of participants and admitting new participants to the Partnership;

7.2.11. Establishment of branches and opening representative offices of the Partnership and approval of the Regulations on branches and representative offices of the Partnership;

7.2.12. Making decisions on the participation of the Partnership in other organizations, including holding companies, financial and industrial groups and other associations commercial organizations; The General Meeting of Participants has the right to resolve other issues if their decision is within the competence of the General Meeting by this charter or law. Resolution of issues falling within the exclusive competence of the General Meeting of Participants cannot be transferred to the executive body (General Directorate).

7.3. The general meeting is valid if it is attended by participants (representatives of participants) holding more than 50% of the votes of the total number of votes of the participants of the Partnership. All issues are resolved by a majority vote of the number of votes possessed by the participants (representatives of participants) present at the meeting, unless otherwise provided by this charter or law.

7.4. The General Meeting has the right to consider decisions on issues provided for in clauses 7.2.1, 7.2.2, 7.2.3 if there are participants (their representatives) who in total have at least 3/4 shares in authorized capital Partnerships. Decisions on issues provided for in clauses 7.2.1, 7.2.2 are made by a majority of 3/4 votes of the total number of votes possessed by the participants (representatives of participants) present at the General Meeting. The decision on the issue provided for in clause 7.2.3 is made by the participants (representatives of the participants) present at the General Meeting of Participants - unanimously.

7.5. The meeting is chaired by the Chairman of the General Meeting of Participants, selected from among the participants of the Partnership.

7.6. If a quorum is not reached, the meeting is dissolved. A repeated meeting is scheduled no later than 30 days later and is considered valid if there are participants holding at least 30% of the votes of the total number of votes of the Partnership participants, if all participants have been duly notified of the time, place and agenda of the repeated meeting.

7.7. Between annual meetings no more than 15 months should pass.

7.8. Annual General Meetings are convened by the Directorate of the Partnership, which notifies the participants of the Partnership about the appointment of the annual General Meeting of Participants, introduces the participants to the documents and materials submitted for decision at the General Meeting, and resolves other issues related to the preparation of the annual General Meeting of Participants. The general meeting of participants does not have the right to make decisions on issues not included in the agenda.

7.9. Extraordinary meetings are convened by the Directorate, as well as at the request of the Audit Commission (Auditor) or at the initiative of participants holding in the aggregate at least 10% of the votes of the total number of votes of the Partnership participants.

7.10. The Directorate of the Partnership must, within 10 days after receiving a request to convene an extraordinary General Meeting, make a decision on convening or refusing to convene a General Meeting of Participants.

7.11. The decision of the Directorate of the Partnership to refuse to convene an extraordinary General Meeting of Participants at the request of the participants, the Audit Commission (Auditor) can be appealed to the court.

7.12. If, within 10 days from the date of presentation of the request of the Audit Commission (Auditor) or the participants holding in aggregate at least 10% of the votes of the total number of votes of the participants, a decision is not made to convene an extraordinary General Meeting of participants, or a decision is made to refuse its convocation, an extraordinary General Meeting may be convened by persons requesting its convocation. All expenses for convening and holding an extraordinary General Meeting are covered by the Partnership.

7.13. Participants are notified of the date and place of the General Meeting no later than 30 days before the date of the meeting. The form of notification of participants about the meeting is determined by the General Meeting of Participants.

7.14. Voting at the General Meeting is held closed (secretly) if it is required by participants holding at least 30% of the total number of votes possessed by the participants (representatives of participants) present at the meeting. In other cases, all decisions are made by open voting.

7.15. A participant has the right to apply to the court to invalidate a decision of the General Meeting adopted in violation of the current legislation, the constituent agreement or this charter, if the participant was not present at the General Meeting or voted against the decision.

7.16. The powers of a director may be terminated by the court at the request of one or more other participants in the partnership if there are serious grounds for this, in particular due to a gross violation of the duties of the authorized persons or a revealed inability to conduct affairs wisely. Based court decision the necessary changes are made to the memorandum of association.

7.17. Participants in a general partnership have the right to demand judicial procedure the exclusion of any of the participants from the partnership by a unanimous decision of the remaining participants and if there are serious grounds for this, in particular due to a gross violation of his duties by this participant or his revealed inability to conduct business wisely.

8. DIRECTORATE OF THE PARTNERSHIP

8.1. The Directorate is the sole executive body of the Partnership.

8.2. The Directorate manages the current activities of the Partnership and resolves all issues that are not within the competence of other governing bodies of the Partnership by this charter and the law.

8.3. The Directorate acts on behalf of the Partnership without a power of attorney.

8.4. Directorate:

• reviews current and long-term plans works;
• ensures the implementation of the Partnership’s activity plans;
• approves the rules, procedures and other internal documents of the Partnership, with the exception of documents, the approval of which is referred by this charter to the competence of other governing bodies of the Partnership;
• defines organizational structure Partnerships;
• ensures the implementation of decisions of the General Meeting of Participants;
• prepares materials, projects and proposals on issues submitted for consideration by the General Meeting of Participants;
• disposes of the property of the Partnership within the limits established by the General Meeting of Participants, this charter and current legislation;
• approves the staffing schedules of the Partnership, branches and representative offices of the Partnership;
• hires and fires employees;
• in the manner established by law, this charter and the General Meeting of Participants, encourages the employees of the Partnership, and also imposes penalties on them;
• without a power of attorney, represents the Partnership in relations with individuals and legal entities, both in the Russian Federation and abroad;
• opens settlement, currency and other accounts of the Partnership in banking institutions, concludes contracts and makes other transactions, issues powers of attorney on behalf of the Partnership;
• approves contractual tariffs for the Partnership’s services and products;
• organizes accounting and reporting;
• submits the annual report and balance sheet of the Partnership for approval by the General Meeting of Participants;
• makes decisions on other issues related to the current activities of the Partnership.

8.4. A participant (representative of a participant - legal entity) of the Partnership or any other person who, in the opinion of the majority of participants of the Partnership, has necessary knowledge and experience. the director is elected by the General Meeting of the Partnership for a period of 1 year by a simple majority of votes of the participants of the Partnership present at the meeting.

8.5. The contract with the director on behalf of the Partnership is signed by one of the participants of the Partnership, specially authorized for this by the General Meeting of Participants.

8.6. The Directorate issues orders and directives.

8.7. Deputy Directors are appointed by the Directorate in accordance with staffing table and lead areas of work in accordance with the distribution of responsibilities approved by the Directorate. Deputy directors, within the limits of their competence, act on behalf of the Partnership without a power of attorney. In the absence of the director, as well as in other cases when the directorate cannot perform its duties, its functions are performed by deputies appointed by them.

8.8. Deputy directors, within the limits of their competence, have the right to conclude contracts, sign orders and instructions, send requests, letters and responses to them in accordance with the approved distribution of responsibilities.

8.9. The appointment and dismissal of the chief accountant, heads of branches and representative offices, as well as other persons with the right to sign financial documents are carried out by the Directorate or a person replacing it.

9. AUDIT COMMISSION (AUDITOR)

9.1. Control over the financial and economic activities of the Partnership is carried out by the Audit Commission or the Auditor elected by the General Meeting. The procedure for the Audit Commission (Inspector) to exercise its powers, its quantitative and personal composition is approved by the General Meeting of Participants. If the Audit Commission is elected, the number of its members cannot be less than three.

9.2. Any participant (representative of a participant) elected in accordance with the established procedure by the General Meeting of Participants can be a member of the Audit Commission (Auditor). Persons occupying leadership positions of the Partnership, including the director, does not have the right to be members of the Audit Commission.

9.3. The Audit Commission carries out annual inspections of the financial and economic activities of the Partnership and presents its conclusion to the annual General Meeting of Participants. In addition, the Audit Commission has the right to carry out unscheduled inspections carried out on behalf of the General Meeting, according to own initiative or at the request of participants who collectively own at least 10% of the authorized capital.

9.4. Meetings of the Audit Commission are valid if at least 2/3 of its members are present. All decisions of the Audit Commission are made by a majority vote of the members of the Audit Commission present at the meeting.

9.5. A member of the Audit Commission (Auditor) has the right to demand that officials of the Partnership provide all necessary documents and personal explanations. The Audit Commission (Auditor) has the right to involve experts and consultants in its work, whose work is paid at the expense of the Partnership.

9.6. The annual report and balance sheet are presented to the General Meeting with the conclusion of the Audit Commission (Auditor).

9.7. The Audit Commission (Auditor) is obliged to demand the convening of an extraordinary General Meeting of Participants if a serious threat has arisen to the interests of the Partnership.

9.8. The powers of the Audit Commission (Auditor) and the procedure for its activities are determined by this charter and the Regulations on the Audit Commission (Auditor), approved by the General Meeting of Participants.

10. PROPERTY, ACCOUNTING AND REPORTING

10.1. The property of the Partnership is formed from contributions to the share capital, as well as from other sources provided for by current legislation. In particular, the sources of formation of the Partnership’s property are:

• share capital of the Partnership;
• income received from services provided by the Partnership;
• loans from banks and other lenders;
• participant contributions;
• free or charitable contributions and donations from organizations, enterprises, citizens;
• other sources not prohibited by law.

10.2. The reserve fund is formed through annual contributions in the amount of no more than 5% of net profit, until the amount of the reserve fund reaches 15% of the Joint Capital of the Partnership. If, after reaching the specified amount, the reserve fund is spent, contributions to it are resumed until full restoration.

10.3. The Partnership has the right to form other funds, contributions to which are made in the amounts and manner established by the General Meeting of Participants.

10.4. The property of the Partnership can be seized only by a court decision that has entered into legal force. Foreclosure of a participant's share in the joint capital of a general partnership for the participant's own debts is permitted only if there is insufficient other property to cover the debts. Creditors of such a participant have the right to demand from the general partnership the allocation of part of the property.

10.5. A partnership may combine part of its property with the property of other legal entities for the joint production of goods, performance of work and provision of services, as well as for other purposes not prohibited by law.

10.6. The Partnership records the results of work, maintains operational, accounting and statistical records in accordance with the standards in force in the Russian Federation.

10.7. The organization of document flow in the Partnership is carried out by the Directorate.

10.8. Documentation is maintained at the location of the Partnership, including:

• constituent documents of the Partnership;
• all documents accounting necessary for conducting audits of the Partnership’s economic activities;
• minutes of General Meetings of Participants and the Audit Commission;
• list of persons holding a power of attorney to represent the Partnership;
• lists of employees of the Partnership;
• other documents.

10.9. The documents listed in clause 10.8 of this charter must be available for review by the participants of the Partnership at any time work time. Familiarization with documents related to trade secrets is regulated by the Regulations approved by the General Meeting of Participants.

10.10. The financial year of the Partnership coincides with the calendar year. The first financial year ends in 2019.

10.11. Directorate and Chief Accountant Partnerships bear personal responsibility for compliance with maintenance procedures, accuracy of accounting and reporting.

11. PROFIT DISTRIBUTION

11.1. The decision on the distribution of profits is made by the General Meeting of Participants.

11.2. Part of the net profit to be distributed is distributed in proportion to contributions to the partnership capital.

12. LIQUIDATION AND REORGANIZATION

12.1. The partnership may be voluntarily reorganized in the manner prescribed by law. Reorganization of the Partnership can be carried out in the form of merger, accession, division, separation and transformation. During reorganization, appropriate changes are made to the constituent documents of the Partnership.

12.2. No later than 30 days from the date of the decision to reorganize the Partnership into writing notifies its creditors of this. The rights of creditors arising in connection with the reorganization of the Partnership are determined by law.

12.3. Reorganization of the Partnership in appropriate forms is carried out in the manner determined by the current legal norms. And also in the case when there is only one participant left in the partnership. Such a participant has the right, within six months from the moment when he became the sole participant of the partnership, to transform such a partnership into a business company in the manner established by this Code.

12.4. The partnership may be liquidated voluntarily or by a court decision and provided that there is only one participant left in the partnership, as well as on the grounds provided for Civil Code RF.

12.5. Liquidation of the Partnership entails its termination without transfer of rights and obligations by way of succession to other persons. Liquidation of the Partnership is carried out in the manner established by the Civil Code of the Russian Federation, other legislative acts, taking into account the provisions of this constituent agreement.

12.6. Question about voluntary liquidation The partnership and the appointment of the liquidation commission are submitted to the General Meeting for decision by the Directorate. The general meeting of participants makes a decision on the liquidation of the Partnership.

12.7. The general meeting of participants is obliged to immediately notify in writing the body carrying out state registration of the decision to liquidate the Partnership in order to enter information into the unified state register of legal entities that the Partnership is in the process of liquidation.

12.8. The General Meeting of Participants establishes, in accordance with the law, the procedure and terms for the liquidation of the Partnership and, in agreement with the body carrying out state registration of legal entities, appoints a liquidation commission consisting of the Chairman, Secretary and members of the liquidation commission. The number of members of the liquidation commission, including the Chairman and Secretary, cannot be less than three.

12.9. From the moment the liquidation commission is appointed, all powers to manage the affairs of the Partnership are transferred to it, including representing the Partnership in court. All decisions of the liquidation commission are made by a simple majority of votes from the total number of members of the commission. The minutes of the meetings of the liquidation commission are signed by the Chairman and the Secretary.

12.10. The Chairman of the Liquidation Commission represents the Partnership on all issues related to the liquidation of the Partnership, in relations with creditors, debtors of the Partnership and participants, as well as with other organizations, citizens and government bodies, issues powers of attorney on behalf of the Partnership and carries out other necessary executive and administrative functions.

12.11. The property of the Partnership is sold according to the decision of the liquidation commission.

12.12. Cash, received as a result of the sale of the Partnership’s property after satisfying the creditors’ claims, are distributed among the participants in proportion to their share of participation in the authorized capital.

12.13. When reorganizing or terminating the activities of the Partnership, all documents (managerial, financial and economic, personnel, etc.) are transferred in accordance with the established rules to the successor enterprise. In the absence of a legal successor, documents of permanent storage that have scientific and historical significance are transferred for state storage to the archives of the association ""; documents on personnel (orders, personal files, personal accounts, etc.) are deposited in the archives of the administrative district in which the Partnership is located. The transfer and organization of documents is carried out by and at the expense of the Partnership in accordance with the requirements of archival authorities.

12.14. The liquidation of the Partnership is considered completed from the moment the state registration authority makes the corresponding entry in the unified state register of legal entities.

12.15. The powers of the liquidation commission are terminated upon completion of the liquidation of the Partnership.

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

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

AND [ Full name and passport details - for individuals; full name and information about state registration - for legal entities], hereinafter referred to as the “Founders” (“Participants”), have entered into this agreement as follows:

1. The Subject of the Agreement

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

2. Authorized capital

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

2.2. The authorized capital of the Company consists of the nominal value of shares of the Company participants:

2.2.1. Share size [

Nominal value of the share [ Full name/name of the company participant] is [ amount in numbers and words] rubles.

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

Nominal value of the share [ Full name/name of the company participant] is [ amount in numbers and words] rubles.

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

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

2.3.2. When incomplete payment shares in the authorized capital of the Company within the established period, the unpaid part of the share passes to the Company.

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

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

3.1. The founders of the Company are obliged to:

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

Approve the Charter of the Company;

Elect management and control bodies of the Company;

Perform other actions related to the establishment of the Company.

3.2. The founders of the Company have the right:

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

Take part in the development of the draft Charter and agreement on the establishment of the Company;

Exercise other rights provided for by current legislation.

3.3. The founders of the Company bear joint liability for obligations related to the establishment of the Company and arose before its state registration. The Company is liable for the obligations of the founders of the Company related to its establishment only if their actions are subsequently approved by the General Meeting of Participants of the Company. In this case, the amount of liability of the Company in any case cannot exceed one fifth of the paid authorized capital of the Company.

3.4. Participants of the Company and an independent appraiser, in the event of insufficiency of the Company's property, jointly and severally bear subsidiary liability for its obligations within the amount by which the property contributed to the authorized capital is overvalued, for a period of five years from the date of state registration of the Company or the introduction of appropriate amendments to the Company's charter.

4. Final provisions

4.1. This agreement is not constituent document Society.

4.2. In the event of a discrepancy between the provisions of the agreement on establishment and the provisions of the Charter of the Company, the provisions of the Charter of the Company shall prevail for third parties and Members of the Company.

5. Signatures of the founders

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

IN this section samples and forms of legal documents are presented that are often mentioned in your questions: charter, LLC charter, LLC charters, download the charter, sample charter, sample charter, copy of the charter, constituent agreement on the creation of an LLC, changes to the charter, charters of organizations, charter of the organization, download charters, charters of institutions, charter of institutions, etc.

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Memorandum of association for the creation of an LLC - sample. Your questions are answered expert - lawyers and advocates of Moscow.

Memorandum of association
on the creation and activities of the company
with limited liability

_________________________________________________________________________
(full name)
(approximate version)

" "____________20__

We,_________________________________________________________________
(full name of legal entities:

surname, name, patronymic of individuals)

hereinafter referred to as the “Participants”, on the basis of the Civil Code of the Russian Federation, Federal Law dated 02/08/98 N 14-FZ “On Limited Liability Companies”, have entered into this Agreement as follows:

Article 1. Subject of the Agreement
1.1. Participants, based on the pooling of their contributions, undertake to create a Limited Liability Company
_________________________________________________________________________
(full name)
(hereinafter referred to as the “Society”).
1.2. Participants undertake to make contributions in accordance with the terms of this Agreement and the Charter of the Company. The parties bear the costs of creating the Company in proportion to their shares in the authorized capital.

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

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

Article 4. Legal status of the Company
4.1. The Company has the rights of a legal entity from the moment of its state registration in the prescribed manner, has settlement and other accounts in banking institutions, a seal and stamp with its name and indication of the location of the Company, forms of the established form, trademark and service marks.
4.2. The company owns separate property, which is accounted for on its independent balance sheet, and can, in its own name, acquire and exercise property and personal non-property rights, bear responsibilities, and be a plaintiff and defendant in court and arbitration.
4.3. The society has civil rights and bears civil responsibilities necessary to carry out any types of activities that are not prohibited federal laws, in accordance with the purpose and subject of activity specified in the Charter of the Company.
4.4. The company is liable for its obligations with all its property.
4.5. The company is not responsible for the obligations of its participants.
4.6. Participants of the Company are not liable for its obligations and bear the risk of losses associated with the activities of the Company, within the value of the contributions made by them.
Participants of the Company who have not fully contributed to the authorized capital of the Company bear joint liability for its obligations to the extent of the value of the unpaid portion of the contribution of each of the participants of the Company.
4.7. In the event of insolvency (bankruptcy) of the Company through the fault of its participants or through the fault of other persons who have the right to give instructions binding on the Company or otherwise have the opportunity to determine its actions, these participants or other persons in the event of insufficiency of the Company's property may be assigned subsidiary liability according to his obligations.
4.8. Russian Federation, constituent entities of the Russian Federation and municipalities are not liable for the obligations of the Company, nor is the Company liable for the obligations of the Russian Federation, constituent entities of the Russian Federation and municipalities.

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

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

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

7.6. The Company does not have the right to pay profit to the Company's participants, the decision on distribution of which among the Company's participants was made:
if at the time of payment the Company meets the signs of insolvency (bankruptcy) or if the specified signs appear in the Company as a result of the payment;
if at the time of payment the value of the Company's net assets is less than its authorized capital and reserve fund or will become less than their size as a result of payment;
in other cases provided for by law.
Upon termination of these circumstances, the Company is obliged to pay profit to the Company participants, the decision on the distribution of which among the Company participants has been made.

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

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

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

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

Article 12. Notifications
12.1. All notices to the Company or the participant related to this Agreement are sent in writing to the address of the recipient.
12.2. A notice sent is considered received and brought to the attention of the recipient on the day of its receipt. For telegrams and fax messages, the day of receipt of the Notification is considered to be the day the telegram or fax message was sent.
12.3. If there is a change of address for any participant, that participant must notify the other participants.

Since 2009 Agreement on the establishment of a limited liability company and is not a constituent document, but it must be present in the set of documents for registering an LLC.

The establishment agreement consolidates the agreement between the founders of the Limited Liability Company on the creation of a legal entity, and also determines the main characteristics of the created Company.

The agreement must be prepared in two copies, numbered and stitched. Only one copy of the Agreement must be submitted to the registration authority, which remains in the registration file. The second copy remains with the Company.

The agreement on the establishment of an LLC must contain:

• Information about the founders (individuals and/or legal entities);
• Full corporate name of the Company, and if available, abbreviated name;
• Location address executive body(legal address);
• Information on the size of the Authorized Capital and methods of its formation;
• Information on the distribution of the authorized capital of the LLC between participants;
• Information on the procedure for increasing (decreasing) the Authorized Capital;
• Information on the procedure for distributing profits between the participants of the Company;
• Information about the management bodies of the Company;
• Information on the procedure for the withdrawal of members of their Society;
• Information on the procedure for resolving disputes;
• Other information (see sample Establishment Agreement).

Procedure for concluding the Agreement on Establishment

The approval of the Foundation Agreement and the decision to sign it is reflected in the Minutes of the General Meeting of Founders.

All participants of the LLC being created must sign the Agreement. If the founders of a Limited Liability Company include legal entities, then on behalf of this person the Agreement is signed by its director and his signature is sealed with the seal of the organization.

Sample Agreement on the establishment of an LLC

AGREEMENT OF ESTABLISHMENT

Limited Liability Companies

"RegFile"

Moscow "___" ________ 20___

We, the undersigned Founders of the Society:

• Ivanov Ivan Ivanovich, passport series: 45 10 No. 111111, issued by the SOKOL DISTRICT OFFICE OF THE OFFMS OF RUSSIA IN THE MOUNTAINS. MOSCOW IN CJSC, date of issue 05.05.2005, division code 770-770, registered at the address: 444444, Moscow, st. Moskovskaya, 45, apt. 35.
• Petrov Petr Petrovich, passport series: 45 10 No. 222222, issued by the PASSPORT OFFICE of the Department of Internal Affairs of the NORTHERN TUSHINO DISTRICT OF MOSCOW, date of issue 03.03.2003, division code 772-772, registered at the address: 123123, Moscow, st. Pobeda, 2, building 2, apt. 22.

On the basis and in accordance with the Civil Code of the Russian Federation, the Federal Law “On Limited Liability Companies” and other legislative acts of the Russian Federation, we entered into an Agreement on the establishment of the Company as follows:

Article 1. CREATION AND STATUS OF THE SOCIETY.

1.1. The established Company has the rights of a legal entity in accordance with the legislation of the Russian Federation. The company is a legal entity from the moment of its state registration.

1.2. The Company operates on the basis of the Charter, approved by the founders and registered in the manner prescribed by law. The Charter defines the status of the Society.

1.3. Full corporate name of the Company in Russian: Limited Liability Company "RegFile".

1.4. Abbreviated corporate name of the Company in Russian: RegFile LLC.

1.5. The location of the Company is 333333, Moscow, Chistoprudny Blvd., 20, bldg. 2. The activities of the Company are not limited to any period.

Article 2. SUBJECT AND GOALS OF ACTIVITY.

2.1. The company is created for the purpose of carrying out a wide sector of services and production of goods defined by the Charter. All activities of the Company are carried out in accordance with current legislation.

2.2. Services are provided by the Company on a commercial basis.

Article 3. AUTHORIZED CAPITAL OF THE COMPANY.

3.1. The authorized capital of the Company is made up of the nominal value of shares and amounts to 10,000 rubles. 00 kop. (Ten thousand rubles 00 kopecks).

3.2. The authorized capital of the Company is divided into shares as follows:

• Ivanov Ivan Ivanovich - the nominal value of the share is 5,000 rubles. 00 kop. (Five thousand rubles 00 kopecks), which is 50% of the authorized capital.
• Petrov Petr Petrovich - the nominal value of the share is 5,000 rubles. 00 kop. (Five thousand rubles 00 kopecks), which is 50% of the authorized capital.

3.3. At the time of state registration of the Company, the authorized capital was fully contributed by property.

3.5. The share of the founder of the Company, unless otherwise provided by this Charter, provides the right to vote only within the limits of the paid part of the share belonging to him.

3.6.

In case of incomplete payment of a share in the authorized capital of the Company within the period determined in accordance with the Charter of the Company, the unpaid part of the share passes to the Company. Such part of the share must be sold by the Company in the manner and within the time limits established by Article 24 of the LLC Law.

3.7.

An increase in the Company's authorized capital may be carried out at the expense of the Company's property, and (or) at the expense of additional contributions of the Company Participants, and (or) at the expense of contributions from third parties accepted into the Company.

3.8.

An increase in the Company's authorized capital is permitted only after it has been fully paid.

Article 4. DISTRIBUTION OF PROFIT.

• 4.1. The Company has the right to make a decision quarterly, once every six months or once a year on the distribution of its net profit among the Company Members.
• 4.2. Part of the Company's profit intended for distribution among its Participants is distributed in accordance with the share in the authorized capital of the Company.
• 4.3. The Company does not have the right to make a decision on the distribution of its profit among the Participants and does not have the right to pay profit to the Company Participants:
• If at the time of such a decision the value of the Company's net assets is less than its authorized capital and reserve fund or becomes less than their size as a result of such a decision;
• In other cases provided by law.

Article 5. COMPOSITION AND ACTIVITY OF BODIES OF THE SOCIETY.

5.1. The management bodies of the Company are:

a) The supreme governing body is the General Meeting of the Company's Participants;

b) Sole executive body - General Director.

5.2. Information about the composition and competence of the Company's bodies, the procedure for making decisions, including the list of issues on which unanimity is required, is set out in the Company's Charter.

Article 6. PROCEDURE FOR WITHDRAWAL FROM THE SOCIETY.

6.1. A member of the Company has the right to leave the Company by alienating a share to the Company, regardless of the consent of its other participants or the Company.

6.2. The withdrawal of the Company's participants from the Company, as a result of which not a single participant remains in the Company, as well as the withdrawal the only participant Society from the Society is not allowed.

6.3. In the event of a Company participant leaving the Company, his share passes to the Company. The Company is obliged to pay to the Company participant who filed an application to leave the Company the actual value of his share in the authorized capital of the Company, determined on the basis of the Company’s financial statements for the last reporting period preceding the day of filing the application to leave the Company, or with the consent of this Company participant to issue to him in kind property of the same value or, in the case of incomplete payment of his share in the authorized capital of the Company, the actual value of the paid part of the share.

6.4. The Company is obliged to pay the Company participant the actual value of his share or part of the share in the authorized capital of the Company or give him in kind property of the same value within three months from the date the corresponding obligation arises.

6.5. 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 Company's net assets and the size of its authorized capital. If such a difference is not enough, the Company is obliged to reduce its authorized capital by the missing amount.

6.6.

The withdrawal of a Company participant from the Company does not relieve him of his obligation to the Company to make a contribution to the Company’s property that arose before filing an application for withdrawal from the Company.

Article 7. DISPUTES.

7.2. If no agreement is reached, the dispute is considered by the General Meeting of Members of the Company, the decision of which is final and binding.

7.3. The founders also have the right to judicial protection of their rights in the manner prescribed by current legislation.

Article 8. CONFIDENTIALITY.

8.1. Documentation or any information of commercial value provided by the Company Participants to each other, as well as to the Company, is considered confidential and cannot be transferred to third parties.

Article 9. FORCE MAJEURE.

9.1. The Participant is released from liability for partial or complete failure to fulfill obligations under this Agreement if this failure was a consequence of force majeure that arose after the conclusion of this Agreement as a result of extraordinary circumstances that the Participant could not foresee and prevent by reasonable measures. These circumstances include: flood, fire, earthquake or other natural phenomena, as well as war, hostilities, acts or actions government agencies and any circumstances beyond the reasonable control of Participants.

9.2. Upon occurrence of the specified clause 9.1. circumstances, the Participant must immediately inform other Participants about them in writing. The notice must contain information about the nature of the circumstances, as well as, if possible, an assessment of their impact on the Participant’s ability to fulfill its obligations under this Agreement.

9.3. In cases provided for in paragraphs. 9.1. and 9.2. of this Agreement, the period for the Participant to fulfill its obligations is postponed in proportion to the time during which such circumstances apply.

9.4. In cases where the specified clause 9.1. of this Agreement, the circumstances and their consequences continue to apply for more than 6 months, or upon the occurrence of these circumstances it becomes clear that they and their consequences will continue to apply for more than this period, the Participants must conduct negotiations as soon as possible in order to identify alternative ways of fulfilling this Agreement acceptable to them Agreement.

Article 10. FINAL CONDITIONS.

10.1. Any changes and additions to this Agreement are valid only if they are made in writing, signed by the Participants or authorized representatives of the Participants, and have also been properly registered.

10.2. From the moment of signing this Agreement, all previous correspondence, documents and negotiations between the Participants on issues that are the subject of this Agreement are considered invalid.

10.3. The Agreement comes into force from the moment it is signed by all Founders of the Company.

10.4. The founders themselves bear the costs associated with registering the Company.

10.5. The agreement is drawn up on four pages, in duplicate.

Article 11. SIGNATURES OF THE PARTIES.

Ivanov Ivan Ivanovich ______________________________________

Petrov Petr Petrovich ________________________________________

The obligation to conclude it is enshrined in law: in Article 89 of the Civil Code of the Russian Federation and Article 11 of the Law “On LLC”. Secondly, the 2017 Charter does not include information about the participants, so it is impossible to find out from it who is the owner of the company. The main role of the agreement is to determine the order of actions that will be performed by the founders in the process of creating an LLC. Here the following are indicated: the period, size and form of contributing a share to the management company, the size of the management company itself and the shares due to each of the founders.

• WHO CAN CONCERN AN AGREEMENT ON THE ESTABLISHMENT OF AN LLC?

A limited liability company is created by one or more founders. The founder of an LLC can be either an individual or a legal entity. The law imposes restrictions on the following categories: deputies, state. and military personnel, government agencies. authorities and local government, business companies, having only one participant in their composition. By law, they cannot become founders of an LLC.

• IS IT NECESSARY TO DRAFT AN AGREEMENT ON THE FOUNDATION OF AN LLC IF IT HAS SINGLE FOUNDER?

If an LLC has only one founder, then he does not need to conclude an agreement on establishment, even if subsequently, after registration, the number of its participants is increased. After registration is completed during the creation of the Company, the agreement on establishment actually ceases to be valid, with the exception of certain cases (in particular, when the agreement provides for the procedure for payment of the share after the establishment of the company or provides for a penalty for late payment of the share, and also when the agreement provides for the procedure for the provision of compensation by a company participant for early termination of the right use of property transferred by him for the use of the company to pay for his share in the authorized capital).

• IS THERE A UNIVERSAL FORM FOR AN AGREEMENT ON THE ESTABLISHMENT OF AN LLC?

The legislation does not provide for a unified form of agreement on the establishment of an LLC, but there are certain requirements for the content of the Agreement provided for by the Federal Law “On Limited Liability Companies”. The agreement on the establishment of an LLC must indicate:

• the procedure for the founders to carry out joint activities to establish an LLC;
• size of the authorized capital of the LLC;
• the size and nominal value of the share of each of the founders of the LLC;
• size, procedure and terms of payment for such shares in the authorized capital of the LLC

At the request of the founders, the Agreement may provide the following provisions:

• the fate of the property transferred by the LLC participant for the use of the company to pay for his share, in the event of such participant leaving or expelling from the Company.
• rules and procedures for exiting a limited liability company and early termination of the use of the organization’s capital;
• the procedure and rules for imposing various fines, penalties or penalties in case of non-compliance with the agreed rules for carrying out activities by each of the founders;
• the procedure for inheriting any share of the LLC;

• DO I NEED TO SUBMIT THE ESTABLISHMENT AGREEMENT TO THE TAX OFFICE?

In accordance with the Federal Law “On State Registration of Legal Entities and individual entrepreneurs» when creating a legal entity, constituent documents are provided. Considering that the Agreement on the establishment of the Company is not a constituent document by virtue of Art. 5 of the Federal Law “On LLC”, then it is not necessary to submit it to the tax office.