Sample decision to participate in the auction. Decision of the sole participant on the approval of a major transaction (with interest) LLC

Conducting activities by legal entities must be carried out within the framework of special regulatory documents.

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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.

However, if a society limited liability for some reason believes that the deal is not a big deal for him, it is important to prepare a document establishing this.

Otherwise, you will need to issue an approval decision. big deal. 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 the 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 can be used at all normative document, denoted in .

Moreover, in addition to this legislative document exists a large number of other points directly related to the design. 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 regulations, the provisions on the approval of a major transaction by institutions where there is only one founder, no written approval is required.

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 challenge

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 special 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 to approve a major transaction in the context of public procurement is a document that establishes the maximum amount of a contract that a supplier can conclude.

Big deal- this is a transaction that is more than 25% of the book value of the company's assets as of the last reporting date (for a quarter or a year, depending on the type of taxation of the company).

In procurement under 44-FZ, legal entities must provide this decision as part of the documentation. An individual entrepreneur is not required to provide it. With regard to commercial procurement, the decision to approve a major transaction is required at the discretion of the purchaser.

If the company has a single founder, then it is necessary to attach a decision on the approval of a major transaction. If there are several founders, then the Protocol on approval of a major transaction is the supporting document.

The decision / Protocol on the approval of a major transaction is uploaded during the registration process in the EIS. Thereafter this information transmitted to all state electronic platforms. But if an error is made in the document, it will only be discovered during the application process. In advance, neither the EIS nor the operator electronic platform does not check the correctness of filling in the information in the decision to approve a major transaction.

sample and when required

The decision of the sole participant on the approval of a major transaction is drawn up if the founder of the company is one. He fills out the form on his behalf and attaches it to the EIS.

There are situations when a procurement participant attaches a decision on the approval of a large transaction for one amount, but then wants to participate in the procurement, the NMCC of which is more than the limit specified in the document. In this case, it is necessary to re-draw up a decision on the approval of a major transaction for a different amount and back it up in the EIS, indicating the new transaction amount in your personal account.

Usually, such a document is immediately prepared in advance for a large sum(for example, a billion rubles) to avoid the need to update the decision to approve a major transaction.

You can see a sample decision below, this option is general and is suitable for attaching to the EIS.

Sample Major Deal Approval Minutes

If the company has several founders, then a “Protocol on approval of a major transaction” is prepared. Sample this document you can see below:

Assistance in the preparation of documentation

If you need help with registration in the EIS and preparing all the necessary documents for this, you can contact the specialists of our company. More than a year we successfully carry out registrations in a single information system, prepare and attach the necessary correctly completed documents and help the participant to get into the ERUZ as soon as possible.

You can download samples from these links: Decision / Protocol.

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Find out when a Sole Proprietor Major Deal Resolution is required and download a sample Single Provost Major Deal Approval for LLC.

Read our article:

When an LLC plans to make a major transaction, it is necessary to act in accordance with the rules for approving such transactions. Including responsible persons must decide on the approval of the transaction. By law, such a decision is within the competence of general meeting OOO. In the article, we will look at how these rules work if there is one participant in a society. Download a sample of the decision of one founder on the approval of a large LLC transaction from the application.

Download related documents:

In what cases is the sole participant's decision to approve a major transaction formalized?

Often, the sole founder and participant of an LLC itself performs the functions of the executive body of the company. But there are also cases when the sole member of the LLC hires a director to manage the company. Also, several directors may be involved in the management of a company with a single participant. When it comes to making a decision on a major transaction, the rules will be different, depending on the management option.

The decision of the sole founder on a major transaction does not need to be drawn up if the founder is the only participant in the LLC, and at the same time he acts as CEO(Clause 7, Article 46 of the LLC Law). However, a decision of the sole participant to approve a major transaction will be required if:

the sole member of the LLC does not perform the functions of the general director,
a single member holds the position of CEO, but the company is run by multiple directors.

Having a decision makes it difficult to challenge the deal.

For example, the only participant in the LLC insisted that he had not agreed to make major transactions with the bank. However, the bank presented evidence to the court that confirmed that the plaintiff had agreed to the deal. The court supported the bank (Decree of the Arbitration Court of the North-Western District dated January 14, 2016 No. A21-1057 / 2015)

That is, if the founder and director are different persons, or there are several directors in the company, it will be necessary to prepare and execute the decision of the sole founder on the approval of a major transaction, a sample of such a document is presented below. In the sample, the only participant approved the transaction at the request of the bank.

An unfilled sample of the decision of the founder on a major transaction can be downloaded from the application.

The decision of the sole participant of the LLC to approve the loan agreement with the condition of collateral as a major transaction (at the request of the bank)
The decision of the sole participant of the LLC to amend the charter. For different types of transactions, sizes have been established, upon reaching which their approval as major transactions is required.

What are the general rules for the approval of large transactions

Recall general rules related to decisions on major transactions.

The decision to approve a major transaction may be made by:

The board of directors makes a decision if (clause 3, article 46 of the law on LLC):

the charter directly refers this issue to its competence and at the same time
the value of the property under the transaction is from 25% to 50% of the value of the LLC's property.

In other cases, the decision can be made only by the meeting of participants (regular or extraordinary). It is necessary to convene and hold a general meeting according to general rules.

The decision must be made in accordance with the requirements of the law on LLC (Articles 37, 38 of the law). If it is not possible to obtain the approval of the board of directors or the general meeting of participants (there will not be the required number of votes), then the transaction should be abandoned. Otherwise, it will be disputed.

The decision must explicitly state that authorized body approves the transaction, as well as information about it (clause 3, article 46 of the LLC Law):

persons acting as its parties and beneficiaries (exception - if the transaction is made at the auction or in other cases when the parties are not yet known by the time of approval);
price;
subject;
other essential conditions.

If the decision is made by the participants, then it is also necessary to observe General requirements to its design and content.

If in your company the only member is not the only director at the same time, issue a decision of one founder on approval for a large LLC transaction (see the sample decision for a bank in the appendix). When drawing up a document, be guided by the requirements of Art. 39 and paragraph 3 of Art. 46 of the LLC Law.

Answers to questions from lawyers from 14.00 to 16.00 April 3:

Force Majeure. Will it be possible to force the counterparty to change or terminate the transaction due to the coronavirus?
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Attached files

Sample decision of the sole founder on a major transaction.doc

A deal will be considered a major deal if it goes beyond the usual economic activity and at the same time associated with the purchase or sale of property joint-stock company(more than 30% of shares) or provides for the transfer of property for temporary use or under a license (clause 1 of article 46 No. 14-FZ). Moreover, in both cases, the price of such operations must be at least 25% of the book value of the assets of a limited liability company (LLC).

If required, they approve major agreements in accordance with the legislation of the Russian Federation (14-FZ, 174-FZ, 161-FZ, etc.) or according to the rules established in the Charter of the procurement participant. In other cases, this is done by the supplier's representative authorized to obtain accreditation at the ETP.

In an LLC, approval is the responsibility of the general meeting. If the organization has a board of directors, then on the basis of the Charter, the adoption of agreements on such operations can be transferred to its jurisdiction.

On June 26, 2018, the Supreme Court issued a Resolution of the Plenum, in which it analyzed the main disputes over the approval of major transactions and agreements in which there is an interest.

Download Resolution of the Plenum of the Supreme Court No. 27 dated 06/26/2018

When is such approval required in the contract system?

To start participating in public procurement, you need to register in the EIS. To do this, provide a common package of documents, which includes the consent to the transaction. Moreover, this is always required, including when the purchase does not belong to the category of large ones. As for suppliers who were accredited before 12/31/2018, they are required to register with the EIS by the end of 2020. Both of them will need an up-to-date sample decision on a major transaction 44-FZ.

Information must also be included in the second part of the application, if required by law or founding documents, as well as when both the provision of the contract or application, and the contract itself will be large for the participant. In the absence of this information, the candidate may be rejected at any stage before the conclusion of the contract. The auction commission of the customer is responsible for verifying the data (clause 1, part 6, article 69 No. 44 of the Federal Law).

It is important to note that individual entrepreneurs, unlike LLC, do not apply to legal entities. Therefore, they are exempted from the obligation to submit such a document for accreditation at the ETP.

Important change for 2020

But it is not necessary to include this information in the second part of the application. It is considered that if the supplier has not provided such data, then the conclusion of the contract does not fall into the category under consideration. But, as practice shows, even the decision of a single participant to approve a major transaction, just in case, is attached to the general package of documents. It is important not to make a mistake here. Otherwise, there is a risk of rejection of the auction participant due to the fact that he provided false information. Such cases are disputed by the Federal Antimonopoly Service, but the period for concluding a contract increases.

What to look for when compiling: form and content

First of all, it should be noted that in the legislation of the Russian Federation there is no single model of approval. But paragraph 3 of Art. 46 No. 14 FZ explains that such a document should indicate:

A person who is a party to an agreement and a beneficiary.
Price.
Subject of the agreement.
Other significant conditions or the order in which they are determined.

The beneficiary may not be indicated if it is impossible to determine it by the time the document is agreed, and also if the contract is concluded as a result of the auction.

At the same time, Art. 67.1 of the Civil Code of the Russian Federation establishes that decision executive bodies An LLC must be confirmed by notarization, unless otherwise provided by the Charter of such a company or by a decision of the general meeting, which was unanimously adopted by the participants.

P. 4, Art. 181.2 of the Civil Code of the Russian Federation fixes the list of information that must be reflected in the decision of the in-person meeting of the founders. The protocol requires the following information:

date, time and place of the meeting;
persons who participated in the meeting;
results of voting on each item on the agenda;
the persons who counted the votes;
persons who voted against the approval of the agreement and requested that a record be made of it.

It happens that customers reject a participant if the decision specifies total amount approved transactions, and not each agreement separately. Therefore, we recommend using the wording “Approve the transactions on behalf of the Limited Liability Company “_______________” based on the results of the procurement procedures for goods, works, services. The amount of each such transaction shall not exceed the amount of ____________ (_____________) rubles 00 kopecks.”

The document decision on the approval of a major transaction, first of all, is required for accreditation at all 5 state electronic trading floors and most commercial ones. This decision can be drawn up in various versions depending on the number of founders of the company. If the LLC consists of one founder, then the document is titled as “Decision of a single participant”, if the company consists of several founders, the document will be called “Protocol of Approval of a Major Transaction”.

The decision to approve a major transaction can also be an integral part of the application for participation in the tender, in which case the same document is attached as when passing accreditation.

Most often, the approval of a major transaction is required to participate in the competition. If for the bidder, the ongoing transaction is not a major one, a certificate stating that the transaction is not major is attached. Otherwise, a decision on approval is attached.

What amount should be indicated in the approval decision?

Often, novice tenderers have a question about how much to indicate. In fact, in this decision, you can specify any large amount within which you are ready to conclude a contract as a result of a particular tender. Usually the amount is indicated in several hundred million rubles. She does not oblige you to anything!

If you indicated in this decision when passing accreditation at the ETP an amount less than necessary to participate in any competition, you can always draw up a new decision on approval and upload it to the platform.

So that you can draw up the correct approval of the transaction, we have prepared for you samples of this document, which have been tested and are ready for accreditation and participation in the tender.

If you have any questions regarding the preparation of tender documentation, please contact us for free consultation using the chat in the lower right corner of the page!

Download a sample decision to approve a major transaction (single founder) ( Microsoft Document Word.doc)

Minutes of the decision to approve a major transaction(multiple founders)(Microsoft Word Document.doc)