The need to prepare a decision on approval big deal not regulated at the legislative level, which is prescribed in FZ-44 and FZ-223. However, in practice, the document is required for accreditation at many trading platforms, including government and commercial ones. electronic trading. On January 1, 2017, new rules for its registration came into force due to changes in legislation.
Features of documenting a decision on a major transaction
A large LLC transaction involves the signing of a decision by the management body in the form:
- Agreements regarding a future transaction
- Approvals of an already concluded contract
The decision on a major transaction rests with general meeting members of the company, which is regulated by Article 6 of Federal Law No. 14. The decision is made in writing in the form of a protocol of the general meeting of participants of the LLC. In some limited liability companies, a board of directors is created, whose competence includes the approval of major transactions with the execution of an appropriate decision.
The approval procedure for a major transaction is carried out in strict accordance with the requirements of current legislation.
How to draw up a decision on the approval of a large LLC transaction, sample
Preparing a decision on a major transaction, a sample of which is attached below, is prerequisite participation in the tender for many electronic platforms, especially the state ones that exist today. ETP accreditation implies preparation specified document by all standards. Its embodiment is possible in various interpretations. The choice of a specific option is determined by the number of co-founders of the company. For an LLC with a single founder, a document is being prepared - the decision of the sole participant to approve a major transaction.
Filling out the form is carried out on behalf of the founder and sole participant of the LLC with its subsequent submission to the selected trading platform or attachment to the application if this requirement is established by the customer.
The decision of the sole participant to approve a major transaction must contain a certain set of mandatory details:
- specific subject of the transaction
- list of persons acting as parties to the transaction
- beneficiaries
- transaction amount
- other important conditions
If a transaction is concluded through bidding, the decision does not require the indication of the parties and beneficiaries due to the fact that they remain unknown by the time the transaction is approved.
Major deal decision sole founder is made in writing. Required in without fail confirm the document with the signature of a member of the company, letterhead and seal are not needed.
Registration of documentation implies an indication of its name along with the name of the organization itself. The next stage is the designation of the place and date of preparation of the decision. Then an introductory part is drawn up indicating the surname, name, patronymic of the founder, a set of his passport data, TIN, main state registration number, the position held in the company and the name of LLC. It is also necessary to determine the agenda with the designation of the issue under consideration. The main part of the decision on the conclusion of a major transaction contains the decision made regarding the contracts to be concluded and the approved amounts Money. The final element of the document includes an indication of the position, last name, first name and patronymic of the co-founder of the LLC along with its name, as well as the signature and seal of the company.
An important point is the designation of the transaction amount in the approved document. It can be determined based on the following rules:
- The determination of the size of the contract is made on the basis of the requested certificate with the data of the accounting report on the book value of the property of the LLC as of the last reporting date
- If it is possible to pre-calculate the amount, fineness is calculated based on it
- In case of participation in the tender and the impossibility of preliminary calculation of the contract amount, the maximum amount that the company is able to offer should be indicated
- Concluding loan agreement, you need to take into account the amount of the principal debt and accrued interest for using the loan provided
If the organization plans to conclude a number of agreements at once, it is acceptable to draw them up in one document.
An important issue is also the duration of the decision. The document is valid for the period of time fixed in it. By default, this setting is 1 year. Within the specified time, the agreed transaction should be completed.
In accordance with the change in the Civil Code of the Russian Federation of September 1, 2014, it is required to notarize the decision made.
The given sample of the decision of the founder on the approval of a major transaction is universal - it is suitable both for submission to the ETP and for presentation to the customer.
Approval of a major transaction in an LLC is a special document that, according to the norms of FZ-44 or FZ-223, is not classified as mandatory. At the same time, in practice, the customer may require paper from the supplier in the event of a commercial purchase. As a rule, the option is in demand among owners of medium and small businesses. Below we will consider which transaction is a major one for an LLC, when approval may be required, as well as design features.
General provisions
It so happened that representatives of companies (LLC) have the right to carry out large transactions on behalf of the enterprise, subject to its approval by the majority of participants. If the transaction was not approved, it can be challenged, and subsequently invalidated. As a result, all the work done will have to be “played back” to the starting position.
A similar feature modern business easy to explain. The property rights and assets of the company are its foundation. Therefore, alienation can lead to serious losses, violations financial stability and even bankruptcy. That is why business owners try to control large financial transactions, and, if necessary, stop their execution.
What transactions are considered large?
Financial transactions related to the transfer, sale or purchase of property in favor of 3 persons in the amount of 25% of the total assets are classified as large. This does not apply to transactions that take place within economic activity and carried out at prices set by the authorities.
To figure out whether the transaction is a major one or not, you need to calculate the ratio of the price of the acquired (transferred) object, as well as the total assets of the company. The required data for calculations are taken from financial statements. Interestingly, the participants are free to determine, in what cases approval of a major transaction is required for an LLC. More precisely, even at the stage of creating a company, they independently set this criterion.
As a rule, large transactions include such transactions:
- Purchase and sale.
- Exchange.
- Credit loan.
- Donations and others.
Interestingly, the term "deal" is broader than "agreement". Therefore, approval may require contract of employment, preliminary agreement, as well as an addition to the main document.
It is interesting that the concept of "size" is characterized only from the perspective of the scale of the enterprise. So, small transactions can be classified as such transactions. For example, for small organization even the sale of the machine may bear Negative consequences. Approval may also be required for other transactions that are not large, but which must be approved subject to community rules.
When is approval not needed?
In practice, there may be situations where a solution is not necessary. This is possible in the following cases:
- When there is no direct contradiction with the charter of the LLC.
- Property relationships arise in the course of reorganization, in the process of merger or reorganization.
- The company has only one member who acts as a director.
- The volume of property changes taking into account the transfer to LLC of a share or part in the UK (authorized capital) under the terms of the Federal Law on LLC.
What is the order of the procedure?
The process of approval of a major transaction depends on the composition of the founders (participants) of the company. So, if there is only one founder in the enterprise, then the decision of this person is enough (it is taken individually). This design option is simpler than if the issue of agreement was submitted by a group of participants. The decision-making procedure takes a minimum of time, after which the necessary operation can be carried out.
In the decision of one participant, it is required to indicate the passport data of this person, as well as to formulate it correctly. For example, it may look like this - "Approve and carry out major transactions on behalf of the LLC Rukodelnitsa company based on the results of open auctions." In addition, the second decision indicates that the participant confirms the authority of the director to participate in the auction. Even if the founder is also a director, this item must be written in the decision on the maximum amount of the operation. Also, the decision is stamped by the LLC, the signature of the director and the date when the decision was made.
The second option is that the company has several founders. In this case, the relevant decision is made at the general meeting and, based on its results, a Protocol is drawn up, which reflects the current issue, and a protocol is signed indicating the issues considered. Since September 2014, amendments have been made to the Civil Code of the Russian Federation regarding the method of confirming decisions taken at meetings of joint-stock companies. In particular, we are talking about notarization of a document, unless another option is prescribed in the charter of the LLC or there is no unanimity of votes in the decision of the meeting.
The recommendation discussed above is a serious problem, because none of the founders will want to certify the decision on the approval of a large LLC transaction through a notary. That is why, when considering these points, another question is brought to the meeting regarding the choice of the way to confirm the decision taken, as well as the composition of the founders of the company. If there is such an issue on the agenda, there is no need to carry out a documented decision through a notary.
Rules for making a decision
As already noted, a document confirming the possibility of a major transaction must comply with current rules and requirements, as well as include the necessary data, including:
- Information about the participants in the transaction (relevant for cases where they are identified).
- Data on the cost of the operation, as well as other conditions.
- Information about the object of the financial transaction.
The easiest way is when the LLC has one founder. In this case, only his signature is enough to carry out the necessary financial transaction.
What if the deal was not approved?
In the work of companies, situations are possible when the operation was not approved, but it was carried out anyway. In such a situation, it can be challenged at the claim of the company, one or a group of founders within 12 months from the moment the LLC participant learned about the violation personal rights or company rights. If a person has not managed to take the necessary measures within a year, then contesting the issue is excluded.
It is also worth noting here that a major transaction is allowed to be executed with a certain delay in time, already some time after its conclusion. Some companies manage to carry out the necessary procedures immediately before a court decision on the invalidity of the transaction. If everything is done correctly, the court will refuse to declare the transaction invalid. This is relevant for cases where the approval procedures were violated during the operation, but by the time of the trial, the transaction was approved in the manner stipulated by Federal Law number 14.
Results
When conducting any purchase / sale operation, it is important to make sure that it falls under the concept of "large". To do this, you can commission your own legal department or hire third-party specialists. Lawyers analyze the planned transaction, evaluate potential risks, evaluate the financial transaction and ensure its purity.
The decision to approve a major transaction sample is the very document required for accreditation on most trading platforms, both on state electronic trading platforms and on commercial ones. Also, in the auction documentation there is a requirement to have a document in the second part of the application, the decision to approve a major transaction, may be an integral part of the application for participation in the tender.
1. Decision on approval of a major transaction of the sole member of the company
Solution #___
Sole member of the Company with limited liability
"Society"
The sole member of the Limited Liability Company "Society", a citizen of the Russian Federation Ivanov Ivan Ivanovich decided:
- Approve transactions made on behalf of Romashkin Dom Limited Liability Company based on the results of auctions in electronic form conducted on the MICEX electronic trading platforms "State Purchases" (etp-micex.ru), CJSC "Sberbank - AST" (sberbank-ast.ru), LLC "RTS-tender" (rts-tender.ru), JSC "United Electronic Marketplace"(roseltorg.ru), State Unitary Enterprise "Agency for the State Order of the Republic of Tatarstan" (zakazrf.ru).
- The maximum amount of one such transaction shall not exceed 100,000,000 (one hundred million) rubles.
Founder of LLC "Society" ________________ Ivanov I.I.
2. Decision to approve a major transaction of the general meeting of the company
DECISION # _____
Extraordinary General Meeting of Participants of a Limited Liability Company (full name legal entity) on the approval of major transactions
____________ "__" _______ 20__
Date of the Extraordinary General Meeting: __________________________________________.
Venue of the meeting: __________________________________________________________.
Start time of registration of meeting participants: ___________________________________________.
Deadline for registration of meeting participants: ____________________________________________.
The meeting is open: _________________.
Meeting closed: __________________.
Registered for participation in the general meeting of _________ members of the company, which is ______ votes. There is a quorum for holding an extraordinary General Meeting of Participants. The meeting has the right to take decisions on the issues on the agenda.
Chairman of meeting ______________________________________________________________
Secretary of the meeting ________________________________________________________________
Agenda:
- Approval of a major deal.
On the issue of approving and making major transactions, we listened to
with an offer to approve and make large transactions on behalf of
________________________________________________________________________________
(full name of the legal entity)
according to the results of auctions in electronic form held on the MICEX electronic trading platforms "State Purchases" (etp-micex.ru), CJSC "Sberbank - AST" (sberbank-ast.ru), LLC "RTS-tender" (rts-tender.ru) ), JSC "Single Electronic Trading Platform" (roseltorg.ru), State Unitary Enterprise "Agency for the State Order of the Republic of Tatarstan" (zakazrf.ru). The maximum amount of one such transaction should not exceed
________________________________________________________________________________
(amount in words and numbers)
Decision is made.
Resolved:
Approve transactions on behalf of the Limited Liability Company
(full name of the legal entity), concluded based on the results of auctions in electronic form, held on the electronic trading platforms of the MICEX "State Purchases", CJSC "Sberbank - AST", LLC "RTS-tender", JSC "Single Electronic Trading Platform", State Unitary Enterprise "Agency under the state order of the Republic of Tatarstan. The maximum amount of one such transaction should not exceed _______________________________________________________________________________.
(amount in words and figures).
The item on the agenda of the Extraordinary General Meeting of Participants of the Limited Liability Company (full name of the legal entity) was considered.
Member signatures:
___________________/__________________/
Chairman of meeting: ___________________/________________/
Meeting Secretary: ______________________/________________/
Conducting activities by legal entities must be carried out within the framework of special regulatory documents.
Dear readers! The article talks about typical ways to solve legal issues, but each case is individual. If you want to know how solve exactly your problem- contact a consultant:
APPLICATIONS AND CALLS ARE ACCEPTED 24/7 and 7 days a week.
It's fast and IS FREE!
At the same time, it is worth noting separately just the need to approve large transactions - if any will take place at all. Such measures are determined in each case purely individually.
Moreover, if a limited liability company, for some reason, believes that the transaction is not large for it, it is important to prepare a document establishing this.
Otherwise, you will definitely need to issue a decision on the approval of a major transaction. This document has a fixed format.
It is worth avoiding such a violation - this can cause serious difficulties. If there are errors in the formation of reports, questions from regulatory authorities may arise.
What you need to know
Today, in order to participate in the auction, a limited liability company will need to draw up a special document that confirms the presence of a decision to complete a major transaction.
The decisive factor for determining whether a transaction is decisive will be just the cost of such.
There are many different nuances and features associated with the execution of the transaction. Separately, it should be noted the issue of registration of special protocols.
When conducting a transaction, all participants in such a transaction are indicated. There are a number of transactions that are generally considered necessarily important.
You should familiarize yourself with all the nuances and specifics of making decisions on major transactions in advance. This will prevent many difficulties, difficult moments.
It is important to carefully compose the text of the documents themselves. This will prevent fines from various regulatory organizations in the future.
Basic concepts
Today, there is specialized legislation that regulates in detail the issue of entering into large LLC transactions.
Accordingly, it will be necessary to familiarize yourself with it. The decision to approve a major transaction needs to be carefully considered.
But again, it is important to note that a correct understanding is possible only if there is knowledge of the basic terms used. These will need to be dealt with first.
These must-have terms include:
- legal entity;
- significant deal.
The abbreviation LLC refers to the concept of a limited liability company.
In short, it is understood that an organization of this type is responsible for its obligations only within the framework of existing property.
However, there are no alternatives. The LLC itself is usually established simultaneously by several citizens.
A legal entity is a form of organization of an institution, implying that the company itself operates within the framework of special legislation.
It is important to note that the legal capacity of a legal entity differs somewhat from a physical one. Separately, it is worth dwelling on the question of what constitutes such a concept as a significant transaction.
The term "major deal" is also used. Such is a transaction, a contract, implying the acquisition, alienation or other operations with property owned by the LLC.
In this case, the main criterion for assessing the significance is the cost. If it is more than 25% of the balance sheet assets of the LLC itself, then it is automatically considered large.
Otherwise, if the LLC does not consider it to be a large one, an appropriate document must be drawn up.
Why is it needed
The very same requirement regarding the implementation of a major transaction allows you to simultaneously solve several problems.
These include:
- formation of reports on ongoing actions;
- notification of shareholders about the activities of the enterprise itself;
- the approval decision itself gives the right to participate in electronic and other auctions.
The fact is that only if this is the case, it will be possible to participate in large tenders. The main regulatory document that determines this point is accreditation on the trading floor.
At least state auctions are necessarily played out between companies that have provided such accreditation. Accordingly, this will require a decision on the approval of a major transaction.
The legislative framework
The main legislative norm, within the framework of which there is a need to draw up such a document, is just Federal Law No. 44-FZ of 04/05/13.
This includes the main provisions within which the process of conducting contract purchases, tenders for the execution of various kinds works.
In detail, the scope in which this regulatory document can generally be used is indicated in.
Moreover, in addition to this legislative document, there are a large number of other points directly related to registration. Again, these need to be dealt with carefully. A complete list of them is reflected in.
All questions regarding the implementation of purchases, as well as regarding the documents provided, are determined by a specialized commission.
All questions, the subtleties of such are determined on the basis of. This determines the mode of operation, as well as many different other points.
All of these will need to be reviewed first. Only in this way it will be possible to avoid many difficulties.
Particular attention should be paid to the head of the organization when making such a decision. Since it will be responsible for the implementation of the appropriate type of procedure.
Accordingly, his participation is required in the process without fail. Otherwise, quite serious troubles will occur.
You should carefully study the law. This is the only way to avoid fines.
If the head of the organization believes that his rights have been violated in any way, or the interests of the organization have been infringed, then such an issue requires a trial.
It should only be remembered that such a process implies a rather serious investment of time. Therefore, whenever possible, it is necessary to try to resolve the controversial issues in the pre-trial order.
How to write a Major Deal Approval Form
The decision of the sole participant of an LLC to approve a major transaction, a sample of which can be found on the Internet, must be drawn up in accordance with certain requirements of legislative norms.
There is a fairly extensive list of those. Nevertheless, the process of registration itself usually does not cause difficulties.
But at the same time, it is important to note that the design algorithm must be carried out within the framework of the law indicated above.
The execution of a major transaction involves the execution of a balance sheet, as well as a number of other regulatory papers.
The main issues to be considered in advance will include the following:
- how the procedure is carried out - one founder, two founders;
- Is it possible to challenge?
- court refusal.
How is the procedure performed
The decision to approve a transaction of this type can be made in various ways. It all depends primarily on exactly how many founders there are.
This issue needs to be worked out in advance. Since the format of documents depends on this, as well as a number of other points.
It is worth noting that in the case of one founder, the process will be somewhat easier to implement.
One founder
Today, in the case when the LLC has only one founder, the approval of a major transaction is not required at all.
Since, according to the legislative norms, the provisions on the approval of a major transaction by institutions where there is only one founder, no approval is required in writing.
Since there is simply no possibility of protests against the procedure within the organization itself.
Such a moment is defined in the same way for all organizational forms. Moreover, it is important to note that earlier this kind of rule did not work.
Accordingly, even if there was only one founder, it was necessary to carry out the process of approving the transaction in writing in the prescribed manner.
Video: how to approve a major deal in an LLC
Accordingly, it was required to sign by the founder himself, who is the director.
Today, the process is significantly simplified, it is possible to easily carry out transactions without approval with one founder of a limited liability company.
Two founders
If there are two founders or even more, it is necessary to carry out the process of drafting a decision on a major transaction without fail.
This moment is determined primarily by the legislation on limited liability companies -.
According to this regulation, the board of directors adopts the regulation if:
In all other cases, the decision will be made by the meeting of participants - regular or extraordinary.
The very algorithm for convening such a meeting will be carried out in a standard way, in a general manner. Moreover, the decision on the transaction in the second case will be made by a majority vote.
This moment is again regulated by the law on LLC -. If there is only one participant in the society, then the corresponding decision will be made completely individually.
Is it possible to contest
There are often situations when there are disagreements among the founders of an LLC. Accordingly, this may also apply to the implementation of various major transactions.
There are often situations when it becomes necessary to challenge the transaction. Today, such a process can be carried out within the framework of the law.
This moment is determined by legal documents. Such is .
The following persons have the right to challenge such a decision simultaneously:
Court refusal
It will be possible to challenge the decision on a major transaction only through the courts - there are simply no alternative options.
The decision on a major transaction for bidding is a document that is taken by the sole founder, the board of directors or a meeting of shareholders. It indicates the maximum allowable cost of the operation. The requirement for approval (obtaining consent to make) by the company of such transactions has been established by the legislator to protect the shareholders of the company, and in the case of an LLC, the members of the company from unfair or imprudent actions of the head.
What is a big deal?
Law No. 208-FZ "On joint-stock companies”and Law No. 14-FZ “On Limited Liability Companies” establishes the criteria for classifying a transaction as a major one. For such transactions, a decision is made to approve a major transaction. The criteria are:
1. If it goes beyond the normal business activities, for example:
- not accepted in the activities of the company or other companies that have assets of similar size and turnover volumes (clause 6 of the Decree of the Plenum of the Supreme Arbitration Court of the Russian Federation dated May 16, 2014 N 28);
- leading to the termination of the activity of the organization, changing its type or significant change its scale.
2. If its nature is related to:
- acquisition or alienation of property (for example, purchase and sale, loan, credit, exchange);
- the possibility of alienating property directly or indirectly (for example, pledge, guarantee);
- transfer of property for temporary possession and (or) use (for example, rent);
- granting the right to use the results of intellectual activity or means of individualization under a license.
3. If the value of the property under the operation is 25% or more of the book value of the assets.
The value of the property in this case is determined on the basis of its nature and can be determined by the price, amount market value or the carrying value of the property. In case of doubt, it is recommended to take the maximum of possible estimates in order to avoid later challenging the transaction.
Who decides on consent to commission (on approval)?
It depends on two conditions:
- Does the company have a board of directors?
- What is the ratio of property value to the book value of assets.
The decision on approval is made by the Board of Directors (if any) in the event that the value of the property is from 25 to 50% of the book value of the company's assets. In an LLC, this issue is referred to the competence of the Board of Directors by the charter of the company.
In all other cases, consent is supreme body management - a general meeting of shareholders (or participants - for LLC) of the company.
From November 15, 2020 in accordance with federal law No. 356-FZ of 04.11.2019, shareholders and participants of an LLC, controlled by persons interested in the transaction, are prohibited from voting for the approval of the transaction!
Consent is made by protocol.
If the company is owned by one person, then the decision on a major transaction of the sole founder is taken by him alone.
The decision on consent to commit must contain an indication of:
- sides;
- beneficiaries;
- price;
- subject;
- and other essential conditions or the order in which they are defined.
At the same time, the parties and the beneficiary have the right not to be indicated if it is concluded at the auction under 44-FZ and in other cases if the party and the beneficiary cannot be determined by the time the consent is received.
The document includes an indication of the minimum and maximum parameters of the conditions ( upper limit value of the purchase of property or the lower limit of the value of the sale of property) or the procedure for determining them, consent to a number of similar actions, alternative conditions (for example, consent to such a transaction, subject to several at the same time).
The decision shall indicate the period during which it is valid. If the term is not specified, the consent is considered valid for one year from the date of its acceptance, except for cases in which a different term follows from the nature and conditions of the transaction for which the consent was given, or the circumstances in which the consent was given.
When is approval not required?
Consent is not required for approval if:
- the company consists of one participant (shareholder), who is simultaneously the only person with the powers of the sole executive body;
- the relationship arose during the transfer to the company of a share or part of a share in its authorized capital;
- the relationship arose in the process of reorganization (merger and acquisition);
- shares are acquired (other issue securities convertible into shares) public society on the terms stipulated by the mandatory offer to acquire shares;
- in a number of other cases.