Re LLC 2009 Model Charter.
Sold 2
Refunds 0
Good feedbacks 1
Bad feedbacks 0
A sample of the new Charter of the Company in accordance with the new Law 312-FZ and changes thereto, 205-FZ
Marked in red should be replaced with their data.
Provided instruction on self-re-passing.
Marked in red should be replaced with their data.
Provided instruction on self-re-passing.
On July 1, 2009 will start a massive campaign to bring the constituent documents of limited liability companies in accordance with the amended legislation. Typically, the case involved a legal service companies or hired lawyers. However, the leaders of many medium-sized firms are accustomed to charging legal issues accountants. So we decided to help employees understand the records that how and when to do.
Where changes
The reason for the mass campaign to "rectify" constituent documents is the Federal Law of 30.12.08 № 312-FZ. He made the change:
- In the first part of the Civil Code of the Russian Federation (hereinafter - the Civil Code);
- In the Federal Law of 08.02.98 № 14-FZ "On Limited Liability Companies" (hereinafter - the Law on Limited Liability Companies);
- In the Fundamentals of Russian legislation on notaries from 11.02.93 № 4462-1;
- In the Federal Law of 08.08.01 № 129-FZ "On State Registration of Legal Entities and Individual Entrepreneurs".
According to the amendments, all limited liability companies in the period from 1 July to 31 December of this year must bring their founding documents into conformity with the amended Civil Code of the Russian Federation and the Law on Limited Liability Companies.
What changes should be made to the charter to conform to the legislation?
In the "Constituent Documents" was one statute
From 1 July 2009, the Constitutional Treaty ceases to be a founding document. He is transformed into a "Treaty establishing" which, in essence, is an internal document of the transaction participants to establish a company.
This change of status is rather positive effects. The contract is now no need to register and notarized, it is not necessary to copy in unimaginable quantities when required "founding documents".
Do I have to rewrite the charter due to the fact that the memorandum of association has lost the status of a constituent document? The answer to this question depends on were all relevant treaty provisions are duplicated in the Charter or not. If the preparation of the company's charter include all the important "moments", stated in the memorandum of association, the right statute is not necessary. If, however, some important provisions of the memorandum of association were not duplicated in the Charter, they have to make.
In addition, the text of the statute is necessary to change the word "constituent documents" and the "Memorandum" on the "Charter".
The right of the participant to withdraw from the company ...
Terms of coming out party Ltd. changed quite radically. If earlier paragraph 6, paragraph 1 of Article 8 of the Company authorized the party at any time withdraw from the society irrespective of the consent of other participants in the new edition of the Party has the right to "withdraw from the company by alienating its share of the public, if this is available the company's charter, or require the purchase of company shares in the cases stipulated by this Federal Law. "
In other words, if before the party could withdraw from the company regardless of whether the statute permits it to him or not, it is now the right to withdraw the participant shall be expressly spelled out in the charter.
However, a radical new provisions of the Law, is not likely to cause complications in most societies. The fact that most of the "authors" Charter copied them large chunks of the text of the Law on Limited Liability Companies. Therefore, a significant number of the charter company has provided free access party.
If the charter of your company no indication such a rule, you should pay attention to it members. They must take a fundamental decision: they give themselves the right to withdraw from the Company, or allow each other to leave the company unless authorized by the other participants.
Where changes
The reason for the mass campaign to "rectify" constituent documents is the Federal Law of 30.12.08 № 312-FZ. He made the change:
- In the first part of the Civil Code of the Russian Federation (hereinafter - the Civil Code);
- In the Federal Law of 08.02.98 № 14-FZ "On Limited Liability Companies" (hereinafter - the Law on Limited Liability Companies);
- In the Fundamentals of Russian legislation on notaries from 11.02.93 № 4462-1;
- In the Federal Law of 08.08.01 № 129-FZ "On State Registration of Legal Entities and Individual Entrepreneurs".
According to the amendments, all limited liability companies in the period from 1 July to 31 December of this year must bring their founding documents into conformity with the amended Civil Code of the Russian Federation and the Law on Limited Liability Companies.
What changes should be made to the charter to conform to the legislation?
In the "Constituent Documents" was one statute
From 1 July 2009, the Constitutional Treaty ceases to be a founding document. He is transformed into a "Treaty establishing" which, in essence, is an internal document of the transaction participants to establish a company.
This change of status is rather positive effects. The contract is now no need to register and notarized, it is not necessary to copy in unimaginable quantities when required "founding documents".
Do I have to rewrite the charter due to the fact that the memorandum of association has lost the status of a constituent document? The answer to this question depends on were all relevant treaty provisions are duplicated in the Charter or not. If the preparation of the company's charter include all the important "moments", stated in the memorandum of association, the right statute is not necessary. If, however, some important provisions of the memorandum of association were not duplicated in the Charter, they have to make.
In addition, the text of the statute is necessary to change the word "constituent documents" and the "Memorandum" on the "Charter".
The right of the participant to withdraw from the company ...
Terms of coming out party Ltd. changed quite radically. If earlier paragraph 6, paragraph 1 of Article 8 of the Company authorized the party at any time withdraw from the society irrespective of the consent of other participants in the new edition of the Party has the right to "withdraw from the company by alienating its share of the public, if this is available the company's charter, or require the purchase of company shares in the cases stipulated by this Federal Law. "
In other words, if before the party could withdraw from the company regardless of whether the statute permits it to him or not, it is now the right to withdraw the participant shall be expressly spelled out in the charter.
However, a radical new provisions of the Law, is not likely to cause complications in most societies. The fact that most of the "authors" Charter copied them large chunks of the text of the Law on Limited Liability Companies. Therefore, a significant number of the charter company has provided free access party.
If the charter of your company no indication such a rule, you should pay attention to it members. They must take a fundamental decision: they give themselves the right to withdraw from the Company, or allow each other to leave the company unless authorized by the other participants.