Agreement
Between the founder and the municipal budgetary educational institution “Secondary school No. 2” a. Assokolai
A. Ponezhukay "_______" _______________ 20___
Department of Education of the Administration of the Municipal Formation "Teuchezhsky District" (Founder), represented by the head Erejibok A.Kh., acting on the basis of the Regulations on the one hand, and the municipal budgetary educational institution "Secondary school No. 2"
A. Assokolai(Institution) represented by the director Kata Nukh Gissovich, acting on the basis of the charter, on the other hand, have entered into this agreement as follows.
1. General Provisions
1.1. This agreement regulates the rights and obligations of the parties in organizational, financial and educational activities Institutions and binding on the parties.
1.2. The parties act on the basis of the Law Russian Federation and the Republic of Adygea “On Education”, Model Regulations on educational institution, approved by the Decree of the Government of the Russian Federation of March 19, 2001. No. 198, Charter of the municipal budgetary general educational institution and this agreement.
1.3.Purpose joint activities parties is the creation favorable conditions for raising and educating children, protecting and strengthening their health; ensuring the intellectual, physical and personal development of children.
2. Property of the institution
2.1. In order to ensure statutory activities in accordance with a separate agreement, the Institution is allocated by the department of property and land relations of the administration of the Teuchezhsky District municipality with property objects that are the municipal property of the municipality with the right of operational management.
2.2. The institution owns and uses the property assigned to it with the right of operational management in accordance with the purpose of the property, the statutory goals of its activities, and the tasks of the owner.
2.3. The institution does not have the right to sell property owned by the right of operational management, pledge it, contribute it as authorized capital to business companies and partnerships, and otherwise dispose of property without the consent of the Founder.
2.4. The institution is responsible to the Founder for the safety and efficient use property assigned to this Institution. Control of the activities of the educational institution in this part is carried out by the Founder.
3. Rights and obligations of the Founder:
3.1.The founder has the right:
3.1.1.Create, reorganize and liquidate the Institution.
3.1.2.Carries out in in the prescribed manner planning expenses for the maintenance of the Institution within the limits of allocations allocated by the budget in accordance with legislative and other regulatory legal acts of the Russian Federation, the subject of the federation and the municipality.
3.1.3. Represent the interests of the Institution in higher and other bodies.
3.1.4.Participate in the management and activities of the Institution within the limits provided for by the Institution’s Charter.
3.1.5.Receive full information about the activities of the Institution (organizational, financial, economic, educational), including getting acquainted with the materials of accounting and reporting.
3.1.6. Suspend the business activities of the Institution if they are to the detriment of educational activities provided for by the charter, until a court decision on this issue.
3.2.The founder is obliged:
3.2.1.Finance the Institution on the basis of state and local standards adopted per child for this species institutions.
3.2.2. Determine the procedure for staffing the Institution.
3.2.3.Regulate, within its competence, property relations in the education system.
3.2.4. Appoint the head of the Institution in agreement with the head of the administration of the municipal formation “Teuchezhsky District”.
3.2.5. In accordance with the established procedure, carry out certification of teaching and management employees of the Institution.
4. Rights and obligations of the Institution
4.1. The institution has the right:
4.1.1. Independently select, develop and approve educational programs in accordance with state requirements educational standard; apply methods of raising and teaching children.
4.1.2. Make proposals to the Founder for changes or additions to the Charter of the Institution.
4.1.3. Carry out business activities provided for by its Charter.
4.2. The institution is obliged:
4.2.1. Create conditions that ensure the preservation of the life and health of students and employees of the Institution during the educational process.
4.2.2. Ensure the safety and effective use of property assigned to the Institution in accordance with the purpose of the property.
4.2.3. Ensure the effective use of financial resources from the municipal budget transferred to the Institution for the implementation of statutory activities.
4.2.4. Ensure the provision of operational, statistical, accounting and other information to the Founder.
4.2.5. Provide paid additional educational services on a contractual basis.
4.2.7. Carry out the selection, hiring and placement of personnel of the Institution, their dismissal in accordance with the labor legislation of the Russian Federation.
5. Responsibility of the parties
5.1. Damage caused by one of the parties as a result of non-fulfillment or improper fulfillment by the other party of its obligations under the contract shall be compensated by it in the manner prescribed by law.
5.2. The institution is liable for its obligations with the funds at its disposal and the property belonging to it.
5.3. The Founder is responsible for the obligations of the Institution if the latter has insufficient funds.
The memorandum of association is concluded between the founders of an enterprise, which must have the status legal entity. In this document, participants distribute responsibilities as they work together to create a company. The founders also establish the procedure for transferring property to the newly created enterprise and the degree of participation in the production activities of each of them.
Such an agreement must necessarily include sections establishing the procedure for dividing profits and possible losses, managing production activities newly created company and grounds for leaving the founders. The constituent status of such a document is established by Article 52 of the Civil Code of the Russian Federation, and also confirms this type of Articles 70, 83, 89 and 122 of the Civil Code of Russia.
The memorandum of association must fully comply with the rules for drawing up documents
First of all, it is worth noting that the founding of a limited liability company is in no way related to the constituent document. The constituent contract must fully comply with the drafting rules that do not contradict the law. It should display the following information:
- Business name.
- Legal address of the company's location.
- The direction of production or economic activity is formulated.
- The amount of the authorized capital and the mechanism for its creation and filling.
- Algorithm for distribution of dividends among founders
At least two civilians or persons with legal status with individuals have the right to conclude such a contract among themselves. In practice, there is a whole list of enterprises that have a limit on the number of founders. Everyone has the full right to leave the creators, without the consent of the other parties to the agreement.
It is necessary to know and understand that the Law on Conduct entrepreneurial activity establishes two types of documents on the establishment of an enterprise - the charter of the company and the decision of one or more founders to begin work as a business entity.
The procedure for drawing up a contract on the establishment of a company
Articles of Association: sample
As noted above, the agreement must be drawn up when the founders include more than one person. This rule has complete logical justification. After all, when the founder is one person, then such a concept as distribution of income loses its meaning. Also, there will be no need to establish a procedure for managing the company and distribute responsibilities in this regard.
When there are several founders, and they play the same role in the creation of the company, then they must come to an agreement among themselves, as well as fairly distribute equity participation in the life of the enterprise being created. Based on the experience of drawing up contractual documents, in practice there is a developed scheme for creating foundation contracts. It has the following structure:
- Preamble or introductory section, which shows the place, time and name of the parties to the agreement, with a mandatory indication of their status.
- Chapter general concepts or provisions where the purpose of establishing the enterprise must be disclosed.
- Also in this section the form should be established commercial activities and the subject of the agreement is indicated directly.
- Legal status of participants in the founding of an enterprise. At the beginning, the features of the legal status of the founders, which are determined by the chosen form of joint activity, are outlined. Then the size of the authorized capital and the ways of creation, as well as the maintenance mechanism are indicated. Next, the parties to the agreement determine the procedure and basis for the transfer of their own property for conducting joint commercial activities.
- Contents of the document. This section is a kind of field for the distribution of responsibilities and rights between the main participants. Basic rights include the right to create a general management body of the company, personal participation in management, the right to dividends from profits received and the right to return invested funds from the authorized capital in the event of liquidation of the company. The responsibilities of the participants in the founding agreement include, for example, part of the share when creating the founding fund, and the conditions for such actions must also be indicated.
- A section that reveals the mechanism for dividing dividends.
- Part of the document that defines the procedure for becoming a founder or leaving the founders.
- Chapters of the agreement, which clearly establishes a mechanism for resolving disputes.
- The section defining force majeure situations.
- Final part of the contract
From the above diagram it is clear that the contract in question is similar to other types of contractual documents for joint activities. We can also say that the constituent agreement is a kind of regulator of legal and commercial relations between the main participants in the creation of an enterprise or business entity.
Registration procedure with government agencies
Memorandum of association: sample for LLC
The law establishes the rule that until a newly created company has passed the established contract, it may be terminated or radically change its essence. For example, the reason for termination of the agreement may be the inability of the founders to create legal status.
When the company has passed the registration procedure in the relevant government agencies, then the participants in the type of agreement under consideration must begin to fulfill their obligations. Now changes to the document can only be made after written approval from the tax authority. The constituent agreement is valid throughout the entire life of the enterprise, regardless of legal status.
In most cases, it is valid after the liquidation of the company until the founders have fully fulfilled their debt obligations to creditors, as well as until the final and withdrawal Money from the authorized capital.
Algorithm for changing the company founders' agreement
Regulatory acts establish the procedure for making changes to the current constituent contract. To do this, you need to perform the following procedure:
- At the founders' meeting, it is necessary to raise the issue of the need to make changes to the current founding agreement. In order for other founders to vote positively, it is necessary to correctly and fully state the reasons for such actions. After the voting procedure decision drawn up in minutes, which must be signed by the chairman and secretary of the meeting.
- It is necessary to draw up form No. P13001 to amend an existing agreement. To sign this document must be done in the presence of a notary. He must certify the authenticity of the new changes in new edition contract.
- A government fee must be paid. A similar action can be performed at any branch of the Savings Bank. A payment document must be attached to the submitted written application as confirmation of payment. The contribution amount can be found out from the tax authority or directly from the employees of the financial institution where the payment is made.
- The collected documents must be collected in one folder and presented to the tax office. It is to the structural unit of this body where the registration procedure was previously carried out. It is worth remembering here that the law provides for five working days to register changes to the constituent agreement.
It is worth remembering that to complete this procedure you will need all the constituent documents. Their list depends on the legal status of the legal entity. Submission of these documents and strict adherence to the points of the change algorithm will allow you to quickly achieve a positive result, for example, when you need to change the name of the company. Although it is worth noting, this will not be easy and will require a lot of knowledge in the field of law.
The essence of such a constituent document as a charter, when and why it is drawn up, whether it can be changed and how to do it, you will learn from the video:
Agreement on the establishment of an LLC with two founders 2018 | Download sample
We are preparing a constituent agreement for an LLC 2018, which includes two or more founders.
Agreement on the establishment of a limited liability company is an agreement between the founders of the company. Since 2009, the agreement does not apply to and is not submitted to the tax office for LLC registration, but it still needs to be concluded.
The Articles of Association of the LLC can be downloaded in pdf format from the link below. Download the sample absolutely free!
Page 1
Page 2
Page 3
Agreement on the establishment of an organization
The point is not only that such an obligation is established by law (Article 89 of the Civil Code of the Russian Federation and Article 11 No. 14-FZ “On LLC”), but also in the practical value of this document:
- An agreement on the establishment of an LLC with two or more founders confirms the intention of the parties to create a company and begin activities aimed at making a profit.
- They no longer include information about the participants, so you can find out who exactly founded the company from an extract from the Unified State Register of Legal Entities or from the agreement on establishment. Also remember that the document is being written for several participants. Don't take this as an example.
- When alienating a share in an LLC (sale, inheritance, gift), the agreement proves the ownership of a specific participant, on the basis of which the notary formalizes the transaction.
Naturally, the sole participant of the LLC should not enter into an agreement, because is the sole owner of the organization's property. The constituent agreement can be downloaded further in the text of the article.
Mandatory and additional conditions
The law defines the following prerequisites an agreement by which the parties agree to establish a company:
- Date and place of detention (locality).
- Information about the founders of the organization. In a relationship individuals must be specified full name, identity document details, residence address. If the founder is a legal entity, then provide the full company name, legal address, main identifying codes (TIN, KPP, OGRN), information about the person who acts on his behalf, and details of the document confirming authority.
- Information about the organization being created: full company name and location or full legal address where the head of the company (sole executive body) will be located. The legal address of an LLC can be: office space, and registration of the director or participant.
- The size of the company's authorized capital. In most cases, the minimum size of the charter capital is only 10,000 rubles, but for some types of activities (banks, Insurance companies, alcohol producers, etc.) are established by law large amounts. Minimum size The authorized capital is contributed only in cash, but in addition to this, property contributions are also allowed.
- Distribution of shares between the founders in percentages or fractions indicating their nominal value.
- The procedure for making shares. The period for depositing the authorized capital is limited to 4 months from the date of registration. There are no administrative or tax sanctions for violating this deadline, however, the parties to the agreement may introduce a condition on the founder’s liability for delay.
In addition, the owners of the company have the right, by mutual agreement, to indicate additional conditions that they consider important. This may be the procedure for approving the charter, electing executive bodies, distributing costs for creating an LLC, appointing a person responsible for registration, etc. An agreement on the establishment of an LLC with two or more parties is concluded in writing and signed by all founders.
Do you want to be among the first to know about new articles? Subscribe to our newsletter.
Memorandum of association- a legal act by which the parties (founders) undertake to create a legal entity and determine the procedure for joint activities for its creation, operation, reorganization and liquidation.
Article 52 of Part One of the Civil Code of the Russian Federation determines that a legal entity acts on the basis of a charter, or a constituent agreement and charter, or only a constituent agreement.
The constituent agreement of a legal entity is concluded by its founders (participants). The constituent documents of a legal entity must contain the name of the legal entity, its location, the procedure for managing the activities of the legal entity, as well as other information provided by law for legal entities of the corresponding type. In the constituent documents of non-profit organizations and unitary enterprises, and in cases provided for by law and other commercial organizations, the subject and goals of the activities of the legal entity must be determined. The subject and certain goals of the activities of a commercial organization may be provided for by the constituent documents even in cases where this is not mandatory by law.
In the constituent agreement, the founders determine the conditions for the transfer of their property to the legal entity and participation in its activities. The agreement also establishes the conditions and procedure for the distribution of profits and losses between participants, management of the activities of a legal entity, and the withdrawal of founders (participants) from its composition.
Changes to constituent documents become effective for third parties from the moment of their state registration, and in cases established by law, from the moment the body carrying out state registration is notified of such changes. However, legal entities and their founders (participants) do not have the right to refer to the lack of registration of such changes in relations with third parties who acted in accordance with these changes.
The Law of the Russian Federation “On Limited Liability Companies” dated February 8, 1998 No. 14-FZ (hereinafter referred to as the Law on Limited Liability Companies) establishes that the founders of the company enter into a constituent agreement and approve the charter of the company. The memorandum of association and the charter of the company are the constituent documents of the company.
If a company is founded by one person, the constituent document of the company is the charter approved by this person. If the number of company participants increases to two or more, a constituent agreement must be concluded between them.
The founders of the company elect (appoint) the executive bodies of the company, and also in the case of inclusion in authorized capital non-monetary deposit societies approve their monetary valuation.
In the founding agreement, the founders of the company undertake to create the company and determine the procedure for joint activities to create it. The constituent agreement also determines the composition of the founders (participants) of the company, the size of the authorized capital of the company and the size of the share of each of the founders (participants) of the company, the size and composition of contributions, the procedure and timing of their contribution to the authorized capital of the company upon its establishment, the responsibility of the founders (participants) of the company for violation of the obligation to make contributions, the conditions and procedure for the distribution of profits between the founders (participants) of the company, the composition of the company’s bodies and the procedure for the withdrawal of company participants from the company.
Federal Law “On joint stock companies» dated December 26, 1995 No. 208-FZ (hereinafter referred to as the Law on Joint-Stock Companies) establishes that the founders of the company enter into a written agreement between themselves on its creation, which determines the procedure for their joint activities to establish the company, the size of the authorized capital of the company, categories and types of shares to be placed among the founders, the amount and procedure for their payment, the rights and obligations of the founders to create a company. The agreement on the establishment of a company is not the constituent document of the company.
The memorandum of association in terms of its execution is a consensual document, since it comes into force after reaching an agreement between the parties; according to its purpose in management activities, it is an organizational document.
The procedure for concluding, drawing up and processing, entry into force, termination and other legal aspects of the constituent agreement are regulated by the legislation of the Russian Federation.
The memorandum of association may consist of the following sections:
1. Introductory part.
2. Purpose of concluding the contract.
3. Name and legal form of the organization.
4. Subject of activity.
5. Location of the organization.
6. Responsibilities of participants (founders) to create a legal entity.
7. The procedure for the formation of property.
8. Conditions on the liability of specific participants (founders) for the obligations of the created legal entity.
9. The procedure for distribution of profits and repayment of losses.
10. Procedure for managing the affairs of a legal entity.
11. Rights and obligations of participants (founders).
12. Liability for breach of contract.
13. Conditions and procedure for the withdrawal of participants (founders) from the organization and the admission of new members.
14. Procedure for resolving disputes.
15. The procedure for changing and terminating the contract, reorganization and liquidation of a legal entity.
The founding agreement approves, if necessary, the charter, which supplements the agreement and establishes the organizational and legal status of the organization.
The constituent agreement comes into force from the moment it is signed, unless a different period is specified in the agreement itself.
If a legal entity acts as a founder, then the agreement on its behalf is signed by the head of the institution or a person vested with powers confirmed by a power of attorney.
An organization is considered established and acquires the rights of a legal entity from the date of state registration.
Submit to the relevant government bodies:
memorandum of association and articles of association or only the memorandum of association.
The foundation agreement is drawn up on standard sheets of A4 paper in the following form:
Sample memorandum of association
Branch No. 12 Moscow
Companies House
under the Moscow Government
18.03.1995 № 117635944
MEMORANDUM OF ASSOCIATION
COMPANY LIMITED
RESPONSIBILITY OF "EXMO"
Moscow - 1995
1. THE SUBJECT OF THE AGREEMENT
1.1. Legal entities:
1) Research and Production Medical Center “Diton” (Moscow, Semenovskaya st., 15, building 2, room 356);
2) Scientific and Production Association “New Medical Technologies” (Moscow, B. Dorogomilovskaya St., 36, room 22)
agreed to create the Limited Liability Company "EXMO" (hereinafter - the Company) in accordance with the Law of the Russian Federation "On Limited Liability Companies" and other current legislation of the Russian Federation.
1.2. Participants undertake to bear the costs of bringing the Company's constituent documents into compliance with current legislation in proportion to the number of shares being redeemed, in accordance with their distribution.
2. SUBJECT AND GOALS OF THE COMPANY’S ACTIVITIES
2.1. The subject and goals of the Company's activities are specified in detail in the charter.
2.2. The Company has the right to perform all actions not prohibited by current legislation. The activities of the Company are not limited to those specified in the charter. Transactions that go beyond the scope of the statutory activities, but do not contradict the law, are recognized as valid.
3. NAME AND LOCATION OF THE COMPANY
3.1. Full official name of the Company in Russian: Limited Liability Company "EXMO", abbreviated name in Russian: 000 "EXMO". Full official name of the company on English language: Limited liability company "EKSMO".
3.2. Location of the Company: 101122, Moscow, st. Krzhizhanovskogo, 22, office 4 (lease agreement dated 03/02/1995, No. 16). The location of the Company is the location of the executive body of the Company.
3.3. Postal address: 101122, Moscow, st. Krzhizhanovskogo, 22, office 4.
4. LEGAL STATUS
4.1. The company acquires the rights of a legal entity from the moment of state registration.
4.2. In accordance with current legislation, property created through the contributions of participants, including funds received as payment for shares, as well as those produced and acquired by the Company through its business activities, belongs to the Company on the right of ownership.
4.3. The rights and obligations of participants in relation to the Company are determined by this agreement, the Charter of the Company and current legislation.
4.4. Organizational and legal form - Limited Liability Company.
4.5. In order to implement technical, social, economic and tax policies, the Company is responsible for the safety of documents (managerial, financial and economic, personnel, etc.); ensures the transfer for state storage of documents of scientific and historical significance to the central archives of Moscow, in accordance with the list of documents agreed with the Mosgorarchiv association; stores and uses personnel documents in the prescribed manner.
Founder Founder
General Director General Director
Research and Production NPO "New Medical Technologies"
medical center "Diton"
AND ABOUT. Last name ______________I.O. Surname
