Memorandum - a document which is to create the organization of its founders.In this agreement, participants define the terms of joint activities, the procedure for the transfer of their property and participation in the enterprise.Such a document should also contain clauses on the allocation of profits and losses between the founders, the management of the company, as well as the procedure and conditions for release of the members of its staff.
requirement to document
According to the Civil Code of the memorandum of association in its status can be attributed to the constituent documents.However, the agreement on the establishment of a limited liability company shall not be considered the founding documents of such entity.
Constituent agreement must necessarily comply with the law.The documents shall be determined by the name of the company, its location, the procedure for the management of the organization and other data are provided by law.The documentation for non-profit organizations should also be given the object and purpose of their activity.Parties to the agreement may be at least two members, as who might be citizens, legal persons or public legal education.For example, the memorandum of association and the right to conclude of physical and legal entities.However, for certain types of companies set certain restrictions on the composition of the founders.Any contractor may withdraw from the founders without the consent of other members.
features for different types of legal entities
For a full partnership agreement is the only founding document.At the same time both the associations of different types of companies, along with the constituent agreement, an important document is the charter.In addition, if the Memorandum of Association of JSC would be contrary to its charter, the provisions of the latter will play a decisive role.In addition, the law permits closed joint stock company transformed into a cooperative or limited liability company.By decision of the shareholders, it can be reissued at the non-profit organization.
State registration
While the company has not passed state registration, founding agreement may be terminated or changed, and all the resulting obligations of the parties are allowed to stop.For example, such an agreement may terminate its action if the members of the company can not create a legal entity.
after the state registration of all parties to the memorandum of association are obliged to begin its execution.Now, change or terminate the agreement only with registration of changes in the tax inspectorate.The foundation agreement is valid for the lifetime of the enterprise, regardless of the legal form.In some cases, if it is stipulated in the contract, it will operate after the liquidation of the company until such time as the founders did not pay its creditors and divide the remaining property.
