Minutes of the general meeting of founders of llc. Expiration of the term of office of the CEO. Guarantees for an employee who is on leave without pay

PROTOCOL No. 1

General meeting of founders

Societies with limited liability "Chamomile"

Form of conducting general meeting - meeting (joint presence)

Venue of the general meeting - 117105, Moscow, sh. Varshavskoe, 37, bldg. 1, floor 1, office. 4

The start time of registration of persons entitled to participate in the general meeting is 9-40

Deadline for registration of persons entitled to participate in the general meeting - 9-50

Opening time of the general meeting - 10-00

Closing time of the general meeting - 10-30

Presiding over the general meeting - Ivan Ivanov

Secretary of the General Meeting - Petrov Petr Petrovich

Total founders of the Society included in the voting lists:

Ivanov Ivan Ivanovich, born on January 03, 1981, passport of a citizen of the Russian Federation: 4507 111222, issued on February 23, 2004 by the Federal Migration Service of the MNEVNIKI DISTRICT OF THE CITY OF MOSCOW DEPARTMENT No. 1, division code 770-345; place of residence: 115409, Moscow, sh. Kashirskoe, 45, building 2, apt. 245; INN 777453627222

Petrov Petr Petrovich, born on April 05, 1978, Russian passport: 3245 544444, issued on February 28, 2008 by the Department of Internal Affairs of the CITY of KRASNOYARSK, division code 455-432; place of residence: 660074, Krasnoyarsk Territory, Krasnoyarsk, st. Leningradskaya 1st, 32, building 1, apt. 22

Total: 2 founders

All founders of the Company are present at the general meeting, the quorum (100%) is present, the general meeting is competent to make decisions on all issues on the agenda.

AGENDA

1. Election of the chairman and secretary of the general meeting of founders and the imposition of the responsibility for counting votes.

2. Establishment of the Romashka Limited Liability Company.

3. Approval of the company name of the Company.

4. Approval of the size of the authorized capital of the Company, as well as the procedure, method and timing of the formation of the property of the Company.

5. Approval of the size and par value of the shares of the founders of the Company.

6. Approval of the location of the Company.

7. Conclusion of an agreement on the establishment of the Company.

8. Approval of the Articles of Association of the Company.

9. Election of the General Director of the Company.

10. Determination of the procedure for joint activities of the founders to create the Company and the implementation of state registration of the Company.

11. Payment of the state fee for state registration Society.

12. Approval of the sketch of the seal of the Company with the appointment of a person responsible for the production and storage of the seal.

DECIDED

1. On the first issue of the agenda -

To elect Ivan Ivanovich Ivanov (hereinafter - the Chairman) presiding at the general meeting of the founders of the Society, Petrov Petr Petrovich (hereinafter - the Secretary) as the secretary of the general meeting of the founders of the Society.

"For" - unanimously

"Against" - no

"Abstained" - no

The decision was taken unanimously.

2. On the second item on the agenda -

Establish a limited liability company "Romashka".

"For" - unanimously

"Against" - no

"Abstained" - no

The decision was taken unanimously.

3. On the third issue of the agenda -

Approve:

Complete company name Companies in Russian: Limited Liability Company "Romashka".

Abbreviated corporate name of the Company in Russian: LLC "Romashka".

"For" - unanimously

"Against" - no

"Abstained" - no

The decision was taken unanimously.

4. On the fourth issue of the agenda -

Approve the authorized capital of the Company in the amount of 10,000 (ten thousand) rubles 00 kopecks, which is 100%.

Payment is made in cash in the amount of 10,000 (ten thousand) rubles 00 kopecks, which is 100% of the authorized capital of the Company.

At the time of state registration of the Company, the authorized capital of the Company is paid in the amount of 0.00 rubles. 100% of the authorized capital of the Company in the amount of 10,000 (ten thousand) rubles 00 kopecks will be paid within 4 (four) months from the date of state registration of the Company.

"For" - unanimously

"Against" - no

"Abstained" - no

The decision was taken unanimously.

5. On the fifth issue of the agenda -

To approve the size and par value of the shares of the founders of the Company in the following order:

Ivanov Ivan Ivanovich 5,000 (five thousand) rubles 00 kopecks, which is 50%

Petrov Petr Petrovich 5,000 (five thousand) rubles 00 kopecks, which is 50%

"For" - unanimously

"Against" - no

"Abstained" - no

The decision was taken unanimously.

6. On the sixth issue of the agenda -

Approve the location of the Company (location of its permanent executive body): RF, 117105, Moscow city, Varshavskoe highway, house 37, building 1, floor 1, office 4.

"For" - unanimously

"Against" - no

"Abstained" - no

The decision was taken unanimously.

7. On the seventh issue of the agenda -

Conclude an agreement on the establishment of the Society.

"For" - unanimously

"Against" - no

"Abstained" - no

The decision was taken unanimously.

8. On the eighth issue of the agenda -

Approve the Articles of Association of the Company.

"For" - unanimously

"Against" - no

"Abstained" - no

The decision was taken unanimously.

9. On the ninth item on the agenda -

To elect Ivanov Ivanovich Ivanovich, born on January 3, 1981, RF citizen passport: 4507 111222, issued on February 23, 2004 by the Federal Migration Service of the MNEVNIKI DISTRICT OF MOSCOW CITY MANAGEMENT No. 1, division code 770-345; place of residence: 115409, Moscow, sh. Kashirskoe, 45, building 2, apt. 245; TIN 777453627222 for a period of 3 years.

Instruct the Chairman to sign on behalf of the Society labor contract with the General Director after state registration.

"For" - unanimously

"Against" - no

"Abstained" - no

The decision was taken unanimously.

10. On the tenth issue of the agenda -

Register the Company and the Articles of Association in the manner prescribed by law. All actions related to the registration of the Society, as well as actions necessary to start the Society's activities, which must be performed by the founders, as well as the costs of performing these actions are borne by the Chairman. If the Company is not registered, the expenses must be compensated in proportion to the shares of the founders in the authorized capital of the Company. Disputes about compensation for expenses are resolved in court.

The founders of the Society are jointly and severally liable for the obligations associated with the founding of the Society and which arose before its state registration.

"For" - unanimously

"Against" - no

"Abstained" - no

The decision was taken unanimously.

11. On the eleventh item on the agenda -

Instruct the Chairman to pay the state fee for state registration of a legal entity on his own behalf for all founders.

"For" - unanimously

"Against" - no

"Abstained" - no

The decision was taken unanimously.

12. On the twelfth issue of the agenda -

Approve the sketch of the seal of the Society. To appoint the General Director of the Company Ivanov Ivan Ivanovich responsible for the production of the seal.

"For" - unanimously

"Against" - no

"Abstained" - no

The decision was taken unanimously.

Presiding

________________ / Ivanov I. I.

Secretary

________________ / P. P. Petrov

Renewal Protocol general director – required document in the event that the term of office of the current leader expires.

Why do you need a protocol

Every organization must have a leader. No wonder the first order issued in a newly opened LLC is called "Order No. 1 - on the appointment of a director."

The period for which the highest official in the enterprise is approved can be either unlimited or limited. In the second case, after the expiration of the term of office of the director, it is necessary either to elect a new leader or to extend the functions of the previous one.

Who renews powers

As well as the appointment of the head of the organization, and its renewal job duties produced by the founders of the company.

For this, a meeting is organized at which the further fate of the director is determined by a simple vote.
All actions taking place at this event must be recorded in a special protocol.

Meeting procedure

If the company has one founder, then everything is quite simple - to extend the powers of the director, the decision of the only participant of the LLC is required.

In the case when there are several participants (and there can be up to 50 persons - individuals and legal entities), to begin with, a preliminary written notification of the upcoming meeting is carried out (indicating the date and time, as well as the issue that will be considered at it).

At the meeting itself stand out

chairman - he determines the course of the event, directs it,
as well as a secretary - this person keeps the minutes, recording everything that happens in the smallest detail and provides all participants with copies of the document.

It must be said that the appointment of a chairman and a secretary is not an obligatory stage, since often the society includes only two or three people.

Sometimes the congregation develops and adopts a voting system, which can take place through logging of opinions or a simple show of hands.

The meeting is considered valid if it was attended by at least half of the company's participants.

Whom to notify without fail

Information about the decision taken at the meeting of founders is communicated to the supervisory structures and other interested parties (banks, counterparties, etc.). It should be noted that the tax service, for example, is not required to notify about the extension of powers, but if you have been elected new director - this cannot be avoided, and it must be done within three days.

What to do if someone voted against

In order to extend the powers of the CEO, as mentioned above, a simple majority is required.

At the same time, it is obvious that not all members of the society may agree with such a continuation of the case. In this case, the individual opinion of the participant must be included in the protocol, indicating the reasons for which he votes “against”.

In the future, on the basis of such a record, a person who disagrees with the general opinion has the right to file a claim in court and appeal against the decision.

Features of drawing up a protocol, general information

Currently, there is no standard, binding protocol for the renewal of the CEO's term. Based on this, representatives of organizations have the opportunity to write it in any form, or according to the model approved in the accounting policy of the enterprise. The main thing is to ensure that the structure and content of the document meets some of the rules of office work.

The protocol should be conditionally divided into three parts:

In the beginning, the so-called "heading" is entered data about the organization, in the main part - information about the persons present at the meeting, as well as the course of the meeting, in the end - the decision of the members of the society.

The protocol must be signed by all those present - in this way they confirm that all the information entered into it is correct.

It is necessary to stamp it only if the requirement to use various kinds of cliches is fixed in local acts firms.

The protocol is drawn up in one original copy, if necessary, additional copies of it can be made, which must be certified by the signatures of the responsible persons. Information about the form must be entered in the company's internal securities register - it is usually found with the company secretary.

How to store a document

The protocol is subject to mandatory storage as one of the most important personnel documents and simultaneously documents related to the main activities of the organization. The storage period is determined either by internal regulations, or the legislation of the Russian Federation (but not less than five years).

Sample protocol on the extension of the powers of the CEO

At the beginning of the document it is indicated:

its name and number;
full name of the company;
place (locality) in which the organization is registered;
date of drawing up the protocol.

After that comes the main section. This includes:

the composition of the members of the company present at the meeting;
agenda;
decision.

If necessary, you can enter any other important information (depending on the individual characteristics of the company). It is imperative to reflect the number of those who voted "for" and "against".

At the end, the protocol is endorsed with the signatures of all those present. If anyone refused to sign the form, this should also be noted.

Sample minutes of the meeting of participants on the extension of the powers of the director

Here is the minutes of the meeting of participants (erroneous name - founders) on the extension of the director's powers. Since most often a director in an LLC is elected for a term of 5 years, after this period it is necessary to renew his powers. To do this, it is necessary to convene a meeting of participants, the result of which will be either the extension of the powers of the current director, or the election and appointment of a new one.

Prolongation of powers of a director in an LLC (which is given sample protocol) does not need to be registered with the tax office. Since the director himself does not change in the Unified State Register of Legal Entities, there is no need to notify the tax authority about this.

This sample of the protocol on the renewal of the CEO's term can be downloaded by clicking on the button at the bottom of the page.

The protocol on the renewal of the director's powers is most often requested by counterparties, as part of the due diligence when concluding the contract.

Sample decision on the extension of the powers of the director of an LLC - the sole founder

Prolongation of powers of the director of LLC - the only founder - sample the document, according to which this procedure is carried out, you can download on our website - it is implemented taking into account the norms of both civil and labor law. Let's study this feature in more detail.

Why do you need a decision to extend the powers of the director of LLC

A decision as a document regulating the activities of an LLC is always drawn up by its sole owner. Based on the decision of the founder, an order is then drawn up to extend the powers of the head. If there are at least 2 owners of the company, then a document performing a similar legal function will be called a protocol (adopted by the meeting of owners).

The goals of decision-making, like the protocols in an LLC, can be very diverse. By publishing decisions sole founder, in particular, appoints and also renews the powers of the head of his organization.

The maximum term of office of the General Director of an LLC under the Charter is 5 years. This means that upon its expiration or in view of the approach of this period, the corresponding powers will need to be extended.

At the same time, it does not matter for how long the employment contract is concluded with the general director (or even whether it is concluded at all, if the founder appoints himself as the general director). However, if the manager who has a valid employment contract does not have the powers established by the decision of the owner, then he will not be able to carry out his labor duties in practice: his signatures will be invalid.

In turn, without a valid employment contract, the hired director may well exercise his powers (and, moreover, he is obliged to do so), despite the fact that the firm in this case may have serious difficulties during inspection by the Labor Inspectorate.

Decision on renewal of powers: document structure

Thus, the powers of the head of the company by the decision of the founder are paramount in comparison with labor duties... Further in the article, we will consider the specifics of the prolongation of an employment contract with an increase in the term of office. But for now, let us study in detail how the decision in question can be drawn up.

The considered solution may reflect:

1. Information about the number of the document, the date of its adoption.

2. The name of the document ("Decision of the sole participant").

3. The wording that the sole participant decides to prolong the powers of the director of the LLC.

This indicates:

Full name, citizenship of the sole founder;
series and number of his passport;
residence address;
the fact that the founder owns 100% of the authorized capital of the LLC (OGRN, TIN, address of the organization are also indicated);
Full name, citizenship, passport data, address of the director whose powers are being extended (in this case, the sole founder);
the number of years during which the director is entitled to exercise powers.

The document is certified by the signature of the founder and the seal of the company, if used.

You can download a sample of the founder's decision to renew their powers as CEO on our website at the link below.

After making a decision to extend the powers of the head, there is no need to notify the FTS of this: in this case, it is not required to correct the entries in the Unified State Register of Legal Entities, as when appointing a new head of the company.

Prolongation of the director's labor powers: nuances

When prolonging the director's labor powers at the same time as those established by the decision of the founder, it must be borne in mind that:

1. A fixed-term employment contract with the head of the company (as a rule, it is concluded in an LLC) terminates at the end of its validity period (Article 79 of the Labor Code of the Russian Federation). Therefore, after its expiration, a new one should be issued.

2. If the founder does not renegotiate the fixed-term employment contract with the hired director, which was re-appointed by the decision of the founder, while the director continues his work, then the employment contract is transformed into an indefinite one (Article 58 of the Labor Code of the Russian Federation).

In this case, the cancellation of the employment contract, if the owner is not satisfied with the subsequent results of the director's work, will be possible (in the absence of other legal grounds for dismissal) only if compensation is paid to the dismissed director (Articles 278 and 279 of the Labor Code of the Russian Federation).

3. It is possible that the director, who was reappointed to the position by the decision of the founder, does not wish to renegotiate the employment contract with the LLC (due to the fact that he wants to leave the company).

You can find out exactly how a director can resign without the consent of the owners of the company in the article "How can a director quit without the consent of the founders?"

4. If the founder appoints himself as director, it is not necessary to draw up an employment contract. But at the request of the business owner, it can be concluded.

See here for details.

The decision of the founder to prolong the powers of the director of the LLC is made upon the expiration of the terms of his powers (or by the time these terms expire). After adoption this decision an employment contract (usually an urgent one) is renegotiated with the head of the company, if necessary: \u200b\u200bif the founder appoints himself as a director, then he has the right not to conclude an agreement.

You can find out more about the implementation of the powers of the founder of an LLC within the framework of intracorporate legal relations in the articles:

Renewal of the Director

Is it required to notify the tax authorities about the extension of the powers of the gene. director? For example, the only founder of the LLC assumed the responsibilities of the general. director on 05/01/17 for a period of one year (respectively, there is a Decision and an Order), is it necessary to notify the tax authorities about the extension of powers for a new period from 05/01/18? And if there is such a duty, then how long should it be done and what is the penalty for missing it?

Good day! There is no need to notify the tax office of the extension of the powers of the CEO, only the change of the CEO.

Good afternoon! Renew the powers by the decision of the founder and fix it in the order. Information about the decision taken is communicated to the supervisory structures and other interested parties (banks, counterparties, etc.). The tax office does not need to be notified of the renewal of powers. This must be done if a new director has been elected within three days by notifying the tax authority.

The supplier requires a notarized copy of the protocol on the extension of the powers of the director of the LLC. Can a representative go to a notary with a notarized power of attorney to represent the interests of an LLC with a set of constituent documents. Or must the director be present at the notary's office?

Good afternoon, dear visitor! Of course, maybe in the situation under consideration. All the best, I wish you good luck in resolving your question!

Hello! Yes, of course, a representative can contact a notary and ask to certify the protocol on the extension of the powers of the director of the LLC.

How to draw up a protocol of the sole founder on the extension of the director's powers.

Have a nice day. You can draw up this document either yourself in any order, or order it to any lawyer of the site in personal correspondence.

The decision of the sole participant of the LLC to extend the powers of himself as a general director. The bank, where the decision is to be submitted, requires in the text of the decision to refer to paragraph 3 of Article 67.1 of the Civil Code of the Russian Federation. How to draw up this solution correctly?

Good day to you. We regret to draw up statements and legal documents only for a fee. Good luck and all the best.

Adoption by the general meeting of participants economic society the decisions and the composition of the company's participants who were present at its adoption are confirmed in relation to: 3) a limited liability company by notarization, if another method (signing of the protocol by all participants or part of the participants; using technical means, allowing to reliably establish the fact of a decision; in any other way that does not contradict the law) is not provided for by the charter of such a company or by a decision of the general meeting of the company's participants unanimously adopted by the company's participants. Contact any lawyer for a fee for the preparation of documents.

Prolongation of powers of the director. General meeting cannot be assembled no quorum.

Then you will not be able to extend the powers of the director. Conduct an absentee vote, look at your charter. There is such a possibility according to the charter.

The director will serve until re-election or appointment of a new one. You just need to record everything. It is necessary to study the constituent documents, it is possible to hold a meeting without a quorum, or find another solution to the issue.

How to correctly draw up a protocol of the board of trustees on the extension of the powers of the director of the ANO. Is the application of Art. 67.1 citizens Of the Code to NGOs?

Hello. Only a lawyer / attorney can write correctly. But this is a paid service. It is impossible to draw up documents correctly within the site. All the best. Thank you for choosing our site.

Legal advice by phone: 8 800 505 9111. The call is free.

How to correctly draw up a protocol of the board of trustees on the extension of the powers of the director of an autonomous non-profit organization.

Hello, Svetlana Vladimirovna! There is no special form. The protocol is drawn up according to the rules of office work. You can find a sample on the Internet or contact any of the lawyers on the site.

The founders are citizens of the CIS, can the protocol on the extension of the director's powers be drawn up outside of Russia?

Hello, Of course, you can draw up outside Russia and send it later by mail with the signatures of the founders to the director of the organization. I wish you good luck and all the best!

The director's powers will soon expire, but further extensions are planned. Are there deadlines for holding the general meeting of founders and drawing up the minutes? Is it possible to call a meeting on the end of term or in advance?

The organization of the meeting of the founders of the LLC is carried out in accordance with the constituent documents (Charter) of the enterprise (institution).

Good day. The organization has constituent documents / charter, all such actions are thoroughly spelled out in them, Guest.

Are there deadlines for holding the general meeting of founders and drawing up the minutes? The law does not establish specific deadlines for this, but they can be established by the charter of the organization. Can a meeting be called on the end of term or in advance? Can. The main thing is to formalize the results of the meeting in an appropriate way.

Hello! The procedure for convening is determined by the Charter of the Society, Art. 36 of the Law "On Limited Liability Companies". In the protocol, it is necessary to terminate the powers of the head and establish a new term of his powers.

Hello! The timing of the general meeting must be specified in the organization's charter. The deadline for drawing up the protocol depends on the need to submit documents for state registration (no later than 3 days). The general meeting can be held on the last day of office, unless otherwise provided by the charter of the organization.

Is it possible to call a meeting on the end of term or in advance? Until the director's term of office has expired (even if on the last day of office), an extraordinary GMS must be held.

Is the organization required to notify the tax authority about the extension of the director's powers?

Hello! If the manager on behalf of a legal entity acts without a power of attorney, then the tax authority does not need to be notified.

Good day! The organization is not obliged to notify the Tax Office of the extension of the director's powers. Good luck to you.

No, not necessarily. You are obliged to submit documents to the registration authority only when you change the head, or when you change his name and other passport data.

I need a sample minutes of the meeting on the extension of the director of the LLC.

—Hello, you can personally contact any lawyer and we will prepare a consultation or draw up a document for you, on a paid basis, based on the "Civil Code Russian Federation (part two) "dated 26.01.1996 N 14-FZ (as amended on 23.05.2016) of the Civil Code of the Russian Federation Article 779. Good luck, and all the best.

Hello! There are no samples, everything is compiled in individually, the Charter of the society plays a big role. Drawing up a protocol, paid service. All the best!

Hello, Olga Obraztsov is not on the site. Help for organizations - carried out on a paid basis I wish you good luck and all the best!

The bank demanded to the order to extend the powers of the gene. director of the LLC - the decision to extend the powers of the general. director. The founders of the LLC include a legal entity with 2/3 of the share of the authorized capital and an individual with 1/3 and being a gene. director, where to get and download a well-designed sample of the above solution.

Hello. You can find such an order on the Internet or contact the lawyers of our website for help. Drawing up such a document with a lawyer is a paid service. Prices are different for each lawyer.

Something like this: Minutes No. 1 of the Meeting of Members of the Limited Liability Company "" Date of the Constituent Assembly: "__" 20__ Place of the Constituent Assembly: Moscow. The starting time for registration of participants in the Constituent Assembly: 09 hours 00 minutes. Deadline for registration of participants in the Constituent Assembly: 09 hours 30 minutes. Opening time of the Constituent Assembly: 09 hours 30 minutes. Time of the beginning of the counting of votes of the Constituent Assembly: 10 hours 30 minutes. End time of the Constituent Assembly: 11 hours 00 minutes. At the time of registration were present the founders of the Limited Liability Company "" (hereinafter - the "Company"): 1. Full name-1, passport data; 2. Full name-2, passport data. The votes were counted by the Chairman of the Meeting. Agenda: 1. On the election of the Chairman and the Secretary of the Constituent Assembly of LLC "". 2. On the procedure for making decisions by the General Meeting of Participants of LLC "". 3. On the extension of the powers of the General Director of the Company. 1. On the first question "On the election of the Chairman and the Secretary of the Constituent Assembly of LLC" ": Heard: Full name-1 with a proposal: To elect the Chairman of the Constituent Assembly of LLC" agenda: “FOR” - 2 votes; "AGAINST" - 0; "ABSTAINED" - 0. The decision was taken unanimously. Wording the decision: To elect the Chairman of the Constituent Assembly of LLC "" FULL NAME-1 The duties of the Secretary of the Constituent Assembly shall be assigned to FULL NAME-2. 2. On the second issue "On the procedure for making decisions by the General Meeting of Participants of LLC": Heard: Full name-1 with a proposal: Establish that in fulfillment of the requirements Federal law dated 05.05.2014 N 99-FZ, the adoption by the General Meeting of Participants of LLC "" of decisions and the composition of participants of LLC "" present at its adoption (both during the holding of this Constituent Meeting and during the General Meetings of Participants of LLC "") are confirmed by signing the minutes by all participants attending the General Meeting of Participants of LLC "", and do not require notarization. Voting results on the second item on the agenda: “FOR” - 2 votes; "AGAINST" - 0; "ABSTAINED" - 0. The decision was taken unanimously. The wording of the adopted decision: To establish that, in pursuance of the requirements of the Federal Law of 05.05.2014 N 99-FZ, the adoption by the General Meeting of Participants of LLC "" of decisions and the composition of participants of LLC "" present at its adoption (both during this Constituent Assembly, and and when holding General Meetings of Participants of LLC ""), are confirmed by signing the minutes by all participants attending the General Meeting of Participants of LLC "", and do not require notarization. 3. On the third issue "On the extension of the powers of the General Director of the Company": Heard: Full name-1 with a proposal: To extend the powers of the General Director of the Company (full name, passport data) due to the expiration of their term for another 5 (five) years. Voting results on the third item on the agenda: “FOR” - 2 votes; "AGAINST" - 0; "ABSTAINED" - 0. The decision was taken unanimously. The wording of the adopted decision: To extend the powers of the General Director of the Company (full name, passport data) due to the expiration of their term for another 5 (five) years. Date of drawing up the Protocol.

There are sample documents on reference sites legal systems guarantor and consultant. In principle, this is a common decision, the main thing in it is the operative part, they decided to extend the term of office of the CEO by. a meeting participant representing a legal entity must either have the power of attorney of this person or be entitled to act on behalf of the legal entity according to the charter.

Do I need a general meeting of founders to extend the powers of the director of an LLC, if there are two founders - physical. person 75% (director) and 25% Public organization?

Hello. A decision of the general meeting is needed to appoint a director for a new term, otherwise there may be problems with the tax and some counterparties, banks.

To resolve your question, you need to look at the Charter of a limited liability company, which states who the OS or founders are given the right to elect a governing body.

Hello! You have written in the Charter by whom the sole executive body is elected. When renewing powers, the same procedure.

What threatens the director of an LLC for falsifying the minutes of the meeting of owners of the LLC on the extension of the director's powers for a new term?

From the civil side, this is. Civil Code of the Russian Federation. «Civil Code | Article 183 of the Civil Code of the Russian Federation Article 183. Conclusion of a transaction by an unauthorized person 1. In the absence of powers to act on behalf of another person or in excess of such powers, the transaction is considered prisoner in the name and in the interests of the person who committed itunless another person (represented) subsequently approves the transaction. Prior to the approval of the transaction by the represented, the other party, by means of a statement to the person who made the transaction, or to the person represented, shall have the right to refuse it unilaterally, unless, during the transaction, she knew or should have known that the person making the transaction did not have powers or that they were exceeded. 2. Subsequent approval of the transaction by the person represented creates, changes and terminates for him the civil rights and obligations under this transaction from the moment of its completion. "

I'm completely confused, tell me, is it necessary to certify the protocol on the extension of the director's powers by a notary?

And what's "confused" here - the term of office is specified in the Protocol? Indicated. So, on the basis of the new decision, the EIO LLC is appointed.

The term of office of the director of the joint-stock company expires. Tell me what is the procedure for renewing powers?

Hello, how was the director appointed to this position?

The procedure for extending the powers of a director must be spelled out in your Articles of Association. Any extension of powers is drawn up by the minutes of the regular or extraordinary general meeting of participants. It specifies the renewal period. Then you submit information to the tax office.

so why are you tired of

In March 2015, the powers of the General Director of CJSC ended. We made a protocol on the extension of powers of March 2, 2015 for 5 years in accordance with the Charter, we did not notarize this protocol. Since there were changes in the legislation of Part 3 of Art. 67.1 of the Civil Code of the Russian Federation, this protocol is null and void. Notaries wrap up when trying to draw up a power of attorney from an organization and for this reason we cannot pass accreditation on the site. Can you please tell me how you can fix this situation?

Hello. Here you also need to check the charter. There were also changes in JSC

The term of office of the CEO is expiring, I am against the extension of his term. But he wants to renew the contract. The problem is that he and I are founders of an LLC with a 50% shareholding. What can I do in such a situation?

Hello. It is decided at the general meeting. In case of failure to reach an agreement - the court. All the best. Thank you for choosing our site.

In the process economic activity violations of the law must have occurred, and you think in the know (financial transactions). Explain to your friend that the gene dir is a permanent executive body, then he is responsible! Explain the prospect of going to the police. Or to court))

It is necessary to look at your charter, what is indicated there on this matter.

The issue of extending the powers of the director of the LLC. The charter stipulates that the director is elected for a year. The bank requires the decision of the founders to extend the powers. The LLC has three members. One of the participants does not sign any decisions, sabotages the work of the enterprise, the shopping mall opened his own similar and is a competitor. The court accepted the claim for the withdrawal of the participant from the LLC for consideration. But this is a long process. The bank does not accept the decision signed by two participants and has blocked the account. Please, help.

Hello. There is nothing to help you at this time - await a court decision, then just renew the director's powers. In general, I recommend that you amend the charter regarding the term of office of the director, at least up to 2-3 years.

Either wait for the court's decision, or amend the charter. There are no other options.

How to issue a decision to extend the powers of a director.

Hello! and which body or organization wishes to make such a decision? ask the question completely. general meeting of members (what do you have there) and make such a decision

Hello. By the decision of the founder (s).

There was a problem in extending the powers of the director of the LLC. The company has two founders, one of them does not participate in the business of the company, but now he does not want to come to the meeting and resolve issues. All the affairs of the company are blocked by this approach. Is it possible to introduce another founder to the firm by decision of one of the two founders. If there is no way out of this situation. The firm is engaged in real estate services (MKD). There are a lot of difficulties when closing and opening a new company.

With considering recent changes in the legislation your situation is resolved only in court

Do you need to notarize the protocol on the renewal of the director's powers?

I am looking for a sample protocol or decision to extend the powers of a director in an LLC. how can you help. Thank you.

There are no samples. Drawing up the minutes of the general meeting is a paid service.

The next question interests. What is the procedure for the next extension of the powers of the general director of the company, if one of the founders has recently died? There are only 3 founders, one of whom is currently the CEO and has a 34% share, the rest of the founders are 33% each.

You need to gather a meeting of founders and on the agenda to make a decision (formalized in minutes) who will be general. If you have questions about the documents, I can help

In accordance with the charter. If the appointment of the State Duma is made by decision of the OCU, then collect a meeting, a simple majority, which is sufficient to resolve the issue, you will have. If a different ratio of votes is established in the charter, then you need to look at the entire charter as a whole. In this case, it is also necessary to take into account the fact that the share of the deceased must go under trust management in accordance with paragraph 8 of Article 21 of the Federal Law "On LLC". So the DU with this share can also vote in the OCU on the issue of extending the term of office of the DG

Should the protocol on the extension of the director's powers be certified by a notary if the decision on the extension was made unanimously?

No. You probably mean a statement to the tax office. the protocol is not certified by a notary.

Do I need to re-register or alter the charter of an LLC when the director's powers are extended? The director remains the same for the same period as originally stipulated in the charter. The protocol on the extension of powers was approved and signed unanimously at the meeting of founders. Only 2 founders.

How to notify the bank about the extension of the powers of the CEO? What documents are needed for this? Can I come to the bank by power of attorney?

Hello. Send a notification if you do not fill it correctly, there will be irreversible risks

Extension of powers of the CEO

The General Director, according to the law, is the sole executive body in the LLC structure. The terms of his employment contract are governed by Article 58 Labor Code RF. It is either urgent (up to 5 years) or unlimited. The powers in their scope and terms are spelled out in the charter of a particular legal entity, which does not contain contradictions with the federal law "On limited liability companies".

Upon the expiration of the contract, the term of the extension of the powers of the General Director is discussed. For this is a new labor contract... The decision on the extension is made at the general meeting of the company's participants by voting (there must be at least 2/3 of votes "FOR"). The charter can also additionally prescribe that the powers of the CEO are unlimited.

The lawyers of the Pravoved.RU portal will advise you on the term of the extension of the powers of the CEO, provide the necessary legal support in the extension procedure.

Legal advice on Russian legislation

Category selection

Prolongation of powers of the General Director of LLC

Good day. The General Director of the LLC was elected in July 2017. According to the Charter of the LLC, his term of office is 1 year, i.e. until July 2018 In December 2017, the new edition Of the charter, according to which the CEO is elected for a term. Show in full

What is the procedure for renewing the term of the CEO?

Hello! We have 2 founders in equal shares. The General Director's powers expire on 06/01/2018, by the decision of the founders of the general meeting, the powers of the director were extended. I have several questions: 1. From what date is correct. Show in full

Have a question for a lawyer?

Expiration of the term of office of the CEO

Good day! The question is this: in our organization (LLC, 2 founders) the term of office of the general director determined by the charter expires (1 year, an urgent TD is concluded), but the next general will be the same person. Do I need to submit in this regard. Show in full

Prolongation of powers of the gene. Directors and withdrawal of one LLC member from the founders

Me and my former co-founder each had 50% of the authorized capital of our LLC. 2 years ago, my colleague voluntarily resigned from the founders, writing a statement that he had no material claims. The assets were divided and she got hers. Show in full

What is the procedure for extending the powers of the director of an LLC if he is the only founder?

Good afternoon, please tell me. I have an LLC, I am the only founder. The charter states that the term of office of the director is 3 years. Today this period has expired. How can I renew my mandate?

Change of the general director (minority shareholder) of LLC

Good day! Given: 1. there are three founders with shares of 16.9% - 16.5% - 66.6% 2. the general director - a minority shareholder - has a share (16.9%) 3. the powers of the State Duma have expired 4. The State Duma proposes to extend its powers 5. the majority shareholder (66.6%) is against and wishes. Show in full

Do I need to make a notarized decision to extend the term of office of the CEO?

Hello, please tell me whether it is necessary to make a notarial decision or minutes of the LLC general meeting to extend the term of office of the general director, if there are two founders?

The bank requires a document to extend the powers of the CEO. What should be provided?

Neither the Charter nor the minutes on the appointment of the General Director set his term of office. and the bank requires information on the extension of the powers of the CEO. What should be provided?

How to renew the term of the CEO after the death of the second founder?

One of the two founders died. The heirs will enter into the inheritance rights of the deceased's share only after 6 months. How to renew the powers of the CEO now, since term of office ends?

How is the procedure for renewing the powers of the general director carried out?

Good day. The term of office of the CEO is ending. There is a decision of the general meeting to extend the powers of the general director. Is it necessary to notarize the extension of the powers of the CEO

Change of LLC founders by inheritance. Prolongation of powers of the General Director of LLC

Good evening. The LLC needs to renew the powers of the CEO. The situation is as follows. The only founder died. Two heirs entered the inheritance by will, one of them n / a. In the Charter of the LLC, the transfer by inheritance is possible. B. Show in full

How to draw up a renewal decision for a bank?

Good evening! The term of office of the LLC in the bank ends. To renew the powers, a package of documents is required, including "Decision or protocol on renewal" without specifying the form of the document. LLC has one founder for an unlimited period. ... Show in full

Prolongation of powers of a director in LLC upon expiration

Hello, I am the only founder in an LLC, a director, by decision and in accordance with the charter, appointed for a period of 3 years, after the expiration of the term, I made a decision to extend my powers for another three years, should I quit and reapply for myself. Show in full

Extension of powers of the CEO of the organization

Hello, tell me how to be. We have entered into a fixed-term employment contract with the CEO for 2 years, the term is coming to an end and it was decided to extend his powers for another 2 years. How to document this renewal. Is the option possible. Show in full

Do I need to notify the tax authorities about the extension of the powers of the General Director of the LLC?

Hello! Please tell me which bodies need to be notified about the extension of the powers of the General Director of LLC and what documents are needed for this?

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In this article, you will find:

maximum vacation period without retention wages in 2019 (Labor Code of the Russian Federation)
how unpaid leave is granted
who is entitled to vacation without fail
what documents to issue a vacation without pay
how to include unpaid leave in seniority

This is one of the types of leave provided by the Labor Code, in particular Article 128. In most cases, these are leaves that are granted at the request of employees. In certain situations and for certain categories of employees, the employer is obliged to provide leave without pay. In the article you will find out who this applies to.

Urgent need to go on vacation: must you let go?

What if you need a vacation from tomorrow? Is the employer obligated to let go? How to pay for the rest in this case?

Who is entitled to unpaid leave without fail

The employer is obliged to give the employees who are listed in part 2 of article 128 of the Labor Code of the Russian Federation:

participants of the Great Patriotic War;
working pensioners;
parents and wives (husbands) of military personnel who died or died as a result of injury, concussion or injury received in the line of duty military service or due to an illness associated with military service;
disabled people;
workers in cases of childbirth, marriage registration, death of close relatives.

The labor code, other federal laws, or a collective agreement may provide for other cases when the employer is obliged to grant unpaid leave. For example, part 2 of Article 173 of the Labor Code of the Russian Federation lists the categories of employees to whom the employer must provide unpaid leave in connection with admission to educational institutions of higher professional education and training in them, these are:

employees admitted to entrance examinations in educational institutions of higher professional education;
employees - students of preparatory departments of educational institutions of higher professional education;
employees studying at state accredited educational institutions higher professional education in full-time education, combining study with work.

Part 2 of Article 174 of the Labor Code of the Russian Federation lists the employees to whom the employer must provide unpaid leave in connection with admission to educational institutions of secondary vocational education and training in them, these are:

employees admitted to entrance examinations in state-accredited educational institutions of secondary vocational education;
employees studying in state-accredited educational institutions of secondary vocational education in full-time education, combining study with work, to undergo intermediate certification.

In part 2 of Article 286 of the Labor Code of the Russian Federation, it is determined that if at a part-time job the duration of the employee's annual paid leave is less than the duration of the leave at the main place of work, then the employer, at the request of the employee, grants him an unpaid leave of the corresponding duration.

The current legislation does not determine the grounds for refusing to grant unpaid leave to these categories of employees.

Granting leave by agreement of the parties to any employee

For family reasons and others valid reasons the employee, upon his written application, may be granted unpaid leave, the duration of which is determined by agreement between the employee and the employer (part 1 of article 128 of the Labor Code of the Russian Federation). Here is a sample of such a statement.

When considering applications, attention is drawn to the specific circumstances that caused the need for such a vacation. After all, granting leave without pay on the basis of part 1 of article 128 of the Labor Code of the Russian Federation is a right, not an obligation of the employer, therefore he has the right to refuse to provide it to an employee. In this case, the employer must take into account both the validity of the reasons indicated by the employee in the application, and the possibility of causing harm to the organization in the event of a vacation.

In cases where the employer is required to provide unpaid leave, a statement is also required from the employee

It is compulsory to indicate in the leave application without an appropriate justifiable reason, although this affects the employee's privacy. The information that has become known to the employer is the employee's personal data. Therefore, their storage, processing and use must be carried out in accordance with the requirements of Chapter 14 of the Labor Code of the Russian Federation, Federal Law of 27.07.06 No. 152-FZ "On Personal Data" and other federal laws

Family circumstances and other respectful target \u003d "_blank" refer to certain events and social needs that have arisen in the employee's personal life. An employer cannot send an employee on unpaid leave on his own initiative.

Childcarers may be granted additional unpaid leave if provided collective agreement (Article 263 of the Labor Code of the Russian Federation)

In addition to the Labor Code, the employer's obligation to grant unpaid leave to certain employees is established in the following federal laws:

dated 26.11.96 No. 138-FZ - to individual participants in the electoral process for the duration of elections to local self-government bodies;
dated 09.01.97 № 5-FZ - to Heroes of Socialist Labor and full holders of the Order of Labor Glory;
dated 12.06.02 No. 67-FZ - to the candidate's proxies during the referendum;
dated 10.01.03 No. 19-FZ - to individual participants in the election of the President of the Russian Federation (proxies of the candidate, members of the election commission with the right of an advisory vote);
dated May 18, 2005 No. 51-FZ - to individual participants in the election process of deputies of the State Duma (proxies of the candidate, members of the election commission with an advisory vote);
dated 05/27/98 No. 76-FZ - to the spouses of military personnel in relation to a part of the leave that exceeds the duration of the annual leave at their main place of work;
dated 01/15/93 No. 4301-1 - For Heroes Soviet Union, Heroes of the Russian Federation and full holders of the Order of Glory (additional vacation for up to three weeks a year at a convenient time for them)

Vacation documentation

Unpaid leave is granted to an employee on the basis of an application. In it, he indicates the start date and duration of the vacation, as well as the circumstances due to which he needs this vacation. Together with the application, you can submit documents (copies) confirming the circumstances indicated in it.

The employer's consent to the granting of such leave is formalized by an order (decree) in the form No. T-6. The employee must be familiarized with it against signature. The order (instruction) should indicate:

surname, name, patronymic of the employee;
the reason for the vacation;
start date and duration of the vacation.

Information about the leave provided is entered in the employee's personal card (form No. T-2 1) and the time sheet (form No. T-12 or T-13 1).

1: Data uniform forms approved by the decree of the State Statistics Committee of Russia dated 05.01.04 No. 1.

In the report card, the time of leave without pay is marked with the code "TO" if the leave is granted according to the employer's permission, or the code "OZ" if the employee goes on vacation on the basis of the provisions of the current legislation of the Russian Federation 2.

2: Such legend are given in the time sheet according to the form No. T-12.

Vacation duration

The duration of unpaid leave for family reasons and other valid reasons is determined by agreement between the employee and the employer.

The duration of unpaid leave if the employer is obliged to provide it is determined by federal law, which provides for such leave. The maximum period of leave without pay in 2019 according to the Labor Code of the Russian Federation we have given in the table below.

The employee can interrupt the vacation without pay at any time. Moreover, such leave is granted without linkage to other leave.

Unpaid leave and paid annual leave

Time provided at the request of the employee unpaid leave, not exceeding 14 calendar days during the working year is included in the length of service, which gives the right to an annual basic paid leave (Article 121 of the Labor Code of the Russian Federation). And if the duration of unpaid leave exceeds 14 calendar days during the working year, then this period is not included in the specified length of service. This means that the end date of the working year for which the employee is granted annual paid leave will be postponed by the corresponding number of days of unpaid leave.

The employer, on his own initiative, cannot send employees on vacation at his own expense due to the lack of work specified in the employment contract. Indeed, according to Article 128 of the Labor Code of the Russian Federation, such leave is granted only on the basis of an employee's statement, which indicates exclusively personal reasons.

Forced sending to administrative leave is a violation of labor legislation, for which, according to Article 5.27 of the Administrative Offenses Code of the Russian Federation, an administrative fine is provided:

for officials - in the amount of 1,000 to 5,000 rubles;
persons carrying out entrepreneurial activity without forming a legal entity, - from 1000 to 5000 rubles. (or administrative suspension of activities for up to 90 days);
legal entities - from 30,000 to 50,000 rubles. (or administrative suspension of activities for up to 90 days).

Violation of legislation on labor and labor protection officialpreviously subjected to administrative punishment for a similar administrative offense, shall entail disqualification for a period of one to three years.

If the employer is unable to provide the labor collective with work, he is obliged to fix the downtime, the time of which, according to Article 157 of the Labor Code of the Russian Federation, the employee must be paid. Moreover, downtime due to the fault of the employer is paid in the amount of at least two-thirds of the employee's average wage. And the downtime for reasons beyond the control of the employer and the employee is paid in the amount of at least two-thirds of the tariff rate, salary ( official salary) calculated in proportion to the downtime

Example 1
Suppose, for the purpose of granting annual paid leave, the working year of employee V.V. Petrova lasts from November 1, 2018 to October 31, 2019. During the working year, the employee took vacations without pay four times: from 6 to 10 April, from 18 to 27 May, from 15 to 17 June and from 6 to 9 July - only 22 calendar days. If he did not go on vacation at his own expense, he would have received such a right to another paid vacation from November 1, 2019. But since the duration of unpaid leave during the working year exceeded 14 calendar days, the end date has shifted by 8 calendar days (22 days - 14 days). Therefore, the right to annual paid leave for this employee will arise from November 9, 2019. The next working year for I.I. Ivanova will start not from the 1st, but from November 9, 2019.

Thus, if the total duration of unpaid leave during the working year for the employee was more than 14 calendar days, then when calculating the length of service, which gives the right to annual paid leave, calendar days starting from the 15th are not taken into account.

The time of unpaid vacations provided at the request of the employee can be included in the work experience that gives the right to an annual basic paid leave within 14 calendar days during the working year (Article 121 of the Labor Code of the Russian Federation)

Example 2
Manager I.I. Ivanov has been working at Delta LLC since February 20, 2019. Vacation at his own expense in 2013 he was provided four times: from 6 to 10 April, from 18 to 27 May, from 15 to 17 June and from 6 to 9 July - only 22 calendar days. And on August 10, 2019 I.I. Ivanov resigned of his own free will.
The Delta LLC accountant has determined the number of days of paid leave for which compensation is due as follows.
The manager worked in the organization from February 20 to August 10, 2019, which is 5 months 19 days. On unpaid leave during the specified period, he was 22 calendar days, while 8 calendar days (22 days - 14 days) should be excluded from the length of service, giving the right to leave. Therefore, the work experience, which gives the right to leave, will be 5 months 11 days.

When calculating the terms of work that give the right to proportional additional leave or compensation for leave upon dismissal, surpluses of less than half a month are excluded from the calculation, and surpluses of at least half a month are rounded up to a full month. This is established by clause 35 of the Rules on regular and additional leaveapproved by the NKT of the USSR on April 30, 30 No. 169 (applied in the part that does not contradict the Labor Code of the Russian Federation). Taking into account this rule, as well as the provisions of part 1 of Article 423 of the Labor Code of the Russian Federation, compensation must be paid for 5 months.

The number of vacation days not used during the work in the organization is determined based on the calculation of 2.33 vacation days per 1 month (Rostrud letters dated 07.26.06 No. 1133-6 and dated 06.23.06 No. 944-6).

In this situation, the number of vacation days for which compensation is due is 11.65 days (2.33 days x 5 months).

Table. Vacation without pay: the maximum period in 2019 according to the Labor Code of the Russian Federation.

Employees who are granted unpaid leave without fail	Vacation duration
Participants of the Great Patriotic War	Up to 35 calendar days a year
Working old-age pensioners (by age)
Parents and wives (husbands) of military personnel who died or died as a result of injury, concussion or mutilation received in the performance of military service duties, or as a result of an illness associated with military service	Up to 14 calendar days a year
Working disabled	Up to 60 calendar days a year
Workers in cases of childbirth, marriage registration, death of close relatives	Up to 5 calendar days on each basis
Employees admitted to entrance examinations in educational institutions of higher professional education	15 calendar days
Employees - students of the preparatory departments of educational institutions of higher professional education in the case of passing final exams	15 calendar days
Employees studying in state-accredited educational institutions of higher professional education on a full-time basis, combining study with work, in the following cases:	15 calendar days in an academic year 4 months
	1 month

- passing the final state exams
Employees admitted to entrance examinations in state-accredited educational institutions of secondary vocational education	10 calendar days
Employees studying in state-accredited educational institutions of secondary vocational education on a full-time basis, combining study with work, in the following cases:	10 calendar days in an academic year 2 months
- passing intermediate certification;	1 month
- preparation and defense of the final qualifying work and passing the final state exams;
- passing final exams
Part-time workers, whose duration of annual paid leave is less than the duration of leave at the main place of work	The difference in calendar days between the duration of the holidays

Days unpaid leave are completely excluded from the calculation period when calculating the average earnings, regardless of its duration. The basis is subparagraph "e" of paragraph 5 of the Regulations on the specifics of the procedure for calculating the average wages, approved by the Government of the Russian Federation of 12.24.2007 No. 922 (hereinafter - the Regulations).

Example 3
Let's use the data of example 2. Salary of the manager of LLC "Delta" II. Ivanov for the period from February 20 to July 31, 2019 amounted to 92,000 rubles. The employee worked on a five-day schedule working week... Average daily earnings for compensation for unused vacation calculated for the last 12 calendar months (parts 2 and 3 of article 139 of the Labor Code of the Russian Federation and paragraphs 2 and 4 of the Regulation). In this case, the amount of wages accrued for the billing period is divided by 12 and by 29.4 (the average monthly number of calendar days) (Article 139 of the Labor Code of the Russian Federation and clause 10 of the Regulations). However, I.I. Ivanov in the billing period was on leave without pay. Therefore, his average daily earnings are calculated in the following order. The amount of actually accrued wages for the billing period must be divided by the sum of the average monthly number of calendar days (29.4) multiplied by the number of calendar months fully worked, and the number of calendar days in not fully worked calendar months. Moreover, the number of calendar days in an incompletely worked calendar month is calculated by dividing the average monthly number of calendar days (29.4) by the number of calendar days of this month and multiplying by the number of calendar days falling on the time worked in this month (paragraphs 2 and 3 p. . 10 Regulations).
Thus, the average daily wages of a manager of Delta LLC will amount to 679.77 rubles. , where 28 days, 30 days, 31 days, 30 days, 31 days - the number of calendar days in February, April, May, June and July 2009, respectively, and 9 days, 25 days, 21 days, 27 days, 27 days. - the number of calendar days worked in February, April, May, June and July, respectively.
The amount of compensation for unused vacation for 11.65 days amounted to 7919.32 rubles. (679.77 rubles? 11.65 days).

Unpaid leave, which is mandatory for certain categories of employees on the basis of Part 2 of Article 128 of the Labor Code of the Russian Federation, are included in the length of service, which gives the right to annual paid leave, regardless of the duration.

Inclusion of unpaid leave in the length of service taken into account when assigning a pension

The period when the employee was on unpaid leave cannot be included in his insurance record taken into account when assigning a pension. Indeed, the insurance period includes the periods of work for which the insurance premiums in the Pension Fund of the Russian Federation (clause 1 of article 10 of the Federal Law of 17.12.01 No. 173-FZ "On labor pensions in the Russian Federation").

If the employee was on vacation at his own expense, did not work, did not receive a salary, the employer cannot calculate and pay insurance premiums to the Pension Fund for this period.

Guarantees for an employee who is on leave without pay

Usually, an employee cannot be fired at the initiative of the employer during his stay on such leave. Since, according to Article 81 of the Labor Code of the Russian Federation, an employee cannot be dismissed at the initiative of the employer during the period of his stay on vacation, except in the case of liquidation of the organization or the termination of activities by an individual entrepreneur.

During unpaid leave, the employee, as a rule, retains his place of work (position) (Article 81 of the Labor Code of the Russian Federation)

If an employee of the organization, while on vacation without pay, got sick and brought sick leave then the organization is not obliged to pay him a temporary disability allowance... After all this manual is not assigned to the insured person for the period of his release from work with full or partial retention of wages or without payment in accordance with the legislation of the Russian Federation. Of course, with the exception of cases of disability due to illness or injury by an employee during the period of annual paid leave. This is stated in subparagraph 1 of paragraph 1 of article 9 of the Federal Law of December 29, 2006 No. 255-FZ.

If on vacation without pay the employee went on maternity leave, then the employer is obliged to pay maternity benefits to her, since the employee belongs to the insured persons. Moreover, unpaid leave must be interrupted from the moment the maternity leave begins. The maternity allowance is paid to the employee in the amount of 100% of the average earnings (clause 1 of article 11 of the Federal Law of December 29, 2006 No. 255-FZ).

If the employee does not have actually accrued wages and actually worked days in the billing period and before it, the average earnings should be calculated based on the official salary, the tariff rate of the category established for the employee, the official salary, and salary (remuneration). The basis is clause 11 of the Regulations on the specifics of the procedure for calculating benefits for temporary disability, for pregnancy and childbirth to citizens subject to compulsory social insurance, approved by the Government of the Russian Federation of June 15, 2007 No. 375 4.

During the time when the employee was on unpaid leave, he is entitled to standard tax deductions provided for in article 218 of the Tax Code of the Russian Federation. After all, these deductions are provided to the taxpayer for each month of the tax period by reducing the tax base in each month of the tax period by the corresponding established amount of the deduction. If in some months the taxpayer had no income at all, standard tax deductions are accumulated from the beginning of the tax period.

2014 the requirements for the registration of the minutes of the meeting of legal entities have changed, incl. the content has also changed LLC Protocol on the establishment (first meeting of founders). Constituent documents, simultaneously with the Protocol and the application in the form p11001 are submitted to reg. organ. In the first Protocol of LLC on the establishment, the name of the company, the authorized capital, the composition of the founders and their shares in the authorized capital are approved. In the first constituent lLC protocol On the establishment, a leader (director or general director) is elected. LLC protocol contains the agenda required for the state registration of an LLC.

All founders are APPLICANTS. That is, all founders sign a statement in the form of P11001 at the notary. And in the protocol of the LLC on its creation, you can specify one of the founders, who is appointed responsible for the state. registration with the right to pay state fees. All founders must either personally be present at the submission of documents to the IFTS, or give notarized powers of attorney to our representative for the delivery and receipt of documents at the IFTS.

LLC Protocol (Sample)

P R O T O K O L N1
GENERAL MEETING OF FOUNDERS
LIMITED LIABILITY COMPANY "EDU GROUP"

Date of the meeting: 12.05.2017
Location: 119435, Moscow, Pirogovskaya M., 6/4, building 2, room I, room 11
Start time of the meeting 10:00
End time of the meeting 10:30

Attended by: Founders of the Society, consisting of 2 people:
Modenov Ivan Vladimirovich, date of birth 04.03.1986, place of birth Tashkent, passport АА 6671638, issued on 30.08.2014 by the State Personalization Center of the Republic of Kazakhstan, address: Republic of Kazakhstan, Astana, Karasu, 18, apt. .233,
Dokukin Vasily Petrovich, date of birth 28.03.1988, place of birth Samarkand region, passport AB 2276752, issued on 24.07.2013 by the State Personalization Center of the Republic of Kazakhstan, address: Republic of Kazakhstan, Samarkand region, Taylak district, Urai village.
Agenda:
1. On the election of the Chairman and the Secretary of the meeting. On the appointment of a person responsible for counting votes.
2. On the method of confirming the adoption of the decision by the general meeting of founders and the composition of the founders present at its adoption.
3. On the establishment of the Society.
4. About contributions to the authorized capital.
5. On the election of the head of the Company.
6. About the approval of the print sketch.
7. Approval of the charter of the Company and submission for state registration.

Speakers: Modenov Ivan Vladimirovich, Dokukin Vasily Petrovich.
Resolved:

Item No. 1 of the agenda
The issue put to the vote: On the election of the Chairman and the Secretary of the meeting.
On the appointment of a person responsible for counting votes.
Decided: Modenov Ivan Vladimirovich was elected as the Chairman, Dokukin Vasily Petrovich - the secretary of the meeting.
Vasily Petrovich Dokukin, date of birth 28.03.1988, place of birth Samarkand region, passport АА 2276752, issued on 24.07.2013 by the State Center for Personalization of the Republic of Uzbekistan, address: Republic of Uzbekistan, Taylak district, village Urai- Elipok.

Item No. 2 on the agenda
The question put to the vote: On the method of confirming the adoption of the decision by the general meeting of founders and the composition of the founders present at its adoption.
Voted: “For” 2; "Against" 0; "Abstained" 0.
Decided: The adoption of the decision by the general meeting of the founders and the composition of the founders of the Society present at its adoption is confirmed by the signing of the protocol by all members of the Society without notarization. Subsequent minutes of the meetings are signed by the Chairman and the secretary of the meeting without notarization.
The voices were considered by the secretary Dokukin Vasily Petrovich.

Item No. 3 of the agenda
Issue put to vote: On the establishment of the Society.
Voted: “For” 2; "Against" 0; "Abstained" 0.
Decided: to establish a limited liability company "EDU GROUP". The founders include: Modenov Ivan Vladimirovich, Dokukin Vasily Petrovich.
The relationship of the members of the Company is determined by the charter of the Company.
The voices were considered by the secretary Dokukin Vasily Petrovich.

Item No. 4 of the agenda
The question put to the vote: On contributions to the authorized capital.
Voted: “For” 2; "Against" 0; "Abstained" 0.
Decided: to endow the Company with an authorized capital of 250,000.0 (two hundred fifty thousand) rubles. The authorized capital is divided into 2 shares. Shares in the authorized capital are distributed in the following ratio:
participant Amount of share (in% of the authorized capital) Nominal value of the share, rub. Share in profit
Modenov Ivan Vladimirovich 70% 175,000.0 70%
Dokukin Vasily Petrovich 30% 75000.0 30%
The authorized capital is contributed by the founders in cash.
The procedure and terms for payment of shares of participants, penalties for participants for late payment of their shares are set out in the agreement on the establishment of the EDU GROUP Limited Liability Company.
The voices were considered by the secretary Dokukin Vasily Petrovich.

Agenda item No. 5
The item put to vote: On the election of the General Director of the Company.
Voted: “For” 2; "Against" 0; "Abstained" 0.
Decided: Dokukin Vasily Petrovich, date of birth 03/28/1988, place of birth Samarkand region, passport AB 2276752, issued on 07.24.2013 by the State Center for Personalization of the Republic of Kazakhstan, address: Republic of Kazakhstan, Samarkand region, Taylak district, Urai village is elected for the position of the General Director of the Company with the right of the first signature.
The voices were considered by the secretary Dokukin Vasily Petrovich.

Agenda item 6
Question put to the vote: On approval of the print sketch.
Voted: “For” 2; "Against" 0; "Abstained" 0.
Decided: to approve the print sketch.
The voices were considered by the secretary Dokukin Vasily Petrovich.

Item No. 7 of the agenda
Issue put to vote: Approval of the charter of the Company and submission for state registration.
Voted: “For” 2; "Against" 0; "Abstained" 0.
Decided: To conclude an agreement on the establishment of the Society. Approve the charter of the Company and register it in the manner prescribed by law. Instruct the registration of a limited liability company in government bodies Dokukin Vasily Petrovich.
The voices were considered by the secretary Dokukin Vasily Petrovich.

The agenda has been exhausted, no other questions have been received.

Presiding
/____________________________________________________/ /_______________/

Meeting secretary / _____________________________________________________ / / _______________ /
(surname, name, patronymic in full) (signature)

Founders:
/____________________________________________________/ /_________________________/
(surname, name, patronymic in full) (signature)

/____________________________________________________/ /__________________________/
(surname, name, patronymic in full) (signature)

An approximate form of the minutes of the meeting of the founders of a limited liability company (payment of the authorized capital is not made in cash) (prepared by the experts of the company "Garant")

This form was developed in accordance with the provisions of the Civil Code of the Russian Federation and the Federal Law of February 8, 1998 N 14-FZ "On Limited Liability Companies".

Protocol
meeting of founders of a limited liability company
(payment of the authorized capital is not made in cash)

[place of drawing up the protocol]

[date of drawing up the minutes]

The founders of the Society were present:

[Full name and passport data - for individuals; full name and information on state registration for legal entities].

Chairman of the meeting [surname, name, patronymic].

Meeting secretary [surname, name, patronymic].

1. Establishment of a Limited Liability Company.

2. Determination of the corporate name of the Company.

3. Determination of the location of the Company.

4. Determination of the size of the authorized capital of the Company.

5. [Approval of the Articles of Association of the Company. / Making a decision that the Company will act on the basis of model charter. ]

6. Approval of the monetary value of the property contributed as a contribution to the authorized capital of the Company.

7. Election of the sole executive body of the Company.

8. Election of the Board of Directors (Supervisory Board) of the Company.

9. Election of the collegial executive body of the Company.

10. [Formation of the Audit Commission of the Company. / Election of the Auditor of the Company. ]

11. Approval of the auditor of the Company.

Agenda item 1

Decision taken on the first issue of the agenda: to establish a limited liability company.

Agenda item 2

Decision taken on the second issue of the agenda: to determine the corporate name of the Company:

Full corporate name of the Company in Russian: [enter the required one].

Abbreviated corporate name of the Company in Russian: [write in the required one].

Agenda item 3

Decision taken on the third issue of the agenda: to determine the location of the Company: [write in the required one].

Agenda item 4

Decision taken on the fourth issue of the agenda: to determine the authorized capital of the Company in the amount of: [enter the required one].

The share of [name of the Founder Company] in the authorized capital of the Limited Liability Company [name of the Company to be established] is 100% of the authorized capital.

The par value of the share of [name of the Founder Company] is [value] ([amount in words]) rubles.

Agenda item 5

Decision taken on the fifth issue of the agenda: [approve the Charter of the Limited Liability Company [name] ./ decided that the Company will act on the basis of the model charter approved by [specify the name of the federal executive body].

Agenda item 6

Decision taken on the sixth issue of the agenda: the authorized capital of the Company is paid in cash in the amount of [enter the amount, but not lower minimum size authorized capital established by law]. The rest is paid for by property.

In order to determine the value of this property, an independent appraiser is involved.

The name of the property and its identifying features

Minutes of the meeting of founders (sample)

Protocol No. 1
general meeting of founders

Founders attended Limited Liability Company "______________________" (hereinafter - the "Company"):

- Limited Liability Company "________________" (LLC "________________", OGRN ______________, TIN ______________, KPP ______________, location address: zip code, city ________, street __________, d. ____, office _______) represented by ___________ [position] acting on the basis of the Charter - the chairman of the meeting;

– ________________________ [Full name] (passport of a citizen of the Russian Federation 00 00 No.000000, issued on ____________________________ xx.xx.20xx, subdivision code 000-000, registered at the address: zip code, ________, st .__________, d. ____, apt .____) - secretary of the meeting ...

AGENDA:

1. Foundation of the Company and approval of its organizational and legal form.

3. Approval of the size of the authorized capital, the size and nominal value of the shares of the founders of the Company, the procedure and term for payment of the shares of the founders of the Company in the authorized capital.

4. Approval of the Articles of Association of the Company.

6. Approval of the procedure for joint activities of founders to create a legal entity.

On item 1 of the agenda:

IT WAS RESOLVED AS FOLLOWS: Establish a commercial organization in the form of a Limited Liability Company.

On the 2nd issue of the agenda:

IT WAS RESOLVED AS FOLLOWS:

1) to approve the full corporate name of the Company:

in Russian - Limited Liability Company "______________________";

2) to approve the abbreviated corporate name of the Company:

in Russian - LLC ______________________;

3) approve the following address of the location of the Company: zip code, ________, st. __________, d. ____, office. _______.

On the 3rd issue of the agenda:

IT WAS RESOLVED AS FOLLOWS:

1) approve the authorized capital of the Company in the amount, the contribution of the authorized capital in cash and the shares of the founders in the following amounts:

- share ________________________ [Full name] in the amount of xx% of the authorized capital of the Company, par value __________ (amount in words) rubles rubles;

- the share of LLC "________________" in the amount of xx% of the authorized capital of the Company, par value __________ (amount in words) rubles rubles.

2) determine the following procedure and terms of payment for the shares of the founders of the Company in the authorized capital:

Each founder of the company must pay in full his share in the authorized capital of the Company within four months from the date of state registration of the Company.

On the 4th issue of the agenda:

IT WAS RESOLVED AS FOLLOWS: To approve the Articles of Association of the Company in the current edition.

On the 5th issue of the agenda:

IT WAS RESOLVED AS FOLLOWS: Appoint as _________________ Society ________________________ [Full name]... Conclude an employment contract with ________________________ [surname and initials] for a period of ____ (figure in words) years / year from the date of state registration of the Company. On behalf of the Company, an employment contract is signed ________________________ [Full name].

On the 6th issue of the agenda:

IT WAS RESOLVED AS FOLLOWS:

1) Instruct to prepare and submit documents for state registration of the Company ________________________ [Full name] .

2) pay the costs associated with the notarization of the founder's signature in the application according to the P11001 form, to each founder independently;

3) oblige the founder, who does not fulfill or improperly fulfills his obligations to create the Company, to compensate other founders for the losses caused;

4) confirm that the notarization of the founders' signatures is not required in this decision.

SIGNATURES OF FOUNDERS:

________________ ________________________ [Last name, initials]

________________ ___________ [position] LTD "________________"

M.P. ________________________ [name, initials]

Compliance of the protocol with the above sample will help you prevent annoying mistakes when registering an LLC, but often regional tax authorities may impose specific requirements that are not explicitly specified in the legislation, therefore, the service is now available especially for our users free check documents for business registration by 1C specialists:

Sample Minutes No. 1 of the General Meeting of Founders 2018

General meeting of founders

Limited Liability Company "Romashka"

General meeting form - meeting (joint presence)

Venue of the general meeting - 117105, Moscow, sh. Varshavskoe, 37, building 1, floor. 1, office. 4

The start time of registration of persons entitled to participate in the general meeting is 9-40

Deadline for registration of persons entitled to participate in the general meeting - 9-50

Opening time of the general meeting - 10-00

Closing time of the general meeting - 10-30

Presiding over the general meeting - Ivanov Ivan Ivanovich

Secretary of the General Meeting - Petrov Petr Petrovich

Total founders of the Society included in the voting lists:

Total: 2 founders

All the founders of the Company are present at the general meeting, the quorum (100%) is present, the general meeting is competent to make decisions on all issues on the agenda.

1. Election of the chairman and secretary of the general meeting of founders and the imposition of the responsibility for counting votes.

2. Establishment of the Romashka Limited Liability Company.

3. Approval of the company name of the Company.

4. Approval of the size of the authorized capital of the Company, as well as the procedure, method and timing of the formation of the property of the Company.

5. Approval of the size and par value of the shares of the founders of the Company.

6. Approval of the location of the Company.

7. Conclusion of an agreement on the establishment of the Company.

8. Approval of the Articles of Association of the Company.

9. Election of the General Director of the Company.

10. Determination of the procedure for joint activities of the founders to create the Company and the implementation of state registration of the Company.

11. Payment of the state duty for the state registration of the Company.

12. Approval of the sketch of the seal of the Company with the appointment of a person responsible for the production and storage of the seal.

1. On the first issue of the agenda -

To elect Ivan Ivanovich Ivanov (hereinafter - the Chairman) presiding at the general meeting of the founders of the Society, and Petrov Petr Petrovich (hereinafter - the Secretary) as the secretary of the general meeting of the founders of the Society.

The decision was taken unanimously.

2. On the second item on the agenda -

Establish a limited liability company "Romashka".

The decision was taken unanimously.

3. On the third issue of the agenda -

Full corporate name of the Company in Russian: Limited Liability Company "Romashka".

Abbreviated corporate name of the Company in Russian: LLC "Romashka".

The decision was taken unanimously.

4. On the fourth issue of the agenda -

Approve the authorized capital of the Company in the amount of 10,000 (ten thousand) rubles 00 kopecks, which is 100%.

Payment is made in cash in the amount of 10,000 (ten thousand) rubles 00 kopecks, which is 100% of the authorized capital of the Company.

The decision was taken unanimously.

5. On the fifth issue of the agenda -

Approve the size and par value of the shares of the founders of the Company in the following order:

Ivanov Ivan Ivanovich 5,000 (five thousand) rubles 00 kopecks, which is 50%

Petrov Petr Petrovich 5,000 (five thousand) rubles 00 kopecks, which is 50%

The decision was taken unanimously.

6. On the sixth issue of the agenda -

To approve the location of the Company (location of its permanent executive body): RF, 117105, Moscow city, Varshavskoe highway, building 37, building 1, floor 1, office 4.

The decision was taken unanimously.

7. On the seventh issue of the agenda -

Conclude an agreement on the establishment of the Society.

The decision was taken unanimously.

8. On the eighth issue of the agenda -

Approve the Articles of Association of the Company.

The decision was taken unanimously.

9. On the ninth item on the agenda -

To elect Ivanov Ivanovich Ivanovich, born on January 03, 1981, RF citizen passport: 4507 111222, issued on February 23, 2004 by the FMS of the MNEVNIKI DISTRICT OF THE CITY OF MOSCOW MANAGEMENT DEPARTMENT No. 1, department code 770-345; place of residence: 115409, Moscow, sh. Kashirskoe, 45, building 2, apt. 245; TIN 777453627222 for a period of 3 years.

Instruct the Chairman to sign on behalf of the Company an employment contract with the General Director after state registration.

The decision was taken unanimously.

10. On the tenth issue of the agenda -

Register the Society and the Articles of Association in the manner prescribed by law. All actions related to the registration of the Society, as well as actions necessary to start the Society's activities, which must be performed by the founders, as well as the costs of performing these actions are borne by the Chairman. If the Company is not registered, the expenses must be compensated in proportion to the shares of the founders in the authorized capital of the Company. Disputes about compensation for expenses are resolved in court.

The founders of the Society are jointly and severally liable for obligations related to the founding of the Society and arising before its state registration.

The decision was taken unanimously.

11. On the eleventh item on the agenda -

Instruct the Chairman to pay the state fee for state registration of a legal entity on his own behalf for all founders.

The decision was taken unanimously.

12. On the twelfth issue of the agenda -

Approve the sketch of the seal of the Society. To appoint the General Director of the Company Ivanov Ivan Ivanovich responsible for the production of the seal.

Minutes of the general meeting of founders of LLC in 2018 - sample, requirements

In this material you will find instructions on how to write the minutes of the general meeting of the founders of the LLC

In the process of establishing an LLC, one of the most important documents is the minutes of the meeting of the founders. It is necessary if the company is supposed to have several owners. Such a document is created only once, and it is extremely important to adhere to certain rules and mechanisms in its production.

In this article, we will answer the question "how to draw up the minutes of the meeting of founders" so that it cannot be challenged or refused when registering an LLC.

Differences between participants and founders

The minutes of the general meeting of founders (sometimes they say: "constituent assembly") is prepared when the company is founded.
The minutes of an extraordinary general meeting of LLC participants is created if the organization convenes the participants, for example, to change the general director, sell the shares of the founder, change the location, or make other changes.
The minutes of the next general meeting of participants are developed for annual meeting, which is held annually under the new law.

Requirements for the content of the minutes of the meeting of founders

1. Title of the minutes of the meeting of founders

For the document to have full legal force, the title must begin with the words "Minutes No. 1 of the general meeting of the founders of the" Limited Liability Company "" and then the full name of the company must follow.

The date of the document is affixed based on the time of the meeting, and not at the moment when the minutes itself was drawn up. It is usually placed on the next line after the word "PROTOCOL" or before a special delimiter line.

After the date and number, you must indicate the place where the meeting took place. When specifying a settlement, abbreviations can be used: city - city, region - region. etc.

date, time and place of the meeting;
information about the persons who took part in the meeting;
results of voting on each item on the agenda;
information about the persons who carried out the counting of votes;
information about the persons who voted against the decision of the meeting and who demanded to make a record about it in the minutes.

Sample of the protocol header:

Sample list of founders

2. Introductory part of the protocol content

The main text of the protocol consists of two parts. The first is introductory, filled in strictly according to the sample. The second - the main one is drawn up in free form.

In the introductory part of the text, it is necessary to indicate data on the composition of the founders who participated in the meeting, as well as the agenda. First, the information about the person presiding at the general meeting and the secretary of the meeting, as well as separately about the person who carried out the counting of votes, is indicated, after that all founders are indicated through the word “Attended”. You need to write: their surnames, names, patronymics, passport details and registration addresses. If we are talking about legal entity, then indicate: the name of the organization, TIN, OGRN, as well as the data of the company representative.

3. Agenda

The agenda is also spelled out in the document, and after these words there is a numbered list of issues that were considered at the meeting. There are certain rules here:

If a report is proposed at the meeting, the surname, initials and position of the speaker are indicated.
All questions are numbered according to their importance. The main ones come first, then the minor ones.
Each question should be formulated clearly and concisely.
If the reports or speeches of the meeting participants contain emotional phrases, then the secretary should make the wording as clear and businesslike as possible.

The main part of the text consists of several blocks, which go in a certain order: "Listened", "Speak", "Decided", "Voted".

In the block "Listened" you need to indicate the position, surname and initials of the main speaker in the genitive case. Then you can summarize the essence of the report itself. If the speech is large and voluminous, then it can be issued separately.

In the block "Speakers" the names and initials of the speakers are indicated. Their reports can be formulated in a thesis through a dash.

The block “Decided” indicates the decisions made.

Election of the chairman and secretary of the meeting. They are selected from among the founders.
On the establishment of a company, while it is necessary to approve its corporate name and location of the company.
On the approval of the company's charter.
On the amount, method, procedure and terms of payment of the authorized capital.
The size and par value of the share of each of the founders.
When paying with property, you need to make a decision on approving the monetary value valuable papers, other things or property rights, or other rights that have a monetary value, contributed by the founders of the company to pay for shares in the authorized capital of the company.
On the election of the management bodies of the company (basically - the election of only the General Director).
If a controlling body is indicated in the charter of an LLC, it is necessary to immediately form an audit commission (auditor) of the Company.
If a mandatory annual audit of the company is specified in the charter, or it is provided for by law, then the auditor of the company must be approved immediately.
Determine which of the founders will pay the state fee for the state registration of the company and carry out all other actions necessary for the registration of the company.

Each item on this list should contain concrete actions... If there are several resolutions in the question, then they should be divided into subparagraphs: "1.1", "1.2" and others.

All decisions are taken unanimously, with the exception of decisions on the election of the company's management bodies, the formation of an audit commission or the election of the company's auditor and the approval of the company's auditor, which are carried out by a majority of at least three-quarters of the votes of the total number of votes of the company's founders.

Sample of the agenda:

An example of the design of the "Decided" block

"For" - unanimously
"Against" - no
"Abstained" - no

"For" - unanimously
"Against" - no
"Abstained" - no

In this material you will find instructions on how to write the minutes of the general meeting of the founders of the LLC

Create minutes of meeting of founders online

In this article, we will answer the question "how to draw up the minutes of the meeting of founders" so that it cannot be challenged or refused when registering an LLC.

Differences between participants and founders

FROM legal point vision there are differences:

The minutes of the general meeting of founders (sometimes they say: "constituent assembly") is prepared when the company is founded.
The minutes of an extraordinary general meeting of LLC participants is created if the organization convenes the participants, for example, to change the general director, sell the shares of the founder, change the location, or make other changes.
The minutes of the next general meeting of participants is developed for the annual meeting, which is held annually under the new law.

Requirements for the content of the minutes of the meeting of founders

1. Title of the minutes of the meeting of founders

After the date and number, you must indicate the place where the meeting took place. When specifying a settlement, abbreviations can be used: city - city, region - region. etc.

In accordance with Art. 181.2. The Civil Code of the Russian Federation in the minutes of the general meeting must necessarily indicate:

date, time and place of the meeting;
information about the persons who took part in the meeting;
results of voting on each item on the agenda;
information about the persons who carried out the counting of votes;
information about the persons who voted against the decision of the meeting and who demanded to make a record about it in the minutes.

Sample of the protocol header:

PROTOCOL No. 1
General meeting of founders
Limited Liability Company ""
(hereinafter - the Company)
12 February 2018
Date of the general meeting - February 12, 2018
General meeting form - meeting (joint presence)

Chairman of the General Meeting - __________
Secretary of the General Meeting - __________

Sample list of founders

2. Introductory part of the protocol content

The main text of the protocol consists of two parts. The first is introductory, filled in strictly according to the sample. The second - the main one is drawn up in free form.

In the introductory part of the text, it is necessary to indicate data on the composition of the founders who took part in the meeting, as well as the agenda. First, the information about the person presiding at the general meeting and the secretary of the meeting, as well as separately about the person who carried out the counting of votes, is indicated, after that all founders are indicated through the word “Attended”. You need to write: their surnames, names, patronymics, passport details and registration addresses. If we are talking about a legal entity, then the name of the organization, TIN, OGRN, as well as the data of the company representative are indicated.

Create protocol in 15 minutes

3. Agenda

The agenda is also spelled out in the document, and after these words there is a numbered list of issues that were considered at the meeting. There are certain rules here:

If a report is proposed at the meeting, the surname, initials and position of the speaker are indicated.
All questions are numbered according to their importance. The main ones come first, then the minor ones.
Each question should be formulated clearly and concisely.
If the reports or speeches of the meeting participants contain emotional phrases, then the secretary should make the wording as clear and businesslike as possible.

The main part of the text consists of several blocks, which go in a certain order: "Listened", "Speak", "Decided", "Voted".

In the block "Speakers" the names and initials of the speakers are indicated. Their reports can be formulated in a thesis through a dash.

The block “Decided” indicates the decisions made.

In the minutes of the meeting of the founders of the LLC, the main points are:

Election of the chairman and secretary of the meeting. They are selected from among the founders.
On the establishment of a company, while it is necessary to approve its corporate name and location of the company.
On the approval of the company's charter.
On the amount, method, procedure and terms of payment of the authorized capital.
The size and par value of the share of each of the founders.
When paying with property, a decision must be made to approve the monetary value of securities, other things or property rights or other rights that have a monetary value introduced by the founders of the company to pay for shares in the authorized capital of the company.
On the election of the management bodies of the company (basically - the election of only the General Director).
If a controlling body is indicated in the charter of an LLC, it is necessary to immediately form an audit commission (auditor) of the Company.
If a mandatory annual audit of the company is specified in the charter, or it is provided for by law, then the auditor of the company must be approved immediately.
Determine which of the founders will pay the state fee for the state registration of the company and carry out all other actions necessary for the registration of the company.

Each item on this list should indicate specific actions. If there are several resolutions in the question, then they should be divided into subparagraphs: "1.1", "1.2" and others.

Sample of the agenda:

AGENDA
1. Election of the chairman and secretary of the general meeting of founders and the imposition of the responsibility for counting votes.
2. Establishment of a Limited Liability Company "".

A sample of the design of the "Decided" block

DECIDED

On the first issue of the agenda -
1. To elect _______________ (hereinafter - the Chairman) as the chairman of the general meeting of the founders of the Company, _______________ (hereinafter - the Secretary) as the secretary of the general meeting of the founders of the Company. To impose the responsibility for counting votes on the Secretary of the general meeting - _______________.

"For" - unanimously
"Against" - no
"Abstained" - no

The decision was taken unanimously

On the second item on the agenda -
2. Establishment of a Limited Liability Company "".

"For" - unanimously
"Against" - no
"Abstained" - no

The decision was taken unanimously

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LLC Protocol (Sample)

An approximate form of the minutes of the meeting of the founders of a limited liability company (payment of the authorized capital is not made in cash) (prepared by the experts of the company "Garant")

Minutes of the meeting of founders (sample)

Protocol No. 1 general meeting of founders

AGENDA:

On item 1 of the agenda:

On the 2nd issue of the agenda:

On the 3rd issue of the agenda:

On the 4th issue of the agenda:

On the 5th issue of the agenda:

On the 6th issue of the agenda:

Sample Minutes No. 1 of the General Meeting of Founders 2018

Minutes of the general meeting of founders of LLC in 2018 - sample, requirements

Differences between participants and founders

Requirements for the content of the minutes of the meeting of founders

1. Title of the minutes of the meeting of founders

2. Introductory part of the protocol content

3. Agenda

Differences between participants and founders

Requirements for the content of the minutes of the meeting of founders

1. Title of the minutes of the meeting of founders

2. Introductory part of the protocol content

3. Agenda

Recent

You need to know

Looking for an answer?
It's easier to ask a lawyer!

Protocol No. 1
general meeting of founders