The charter is currently the only constituent document for limited liability companies. Other documents related to the activities of the company, including certificates, memorandum of association, minutes of general meetings and decisions of the sole participant, are not constituent documents.
The constituent documents for limited liability companies are defined in a special law, which regulates the activities of legal entities with this organizational and legal form. Until mid-2009, the charter and the memorandum of association were the constituent documents. However, at present, the constituent agreement has lost its designated status, and the only constituent document for any LLC is the charter, which is submitted during the registration of the company to the tax authorities. It would be a mistake to call other documents constituent documents directly related to the current activities of the organization in the form of a limited liability company.
What is the charter of an LLC?
The charter of a limited liability company is the main document in which the organizational and legal basis for the implementation of its activities by this organization is recorded. The charter contains information on the full, abbreviated name of the company, its location, description and powers of the management bodies, information on the amount of the authorized capital, obligations and rights of the participants. A complete list of information that must be included in this constituent document is enshrined in a special federal law. The pages of the company's charter must be numbered, and the document itself must be stitched and sealed with a company seal, signed by the sole executive body (director) or a notary.
What documents are not considered constituent documents for an LLC?
Certificates issued by the tax inspectorate are sometimes mistakenly referred to as the constituent documents of a limited liability company. These include a certificate of assignment of a TIN, a certificate of assignment of an OGRN, a certificate of making an entry in the Unified State Register of Legal Entities. In addition, the minutes of the general meeting of the company's participants are not constituent documents, although these minutes may record the most important decisions related to the activities of the organization. For the same reason, the decisions of the sole founder, which perform the functions of protocol in companies with one participant, are not referred to the constituent documents. The memorandum of association is also sometimes concluded by the participants in the company, but today it has the status of an ordinary civil law agreement.
