The creation of a company is accompanied by the development and drafting of a number of documents that are considered constituent documents. The correctness of their formation directly depends on what difficulties the founders of a new organization may face during its registration with the tax inspectorate.
It is customary to call constituent documents the documents that serve as the basis for the activities of any legal entity. Article 52 of the Civil Code of the Russian Federation directly explains that today the constituent document can be considered:
- Charter;
- Memorandum of association;
- both of these documents.
The difference between them is that the memorandum of association is concluded between several participants, and the Charter is only approved by them. The composition of the necessary constituent documents, as well as individual nuances of their registration, depend solely on the organizational and legal form chosen by the company.
What is customary to refer to the necessary constituent documents?
What kind of documents will be considered constituent in each specific case is scrupulously prescribed by the norms of the relevant laws. So, business partnerships can conduct permitted activities based solely on the memorandum of association, and private companies and all kinds of associations of legal entities - on the basis of two documents at once. Today, an exception is made only for a narrow circle of non-profit organizations. The current legislation provides that sometimes they can work on the basis of the Regulation.
What information should be included in the constituent documents?
First of all, they indicate the name of the organization, its legal address and location, the procedure for the organization of the activities for which it is created, especially the election or appointment of the company's management. The purpose of the activity and its subject matter must be prescribed only for non-profit organizations, a number of unitary enterprises, as well as some commercial firms. Other organizations can also reflect this information in the constituent documents, but the legislators do not oblige them to do so.
The memorandum of association usually reflects information about the procedure for creating a company, the specifics of its various activities, the conditions for the transfer of property by the founders, the process of accepting new participants into the company or the withdrawal of one of the founders from its composition, as well as issues related to the procedure for distributing profits or covering possible losses.
The purpose of the constituent documents is to regulate all aspects related to the formation of a company, its current activities, the specifics of regulating the financial flows generated by the organization, as well as, if necessary, the curtailment or complete termination of activities. Obviously, the more detailed these moments are reflected in the constituent documents, the less the risk of disagreements between the participants of the company on issues arising in the course of its activities will be. It is clear that absolutely all the nuances cannot be foreseen, therefore, a number of technical issues are regulated by drawing up all sorts of internal regulations and instructions. The main thing is that they do not conflict with the constituent documents of the company.
