Memorandum of Association: the order of imprisonment and features

A memorandum of association is a document that is created when the organization is founded by its founders. In this agreement, participants determine the conditions for joint activities, the procedure for transferring their property and participation in the work of the enterprise. Such a document should also contain items on the distribution of profits and losses between the founders, management of the company's activities, as well as the procedure and conditions for the withdrawal of participants from its membership.

Document requirement

According to the Civil Code, the constituent agreement on its status can be attributed to the constituent documents. However, an agreement on the establishment of a limited liability company is not considered as a constituent document of such a legal entity.

The constituent agreement must necessarily meet the requirements of the law. The documents should specify the name of the company, its location, the procedure for managing the activities of the organization and other data that are provided for by law. The documentation of non-commercial structures should also indicate the subject and purpose of their activities. The parties to the agreement may be at least two participants, which may be citizens, legal entities or even public-legal entities. For example, the constituent contract of the JSC is authorized to conclude both physical and legal persons. True, certain types of enterprises are subject to certain restrictions on the composition of the founders. Any party to the treaty may withdraw from the founders without the consent of the other members.

Features for different types of legal entities

For a full partnership the contract is the only constituent document. At the same time, as for associations, different types of societies, along with the constituent agreement, an important document is the charter. In addition, if the foundation agreement of the CJSC contradicts its charter, the provisions of the latter will play a decisive role. In addition, the law allows closed joint-stock companies to be transformed into a cooperative or a limited liability company. By decision of shareholders, it can be re-registered to a non-profit organization.

State registration

While the enterprise has not passed the state registration, the memorandum of association may be terminated or amended, and all the resulting obligations of the parties are permitted to be terminated. For example, such an agreement may cease to be effective if the members of the company do not have the opportunity to create a legal entity.

After conducting the state registration, all parties to the memorandum of association must start its execution. Now you can change or terminate such an agreement only with the subsequent registration of changes in the tax inspection. The Memorandum of Association acts throughout the entire life of the enterprise, regardless of the legal form. In some cases, if this is stipulated by the contract, it will act after liquidation of the company until the founders pay off their creditors and divide the remaining property.