The Charter of the LLC and the shareholder's right to information

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2018-03-18 13:51:00

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Law “On commercial companies" is the main regulatory legal act defining the procedure of creation and activity of economic entities in Russia, lays the Foundation of the regulatory framework that defines the position of shareholders, and sets the principles and standards of behavior, and also establishes the rights of shareholders and guarantees for their implementation. The analysis of this legal act indicates that, unfortunately, it contains spaces and “weak” of space, resulting in not able to fully guarantee the protection of the rights of participants in the AO. Despite the undoubted advantages of this document, it has not solved the problem of creating an effective mechanism of protection of rights of business entities.

In recent years, researchers and practitioners the issues of the functioning and activities of AO are discussed quite actively.

The Legal personality of different types of business entities is characterized by the fact that their members endowed as contractual rights and corporate rights, including the right to get acquainted with the contents set of constituent documents, the main of which are the Charter company, Charter of GSK, the Charter of the MUP.

The shareholder's Right to such information, received enshrined in the Law on business companies, is a “key” in the system of shareholders ' rights, as a guarantee of protection and exercising other rights granted to the holders of shares. This right stipulates and Charter LTD. Complete and truthful information allows investors to draw conclusions about the performance of the company and its management, and can also significantly affect the adoption by shareholders of certain important decisions, for example, a presentation to the society requirements about redemption shareholders of shares on the proposals of a claim of extraordinary General meeting etc. the Lack of proper informing of shareholders can lead to the violation of the principle of equality in relation to the various participants of joint-stock company and contrary to what is envisaged by the Charter company.

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There is a need to highlight the document and how to approach its design. The Charter is the basic founding document, without which it is impossible to register the society and its discovery. From its content, the quality, development depends on the legal status of the LLC, as well as regulation interactions and relationships between participants.

According to the law, the statutes are approved at the time of establishing an LLC and then registered in the relevant Executive authority. There is no legislatively prescribed sample of the Charter, is only recommended templates. However, various legal acts provides guidance to what provisions should be reflected in the Charter. Summarizing these isolated data, one can imagine a generalized list of information mandatory to be disclosed in the Charter. This document should contain:

- information about the founders of the company;

- the size of the Charter Fund;

- for detailed information about the shares of each of the members of the LLC in the Charter Fund;

- conditions for making contributions to the authorized Fund;

- the options and the extent of liability of LLC members for failure to comply with the provisions of the Charter;

- comprehensive information about managing society and governing body;

- the procedure and legal decision-making procedure for each type of question, depending on the degree of importance;

- information about the authority, which is responsible for the reorganization of society and the order of the reorganization (liquidation);

- the procedure of admitting new members, the order of withdrawal or expulsion of members of the company;

- the algorithm of purchases and sales of shares of the Charter Fund to any third party;

- the order of providing the shareholders with information about its activities.

To date, legislated the right to information is more declarative, because the legislation contains no real mechanism for its implementation. About the presence of shareholders rights to obtain information we can speak only in case of clearly establishing in the legislation the conditions and procedure for its implementation, as well as its forced force of the state. However, given the fact that the statutes of many joint stock companies, as a rule, not reglamentary the scope and procedure of providing information or set is not sufficiently clear, relevant senior officials of the society are free to refuse to shareholders in providing the required information.

It Should be noted that the Law on economic societies there is a norm that obliges them to specify in the statutes a procedure for providing such information to participants and volume of its provision. But the classification decision of this question to the management of joint stock companies indicates the actual possibility of abuse by large shareholders and top management of companies.

The Mechanism of realization of the right to information should be enshrined directly in the law, and not only in the Charter of the company. Each shareholder, regardless of the amount of the share package, should know in advance which is regulated by the law documents he has free access.

It is Advisable that the Law on economic entities law on obtaining information corresponded the duty of society to provide to shareholders on request the documents specified by law for the storage company, and also subject to the General requirements procedure for the provision of information. The Charter company needs to develop so that it contains an exhaustive list of these documents, and also specified the procedure for their submission for review to the shareholder.

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Alin Trodden - author of the article, editor
"Hi, I'm Alin Trodden. I write texts, read books, and look for impressions. And I'm not bad at telling you about it. I am always happy to participate in interesting projects."

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