Limited Liability Company can not exist without founding documents, the main of which has always been the foundation agreement LLC.
three years ago there was different than it is now, the shape of the memorandum of association.It contained a detailed description of the company's activity (purpose, objectives, types of goods or services), aspects relating to the organization of work (rights and obligations of the founders, the management body), property of the company, economic questions, the order of distribution of funds, the order of liquidation, reorganization, the creation of representative offices,branches.Now, all these things are written only in the charter of the company - by law from 1 July 2009, this is the only founding document LLC.
Treaty establishing the company - is something else: not a constituent, but a necessary document.It lies between the founders of the company and should reflect the subject of the agreement (creation Ltd.), the location of the firm, full and abbreviated name, as well as the amount of capital share of each founder in it, and, of course, the signature.The law defines the contents of this contract and the nuances of the language.
founder could be anyone, even the local government and municipal institutions.The maximum number of the law does not exceed 50 people.Memorandum Ltd., call it conditionally so, must contain the word "pledge to create", that is the essence of this document.And hereinafter specified other details of the agreement.
Regarding the name of the company, is enough to indicate the short form - the abbreviation.In full, be sure to prescribe a combination of "limited liability".The title will be the name of the brand, ieact under a different name of the Company no longer has the right, if you do not accept the decision of the general meeting and will not register properly changes in the unified state register of legal.persons.It is not necessary to copy, even partially, the name of other similar firms.This may result in litigation.
As mentioned earlier, memorandum Ltd. (the establishment) must contain information about the location of the firm.Legal address of the company may be the same as the residential address of its director or founder, is the sole creator of the company.The organization itself can be anywhere in the (actual address of the location).
specifying the share capital in the contract, this time the creators of society must make its entire amount to your bank account.
establishment of a limited liability company may not be documented in the form of a treaty if the party is the one person (according to the norms of civil law in respect of contracts).After all, the contract should be a few people.In this case, the founders have always written decision "general" meeting No. 1 on the establishment of LTD.You can arrange it in the form of the will of a protocol or another document.The main thing is not to sign it on behalf of the director does not yet exist (not registered) of the company.Only Founder can sign such a decision.
Having a memorandum of LLC, the creators can apply to Companies House for the public registration of the company.The tax authority registers the company after providing the receipt for the payment of duties indicating the person who paid for it (this must be one of the founders).The grounds for refusal of registration will serve as the lack of information on the whereabouts of a society, its abbreviation, in the non-payment of registration fee, as well as non-compliance with the requirements for registration of documents.Each page should be numbered, and after the document is filed and signed.
Any questions concerning the documentation of a company should be treated, not only on the basis of the relevant federal law, but also based on the Civil Code (the part which describes the contractual relationships).
