Limited liability company : founding documents.

A founding contract and a charter are the founding documents of an LLC. In case of a conflict, rules of a charter have priority over the rules of a founding contract.

In the founding contract founders agree to set up an LLC and determine activities related to its foundation.

A founding contract contains the following information:

- company's founders;
- amount of the charter capital, share of each participant, amount and content of founder's contributions into the company's capital;
- terms of contributions into the company's capital, and sanctions for failure to do so in due time;
- distribution of the company's profit among shareholders;
- management bodies;
- procedure for exit from the company.

The company's charter must contain:

- company's official name and its address;
- company's management bodies and their competence;
- company's charter capital;
- share of each participant at par value;
- rights and duties of participants;
- procedure and consequences for exit from the company;
- procedure for alienation of shares;
- storage of the company's documents and procedure for providing information to shareholders and third parties.

The company's charter may contain other provisions which do not contravene the law.

Amendments to the founding documents are made by the decision of the shareholders. Amendments to the founding contract must be registered and come into force for the third parties from the moment of such registration.

A company may change the situation of its office from time to time by giving notice in the prescribed form to the relevant tax inspection.

Whenever a company amends its founding documents, a copy of the founding documents in its altered form witnessed by a notary, must be filed with a relevant tax office.

 

 

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