LLC model charter is approved
The Government has approved the model charter of a limited liability company (LLC) - the most common form of commercial organizations. The relevant Resolution entered into force on March 13, 2025.
The founder(s) of LLC received the opportunity to use a model LLC charter, i.e. not to prepare, sign or submit to the registration authority such document as the LLC charter.
The Government Resolution approves 2 forms of model charters depending on the number of shareholders:
- LLC with sole shareholder
- LLC with two or more shareholders.
Information that the LLC operates on the basis of a model charter will be contained in the Unified State Register of Legal Entities and Individual Entrepreneurs (USR).
The model charter does not contain an indication of the name of the LLC, the location, the structure of the participants, the amount of the authorized capital, the amount of the shares of the shareholders and other mandatory information that according to the law must be in the charter. Such information will be provided by the founder(s) of the LLC in the application for state registration of the LLC and further reflected in the USR.
The model charter contains standard provisions and provides for a two–tier management system (general meeting of participants - director). If the text of the model charter does not meet the interests of the founder(s) (for example, it is necessary to change the procedure for the sale of shares, the procedure for profit distribution among the shareholders, the competence and structure of management bodies, the procedure for convening and holding general meetings, a quorum for voting and decision-making, to provide the possibility of using remote service systems etc.), then at the state registration of the LLC the founder(s) will approve "their own" individual charter of the LLC, and submit it to the registration authority.
The model charter of LLC with sole shareholder regulates in more detail the situation when the sole shareholder is also a director. In this case, the shareholder decides to exercise the powers of a director without concluding an employment agreement (contract).
