Charter of the tourist organization. Development of constituent documents

Charter of LLC: features of the document and its sample

Since July 2009, a law has been in force in our country, according to which the Charter of an LLC is recognized as the only constituent document of a Limited Liability Company. What is it, what is the Charter for and what points should be paid attention to when developing it? Let's look into this complex issue.

What is the charter of an LLC and why is it needed?

The charter of the organization is the founding document, the provisions of which regulate all the activities of your company. It is required not only for the registration of LLC. but also to determine the rules of relations between the participants of the LLC. This document is developed during the establishment of the Company, before the founders sign another document - the memorandum of association (today it is not one of the constituent documents, but is required for the LLC registration procedure). On the basis of the Charter, not only the registration of the Company takes place, but also changes are made to the registration documents (this may be required when changing the founder, general director, chief accountant, size of the authorized capital, etc.).

Development of the charter of the organization

Given that the Articles of Association clearly spell out all the relationships between the members of the Society, its development should be taken seriously and the creation of this important document should be entrusted to an experienced lawyer who is well versed in the ups and downs of our legislation. He will be able to prepare the necessary document at a high quality level and in a short time. But, of course, the work of such a specialist will require significant financial costs from entrepreneurs, because “manual” work on the development of a charter is not so cheap. But you can still save. This will make a ready-made document template.

In order not to develop the Charter again, you can simply take a sample charter of an enterprise that has already been registered, and, making the necessary changes, according to the characteristics of your business, create your own Charter based on it. This is the easiest and most affordable way to solve the problem of developing a constituent document. Now on many resources, including ours, you can find a template for the charter of an LLC. the main thing is to use as a sample a template of a new sample, which is compiled taking into account all the requirements of the current legislation.

As for the content of the document, it includes several important aspects. Let's start with the fact that today it is not required to enter into the Articles of Association information about the participants in an LLC, as well as information on the size of the shares of each participant in the authorized capital of the Company. This greatly simplifies the procedure for changing LLC data in the event of a change of participants (previously, in this case, changes had to be made to the Articles of Association as well). As for the content of the document itself, it is worth paying close attention to the fact that:

it is obligatory to have both the full and abbreviated name of the Company (if necessary, the name of the LLC in a foreign language or languages of the peoples of the Russian Federation is indicated)

information about the location of the LLC is required (meaning the address)

it is also worth indicating the types of activities, although experts recommend supplementing this paragraph with the wording that the activities of the LLC will not be limited to the types and areas of activity indicated in the document

it is imperative to indicate the limits of competence of the governing bodies of the enterprise (here it is important to have a list of issues that can only be resolved by the general meeting of the Company's participants - if there are several of them)

there must be clear information on the size of the authorized capital of the LLC / share fund (but the size of the shares of participants and the methods of payment for these shares are not indicated)

all rights and obligations of the participants must be clearly stated

the procedure for exiting the Company and the procedure for transferring a share from one participant to another (if at all possible)

in addition, the rules for storing documentation, maintaining document management and the procedure for providing information about the LLC to third parties (if such a need arises) should be prescribed.

Registration of the Charter

Finding a sample LLC Charter today is not difficult. But do not forget that the finished document must be properly formatted. The revised and finished Charter is stitched, its pages are numbered, starting from the second (the title page goes without a number, and the second page is numbered with the number "2"). On the back of the last page, a special sealing sheet is pasted, which indicates the number of laced and numbered pages, the applicant's surname, initials and signature, as well as the seal of the organization (it is only needed to amend the Charter, and cannot be stamped during initial registration).

Experts recommend that you issue not one, but two copies of the originals of the Charter, since some government agencies require exactly two original documents. In addition, it is worth immediately making several copies of the Charter, which are drawn up like the original (stitched, numbered, sealed). In this case, photocopies must be removed from all pages of the document (including the title page), but neither the signature of the head nor the seal is put on the sealing sheet.

LLC with one founder

You can download a sample charter of an LLC with one founder here.

The indication in the Charter of some data depends on the number of founders. So, for example, the Charter of an LLC with one founder has its own characteristics that relate to the address of the enterprise. Such a Company can be registered at the home address of the General Director and indicated in the Articles of Association as the address of the LLC. And the term of office of the head (general director) in such a Charter is determined, as a rule, indefinitely. It should be noted that the sole founder of an LLC can be both an individual and a legal entity, which, in turn, can have several participants. This is not against the law. But, another Company, which also has one founder, can NOT be the sole founder of an LLC.

LLC with two (or more) founders

You can download a sample LLC charter with two (or more) founders here. If an LLC has two or more founders, then the Charter must clearly define the procedure for interaction between them. Of course, first of all, this concerns financial issues. For example, it is worth pointing out whether there is a possibility of free withdrawal of participants from the Company and predetermining the mechanism for protecting and alienating the shares of former founders. In addition, it is imperative to indicate the possibility for participants to exercise the pre-emptive right to buy out shares from other participants if they wish to sell their part of the business. Here you can also specify the pricing criteria for the alienated share (for example, from the value of net assets or at a nominal price).

It is also possible to provide for the possibility of alienating the share of the participant to third parties (this applies to inheritance or donation). But, most importantly, the determination of the procedure, as well as the timing of payment to the former participant of the cost of the alienated share. An example of the Charter of an LLC, where all these important points are spelled out, can be downloaded from the link.

Charter changes

Although, under the current legislation, information about the founders is not included in the Charter of an LLC, there are situations when it is still necessary to make changes to the document. Such situations include a change in the name of a legal entity. address or change in the size of the authorized capital of the Company. Changes can be made by the decision of the participant (if it is an LLC with a single founder) or by the decision of the general meeting.

After the decision to make changes is made, they (changes) must be registered with the relevant state bodies. Only then will they come into force and be considered valid.

How to register the Articles of Association of LLC or amendments to the Articles of Association?

According to the law of our country, the registration of the Charter of an LLC (and amendments) is carried out by the inspection of the Federal Tax Service of Russia at the location of the legal entity (or at the place of residence of the general director - if the home address is indicated in the Charter of an LLC with one founder). Before submitting documents for registration, you must pay the state fee. The registration authority requires the applicant to:

protocol of the decision to establish an LLC with all the information (who decided, when, what authorized capital, who was appointed director, etc.)

application in the form of the Federal Tax Service, with the signature of the applicant certified by a notary

Charter

If you want to register changes to the Charter, then you need to submit to the registering authority: an application for amendments in the form of the Federal Tax Service:

protocol on amendments to the Articles of Association (it is drawn up if the LLC has two or more participants)

decision to make changes (provided if there is only one participant)

charter LLC 2014 in an updated version - with all the necessary changes (as a rule, two copies, one of which will then be returned with the stamp of the Federal Tax Service)

receipt for payment of state duty.

When submitting documents for registration of the Charter, you should carefully and accurately fill in all the fields in the application and pay attention to the fact that the state duty is paid on behalf of the applicant.

Note:

Taxation when trading abroad or How to calculate VAT

The calculation and payment of VAT on exports and imports has its own characteristics. Enterprises involved in the import and export of goods from the territory of Russia have a lot of questions about paying VAT at customs and tax deductions.

LLC Articles of Association Sample

1. General Provisions

1.1. Limited Liability Company NAME, hereinafter referred to as the Company, was established and operates on the basis of this Charter, the Civil Code of the Russian Federation, Federal Law No. 14-FZ of February 8, 1998, on Limited Liability Companies. as well as other applicable legislation. The company is considered established as a legal entity from the moment of its state registration in the prescribed manner.

1.2. The company is a business company, the authorized capital of which is divided into shares. The property liability of the Company and its participants is determined in accordance with the rules of Section 3 of these Articles of Association and in accordance with the current legislation.

1.3. Full corporate name of the Company in Russian:

Limited Liability Company NAME.

Abbreviated name of the Company in Russian: OOO NAME.

1.4. Location of the legal entity:

Russian Federation, Region, Settlement.

1.5. The company was founded for an unlimited period.

1.6. In accordance with this Charter, the members of the Company may include individuals and organizations, including enterprises with the participation of foreign legal entities and citizens, as well as foreign legal entities and citizens recognizing the provisions of this Charter, who have paid their shares in its charter capital.

1.7. The Company has complete economic independence, separate property, has an independent balance sheet, settlement and other, including currency, bank accounts in Russia and abroad, independently acts as a participant in civil transactions on its own behalf, acquires and exercises property and personal non-property rights, bears responsibilities, can act as a plaintiff and defendant in the judiciary.

1.8. In the manner prescribed by law, the Company has the right to create organizations with the rights of a legal entity or participate in their creation.

1.9. The Company may have representative offices and branches in Russia and abroad, as well as participate in the capital of other legal entities. In the event of the establishment of branches and representative offices of the Company, these Articles of Association are amended to reflect information about the respective branches and representative offices.

1.10. To ensure its activities, the Company has a round seal with its name, letterheads, may have a trademark, a service mark registered in the prescribed manner, and other details with symbols.

2. Legal capacity of the Company. The subject and goals of the activity

2.1. The Company is a commercial organization pursuing profit as the main goal of its entrepreneurial activity.

2.2. The Company has general civil legal capacity, has civil rights and bears civil obligations.

2.3. The Company has the right to carry out types of economic activities that correspond to its goals and objectives and do not contradict the law.

2.4. The implementation of activities classified by the legislation as licensed is preceded by the receipt by the Company of the relevant license (licenses) in accordance with the procedure established by law.

If the conditions for granting a special permit (license) to carry out a certain type of activity provide for a requirement to carry out such activity as exclusive, then the Company during the term of the license is entitled to carry out only the types of activities provided for by the license and related activities.

2.5. The Company is obliged to comply with applicable laws, correctly and timely make mandatory payments to the budget and extra-budgetary funds,

Download the full version of the LLC Charter 2015

CHARTER

limited liability company – travel company

1. GENERAL PROVISIONS

1.1. Limited Liability Company "Travel Company" operates on the basis of the Civil Code of the Russian Federation, the Federal Law "On Limited Liability Companies", the Federal Law "On the Basics of Tourist Activities in the Russian Federation" and other legislation of the Russian Federation.

1.2. Organizational and legal form and name of the legal entity.

1.2.1. Organizational and legal form of a legal entity: a limited liability company.

1.2.2. Full company name: Limited Liability Company "Tourist Company".

1.2.3. Abbreviated corporate name: Travel Company LLC.

1.3. Limited Liability Company "Travel Company" hereinafter referred to as the "company" in the text of this charter.

1.4. Location of the society. The sole executive body of the company, the General Director, is located at this address.

1.5. The participants of the company are not liable for its obligations and bear the risk of losses associated with the activities of the company, to the extent of the value of their shares.

1.6. Members of the company who have not fully paid their shares shall be jointly and severally liable for the obligations of the company within the value of the unpaid part of the share of each of the members of the company.

1.7. The Company owns separate property recorded on its independent balance sheet, can acquire and exercise property and personal non-property rights on its own behalf, incur obligations, be a plaintiff and defendant in court.

1.8. The company is considered to be established as a legal entity from the moment of its state registration. The society is created without limitation of term.

1.9. The Company has the right to open bank accounts in the Russian Federation and abroad in accordance with the established procedure.

1.10. The company has a round seal containing its full company name in Russian and an indication of the location of the company.

1.11. The Company has the right to have stamps and letterheads with its own company name, its own emblem, as well as a trademark registered in the prescribed manner and other means of individualization.

1.12. Members of the company can be both Russian and foreign legal entities and individuals.

1.13. The company maintains a list of the company's members indicating information about each member of the company, the amount of its share in the authorized capital of the company and its payment, as well as the size of the shares owned by the company, the dates of their transfer to the company or acquisition by the company. The company is obliged to ensure the maintenance and storage of the list of participants in the company in accordance with the requirements of the Federal Law "On Limited Liability Companies" from the moment of state registration of the company.

1.14. The person exercising the functions of the sole executive body of the company ensures that the information about the participants in the company and about their shares or parts of shares in the authorized capital of the company, about the shares or parts of shares owned by the company, complies with the information contained in the Unified State Register of Legal Entities, and notarized transactions for the transfer of shares in the authorized capital of the company, which became known to the company.

1.15. Each member of the company is obliged to inform the company in a timely manner about changes in information about his name or designation, place of residence or location, as well as information about his shares in the authorized capital of the company. If the company's participant fails to provide information about the change in information about himself, the company shall not be liable for the losses caused in connection with this.

1.16. The company and the participants of the company who did not notify the company of the change in the relevant information are not entitled to refer to the discrepancy between the information specified in the list of participants in the company and the information contained in the Unified State Register of Legal Entities in relations with third parties that acted only taking into account the information specified in the list of participants society.

1.17. In the event of disputes over the discrepancy between the information specified in the list of participants in the company and the information contained in the Unified State Register of Legal Entities, the right to a share or part of the share in the authorized capital of the company is established on the basis of the information contained in the Unified State Register of Legal Entities. disputes arise regarding the inaccuracy of information about the ownership of the right to a share or part of a share contained in the Unified State Register of Legal Entities, the right to a share or part of a share is established on the basis of an agreement or other document confirming that the founder has the right to a share or part of a share.

2. SUBJECT AND OBJECTIVES OF ACTIVITY

2.1. The goals of the company's activities are to expand the market for goods and services, as well as to make a profit.

2.2. To achieve the above goals, the company, in accordance with the legislation of the Russian Federation, carries out the following activities:

realization of tourist and excursion services

tourism and travel on tourist routes

weekend hikes

speleotourism activities

advertising and information services of tourist enterprises and organizations

other services of tourist enterprises and organizations

sightseeing tours

thematic excursions

2.3. The Company may carry out other types of activities and provide other services to individuals and legal entities in various areas of economic and production activities, if they do not contradict the law.

2.4. All of the listed activities are carried out by the company in accordance with the legislation of the Russian Federation:

2.4.1. In order to protect the rights and legitimate interests of citizens and legal entities for the implementation of tour operator activities, the company concludes a civil liability insurance contract for non-fulfillment or improper fulfillment of obligations under the contract for the sale of a tourist product or a bank guarantee for the fulfillment of obligations under the contract for the sale of a tourist product (hereinafter also referred to as financial security ).

2.4.2. Enter information about the implementation by the company of tour operator activities on the territory of the Russian Federation in the Unified Register of Tour Operators.

2.5. Certain types of activities, the list of which is determined by federal law, may be carried out by a company only on the basis of a special permit (license). If the conditions for granting a special permit (license) to carry out a certain type of activity provide for a requirement to carry out such activity as exclusive, the company, during the period of validity of the special permit (license), is entitled to carry out only the types of activities provided for by the special permit (license) and related activities.

2.6. The Company carries out foreign economic activity in accordance with the legislation of the Russian Federation.

3. RESPONSIBILITY OF THE COMPANY

3.1. The Company shall be liable for its obligations with all its property.

3.2. The Company is not liable for the obligations of the participants.

3.3. In case of insolvency (bankruptcy) of the company due to the fault of its participant or through the fault of other persons who have the right to give instructions binding on the company or otherwise have the opportunity to determine its actions, the said participant or other persons in case of insufficiency of the property of the company may be assigned subsidiary liability for his obligations.

3.4. The Russian Federation, constituent entities of the Russian Federation and municipalities are not liable for the obligations of the company, just as the company is not liable for the obligations of the Russian Federation, constituent entities of the Russian Federation, municipalities and is not liable for the obligations of its participants.

4. BRANCHES AND REPRESENTATIVE OFFICES OF THE COMPANY

4.1. The Company may establish branches and open representative offices by decision of the General Meeting of the Company's Members, adopted by a majority of at least two-thirds of the total number of votes of the Company's Members.

4.2. The branch and representative office of the company are not legal entities and act on the basis of the regulations approved by the company. A branch and a representative office shall be endowed with the property that created them by the company.

4.3. The heads of branches and representative offices of the company are appointed by the company and act on the basis of its power of attorney.

4.4. Branches and representative offices of the company carry out their activities on behalf of the company that created them. Responsibility for the activities of the branch and representative offices of the company shall be borne by the company that created them.

5. SUBSIDIARY AND ASSOCIATED COMPANIES

5.1. A company may have subsidiaries and dependent business companies with the rights of a legal entity. The grounds on which a company is recognized as a subsidiary (dependent) are established by law.

5.2. The subsidiary company is not liable for the debts of the main business company. The main business company, which has the right to give instructions to the subsidiary that are binding on it, is jointly and severally liable with the subsidiary for transactions concluded by the latter in pursuance of such instructions.

5.3. In case of insolvency (bankruptcy) of a subsidiary due to the fault of the main economic company, the latter bears subsidiary liability for its debts in case of insufficiency of the property of the subsidiary. Participants in a subsidiary company have the right to demand compensation by the parent company for losses caused through its fault to the subsidiary company.

6. RIGHTS OF MEMBERS OF THE COMPANY

6.1. Members of the company have the right:

participate in the management of the affairs of the company, including by participating in the General Meetings of participants, personally or through their representative

receive information about the activities of the company, get acquainted with the accounting books and other documentation, including the minutes of the General Meetings of Participants, and make extracts from them in the prescribed manner

take part in the distribution of profits receive their share of the profits from the part of the profits to be distributed among the participants, in the prescribed manner

sell or otherwise alienate its share or part of the share in the authorized capital of the company to one or more participants in the company or to another person in the manner prescribed by the charter of the company

withdraw from the company by alienating its share to the company, regardless of the consent of its other participants, or require the company to acquire a share in cases provided for by the Federal Law "On Limited Liability Companies"

receive, in the event of liquidation of the company, part of the property remaining after settlements with creditors, or its value

enjoy other rights granted to him by the legislation of the Russian Federation, this Charter and the General Meeting of the Company's Participants.

6.2. In addition to the above rights, by unanimous decision of the General Meeting of Participants, the participant (participants) may be granted other (additional) rights, which, in the event of alienation of his share or part of the share, do not pass to the acquirer of the share or part of the share.

7. OBLIGATIONS OF MEMBERS OF THE COMPANY

7.1. Members of the society are obliged:

pay for shares in the authorized capital of the company in the manner, in the amount and within the time limits provided for by the Federal Law "On Limited Liability Companies" and the agreement on the establishment of the company

not to disclose confidential information about the activities of the company

comply with the requirements of this charter, comply with the decisions of the company's management bodies adopted by them within their competence

fulfill the obligations assumed in relation to the society and other participants

personally or through his representative to participate in the General Meetings of Participants

assist the society in carrying out its activities.

7.2. The participants of the company also bear other obligations stipulated by the Federal Law "On Limited Liability Companies", these Articles of Association and the General Meeting of Participants. Additional obligations imposed on a certain member of the company, in the event of the alienation of his share or part of the share, do not transfer to the acquirer of the share or part of the share.

7.3. For failure to fulfill obligations, the participant is liable in the manner prescribed by the legislation of the Russian Federation.

8. AUTHORIZED CAPITAL OF THE COMPANY. SHARE IN THE AUTHORIZED CAPITAL OF THE COMPANY

8.1. The authorized capital of the company is set at 10,000 rubles 00 kopecks.

8.2. The authorized capital of the company is made up of the nominal value of the shares acquired by the participants.

8.3. The authorized capital of a limited liability company at the time of registration of the company was paid in full (100%) by its participants in the amount of 10,000 rubles 00 kopecks in cash in the currency of the Russian Federation.

8.4. The authorized capital determines the minimum size of the company's property that guarantees the interests of its creditors.

8.5. It is not allowed to release a member of the company from the obligation to pay for a share in the authorized capital of the company, including by offsetting claims against the company.

8.6. The actual value of the share of a member of the company corresponds to the part of the value of the net assets of the company, proportional to the size of its share.

8.7. Payment for shares in the authorized capital of the company may be made in money, securities, other things or property rights or other rights having a monetary value.

8.8. The monetary value of the non-monetary payment for the share in the authorized capital of the company, contributed by the participant of the company and third parties accepted into the company, is approved by the decision of the General Meeting of the participants of the company, adopted by all participants of the company unanimously.

8.9. In the event that the company's right to use property is terminated before the expiration of the period for which such property was transferred to the use of the company to pay for a share in the authorized capital, the participant in the company who transferred the property is obliged to provide the company, at its request, with monetary compensation equal to the payment for the use of the same property on similar terms for the remainder of the term. Monetary compensation must be provided at a time within 30 days from the moment the company submits a request for its provision. Such a decision is made by the General Meeting of Participants of the Company without taking into account the votes of the member of the Company who transferred to the Company as payment for a share in the authorized capital the right to use the property, which was terminated ahead of schedule.

8.10. The property transferred by a participant expelled or withdrawn from the company for use by the company as payment for a share in the authorized capital remains in the use of the company for the period for which it was transferred.

8.11. An increase in the authorized capital of a company is allowed after full payment of all its shares.

8.12. The increase in the authorized capital of the company can be carried out at the expense of the property of the company, and (or) at the expense of additional contributions from the participant of the company, and (or) at the expense of contributions from third parties accepted by the company. The procedure for increasing the authorized capital is carried out in accordance with Articles 18, 19 of the Federal Law "On Limited Liability Companies".

8.13. The company has the right, and in the cases provided for by the Federal Law "On Limited Liability Companies", is obliged to reduce its authorized capital.

8.14. The reduction of the authorized capital of the company may be carried out by reducing the nominal value of the shares of all participants in the company in the authorized capital of the company and (or) the redemption of shares owned by the company.

8.15. The company is not entitled to reduce its authorized capital if, as a result of such a decrease, its size becomes less than the minimum amount of the authorized capital determined in accordance with the Federal Law "On Limited Liability Companies" as of the date of submission of documents for state registration of the relevant changes in the company's charter, and in in cases where, in accordance with the Federal Law "On Limited Liability Companies", the company is obliged to reduce its authorized capital, - on the date of state registration of the company.

8.16. The procedure for reducing the authorized capital is carried out in accordance with Article 20 of the Federal Law "On Limited Liability Companies".

9. TRANSFER OF THE SHARE (PART OF THE SHARE) OF THE COMPANY'S MEMBER IN THE COMPANY'S CHARTER CAPITAL TO OTHER COMPANY MEMBERS AND THIRD PARTIES. WITHDRAWAL FROM SOCIETY

9.1. The transfer of a share or part of a share in the authorized capital of a company to one or more participants in this company or to third parties is carried out on the basis of a transaction, by way of succession or on another legal basis.

9.2. A participant in a company has the right to sell or otherwise alienate his share or part of a share in the authorized capital of the company to one or more participants in this company. The consent of other members of the company or the company to make such a transaction is not required. Sale or alienation in any other way of a share or part of a share in the authorized capital of the company to third parties is allowed with the consent of other participants in the company.

9.3. The share of a member of the company may be alienated before its full payment only in the part in which it is paid.

9.4. Members of the company shall enjoy the pre-emptive right to purchase a share or part of a share of a member of the company at an offer price to a third party or at a price different from the offer price to a third party and predetermined by the charter of the company (hereinafter referred to as the price predetermined by the charter) in proportion to the size of their shares. Assignment of pre-emptive rights to purchase a share or part of a share in the authorized capital of a company is not allowed.

9.5. A member of the company who intends to sell his share or part of the share in the authorized capital of the company to a third party is obliged to notify in writing the other members of the company and the company itself by sending through the company at his own expense an offer addressed to these persons and containing an indication of the price and other conditions of sale . An offer to sell a share or part of a share in the authorized capital of the company is considered received by all participants in the company at the time it is received by the company. At the same time, it can be accepted by a person who is a member of the company at the time of acceptance, as well as by the company in cases provided for by the Federal Law "On Limited Liability Companies". An offer shall be considered not received if, no later than on the day of its receipt by the company, the participant of the company received a notice of its withdrawal. Revocation of an offer for the sale of a share or part of a share after it has been received by the company is allowed only with the consent of all participants in the company. Members of the company have the right to exercise the preemptive right to purchase a share or part of a share in the authorized capital of the company within thirty days from the date of receipt of the offer by the company. of the entire share offered for sale or not all of the part of the share offered for sale, other members of the company may exercise the preemptive right to purchase a share or part of a share in the authorized capital of the company in the relevant part in proportion to the size of their shares within the remaining part of the period for exercising their preemptive right to purchase a share or part of a share .

9.6. The pre-emptive right to purchase a share or part of a share in the authorized capital of the company from a participant terminates on the day:

submission of a written application for refusal to use this pre-emptive right in the manner prescribed by this paragraph

expiration of the period of use of this pre-emptive right.

Applications of the company's participants to refuse to use the pre-emptive right to purchase a share or part of a share must be received by the company before the expiration of the period for exercising the said pre-emptive right established in accordance with clause 9.5 of this article.

9.7. If within thirty days from the date of receipt of the offer by the company, the participants in the company do not use the preemptive right to purchase a share or part of a share in the authorized capital of the company offered for sale, including those resulting from the use of the preemptive right to purchase not the entire share or not the entire part of the share or the waiver of individual participants of the company from the pre-emptive right to purchase a share or part of a share in the authorized capital of the company, the remaining share or part of the share may be sold to a third party at a price that is not lower than the price established in the offer for its participants, and on the conditions that were communicated to him participants.

9.8. Shares in the authorized capital of the company are transferred to the heirs of citizens and to the legal successors of legal entities that were members of the company, with the consent of the other participants in the company. participants of a liquidated legal entity - a member of the company, the owner of the property of a liquidated institution, a state or municipal unitary enterprise - a member of the company, the actual value of the share or part of the share, determined on the basis of the financial statements of the company for the last reporting period preceding the day of death of the company's participant, the day the reorganization is completed, or liquidation of a legal entity, or, with their consent, to give them property in kind of the same value.

9.9. When selling a share or part of a share in the authorized capital of a company at a public auction, the rights and obligations of a company participant in respect of such a share or part of a share are transferred with the consent of the company's participants.

9.10. A transaction aimed at the alienation of a share or part of a share in the authorized capital of a company is subject to notarization, with the exception of cases established by law.

9.11. The share or part of the share in the authorized capital of the company passes to its acquirer from the moment of notarization of the transaction aimed at alienating the share or part of the share in the authorized capital of the company, or in cases that do not require notarization, from the moment the corresponding changes are made to the Unified State Register of Legal Entities on the basis of legal documents.

9.12. The acquirer of a share or part of a share in the authorized capital of the company shall be transferred all the rights and obligations of a member of the company that arose before the transaction aimed at alienating the specified share or part of the share in the authorized capital of the company, or before the occurrence of another basis for its transfer, with the exception of additional rights and additional responsibilities. A participant in a company that has alienated its share or part of a share in the authorized capital of the company shall be liable to the company for making a contribution to the property that arose prior to the transaction aimed at alienating the said share or part of the share in the authorized capital of the company, jointly with its acquirer.

9.13. If the consent of the company's participants to the transfer of a share or part of a share, provided for in accordance with clause 9.9 of this Charter, is not received, the share or part of the share shall be transferred to the company on the day following the date of expiration of the period established by the company's charter for obtaining such consent of the company's participants. At the same time, the company is obliged to pay to the person who acquired a share or part of a share in the authorized capital of the company at a public auction, the actual value of the share or part of the share, determined on the basis of the company's financial statements for the last reporting period preceding the day the share or part of the share was acquired at a public auction or, with their consent, to give them in kind property of the same value.

9.14. If a member of the company withdraws from the company in accordance with paragraphs 9.18 - 9.20 of this Charter, his share shall be transferred to the company. The company is obliged to pay to the member of the company who submitted an application for withdrawal from the company, the actual value of his share in the authorized capital of the company, determined on the basis of the financial statements of the company for the last reporting period preceding the day of filing an application for withdrawal from the company, or, with the consent of this member of the company, issue to him in kind property of the same value, or in case of incomplete payment by him of the share in the authorized capital of the company, the actual value of the paid part of the share. The company is obliged to pay the participant of the company the actual value of his share or part of the share in the authorized capital of the company or to give him property in kind of the same value within three months from the date of the occurrence of the corresponding obligation. Provisions establishing a different time period or procedure for paying the actual value of a share or part of a share may be provided for by the charter of the company upon its establishment, when amendments are made to the charter of the company by decision of the general meeting of participants in the company, adopted by all participants in the company unanimously. The exclusion from the charter of the company of these provisions is carried out by decision of the General Meeting of the participants of the company, adopted by two-thirds of the votes of the total number of votes of the participants in the company.

9.15. The share or part of the share passes to the company from the date:

receipt by the company of the demand of a member of the company for its acquisition
receipt by the company of an application from a company participant to withdraw from the company, if the right to withdraw from the participant’s company is provided for by the charter of the company
expiration of the payment period for a share in the authorized capital of a company or the provision of compensation provided for in paragraph 3 of Article 15 of the Federal Law "On Limited Liability Companies"
entry into force of a court decision on the exclusion of a member of the company from the company
obtaining from any member of the company a refusal to give consent to the transfer of a share or part of a share in the authorized capital of the company to the heirs of citizens or legal successors of legal entities who were members of the company, or to transfer such a share or part of the share to the founders (participants) of a liquidated legal entity - a member of the company, to the owner of the property of a liquidated institution, a state or municipal unitary enterprise - a member of the company, or to a person who has acquired a share or part of a share in the authorized capital of the company at public auction
payment by the company of the actual value of a share or part of a share owned by a member of the company, at the request of its creditors.

9.16. Documents for state registration of the relevant changes must be submitted to the body carrying out state registration of legal entities within a month from the date of transfer of a share or part of a share to the company. These changes become effective for third parties from the moment of their state registration.

9.17. The company is obliged to pay the actual value of the share or part of the share in the authorized capital of the company or to give in kind property of the same value within one year from the date of transfer of the share or part of the share to the company. The actual value of a share or part of a share in the authorized capital of the company is paid out of the difference between the value of the net assets of the company and the size of its authorized capital. If such a difference is not enough, the company is obliged to reduce its authorized capital by the missing amount.

9.18. A participant in a company has the right to withdraw from the company by alienating a share to the company, regardless of the consent of its other participants or the company.

9.19. The withdrawal of the participants of the company from the company, as a result of which not a single participant remains in the company, as well as the exit of the sole participant of the company from the company, is not allowed.

9.20. Withdrawal of a member of the company from the company does not release him from the obligation to the company to make a contribution to the property of the company that arose before filing an application for withdrawal from the company.

10. MANAGEMENT IN SOCIETY

10.1. The supreme body of the company is the General meeting of participants in the company. The general meeting of the company's participants may be regular or extraordinary.

10.2. All members of the company have the right to attend the General Meeting of Members of the Company, take part in the discussion of agenda items and vote when making decisions.

10.3. Each member of the company has a number of votes at the General Meeting of Members of the Company, proportional to his share in the authorized capital of the company, except for the cases provided for by the Federal Law "On Limited Liability Companies".

10.4. Management of the current activities of the company is carried out by the sole executive body of the company. The sole executive body of the company is accountable to the General Meeting of Members of the Company.

10.5. Once a year, the company holds a regular General Meeting of Members. The Annual General Meeting of Participants is held no earlier than 2 months and no later than 4 months after the end of the financial year. The next General meeting of participants of the company is convened by the executive body of the company.

10.6. The competence of the General Meeting of Members of the Company includes:

determining the main directions of the company's activities, as well as making decisions on participation in associations and other associations of commercial organizations
changing the charter of the company, including changing the size of the authorized capital of the company
formation of the executive bodies of the company and early termination of their powers, as well as making a decision on the transfer of powers of the sole executive body of the company to the manager, approval of such a manager and the terms of the contract with him
election and early termination of powers of the audit commission (auditor) of the company
approval of annual reports and annual balance sheets
making a decision on the distribution of the company's net profit among the company's participants
approval (adoption) of documents regulating the internal activities of the company (internal documents of the company)
making decisions on the placement of bonds and other issue-grade securities by the company
appointment of an audit, approval of the auditor and determination of the amount of payment for his services
making a decision on the reorganization or liquidation of the company
appointment of a liquidation commission and approval of liquidation balance sheets
making decisions on the establishment of branches and representative offices
approval of regulations on branches and representative offices of the company
appointment of heads of branches and representative offices of the company
election of the Secretary of the General Meeting of Participants
adoption of a decision on the transfer of disputes of the company with third parties for consideration by arbitration courts
determination of a member of the company signing on behalf of the company an agreement with the sole executive body of the company
resolution of other issues stipulated by the legislation of the Russian Federation.

10.7. Issues referred to the exclusive competence of the General Meeting of Participants of the Company cannot be transferred to them for decision by the executive bodies of the company, the board of directors of the company, except as provided for by the Federal Law "On Limited Liability Companies".

10.8. Decisions on the issues specified in subparagraphs 1 - 9, 11 - 18 of paragraph 10.6 of Article 10 of this Charter, as well as on other issues determined by the charter of the company, are taken by a majority of at least 2/3 of the total number of votes of the company's participants (if a larger number is needed votes for making such a decision is not provided for by the Federal Law "On Limited Liability Companies").

10.9. Decisions on the issues specified in subparagraph 10 of paragraph 10.6 of Article 10 of this Charter are taken by all participants of the company unanimously.

10.10. Decisions on other issues are made by the General Meeting by a majority vote of the total number of votes of the company's participants, unless the need for a larger number of votes to make such decisions is provided for by the Federal Law "On Limited Liability Companies".

10.11. In a company consisting of one participant, decisions on issues within the competence of the General Meeting of Participants are taken by the sole participant individually and are drawn up in writing. At the same time, the provisions of Articles 34, 35, 36, 38 and 43 of the Federal Law "On Limited Liability Companies" do not apply, with the exception of the provisions relating to the timing of the annual General Meeting of the Company's Participants.

10.12. In the event of an increase in the number of participants in the company, decisions on all issues of the company's activities are made by the General Meeting of the participants in the company.

11. SOLE EXECUTIVE BODY OF THE COMPANY (DIRECTOR)

11.1. The sole executive body of the company (General Director) is elected by the General Meeting of Participants of the company for a period of 5 (five) years. The sole executive body of the company may also be elected not from among its participants.

11.2. An agreement between the company and the person exercising the functions of the sole executive body of the company is signed on behalf of the company by the person who chaired the General Meeting of the Company's Participants, at which the person exercising the functions of the sole executive body of the company was elected, or by the company's participant authorized by the decision of the General Meeting of the Company's Participants.

11.3. Only an individual may act as the sole executive body of the company.

11.4. Company General Director:

acts on behalf of the company without a power of attorney, including representing its interests and making transactions
issues powers of attorney for the right to represent on behalf of the company, including powers of attorney with the right of substitution
issues orders on the appointment of employees of the company, on their transfer and dismissal, applies incentive measures and imposes disciplinary sanctions
represents the company in relations with any Russian and foreign citizens and legal entities
ensures the implementation of the company's activity plans, concluded contracts
approves the rules, procedures and other internal documents of the company, with the exception of documents, the approval of which is within the competence of the General Meeting of Participants or the Board of Directors
prepares materials, projects and proposals on issues submitted for consideration by the General Meeting of Participants or the Board of Directors
approves the staffing of the company, its branches, representative offices, separate divisions
opens settlement, currency and other accounts of the company in banking institutions
exercises other powers that are not referred by the Federal Law "On Limited Liability Companies", this charter of the company to the competence of the General Meeting of Participants of the company.

11.5. The sole executive body of the company must act in the interests of the company in good faith and reasonably.

11.6. The sole executive body of the company is liable to the company for losses caused to the company by its guilty actions (inaction), unless other grounds and amount of liability are established by federal laws.

11.7. When determining the grounds and amount of liability of the sole executive body of the company, the usual conditions of business transactions and other circumstances relevant to the case must be taken into account.

11.8. If, in accordance with the provisions of this article, several persons are liable, their liability to the company is joint and several.

11.9. With a claim for compensation for losses caused to the company by the sole executive body of the company, the company or its participant has the right to apply to the court.

12. DISTRIBUTION OF THE COMPANY'S PROFIT BETWEEN THE COMPANY'S MEMBERS

12.1. The company has the right to make a decision on the distribution of its net profit among the participants of the company quarterly, once every six months or once a year. The decision to determine the part of the company's profit to be distributed among the company's participants is made by the General Meeting of the company's participants.

12.2. The part of the company's profit intended for distribution among the participants is distributed in proportion to their shares in the authorized capital of the company.

12.3. The company is not entitled to make a decision on the distribution of its profits among the participants of the company:

until full payment of the entire authorized capital of the company

before payment of the actual value of the share or part of the share of a company member in cases provided for by the Federal Law "On Limited Liability Companies"

if at the time of making such a decision the company meets the signs of insolvency (bankruptcy) in accordance with the federal law on insolvency (bankruptcy) or if the indicated signs appear in the company as a result of such a decision

if at the time of making such a decision, the value of the net assets of the company is less than its authorized capital and reserve fund or becomes less than their size as a result of such a decision

12.4. The company is not entitled to pay out to the participants of the company the profit, the decision on the distribution of which among the participants of the company has been made:

if at the time of payment the company meets the signs of insolvency (bankruptcy) in accordance with the federal law on insolvency (bankruptcy) or if the indicated signs appear in the company as a result of payment

if at the time of payment the value of the net assets of the company is less than its authorized capital and reserve fund or becomes less than their size as a result of payment

in other cases stipulated by federal laws.

Upon termination of the circumstances specified in this paragraph, the company is obliged to pay the participants of the company the profit, the decision on the distribution of which among the participants of the company has been made.

13. AUDIT OF THE COMPANY

13.1. In order to check and confirm the correctness of the company's annual reports and balance sheets, as well as to check the state of the company's current affairs, it has the right, by decision of the General Meeting of the company's participants, to engage a professional auditor who is not connected by property interests with the company, the person exercising the functions of the sole executive body of the company, and the participants society.

The constituent documents of an enterprise include: - the charter of an enterprise (when an enterprise of any form of ownership is established) - a memorandum of association (if the founders include two or more persons) or a decision of the founder to establish an enterprise (if one person acts as founders) - a statement of the founder or a person authorized by the founders for state registration. Preparation of constituent documents is the first step in the creation of a tourism enterprise. The list and content of constituent documents depends on the chosen organizational and legal form of the future enterprise. The charter is a set of rules that establish the order and organization of the enterprise. This is an important document, and its compilation should be treated with the utmost care.

Charter of a limited liability company - a travel company

Hotline 8 800 333-14-84 watch video The charter of a travel company is the main founding document of the company, which confirms its creation. On this page you can download a sample charter of a travel company.

Download a package of documents Update date: 2018-01-10 Useful information Descriptions Document constructor LLC Documents for LLC Other documents LLC Charter of a travel agency FreshDoc service is not only a library of templates, our service allows you to automate work with documents. Each template is configured individually, thanks to the designer built into the site.

Thus, you get not just a sample document, but a ready-to-use charter of a travel company. All documents are drawn up within the framework of the current legislation of the Russian Federation.
This significantly reduces the time for their preparation and reduces legal risks.

Charter of a travel company

Russian Federation (if any); 4. document confirming the payment of the state fee. The procedure and term for the submission of documents by an individual to the registering authority is similar to the procedure and term for registering a legal entity.
Based on the decision made by the registration authority and the entry made by it in the unified state register of individual entrepreneurs, the company is considered registered and, therefore, has the right to engage in travel agency activities. ■ Certificate of registration with the tax authority; ■ Certificates of registration in off-budget funds. The statutory documents that are private for tour processing are financial security for the right to carry out tour operator activities, as well as quality certificates and certificates of compliance with state standards of services offered by travel agencies.

Charter of a limited liability company - a travel company

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That is, when one of the parties (most often it is a tour operator) transfers a large amount (in cash or in kind) to the other against future settlements. For example, a tour operator finances the renovation of a hotel for the future service of its tourists.

The meaning of reconciliation acts is the mutual control by the parties of their own expenses. Reconciliations are carried out regularly, and the disagreement of one of the parties with the content of the reconciliation acts is the basis for referring the case for consideration to the arbitration court.

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The name of the company can be anything, and it depends only on the imagination and taste of the founders. However, in order to continue the success of the enterprise, it is necessary to take into account a number of principles when choosing a company name. one.

Name change. You get used to the name, it just sticks in your memory. This facilitates business contacts. When choosing a name, you need to think about its immutability.

2. Association with manufactured products, with its characteristic pleasant features. A well-chosen name contributes to the creation of an original and beautiful emblem of the organization, a trademark, etc. However, when choosing a name, the boundaries of the company's activities are outlined rather conditionally, excessive rigidity should be avoided, since the nature of the activity may change in the future. 3. Brevity, euphony, aesthetics.

Charter of a limited liability company - a travel company

On the title page of the charter in the upper right corner is the date of its establishment and the signature of the founder. If the charter is established by the decision of the meeting of founders, the date of the meeting and the number of the minutes are indicated.

Before submitting for state registration, the charter must be stitched. Memorandum of Association - a document regulating the conditions and procedure for joint activities of the founders and containing the following information: - on the size and composition of the statutory fund; - the order of distribution of profits; - the amount and procedure for changing the shares, shares or shares of each of the participants in the authorized fund; - the amount, composition, timing and procedure for making contributions by participants; — on the responsibility of participants for violation of obligations to make contributions, etc. The memorandum of association is concluded if there are several founders. When preparing the constituent documents of the created organization, the question arises of choosing a name.

Documents in tourism activities, their classification.

Certificate of state registration of the company - tour operator, travel agent. State registration is the main condition for doing business.

According to Article 12 of the Federal Law “On State Registration of Legal Entities and Individual Entrepreneurs”, in order to register a tour operator company, it is necessary to submit the following documents to the registering authority: 1) an application for state registration. The application form is approved by the Government of the Russian Federation. 2) a decision to create a legal entity in the form of a protocol, agreement or other document in accordance with the legislation of the Russian Federation; 3) constituent documents of a legal entity (originals of the Charter, Memorandum of Association or notarized copies); 4) a document confirming the payment of the state fee (2000 rubles).

Charter of a travel agency sample

If the location is determined by the permanent location of its governing bodies, then in addition to indicating a specific address, it must be indicated which permanent governing body is permanently located at this address and the reason for placing this body at this address (a contract for the sale of premises registered in the prescribed manner , certificate of ownership, other real right, lease agreement, etc.). Postal address - the address (zip code, city, street, house, premises) at which communication is carried out with the legal entity.

Information about the postal address may be contained in the founding documents. The residential premises in which the founder (participant or shareholder) or the head (single executive body) of the legal entity lives can be used as a postal address.

travel agency charter example

Accounting documents mainly regulate the following areas of travel agency work: ■ cash and non-cash payments; ■ observance of cash discipline; ■ payment of established taxes and fees; ■ payroll for employees; ■ monetary or property relations between the founders of the firm; ■ inventory and accounting of the firm's funds; ■ accumulation of reserve funds; ■ accounting and control of receivables and payables of the company. The listed relations are regulated by a large amount of accounting documentation, which, in turn, can also be classified into several groups: ■ bank documents (payment orders, bills, invoices, etc.); ■ cash documents (orders, cash book, etc.); ■ documents on the accounting of material assets or documents of strict accountability; § payroll documents (sheets).

Below is a sample LLC charter in general form, this option is suitable for those who have already dealt with the drafting of charters for legal entities and are looking for a basic version. If you are just registering a company and you need an individual charter with all the changes and amendments of 2019, we recommend that you create it in our service:

If one founder:
APPROVED
decision No. 1 of the sole founder

from xx____________ 202x

If there are several founders:
APPROVED
decision of the general meeting of participants
Limited liability companies "_____________________"
Minutes No. 1 dated xx____________ 202x

U S T A V
Limited liability companies
«_____________________»

Moscow city
2019

1. NAME, LOCATION AND TERM OF ACTIVITY OF THE COMPANY

1.1. This Charter determines the procedure for organizing and operating a commercial organization - Limited Liability Company "_____________________", hereinafter referred to as the "Company", established in accordance with the current legislation of the Russian Federation, including Federal Law No. 14-FZ of February 8, 1998 "On limited liability companies” (hereinafter referred to as the “Law”).
1.2. Names of the Society:

The full corporate name of the Company in Russian is Limited Liability Company "_____________________".

The abbreviated name of the Company in Russian is “________________” LLC.
1.3. The location of the Company is determined by the place of its state registration. The company is registered at the address: index, g._____________________, st. __________, d. ____, office. _______.

1.4. The Company is a non-public commercial corporate organization.

1.5. The Company was established without limiting the period of its activity.

2. MEMBERS OF THE COMPANY

2.1. Member of the Company - a person owning a share in its authorized capital.
2.2. Members of the Company may be any individuals and legal entities that, in accordance with the procedure established by the legislation of the Russian Federation and these Articles of Association, have acquired a share in the authorized capital of the Company, with the exception of those persons for whom the legislation of the Russian Federation establishes a restriction or prohibition on participation in economic Companies.
2.3. The number of members of the Society should not exceed fifty. If the number of participants exceeds the established limit, the Company is subject to transformation into a joint-stock company within one year.
2.4. The Company ensures, in accordance with the requirements of the Law, the maintenance and storage of a list of the Company's members indicating information about each member of the Company, the amount of its share in the authorized capital of the Company and its payment, as well as the amount of shares owned by the Company, the dates of their transfer to the Company or acquisition by the Company.

3. OBJECTIVES AND ACTIVITIES OF THE COMPANY

3.1. The purpose of the Company's activities is to achieve maximum economic efficiency and profitability, the most complete and high-quality satisfaction of the needs of individuals and legal entities in the Company's products, works and services.
3.2. The main activities of the Company are:

type of activity according to OKVED without code;
etc.

3.3. The Company has the right to carry out any other types of activities not prohibited by the legislation of the Russian Federation.
3.4. Certain types of activities, the list of which is determined by the federal laws of the Russian Federation, may be carried out by the Company only on the basis of a special permit.

4. LEGAL STATUS OF THE COMPANY

4.1. The company is considered to be established as a legal entity from the moment of its state registration.
4.2. The Company owns separate property recorded on its independent balance sheet, can acquire and exercise property and personal non-property rights on its own behalf, incur obligations, be a plaintiff and defendant in court.
The Company may have civil rights and bear civil obligations necessary for the implementation of any types of activities not prohibited by federal laws, if this does not contradict the subject and goals of the Company's activities.
4.3. The Company shall be liable for its obligations with all its property.
4.4. The Company is not liable for the obligations of the state and its bodies, as well as for the obligations of its members. The state and its bodies are not responsible for the obligations of the Company. Members of the Company are not liable for its obligations and bear the risk of losses associated with the activities of the Company, within the value of their shares in the authorized capital of the Company.
Members of the Company who have not fully paid their shares shall be jointly and severally liable for the obligations of the Company to the extent of the value of the paid and unpaid parts of their shares in the authorized capital of the Company.
4.5. The Company can create independently or participate in the establishment of newly created legal entities, including with the participation of foreign legal entities and individuals, as well as create its own branches and open representative offices, both in Russia and abroad.
4.6. Subsidiaries and dependent business companies are legal entities and are not liable for the obligations of the Company, and the Company is not liable for the obligations of such companies, except as otherwise provided by the legislation of the Russian Federation.
4.7. The working language of the Society is Russian. All documents related to the activities of the Company are drawn up in the working language.
4.8. The company has a round seal, stamps and forms with its name. The company may have a trademark, as well as a company logo and other means of individualization.
4.9. Society has an independent balance sheet. The Company has the right to open bank accounts in the territory of the Russian Federation and abroad.

5. BRANCHES AND REPRESENTATIVE OFFICES OF THE COMPANY

5.1. Branches and representative offices of the Company act on behalf of the Company on the basis of their Regulations , are not legal entities, are endowed with property at the expense of the Company's own property.
The Company is liable for obligations related to the activities of branches and representative offices of the Company.
5.2. The decision on the establishment of branches and representative offices and their liquidation, the approval of the Regulations on them, as well as the introduction of appropriate amendments to this Charter, are made by the General Meeting of the Company's Participants in accordance with the legislation of the Russian Federation and the country of establishment of branches and representative offices.
The head of a branch or representative office of the Company is appointed by the Sole Executive Body of the Company and acts on the basis of a power of attorney issued by the Company.
5.3. Information about branches and representative offices of the Company: none.

6. AUTHORIZED CAPITAL OF THE COMPANY

6.1. The authorized capital of the Company determines the minimum amount of the Company's property that guarantees the interests of its creditors, and consists of the nominal value of the shares of the Company's members.
6.2. The authorized capital of the Company is equal to __________ (amount in words) RUB.
6.3. The company may increase or decrease the size of the authorized capital. The change in the size of the authorized capital is carried out by decision of the General Meeting of Participants. The decision to change the size of the authorized capital of the Company shall enter into force after the relevant amendments are made to this Charter and their state registration in accordance with the procedure established by law.
6.4. An increase in the authorized capital of the Company is allowed only after its full payment.
The increase in the authorized capital of the Company may be carried out at the expense of the property of the Company and (or) at the expense of additional contributions of the members of the Company to the authorized capital, and (or) at the expense of contributions to the authorized capital of third parties accepted as members of the Company.
The procedure for increasing the authorized capital is determined by the Law.
6.5. In the event of an increase in the authorized capital, participants may contribute money, securities, other things or property rights, or other rights having a monetary value as payment for shares.
6.6. The Company has the right, and in the cases provided for by the Law, is obliged to reduce its authorized capital.
The authorized capital can be reduced by reducing the nominal value of the shares of all participants in the authorized capital of the Company and (or) redemption of the shares owned by the Company.
The procedure for reducing the authorized capital is determined by the Law.

7. RIGHTS AND OBLIGATIONS OF PARTICIPANTS. TRANSFER OF A SHARE IN THE AUTHORIZED CAPITAL. WITHDRAWAL OF A PARTICIPANT FROM THE COMPANY

7.1. Members of the Society have the right:
- participate in the management of the Company's affairs in the manner prescribed by the Law and these Articles of Association, including attending the General Meeting of the Company's Members, making proposals for the inclusion of additional issues on the agenda of the General Meeting of the Company's Members, participating in the discussion of agenda items and voting upon adoption decisions;
- receive information about the activities of the Company and get acquainted with its accounting books and other documentation in the manner prescribed by this Charter;
- take part in the distribution of profits;
- sell or otherwise alienate their shares or parts of shares in the authorized capital of the Company to one or more members of the Company or to another person in the manner prescribed by the Law and these Articles of Association;
- acquire a share (part of a share) of another member of the Company at the offer price to a third party in proportion to the size of its shares in the manner prescribed by the Law and these Articles of Association (preemptive right to purchase);
- pledge their shares or parts of shares in the authorized capital of the Company to another member of the Company or, with the consent of the General Meeting of Members of the Company, to a third party. The decision of the General Meeting of Members of the Company to give consent to the pledge of a share or part of a share in the authorized capital of the Company owned by a member of the Company shall be made by a majority of votes of all members of the Company. The votes of a member of the Company who intends to pledge his share or part of the share are not taken into account when determining the voting results;
- withdraw from the Company by alienating its shares to the Company or demand the acquisition by the Company of a share in the cases provided for by the Law;
- receive, in the event of liquidation of the Company, a part of the property remaining after settlements with creditors, or its value in accordance with the size of their shares in the authorized capital of the Company.
Participants also have other rights provided for by the Law and this Charter.
7.2. In addition to those specified in clause 7.1. of this Charter of rights, a participant (s) of the Company may be granted additional rights by making appropriate additions to this section of the Charter.
Additional rights granted to a certain member of the Company, in the event of the alienation of his share or part of the share to the acquirer, do not transfer to the acquirer.
The Member of the Company, who has been granted additional rights, may refuse to exercise the additional rights belonging to him by sending a written notice to the Company. From the moment the Company receives the said notice, the additional rights of a member of the Company shall cease.
7.3. Members of the Society are obliged:
- pay for shares in the authorized capital of the Company in the manner, in the amount and within the time limits stipulated by the Law and the agreement on the establishment of the Company;
- to make contributions to the property of the Company by decision of the General Meeting of Members of the Company;
- not to disclose information about the activities of the Company, in respect of which there is a requirement to ensure its confidentiality;

Obtain the consent of the other members of the Company for the alienation, other than by selling, of their shares or parts of shares to third parties;

Obtain the consent of the General Meeting of Participants to transfer their shares or parts of shares as a pledge to other members of the Company or third parties;
- timely inform the Company about changes in information about their name or designation, place of residence or location, as well as information about their shares in the authorized capital of the Company. If a member of the Company fails to provide information about a change in information about himself, the Company shall not be liable for the losses caused in connection with this.
Participants also bear other obligations stipulated by the Law.
7.4. In addition to those specified in clause 7.3. of this Charter of Duties, a participant (participants) may be assigned additional responsibilities by making appropriate additions to this section of the Charter.
Additional obligations assigned to a certain member of the Company, in the event of the alienation of his share or part of the share to the acquirer, do not transfer to the acquirer.
7.5. Members of the Company enjoy the pre-emptive right to purchase a share or part of a share of a member of the Company at the offer price to a third party in proportion to the size of their shares.
If the members of the Company did not use their pre-emptive right to purchase a share or part of the share of a member of the Company, the Company has the pre-emptive right to purchase it at the offer price to a third party.
7.6. A member of the Company who intends to sell his share or part of the share in the authorized capital of the Company to a third party is obliged to notify the other members of the Company and the Company itself in writing about this by sending through the Company at his own expense a notarized offer addressed to these persons and containing an indication of the price and other terms of sale. An offer for the sale of a share or part of a share in the authorized capital of the Company is considered received by all members of the Company at the time of its receipt by the Company. At the same time, it can be accepted by a person who is a member of the Company at the time of acceptance, as well as by the Company in cases provided for by this Charter and the Law. The offer shall be considered not received if no later than the day of its receipt by the Company, the Company's participants received a notice of its withdrawal. Revocation of an offer for the sale of a share or part of a share after it has been received by the Company is only allowed with the consent of all members of the Company.
Members of the Company have the right to use the pre-emptive right to purchase a share or part of a share in the authorized capital of the Company within 30 (thirty) days from the date of receipt of the offer by the Company.
The decision on the acquisition by the Company of a share or part of a share not acquired by the members of the Company is made by the sole executive body of the Company. The sole executive body of the Company must decide on the acquisition no later than 10 (ten) days from the date of expiration of the thirty-day period from the date of receipt of the offer by the Company.
The pre-emptive right to purchase a share or part of a share in the authorized capital of the Company from the participants and from the Company shall terminate on the day:
- submission of an application for refusal to use this pre-emptive right, drawn up in the form and manner prescribed by the Law;
- expiration of the period of use of this pre-emptive right.
7.7. If within forty days from the date of receipt of the offer by the Company, the members of the Company or the Company do not use the preemptive right to purchase a share or part of a share in the authorized capital of the Company offered for sale, including those resulting from the refusal of individual members of the Company and the Company from the preemptive right to purchase shares or parts of a share in the authorized capital of the Company, the remaining share or part of the share may be sold to a third party at a price that is not lower than the price established in the offer, and on the terms that were communicated to the Company and its participants.
7.8. Assignment of the pre-emptive right to purchase a share or part of a share in the authorized capital of the Company by the participants or the Company is not allowed.
7.9. The assignment of a share or part of a share in the authorized capital of the Company must be made in the form and procedure established by the Law.
7.10. The Company, in the manner prescribed by the Law, must be notified of the assignment of a share or part of a share in the authorized capital of the Company.
7.11. With the exception of cases specified in paragraph 7 of Art. 23 of the Federal Law “On Limited Liability Companies”, a share or part of a share in the authorized capital of the Company passes to its acquirer from the moment the corresponding changes are made to the unified state register of legal entities. Making an entry in the unified state register of legal entities on the transfer of a share or part of a share in the authorized capital of the Company in cases that do not require notarization of a transaction aimed at alienating a share or part of a share in the authorized capital of the Company is carried out on the basis of title documents.

The acquirer of a share or part of a share in the authorized capital of the Company shall transfer all the rights and obligations of a member of the Company that arose prior to the transaction aimed at alienating the specified share or part of a share in the authorized capital of the Company, or before the occurrence of another basis for its transfer, with the exception of additional rights granted this member of the Company, and the duties assigned to him.

A member of the Company who has alienated his share or part of a share in the authorized capital of the Company shall be liable to the Company for making a contribution to the property that arose prior to the transaction aimed at alienating the specified share or part of a share in the authorized capital of the Company, jointly with its acquirer.

7.12. When withdrawal of a participant from the Company its share passes to the Company from the date of receipt by the Company of the participant's application for withdrawal from the Company. The Company is obliged within 6 (six) months to pay to the participant who filed an application for withdrawal from the Company, the actual value of his share in the authorized capital of the Company, determined on the basis of the data of the Company's financial statements for the last reporting period preceding the day of filing an application for withdrawal from the Company, or with the consent of this member of the Company, give him in kind property of the same value or, in case of incomplete payment of his share in the authorized capital of the Company, the actual value of the paid part of the share.
Withdrawal of a participant from the Company does not release him from the obligation to the Company to make a contribution to the property of the Company that arose prior to filing an application for withdrawal from the Company.
7.13. In the event of the acquisition of a participant's share (its part) by the Company, it is obliged to sell it to other participants or third parties within a period of not more than one year in the manner prescribed by the Law. During this period, the distribution of profits, as well as the adoption of a decision by the General Meeting, is carried out without taking into account the share acquired by the Company. If during the year the Company has not sold its share, it is obliged to reduce the authorized capital by an amount equal to the nominal value of such a share.

8. DISTRIBUTION OF PROFIT. COMPANY FUNDS

8.1. The company has the right once a year [quarterly, every six months] decide on the distribution of net profit (its part) among the participants of the Company. Such a decision is made by the General Meeting of Members of the Company.
8.2. The part of the Company's profit intended for distribution among its participants is distributed in proportion to their shares in the authorized capital of the Company.
8.3. In the cases provided for by the Law, the Company is not entitled to make a decision on the distribution of profits among the participants and pay out profits, the decision on the distribution of which has been made.
8.4. By decision of the General Meeting of Participants, the Company may create reserve and other funds at the expense of the Company's net profit. The order of creation, size, purposes for which the funds of such funds can be spent, the procedure for spending the funds of the funds are determined by the decision on their creation.

9. MANAGEMENT BODIES OF THE COMPANY

9.1. The management bodies of the Company are:
- General meeting of participants;
- sole executive body of the Company - General Director [Director, President].

10. GENERAL MEETING OF PARTICIPANTS

10.1. The supreme governing body of the Society is the General Meeting of its members.
10.2. The exclusive competence of the General Meeting of Members of the Company includes:
10.2.1. determination of the main directions of the Company's activity;
10.2.2. decision-making on participation in associations and other associations of commercial organizations;
10.2.3. change of this Articles of Association, including change of the size of the authorized capital of the Company;
10.2.4. election/appointment of the sole executive body of the Company and early termination of its powers;
10.2.5. setting the amount of remuneration and monetary compensation to the sole executive body of the Company, members of the collegial executive body of the Company;
10.2.6. approval of annual reports and annual balance sheets;
10.2.7. making a decision on the distribution of net profit, including among the members of the Company;
10.2.8. approval or adoption of documents regulating the organization of the Company's activities (internal documents of the Company);
10.2.9. adoption of a decision on placement by the Company of bonds and other issue-grade securities, as well as approval of the conditions for their placement;
10.2.10. purchase of bonds and other securities placed by the Company;
10.2.11. appointment of an audit, approval of the auditor and determination of the amount of payment for his services;
10.2.12. adoption of a decision on reorganization or liquidation of the Company;
10.2.13. appointment of a liquidation commission and approval of liquidation balance sheets;
10.2.14. adoption of a decision on the conclusion by the Company of a major transaction related to the acquisition, alienation or the possibility of alienation by the Company directly or indirectly of property, the value of which is at least 25% of the value of the Company's property, determined on the basis of financial statements for the last reporting period;
10.2.15. adoption of a decision on the conclusion by the Company of a transaction in which the members of the Company have an interest;
10.2.16. making a decision on the establishment of branches and opening of representative offices of the Company;
10.2.17. making a decision on granting, terminating and restricting additional rights of the Company's members and on imposing, changing and terminating additional obligations of the Company's members;
10.2.18. adoption of a decision on limiting and changing the maximum size of the share of a member of the Company and on limiting the possibility of changing the ratio of shares of the members of the Company;
10.2.19. approval of the monetary value of non-monetary contributions to the authorized capital of the Company, made by the members of the Company and third parties accepted into the Company;
10.2.20. adoption of a decision on making contributions to the property of the Company;
10.2.21. approval of the income and expenditure budget for the current activities of the Company;
10.2.22. making a decision on the participation of the Company in the creation of legal entities;
10.2.23. approval of transactions related to the acquisition, alienation and the possibility of alienation of shares, shares in the authorized capital of other legal entities;
10.2.24. making decisions on the use of the rights granted by the shares, stocks, shares in the authorized capital of other legal entities owned by the Company, including, but not limited to:
- determination of a representative for participation in general meetings of participants/shareholders of other companies where the Company is a participant/shareholder, making proposals for the agenda of these general meetings, identification of candidates for the management bodies of such companies;
- decision-making on issues related to the competence of the general meetings of participants/shareholders of companies in which the Company is the sole participant/shareholder;
10.2.25. approval of transactions related to the acquisition, alienation and the possibility of alienation by the Company of real estate, regardless of the amount of the transaction;
10.2.26. approval of transactions for the Company to lease or otherwise use immovable property for a period of more than 1 (one) year, regardless of the amount of the transaction;
10.2.27. approval of transactions for the transfer by the Company for lease or other fixed-term or perpetual use of real estate for a period of more than 1 (one) year, regardless of the amount of the transaction;
10.2.28. approval of transactions related to the acquisition, alienation or the possibility of alienation, obtaining the use of intellectual property (trademarks, inventions, utility models, industrial designs, know-how) regardless of the amount of the transaction;
10.2.29. approval of transactions related to the issuance of guarantees by the Company, regardless of the amount of the transaction;
10.2.30. making a decision on the Company's making a bill of exchange transaction, including the issuance by the Company of promissory notes and bills of exchange, the production of endorsements, avals, payments on them, regardless of their amount;
10.2.31. making a decision to apply to the court with an application for declaring the Company bankrupt;
10.2.32. resolution of other issues provided for by the Law and this Charter.
10.3. Issues attributed by the Law to the exclusive competence of the General Meeting of Members of the Company cannot be transferred to them for decision by the sole executive body of the Company.
10.4. Other issues may also be referred to the competence of the General Meeting of Participants, subject to the introduction of appropriate amendments to this section of the Articles of Association.
10.5. The general meeting of participants may be regular or extraordinary.
10.6. The next General Meeting of Members is held once a year [twice a year, quarterly]. It should resolve the issues specified in clause 10.2.7. of this Charter, as well as other issues related to the competence of the General Meeting of Participants may be resolved.
The next General Meeting is convened by the sole executive body of the Company.
10.7. The Extraordinary General Meeting of the Company's Members is convened by the Company's sole executive body on its initiative, at the request of the auditor, as well as the Company's Members holding in aggregate at least one tenth of the total number of votes of the Company's Members.
The sole executive body of the Company is obliged, within 5 days from the date of receipt of the request to hold an extraordinary General Meeting of Members of the Company, to consider this request and make a decision to hold an extraordinary General Meeting of Members of the Company or, in cases provided for by the Law, to refuse to hold it.
If a decision is made to hold an extraordinary General Meeting of Members of the Company, the said General Meeting must be held no later than 45 days from the date of receipt of the request to hold it.
In the event that a decision on holding an extraordinary General Meeting of Participants is not made within the above period
of the Company or a decision was made to refuse to hold it on grounds not provided for in the Law, an extraordinary General Meeting of the Company's Participants may be convened by bodies or persons requiring it to be held.
10.8. The General Meeting of the Company's Members may be held in the form of joint attendance (meeting) or absentee voting (by poll) in accordance with the Law.
10.9. The General Meeting of Participants is convened in accordance with the requirements of the Law.
10.10. The notice of the General Meeting of the Company's Members shall be sent to the Members by registered mail.
10.11. The following terms are established regarding the convening of the General Meeting of Participants:
10.11.1. the deadline for notifying each member of the Company of the convening of the General Meeting of Members - no later than 15 days before its holding;
10.11.2. the deadline for the Company's members to submit proposals for inclusion in the agenda of the General Meeting of Members of additional issues - no later than 10 days prior to its holding;
10.11.3. the deadline for notifying each member of the Company of changes made to the agenda of the General Meeting of Members - no later than 7 days before it is held.
10.12. Information and materials to be provided to participants in the preparation of the General Meeting of Participants must be available to all participants of the Company and persons participating in the meeting for review at the premises of the sole executive body of the Company within 15 days prior to the General Meeting of Participants of the Company.
10.13. In case of violation of the procedure established by the Law and these Articles of Association for convening the General Meeting of the Company's Members, such General Meeting shall be recognized as competent if all the Company's Members are present.
10.14. The procedure for holding the General Meeting of Participants is determined by the Law and this Charter.
10.15. Before the opening of the General Meeting of Members of the Company, the registration of the arrived members of the Company is carried out.
Members of the Company have the right to participate in the General Meeting in person or through their representatives. Representatives of the members of the Company must present documents confirming their proper authority. A power of attorney issued to a representative of a member of the Company must contain information about the person represented and the representative (name or title, place of residence or location, passport details), be drawn up in accordance with the requirements of the Civil Code of the Russian Federation or certified by a notary.
An unregistered member of the Company (representative of a member of the Company) is not entitled to take part in voting.
10.16. The General Meeting of Members of the Company opens at the time specified in the notice of the General Meeting of Members of the Company or, if all members of the Company are already registered, earlier.
10.17. The sole executive body opens the General Meeting of the Company's Members and elects the chairman of the General Meeting from among the members of the Company.
When electing the Chairman of the General Meeting of Members of the Company, each of the participants in the meeting has the number of votes proportional to his share in the authorized capital of the Company.
The functions of the Secretary of the General Meeting are performed by the sole executive body or another person chosen by the General Meeting.
10.18. The sole executive body of the Company organizes the keeping of the minutes of the General Meeting of Participants.
The minutes of the General Meeting of Participants shall be signed by the Chairman and Secretary of the General Meeting of Participants.
Not later than within ten days after drawing up the minutes of the General Meeting of Members of the Company, the Secretary of the General Meeting of Members is obliged to send a copy of the minutes of the General Meeting of Members of the Company to all members of the Company in the manner prescribed for the announcement of the General Meeting of Members of the Company.

10.19. The adoption by the General Meeting of the Company of a decision, as well as the composition of the participants present at the General Meeting, is confirmed by the signing of the minutes of the General Meeting by all participants present at the General Meeting. Notarization of these facts is not required.

10.20. Not later than within ten days after drawing up the minutes of the General Meeting of Members of the Company, the Secretary of the General Meeting of Members is obliged to send a copy of the minutes of the General Meeting of Members of the Company to all members of the Company in the manner prescribed for the announcement of the General Meeting of Members of the Company.

10.21. The General Meeting of Members of the Company has the right to make decisions only on the agenda items communicated to the Members of the Company, except for cases where all members of the Company participate in this General Meeting.

10.22. Each member of the Company shall have the number of votes at the General Meeting of Members proportional to its share in the authorized capital, except for the cases established by the Law and this Charter.

Unpaid shares do not participate in voting. If a decision is made to conclude a transaction in respect of which there is an interest, the votes of the participants interested in its completion are not taken into account. The votes of a participant who intends to pledge his share in the authorized capital shall not be taken into account when voting on the issue of giving the Company's consent to the pledge of the share.

A person exercising the functions of the sole executive body, who is not a member of the Company, may participate in the General Meeting of Members with the right of an advisory vote.

10.23. For a decision to be made by the General Meeting of Members of the Company, the following number of votes is required (the count is based on the number of votes of all members of the Company, and not just those present at the General Meeting):

10.23.1. The following decisions are made unanimously by all members of the Company:

On granting additional rights to members of the Company, as well as termination or restriction of additional rights granted to all members of the Company;

On the imposition of additional obligations on all members of the Company, as well as the termination of additional obligations;

On the introduction, amendment and exclusion from this Charter of provisions on limiting the maximum size of the share of a member of the Company, on limiting the possibility of changing the ratio of shares of members of the Company;

On approval of the monetary value of non-monetary contributions to the authorized capital of the Company, made by the members of the Company and third parties accepted into the Company;

On increasing the authorized capital of the Company on the basis of an application from a participant or third parties admitted to the Company, on making an additional contribution;

On amendments to this Articles of Association due to an increase in the authorized capital of the Company, on an increase in the nominal value of a share of a member of the Company or shares of members of the Company who have submitted applications for making an additional contribution, and, if necessary, on changing the size of shares of members of the Company;

On the admission of a third party or third parties to the Company, on amendments to this Charter in connection with an increase in the authorized capital of the Company, on determining the nominal value and size of the share or shares of a third party or third parties, as well as on changing the size of the shares of the Company's members;

On introducing provisions into this Charter or changing the provisions of this Charter establishing the pre-emptive right to purchase a share or part of a share in the authorized capital by the Company's members or the Company at a price predetermined by the Charter, including changing the amount of such a price or the procedure for determining it;

On introducing provisions into this Articles of Association or amending the provisions of this Articles of Association, establishing the possibility for members of the Company or the Company to exercise the pre-emptive right to purchase not the entire share or not the entire part of the share in the authorized capital of the Company offered for sale;

On introducing provisions into this Articles of Association or changing the provisions of these Articles of Association establishing the procedure for exercising by the Company's members the pre-emptive right to purchase a share or part of a share disproportionately to the size of the shares of the Company's members;

On the introduction of provisions into this Articles of Association or amendments to the provisions of these Articles of Association establishing a period or procedure for payment by the Company of the actual value of a share or part of a share in the authorized capital of the Company other than specified in the Law;

On the sale of the share owned by the Company to the members of the Company, as a result of which the size of the shares of its participants is changed, the sale of the share owned by the Company to third parties and the determination of a different price for the sold share;

On payment in the event of foreclosure on the share or part of the share of a member of the Company in the authorized capital of the Company for the debts of the participant of the actual value of the share or part of the share to creditors by other members of the Company;

On introducing provisions into this Articles of Association or changing the provisions of these Articles of Association establishing the right of a member of the Company to withdraw from the Company;

On the introduction of provisions into this Articles of Association or amendments to the provisions of these Articles of Association establishing the obligation of the Company's members to make contributions to the Company's property;

On the introduction, amendment and exclusion from this Charter of provisions establishing the procedure for determining the amount of contributions to the Company's property disproportionately to the size of the shares of the Company's participants, as well as provisions establishing restrictions related to making contributions to the Company's property;

On the introduction, amendment and exclusion from these Articles of Association of provisions providing for the distribution of the Company's profits among the Company's members disproportionately to their shares in the charter capital;

On the introduction, amendment and exclusion from these Articles of Association of provisions providing for the determination of the number of votes of the Company's participants at the General Meeting of Participants disproportionately to their shares in the authorized capital;

On the reorganization or liquidation of the Company.

On the establishment of branches and opening representative offices of the Company;

On the termination or restriction of additional rights granted to a certain member of the Company;

On the imposition of additional obligations on a certain member of the Company;

On increasing the authorized capital of the Company at the expense of its property;

On increasing the authorized capital of the Company by making additional contributions by the members of the Company;

On the exclusion from the Charter of the Company of the provisions establishing the pre-emptive right to purchase a share or part of a share in the authorized capital of the Company at a price predetermined by the Charter;

On the exclusion from the Charter of the Company of the provisions establishing the possibility of the members of the Company or the Company to exercise the pre-emptive right to purchase not the entire share or not the entire part of the share in the authorized capital of the Company offered for sale;

On the exclusion from the Charter of the Company of the provisions establishing the procedure for exercising by the members of the Company of the pre-emptive right to purchase a share or part of a share disproportionately to the size of the shares of the members of the Company;

On making contributions by the Company's members to the property of the Company;

On the amendment and exclusion of the provisions of the Charter of the Company, which establish restrictions related to making contributions to the property of the Company, for a certain member of the Company;

On amendments to this Articles of Association, including changes in the size of the authorized capital of the Company, with the exception of those changes for which, in accordance with the Law or these Articles of Association, a larger number of votes is required.

10.23.3. On all other issues, decisions are made by a majority vote of the total number of the Company's participants, unless the need for a larger number of votes for their adoption is provided for by the Law.

10.24. If the Company consists of one member, then decisions on issues within the competence of the General Meeting of Members are taken by the sole member of the Company solely, drawn up in writing and signed by the sole member. At the same time, the provisions of this Charter and the Law that determine the procedure and terms for preparing, convening and holding the General Meeting of Participants, the procedure for making decisions by the General Meeting, do not apply, with the exception of the provisions relating to the timing of the next General Meeting.

11. SOLE EXECUTIVE BODY

11.1. The sole executive body of the Company, which manages the current activities of the Company, is the General Director. The sole executive body is accountable to the General Meeting of Members of the Company.
11.2. The competence of the sole executive body of the Company includes all issues of managing the current activities of the Company, with the exception of issues referred to the competence of the General Meeting of Members of the Company.
11.3. The sole executive body without a power of attorney acts on behalf of the Company, including:
11.3.1. represents the interests of the Company both in the Russian Federation and abroad;
11.3.2. independently, within the limits of its competence or after approval by their management bodies of the Company in the manner prescribed by the Law, these Articles of Association and internal documents of the Company, makes transactions on behalf of the Company;
11.3.3. manages the property of the Company to ensure its current activities within the limits established by this Charter;
11.3.4. issues powers of attorney for the right of representation on behalf of the Company, including powers of attorney with the right of substitution;
11.3.5. concludes labor contracts with the employees of the Company, issues orders on the appointment of employees, on their transfer and dismissal;
11.3.6. applies incentive measures to the Company's employees and imposes disciplinary sanctions on them;
11.3.7. issues orders and gives instructions that are binding on all employees of the Company;
11.3.8. organizes the implementation of decisions of the General Meeting of Members of the Company;
11.3.9. opens bank accounts of the Company;
11.3.10. represents the interests of the Company in all judicial instances (courts of general jurisdiction, arbitration courts, arbitration courts) on the territory of the Russian Federation and abroad at all stages of the judicial process, including at the stage of enforcement proceedings;
11.3.11. resolve issues related to the preparation, convening and holding of the General Meeting of the Company's Members;
11.3.12. ensures that the information about the members of the Company and about their shares or parts of shares in the authorized capital of the Company, about the shares or parts of shares owned by the Company correspond to the information contained in the unified state register of legal entities, and notarized transactions for the transfer of shares in the authorized capital of the Company, about which the Society became aware;
11.3.13. exercises other powers necessary to achieve the goals of the Company's activities and ensure its normal operation, in accordance with the current legislation of the Russian Federation and this Charter, with the exception of the powers assigned to other bodies of the Company.
11.4. The sole executive body is responsible for the safety of information constituting a state secret.
11.5. The General Director is elected/appointed by the General Meeting of Members of the Company for a period of _____ (in words) years. The General Director may be elected/appointed not from among the members of the Company.
11.6. The employment contract with the General Director on behalf of the Company is signed by the Chairman of the General Meeting of Participants, unless it is entrusted by the General Meeting of Participants to another person.
11.7. The General Meeting of Members of the Company has the right to release the General Director from his position at any time with the simultaneous termination of the employment contract in the manner prescribed by the legislation of the Russian Federation.

12. AUDITOR OF THE COMPANY

12.1. In order to check and confirm the correctness of the Company's annual reports and balance sheets, as well as to check the status of the Company's current affairs, it has the right to engage a professional auditor who is not connected by property interests with the Company, the person exercising the functions of the sole executive body of the Company, and the members of the Company.
12.2. At the request of any member of the Company, an audit may be carried out by a professional auditor chosen by him, who must comply with the requirements established by clause 12.1. of this Statute.
12.3. In the event of such an audit, payment for the auditor's services is carried out at the expense of the Company's member, at the request of which it is carried out. Expenses of a member of the Company for paying for the services of an auditor may be reimbursed to him by decision of the General Meeting of Members of the Company at the expense of the Company.

13. ACCOUNTING AND REPORTING. COMPANY DOCUMENTS

13.1. The Company maintains accounting records and submits financial statements in accordance with the procedure established by the current legislation of the Russian Federation.
13.2. Responsibility for the organization, condition and reliability of accounting in the Company, timely submission of the annual report and other financial statements to the relevant authorities lies with the sole executive body of the Company in accordance with the legislation of the Russian Federation.
13.3. The company is obliged to keep the following documents:

the agreement on the establishment of the Company, the Articles of Association of the Company, as well as amendments made to the Articles of Association of the Company and duly registered;
minutes of the meeting of the founders of the Company and / or decisions in the case of one founder of the Company, containing a decision on the establishment of the Company and on the approval of the monetary value of non-monetary contributions to the authorized capital of the Company, as well as other decisions related to the creation of the Company;
a document confirming the state registration of the Company;
documents confirming the Company's rights to property on its balance sheet;
internal documents of the Company;
regulations on branches and representative offices of the Company;
documents related to the issue of bonds and other equity securities of the Company;
minutes of the General Meetings of Members of the Company (decisions of the sole member of the Company), meetings of the Board of Directors of the Company and the Audit Commission of the Company;
lists of affiliated persons of the Company;
conclusions of the audit commission (auditor) of the Company, the auditor, state and municipal financial control bodies;
other documents stipulated by federal laws and other legal acts of the Russian Federation, the Charter of the Company, internal documents of the Company, decisions of the General Meeting of Members of the Company and the sole executive body of the Company.

13.4. The Company shall store the documents specified in Clause 13.3 of these Articles of Association (hereinafter referred to as "documents") at the location of the sole executive body of the Company in the manner and within the time limits established by the legal acts of the Russian Federation.
13.5. Organization of storage of documents of the Company is provided by the sole executive body of the Company.
The organization of storage of documents generated in the activities of separate structural divisions of the Company, prior to their transfer to the archive at the location of the sole executive body of the Company, is provided by the heads of these separate structural divisions of the Company.
13.6. Within five working days from the date of presentation of the relevant request by a member of the Company, the documents specified in paragraph 13.3 of this Charter must be provided by the Company for review at the premises of the executive body of the Company. Information about the activities of the Company to other persons is provided in the manner prescribed by the current legislation of the Russian Federation.

13.7. Members of the Society have the right to get acquainted with documents related to the use of information constituting a state secret, only if they have an admission form.

14. PRIVACY

14.1. The technical, financial, commercial and other information provided to the Company's participants, members of the Company's management bodies, the Company's auditor, related to the establishment and activities of the Company, is considered confidential, except for information:

which is already known to this person at the time of its communication;
which, due to the actions of third parties, has already become public knowledge;
which is received by that person without restriction on disclosure from any third party entitled to such disclosure.

14.2. The specified persons are obliged to take all necessary and reasonable measures to prevent the disclosure of the received confidential information in excess of official or production necessity in connection with the performance of duties within the framework of the Company's activities.
14.3. Transfer of confidential information to third parties, publication or other disclosure of such information by the above persons during the period of their participation in the Company and / or its bodies and within 5 years after the termination of participation in the Company and / or its bodies, regardless of the reason for termination, can only be carried out with written consent of the General Meeting of Participants or if such information is requested by a state body in the manner prescribed by the legislation of the Russian Federation.

15. LIQUIDATION OF THE COMPANY

15.1. The liquidation of the Company entails its termination without the transfer of its rights and obligations by succession to other persons.
15.2. The Company may be liquidated voluntarily by decision of the General Meeting of Members of the Company or by force by a court decision on the grounds provided for by the legislation of the Russian Federation.
15.3. The decision of the General Meeting of Members of the Company on the voluntary liquidation of the Company and the appointment of a liquidation commission is made at the suggestion of the sole executive body or member of the Company. The General Meeting of Participants of a voluntarily liquidated Company makes a decision to liquidate the Company and appoint a liquidation commission.
15.4. The procedure for the liquidation of the Company, the satisfaction of creditors' claims and the procedure for the distribution of the property of the liquidated Company among the participants is determined by the legislation of the Russian Federation.
15.5. The liquidation of the Company is considered completed, and the Company - ceased to exist from the moment the corresponding entry is made in the unified state register of legal entities.
15.6. During the reorganization and liquidation of the Company, the safety of information constituting a state secret must be ensured. In the absence of an assignee, documents related to the use of information constituting a state secret shall be destroyed.

16. FINAL PROVISIONS

16.1. This Charter is approved by the minutes of the general meeting of the Company's participants and becomes effective from the moment of its state registration.
16.2. The provisions of this Charter shall retain their legal force for the entire period of the Company's activity.
If one of the provisions of this Charter becomes invalid due to changes in the legislation of the Russian Federation, then this is not a reason for suspending the validity of the remaining provisions. The invalid provision must be replaced by a provision that is legally permissible and close in meaning to the replaced one.

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limited liability company – travel company

1. GENERAL PROVISIONS

1.2. Organizational and legal form and name of the legal entity.

1.2.1. Organizational and legal form of a legal entity: a limited liability company.

1.2.2. Full company name: Limited Liability Company "Tourist Company".

1.2.3. Abbreviated corporate name: Travel Company LLC.

1.3. Limited Liability Company "Travel Company" hereinafter referred to as the "company" in the text of this charter.

1.4. Company location: . The sole executive body of the company, the General Director, is located at this address.

1.5. The participants of the company are not liable for its obligations and bear the risk of losses associated with the activities of the company, to the extent of the value of their shares.

1.8. The company is considered to be established as a legal entity from the moment of its state registration. The society is created without limitation of term.

1.9. The Company has the right to open bank accounts in the Russian Federation and abroad in accordance with the established procedure.

1.10. The company has a round seal containing its full company name in Russian and an indication of the location of the company.

1.12. Members of the company can be both Russian and foreign legal entities and individuals.

2. SUBJECT AND OBJECTIVES OF ACTIVITY

2.1. The goals of the company's activities are to expand the market for goods and services, as well as to make a profit.

2.2. To achieve the above goals, the company, in accordance with the legislation of the Russian Federation, carries out the following activities:

realization of tourist and excursion services;
tourist recreation and travel on tourist routes;
weekend hikes;
carrying out activities for speleotourism;
advertising and information services of tourist enterprises and organizations;
other services of tourist enterprises and organizations;
sightseeing tours;
thematic excursions;

2.4. All of the listed activities are carried out by the company in accordance with the legislation of the Russian Federation:

2.4.2. Enter information about the implementation by the company of tour operator activities on the territory of the Russian Federation in the Unified Register of Tour Operators.

2.6. The Company carries out foreign economic activity in accordance with the legislation of the Russian Federation.

3. RESPONSIBILITY OF THE COMPANY

3.1. The Company shall be liable for its obligations with all its property.

3.2. The Company is not liable for the obligations of the participants.

4. BRANCHES AND REPRESENTATIVE OFFICES OF THE COMPANY

4.3. The heads of branches and representative offices of the company are appointed by the company and act on the basis of its power of attorney.

5. SUBSIDIARY AND ASSOCIATED COMPANIES

6. RIGHTS OF MEMBERS OF THE COMPANY

6.1. Members of the company have the right:

participate in the management of the affairs of the company, including by participating in the General Meetings of Participants, personally or through their representative;
receive information about the activities of the company, get acquainted with the accounting books and other documentation, including the minutes of the General Meetings of Participants, and make extracts from them in the prescribed manner;
take part in the distribution of profits; receive their share of the profit from the part of the profit to be distributed among the participants, in the prescribed manner;
sell or otherwise alienate its share or part of the share in the authorized capital of the company to one or more participants in the company or to another person in the manner prescribed by the charter of the company;
withdraw from the company by alienating its share to the company, regardless of the consent of its other participants, or require the company to acquire a share in cases provided for by the Federal Law "On Limited Liability Companies";
receive, in the event of liquidation of the company, part of the property remaining after settlements with creditors, or its value;
enjoy other rights granted to him by the legislation of the Russian Federation, this Charter and the General Meeting of the Company's Participants.

7. OBLIGATIONS OF MEMBERS OF THE COMPANY

7.1. Members of the society are obliged:

pay for shares in the authorized capital of the company in the manner, in the amount and within the time limits provided for by the Federal Law "On Limited Liability Companies" and the agreement on the establishment of the company;
not to disclose confidential information about the activities of the company;
comply with the requirements of this charter, comply with the decisions of the company's management bodies adopted by them within their competence;
fulfill the obligations assumed in relation to the society and other participants;
personally or through his representative to take part in the General Meetings of Participants;
assist the society in carrying out its activities.