LLC registration: main stages and necessary documents

What document to formalize the powers of the manager?

A director is a sole executive body acting on behalf of an organization without a power of attorney. Information about him is entered into the Unified State Register of Legal Entities and is confirmed by a document on taking office.

The entry into office of a manager is preceded by his election at a meeting or appointment by the owners of the organization (clause 2, article 33, clause 1, article 40 of Law No. 14-FZ “On Limited Liability Companies” dated 02/08/1998).

Depending on the number of owners of the LLC, a document is drawn up on the appointment of a manager:

• if there is only one owner - the decision of the sole participant to appoint a general director;
• if there are several owners - minutes of the founders' meeting.

The sole owner appoints a manager independently, two or more hold a meeting and record its results in minutes. The manager is appointed by the sole owner, one of them or a third person who is not part of the company.

The election procedure for registering an LLC and upon expiration of the term of office is the same.

Minutes of the meeting: rules for formatting

The pages of the minutes are stapled, and the chairman of the meeting signs where they are stapled. 2 copies of the protocol are drawn up.

The shelf life is the entire period of existence of the LLC. Therefore, the following requirements are imposed on their recording and registration:

• The text is printed on only one side of the sheet.
• Mandatory numbering of protocols. Protocol numbers are written as follows: 01, 02 – 09, 10, etc.
• All protocols are stored in a single folder, or collected in folders by year of imprisonment.
• Within three days, the minutes of the meeting must be drawn up according to the rules.

Table: who should draw up and sign the protocol

Do I need a stamp on the protocol?

At the initial stage of creating an LLC, there is no seal. And that's why it's not installed. Subsequently, when the company acquires a seal, it is allowed to put it on the protocol.

Data for drawing up minutes of the meeting:

• date and place of the event;
• personal data of each meeting participant;
• list of issues discussed;
• voting result;
• information about persons who voted “against” or abstained.

Absentee voting to enter information into the protocol

The law of the Russian Federation does not prohibit such absentee voting. Information about persons who voted early is entered into the minutes of the meeting. The date and results of absentee voting are indicated.

A protocol is drawn up in accordance with the requirements of Article 181 of the Civil Code of the Russian Federation.

Meeting minutes sections

1. Protocol header.
2. Date, time and location.
3. List of members (founders, invited persons). If there are more than 15 founders, an appendix to the protocol is drawn up with a full listing of the composition.
4. Information about the elected chairman and secretary of the meeting.
5. All meeting agenda information must begin with “about...”. Reference to the meeting agenda itself is not permitted.
6. The essence of each item on the meeting agenda is briefly described. The solution for each issue is indicated.
7. Voting results for each item.
8. A conclusion is written for each item on the agenda.

Drawing up minutes of the meeting of LLC founders

Page 1 of 3

Page 2 of 3

Page 3 of 3

How to obtain credentials for a single participant

If there is one owner of the LLC, the powers are formalized in the decision on the appointment of the general director of the sole founder, there is no uniform template, the document is drawn up in free form.

Registration procedure:

Step 1. In the header, indicate the name of the organization and address, and indicate the date of compilation.

Step 2. Indicate the full name of the founder, his TIN and passport details.

Step 3. Indicate the director’s full name, TIN and passport details.

Step 4. Mark the date of taking office and term of office, and sign.

IMPORTANT!

The sole participant should not draw up a protocol of the sole participant of an LLC on the appointment of a director, since it is advisable to formalize the results of a meeting in which several people take part in a protocol (Chapter 9.1 of the Civil Code of the Russian Federation). The founder alone makes the decision.

Sample solution:

Decision on the appointment of the General Director

The decision to appoint a manager is made by the founders of the LLC. However, there is a significant difference in the design: there is one founder - the decision is drawn up, a group of founders - the minutes of the meeting are drawn up.

There is only one founder - we are preparing a solution

The founder can independently perform the duties of the general director, which is indicated in the decision. Information about the appointed general director of the LLC is submitted to the tax service for entering information into the Unified State Register of Legal Entities (Federal Law 129, Article 5, relevant in 2016).

Sample decision of the sole founder on the appointment of the general director of the LLC

Group of founders - drawing up minutes of the general meeting

In the minutes of the general meeting of founders, a decision is made on the appointment of the general director of the LLC. The appointed general director may be one of the founders of the LLC. The protocol is notarized for submission to the tax service.

Sheet 1 of 2

Sheet 2 of 2

Currently, creating an LLC for a beginning entrepreneur does not present any particular difficulties. All you need to get started is a clear algorithm for drawing up, registering and submitting documents. Organizing an LLC allows both a group of entrepreneurs and a single founder to work and profit from their activities.

How to formalize powers if there are several founders

If there are two or more owners, the powers are formalized in the protocol of election of the sole executive body of the LLC, it is drawn up in free form. Pay attention to the provisions of the organization's charter regarding the quorum of votes for making a decision on electing a leader.

Step-by-step instructions on how to draw up a protocol:

Step 1. Indicate the name of the organization, address, and date of preparation of the document.

Step 2. List everyone present at the meeting, write down the agenda.

Step 3. Indicate the voting results and the wording of the decision made.

Step 4. In the wording, indicate the full name of the director, his TIN and passport details, the date of taking office and the term of office.

Step 5. Have the document certified by a notary or otherwise confirmed depending on the provisions of the charter.

The text does not require clarification about the status of the elected person (founder of an LLC, person under an employment contract, etc.); it is enough to indicate passport data and TIN.

The finished document is signed by the secretary of the meeting and the chairman. It is stitched and the pages are numbered. If other issues were discussed at the meeting, it is permissible to make an extract from the minutes to confirm authority.

ConsultantPlus experts discussed how to formalize the decision of the sole participant of an LLC to appoint a general director. Use these instructions for free.

Sample protocol:

Registration of the decision of the sole founder of the LLC

Let’s say that a sole founder registers an LLC. In this case, no meeting of founders is needed, and the founder draws up a decision (Federal Law No. 14-FZ “On Limited Liability Companies” - relevant in 2022).

What points does the founder’s decision contain?

• Document number, date, place of drawing up the decision.
• It is indicated that the founder (full name) decided to create an LLC (name of organization).
• Information about the location of the organization (legal address).
• Data on the authorized capital (size, terms of payment). The amount of the authorized capital of the LLC is at least 10 thousand rubles (current in 2016). When opening a bookmaker's office, providing insurance services, issuing loans for various needs, producing alcoholic beverages - in this case, the lower threshold of the authorized capital will be significantly higher.

“The minimum amount of the authorized capital of the organizer of gambling in a bookmaker’s office or totalizator is set at 100 million rubles. Only cash can be contributed to pay for such authorized capital. Borrowed funds cannot be used to form such authorized capital.”

Federal Law No. 244 of December 21, 2006. Current in 2016

• On approval of the company's Charter.
• Appointment of the head of the LLC.

An example of how to formalize a decision of an LLC founder is given below.

Registration of the decision of the LLC founder

How to approve a document

The decision is approved by the signature of the only participant. No additional registration or certification of the document by a notary is required. At the request of the participant, it is permissible to have the document certified by a notary.

The protocol is approved depending on the provisions of the organization’s charter (clause 3, clause 3, article 67.1 of the Civil Code of the Russian Federation):

• at a notary;
• by signing by all or part of the participants;
• using technical means (audio and video recording of the meeting).

We recommend that the articles of association provide for an acknowledgment form to be signed by all participants present at the meeting. With this method, it is not necessary to invite a notary to the meeting to certify the minutes or to gather all members of the company to collect their signatures.