Minutes of the extraordinary general meeting of LLC participants: how and why is it drawn up. Rules for drawing up the minutes of the general meeting of participants of LLC How to formalize the withdrawal of a participant from LLC
Any enterprise has a supreme governing body in the form of a general meeting, which includes all owners. The more active it is, the more decisions are required from it. Such decisions shall only be made in writing. Protocols must be drawn up correctly, in compliance with all requirements of the law.
The minutes of the general meeting of owners and the minutes of the general meeting of founders are slightly different documents. are those who create a legal entity. It is not a functioning governing body. But the participants have the right not only to make important decisions, but also to implement them.
Most of the requirements for the protocol are spelled out in the norms of civil law. It says that it is necessary to hold meetings at least once a year in order to review the results of the enterprise's work over the past year. Events must be organized at least two months after the end of the financial reporting period. And maximum - after four months.
It is permissible to hold so-called extraordinary meetings. When a solution to a certain issue is needed right now, and if this issue is within the competence of the governing body. The role of initiators of such meetings is assumed by:
- auditors or auditors
- participants who own a share of more than 10%
- executive bodies, usually a director or board of directors
If necessary, the agendas for previous events are subject to adjustment. A number of additional questions can be put forward for consideration. But no later than two weeks before the next event is organized. Decisions become sole, if the company is managed by only one person.
Formatting the heading in the protocol
At the beginning of the protocol is information about the assigned number. The date on which the meeting was held is indicated. After that, proceed to the introduction:
- the full address of the holding along with the index
- forms of conduct, such as co-presence
- type of meeting with an indication of extraordinary
- location addresses
- full name
What are the requirements for the main body?
Entering the agenda into the minutes should be the first step in this case. Here you need to write about the participants who received in advance. And about the issues that are considered throughout the event.
The following points are about time:
- Opening and closing meetings.
- End and start of registration for participants.
The information concerning the participants is provided in full. This is due to the share in the authorized capital, full name.
After that, the issues that were adopted on the agenda are considered in turn. Be sure to enter the persons who make proposals and describe the essence of their proposals. If there are objections, they are described in detail. As well as the decisions taken as a result of consideration of the issue.
All participants who object to the decision, or who abstained from at all, are noted. Separately, they write about those who insist on introducing reasons for refusal. It is necessary to indicate the time when the vote was taken along with the counting of votes.
If several people speak, then the document reflects information about each of them. Separately for each proposal, the results of voting are drawn up. Recorded reports, if necessary.
Meeting notices
The LLC Law, in the text of Article 36, describes in detail the procedure in which they act when convening a meeting. The main actions include the following:
- Sending messages about events planned for the near future to each participant. For this, a special notification is created. departures - a month before the events themselves.
- Separate alerts for each attendee are generated if there are changes to the agenda. They are sent at least ten days before the event.
- Participants must receive all necessary materials for a particular meeting.
The Articles of Association may provide for other deadlines for reporting a meeting, shortened.
There are requirements that must be met when sending, formatting messages:
- When certified by a notary, it becomes necessary to create another document in order to then transfer it to a lawyer.
- Documents are handed over only in the way that is described in the society. In the case when the method is not defined, the use of registered letters is organized. Send them to the addresses present in the list.
- The time of the event, as well as the place, is determined separately. It also deals with the definition of issues on the agenda.
Protocol book, numbering
Meetings require the simultaneous holding of the event and the preparation of minutes. When the event ends, they are filed using special magazines. Each member of the community has the right to demand an extract from the protocol. In this case, the executive body is responsible for its preparation.
Documents to simplify identification. For this, all minutes are numbered after the meetings of the LLC.
There is no precise indication in the legislation as to whether numbering is mandatory.
Any documents have indexes along with the date - they take on the role of the main features in identifying securities. It is advisable to put them on each of the protocols.
Protocols and their certification
A separate notarization is required for the facts of the decision, after each of the meetings. Why is it also provided to a lawyer. Such a step may be absent only if information on other methods of certification of documents is present in the Charter of the enterprise.
Protocols are certified in the following acceptable ways:
- A video that is attached to the document.
- Putting down signatures from all the founders personally present at the event.
The founders may consider the method of non-notarial certification, if this issue is not initially included in the Articles of Association. The decision will be legitimate only if several conditions are met at once:
- Unanimous acceptance by all participants. That is, each of them is marked not only by personal presence, but also by voting for a more suitable solution.
- Consideration of issues in the text of the agenda.
Protocol and its distinctive features
If the main issue becomes itself, then the document should reflect information about:
- the location of the company along with the legal address
- the amount of the authorized capital and the order in which it is distributed among the participants
- creation of an audit commission, if there are more than 15 participants
- appointment of the necessary bodies for the management of LLC
- issuance and approval of the order
- resolution on the establishment of a company
The general meeting becomes mandatory even if the company goes through the procedure. If a new participant is introduced into the composition, then his full name must be present. And the size of the share that is due to him. It is also necessary to describe the percentage ratio between the share, as well as the authorized capital on average. Only after that they proceed to further actions, including settlements with all those who contributed.
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This article is a visual methodological guide on the design of protocols. It will help you to create a protocol correctly and quickly. It will also come in handy when you decide to teach this to your colleagues in order to save yourself from having to correct the mistakes they make.
Name of the species and belonging to systems and subsystems of documentation
Minutes - a document fixing the course of the meeting and the procedure for making decisions by the collegiate body.
Mandatory recording is subject to:
- meetings of permanent collegiate bodies of state power and administration, municipal governments, management bodies of enterprises and organizations (general meetings of founders, shareholders, meetings of boards of directors, boards of committees, commissions, directorates, etc.) and
- one-time or periodically convened conferences, meetings, meetings.
Reflection in the purpose of creating a management document principle of collegiality, collegial decision-making allows you to talk about the protocol as a standalone document.
The protocol is a document relating primarily to the system of organizational and administrative documentation. Protocols are managerial administrative documents(refer to the subsystem of administrative documentation), which perform managerial and legal functions, and the legal function of the protocol is a priority and comes to the fore.
But a document with the name of the type "PROTOCOL" is used in the process of documenting and many other activities.
In educational and scientific institutions, protocols record scientific achievements and discoveries, admission to training, opening of specialties, education standards, assignment of professional qualifications, academic degrees and titles, election to positions and other issues. Such protocols refer to the systems of scientific research or educational and methodological documentation (to their certain subsystems, depending on the purpose of creating the protocol and its content).
In business practice, minutes of business meetings, protocols of intent, protocols for the transfer of confidential information, protocols of disagreements, and others are drawn up, in which not managerial decisions are recorded, but agreements and reached by the parties (i.e. collegial, collective, not "commission", as is sometimes incorrectly said) agreement in resolving issues of mutual interest. Such protocols can be attributed to the subsystem of information and reference documents of the system of organizational and administrative documentation or to the subsystem of civil law contractual documentation of the same system, because they fix the course of execution of contracts and agreements, confirm interest and possible areas of cooperation, and also fix the main conditions for concluding specific transactions in the future.
The protocols created for the purpose of confirming settlements are part of the subsystem for cash transactions of the banking documentation system.
For some functions of personnel management, minutes of meetings of attestation and qualification commissions are compiled, which are included in a special subsystem of personnel documentation.
Minutes of general meetings of shareholders (and documents to them), the mandatory content of which is established by the Civil Code of the Russian Federation, the Federal Law "On Joint Stock Companies", the requirements of the regulator - the Federal Financial Markets Service, form a subsystem of organizational documents, on the basis of which a special subsystem has already been formed constituent documentation, and now we can talk about the process of forming a subsystem / system of documentation that provides corporate governance procedures.
Protocol classification
All types and varieties of protocols, regardless of whether they belong to a documentation system or subsystem, are classified according to two criteria - the method of documentation and the degree of completeness of the record of the meeting, which act simultaneously. So, according to the degree of completeness of the record, the protocols are divided into short and complete.
Full protocols can be detailed text(text way of documenting), verbatim(text method using special symbols that must be decoded when registering the protocol), phonographic(sound recording) video protocols(video sound recording is used, especially when conducting video conferences). They contain a record of the entire meeting, including remarks, questions, remarks, speeches and references during the meeting, noise, applause, etc. depending on the method of documentation.
Brief Protocol consistently records only the names of the chairman, the secretary, the composition of those present, the list of issues considered and the decisions taken. A variation of a short protocol is a protocol drawn up in an abbreviated form, which provides for a brief sequential presentation of the issues considered according to the “issue - decision” scheme.
The minutes are kept during the meeting by a specially selected or appointed person or by the secretary of a permanent collegial body ex officio, and the minutes of the operational meetings, which are chaired by the leaders, are kept and drawn up by the secretaries or assistants to the leaders.
When drawing up the minutes, the secretary of the meeting uses documents prepared in advance for the meeting: the agenda, lists of invitees, lists of members of the collegial body, texts of reports, speeches, information notes, draft decisions, etc.
The protocol drawn up directly at the meeting is a draft. It must be clarified, verified with the transcript or phonogram (if the meeting was transcribed or recorded on a dictaphone), edited and issued no later than 3 or 5 days from the date of the meeting. These terms or other standards of terms for preparing the protocol for signing - “on the day of the meeting”, “no later than the next business day”, etc. - are usually regulated by the regulations on the relevant collegiate bodies and the job description/job regulations of the secretary of a particular collegiate body.
protocol form
The protocol is the main administrative document of collegiate management and is almost always drawn up as a multi-page document. Therefore, when drawing up the first sheet of the protocol, it is necessary to use the general form of the organization or enterprise, and if there is no general form, the protocol is drawn up on sheets of A4 paper with the details arranged according to the model of the general form.
If the form for the first sheet of the protocol is not used, the details are usually drawn up in a longitudinal way (along the top margin of the sheet of paper) centered.
The standard form of the protocol includes the following mandatory details:
- full name of the organization or enterprise;
- name of the type of document (PROTOCOL);
- the date;
- index (in protocols that relate to administrative documents);
- place of compilation;
- title;
- text;
- signatures.
Additional details of the protocol are:
- name of the structural unit;
- stamp of approval;
- a mark on the presence of applications;
- place (room, office) and time of the meeting;
- surname and initials of the person chairing the meeting, session;
- date of signing the protocol;
- method of voting (open, secret, absentee).
Features of registration of mandatory details of the protocol, as well as the presence, number and rules for registration of additional details, the features of the form are determined by the requirements of the current legislation, business customs or a specific management situation. But all design features are based on general algorithm, which has historically developed in the process of compiling and formalizing the protocol as one of the main types of administrative documents.
Protocol header
To ensure the legal force of the protocol, it is necessary to correctly draw up full name of the organization or enterprise, which is recognized as the name of a legal entity registered in the Unified State Register of Legal Entities in accordance with its constituent documents and charter, (i.e. with the obligatory indication of the organizational and legal form):
Example 1
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Limited Liability Company "Your Partner"
Example 2
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Closed Joint Stock Company "ABVGD"
Name of the structural unit(additional details of the protocol) is usually issued on the document in the following cases:
- the protocol records all types of collegial activities in a separate division of the enterprise (see Example 3);
- meetings (primarily of an operational nature), which are held in one of the internal structural divisions of the enterprise, are drawn up by minutes (see Example 4).
Example 3
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Limited Liability Company "Company" The Fifth Element "
Branch "North-Western"
Example 4
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Open Joint Stock Company "Remmekhanizatsiya"
Department of Accounting and Tax Reporting
The names of the structural units in the protocol must correspond to the exact names fixed in the organizational chart, staffing table or other internal documents of the organization.
Name of document type (PROTOCOL) is always written in capital letters and is located one or two lines below the name of the enterprise or structural unit (in the case of a longitudinal arrangement of details - in a centered way).
the date the protocol is the date of the meeting, and not the final execution and signing of the document. If the meeting of the collegiate body lasted several days, then the minutes indicate the date of its beginning and the date of completion. Date formatting may vary. For example, digitally:
Example 5 Numeric date formatting
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Example 6 Numerical way to record the date of a meeting that lasted 2 days
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04.05.2011 - 05.05.2011
The digital method is used mainly when registering the dates of operational meetings and meetings.
When registering the date in the protocols of collegiate bodies (supreme management and executive bodies), the alphanumeric method is preferable.
Example 7 Alphanumeric date format
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Example 8 Setting the date of a meeting that lasted 2 days
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The date is located one line below the name of the type of document or above a special limiting line in the general form.
Index (number) of the minutes is drawn up on the same line as the date of the meeting above the boundary line in the general form or within the general area allotted for the date and index in the heading of the document. The protocol index is the serial number of the meeting within the calendar year or within the term of office of the collegial body. It should be noted that when registering indices from No. 1 to 9, at least two characters must be used. For example, it is correct to designate the simplest indices: “No. 01”, “No. 07”, etc. (see Examples 7 and 8).
Props "place of compilation or publication" is drawn up on a separate line below the date and index (with a longitudinal arrangement of details - in the center of the next line).
This requisite contains the name of the geographical location where the meeting of the collegial body actually took place. Conditional abbreviations used in the designation of geographical names must comply with the Rules for the provision of postal services.
Example 9
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Kolomna, Moscow region
Example 11
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With. Maleevo, Kolomna district
Moscow region
As header the protocol is drawn up brief wording of the type of meeting(type of collegial activity) in the genitive case, which is consistent with the name of the type of document (PROTOCOL - what?), the name of the collegial body and begins with a capital letter.
Example 12 Corner arrangement of the details of the design part of the protocol
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Example 13 Longitudinal arrangement of the details of the formal part of the protocol
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The heading of the minutes as a type of meeting is drawn up one or two lines below the requisite “place of compilation or publication” necessarily from the border of the left margin or in the area marked in the general form with bounding corners in the upper left corner of the sheet of paper. This arrangement is mandatory for both longitudinal and angular arrangement of details (see Examples 12 and 13).
The text of the protocol is the most complex requisite and consists of two parts - introductory and main. The introductory part of the text is strictly formalized. It draws up information about the composition of those present at the meeting and the agenda (list of issues submitted for discussion), which are completely independent elements of the text and are formulated according to standard rules.
Composition of those present is drawn up two lines below the type of meeting from the border of the left field and begins with the indication of the chairman and secretary of the meeting. The surnames of the chairman and secretary are drawn up after a dash, the initials follow the surname.
Example 14
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Chairman - Markov S.V.
Secretary - Petrova A.I.
The surnames and initials of the permanent members of the collegiate bodies present at the meeting (elected or included in the collegium by position) are listed alphabetically by surnames without the title of the position after the word “Attended:”, which is drawn up two lines below, necessarily from the border of the left field, and ends with a colon. Surnames of those present are drawn up across the entire width of the line through one line spacing.
Example 15
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Present: Borisov A.M., Vinogradov V.V., Gromov P.S., Dmitriev P.E., Ivanov L.M., Fomin P.P.
If the members of the collegial body include more than 15 people, then the composition of those present is indicated quantitatively, and a list by name is attached to the protocol, which is noted.
Example 16
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In attendance: 20 people (list attached)
Surnames and initials of invited officials who are not members of the collegiate body, but were present at the meeting, are listed after the word "Invited:". It is drawn up from the border of the left margin two lines below the word "Attended:" and ends with a colon. The positions of these persons are usually indicated.
Example 17
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Invitees: client manager Ageeva N.O., head of customer service department Kotova L.P.
The list of issues submitted for discussion and decision by the collegiate body is drawn up after the words "Agenda:", which are located from the border of the left field two lines below the composition of those present and ends with a colon.
Each item on the agenda is formulated with the preposition "O", answers the question "About what?" and contains an indication of the position, surname and initials of the speaker. Moreover, the word "speaker" is not used in the protocol, the speech formula is correct: "Report - (whose?) position, surname, initials."
Issues are numbered in Arabic numerals, placed on the agenda in order of their importance (or in accordance with the estimated time of discussion) and drawn up from the red line.
Example 18
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Agenda:
- On approval of the accounting policy for 2011
Report of the Deputy Chief Accountant Krasnov A.I. - On the preparation of a loan application to the Moscow branch of the North-Western Bank (OJSC).
Report of the head of the legal department Smolin A.G.
Agenda items should be formulated clearly and specifically, since they are the actual headings to the subsequent text of the protocol, which will be presented item by item in the order of consideration of the issues at the meeting.
The wording "Miscellaneous" in the agenda of the completed protocol is considered inappropriate, because the document is drawn up after the meeting, when it is already possible to precisely formulate all the issues considered.
Even in those cases when the agenda of the meeting is drawn up as an independent information document and sent to the participants of the meeting and members of the collegiate body in advance, the text of the minutes should include the wording of all the issues discussed. A note in the text of the minutes: “Agenda is attached” is unacceptable, even when the agenda is formed into a case together with the minutes as a separate information document.
The main part of the text of the protocol, i.e. the entire course of the meeting and the decisions taken, is compiled by the secretary of the meeting, working almost like a simultaneous interpreter, only the speech is “translated” from oral form (often spontaneous, emotional and not always prepared) into written form, i.e. . ordered, built according to speech patterns, mainly with direct word order and the use of special vocabulary and business style terms.
The main part of the text of the protocol is built in accordance with the agenda items by sections. Each section, reflecting the course of the meeting, consists of three parts: LISTENED - SPEAKED - DECIDED (DECIDED).
The word "HEARD" is numbered in accordance with the number of the agenda item, is drawn up from the border of the left field in capital letters and ends with a colon. Further, from the red line, the surname and initials of the speaker are drawn up in the genitive case (LISTENED - to whom?), A dash is put, and after it the content of the report is briefly or in detail recorded. The presentation is usually conducted from the third person singular in the past tense:
Example 19
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1. LISTENED:
Krasnova A.I. - reported on the main provisions of the Company's Accounting Policy for 2011. He noted that it had been completely revised in connection with the changes made to the Tax Code of the Russian Federation. Proposed to approve the accounting policy of the enterprise for 2011.
If the text of the main report was prepared in advance and, after consideration of the issue, was transferred to the secretariat/secretary of the meeting, then when presenting the text, it is convenient to use another method: briefly formulate the topic of the report in accordance with the agenda and after the period make a note: “The text of the report is attached”.
Example 20
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1. LISTENED:
Krasnova A.I. - on the main provisions of the accounting policy of the enterprise for 2011. The text of the report is attached.
At the same time, a pre-prepared report must be drawn up, signed and dated by the author so that it can really be issued as an independent document-attachment to the protocol.
The word "SPEAKED" is drawn from the border of the left field in capital letters and ends with a colon. The surname and initials of each of the speakers are drawn up from the red line and indicated in the nominative case (SPEAKED - who?). After a dash in the form of indirect speech, a brief or detailed content of the speech is recorded.
All questions to the speaker and speakers, as well as answers to them, are recorded in the order they are received and are also drawn up from the red line. The name of the person who asked the question may not be indicated.
Example 21
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Question: Are all fixed asset accounting groups reflected in the Accounting Policy?
Yes, all the groups that are needed for the correct reflection of fixed assets in accounting at our enterprise.
Solutions, adopted collegially on each of the discussed issues, are recorded after the word "RESOLVED" or "DECIDED". These words are terms of business style, reflecting decision-making based on the principle of collegiality (the pronoun "we" is implied). In business practice, each term has its own sphere of use in the preparation of protocols. So, in the minutes of general meetings of shareholders, founders, meetings of boards of directors, meetings of labor collectives, meetings of employees (within the framework of self-government established and permitted by the code of corporate conduct), initiative groups, the use of the term “DECIDED” is considered correct (the activities of the highest collegiate bodies are formalized, “ power"). In the minutes of meetings of committees, boards, working groups, operational meetings and other collegial executive bodies (the “operational management” is drawn up), the term “RESOLVED” is considered correct.
This word is formed from the border of the left field in capital letters and ends with a colon. From the red line on the points, administrative actions are briefly and precisely formulated, which must be numbered in accordance with the number of the issue on the agenda. The number of the decision taken consists of two parts separated by a dot, while the first digit corresponds to the number of the issue on the agenda, and the second - to the number of the decision on this issue (after all, it often happens that several decisions and instructions are made on one issue of the agenda). See Example 22.
The clause establishing the legal norm (“normative”) is formulated according to the standard speech model: what to do - in what (from what or for what) period? See solution 1.1 in Example 22.
- to whom - what to do - by what date? (see solution 1.2 in Example 22) or
If the decision was made by voting, then its results are drawn up in the form: “For - 10, against - 0, abstention - 2” or “Unanimously”. Compliance with this form is mandatory when decisions are made on the appointment, election or approval of candidates or on the personal composition of commissions, committees, etc.
Read about cumulative voting in Sergey Rossol's article "
Form part of the protocol
Signatures Chairman and Secretary of the meeting are drawn up on the edited and verified minutes. They are located three or four lines below the text from the border of the left margin and are separated by one line. In transcripts of signatures, initials are placed before the surname. The personal signatures of the chairman and secretary are drawn up on the original protocol.
Example 24
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Since the protocol is an internal administrative document of the enterprise, it seal is usually not required.
Copies (photocopies) of the executed and signed protocol or an extract from the protocol, which are necessary in the process of sending a document for execution, have the right to certify with his signature the secretary (secretary of the meeting or secretary of the collegial body ex officio), correctly filling out a mark on the certification of the copy. If a copy or an extract from the protocol is used within the organization, then it (as well as the protocol itself) is not stamped. If the extract or copy of the protocol is intended for use outside the walls of the native organization, it should be stamped on it.
Example 25 Notification of certification of a copy of the minutes
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Some types of protocols are subject to approval by the first head of the enterprise or organization. For example, the minutes of the meetings of the expert commission of the organization, the expert commission for assigning / removing the stamps of restricting access to information and documents of the organization, the minutes of meetings of project groups / project offices in project management, etc. are approved.
The approval is issued with a stamp, which is located in the upper right corner of the document and consists of the word "APPROVE", the abbreviated name of the position of the head (because the full name of the organization or enterprise is indicated in the header of the document or in the general form), personal signature, its transcript and approval date.
The article by Sergei Rossol "Minutes of the General Meeting of Shareholders and Participants" in the journal "Office work and document management at the enterprise" No. 4 "2011 on page 33
For information on how to hold a general meeting of shareholders / participants in joint-stock companies and LLCs, read Sergey Rossol's article "Annual Meeting in Business Companies" in the journal "Office work and document management at the enterprise" No. 3 "2011 on page 62
Minutes of the general meeting of LLC participants. Design rules
The minutes of the general meeting of participants in an LLC are an extremely important document. The requirements for compiling an OSU protocol are not fixed at the legislative level, however, the customs of business turnover and office work dictate certain rules for its compilation.
Mandatory record keeping
Firstly, the minutes of the meeting of LLC participants is a mandatory document confirming the very fact that the meeting was held (and the obligation to hold and the number of mandatory meetings per year is regulated by law and, in some cases, by the Charter of the company).
Secondly, it is in the protocol form that all decisions on the activities of the enterprise are drawn up.
The minutes of the general meeting of the LLC are kept at the enterprise and must be provided for review to any member of the company at his first request.
As a rule, the director of the enterprise is appointed responsible for keeping the protocols, which must be reflected in his job description.
What is reflected in the protocol
The minutes of the general meeting of LLC participants are kept by the secretary of the meeting or the chairman of the GMS.
The protocol reflects:
- date and time of the beginning of the meeting;
- OS type;
- quorum and OS legitimacy;
- OS agenda;
- speeches (abstract) of the participants, questions, discussions, additions;
- voting results on certain issues;
- decisions taken by the OSU.
The minutes of the general meeting of participants in an LLC are signed by all members of the company or the chairman of the meeting and the secretary. The protocol is stitched with obligatory page numbering, sealed with the seal of the enterprise.
It should be noted that the OS protocol may not contain a list of all participants personally, but in this case, a registration sheet for participants must be an obligatory annex to it, indicating their passport data and the personal signature of each of them. The registration sheet is drawn up in free form and stitched along with the protocol.
Another option would be to keep a log. In this case, the pages of the magazine are numbered, stitched and sealed with the company's seal. The period of storage of such a journal is not limited by any normative act.
It is also recommended to keep a record of the work of the counting commission. The counting commission itself is elected by the decision of the meeting, consisting of a chairman and at least one member of the commission. The protocol is signed by the chairman and filed together with the OS protocol.
To regulate all important points in the procedure for keeping minutes, it is recommended to develop and implement a "Regulation on the procedure for keeping minutes of OS", which fixes the procedure for compiling, amending, appealing, storing protocols. Such a provision is approved by the head of the enterprise or submitted for discussion by the OS (extremely rare).
All OS protocols must be kept until the liquidation of the company, and then transferred to the archive for storage.
Related videos
One participant - how to draw up a protocol?
But what if there is only one member in the LLC? Is keeping minutes obligatory or is it enough to draw up the participant's decisions? The law does not make an exception for such societies. The protocol of the general meeting of participants in an LLC in form and content in this case does not differ in any way from the protocol with a large number of participants.
I would also like to note that the protocol is only a technical way of formalizing the decisions of the participants. Therefore, in the event of a litigation, it will be legally competent to recognize that the decision, and not the minutes of the annual meeting of LLC participants, does not comply with the law. However, shortcomings in the protocol may become grounds for declaring decisions illegal.
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Documentation rules
The activity of any business entity is associated with the need to draw up a large number of documents, the execution of which is tied to unified forms, and also has managerial and daily functions.
__________________________________________________ (full name of the company) Decision of the sole participant of the limited liability company "________________" on the issue of changing the location<1>_____________ "___" __________ ____ d. Sole participant of the Limited Liability Company "____________", hereinafter referred to as the Company: - _____________________________________________________________________ (name, PSRN, TIN / KPP, address of the legal entity - participant) represented by __________________________________________________________________________ (full name representative and the document on the basis of which he acts) (or: ____________________________________________________________________) (full name, address, passport data, TIN of an individual) Decided: 1. Change the location by "___" ____ Companies from ____________________________________ to ________________________________. (old address) (new address) 2.
Signing / certification of the minutes of the meeting of the founders of the LLC (at the place of stitching)
Introduce the following amendments to the Charter of the Company: 1) _________________________________________________________________; (content of amendments to the articles of association related to the change of location 2) _________________________________________________________________. (addresses), including when changing the name of the settlement, street name, house number) 3. Instruct the General Director (Director, etc.):<2>; b) notify the tax authority, extra-budgetary funds of the change in the location of the Company; c) early termination of lease agreements for premises, land plots; d) sell property not subject to transportation; e) transport the necessary property; f) inform employees about the change in the location of the Company and about their rights provided for by the Labor Code of the Russian Federation; g) fulfill obligations to contractors and employees in cases provided for by law; h) purchase (and/or: lease) at the new location of the premises for the following purpose: _____________________________________________; (production, office, etc.) i) organize the activities of the Company at a new location before "___" __________ ____.
<1>According to Art. 39 of the Federal Law of 08.02.1998 N 14-FZ "On Limited Liability Companies" in a company consisting of one participant, decisions on issues related to the competence of the general meeting of participants in the company are taken by the sole participant of the company individually and are drawn up in writing.
According to paragraphs. 2 p. 2 art. 33 of the Federal Law of 08.02.1998 N 14-FZ "On Limited Liability Companies", the competence of the general meeting of participants in the company includes changing the charter of the company.
<2>According to paragraph 2 of Art. 4 of the Federal Law of 08.02.1998 N 14-FZ "On Limited Liability Companies" the location of the company is determined by the place of its state registration.
Comments:
Change of LLC founder
The change of the founder of an LLC can be carried out without the involvement of specialized law firms. This process occurs at the request of the founder and by the decision of the participants in the company. In accordance with the norms of the current legislation, there are several ways to change the composition of an LLC.
The step-by-step instructions for changing the founder of an LLC in 2018 proposed in this material should help our readers in this matter.
Who can leave an LLC?
Any of the founders has the right to withdraw from the company. In this case, the following conditions must be observed:
- participant's desire to leave;
- the presence of such a possibility in the constituent documents (Article 26 of the Federal Law No. 14 “On Limited Liability Companies” and Article 94 of the Civil Code of the Russian Federation).
Please note that the law says that any of the founders of an LLC has the right to withdraw from the company, but there may be restrictions in the Charter. For example, when creating a society, the participants agreed that in the first year of its existence they would not leave it. Thus, none of the participants is entitled to claim their share during this period of time.
How to formalize the withdrawal of a participant from the LLC?
If there are no restrictions in the founding documents of an LLC, then a participant can withdraw from the company at any time.
The procedure for withdrawing a member from the LLC is as follows:
1. An application for withdrawal is drawn up and submitted to the General Director.
2. The accountant calculates the amount of the share of the departing participant (it must be paid no later than 3 months). The interest due to the participant can be returned with property (according to clause 6.1, article 23 of the Federal Law No. 14).
3. At the meeting, the shares are redistributed among the participants.
4. Changes are made to the statutory documents.
5. Changes in connection with the exit of the participant are registered (but not later than in a month).
To withdraw from the LLC, the consent of other members of the company is not required, unless otherwise provided in the Articles of Association.
When changing the founder of a limited liability company, the procedure will be different.
Step-by-step instructions for withdrawing a participant from an LLC are available here.
How to change the composition of an LLC?
There are several ways to change the founder of an LLC. In each case, the step-by-step instructions for changing the founder of an LLC in 2018 will be different. There are the following options for changing the founder of an LLC:
- when a participant withdraws, his interest in the capital is transferred to the LLC and sold to a third party (or redistributed among the remaining participants in the company);
- the retired participant sells (donates or bequeaths) his share to a third party;
- a new member appears, and the former founder leaves the LLC;
- an increase in the authorized capital is made due to the fact that the new participant is a member of the LLC.
How to deal with the share?
Each of the participants in the LLC has the right to sell its share, unless otherwise provided in the Articles of Association. As a result of a successful transaction, the founders of the company change.
If a member of an LLC decides to sell his share, then he proceeds as follows:
1. Informs the other participants of the company about the sale of its share in writing. At the same time, each member of the LLC has a pre-emptive right to purchase a share.
2. If the participants refuse to purchase a share, a certified waiver of the pre-emptive right to purchase the participant's share is drawn up.
3. If the participant who sells his share is legally married, then it is necessary to obtain the consent of the spouse to sell the share. The same documents will be required from the buyer.
4. With a package of documents, the seller and the buyer apply to the notary. The seller provides constituent documents that confirm his right to a share in the authorized capital of the LLC.
5. The notary certifies the share purchase and sale transaction. Within three days, he sends a notification to the registration authority with a request to amend the Unified State Register of Legal Entities.
The participant can sell his share in the authorized capital only if it is paid in full. If the share is not paid in full, then you can sell a certain percentage of the share. Alternatively, the transaction can be carried out after the full payment of the cost of the share.
In a situation where a participant sells a share to one of the LLC members, notarization is not required.
Upon completion of the share purchase and sale procedure, a meeting of founders is organized. During the meeting, they draw up a Protocol on amendments to the Charter, which must be registered.
Entering a new member
The legislation of the Russian Federation allows an LLC to have one member who cannot withdraw from the company. What to do in this case?
The owner is selling the business. In this case, the procedure has much in common with the above procedure. A notary must draw up a contract of sale. The owner transfers his enterprise free of charge. The transaction is notarized. In addition, a decision of the sole founder to change the founder is drawn up.
When introducing a new member to an LLC, the following procedure is performed:
1. The participant submits an application addressed to the General Director and indicates in it the amount of the future share.
2. A decision is made to accept a new member of the LLC and increase the authorized capital of the company.
3. The new participant contributes the required amount to the LLC.
4. All changes are made to the constituent documents of the company, after which they are submitted to the state. registration.
5. Within three days after registration, the following is submitted to the tax office:
- charter of the company (as amended);
- decision to change the composition of the LLC;
- new Extract from the Unified State Register of Legal Entities;
- documents confirming the existence of a legal entity;
- a notarized application form Р14001;
- receipt for payment of state duty.
Now there are two members in the LLC. One founder may leave the company after completion of the exit procedure.
When changing LLC participants, it is necessary to make appropriate changes to the statutory documents, register and submit to the tax office.
Dismissal of the head and his exit from the LLC
Very often, one of the founders of an LLC acts as a manager. But it may happen that this person wants to leave society, which means that he must be fired according to the law. Consider how the change of CEO occurs.
The procedure goes like this:
1. The participant applies for withdrawal from the LLC, and the head - for dismissal - the same person draws up these two documents.
2. The new manager writes a job application (the process of introducing a new member to the LLC is discussed above).
3.
The correct procedure for drawing up the minutes of the general meeting of participants in the LLC
A general meeting is held, at which a decision is made to change the directors. No changes are made to the founding documents.
4. Within three days, the following package of documents is submitted to the registration authority: copies of the passports of the managers and their (related to the LLC); copies of constituent and registration documents; extract from the Unified State Register of Legal Entities; application in the form P14001; application in the form P13001; meeting minutes.
5. Conduct an inventory, and the old head transfers the affairs to the new head of the LLC.
6. The dismissal order is issued by an employee of the personnel department. An appropriate entry is made in the work book of the former head.
7. A new contract is concluded with the general director.
You should also send a notice of changes to the LLC to the bank.
also interesting:
In addition, there is a specific case established by law, when the sole founder of an LLC is obliged annually, from March to June, to make a decision based on the results of the previous year regarding the distribution of net profit and the approval of the annual report and balance sheet.
If you are going to become the sole founder of an LLC or your already fully functioning enterprise requires amendments to the charter, then you should start all steps to achieve these goals precisely from the execution of the decision of the sole founder (participant). At the legislative level, a specific form is not fixed, and an exhaustive content for the execution of this decision is not established. However, in order to avoid misunderstandings with the tax authorities, certain strict rules should be followed when drawing up a decision, one of which is its structure.
The structure of the decision of the sole founder of the LLC must necessarily contain the following elements: a header, the direct text of the decision, a footer (certification of the decision).
Requirements for the content of the decision of the sole founder of LLC
Let's consider the design of each of the elements of the solution in more detail, using the example of the abstract Rick LLC, which will be opened in Moscow.
1. Hat.
- the word "Decision", located in the middle of the document and written with a capital letter;
- the text “of the sole founder on the creation of a limited liability company”, while the type of company is written in full, and not using the abbreviation LLC;
- the name of the company, necessarily enclosed in quotation marks;
- the date of the decision is on the right side of the document, the place of conclusion is on the left side.
Solution header template
2. Decision.
Since the decision itself is a consequence of various phenomena occurring in the life of an LLC, such as registration, liquidation, amendments to its charter, summing up the results of the year, then, accordingly, the text of the decision will have different options. However, it must contain the required sections:
- Information about the applicant, which begins with the text "I".
- Next, information about the sole founder (participant) is entered.
But depending on the fact, whether it is an individual or a legal entity, different data will be displayed:
- For an individual, the sole founder, you should enter your full name, passport details in full, registration address in full with a postal code.
- The name of the legal entity is entered in full, the legal address in full, TIN, OGRN, KPP, as well as information about the head of the organization or other representative by proxy, made in a format similar to the previous paragraph.
The enumeration of these data should be completed with the following text: “made a decision” or “I make a decision”, after which a colon should be put.
Thus, the introductory part of our example with a single founder - an individual, Mr. Ivanov, will look like this:
After such an introduction, a complete list of the points adopted in the decision should be placed, each of which should be placed under a separate number on a new line. Each of these items should answer only one question “what to do?”, capitalized and ended with a period.
An example of the text of the decision:
- Create Limited Liability Company "Rick".
- Approve the full company name in Russian: Limited Liability Company "Rik".
- Approve the abbreviated corporate name in Russian: Rick LLC.
- Approve the location of the company: 125187, Moscow, st. Festivalnaya, 71, office 304.
- Approve the charter of the Limited Liability Company "Rik".
- Determine the authorized capital in the amount of 10,000 (ten thousand), pay 100% of the authorized capital in cash within 4 months from the date of registration of the company.
- The size and nominal value of the share of the founder of the company Ivanov Ivan Ivanovich in the authorized capital shall be determined in the following order:
- a share in the amount of 100% of the authorized capital of the company with a nominal value of 10,000 rubles. - To appoint Ivanov Ivan Ivanovich as the general director, the passport of the citizen of the Russian Federation 2814 No. 014682 issued by the department of the Federal Migration Service of Russia for the mountains. Moscow in the Krylatskoye district on August 20, 2012, subdivision code 690-008, registered at the address: 125187, Moscow, st. Festivalnaya, 71, apt. 34, with a term of office of 5 years (the term must be specified in strict accordance with the charter, no more, no less).
3. Certification of the decision (basement).
If all the items in the list are already listed, then we can assume that the text part of the decision of the sole founder is completed. After it, an indent is made and the following possible options are displayed on a separate line on the left side of the document: "Founder" or "Sole participant", or "Founder's signature".
Below, also on the left side of the document, the full name of the sole founder should be entered. If it is a legal entity, then the head of the founding organization or a representative acting on the basis of a power of attorney will sign the decision.
Solution certification template:
You should definitely know that the decision of the sole founder does not require additional ways of certifying it, including notarial ones. The main thing is that this document should correspond to the above structure, should not have distorted data, corrections and errors. The decision of the sole founder to establish an LLC is attached to the full package of documents and submitted to the tax authorities.
Here everything is standard and quite clear with the design. In this case, you should know a few legal subtleties that help not to make mistakes:
Subtleties in the decision of the sole founder of an LLC
The design of this section is limited to the presence of four lines in it:
- The minimum UK LLC must have a size of at least 10,000-00 rubles. At the same time, the minimum amount of the authorized capital can be paid only in cash. The authorized capital in excess of 10,000 can be paid with property having a monetary value based on the report of an independent appraiser. Now the entire amount of the authorized capital can be paid within 4 months from the date of registration of the LLC.
- Some types of LLC activities have a minimum capital threshold higher than 10,000-00 rubles. The entire list of regulated areas of activity is available in our service after registration.
- The text part of the solution does not allow any kind of blots, data distortions and corrections. Only generally accepted abbreviations of passport data "district", "city", "st." etc. The abbreviation "OOO" is also possible. It is allowed to indicate the name of the LLC in any foreign language or the language of the peoples of the Russian Federation, if necessary.
- If the decision has more than one sheet, then it should be numbered, stitched, fastened and signed on the back by the sole founder.
Options for formalizing the decision of the sole founder
- Change of LLC address.
- Liquidation of LLC.
- Approval of a major deal.
- Extension of authoritiesChange of the LLC name.
- Creation of an LLC.
Minutes of the general meeting of LLC participants is a document that records the agreements of the organization's participants on agenda items. After studying the article, the reader will find out what this document is, how it is drawn up, what its form and content is, whether the protocol is subject to notarization, in what order it is signed. You can download a sample of the document in question from the link at the end of the article.
Issues related to the activities of the LLC are regulated by the Federal Law “On LLC” dated February 8, 1998 No. 14 and the Civil Code of the Russian Federation. These regulations also contain requirements for the minutes of meetings, but first things first.
The main body of a limited liability company, which consists of several participants, is the general meeting (part 1 of article 32 of the Federal Law No. 14). Its jurisdiction includes the resolution of various issues that can be divided into two large groups:
- Issues that are within the competence of the meeting on the basis of the requirements of the law, in particular Federal Law No. 14 and the Civil Code of the Russian Federation.
- Issues that the general meeting resolves on the basis of the Charter.
In order to resolve issues, meetings are held in organizations. They, by virtue of the requirements of Part 1 of Art. 32 of Federal Law No. 14 can be held both in the regular order and in the extraordinary one. All topics for the agenda of the future meeting are set in advance, and only such pre-set topics are discussed and resolved.
The document that is drawn up following the results of the meeting is the minutes. The minutes of the general meeting of participants in an LLC are kept by the chairman or secretary of the meeting.
What are the legal requirements for the content of the protocol?
The requirements for the minutes of the general meeting of LLC participants are enshrined in Art. 181.2 of the Civil Code of the Russian Federation. For the protocol and the decision of one participant, they are common, but in fact they are different documents, and it is necessary to understand this.
The protocol contains various information, namely:
- Date, time of the meeting.
- The place where it was held.
- Information about the participants of the firm who took part in the meeting.
- Information about the results of voting on all issues that were discussed.
- Information about the persons who carried out the counting of votes following the voting results.
- Details of who voted against any item on the agenda, if such persons have requested that the details be included in the minutes.
These are mandatory requirements; without their observance, the protocol cannot be recognized as valid, and the meeting cannot be held. At the same time, it is advisable to reflect additional information in the document, which, although not mandatory, allows you to individualize the document and avoid possible disputes regarding the course of the meeting and the voting procedure.
Optional information includes:
- Sequence number of the protocol (for office purposes).
- Information about who spoke during the discussion of each issue, what arguments he cited (to fix the attitude of the participants to the merits of certain issues).
- Data on how the voting was carried out and what vote each participant gave (for, against, abstained).
In what form is the protocol drawn up and is it required to be notarized?
The form of the minutes of the general meeting of participants in an LLC is written, which is expressly stated in paragraph 3 of Art. 181.2 of the Civil Code of the Russian Federation. The legislation also requires notarial certification of the minutes of the general meetings of the LLC.
However, certification of the minutes of meetings of an LLC by a notary may not be carried out if another method of certification is specified in the Charter, or absolutely all participants in the meeting voted for the protocol to be certified not by a notary, but otherwise.
But how to certify the minutes of the general meeting of LLC participants in another way? The answer to this question is contained in paragraph 3 of Art. 67.1 of the Civil Code of the Russian Federation. The use of technical means, in particular, video recording, is allowed. In addition, it is possible to sign the protocol both by all participants and by some of the participants, in confirmation of the fact of its compilation.
Other methods are not excluded, but it is advisable to stipulate them in the Charter of the company. If there is a unanimous decision that the protocol will not be notarized, or there are no corresponding provisions in the Charter, a notary will have to be invited.
Of course, if there is only one participant in the organization, then notarization of his decision is not required.
Numbering the minutes of the general meeting of participants in the LLC and assigning it an individual number
To facilitate the workflow in the organization, it is recommended to assign an individual number to each protocol. The procedure for assigning numbers is not specified by law; accordingly, you can develop and adopt your own numbering system.
In practice, sequential numbering is sufficient, for example, the minutes of the general meeting No. 1, 2, 3, etc. Do not forget about the date of the document. Its affixing is a great way to individualize a document. In addition, the indication of the date is mandatory by law.
According to the requirements of Part 6 of Art. 37 of the Federal Law No. 44, the protocols are filed in a common book. Members of the company may at any time request data from such a book. The law does not contain other requirements, respectively, the resolution of the issue of the numbering of protocols and their identification lies on the shoulders of the participants of the organization, the chairman and the secretary of the meeting.
Who signs the minutes of the general meeting of LLC participants?
According to the requirements of paragraph 3 of Art. 181.2 of the Civil Code of the Russian Federation, the following signatures must be reflected in the protocol:
- Chairman of the meeting.
- Secretary.
Any member of the LLC can be the chairman of the meeting. Before each meeting, elections are held, which is prescribed in paragraph 5 of Art. 37 of the Federal Law No. 14. The decision on the choice is made by a majority of votes.
The list of persons who have the right to open a meeting and start the procedure for electing a chairman is established by paragraph 4 of Art. 37 FZ No. 14.
It may be the sole executive body; chairman of the collegial body, board of directors; auditor or auditor; the initiator of the meeting from among the participants of the LLC.
How do I send the minutes to the meeting participants, and is it required to do so?
According to the requirements of paragraph 6 of Art. 37 of the Federal Law No. 14, the protocol must be sent to the participants of the organization. The direction is carried out by the person keeping the minutes of the meeting. The action must be taken within 10 days after the meeting has taken place.
You can send the protocol by mail, but this should be done by registered mail. This method will confirm that the document was actually sent.
It should be noted that the Charter of the organization may contain additional requirements for the procedure for sending the document. For example, it may indicate that copies of the protocol must be received in person, at the address of the organization's location, or delivered by courier service. In connection with the possibility of specifying the procedure for sending the protocol in the Charter, it is recommended that you familiarize yourself with its provisions and understand whether such requirements are contained or not.
Thus, we can conclude that the minutes of the LLC meeting are a mandatory document that confirms the holding of the meeting, reflects the results of voting on each item on the agenda. It is drawn up in writing, certified by a notary, or in another way specified in the Charter of the organization. It is recommended to reflect the date and number of the document in the protocol. It is subject to signing by the chairman and secretary of the meeting and must be sent to the participants of the meeting within 10 days from the date of its compilation.
Documents for download
Download Sample Protocol