The constituent documents of the enterprise include:

• - the charter of the enterprise (when establishing an enterprise of any form of ownership)
• - Memorandum of Association (if the founders include two or more persons) or the founder's decision to create an enterprise (if one person acts as founders)
• - application of the founder or a person authorized by the founders for state registration.

Preparation of constituent documents is the first step in creating a tourism company. The list and content of constituent documents depends on the chosen organizational and legal form of the future enterprise.

The charter is a set of rules that establish the order and organization of the enterprise. This is an important document and should be treated with the utmost care. When developing the charter, it is necessary to proceed from the requirements of legislative acts in force on the territory of Russia, which determine property rights, as well as the rights and obligations of an enterprise in the process of carrying out economic activities.

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

• - the name of the enterprise, indicating its organizational and legal form, the surname of the owner of the property and the name;
• - information about the founder
• - company address
• - subject, goals and activities
• - the procedure for the formation of property, including the ownership of the property of the enterprise
• - procedure for distribution of profits and coverage of losses
• - enterprise management and the competence of management bodies
• - conditions for reorganization and liquidation of the enterprise.

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

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

• - on the size and composition of the authorized capital;
• - the order of distribution of profits;
• - the size and procedure for changing the shares, stocks or shares of each of the participants in the authorized capital;
• - the amount, composition, timing and procedure for making contributions by participants;
• - on the liability of participants for violation of obligations to make contributions, etc.

The Memorandum of Association is concluded if there are several founders.

When preparing the constituent documents of the created organization, the question of choosing a name arises.

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

• 1. The invariability of the name. They get used to the name, it just stays in the memory. This makes business contacts easier. When choosing a name, you need to think about its immutability.
• 2. Association with manufactured products, with their characteristic pleasant features. A well-chosen name contributes to the creation of an original and beautiful logo of an organization, a trademark, etc. However, when choosing a name, the boundaries of the company's activities are outlined rather conditionally, excessive rigidity should be avoided, since the nature of the activity may change in the future.
• 3. Brevity, euphony, aesthetics. The name should be such that by replacing, adding or removing letters, it could not be transformed into a cacophony of the name. The names are best perceived, consisting of one or two words reflecting the type of activity of the enterprise.
• 4. Uniqueness of the name. If an unfavorable impression arises about one of the firms with the same name, this impression can be transferred to another firm of the same name.

One of the points that must be reflected in the constituent documents is the address of the location of the legal entity to be created. Thus, the founders must determine in advance where the organization to be created will be located.

The solution of issues related to the determination of the location, postal address and place of storage of documents of the created legal entity is a preparatory stage preceding state registration. When choosing the address of the location, one should take into account the list of addresses at which the registration of legal entities has been suspended, based on the appeal of owners, tenants and balance holders, since the reason for refusal to register an organization may be that the address belongs to this list.

The location of a legal entity is determined by the place of its state registration, unless otherwise specified in the constituent documents of the legal entity (clause 2 of article 54 of the Civil Code of the Russian Federation).

The founding documents (charter) of a legal entity must indicate the specific address of the location (indicating the zip code, street, house and premises) at which the governing body of the legal entity is located (the statute specifies which specific governing body is located at the location of the legal entity) person), and the grounds for the placement of this governing body (sale and purchase agreement for premises, certificate of ownership, other property rights, lease agreement, etc.).

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

If the location is determined by the place of permanent location of its governing bodies, then in addition to specifying a specific address, it must be indicated which permanent governing body is permanently located at this address and the basis for the location of this body at this address (the contract for the sale and purchase of premises, registered in accordance with the established procedure , certificate of ownership, other property rights, lease agreement, etc.).

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

Residential premises in which the founder (participant or shareholder) or the head (sole executive body) of a legal entity lives can be used as a postal address.

During state registration of an enterprise, state registration of changes in constituent documents, written notifications of the postal address must be submitted to the registering authority. Notices are submitted regardless of whether there is a postal address entry in the constituent documents. If a residential unit is listed as the mailing address, the owner or the responsible tenant must be indicated in the written notice. The notice is signed by all adult residents of the apartment. An extract from the house book is attached to the notification. The absence of notification of the postal address during registration created by establishment and reorganization is the basis for refusal of state registration.

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

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

The procedure for the creation and liquidation of a travel company

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

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

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

1) the name of the legal entity;

2) its location;

3) the procedure for managing its activities;

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

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

Limited liability company... A company founded by one or more persons, the authorized capital of which is divided into shares, and the size of these shares is determined by the constituent documents, is recognized as a limited liability company; the participants of such a company are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the limits of the value of their contributions (clause 1 of article 87 of the Civil Code of the Russian Federation).

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

The constituent documents of an LLC are the constituent agreement and the charter, provided that there are more than one founders. If an LLC is established by one person, then only the charter approved by this person is the constituent document.

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

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

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

3) the size and composition of deposits;

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

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

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

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

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

1) full and abbreviated company name of the company;

2) information about the location of the company;

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

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

5) information on the size and par value of the share of each participant in the company;

6) the rights and obligations of the participants in the company;

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

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

9) information on the procedure for keeping the company's documents and on the procedure for providing information by the company to members of the company and other persons;

10) other information that does not contradict the legislation of the Russian Federation (clause 2 of article 12 of the Federal Law "On limited liability companies").

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

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

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

An open joint-stock company is obliged to publish an annual report, balance sheet, and profit and loss statement for the public every year. The number of shareholders of an open company is not limited.

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

The shareholders of a CJSC have a preemptive right to purchase shares sold by other shareholders of this company. The number of shareholders of a closed company must not exceed fifty.

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

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

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

2) the type of company (open or closed);

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

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

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

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

7) the procedure for preparing and holding the general meeting of shareholders, including a list of issues, the decision on which is adopted by the company's management bodies by a qualified majority vote or unanimously;

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

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

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

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

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

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

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

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

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

d) the issues of creating a legal entity in cases established by law have been agreed with the relevant state bodies and (or) local self-government bodies;

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

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

4) an extract from the register of foreign legal entities of the corresponding country of origin or other equally valid proof of the legal status of the foreign legal entity - the founder;

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

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

Basic steps when creating a legal entity:

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

2) signing a memorandum of association and writing the Articles of Association of the company (based on the Federal Law “On Limited Liability Companies” or the Federal Law “On Joint Stock Companies”);

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

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

5) writing an application in the prescribed form;

6) notarization of the applicant's signature;

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

The following documents are attached to the application:

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

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

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

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

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

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

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

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

2) a copy of the main document of the applicant (if an individual registered as an individual entrepreneur is a citizen of the Russian Federation). In the event that an individual registered as an individual entrepreneur is not a citizen of the Russian Federation, or the documents proving his identity do not comply with the established rules of the law, then copies of documents are provided in accordance with paragraphs. c, d, e, f, f, clause 1 of Art. 22.1 FZ "On state registration of legal entities and individual entrepreneurs";

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

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

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

The procedure and deadline for submitting documents by an individual to the registering authority is similar to the procedure and deadline for registering a legal entity.

On the basis of the decision made by the registering authority and making an entry in the Unified State Register of Individual Entrepreneurs, the company is considered registered and, therefore, has the right to engage in travel agency activities.

1. General Provisions

1.1. Limited Liability Company NAME, hereinafter referred to as the Company, was established and operates on the basis of this Charter, the Civil Code of the Russian Federation, the Federal Law on Limited Liability Companies dated 08.02.1998 N 14-FZ. as well as other applicable laws. The company is considered to be created as a legal entity from the moment of its state registration in accordance with the established procedure.

1.2. The company is a business company, the authorized capital of which is divided into shares. The property liability of the Company and its members is determined in accordance with the rules of Section 3 of this Charter and in accordance with applicable law.

1.3. Full corporate name of the Company in Russian:

Limited Liability Company NAME.

Abbreviated name of the Society in Russian: LLC NAME.

1.4. Location of the legal entity:

Russian Federation, Region, Locality.

1.5. The company was founded for an unlimited period.

1.6. In accordance with this Charter, the members of the Company may include individuals and organizations, including enterprises with the participation of foreign legal entities and citizens, as well as foreign legal entities and citizens recognizing the provisions of this Charter, who have paid for their shares in its charter. capital.

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

1.8. In the manner prescribed by law, the Company has the right to create organizations with the rights of a legal entity or participate in their creation.

1.9. The company may have representative offices and branches in Russia and abroad, as well as participate in the capital of other legal entities. In the event of the establishment of branches and representative offices of the Company, this Charter shall be amended to reflect information on the respective branches and representative offices.

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

2. Legal capacity of the Company. Subject and objectives of the activity

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

2.2. Society has general civil legal capacity, civil rights and civil obligations.

2.3. The company has the right to carry out types of economic activities that correspond to its goals and objectives, and do not contradict the legislation.

2.4. The implementation of activities classified by law as licensed is preceded by the receipt by the Company of the corresponding license (licenses) in the manner prescribed by law.

If the conditions for granting a special permit (license) to carry out a certain type of activity provide for the requirement to carry out such an activity as an exclusive one, then the Company is entitled to carry out only the types of activity provided for by the license and related activities during the validity period of the license.

2.5. The company is obliged to comply with applicable law, correctly and promptly make obligatory payments to the budget and extra-budgetary funds,

Full version of the Charter of LLC 2015 download

LLC Charter: features of the document and its sample

Since July 2009, a law has been in effect in our country, according to which the Charter of LLC is recognized as the only constituent document of a Limited Liability Company. What is it, what is the Charter for and what points should you pay attention to when developing it? We understand this difficult issue.

What is the charter of an LLC and what is it for?

The charter of the organization is a constituent document, the provisions of which govern all activities of your company. It is necessary not only for the registration of an LLC. but also to determine the rules of the relationship between the participants of the LLC. This document is developed during the establishment of the Company, before the founders sign another document - the constituent agreement (today it is not one of the constituent documents, but is required for the LLC registration procedure). On the basis of the Charter, not only the registration of the Company takes place, but also the introduction of amendments to the registration documents (this may be required when changing the founder, general director, chief accountant, the size of the authorized capital, etc.).

Development of the organization's charter

Considering that the Charter clearly prescribes all relationships between the members of the Society, its development should be taken seriously and entrusted with the creation of this important document to an experienced lawyer who is well versed in the twists and turns of our legislation. He will be able to prepare the required document at a high quality level and in a short time. But, of course, the work of such a specialist will require significant financial costs from entrepreneurs, because "manual" work on the development of a charter is not so cheap. But you can still save money. This will make a ready-made document template.

In order not to develop the Charter anew, you can simply take a sample of the charter of an enterprise that has already been registered, and, having made the necessary changes, according to the specifics of your business, create your own Charter on its basis. This is the easiest and most affordable way to solve the problem of developing a constituent document. Now on many resources, including ours, you can find a template of the charter of an LLC. the main thing is to use as a sample a template of a new sample, which was compiled taking into account all the requirements of the current legislation.

As for the content of the document, it includes several important aspects. Let's start with the fact that today the Charter does not require entering information about the LLC participants, as well as information on the size of the shares of each participant in the authorized capital of the Company. This greatly simplifies the procedure for changing information about an LLC in the event of a change of participants (previously, in this case, changes had to be made to the Charter as well). As for the content of the document itself, then it is worth paying close attention to the fact that:

Registration of the Charter

It is not difficult to find a sample LLC Charter today. But do not forget that the finished document must be correctly drawn up. The revised and finished Charter is stitched, its pages are numbered starting from the second (the title page goes without a number, and the second page is numbered with the number “2”). On the back of the last page, a special sealing sheet is pasted, which indicates the number of laced and numbered pages, the surname, initials and signature of the applicant, as well as the seal of the organization (it is only needed to amend the Charter, and there cannot be a seal during the initial registration).

Experts recommend issuing not one, but two copies of the original Charter, since some government agencies require exactly two original documents. In addition, it is worth immediately making several copies of the Charter, which are drawn up, like the original (stitched, numbered, sealed). In this case, photocopies must be removed from all pages of the document (including the title page), but neither the signature of the manager nor the seal is placed on the sealing sheet.

LLC with one founder

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

The indication in the Charter of some data depends on the number of founders. So, for example, the Charter of an LLC with one founder has its own characteristics that relate to the address of the enterprise. Such a Company can be registered at the home address of the General Director and indicated in the Articles of Association as the address of the LLC. And the term of office of the head (general director) in such a Charter is determined, as a rule, indefinitely. It should be noted that both an individual and a legal entity can act as the sole founder of an LLC, which, in turn, may have several participants. This is not against the law. But, another Company, which also has one founder, can NOT be the only founder of the LLC.

LLC with two (or more) founders

You can download a sample charter of an LLC with two (or more) founders here. If an LLC has two or more founders, then the Charter must clearly define the procedure for interaction between them. Of course, first of all, this concerns financial issues. For example, it is worth pointing out whether there is a possibility of free withdrawal of members from the Society and predetermining a mechanism for protecting and alienating the shares of former founders. In addition, it is imperative to indicate the possibility of the participants exercising their preemptive right to buy out shares from other participants if they wish to sell their part of the business. Here you can also specify the pricing criteria for the alienated share (for example, from the value of net assets or at a nominal price).

It is also possible to provide for the possibility of alienating the share of the participant to third parties (this applies to inheritance or donation). But, the most important thing is to determine the procedure, as well as the timing of payment to the former participant of the cost of the alienated share. An example of the LLC Charter, where all these important points are spelled out, can be downloaded from the link.

Charter changes

Although, according to the current legislation, information about the founders is not entered into the LLC Charter, there are situations when it is nevertheless necessary to amend the document. Such situations include a change in the name of a legal entity. address or change in the size of the authorized capital of the Company. Changes can be made by a decision of the participant (if it is an LLC with a single founder) or by a decision of the general meeting.

After the decision to make changes has been made, they (changes) must be registered with the relevant state authorities. Only then will they enter into force and be considered valid.

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

According to the law of our country, the registration of the LLC Charter (and changes) is carried out by the inspection of the Federal Tax Service of Russia at the location of the legal entity (or at the place of residence of the general director - if the home address is indicated in the Charter of an LLC with one founder). Before submitting documents for registration, you must pay a state fee. The registration authority requires the applicant to:

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

When submitting documents for registration of the Charter, you should carefully and accurately fill in all the fields in the application and pay attention to the fact that the state fee is paid on behalf of the applicant.

Note:

Taxation when trading with foreign countries or How to calculate VAT

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

LLC Charter (download a standard sample LLC charter) for 2015

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

The charter of an LLC is a constituent document that defines the procedure, as well as the conditions for the operation of the enterprise. The charter of an LLC contains all information about the organizational and legal form of the enterprise, its name, physical location, the amount of the authorized capital, the composition of the founders.

In addition, it provides information on the procedure for the formation and compensation of its management and control bodies.

The charter of an LLC mentions the conditions and procedure for the division of profits between the founders of the company. The procedure for reorganization and liquidation of the company has been established.

In two thousand and eight, on December 30, Federal Law-312 "On Amendments to Part One of the Civil Code of the Russian Federation (Civil Code of the Russian Federation) and Certain Legislative Acts of the Russian Federation" came into force.

According to this law, it was necessary to introduce the necessary amendments to the previously created documents. And the deadline for the change was set - January 1, two thousand and ten. The essence of the obligatory re-registration of an LLC is that the charter must be redone in accordance with the new rules.

The main changes that were made to the new LLC charter:

1. The constituent agreement is excluded from the list of constituent documents of the LLC. It is now possible to amend the charter of a limited liability company by voting. If the majority of participants support this change, then it will take effect. Moreover, the majority of participants are at least two-thirds of the founders.

The only limitation in this case is the larger number of votes, which should be stated in the charter itself.

2. The charter of the LLC will no longer contain information about the names of the founders and the size of their shares. This will reduce the re-registration of the organization if the composition of the founders is changed (someone leaves the LLC or vice versa, a new founder appears). And also in the case of the sale or purchase of a share of ownership in an LLC.

Data: last name, first name, patronymic of the founders, as well as their share will henceforth be in a new document - the list of LLC participants.

3. Now any purchase, sale of the share of the owner of the LLC or its transfer to another person must be certified by a notary. If this condition is not met, then the sale, purchase or transfer is considered invalid and has no legal effect.

4. In order to protect creditors as much as possible, a restriction was imposed on the withdrawal of the company's members from the LLC, if, as a result, none of the founders remains in the company. If the company consists of one founder, then he also has no right to leave the LLC. In order to protect the remaining members of the LLC, the participant's right to withdraw from the LLC is limited. This is allowed only if such a possibility is provided for in the charter.

5. After making changes to the charter of an LLC, it is possible to directly prescribe in the charter a specific amount, thanks to which the participants of the LLC will be able to exercise their pre-emptive right to purchase a share or part of a share alienated by another participant in the company.

6. Amendments were made regarding payment of the authorized capital of the company in case of its increase. A number of rules have been formulated more precisely that regulate the execution of large transactions within the LLC and "outside its walls.

The LLC charter contains the following, main sections:

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

Only the applicant signs the Charter of LLC 2011!

Charter LLC sample

edition 03.02.2015

Currently, only the Charter of an LLC refers to constituent documents. Sample LLC Charter. below is compiled in full compliance with the current legislation. However, if your time is more important to you, then please contact us. Supplement this sample LLC charter with your activities, select the name of the LLC, address. Other provisions of the charter of an LLC must comply with the Civil Code of the Russian Federation, the Law on Limited Liability Companies, Federal Law 312-FZ of 12/30/2008.

WHAT SHOULD BE REFLECTED IN THE CHARTER

When preparing amendments to the charter of a travel agency, you must refer to paragraph 2 of Article 12 of the Federal Law of February 8, 1998 No. 14-FZ "On Limited Liability Companies" (hereinafter - the Law on LLC). So, the charter of a company must necessarily contain:
- full and abbreviated company name of the company;
- information about its location;
- information on the composition and competence of the company's bodies, including on issues that are the exclusive competence of the general meeting of the company's participants, on the procedure for making decisions by the company's bodies, including on issues on which decisions are taken unanimously or by a majority vote;
- information on the size of the authorized capital;
- the rights and obligations of the participants;
- information on the procedure and consequences of the withdrawal of a member of the company, if the right to do so is provided for by the charter;
- information on the procedure for the transfer of a share or part of a share in the authorized capital of the company to another person;
- information on the procedure for keeping the company's documents and on the procedure for providing information by the company to its participants and other persons.

The company's charter may contain other provisions that do not contradict the legislation.

Note that earlier in the charter it was also necessary to indicate information about the size and par value of the share of each participant in the company. In practice, this requirement was fulfilled as follows: the charter indicated the passport data of the participants in the company and information about the shares they owned. And if this information changed (for example, in the case of a passport change, change of residence, full or partial sale of a share), the travel agency had to make changes to the charter. Now information about the participants and their shares can be omitted from the charter of the company. Thus, the legislator saved the company from the need to re-register the charter, due to the change in information about the participants. At the same time, information about the participants is stored in the Unified State Register of Legal Entities.

The memorandum of association is no longer the constituent document of the LLC
In the charters of limited liability companies, it is necessary to exclude information about the constituent agreement as a constituent document of the company. However, let's pay attention: the constituent agreement as a constituent document loses its force only in relation to already existing companies. In the event that we are talking about the creation of a new company, its participants must conclude an agreement on the establishment of the company (Article 11 of the LLC Law). Such an agreement determines the procedure for the joint activities of the participants in establishing the company, the size of the charter capital of the company, the size and par value of the share of each of the founders, as well as the size, procedure and terms of payment for such shares in the charter capital. In fact, the agreement on the foundation of a company contains the same information as the foundation agreement, but by virtue of the direct indication of the law on LLC (Article 11), it is not a constituent document of the company. Let us consider in more detail some information that needs to be reflected in the charter.

Procedure for withdrawal of participants from the company

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

At the same time, clause 10 of Article 5 of Law No. 312-FZ allows the LLC to make changes to the charter before January 1, 2010, providing that a participant has the right to leave the company only by a decision of the general meeting adopted by ¾ votes.

Please note: the withdrawal from the company of all its members or the withdrawal of the only participant is not allowed (clause 2 of article 26 of the LLC law). Thus, the legislator ruled out a situation in which all members of the company could leave its membership, in fact, leaving their company in the "care" of the tax inspectorate.

Share alienation procedure

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

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

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

The company must provide its members with access to available judicial acts on a dispute related to the creation of a company, its management or participation in it, including access to rulings on the initiation of proceedings by an arbitration court in the case and acceptance of a statement of claim.

It has been established that within three days from the date of the presentation of the corresponding request by the company participant, the above documents must be submitted by the company for familiarization at the premises of the executive body of the company. In addition, at the request of the participant, the company is obliged to provide copies of the above documents.

The fee charged by the society for the presentation of such copies cannot exceed the cost of their production.

HOW TO MAKE THE CHARTER IN ACCORDANCE WITH NEW REQUIREMENTS

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

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

1. Amendments to the charter are being developed.

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

Please note: in the opinion of tax authorities, Form No. Р13001 "Application for State Registration of Changes to the Constituent Documents of a Legal Entity" approved by Decree of the Government of the Russian Federation No. 439 of June 19, 2002, does not meet the requirements of Law No. 312-FZ. Therefore, until the new forms are approved, officials recommend using the application form posted on the website of the Federal Tax Service of Russia (www.nalog.ru). This recommendation is set out, in particular, in the letter of the Federal Tax Service of Russia dated July 8, 2009 No. MN-22-6 / [email protected]

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

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

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

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

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

For registration of changes, the travel agency must pay a state fee - 400 rubles. (Subclause 3, Clause 1, Article 333.33 of the Tax Code of the Russian Federation). The article was published in the journal "Accounting for tourist activities" No. 11, November 2009

The constituent documents of the enterprise include: - the charter of the enterprise (when establishing an enterprise of any form of ownership) - the foundation agreement (if the founders include two or more persons) or the founder's decision to create the enterprise (if one person acts as the founders) - the statement of the founder or a person authorized by the founders for state registration. Preparation of constituent documents is the first step in creating a tourism company. The list and content of constituent documents depends on the chosen organizational and legal form of the future enterprise. The charter is a set of rules that establish the order and organization of the enterprise. This is an important document and should be treated with the utmost care.

Charter of a limited liability company - a travel company

Hotline 8 800 333-14-84 watch video The charter of a travel company is the main constituent document of the company, which confirms its creation. A sample travel agency charter can be downloaded from this page.

Download the package of documents Update date: 2018-01-10 Useful information Descriptions Document constructor LLC Documents for LLC Other documents LLC Charter of a travel company FreshDoc service is not only a library of templates, our service allows you to automate work with documents. Each template is customized individually, thanks to the built-in website builder.

Thus, you get not just a sample document, but a ready-to-use travel agency charter. All documents are drawn up within the framework of the current legislation of the Russian Federation.
This significantly reduces the time for their preparation and reduces legal risks.

Travel agency charter

Russian Federation (if any); 4. document confirming the payment of the state fee. The procedure and deadline for submitting documents by an individual to the registering authority is similar to the procedure and deadline for registering a legal entity.
On the basis of the decision made by the registering authority and making an entry in the unified state register of individual entrepreneurs, the company is considered registered and, therefore, has the right to engage in travel agency activities. ■ Certificate of registration with the tax authority; ■ Certificates of registration in off-budget funds. Private for tour reiting statutory documents are financial security for the right to carry out tour operator activities, as well as quality certificates and certificates of compliance with state standards of services offered by travel agencies.

Charter of a limited liability company - a travel company

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That is, when one of the parties (most often it is a tour operator) transfers a large amount (in money or in kind) to the other for future settlements. For example, a tour operator finances hotel renovations at the expense of the future service of its tourists.

The meaning of reconciliation acts is that the parties control their own expenses. The reconciliations are carried out regularly, and the disagreement of one of the parties with the content of the reconciliation acts is the basis for referring the case to the arbitration court.

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The name of the company can be anything, and it depends only on the imagination and taste of the founders. However, in order to further the success of the enterprise, it is necessary to take into account a number of principles when choosing the name of the company. 1.

The invariability of the name. They get used to the name, it just stays in the memory. This makes business contacts easier. When choosing a name, you need to think about its immutability.

2. Association with manufactured products, with their characteristic pleasant features. A well-chosen name contributes to the creation of an original and beautiful logo of an organization, a trademark, etc. However, when choosing a name, the boundaries of the company's activities are outlined rather conditionally, excessive rigidity should be avoided, since in the future the nature of the activity may change. 3. Brevity, euphony, aesthetics.

Charter of a limited liability company - a travel company

On the title page of the charter in the upper right corner, the date of its establishment and the signature of the founder are affixed. If the charter was established by a decision of the meeting of founders, the date of the meeting and the number of the minutes are indicated.

Before being submitted for state registration, the charter must be stitched. Memorandum of Association - a document regulating the conditions and procedure for joint activities of the founders and containing the following information: - on the size and composition of the statutory fund; - the order of distribution of profits; - the size and procedure for changing the shares, stocks or shares of each of the participants in the authorized capital; - the amount, composition, timing and procedure for making contributions by participants; - on the liability of participants for violation of obligations to make contributions, etc. The Memorandum of Association is concluded if there are several founders. When preparing the constituent documents of the created organization, the question of choosing a name arises.

Documents in tourist activities, their classification.

Certificate of state registration of the company - tour operator, travel agent. State registration is the main condition for carrying out entrepreneurial activity.

According to Article 12 of the Federal Law "On State Registration of Legal Entities and Individual Entrepreneurs", in order to register a tour operator company, the following documents must be submitted to the registering authority: 1) an application for state registration. The application form was approved by the Government of the Russian Federation. 2) the decision to create a legal entity in the form of a protocol, agreement or other document in accordance with the legislation of the Russian Federation; 3) constituent documents of a legal entity (originals of the Articles of Association, Articles of Association or notarized copies); 4) a document confirming the payment of the state fee (2000 rubles).

Travel agency charter sample

If the location is determined by the place of permanent location of its governing bodies, then, in addition to specifying a specific address, it must be indicated which permanent governing body is permanently located at this address and the basis for the location of this body at this address (contract of sale and purchase of premises, registered in accordance with the established procedure , certificate of ownership, other property rights, lease agreement, etc.). Postal address - the address (zip code, city, street, house, premises) at which a legal entity is contacted.

Information about the postal address may be contained in the constituent documents. Residential premises in which the founder (participant or shareholder) or the head (sole executive body) of a legal entity lives can be used as a postal address.

Travel agency charter example

Accounting documents mainly regulate the following areas of the travel agency's work: ■ making cash and non-cash payments; ■ compliance with cash discipline; ■ payment of established taxes and fees; ■ payroll to employees; ■ monetary or property relations between the founders of the company; ■ inventory and accounting of firm funds; ■ accumulation of reserve funds; ■ accounting and control of the company's accounts receivable and payable. The listed relations are regulated by a large number of accounting documents, which, in turn, can also be classified into several groups: ■ bank documents (payment orders, invoices, invoices, etc.); ■ cash documents (orders, cash book, etc.); ■ documents on the accounting of material assets or documents of strict reporting; § documents on wages (statements).