Mandatory and recommended provisions of the Charter of a limited liability company (+ template of the Charter of a limited liability company)

In accordance with Part 2 of Art. 81 of the Civil Code of Ukraine , a legal entity of private law is created on the basis of founding documents in accordance with Article 87 of this Code.

To create a legal entity, its participants (founders) develop constituent documents, which are set out in writing and signed by all participants (founders), unless another procedure for their approval is established by law. The founding document of the company is the charter approved by the participants or the founding agreement between the participants, unless otherwise established by law. ( Article 87 of the Civil Code of Ukraine ).

Also , Article 57 of the Economic Code of Ukraine states that the founding documents of a business entity are the decision on its formation or the founding agreement, and in cases provided for by law, the charter (regulations) of the business entity.

Article 11 of the Law "On limited and additional liability companies" states that the founding document of the company is the charter.

Mandatory requirements for the content of the Charter are specified in Art. 88 of the Civil Code of Ukraine , Part 4 of Art. 57 of the Civil Code of Ukraine , and in Art. 11 of the Law "On limited and additional liability companies" .

The company's charter shall specify the name of the legal entity, the company's management bodies, their competence, the procedure for making decisions by them, the procedure for joining the company and leaving it, if additional requirements regarding the content of the charter are not established by this Code or another law ( Article 88 of the Civil Code of Ukraine ).

The founding documents must specify the name of the business entity, the purpose and object of business activity, the composition and competence of its management bodies, the procedure for their decision-making, the procedure for the formation of property, the distribution of profits and losses, the conditions for its reorganization and liquidation, unless otherwise provided by law . The charter of the business entity must contain information about its name, purpose and object of activity, the amount and procedure for the creation of authorized capital and other funds, the procedure for the distribution of profits and losses, about management and control bodies, their competence, about the conditions of reorganization and liquidation of the entity management, as well as other information related to the peculiarities of the organizational form of the business entity, provided by legislation. The statute may contain other information that does not contradict the legislation ( Article 57 of the Civil Code of Ukraine ).

According to Part 5 of Art. 11 of the Law "On limited and additional liability companies" , the company's charter contains information about:

1) full and abbreviated (if available) name of the company;

2) the company's management bodies, their competence, their decision-making procedure;

3) the procedure for joining and leaving the company.

Article 11 of the Law "On limited and additional liability companies" provides that the charter of the company may contain other information that does not contradict the law.

A systematic analysis of the norms of the current legislation, in particular, the Civil Code of Ukraine , the Economic Code of Ukraine ,    The Law "On limited and additional liability companies" allows you to come to a conclusion about the recommended provisions of the Charter.

It is recommended that the Statute provide for:
- founders' (participants') contributions and terms of contribution;
- the procedure for repayment of debt by the founder (participant) who has missed the deadline for making the deposit;
- the procedure for reducing and increasing the authorized capital;
- change of founder (participant);
- who and to what extent will manage the company's current activities;
- procedure for approval of significant transactions

The first edition of the company's charter is signed by all members of the company. The authenticity of the participants' signatures is notarized ( part 2 of Article 11 of the Law on Limited and Additional Liability Companies ).

The statute (regulations) is approved by the owner of the property (founder) of the business entity or his representatives, bodies or other entities in accordance with the law ( Part 5 of Article 87 of the Civil Code of Ukraine ).

It should be noted that according to Art. 87 of the Civil Code of Ukraine, a legal entity under private law can be created and operate on the basis of a model charter approved by the Cabinet of Ministers of Ukraine, which becomes a constituent document after its acceptance by the participants. The founders (participants) of a legal entity formed on the basis of a model statute may, in accordance with the procedure established by law, approve the statute, which is the founding document, and conduct activities based on it.

Also, according to part 4, 5 of Art. 56 of the Civil Code of Ukraine, a business entity can be created and operate on the basis of a model charter approved by the Cabinet of Ministers of Ukraine, which after its acceptance by the participants becomes a constituent document. If a business entity is created and operates on the basis of a model statute, the decision on its creation, which is signed by all founders, contains information about its name, purpose and object of business activity, as well as information on the conduct of activities based on the model statute.

According to part. 8-9th century 11 11 of the Law "On limited and additional liability companies" , the model charter of the company is multi-variant and provides for the possibility of choosing different versions of it, including the "default" version, which is formed from the provisions recommended by the Cabinet of Ministers of Ukraine. The name of the company operating on the basis of the model charter, the composition of the founders (participants), the size of the authorized capital, the amount of shares in the authorized capital of each of the participants, the method of their contributions (in monetary and/or non-monetary form) are determined by the relevant decision of the founders (participants) of the company . The decision of the founders to create a company operating on the basis of a model charter is signed by all the founders (their representatives).

At the same time, the provisions of the fifth part of Art. 11 11 of the Law "On Limited and Additional Liability Companies" do not apply to the model articles of association ( part 7 of Article 11 11 of the Law "On Limited and Additional Liability Companies" ). As stated above, this is a provision on the obligatory indication in the articles of association of information about the full and abbreviated (if available) name of the company, the management bodies of the company, their competence, the procedure for making decisions by them, as well as the procedure for entering and leaving the company.

You can create the Charter of a limited liability company in the Instaco constructor by following the link . To create, you only need to enter the necessary data in the designer.