The charter is the main document in the establishment of a limited liability company (LLC). On the basis of this document, the company will carry out its activities, therefore, the drafting of the charter should be taken with full responsibility. According to the new legal requirements, when preparing the charter of an LLC, it is necessary to take into account a significant number of changes.
It is necessary
Civil Code, standard form of the charter of LLC
Instructions
Step 1
Decide how many founders the limited liability company will have. The charter of a company with one founder will differ from a document with two or more founders.
Step 2
If you have chosen a company created by one founder, then keep in mind that decisions on issues related to the competence of the general meeting are made personally by the founder and drawn up in writing. There is no need to hold a general meeting and follow the related formal procedures.
Step 3
When preparing a charter with a single founder, consider the address of the community. Often, when creating an enterprise, it becomes necessary to register a company at a home address. This must be the address of the sole executive body, i.e. CEO, not a founder.
Step 4
Check the term of office of the manager. You will avoid delays and unnecessary bureaucracy if you specify in the charter a term of office of 5 years or indefinitely.
Step 5
When specifying the only founder in the charter, you can enter both an individual and a legal entity, including those with several participants. At the same time, the company cannot be fully owned by another company with one participant.
Step 6
If the charter provides for two founders, include in the document the provisions regarding interaction between the participants. According to existing norms, in particular, the possibility of a participant's free withdrawal from the company should be directly provided for by the charter.
Step 7
Indicate in the charter the safeguards to prevent a situation in which the partner's share can go "to the side". The opposite strategy involves creating a charter that is as open as possible to investors.
Step 8
Provide in the charter the possibility of alienating a participant's share without involving a notary. This will help reduce the costs incurred when notarizing a transaction.
Step 9
Write down in the charter the possibility of exercising the preemptive right, that is, the participant's right to buy out the partner's share as a matter of priority. Provide a criterion for the price of alienation of a share in the exercise of the preemptive right: at par or at the value of net assets. Specify separately the possibility of alienating the share to third parties by inheritance, donation, etc. Be sure to write down in the document the terms and procedure for paying the participant the cost of the alienated share.
Step 10
Other provisions of the charter do not depend on the number of founders. Take the main sections and clauses from the standard model charter for a limited liability company, creatively reworking them for your situation.
