The constituent agreement of LLC was replaced by the agreement on the establishment

A limited liability company can not exist without constituent documents, the main one always being the constituent contract of LLC.

Three years ago there was a different form of the foundation agreement than now. It contained a detailed description of the firm's activities (purpose, tasks, types of services or goods), aspects related to the organization of labor (the rights and obligations of the founders, management body), firm's property, economic issues, the procedure for the distribution of finance, the procedure for liquidation, reorganization, Branches. Now all these moments are prescribed only in the charter of the company - by law from July 1, 2009 this is the only constituent document of the LLC.

The agreement on the establishment of the LLC is something else: not a constituent document, but a necessary one. It is concluded between the creators of the company and should reflect the subject of the agreement (establishment of the LLC), the location of the firm, the full and abbreviated name, as well as the size of the capital, the shares of each founder in it, and, of course, the signature. The law determines the content of this agreement and the nuances of formulations.

The founder can be anyone, even a local government and a municipal institution. The maximum number by law does not exceed 50 people. The constituent contract of LLC, let's call it conditionally so, should contain the words "commit to create", this is the essence of this document. And further under the text other details of the agreement are specified.

As for the name of society, it is sufficient to indicate a shortened form - an abbreviation. In full, it is necessary to prescribe a combination of "limited liability". This name will become a brand name, i.e. To act under a different name the company no longer has the right, unless it takes a corresponding decision at the general meeting and does not properly register changes in the unified state register of jur. Persons. It is not necessary to copy, even partially, the name of other similar firms. This can result in legal proceedings.

As mentioned earlier, the company's founding agreement (on creation) should contain information about the location of the company. The legal address of the company may be the same as the residence address of its director or founder, which is the sole creator of the LLC. The organization itself can be located anywhere (the actual address of the location).

Specifying the authorized capital in the contract, by this time the founders of the company must deposit all of its amount into their bank account.

The establishment of a limited liability company can not be documented in the form of a contract if the participant is one person (in accordance with civil law norms in respect of contracts). After all, for the contract you need a few people. In this case, the founders have always written the decision of the "general" meeting for the number 1 on the establishment of the LLC. You can draw this declaration of will in the form of a protocol or other document. The main thing is not to sign it on behalf of the director of a non-existent (not registered) firm. Only the founder can sign such a decision.

Having a constituent contract LLC, the creators can apply with the application to the registration chamber for the state registration of the company. The tax authority registers the company after providing a receipt for payment of the fee, indicating the person who paid it (this should be one of the founders). The reason for refusal to register will be the lack of information about the location of the company, its abbreviated name, if the state duty is not paid, and if the requirements for processing documents are not complied with. Each page should be numbered, and after all the document is filed and signed.

Any questions concerning the documentation of the company should be interpreted not only on the basis of the relevant federal law, but also on the basis of the civil code (the part that describes the contractual relationship).