Constituent documents of the legal entity: their list and procedure for drawing up

Constitutive documents of a legal entity - a package of such documents that provides a legal basis for carrying out the activities of this business entity. Depending on the organizational form chosen by the legal entity, the list of securities may vary.

In accordance with the requirements of Art. 52 of the Civil Code of the Russian Federation and, depending on the form chosen, the documents of the legal entity may include:

- the charter (consumer and production cooperatives, joint-stock companies, religious and public organizations, as well as municipal and state unitary enterprises);

- charter and constituent agreement (unions and associations, limited or additional liability company);

- Memorandum of Association (non-profit organizations).

However, the last document can be independent, confirming the rights and obligations of the founders. For some organizations of a non-commercial type, the general provision on the organization is the constituent document.

The constituent documents of the organization should have the name, address of the business entity, its management structure and other necessary information should be indicated. Optional elements of these securities are the purpose and subject of activity, however, many founders still include such items.

The constituent documents of OJSC are presented in the charter, which are reflected:

- the name of the company (full and short);

- its location;

- number, category of shares (preferred or ordinary), their nominal value ;

- rights of shareholders;

- structure and competence of the management body of the company, as well as the procedure for their consideration and decision-making;

- the procedure for holding meetings of shareholders with a list of issues on which the decision is taken by the governing body by voting;

- the amount of the authorized capital ;

- the amount of dividends and liquidation value (compensation paid on liquidation) on preference shares.

One copy of the statute is kept in the registration office.

The constituent documents of the legal entity are regulated by the Civil Code of the Russian Federation, as well as the applicable relevant legislation, which, unfortunately, is still far from perfect.

The agreement on the establishment of the organization by the founders determines the conditions for the transfer of their property to the statutory fund, as well as the procedure for distributing the profits received, and the responsibility is assigned for the late introduction of resources into the authorized capital.

The constituent documents of the legal entity determine the procedure for the withdrawal of its members or founders. The statute may also specify the participation or non-participation of heirs due to the death of the participant.

Any changes to the charter are subject to compulsory registration with the appropriate state body. Only in this case they have legal force for other persons.