This article is a visual guide to preparing protocols. It will help you 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 type and affiliation with documentation systems and subsystems

Minutes are a document recording the progress of a meeting and the procedure for making decisions by a collegial body.

The following are subject to mandatory recording:

• meetings of permanent collegial bodies of state power and administration, municipal government bodies, 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 us to talk about the protocol as independent document form.

The protocol is a document related primarily to the system of organizational and administrative documentation. Protocols are managerial administrative documents(belong 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 many other types of activities.

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

In business practice, protocols of business meetings, protocols of intent, protocols for the transfer of confidential information, protocols of disagreements and others are drawn up, which record not management decisions, but agreements and what the parties have achieved (i.e. collegial, collective, and 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 organizational and administrative documentation system or to the subsystem of civil contractual documentation of the same system, because they document the progress of execution of contracts and agreements, confirm interest and possible areas of cooperation, and also fix the basic conditions for concluding specific transactions in the future.

Protocols created to confirm settlements are part of the cash transactions subsystem of the banking documentation system.

For some functions of personnel management, minutes of meetings of certification 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 composition of information of which is established by the Civil Code of the Russian Federation, the Federal Law “On Joint Stock Companies”, and the requirements of the regulator - the Federal Service for Financial Markets, form a subsystem of organizational documents, on the basis of which a special subsystem has already been formed constituent documentation, and currently we can talk about the process of forming a subsystem/system of documentation that ensures corporate governance procedures.

Protocol classification

All types and varieties of protocols, regardless of belonging to a documentation system or subsystem, are classified on two grounds - the method of documentation and the degree of completeness of recording the progress of the meeting, which operate simultaneously. Thus, according to the degree of completeness of the recording, protocols are divided into short and complete.

Full protocols can be detailed text(text method of documentation), shorthand(text method using special symbols that must be deciphered when preparing the protocol), phonographic(sound recording), video protocols(video and audio recording is used, especially when conducting video conferencing). They contain a recording of the entire meeting, including remarks, questions, comments, speeches and information during the meeting, noise, applause, etc. depending on the method of documentation.

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

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

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

The minutes drawn up directly at the meeting are a draft. It must be clarified, checked against the transcript or phonogram (if a transcript was taken at the meeting or recorded on a dictaphone), edited and issued no later than 3 or 5 days from the date of the meeting. These deadlines or other standards for the timing of preparing the protocol for signing - “on the day of the meeting”, “no later than the next working day”, etc. - usually regulated by the regulations on the relevant collegial bodies and the job description/job regulations of the secretary of a specific collegial body.

Protocol form

The protocol is the main administrative document of the collegial 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 a form is not used to prepare the first sheet of the protocol, the details are usually filled out longitudinally (along the top margin of the sheet of paper) centered.

The standard protocol form includes the following mandatory details:

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

Additional details of the protocol are:

• name of the structural unit;
• approval stamp;
• marking the presence of applications;
• place (room, office) and time of the meeting;
• surname and initials of the chairman of the meeting;
• date of signing the protocol;
• method of voting (open, secret, absentee).

Features of registration of the mandatory details of the protocol, as well as the presence, quantity and rules for registration of additional details, 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 historically developed in the process of drawing up and issuing a 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 the legal entity registered in the Unified State Register of Legal Entities in accordance with its constituent documents and charter (i.e. with a mandatory 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 "ABVGD"

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

• the protocol records all types of collegial activities in a separate division of the enterprise (see Example 3);
• Minutes are used to formalize meetings (primarily of an operational nature), which are held in one of the internal structural divisions of the enterprise (see Example 4).

Example 3

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Limited Liability Company "Company "Fifth Element"
Branch "North-West"

Example 4

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Open Joint Stock Company "Remmekhanizatsiya"
Accounting and Tax Reporting Department

The names of structural divisions in the protocol must correspond to the exact names enshrined in the organizational chart, staffing table or other internal documents of the organization.

Name of the document type (PROTOCOL) always written in capital letters and located one or two lines below the name of the enterprise or structural unit (if the details are arranged longitudinally, in a centered manner).

Date The minutes are the date of the meeting, and not the final execution and signing of the document. If a meeting of a collegial body lasted several days, then the minutes indicate its start date and end date. Date formatting methods may vary. For example, digital way:

Example 5 Digital date formatting

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Example 6 Digital way of registering the date of a meeting that lasted 2 days

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04.05.2011 - 05.05.2011

The digital method is used primarily when registering dates for operational meetings and meetings.

When registering dates in the protocols of collegial bodies (supreme management and executive bodies), the alphanumeric method is preferable.

Example 7 Alphanumeric date formatting

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

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

Index (number) of the minutes is drawn up on the same line as the date of the meeting above the boundary line in the general form or within the total area allocated for the date and index in the heading part 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 designing indexes No. 1 to 9, you must use at least two characters. For example, the simplest indices are correctly designated: “No. 01”, “No. 07”, etc. (See Examples 7 and 8).

Props "place of composition or publication" is drawn up on a separate line below the date and index (if the details are arranged longitudinally - in the center of the next line).

This detail contains the name of the geographical location where the meeting of the collegial body actually took place. Conventional abbreviations used when designating 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 statement 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 Angular location of the details of the formal part of the protocol

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

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The title of the protocol as a type of meeting is drawn up one or two lines below the details “place of compilation or publication”, necessarily from the border of the left margin or in the area marked in the general form with limiting corners in the upper left corner of the sheet of paper. This arrangement is mandatory for both longitudinal and angular placement of the 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 contains information about the composition of those present at the meeting and the agenda (the 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 written 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 collegial bodies (elected or ex-officio members of the collegium) who were present at the meeting are listed alphabetically by surname without the title of the position after the word “Present:”, which is written two lines below, necessarily from the border of the left margin, and ends with a colon. The names of those present are written across the entire width of the line with 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 of names is attached to the protocol, about which a note is made.

Example 16

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Present: 20 people (list attached)

The names and initials of invited officials who are not members of the collegial 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 “Present:” and ends with a colon. It is customary to indicate the positions of these persons.

Example 17

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Invited: client manager Ageeva N.O., head of the client service department Kotova L.P.

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

Each agenda item is formulated with the preposition “O” and 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 correct speech formula is: “Report - (whose?) position, surname, initials.”

Issues are numbered in Arabic numerals, arranged on the agenda according to the degree of their importance (or in accordance with the expected time of discussion) and are drawn up with a red line.

Example 18

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Agendas:

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

Agenda items must be formulated clearly and specifically, since they are the actual headings to the subsequent text of the protocol, which will be presented point by point in the sequence of consideration of 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 accurately formulate all the issues considered.

Even in cases where the agenda of the meeting is drawn up as an independent information document and sent in advance to the participants of the meeting and members of the collegial body, the wording of all the issues discussed must be included in the text of the minutes. The note in the text of the protocol: “The agenda is attached” is unacceptable, even when the agenda is filed together with the protocol 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 on speech patterns, mainly with direct word order and the use of special vocabulary and business style terms.

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

The word “LISTENED” is numbered in accordance with the number of the agenda item, drawn from the border of the left margin in capital letters and ends with a colon. Next, from the red line, the surname and initials of the speaker are written in the genitive case (LISTENED - who?), a dash is placed, and after it the contents of the report are written briefly or in detail. The presentation is usually in 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 enterprise's Accounting Policy for 2011. He noted that it had been completely revised in connection with 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 considering the issue, was transferred to the secretariat/secretary of the meeting, then when presenting the text it is convenient to use another technique: briefly formulate the topic of the report in accordance with the agenda and after the point 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 enterprise's accounting policy for 2011. The text of the report is attached.

In this case, the pre-prepared report must be executed, signed and dated by the author, so that it can actually be issued as an independent document appendix to the protocol.

The word “SPEAKED” is written from the border of the left margin in capital letters and ends with a colon. The surname and initials of each speaker are written on a red line and are indicated in the nominative case (SPEAKED - who?). After the dash, a brief or detailed content of the speech is written in the form of indirect speech.

All questions to the speaker and speakers, as well as answers to them, are recorded in the order they were received and are also recorded on the red line. The name of the person asking 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 to correctly reflect fixed assets in accounting at our enterprise.

Solutions, adopted collectively on each of the issues discussed, are written after the word “DECIDED” or “DECIDED”. These words are business-style terms that reflect collegial decision-making (implying the pronoun “we”). In business practice, each term has its own sphere of use when drawing up protocols. Thus, in the minutes of general meetings of shareholders, founders, meetings of boards of directors, meetings of labor collectives, meetings of employees (within the framework of self-government established and permitted by the code of corporate conduct), initiative groups, the use of the term “DECIDED” is considered correct (the activities of the highest collegial bodies are formalized, “ power"). In the minutes of meetings of committees, boards, working groups, operational meetings and other collegial executive bodies (formulated as “operational management”), the correct term “RESOLVED” is considered correct.

This word is written from the left margin in capital letters and ends with a colon. From the red line, administrative actions are briefly and precisely formulated point by point, which should be numbered in accordance with the issue number on the agenda. The number of the adopted decision consists of two parts, separated by a dot, with the first digit corresponding to the number of the issue on the agenda, and the second - the number of the decision on this issue (after all, it often happens that several decisions and instructions are made on one issue on the agenda). See Example 22.

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

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

If the decision was made by voting, then its results are presented in the form: “For - 10, against - 0, abstained - 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 the article by Sergei Rossol "

Formal part of the protocol

Signatures the chairman and secretary of the meeting are documented on edited and verified minutes. They are located three to four lines below the text from the left margin border and are separated by one line. In transcripts of signatures, the initials are placed before the surname. 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 stamp identification is usually not required.

Copies (photocopies) of the executed and signed protocol or extracts from the protocol, which are necessary in the process of sending the document for execution, have the right to certify with their signature the secretary (secretary of the meeting or secretary of the collegial body ex officio), correctly drawing up a note on the certification of the copy. If a copy or extract from the protocol is used within the organization, then a seal is not placed on it (as well as on the protocol itself). If an extract or copy of the protocol is intended for use outside the walls of the home organization, it is worth putting a seal on it.

Example 25 Mark on certification of a copy of the protocol

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Some types of protocols are subject to approval by the first head of the enterprise or organization. For example, the minutes of meetings of the organization’s expert commission, the 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. are approved.

The approval is issued with a signature stamp, which is located in the upper right corner of the document and consists of the word “APPROVE”, the abbreviated name of the manager’s position (since the full name of the organization or enterprise is indicated in the header part of the document or in the general form), personal signature, its transcript and approval dates.

The article by Sergei Rossol “Minutes of the general meeting of shareholders and participants” in the journal “Office work and document flow in the enterprise” No. 4” 2011 on page 33 is devoted to the peculiarities of drawing up the minutes of the general meeting of participants in an LLC and the minutes of shareholders in a JSC.

For information on how to hold a general meeting of shareholders/participants in a joint-stock company and an LLC, read the article by Sergei Rossol “Annual meeting in business companies” in the magazine “Office work and document flow in an enterprise” No. 3” 2011 on page 62

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

Issues regarding the activities of the LLC are regulated by the Federal Law “On LLC” dated 02/08/1998 No. 14 and the Civil Code of the Russian Federation. These regulations also contain requirements for minutes of meetings, but let’s talk about everything in order.

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

1. Issues that fall within the competence of the meeting based on 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, organizations hold meetings. They, by virtue of the requirements of Part 1 of Art. 32 Federal Law No. 14 can be carried out either in a regular or extraordinary manner. All topics for the agenda of a future meeting are set in advance, and only such pre-set topics are discussed and resolved.

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

What requirements does the law impose on 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 and time of the meeting.
2. The place where it was held.
3. Information about the company participants who took part in the meeting.
4. Information about the voting results on all issues that were discussed.
5. Information about the persons who counted the votes based on the voting results.
6. Data on who voted against any issue on the agenda, if such persons asked to include this data in the protocol.

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

Optional information includes:

1. Serial number of the protocol (for office work purposes).
2. Information about who spoke during the discussion of each issue, what arguments they gave (to record the participants’ attitude to the essence of certain issues).
3. Data on how the voting was carried out and what vote each participant cast (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 LLC participants is written, which is expressly stated in clause 3 of Art. 181.2 of the Civil Code of the Russian Federation. The law also requires notarization of the minutes of general meetings of the LLC.

However, certification of the minutes of LLC meetings 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 that the minutes will be certified not by a notary, but in another way.

But how can you 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 Civil Code of the Russian Federation. The use of technical means, in particular video recordings, is permitted. In addition, it is possible for the protocol to be signed by both all participants and some of the participants to confirm the fact of its preparation.

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

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 LLC participants and assigning an individual number to it

To facilitate document flow in an organization, it is recommended that each protocol be assigned an individual number. 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 - minutes of the general meeting No. 1, 2, 3, etc. Don’t forget about the date the document was drawn up. Putting it down is a great way to personalize a document. In addition, the date is required by law.

According to the requirements of Part 6 of Art. 37 Federal Law No. 44, the protocols are filed in a general ledger. Company participants can request data from such a book at any time. The law does not contain other requirements; accordingly, resolving the issue of numbering minutes and their identification lies on the shoulders of the organization’s participants, the chairman and 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 signatures must be reflected in the protocol:

1. Chairman of the meeting.
2. Secretary.

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

The list of persons who have the right to open a meeting and begin the procedure for selecting a chairman is established in clause 4 of Art. 37 Federal Law No. 14.

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

How to send minutes to meeting participants, and is this required?

According to the requirements of paragraph 6 of Art. 37 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 took place.

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

It should be noted that the organization’s Charter may contain additional requirements for the procedure for submitting a document. For example, it may indicate that copies of the protocol must be received personally, at the address of the organization's location, or delivered by 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 and reflects the voting results on each issue put 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 that the date and document number be reflected in the protocol. It must be signed 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 preparation.

Documents for download

Download sample protocol

In addition, there is a specific case established by law when the sole founder of an LLC is obliged annually from March to June to make a decision based on the results of the previous year regarding the distribution of net profit and approval of the annual report and balance sheet.

If you are going to become the sole founder of an LLC or your already fully functioning enterprise requires changes to the charter, then you should begin all steps to achieve these goals by formalizing the decision of the sole founder (participant). At the legislative level, a specific form has not been fixed, and exhaustive content has not been established for the execution of this decision. However, in order to avoid misunderstandings with the tax authorities, when drawing up a decision, you should adhere to certain strict rules, one of which is its structure.

The structure of the decision of the sole founder of the LLC must necessarily contain the following elements: header, direct text of the decision, footer (certification of the decision).

Requirements for the content of the decision of the sole founder of the LLC

Let's look at the design of each of the elements of the solution in more detail, using the example of the abstract Rick LLC, which will be opened in Moscow.

1. Hat.

• the word “Solution” located in the middle of the document and written with a capital letter;
• the text of “the sole founder on the creation of a limited liability company”, while the type of company is written in full, and not using the abbreviation LLC;
• the name of the company, which must be enclosed in quotation marks;
• the date of the decision is on the right side of the document, the place of conclusion is on the left side.

Sample solution header design

2. Solution.

Since the decision itself is a consequence of various phenomena occurring in the life of an LLC, such as registration, liquidation, amendments to its charter, summing up the results of the year, then, accordingly, the text of the decision will have different options. However, it must contain the required sections:

• Information about the applicant, which begins with the text “I”.
• Next, enter information about the sole founder (participant).

But depending on whether the person is an individual or a legal entity, different data will be displayed:

• For an individual, the sole founder, you must enter your full name, full passport details, full registration address with postal code.
• For a legal entity, enter the full name, full legal address, INN, OGRN, KPP, as well as information about the head of the organization or other representative by proxy, made in a format similar to the previous paragraph.

The listing of this data should be completed with the following text: “made a decision” or “I make a decision”, followed by a colon.

Thus, the introductory part of our example with the only founder - an individual, Mr. Ivanov, will look like this:

After such an introduction, a complete list of points adopted in the decision should be placed, each of which should be placed under a separate number on a new line. Each of these points should answer only one question, “what to do?”, be written with a capital letter and end with a period.

Example of a decision text:

1. Create a Limited Liability Company "Rik".
2. Approve the full corporate name in Russian: Limited Liability Company "Rik".
3. Approve the abbreviated corporate name in Russian: LLC "Rik".
4. Approve the location of the company: 125187, Moscow, st. Festivalnaya, 71, office 304.
5. Approve the charter of the Limited Liability Company "Rik".
6. Determine the authorized capital in the amount of 10,000 (ten thousand), pay 100% of the authorized capital in cash within 4 months from the date of registration of the company.
7. The size and nominal value of the share of the founder of the company Ivan Ivanovich Ivanov in the authorized capital shall be determined in the following order:
   - a share in the amount of 100% of the authorized capital of the company with a nominal value of 10,000 rubles.
8. Appoint Ivan Ivanovich Ivanov as general director, passport of a citizen of the Russian Federation 2814 No. 014682 issued by the department of the Federal Migration Service of Russia in the city. Moscow in the Krylatskoye district on August 20, 2012, unit code 690-008, registered at the address: 125187, Moscow, st. Festivalnaya, 71, apt. 34, with a term of office of 5 years (the term must be indicated in strict accordance with the charter, no more, no less).

3. Certification of the decision (basement).

If all the items in the list are already listed, then we can assume that the text part of the decision of the sole founder is completed. After it, an indent is made and the following possible options are displayed in a separate line on the left side of the document: “Founder” or “Sole participant” or “Signature of the founder”.

Below, also on the left side of the document, the full name of the sole founder should be entered. If it is a legal entity, then the decision will be signed by the head of the founding organization or a representative acting on the basis of a power of attorney.

Sample form for certification of a decision:

You should definitely know that the decision of the sole founder does not require additional methods of certification, including notarization. The main thing is that this document corresponds to the above structure and does not have distorted data, corrections or errors. The decision of the sole founder to create an LLC is attached to the full package of documents and submitted to the tax authorities.

Everything here is standard and quite clear in design. In this case, you should know a few legal subtleties that will help you avoid making mistakes:

Subtleties in the decision of the sole founder of an LLC

The design of this section is limited to the presence of four lines:

• The minimum capital of an LLC must be no less than 10,000-00 rubles. At the same time, the minimum amount of the management company can only be paid for in money. Authorized capital in excess of 10,000 can be paid for with property that has a monetary value based on the report of an independent appraiser. Now the entire amount of the authorized capital can be paid within 4 months from the date of registration of the LLC.
• Some types of LLC activities have a minimum capital threshold higher than 10,000-00 rubles. The entire list of regulated areas of activity is available in our service after registration.
• The text part of the decision does not allow any kind of blots, data distortions or corrections. Only generally accepted abbreviations of passport data “district”, “city”, “street” are allowed. etc. The abbreviation “LLC” is also possible. It is allowed to indicate the name of the LLC in any foreign language or language of the peoples of the Russian Federation, if necessary.
• If the decision has more than one sheet, then it should be numbered, stitched, stapled and signed on the back by the sole founder.

Options for formalizing the decision of the sole founder

• Change of LLC address.
• Liquidation of LLC.
• Approval of a major transaction.
• Extension of authorityChange of LLC name.
• Creation of LLC.

The organization pays dividends by drawing up the minutes of the general meeting of participants. How to correctly number the minutes, start the numbering again every year or can it be done continuously? And if the organization does not pay dividends, what does this threaten it with?

There are no special requirements for the numbering of protocols and decisions in the law. This will not affect the validity of the document. The organization decides independently whether to start numbering from the beginning of the year or continue the existing one. Numbering rules can be enshrined in the charter of the LLC, then they will be binding.

The source of payment of dividends is the net profit of the organization, the expenditure of which occurs only by decision of the owners of the organization. Accordingly, the founders have the right not to make decisions on the payment of dividends; the organization is not subject to any liability for this.

The rationale for this position is given below in the materials of the Glavbukh System.

Failure to comply with the requirements for the format and content of the decision of the general meeting of participants, together with other circumstances, often becomes grounds for canceling the decision of the meeting. The company's lawyer needs to ensure that in the event of a corporate conflict, the decision made cannot be invalidated.

Requirement for registration of the protocol

The decision of the general meeting of participants is documented in the minutes of the general meeting of participants.

There are no general requirements for the content and format of the minutes of the general meeting of participants.

The law contains some guidance only for certain cases, in particular for the decision by which participants approve a major transaction or an interested party transaction.

In this regard, the protocol can be drawn up in free form in compliance with the requirements provided for individual cases.

The requirements for drawing up the minutes of the general meeting of shareholders are established in the Federal Law of December 26, 1995 No. 208-FZ “On Joint-Stock Companies” (hereinafter referred to as the Law on JSC) and in Section 5 of the Regulations on additional requirements for the procedure for preparing, convening and holding a general meeting shareholders approved.

Based on these requirements, the minutes of the general meeting of participants must indicate the following:

• full company name and location of the company;
• type of meeting (annual or extraordinary);
• the form of holding a general meeting is “meeting” (the law also allows for an extraordinary meeting to be held in the form of absentee voting without the actual gathering of participants);
• date of the meeting;
• the address where the meeting is held;
• meeting agenda;
• the start and end time of registration of persons entitled to participate in the meeting;
• opening and closing times of the meeting;
• the number of votes held by persons entitled to participate in the general meeting on each issue on the agenda of the meeting;
• the number of votes held by the persons who took part in the meeting on each issue on the agenda of the meeting, indicating whether there was a quorum on each issue;
• the number of votes cast for each of the voting options (“for”, “against” and “abstained”) for each item on the agenda of the meeting for which there was a quorum;
• wording of decisions adopted by the meeting on each issue on the meeting agenda;
• the main provisions of the speeches and the names of the persons who spoke on each issue on the agenda of the meeting;
• chairman and secretary of the meeting;
• person counting votes;
• date of drawing up the protocol.

Protocol signature

The law does not establish who must sign the minutes of the general meeting of participants.

Typically, the minutes of the general meeting of LLC participants are signed by the chairman and secretary of the meeting, by analogy with the minutes of the general meeting of shareholders (Clause 1, Article 63 of the Law on JSC). However, in this case, there is a risk that the company will not be able to document the fact of participation of a particular participant in the meeting if, some time after the meeting, he decides to challenge the decision in court and declares that he was not present at the meeting or voted against the decision made solutions.

To reduce the risk of challenging a decision, you can collect the signatures of all participants present on the minutes of the general meeting, although the law does not require this to be done. It should be taken into account that the minutes of the meeting may not be prepared immediately after the meeting, in addition, the participant may refuse to sign it.

Using ballot papers can be even more effective. This will completely eliminate the possibility of a participant citing the fact that he voted differently or did not take part in the meeting at all. The mandatory procedure for voting by ballot can be provided for in the Regulations on the general meeting of participants.

Vladislav Kuznetsov

Leading expert of the Law Firm "Sistema Lawyer"

S. V. Karulin

Chief Legal Adviser of OJSC "Reestr"

Vladislav Dobrovolsky

Candidate of Legal Sciences, Head of Corporate Practice of the Legal Group "Yakovlev and Partners" (in 2001-2005 - judge of the Moscow Arbitration Court)

Regarding the payment of dividends

Documentation

In an LLC, the decision to spend net profit is documented in the minutes of the general meeting of participants (clause 1, article 28, clause 6, article 37 of the Law of February 8, 1998 No. 14-FZ). There are no mandatory requirements for the minutes of the general meeting of LLC participants in the legislation. But there are details that are better to indicate. This is the number and date of the minutes, place and date of the meeting, agenda items, signatures of participants.

An example of the minutes of a general meeting of LLC participants. The decision to spend net profit to pay dividends

The charter of LLC "Trading Company "Hermes"" stipulates that the organization pays dividends quarterly. According to the results of the first quarter of 2011, the net profit of Hermes amounted to 50,000 rubles. At the general meeting of participants, which took place on April 18, 2011, it was decided to use this entire amount to pay dividends. The decision was made unanimously. Based on the results, minutes of the general meeting of participants were drawn up.

In a joint stock company, minutes of the general meeting of shareholders are drawn up. It differs from the minutes of the general meeting of LLC participants in that it is drawn up in two copies and has mandatory details. They are listed in paragraph 2 of Article 63 of the Law of December 26, 1995 No. 208-FZ and paragraph 5.1 of the Regulations approved by Resolution of the Federal Securities Commission of Russia of May 31, 2002 No. 17/ps.

In companies created by a single founder, minutes of general meetings are not drawn up (clause 3 of Article 47 of the Law of December 26, 1995 No. 208-FZ). The direction of spending net profit is determined by the sole founder by his written decision *.

S.V. Razgulin

Deputy Director of the Department of Tax and Customs Tariff Policy of the Ministry of Finance of Russia

Organizations can pay the founders (participants, shareholders) part of the profit quarterly, once every six months or once a year (clause 1 of article 42 of the Law of December 26, 1995 No. 208?FZ,).

Payment source

The source of payment of dividends is the organization’s net profit (profit after tax) (clause 1, article 28 of the Law of February 8, 1998 No. 14-FZ)*. Joint stock companies must determine this indicator based on financial statements (). There is no such requirement in law for LLCs. However, representatives of the tax service recommend that all organizations rely on the data of the Financial Results Report (letter from the Ministry of Taxes of Russia dated March 31, 2004 No. 22-1-15/597, UMTS of Russia for Moscow dated October 8, 2004 No. 21-09/ 64877). The net profit indicator is reflected in the Net profit (loss) line of this form of financial statements.

An example of determining the amount of dividends due to company participants

The authorized capital of Alfa CJSC is 40,000 rubles. A.V. Lvov owns 60 percent of the organization’s shares, and Hermes Trading Company LLC – 40 percent. The organization pays dividends quarterly.

According to the Financial Results Report for the first quarter, Alpha’s profit after tax (net profit) amounted to 50,000 rubles. The participants decided to allocate 40 percent of this amount to pay dividends.

The total amount of dividends is:
50,000 rub. ? 40% = 20,000 rub.

Of this amount, Lvov is due:
20,000 rub. ? 60% = 12,000 rub.

"Hermes" is due:
20,000 rub. ? 40% = 8000 rub.

Situation: Is it possible to pay dividends using profits from previous years?

Yes, you can.

The source of dividend payment is the organization's net profit. Neither civil nor tax legislation establishes restrictions regarding the period of formation of net profit, which is the source for the payment of dividends. This follows from the Tax Code of the Russian Federation,

3. Article:What can a founder do with company money and what can’t he do?

Question No. 5. In what case can the founder receive money in the form of dividends?

Dividends are company profits that the founders can distribute among themselves. Therefore, you can receive money as dividends only when the company operates without a loss. The personal income tax rate on dividends is 9 percent.

If a company does not have profits for the past year or at least a quarter, but has retained earnings from previous years, it can be used to pay dividends. Of course, provided that this does not lead to a situation in which the payment of dividends is prohibited. And that's when it was banned.

Dividends cannot be paid if the company's net assets are less than the authorized and reserve capital. The last two indicators are in the balance sheet. And net assets are calculated using a special formula. Roughly speaking, this is all the current and non-current assets of the company minus its liabilities. All these indicators are also on the balance sheet.

Let's say the company is operating at a profit. The amount of net assets also allows the payment of dividends. To receive them, the founders will have to hold a general meeting of participants and make a decision at it to distribute the earnings.*

Question No. 6. How often can I receive dividends?

The frequency of dividend payments must be specified in the company's charter. At the same time, the law allows dividends to be paid no more than once a quarter. If the founders want to exercise this right, but the charter specifies a longer period, then first they need to make changes to the charter. A decision on this must be made unanimously at a general meeting of participants. Perhaps the founders want to receive dividends every month. From a legal point of view, this is impossible. However, nothing prevents the company from transferring the already distributed amounts to the founders not immediately, but 1/3 every month.

The document has become invalid or cancelled.

Order of the Ministry of Construction of Russia dated December 25, 2015 N 937/pr "On approval of the Requirements for the preparation of minutes of general meetings of owners of premises in apartment buildings and the Procedure for transferring copies of decisions and minutes of general meetings of owners of premises in...

II. Requirements for registration of protocol details

general meeting

5. The name of the document is the minutes of the general meeting of owners of premises in an apartment building.

6. The date of the minutes of the general meeting is the date of drawing up the minutes, which must correspond to the date of summing up the results (end of counting votes) of the general meeting.

7. The registration number of the minutes of the general meeting is the serial number of the general meeting during the calendar year.

8. The location of the general meeting shall indicate the address at which the meeting was held in person or the address at which written decisions of the owners of premises in an apartment building were transmitted in case of in-person and absentee voting. If the state information system for housing and communal services (hereinafter referred to as the system) is used when holding a general meeting, the address of an apartment building is indicated as the location of the general meeting. If the general meeting lasted several days, the date of the general meeting is indicated as the start date and end date of the general meeting. The place and date of the general meeting specified in the minutes must correspond to the address and date specified in the notice of the general meeting.

9. The title to the content must contain the address of the apartment building, the type of general meeting (annual, extraordinary) and the form of its holding (in-person, absentee, in-person and absentee voting).

11. The introductory part of the minutes of the general meeting includes the following information:

a) about the initiator of the general meeting: for legal entities, the full name and main state registration number (hereinafter referred to as OGRN) of the legal entity are indicated in accordance with its constituent and registration documents; for individuals, the full last name, first name, patronymic (if any) is indicated in accordance with the citizen’s identity document, the number of the premises the owner of which is an individual and the details of the document confirming the ownership of the specified premises;

b) about the person presiding at the general meeting, the secretary of the general meeting, the persons who counted the votes, except for the case when the issue of electing these persons is included in the agenda of the general meeting;

c) about the persons who took part in the general meeting (hereinafter referred to as those present) and those invited to participate in it (hereinafter referred to as those invited);

f) on the total area of ​​residential and non-residential premises in an apartment building;

g) about the agenda;

h) on the presence or absence of a quorum of the general meeting.

12. Information about persons present at the general meeting is indicated after the word “Present” and includes:

A) for individuals - last name, first name, patronymic (if any) of the owner of the premises in an apartment building and (or) his representative (in case of participation in a general meeting), indicated in accordance with the citizen’s identity document, number of the premises in the apartment building , the owner of which is an individual and the details of the document confirming the ownership of the specified premises, the number of votes held by the corresponding person, the name and details of the document certifying the powers of the representative of the owner of the premises in an apartment building (in case of participation in the general meeting), the signature of these persons ;

b) for legal entities - the full name and OGRN of the legal entity in accordance with its constituent and registration documents, the name and details of the document confirming ownership of premises in an apartment building, the number of votes owned by the corresponding person, last name, first name, patronymic (if presence) of a representative of a legal entity, indicated in accordance with the citizen’s identity document, the name and details of the document certifying the powers of the representative of the legal entity, the signature of this person.

13. If there are more than fifteen persons present at the general meeting, information about them can be drawn up in the form of a list in which information about those present is indicated in accordance with paragraph 12 of these Requirements, which is a mandatory appendix to the minutes of the general meeting. In this case, in the minutes of the general meeting, after indicating the total number of those present, the note “The list is attached, Appendix No. ____” is made.

14. Information about persons invited to participate in the general meeting is indicated after the word “Invitees” and includes:

a) for individuals - last name, first name, patronymic (if any) of the person or his representative (in case of participation in the general meeting), indicated in accordance with the citizen’s identity document, the name and details of the document certifying the authority of the representative of the owner of the premises in an apartment building house (in case of participation in a general meeting), the purpose of the person’s participation in the general meeting and his signature;

b) for legal entities - the full name and OGRN of the legal entity in accordance with its constituent and registration documents, surname, first name, patronymic (if any) of the representative of the legal entity, indicated in accordance with the citizen’s identity document, name and details of the identification document powers of a representative of a legal entity, the purpose of this person’s participation in the general meeting and his signature.

15. The text of the main part of the minutes of the general meeting consists of the agenda and separate sections according to the number of issues on the agenda of the general meeting. The agenda of the general meeting indicates the issue or issues that are the subject of consideration at the general meeting in accordance with the notice of the general meeting. If there are several questions, they are numbered and arranged in the order of discussion.

16. Issues on the agenda of the general meeting must be formulated extremely precisely, clearly, reflect the essence of the issues being discussed and not allow for double interpretation. If the wording of the issue on which a decision is made at the general meeting is provided for by the legislation of the Russian Federation, the corresponding wording is indicated in the minutes. It is not allowed to include the item “Miscellaneous” on the agenda of the general meeting, or to combine issues of different content in one wording. If the subject of the issue included in the agenda is the consideration of a document, the full name and details of this document are indicated.

17. The text of the minutes of the general meeting is presented in the third person plural (“listened”, “spoke”, “resolved”, “decided”).

18. The text of each section of the minutes of the general meeting consists of three parts:

a) part 1 - “LISTENED”, which indicates the last name, first name, patronymic (if any) of the speaker, the number and wording of the issue in accordance with the agenda, a summary of the speech or a link to the document attached to the protocol containing the text of the speech. The number and wording of the question in accordance with the agenda is indicated before the word “LISTENED”;

b) part 2 - “SUGGESTED”, which indicates a brief content of the proposal on the issue under consideration, on which a decision will be made and voting will be carried out. In this case, the proposal is formulated extremely precisely, clearly, must reflect the essence of the issue under discussion and not allow for double interpretation. If the wording of the issue on which a decision is made at the general meeting is provided for by the legislation of the Russian Federation, the corresponding wording is indicated in the minutes;

c) part 3 - “DECIDED (DECIDED)”, which indicates the decisions taken on each issue on the agenda, expressed in the wording “for”, “against” or “abstained”, indicating the number and wording of the issue in accordance with the agenda, quantity votes cast for various voting options. The decision may contain one or more points, each of which is numbered.

19. Mandatory appendices to the minutes of the general meeting are:

a) a register of owners of premises in an apartment building, containing information about all owners of premises in an apartment building, indicating the last name, first name, patronymic (if any) of the owners - individuals, the full name and OGRN of legal entities, numbers of premises owned by them, and document details, confirming the ownership rights to the premises, the number of votes owned by each owner of the premises in an apartment building;

b) a notice of holding a general meeting, drawn up in accordance with paragraph 5 of Article 45, paragraph 4 of Article 47.1 of the Housing Code of the Russian Federation (Collection of Legislation of the Russian Federation, 2005, No. 1, Article 14; 2014, No. 30, Article 4264; 2015 , No. 27, Art. 3967, No. 48, Art. 6724), on the basis of which the general meeting is held;

c) a register of delivery of messages to the owners of premises in an apartment building about a general meeting, containing information about the owners of premises in the apartment building (representatives of the owners) to whom the messages were sent, and the method of sending messages, the date of their receipt by the owners of the premises in the apartment building (representatives of the owners), with the exception of the case in which the decision of the general meeting stipulates that the notice of the general meeting is posted in the premises of a given house, determined by such a decision and accessible to all owners of premises in a given house;

d) a list of owners of premises in an apartment building who were present at the general meeting, containing information about the owners of premises in an apartment building (representatives of the owners), provided for