Error in the numbering of the founder's decisions. Minutes of the extraordinary general meeting of LLC participants: how and why is it drawn up. Protocol form, notarial certificate

Minutes of the general meeting of LLC participants. Design rules

The minutes of the general meeting of participants in an LLC are an extremely important document. The requirements for compiling an OSU protocol are not enshrined at the legislative level, however, customs business turnover and office work dictate certain rules for its compilation.

Mandatory record keeping

First, the minutes of the meeting of participants in the LLC - binding document, confirming the very fact that the meeting was held (and the obligation to hold and the number of mandatory meetings per year is regulated by law and, in some cases, by the Charter of the company).

Secondly, it is in the protocol form that all decisions on the activities of the enterprise are drawn up.

The minutes of the general meeting of the LLC are kept at the enterprise and must be provided for review to any member of the company at his first request.

As a rule, the director of the enterprise is appointed responsible for keeping the protocols, which must be reflected in his job description.

What is reflected in the protocol

The minutes of the general meeting of LLC participants are kept by the secretary of the meeting or the chairman of the GMS.

The protocol reflects:

• date and time of the beginning of the meeting;
• OS type;
• quorum and OS legitimacy;
• OS agenda;
• speeches (abstract) of the participants, questions, discussions, additions;
• voting results on certain issues;
• decisions taken by the OSU.

The minutes of the general meeting of participants in an LLC are signed by all members of the company or the chairman of the meeting and the secretary. The protocol is stitched with obligatory page numbering, sealed with the seal of the enterprise.

It should be noted that the OS protocol may not contain a list of all participants personally, but in this case, a registration sheet for participants must be an obligatory annex to it, indicating their passport data and the personal signature of each of them. The registration sheet is drawn up in free form and stitched along with the protocol.

Another option would be to keep a log. In this case, the pages of the magazine are numbered, stitched and sealed with the company's seal. The period of storage of such a journal is not limited by any normative act.

It is also recommended to keep a record of the work of the counting commission. The counting commission itself is elected by the decision of the meeting, consisting of a chairman and at least one member of the commission. The protocol is signed by the chairman and filed together with the OS protocol.

To regulate all the important points in the procedure for keeping minutes, it is recommended to develop and implement a "Regulation on the procedure for keeping minutes of OS", which fixes the procedure for compiling, amending, appealing, storing protocols. Such a provision is approved by the head of the enterprise or submitted for discussion by the OS (extremely rare).

All OS protocols must be kept until the liquidation of the company, and then transferred to the archive for storage.

Related videos

One participant - how to draw up a protocol?

But what if there is only one member in the LLC? Is keeping minutes obligatory or is it enough to draw up the participant's decisions? The law does not make an exception for such societies. The protocol of the general meeting of participants in an LLC in form and content in this case does not differ in any way from the protocol with a large number of participants.

I would also like to note that the protocol is only technical way registration of participants' decisions. Therefore, in the event of a litigation, it will be legally competent to recognize that the decision, and not the minutes of the annual meeting of LLC participants, does not comply with the law. However, shortcomings in the protocol may become grounds for declaring decisions illegal.

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__________________________________________________ (full name of the company) Decision of the sole participant of the company with limited liability"________________" on the issue of change of location<1>_____________ "___" __________ ____ d. Sole member of the Limited Liability Company "____________", hereinafter referred to as the Company: - _____________________________________________________________________ (name, OGRN, TIN / KPP, address legal entity— participant) represented by ____________________________________________________________________ (full name of the representative and the document on the basis of which he acts) (or: __________________________________________________________________________) (full name, address, passport data, TIN individual) Decided: 1. By "___" ____ to change the location of the Company from ____________________________________ to ________________________________. (old address) (new address) 2.

Signing / certification of the minutes of the meeting of the founders of the LLC (at the place of stitching)

Introduce the following amendments to the Charter of the Company: 1) _________________________________________________________________; (content of amendments to the articles of association related to the change of location 2) _________________________________________________________________. (addresses), including when changing the name of the settlement, street name, house number) 3. Instruct the general director (director, etc.): a) submit documents for state registration changes in the Charter of the Company<2>; b) notify the tax authority, extra-budgetary funds of the change in the location of the Company; c) early termination of lease agreements for premises, land plots; d) sell property not subject to transportation; e) transport the necessary property; f) inform the employees about the change in the location of the Company and about their rights under Labor Code RF; g) fulfill obligations to contractors and employees in cases provided for by law; h) purchase (and/or: lease) at the new location of the premises for the following purpose: _____________________________________________; (production, office, etc.) i) organize the activities of the Company at a new location before "___" __________ ____.

<1>According to Art. 39 of the Federal Law of 08.02.1998 N 14-FZ "On Limited Liability Companies" in a company consisting of one participant, decisions on issues related to the competence of the general meeting of participants in the company are taken by the sole participant of the company individually and are drawn up in writing.

According to paragraphs. 2 p. 2 art. 33 of the Federal Law of 08.02.1998 N 14-FZ "On Limited Liability Companies", the competence of the general meeting of participants in the company includes changing the charter of the company.

<2>According to paragraph 2 of Art. 4 of the Federal Law of 08.02.1998 N 14-FZ "On Limited Liability Companies" the location of the company is determined by the place of its state registration.

Comments:

Change of LLC founder

The change of the founder of an LLC can be carried out without the involvement of specialized law firms. This process occurs at the request of the founder and by the decision of the participants in the company. In accordance with the norms of the current legislation, there are several ways to change the composition of an LLC.

Suggested in this article step-by-step instruction change of the founder of LLC in 2018 should help our readers in this matter.

Who can leave an LLC?

Any of the founders has the right to withdraw from the company. In this case, the following conditions must be observed:

• participant's desire to leave;
• the presence of such a possibility in the constituent documents (Article 26 of the Federal Law No. 14 “On Limited Liability Companies” and Article 94 of the Civil Code of the Russian Federation).

Please note that the law in question that any of the founders of an LLC has the right to withdraw from the company, but there may be restrictions in the Charter. For example, when creating a society, the participants agreed that in the first year of its existence they would not leave it. Thus, none of the participants is entitled to claim their share during this period of time.

How to formalize the withdrawal of a participant from the LLC?

If there are no restrictions in the founding documents of an LLC, then a participant can withdraw from the company at any time.

The procedure for withdrawing a member from the LLC is as follows:

1. An application for withdrawal is drawn up and submitted to the General Director.
2. The accountant calculates the amount of the share of the departing participant (it must be paid no later than 3 months). The interest due to the participant can be returned with property (according to clause 6.1, article 23 of the Federal Law No. 14).
3. At the meeting, the shares are redistributed among the participants.
4. Changes are made to the statutory documents.
5. Changes in connection with the exit of the participant are registered (but not later than in a month).

To withdraw from the LLC, the consent of other members of the company is not required, unless otherwise provided in the Articles of Association.

When changing the founder of a limited liability company, the procedure will be different.

Step-by-step instructions for withdrawing a participant from an LLC are available here.

How to change the composition of an LLC?

There are several ways to change the founder of an LLC. In each case, the step-by-step instructions for changing the founder of an LLC in 2018 will be different. There are the following options for changing the founder of an LLC:

• when a participant withdraws, his interest in the capital is transferred to the LLC and sold to a third party (or redistributed among the remaining participants in the company);
• the retired participant sells (donates or bequeaths) his share to a third party;
• a new member appears, and the former founder leaves the LLC;
• increase authorized capital due to the fact that the new member is part of the LLC.

How to deal with the share?

Each of the participants in the LLC has the right to sell its share, unless otherwise provided in the Articles of Association. As a result good deal there is a change of founders of the company.

If a member of an LLC decides to sell his share, then he proceeds as follows:

1. Informs the other participants of the company about the sale of its share in writing. At the same time, each member of the LLC has a pre-emptive right to purchase a share.
2. If the participants refuse to purchase a share, a certified waiver of the pre-emptive right to purchase the participant's share is drawn up.
3. If the participant who sells his share is legally married, then it is necessary to obtain the consent of the spouse to sell the share. The same documents will be required from the buyer.
4. With a package of documents, the seller and the buyer apply to the notary. The seller provides constituent documents that confirm his right to a share in the authorized capital of the LLC.
5. The notary certifies the share purchase and sale transaction. Within three days, he sends a notification to the registration authority with a request to amend the Unified State Register of Legal Entities.

The participant can sell his share in the authorized capital only if it is paid in full. If the share is not paid in full, then you can sell a certain percentage of the share. Alternatively, the transaction can be carried out after the full payment of the cost of the share.

In a situation where a participant sells a share to one of the LLC members, notarization is not required.

Upon completion of the share purchase and sale procedure, a meeting of founders is organized. During the meeting, they draw up a Protocol on amendments to the Charter, which must be registered.

Entering a new member

The legislation of the Russian Federation allows an LLC to have one member who cannot withdraw from the company. What to do in this case?

The owner is selling the business. In this case, the procedure has much in common with the above procedure. A notary must draw up a contract of sale. The owner transfers his enterprise free of charge. The transaction is notarized. In addition, a decision is made sole founder about the change of founder.

When introducing a new member to an LLC, the following procedure is performed:

1. The participant submits an application addressed to the General Director and indicates in it the amount of the future share.
2. A decision is made to accept a new member of the LLC and increase the authorized capital of the company.
3. The new participant contributes the required amount to the LLC.
4. All changes are made to the constituent documents of the company, after which they are submitted to the state. registration.
5. Within three days after registration in tax office serve:

• charter of the company (as amended);
• decision to change the composition of the LLC;
• new Extract from the Unified State Register of Legal Entities;
• documents confirming the existence of a legal entity;
• a notarized application form Р14001;
• receipt for payment of state duty.

Now there are two members in the LLC. One founder may leave the company after completion of the exit procedure.

When changing LLC participants, it is necessary to make appropriate changes to the statutory documents, register and submit to the tax office.

Dismissal of the head and his exit from the LLC

Very often, one of the founders of an LLC acts as a manager. But it may happen that this person wants to leave society, which means that he must be fired according to the law. Consider how the change of CEO occurs.

The procedure goes like this:

1. The participant applies for withdrawal from the LLC, and the head - for dismissal - the same person draws up these two documents.
2. The new manager writes a job application (the process of introducing a new member to the LLC is discussed above).
3.

The correct procedure for drawing up the minutes of the general meeting of participants in the LLC

A general meeting is held, at which a decision is made to change the directors. No changes are made to the founding documents.
4. Within three days, the following package of documents is submitted to the registration authority: copies of the passports of the managers and their (related to the LLC); copies of constituent and registration documents; extract from the Unified State Register of Legal Entities; application in the form P14001; application in the form P13001; meeting minutes.
5. Conduct an inventory, and the old head transfers the affairs to the new head of the LLC.
6. The dismissal order is issued by an employee of the personnel department. V work book of the former head, a corresponding entry is made.
7. C CEO sign a new contract.

You should also send a notice of changes to the LLC to the bank.

also interesting:

Meetings of participants and fixing their results

The supreme body of LLC, in accordance with the provisions of Part 1 of Art. 32 of the Law "On Limited Liability Companies" dated February 8, 1998 No. 14-FZ (hereinafter - Federal Law No. 14), is the general meeting of its participants.

It decides:

1. For all powers within its competence by virtue of law.
2. On issues related to its jurisdiction by the charter of the organization.

By virtue of h. 1 Article. 32 of the Federal Law No. 14, decisions can be made both at the regular and at the extraordinary meeting. At the same time, it is unacceptable to consider during the meeting issues that were not originally included in the agenda.

The only official document confirming the fact of holding meetings, fixing the issues considered at them and the decisions taken on them, is, in accordance with Part 6 of Art. 37 FZ No. 14, protocol. Keeping minutes of the general meeting of participants in an LLC must be organized by the executive (collective or sole) body of the organization.

Protocol content requirements

The legislation does not establish requirements for the minutes of the general meeting of participants in an LLC, however, Art. 181.2 of the Civil Code (hereinafter referred to as the Civil Code of the Russian Federation) regulates the issues of decision-making at meetings of an LLC.

By virtue of this rule, the following information is included in the minutes of the meeting or the sole decision of a company member:

• date and time of the beginning and end of the meeting of the supreme body of the LLC;
• an indication of the place where the meeting is held;
• information about the members of the company who came to the meeting;
• agenda and decisions taken on the identified issues;
• information about the members of the counting commission;
• information about those who voted against on a particular issue, if the entry of such data is necessary due to the requirements of the organization.

The above requirements are mandatory, therefore they must be included in any minutes of the general meeting, without any exceptions.

In addition to the statutory requirements, the corporate document, in accordance with the customs of business, must contain:

• features that individualize it (for example, serial number);
• information about the persons who spoke at the meeting (the main speaker, the participants who spoke and asked questions);
• distribution of votes (for, against and abstained);
• the result of the voting (the decision was made, the proposal was rejected, etc.);
• signatures of authorized persons.

Protocol form, notarial certificate

Civil Code of the Russian Federation in paragraph 3 of Art. 181.2 it is determined that the form of the minutes of the general meeting of participants in an LLC must be in writing . However, by virtue of sub. 3 p. 3 art. 67.1 of the Civil Code, in order to confirm the holding of such a meeting and the fact that a decision has been made on a specific issue (the results of voting on it), a notarization of the minutes may be required.

In full, if we proceed from the letter of the law, notarization of the minutes of general meetings of an LLC is not carried out. Only verified:

• the fact of adoption of a decision by the general meeting;
• list of participants present at a particular meeting.

However, due to the fact that the specified information is included in the protocol as its constituent parts, in practice, they use the expression “certify the protocol”. At the same time, the participants of the company can avoid the need to fulfill the obligation to certify the protocol with a notary by specifying a different method of certification in the charter of the organization or by making an appropriate unanimous decision of all participants.

Don't know your rights?

Civil Code of the Russian Federation in sub. 3 p. 3 art. 67.1 allows the following methods:

1. Signing of the protocol by all participants.
2. Signing of the document by a part of the participants who took part in the meeting.
3. By applying technical means fixation (in practice video recording is often used).

The norm does not limit this list, indicating that another method that does not contradict the law can be used, which makes it possible to unambiguously establish the fact of a decision.

The requirement under sub. 3 p. 3 art. 67.1 of the Civil Code of the Russian Federation and in relation to those companies that have a single participant, which is directly indicated by the Federal Notary Chamber in its letter dated 09/01/2014 No. 2405 / 03-16-3.

More details on the issue under consideration can be found in the article “Notarization of the minutes of general meetings of an LLC”.

Individualizing features and numbering

The practice of civil law relations has developed in such a way that official documents (especially corporate ones) must have individualizing features. This also applies to the minutes of general meetings.

These signs include:

1. Numbering of the minutes of the general meeting of LLC participants.
2. Indication of the dates of formation and signing of each document.

The specified details allow you to identify a particular protocol, which simplifies the procedure for conducting office work. In addition, par. 2 hours 6 art. 37 of the Federal Law No. 14 states that all protocols must be filed in a common book, extracts from which may be requested by LLC participants at any time. The legislation does not contain any other requirements for the procedure for storing protocols.

Who signs the minutes of the general meeting of LLC participants?

The answer to the question under consideration is given in paragraph 3 of Art. 181.2 of the Civil Code of the Russian Federation, according to which the protocol must be signed:

• meeting chairman;
• meeting secretary.

At the same time, on the basis of paragraph 5 of Art. 37 of the Federal Law No. 14, the chairman may be one of the participants in the LLC, who is elected as such after the opening of the meeting and before the start of consideration of the main issues on the agenda.

The election of the chairman of the meeting is carried out by the person opening the meeting, which, in accordance with clause 4 of the said norm, may be:

• sole executive body;
• chairman collegiate body society management;
• chairman of the board of directors;
• auditor;
• auditor;
• a member of the company from among the initiators of the meeting.

Rules for sending the protocol to participants

The person who kept the minutes of the general meeting of participants in the LLC, in accordance with par. 3 p. 6 art. 37 of the Federal Law No. 14, is obliged to send a copy of it to all participants in the organization. This norm has a 10-day period for fulfilling the requirement to send.

Sending the finished protocol is carried out in accordance with the following requirements:

1. Forwarded by registered mail.
2. It is sent to the registration address of each participant.

If any additional or other requirements are specified in the charter of the LLC regarding the procedure for sending copies of the minutes, they are applied. So, as an alternative, delivery of the document on purpose, with the help of a courier service, etc. can be indicated.

So, the protocol is a confirmation of the meeting and fixes the fact of the adoption of certain decisions. The document has a simple written form and is subject to certification by a notary or otherwise, established by the charter or by the decision of all participants. At the same time, it must have individualizing signs (number and date), be signed by the person presiding at the meeting and the secretary of the meeting, and then sent to the LLC participants within 10 days.

The organizational bases for the activities of limited liability companies (LLCs) and decision-making procedures are not regulated in as much detail as the activities of joint-stock companies (JSCs). Article 39 of the Federal Law of February 8, 1998 No. 14-FZ “On Limited Liability Companies” establishes only that “decisions on issues related to the competence of the general meeting of participants in the company are taken by the sole participant of the company alone and are drawn up in writing.” The law also provides that the general meeting of LLC participants is held at least once a year, no earlier than 2 months and no later than 4 months after the end of the financial year, i.e. in the period from 01 March to 30 April next calendar year.

In this way, decision of the sole member of the LLC can be considered as a type of document in which decisions are recorded on issues related to the competence general meetings of LLC participants (when there are several owners of an LLC, they are documented by the minutes). And at least 1 decision of the sole participant of the LLC must be issued per year, but usually there are several of them.

Answer to question asked can be given based on general rules office work. Document numbering is part of the record keeping operation registration. Registration of a document is the assignment of a registration number to it and the entry of data about it into the registration and accounting form (according to GOST 7.0.8-2013 "System of standards for information, librarianship and publishing. Office work and archiving. Terms and definitions"). During the registration process, usually from a book / journal or other registration form, a document is transferred to the document next serial number document, and information about its main content, species name, author, etc. is transferred from the document to the registration form. The date of this transaction is date of registration of the document, which is fixed both on the document itself and in the entry about it in the registration form.

We recommend that the company keep a journal of registration of decisions of the sole participant of the company (Example 3), the sheets of which are numbered in the usual manner, the journal is stitched and certified by the appropriate certification inscription or office management service or even the sole participant and the seal of the company (if any).

Since the legislation establishes a minimum annual decision-making cycle, registration entries in the journal can be made in annual sections, and within each year, number in gross order from No. 01(for single-digit numbers, it is better to put the number “0” in front). The serial number from the journal will be the registration number (index) that must be issued on the solution. See example 1.

For a more accurate identification of a decision as a document, in practice, complex indexes, which also includes the number of the year of the decision (see Example 2).

Example 1

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Example 2

"Head" of the decision of the sole participant of an LLC with a complex index

This article is a visual Toolkit for the preparation of protocols. It will help you to create a protocol correctly and quickly. It will also come in handy when you decide to teach this to your colleagues in order to save yourself from having to correct the mistakes they make.

Name of the species and belonging to systems and subsystems of documentation

Minutes - a document fixing the course of the meeting and the procedure for making decisions by the collegiate body.

Mandatory recording is subject to:

• meetings of permanent collegiate bodies state power and management, municipal governments, management bodies of enterprises and organizations (general meetings of founders, shareholders, meetings of boards of directors, boards of committees, commissions, directorates, etc.) and
• one-time or periodically convened conferences, meetings, meetings.

Reflection in the purpose of creating a management document principle of collegiality, collegial decision-making allows you to talk about the protocol as a standalone document.

The protocol is a document relating primarily to the system of organizational and administrative documentation. Protocols are managerial administrative documents(refer to the subsystem of administrative documentation), which perform managerial and legal functions, and the legal function of the protocol is a priority and comes to the fore.

But a document with the name of the type "PROTOCOL" is used in the process of documenting and many other activities.

In training and scientific institutions protocols record scientific achievements and discoveries, admission to training, opening of specialties, education standards, assignment of professional qualifications, academic degrees and titles, election to positions and other issues. Similar protocols apply to research or development systems. educational documentation(to their certain subsystems, depending on the purpose of creating the protocol and its content).

In business practice, minutes of business meetings, protocols of intent, protocols for the transfer of confidential information, protocols of disagreements and others are drawn up, in which not management decisions, but the agreements and reached by the parties (i.e. collegial, collective, not "commission", as is sometimes incorrectly said) agreement in resolving issues of mutual interest. Such protocols can be attributed to the subsystem of information and reference documents of the system of organizational and administrative documentation or to the subsystem of civil law contractual documentation of the same system, because they fix the course of execution of contracts and agreements, confirm interest and possible areas of cooperation, and also fix the main conditions for concluding specific transactions in the future.

The protocols created to confirm the calculations are part of the subsystem for cash transactions banking documentation systems.

For some functions of personnel management, minutes of meetings of attestation and qualification commissions are compiled, which are included in a special subsystem of personnel documentation.

Minutes of general meetings of shareholders (and documents to them), the mandatory content of which information is established Civil Code Russian Federation, federal law"On Joint Stock Companies", the requirements of the regulator - Federal Service on financial markets, form a subsystem of organizational documents, on the basis of which a special subsystem of constituent documentation has already been formed, and now we can talk about the process of forming a subsystem / system of documentation that provides corporate governance procedures.

Protocol classification

All types and varieties of protocols, regardless of whether they belong to a documentation system or subsystem, are classified according to two criteria - the method of documentation and the degree of completeness of the record of the meeting, which act simultaneously. So, according to the degree of completeness of the record, the protocols are divided into short and complete.

Full protocols can be detailed text(text way of documenting), verbatim(text method using special symbols, which must be deciphered when registering the protocol), phonographic(sound recording) video protocols(video sound recording is used, especially when conducting video conferences). They contain a record of the entire meeting, including remarks, questions, remarks, speeches and references during the meeting, noise, applause, etc. depending on the method of documentation.

Brief Protocol consistently records only the names of the chairman, the secretary, the composition of those present, the list of issues considered and the decisions taken. A variation of a short protocol is a protocol drawn up in an abbreviated form, which provides for a brief sequential presentation of the issues considered according to the “issue - decision” scheme.

The minutes are kept during the meeting by a specially selected or appointed person or by the secretary of a permanent collegial body ex officio, and the minutes of the operational meetings, which are chaired by the leaders, are kept and drawn up by the secretaries or assistants to the leaders.

When drawing up the minutes, the secretary of the meeting uses documents prepared in advance for the meeting: the agenda, lists of invitees, lists of members of the collegial body, texts of reports, speeches, information notes, draft decisions, etc.

The protocol drawn up directly at the meeting is a draft. It must be clarified, verified with the transcript or phonogram (if the meeting was transcribed or recorded on a dictaphone), edited and issued no later than 3 or 5 days from the date of the meeting. These terms or other standards of terms for preparing the protocol for signing - “on the day of the meeting”, “no later than the next business day”, etc. - are usually regulated by the regulations on the relevant collegiate bodies and the job description/job regulations of the secretary of a particular collegiate body.

protocol form

The protocol is the main administrative document of collegiate management and is almost always drawn up as a multi-page document. Therefore, when drawing up the first sheet of the protocol, it is necessary to use the general form of the organization or enterprise, and if there is no general form, the protocol is drawn up on sheets of A4 paper with the details arranged according to the model of the general form.

If the form for the first sheet of the protocol is not used, the details are usually drawn up in a longitudinal way (along the top margin of the sheet of paper) centered.

The standard form of the protocol includes the following mandatory details:

• full name of the organization or enterprise;
• name of the type of document (PROTOCOL);
• date;
• index (in protocols that relate to administrative documents);
• place of compilation;
• title;
• text;
• signatures.

Additional details of the protocol are:

• Name structural unit;
• stamp of approval;
• a mark on the presence of applications;
• place (room, office) and time of the meeting;
• surname and initials of the person chairing the meeting, session;
• date of signing the protocol;
• method of voting (open, secret, absentee).

Features of registration of mandatory details of the protocol, as well as the presence, number and rules for registration of additional details, the features of the form are determined by the requirements of the current legislation, business customs or a specific management situation. But all design features are based on general algorithm , which has historically developed in the process of compiling and formalizing the protocol as one of the main types of administrative documents.

Protocol header

To ensure the legal force of the protocol, it is necessary to correctly draw up full name of the organization or enterprise, which is recognized as the name of a legal entity registered in the Unified State Register of Legal Entities in accordance with its constituent documents and charter, (i.e. with the obligatory indication of the organizational and legal form):

Example 1

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Limited Liability Company "Your Partner"

Example 2

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Closed joint-stock company"A B C D E"

Name of the structural unit(additional details of the protocol) is usually issued on the document in the following cases:

• the protocol records all types of collegial activities in separate subdivision enterprises (see Example 3);
• meetings (primarily of an operational nature), which are held in one of the internal structural divisions of the enterprise, are drawn up by minutes (see Example 4).

Example 3

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Limited Liability Company "Company" The Fifth Element "
Branch "North-Western"

Example 4

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Open Joint Stock Company "Remmekhanizatsiya"
Department accounting and tax reporting

The names of the structural units in the protocol must correspond to the exact names fixed in the scheme organizational structure, staffing or other internal documents of the organization.

Name of document type (PROTOCOL) is always written in capital letters and is located one or two lines below the name of the enterprise or structural unit (in the case of a longitudinal arrangement of details - in a centered way).

date the protocol is the date of the meeting, and not the final execution and signing of the document. If the meeting of the collegiate body lasted several days, then the minutes indicate the date of its beginning and the date of completion. Date formatting may vary. For example, digitally:

Example 5 digital way date registration

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Example 6 Numerical way to record the date of a meeting that lasted 2 days

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04.05.2011 - 05.05.2011

The digital method is used mainly when registering the dates of operational meetings and meetings.

When registering the date in the minutes of collegiate bodies ( supreme bodies management and executive) the alphanumeric method is preferable.

Example 7 Alphanumeric date format

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Example 8 Setting the date of a meeting that lasted 2 days

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The date is located one line below the name of the type of document or above a special limiting line in the general form.

Index (number) of the protocol is drawn up on the same line as the date of the meeting above the boundary line in a common form or within total area, reserved for the date and index in the header of the document. The protocol index is the serial number of the meeting within the calendar year or within the term of office of the collegial body. It should be noted that when registering indices from No. 1 to 9, at least two characters must be used. For example, it is correct to designate the simplest indices: “No. 01”, “No. 07”, etc. (see Examples 7 and 8).

Props "place of compilation or publication" is drawn up on a separate line below the date and index (with a longitudinal arrangement of details - in the center of the next line).

This requisite contains the name of the geographical location where the meeting of the collegial body actually took place. Conditional abbreviations used in the designation of geographical names must comply with the Rules for the provision of postal services.

Example 9

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Kolomna, Moscow region

Example 11

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With. Maleevo, Kolomna district
Moscow region

As header the protocol is drawn up brief wording of the type of meeting(type of collegial activity) in the genitive case, which is consistent with the name of the type of document (PROTOCOL - what?), the name of the collegial body and begins with a capital letter.

Example 12 Corner arrangement of the details of the design part of the protocol

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Example 13 Longitudinal arrangement of the details of the formal part of the protocol

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The heading of the minutes as a type of meeting is drawn up one or two lines below the requisite “place of compilation or publication” necessarily from the border of the left margin or in the area marked in the general form with bounding corners in the upper left corner of the sheet of paper. This arrangement is mandatory for both longitudinal and angular arrangement of details (see Examples 12 and 13).

The text of the protocol is the most complex requisite and consists of two parts - introductory and main. The introductory part of the text is strictly formalized. It draws up information about the composition of those present at the meeting and the agenda (list of issues submitted for discussion), which are completely independent elements of the text and are formulated according to standard rules.

Composition of those present is drawn up two lines below the type of meeting from the border of the left field and begins with the indication of the chairman and secretary of the meeting. The surnames of the chairman and secretary are drawn up after a dash, the initials follow the surname.

Example 14

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Chairman - Markov S.V.
Secretary - Petrova A.I.

The surnames and initials of the permanent members of the collegiate bodies present at the meeting (elected or included in the collegium by position) are listed alphabetically by surnames without the title of the position after the word “Attended:”, which is drawn up two lines below, necessarily from the border of the left field, and ends with a colon. Surnames of those present are drawn up across the entire width of the line through one line spacing.

Example 15

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Present: Borisov A.M., Vinogradov V.V., Gromov P.S., Dmitriev P.E., Ivanov L.M., Fomin P.P.

If the members of the collegial body include more than 15 people, then the composition of those present is indicated quantitatively, and a list by name is attached to the protocol, which is noted.

Example 16

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In attendance: 20 people (list attached)

Surnames and initials of invited officials who are not members of the collegiate body, but were present at the meeting, are listed after the word "Invited:". It is drawn up from the border of the left margin two lines below the word "Attended:" and ends with a colon. The positions of these persons are usually indicated.

Example 17

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Invitees: client manager Ageeva N.O., head of customer service department Kotova L.P.

The list of issues submitted for discussion and decision by the collegiate body is drawn up after the words "Agenda:", which are located from the border of the left field two lines below the composition of those present and ends with a colon.

Each item on the agenda is formulated with the preposition "O", answers the question "About what?" and contains an indication of the position, surname and initials of the speaker. Moreover, the word "speaker" is not used in the protocol, the speech formula is correct: "Report - (whose?) position, surname, initials."

Issues are numbered in Arabic numerals, placed on the agenda in order of their importance (or in accordance with the estimated time of discussion) and drawn up from the red line.

Example 18

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Agenda:

1. On approval of the accounting policy for 2011
   Report of the Deputy Chief Accountant Krasnov A.I.
2. On the preparation of a loan application to the Moscow branch of the North-Western Bank (OJSC).
   Report of the head of the legal department Smolin A.G.

Agenda items should be formulated clearly and specifically, since they are the actual headings to the subsequent text of the protocol, which will be presented item by item in the order of consideration of the issues at the meeting.

The wording "Miscellaneous" in the agenda of the completed protocol is considered inappropriate, because the document is drawn up after the meeting, when it is already possible to precisely formulate all the issues considered.

Even in cases where the agenda of the meeting is drawn up as an independent white paper and distributed in advance to the meeting participants and members of the collegiate body, the wording of all discussed issues should be included in the text of the protocol. A note in the text of the minutes: “Agenda is attached” is unacceptable, even when the agenda is formed into a case together with the minutes as a separate information document.

The main part of the text of the protocol, i.e. the entire course of the meeting and the decisions made, is compiled by the secretary of the meeting, working almost like a simultaneous interpreter, only the speech is “translated” from oral form (often spontaneous, emotional and not always prepared) into written form, i.e. . ordered, built according to speech patterns, mainly with direct word order and the use of special vocabulary and terms business style.

The main part of the text of the protocol is built in accordance with the agenda items by sections. Each section, reflecting the course of the meeting, consists of three parts: LISTENED - SPEAKED - DECIDED (DECIDED).

The word "HEARD" is numbered in accordance with the number of the agenda item, is drawn up from the border of the left field in capital letters and ends with a colon. Further, from the red line, the surname and initials of the speaker are drawn up in the genitive case (LISTENED - to whom?), A dash is put, and after it the content of the report is briefly or in detail recorded. The presentation is usually conducted from the third person singular in the past tense:

Example 19

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1. LISTENED:

Krasnova A.I. - reported on the main provisions of the Company's Accounting Policy for 2011. He noted that it had been completely revised in connection with the changes made to the Tax Code of the Russian Federation. Proposed to approve the accounting policy of the enterprise for 2011.

If the text of the main report was prepared in advance and, after consideration of the issue, was transferred to the secretariat/secretary of the meeting, then when presenting the text, it is convenient to use another method: briefly formulate the topic of the report in accordance with the agenda and after the period make a note: “The text of the report is attached”.

Example 20

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1. LISTENED:

Krasnova A.I. - on the main provisions of the accounting policy of the enterprise for 2011. The text of the report is attached.

At the same time, a pre-prepared report must be drawn up, signed and dated by the author so that it can really be issued as an independent document-attachment to the protocol.

The word "SPEAKED" is drawn from the border of the left field in capital letters and ends with a colon. The surname and initials of each of the speakers are drawn up from the red line and indicated in the nominative case (SPEAKED - who?). After a dash in the form of indirect speech, a brief or detailed content of the speech is recorded.

All questions to the speaker and speakers, as well as answers to them, are recorded in the order they are received and are also drawn up from the red line. The name of the person who asked the question may not be indicated.

Example 21

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Question: Are all fixed asset accounting groups reflected in the Accounting Policy?

Yes, all the groups that are needed for the correct reflection of fixed assets in accounting at our enterprise.

Solutions, adopted collegially on each of the discussed issues, are recorded after the word "RESOLVED" or "DECIDED". These words are terms of business style, reflecting decision-making based on the principle of collegiality (the pronoun "we" is implied). In business practice, each term has its own sphere of use in the preparation of protocols. Thus, in the minutes of general meetings of shareholders, founders, meetings of boards of directors, meetings labor collectives, meetings of employees (within the framework of self-government, established and permitted by the code of corporate conduct), initiative groups, it is considered correct to use the term "DECIDED" (the activities of the highest collegial bodies, "authority" are formalized). In the minutes of meetings of committees, boards, working groups, operational meetings and other collegial executive bodies (the “operational management” is drawn up), the term “RESOLVED” is considered correct.

This word is formed from the border of the left field in capital letters and ends with a colon. From the red line on the points, administrative actions are briefly and precisely formulated, which must be numbered in accordance with the number of the issue on the agenda. Number decision consists of two parts separated by a dot, while the first digit corresponds to the number of the issue on the agenda, and the second to the number of the decision on this issue (after all, it often happens that several decisions and instructions are made on one issue of the agenda). See Example 22.

The clause establishing the legal norm (“normative”) is formulated according to the standard speech model: what to do - in what (from what or for what) period? See solution 1.1 in Example 22.

1. to whom - what to do - by what date? (see solution 1.2 in Example 22) or

If the decision was made by voting, then its results are drawn up in the form: “For - 10, against - 0, abstention - 2” or “Unanimously”. Compliance with this form is mandatory when decisions are made on the appointment, election or approval of candidates or on the personal composition of commissions, committees, etc.

Read about cumulative voting in Sergey Rossol's article "

Form part of the protocol

Signatures Chairman and Secretary of the meeting are drawn up on the edited and verified minutes. They are located three or four lines below the text from the border of the left margin and are separated by one line. In transcripts of signatures, initials are placed before the surname. The personal signatures of the chairman and secretary are drawn up on the original protocol.

Example 24

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Since the protocol is an internal administrative document of the enterprise, it seal is usually not required.

Copies (photocopies) of the executed and signed protocol or an extract from the protocol, which are necessary in the process of sending a document for execution, have the right to certify with his signature the secretary (secretary of the meeting or secretary of the collegiate body ex officio), correctly filling out a mark on the certification of the copy. If a copy or an extract from the protocol is used within the organization, then it (as well as the protocol itself) is not stamped. If the extract or copy of the protocol is intended for use outside the walls of the native organization, it should be stamped on it.

Example 25 Notification of certification of a copy of the minutes

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Some types of protocols are subject to approval by the first head of the enterprise or organization. For example, meeting minutes are approved expert commission organizations, an expert commission for assigning/removing restrictions on access to information and documents of the organization, minutes of meetings of project groups/project offices in project management etc.

The approval is issued with a stamp, which is located in the upper right corner of the document and consists of the word "APPROVE", the abbreviated name of the position of the head (because the full name of the organization or enterprise is indicated in the header of the document or in the general form), personal signature, its transcript and approval date.

The article by Sergei Rossol "Minutes of the General Meeting of Shareholders and Participants" in the journal "Office work and document management at the enterprise" No. 4 "2011 on page 33

For information on how to hold a general meeting of shareholders / participants in JSCs and LLCs, read Sergey Rossol's article "Annual Meeting in Business Companies" in the journal Paperwork and Document Management at the Enterprise No. 3 "2011 on page 62

Minutes of the general meeting of LLC participants is a document that records the agreements of the organization's participants on agenda items. After studying the article, the reader will find out what this document is, how it is compiled, what its form and content is, whether the protocol is subject to notarization, in what order it is signed. You can download a sample of the document in question from the link at the end of the article.

Issues related to the activities of the LLC are regulated by the Federal Law “On LLC” dated February 8, 1998 No. 14 and the Civil Code of the Russian Federation. In the data regulations there are also requirements for the minutes of meetings, but first things first.

The main body of a limited liability company, which consists of several participants, is the general meeting (part 1 of article 32 of the Federal Law No. 14). Its jurisdiction includes the resolution of various issues that can be divided into two large groups:

1. Issues that are within the competence of the meeting on the basis of the requirements of the law, in particular Federal Law No. 14 and the Civil Code of the Russian Federation.
2. Issues that the general meeting resolves on the basis of the Charter.

In order to resolve issues, meetings are held in organizations. They, by virtue of the requirements of Part 1 of Art. 32 of Federal Law No. 14 can be held both in the regular order and in the extraordinary one. All topics for the agenda of the future meeting are set in advance, and only such pre-set topics are discussed and resolved.

The document that is drawn up following the results of the meeting is the minutes. The minutes of the general meeting of participants in an LLC are kept by the chairman or secretary of the meeting.

What are the legal requirements for the content of the protocol?

The requirements for the minutes of the general meeting of LLC participants are enshrined in Art. 181.2 of the Civil Code of the Russian Federation. For the protocol and the decision of one participant, they are common, but in fact they are different documents, and it is necessary to understand this.

The protocol contains various information, namely:

1. Date, time of the meeting.
2. The place where it was held.
3. Information about the participants of the firm who took part in the meeting.
4. Information about the results of voting on all issues that were discussed.
5. Information about the persons who carried out the counting of votes following the voting results.
6. Details of who voted against any item on the agenda, if such persons have requested that the details be included in the minutes.

These are mandatory requirements; without their observance, the protocol cannot be recognized as valid, and the meeting cannot be held. At the same time, it is advisable to reflect in the document Additional information, which, although not mandatory, allows you to individualize the document and avoid possible disputes regarding the course of the meeting and the voting procedure.

Optional information includes:

1. Sequence number of the protocol (for office purposes).
2. Information about who spoke during the discussion of each issue, what arguments he cited (to fix the attitude of the participants to the merits of certain issues).
3. Data on how the voting was carried out and what vote each participant gave (for, against, abstained).

In what form is the protocol drawn up and is it required to be notarized?

The form of the minutes of the general meeting of participants in an LLC is written, which is expressly stated in paragraph 3 of Art. 181.2 of the Civil Code of the Russian Federation. The legislation also requires notarial certification of the minutes of the general meetings of the LLC.

However, certification of the minutes of meetings of an LLC by a notary may not be carried out if a different method of certification is specified in the Charter, or absolutely all participants in the meeting voted for the protocol to be certified not by a notary, but otherwise.

But how to certify the minutes of the general meeting of LLC participants in another way? The answer to this question is contained in paragraph 3 of Art. 67.1 of the Civil Code of the Russian Federation. The use of technical means, in particular, video recording, is allowed. In addition, it is possible to sign the protocol both by all participants and by some of the participants, in confirmation of the fact of its compilation.

Other methods are not excluded, but it is advisable to stipulate them in the Charter of the company. If there is a unanimous decision that the protocol will not be notarized, or there are no corresponding provisions in the Charter, a notary will have to be invited.

Of course, if there is only one participant in the organization, then notarization of his decision is not required.

Numbering the minutes of the general meeting of participants in the LLC and assigning it an individual number

To facilitate the workflow in the organization, it is recommended to assign an individual number to each protocol. The procedure for assigning numbers is not specified by law; accordingly, you can develop and adopt your own numbering system.

In practice, sequential numbering is sufficient, for example, the minutes of the general meeting No. 1, 2, 3, etc. Do not forget about the date of the document. Its affixing is a great way to individualize a document. In addition, the indication of the date is mandatory by law.

According to the requirements of Part 6 of Art. 37 of the Federal Law No. 44, the protocols are filed in a common book. Members of the company may at any time request data from such a book. The law does not contain other requirements, respectively, the resolution of the issue of the numbering of protocols and their identification lies on the shoulders of the participants of the organization, the chairman and the secretary of the meeting.

Who signs the minutes of the general meeting of LLC participants?

According to the requirements of paragraph 3 of Art. 181.2 of the Civil Code of the Russian Federation, the following signatures must be reflected in the protocol:

1. Chairman of the meeting.
2. Secretary.

Any member of the LLC can be the chairman of the meeting. Before each meeting, elections are held, which is prescribed in paragraph 5 of Art. 37 of the Federal Law No. 14. The decision on the choice is made by a majority of votes.

The list of persons who have the right to open a meeting and start the procedure for electing a chairman is established by paragraph 4 of Art. 37 FZ No. 14.

It may be the sole executive body; chairman of the collegial body, board of directors; auditor or auditor; the initiator of the meeting from among the participants of the LLC.

How do I send the minutes to the meeting participants, and is it required to do so?

According to the requirements of paragraph 6 of Art. 37 of the Federal Law No. 14, the protocol must be sent to the participants of the organization. The direction is carried out by the person keeping the minutes of the meeting. The action must be taken within 10 days after the meeting has taken place.

You can send the protocol by mail, but this should be done by registered mail. This method will confirm that the document was actually sent.

It should be noted that the Charter of the organization may contain additional requirements for the procedure for sending the document. For example, it may indicate that copies of the protocol must be received on purpose, at the address of the organization's location, or delivered courier service. In connection with the possibility of specifying the procedure for sending the protocol in the Charter, it is recommended that you familiarize yourself with its provisions and understand whether such requirements are contained or not.

Thus, we can conclude that the minutes of the LLC meeting are a mandatory document that confirms the holding of the meeting, reflects the results of voting on each item on the agenda. It is drawn up in writing, certified by a notary, or in another way specified in the Charter of the organization. It is recommended to reflect the date and number of the document in the protocol. It is subject to signing by the chairman and secretary of the meeting and must be sent to the participants of the meeting within 10 days from the date of its compilation.

Documents for download

Download Sample Protocol