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 legal function 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 professional qualifications, academic degrees and titles, election to positions and other issues. Such protocols refer to the systems of scientific research or educational and methodological documentation (to their certain subsystems, depending on the purpose of creating the protocol and its content).
In business practice, protocols are drawn up business meetings, protocols of intent, protocols for the transfer of confidential information, protocols of disagreements and others in which no 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 for the purpose of confirming settlements are part of the subsystem for cash transactions of the banking documentation system.
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 is established by the Civil Code Russian Federation, Federal Law "On joint-stock companies ah", the requirements of the regulator - Federal Service By 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 documentation), 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 of;
- 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 registered in the Unified state register legal entities name of the legal entity in accordance with its constituent documents and charter, (i.e. with the obligatory indication of the organizational and legal form):
Example 1
Collapse Show
Limited Liability Company "Your Partner"
Example 2
Collapse Show
Closed Joint Stock Company "ABVGD"
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
Collapse Show
Limited Liability Company "Company" The Fifth Element "
Branch "North-Western"
Example 4
Collapse Show
Open Joint Stock Company "Remmekhanizatsiya"
Department of 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 Numeric date formatting
Collapse Show
Example 6 Numerical way to record the date of a meeting that lasted 2 days
Collapse Show
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 protocols of collegiate bodies (supreme management and executive bodies), the alphanumeric method is preferable.
Example 7 Alphanumeric date format
Collapse Show
Example 8 Setting the date of a meeting that lasted 2 days
Collapse Show
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 sequence number of the meeting within calendar year or within the term of office of the collegiate 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
Collapse Show
Kolomna, Moscow region
Example 11
Collapse Show
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
Collapse Show
Example 13 Longitudinal arrangement of the details of the formal part of the protocol
Collapse Show
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
Collapse Show
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
Collapse Show
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
Collapse Show
In attendance: 20 people (list attached)
Surnames and initials of the invitees 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
Collapse Show
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."
Questions are numbered Arabic numerals, are placed on the agenda in order of their importance (or in accordance with the estimated time of discussion) and are drawn up from the red line.
Example 18
Collapse Show
Agenda:
- On approval of the accounting policy for 2011
Report of the Deputy Chief Accountant Krasnov A.I. - 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 those cases when the agenda of the meeting is drawn up as an independent information document and sent to the participants of the meeting and members of the collegiate body in advance, the text of the minutes should include the wording of all the issues discussed. 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 taken, is compiled by the secretary of the meeting, working almost like a simultaneous interpreter, only the speech is “translated” from the 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
Collapse Show
1. LISTENED:
Krasnova A.I. - reported on the main provisions of the accounting policy of the enterprise for 2011. He noted that it was completely revised in connection with the changes made to tax code 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
Collapse Show
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
Collapse Show
Question: Are all fixed asset accounting groups reflected in 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. So, 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 collegiate bodies are formalized, “ power"). 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, with the first digit corresponding to the issue number on the agenda, and the second to the decision number 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.
- 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
Collapse Show
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 collegial 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
Collapse Show
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 an organization, minutes of meetings of project teams/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.
Features of the design of the protocol general meeting participants in the LLC and the protocol of shareholders in the joint-stock company is devoted to 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 p. 33
For information on how to hold a general meeting of shareholders / participants in joint-stock companies and LLCs, read Sergey Rossol's article "Annual Meeting in Business Companies" in the journal "Office work 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 know what is this document how it is compiled, what is its form and content, 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:
- 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.
- 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:
- Date, time of the meeting.
- The place where it was held.
- Information about the participants of the firm who took part in the meeting.
- Information about the results of voting on all issues that were discussed.
- Information about the persons who carried out the counting of votes following the voting results.
- Details of who voted against any item on the agenda, if such persons have requested that the details be included in the minutes.
This mandatory requirements, without their observance, the protocol cannot be recognized as valid, and the meeting as 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:
- Sequence number of the protocol (for office purposes).
- 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).
- 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 another 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. Allowed use technical means in particular videos. 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. Her affixing - great way personalize the document. In addition, the indication of the date is mandatory by law.
According to the requirements of Part 6 of Art. 37 FZ No. 44 protocols are filed in 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:
- Chairman of the meeting.
- 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 could be a sole executive agency; 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 to the order in which the document is sent. For example, it may indicate that copies of the protocol must be received in person, 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, reflects the results of voting on each item on the agenda. It is compiled in writing, is 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
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 federal law dated 08.02.1998 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 solely 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. from March 01 to April 30 of the next calendar year.
Thus, 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.
The question asked can be answered on the basis of 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, library 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 register of decisions of the sole member 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 member 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
Collapse Show
Example 2
"Head" of the decision of the sole participant of an LLC with a complex index
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:
- For all powers within its competence by virtue of law.
- 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 legislative established requirements The corporate document in question, in accordance with business practices, 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 it is the expression “certify the protocol” that is used. 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:
- Signing of the protocol by all participants.
- Signing of the document by a part of the participants who took part in the meeting.
- Through the use of technical means of 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:
- Numbering of the minutes of the general meeting of LLC participants.
- 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 of the collegiate management body of the company;
- 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:
- Sent by registered mail.
- 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, using courier service and so on.
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.
In addition to this, there is statutory a specific case 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 net profit and statements annual report and balance sheet.
If you are going to become the sole founder of an LLC or your already fully functioning enterprise requires amendments to the charter, then you should start all steps to achieve these goals precisely from the execution of the decision of the sole founder (participant). At the legislative level, a specific form is not fixed, and an exhaustive content for registration is not established. this decision. However, in order to avoid misunderstandings with tax authorities, when making a decision, certain strict rules should be followed, one of which is its structure.
The structure of the decision of the sole founder of the LLC must necessarily contain the following elements: a header, the direct text of the decision, a footer (certification of the decision).
Requirements for the content of the decision of the sole founder of LLC
Let's consider 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 "Decision", 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, necessarily 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.
Solution header template
2. Decision.
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, information about the sole founder (participant) is entered.
But depending on the fact, whether it is an individual or a legal entity, different data will be displayed:
- For an individual, the sole founder, you should enter your full name, passport details in full, registration address in full with a postal code.
- The name of the legal entity is entered in full, the legal address in full, TIN, 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 enumeration of these data should be completed with the following text: “made a decision” or “I make a decision”, after which a colon should be put.
Thus, the introductory part of our example with a single founder - individual, Mr. Ivanov will look like this:
After such an introduction, a complete list of the 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 items should answer only one question “what to do?”, capitalized and ended with a period.
An example of the text of the decision:
- Create Limited Liability Company "Rick".
- Approve the full company name in Russian: Limited Liability Company "Rik".
- Approve the abbreviated corporate name in Russian: Rick LLC.
- Approve the location of the company: 125187, Moscow, st. Festivalnaya, 71, office 304.
- Approve the charter of the Limited Liability Company "Rik".
- Determine the authorized capital in the amount of 10,000 (ten thousand), pay 100% authorized capital in cash within 4 months from the date of registration of the company.
- The amount and nominal value of the share of the founder of the company Ivanov Ivan Ivanovich in authorized capital define in the following order:
- share in the amount of 100% of the authorized capital of the company face value 10,000 rubles. - Appoint CEO Ivanov Ivan Ivanovich, passport of a citizen of the Russian Federation 2814 No. 014682 issued by the department of the Federal Migration Service of Russia for the mountains. Moscow in the Krylatskoye district on August 20, 2012, subdivision 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 specified 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 are displayed on a separate line on the left side of the document possible options: "Founder" or "Sole Member" or "Founder's Signature".
Below, also on the left side of the document, the full name of the sole founder should be entered. If they are 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.
Solution certification template:
You should definitely know that the decision of the sole founder does not require additional ways his assurances, including notarial ones. The main thing is that this document should correspond to the above structure, should not have distorted data, corrections and errors. The decision of the sole founder to establish an LLC is attached to the full package of documents and submitted to the tax authorities.
Here everything is standard and quite clear with the design. In this case, you should know a few legal subtleties that help not to make 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 in it:
- The minimum UK LLC must have a size of at least 10,000-00 rubles. Wherein minimum size CC can only be paid in cash. The authorized capital in excess of 10,000 can be paid with property having a monetary value based on the report 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 solution does not allow any kind of blots, data distortions and corrections. Only generally accepted abbreviations of passport data "district", "city", "st." etc. The abbreviation "OOO" is also possible. It is allowed to indicate the name of the LLC and on any foreign language or the language of the peoples of the Russian Federation, if necessary.
- If the decision has more than one sheet, then it should be numbered, stitched, fastened 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 deal.
- Extension of authoritiesChange of the LLC name.
- Creation of an LLC.
