Memorandum of association

Constituent agreement - an agreement concluded between the founders of a legal entity when it is created.

In the articles of incorporation, the founders undertake to create a legal entity, determine the procedure for joint activities for its creation, the conditions for the transfer of its property to it and participation in its activities. The contract also defines the conditions and procedure for the distribution among the participants of profits and losses , the management of the activities of a legal entity, the withdrawal of the founders (participants) from its composition.

By virtue of the interpretation of Art. 52 of the Civil Code of the Russian Federation, the constituent agreements in their status relate to the constituent documents , which is indirectly confirmed by Art. 70 and 83 of the Civil Code, as well as expressly stated in Art. 89 and 122 of the Civil Code.

The agreement on the establishment of a limited liability company is not a constituent document of the company.

In accordance with paragraph 2 of Art. 52 of the Civil Code of the Russian Federation founding agreements must meet the following requirements:

“The constituent documents of a legal entity must specify the name of the legal entity, its location, the procedure for managing the activities of the legal entity, and also contain other information provided by law for legal entities of the relevant type. The constituent documents of non-profit organizations and unitary enterprises , and in cases provided by law and other commercial organizations, the subject and purpose of the legal entity’s activities must be defined. The subject and certain goals of the activities of a commercial organization may be provided for by the constituent documents even in cases when this is not obligatory by law. ”