Who signs the financial statements in the organization. We formalize the decision of the sole shareholder or participant of the company. The decision of the sole founder on approval of the annual report.

The decision of the sole participant on the distribution of profits (filling sample)

DECISION N __ of the sole participant of the Limited Liability Company

"AutoService"

The only participant of the Limited Liability Company "AutoService" is Semenov Nikolay Andreevich (passport: series 0102 number 123456, issued by the Department of Internal Affairs of the Mitino district of Moscow on November 20, 2000, registration address: Moscow, Pervaya St., 6, sq. 82).

The Company's net profit for 2011 amounted to 10,000,000 (ten million) rubles. distribute as follows 1:

1) an amount of 5,000,000 (five million) rubles. pay the only participant of the Company, Semenov N.A. as dividends

2) the remaining amount of 5,000,000 (five million) rubles. direct to the development of the main activities of the Company.

Dividends should be transferred to the account of the sole participant of the Company Semenov N.A. no later than June 1, 2012 2

The only member of the AutoService Society

Semenov Nikolay Andreevich ______________________________

Sample decision of the sole founder - Decision on distribution of profits

Dear forum members,

Maybe someone has a sample decision of the Sole Participant of the LLC on approving the results of activities for the year, on non-distribution of profits based on the results of the year (dividends were not paid) - everything remained with the Company.

Please drop it.

It would be roughly stated like this:

1. Approve the annual report, annual financial statements, including the profit and loss statement of the Company based on the results of 2012,

2. Profit in the amount of ____ rub. based on the results of 2012, do not distribute.

And a final question:

1. What paragraph of the Law states that it is impossible to use the profit of a participant at his own discretion other than distribution for dividends? I can’t find it?

2. It turns out that the company’s profit cannot be directed to:

for the development of the Society

to the Company's property reserve fund

for the reserve fund for upcoming vacations

Decision (order) on the distribution of net profit!

SOLUTION #1

About the distribution of net profit

Based on the results of the enterprise’s activities for June-July 2008, PUE “BudSlav” received a net profit in the amount of 4,248,491 (Four million two hundred forty-eight thousand four hundred ninety-one) Belarusian rubles.

Guided by the rights of the Founder and the Charter of the enterprise, I decide:

1. Direct the amount of net profit in the amount of 4,200,000 (Four million two hundred thousand) Belarusian rubles to pay dividends.

3. The director and accountant of the enterprise, within 10 days, take the necessary measures to implement this decision.

Founder of a private unitary

How to distribute LLC profits among the founders?

The activities of the LLC are regulated by the Law “On Limited Liability Companies” No. 14-FZ dated 02/08/98 and are organized by one or more founders with the formation of equity authorized capital.

The main document that determines the legal status of an organization, its structure and location, as well as many other aspects of its functioning, is the charter of the enterprise. The purpose of creating a company is to make a profit, so it is important to resolve the issue of how to distribute the profits of the LLC among the founders.

To do this, the charter should clearly define the procedure for declaring, accruing, paying dividends and documenting these procedures, indicating:

Explaining the use of the term “dividends”, we note that this generally accepted name is not mentioned in regulations, but is widely used specifically to determine distributed profits.

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The procedure for distributing profits in an LLC

Proportional and disproportionate division

The determination of the part of the profit for distribution is made by a decision of the meeting of founders, which is held after the preparation of financial statements and no earlier than 2 months after the end of the reporting year. The decision taken by the LLC is documented in a protocol indicating the amount of distributed profit, the form and period of payment.

Typically, the division of profits occurs in proportion to the contributed shares in the authorized capital (AC).

However, the charter may establish a different procedure for accruing income from dividends - disproportionate to the shares in the management company, the possibility of which for an LLC is established by law.

If such a decision is determined by the charter or made due to various circumstances at a general meeting with amendments to the charter documents, taxation of dividend income is carried out at preferential rates, as with the proportional distribution of income.

The legislation establishes taxation of income from the payment of dividends at a preferential tax rate:

LLC with one founder

The condition of mandatory minutes of the payment of dividends by the general meeting remains the same, even if the company is founded by one person. In this case, decisions on the distribution of profits are made individually by the founder of the company and must be documented in writing. Based on the protocol of the LLC, an order is issued from the manager to pay income from dividends to the founder.

The order is the basis for settlements.

How does distribution occur under the simplified tax system?

Net profit for the calculation and payment of dividends is determined on the basis of accounting data. Therefore, to establish the amount of net profit and calculate dividends, enterprises must keep records and prepare financial statements.

Legislatively, since 2013, this norm is mandatory for enterprises of all types of accounting and reporting. Until this time, enterprises using the simplified tax system had the right not to maintain interim financial statements, taking into account only the movement of non-current assets throughout the year and reporting on the results of the year, therefore, the distribution of profits was made once a year after paying taxes, fees and contributions to extra-budgetary funds.

The net profit of an enterprise under the simplified tax system is profit after tax.

Taking into account the features of the simplified tax system (exemption from income tax) for such enterprises, the amount of net profit is determined as the difference between the balance sheet profit before tax and the amount of the accrued single tax.

Distribution of profits and losses upon liquidation

Liquidation of an enterprise can be carried out:

The decision to liquidate the LLC is made by the general meeting of participants, formalizing it in minutes, in which the decision is comprehensively explained and a liquidation commission is appointed, which will intensify work on paying accounts payable.

Upon completion of settlements on obligations, the remaining property under the transfer deed is transferred to the founders who have the appropriate rights to it.

Then the liquidation balance sheet is drawn up and approved and a package of documents is submitted to the registration authorities to complete the liquidation procedure.

If a loss is identified according to the liquidation balance sheet, it must be repaid from the authorized capital. This is how the real value of the capital is determined, which is then subject to distribution among the participants, or the real amount of the remaining loss, if the value of the capital does not cover the amount of the balance sheet loss.

Video about profit distribution in LLC

Documenting

The decision to allocate profits to pay dividends is documented in a protocol.

There is no standard form of document used to formalize such a decision. As a rule, it is practiced to draw up a free-form protocol, but with the completion of mandatory details, which are the number, date and place of the meeting, and a list of agenda items.

It is also necessary to reflect the decisions made regarding:

The minutes of the meeting declare only the total amount of dividends to be paid.

The calculation of income for each participant is determined individually and is documented in a primary accounting document, for example, an accounting certificate.

Payment of dividends is carried out using standard unified forms that are used when issuing money from the cash register or transferring funds to a current account.

It can be:

The procedure for distributing property between the founders during the liquidation of an enterprise is formalized by a transfer deed, which must indicate the name, quantity and value of the transferred property to each participant. The act is signed by all founders. The payment of shares is recorded as an accounting entry.

Terms of distribution of net profit of LLC

Dividends are paid no later than 60 days from the date of adoption of the relevant decision. By decision of the meeting, the payment period may be reduced.

If, due to various circumstances, one of the participants has not been paid the amount of dividends due, he has the right to demand it within 3 years from the date of expiration of the payment period.

Over the past period

The amount of distributed but not received profit is accumulated in accrual accounts and, at the request of the recipient, is issued from the enterprise's cash desk, transferred by non-cash payment to a bank account or carried out by postal (telegraphic) transfer. Unclaimed shares of profit at the end of the 3-year period are subject to restoration and reflection in the retained earnings of the LLC.

The meeting of participants has the right to extend the period for claiming the unreceived share to 5 years.

Monthly distribution of profits is not practiced. Organizations have the right to pay the founders part of the profit only quarterly, semi-annually or annually.

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How is the distribution made? Accounting entries

The announcement of the amount of distributed profit based on the company's performance for the year occurs after the closing of the financial period, the preparation and approval of the balance sheet and reports.

All calculations for accrual of dividends are carried out on account 84 “Retained earnings (loss)”.

To reflect the accrual of dividends in accounting, the status of the participant is important. If the founders of the LLC are full-time employees, then it is advisable to record the accrual of the profit share in account 70 “Settlements with personnel for wages.” If the participant is not an employee, then the corresponding accrual is made to account 75 “Settlements with founders”.

Transactions on accrual of dividends are reflected in accounting records:

Dt 84 subaccount “Profit for payment of dividends”

Kt 70, 75 – amount of dividends accrued

Dt 70 (75) Kt 68, subaccount “Calculations for personal income tax” - personal income tax is withheld from the amount of dividend income

D-t 68 K-t 51 “Current account” - the amount of personal income tax is transferred

Dt 70 (75) Dt 51 (50) - the amount of dividends was issued from the cash desk or transferred to the account.

Features of the distribution process between participants

When deciding on the distribution of LLC profits to the general meeting, it is necessary to remember that the company does not have the right to distribute and pay dividends if:

In addition, disagreements may arise regarding the application of tax rates for personal income tax in the event that a decision is made to divide profits disproportionately to the shares of participants in the management company while changes to the constituent documents have not yet been made.

LLC on the simplified tax system: founder dividends

The campaign for submitting annual reports is coming to its logical conclusion, and in some organizations the question arises about the distribution of annual profits. The simplest and most popular option for paying dividends is paying dividends to the founder or founders, individuals, residents of the Russian Federation. How to do this correctly?

Difficulties may arise when trying to withdraw dividends from an organization using the simplified tax system.

At a minimum, such an organization must keep accounting records despite the fact that it is on a simplified taxation system. Otherwise, how do we know the amount of accounting profit to be distributed? How can we prove that the remaining net assets are greater than the authorized capital?

There must be a balance so that during an audit the tax office does not “reject” your dividends and does not charge 13% personal income tax on them along with contributions to the funds. At the same time, you need to understand that preparing a balance sheet and submitting it are two different things. Submit your balance sheet to a tax organization using the simplified tax system. not necessary, even if dividends were accrued and paid based on this balance.

Remember that year-end profits can be paid no earlier than March 1, because a meeting of the founders cannot be held earlier than two months after the end of the year.

How to calculate dividends correctly?

If there is only one founder, then you determine profit based on the balance sheet. The founder decides on the payment of dividends. Personal income tax of 9% is withheld from this amount. Personal income tax must be paid to the budget (before or simultaneously with the payment of dividends), and the founder must be paid an amount equal to the dividends accrued minus personal income tax.

If the founder is not the only one, then dividends are accrued according to the same scheme, but at the general meeting of founders and in accordance with the shares of each founder.

Sample founder's decision on dividends

Solution No. ___

Sole Participant

"Chamomile"

Saint Petersburg

"___"___________2012

I, a citizen of the Russian Federation __________________________, ________ of birth, place of birth: __________________________________, passport ________________, issued _________________________. registered at the address: ____________________, being the sole participant of the Limited Liability Company "Romashka" (hereinafter referred to as the "Company"),

"___"___________2012

Sole Participant

LLC "Romashka" Ivanov I.I.

Dividend accounting

The accrual and payment of dividends can be carried out using account 75 “Settlements with founders”, or you can use account 70 “Settlements with personnel for wages” subaccount “Settlements for dividends”.

Account 70 is used if the payment of dividends in the organization is an incentive campaign for staff.

In the case where our only founder is the general director, using account 70 is correct, but I would not recommend it. When checking, the inspector may once again get caught up in the idea that we are talking about the payment of wages. It is no secret that the payment of dividends today has become one of the forms of optimizing the tax burden on wages.

So, in accounting, the accrual of dividends both at the end of the year and at the end of the reporting period (quarter, half year, nine months) is reflected:

Debit 84 Credit 75

– dividends accrued to the founder

Debit 84 Credit 70

– dividends are accrued to the founder, who is an employee of the organization.

Payment of dividends, for example, through a bank: Debit 70 (75) Credit 51

The entry is made on the day the decision to pay dividends is made (clause 10 of PBU 7/98).

Tax accounting of dividends (USN)

Dividends are neither income nor expense of an organization using the simplified tax system (clause 1 of article 270 of the Tax Code of the Russian Federation). They do not fall into the Book of Income and Expenses.

A different point of view

There is a practice of lawyers proving in court that the founder’s right to dividends is not made dependent by any law on the maintenance of accounting records and the balance sheet. The only confirmation of the need for enterprises to prepare simplified reports are letters from the Ministry of Finance. In turn, they are advisory and not legislative in nature.

There is also an opinion that it is enough to prepare a special type of balance sheet for dividends, namely an inventory balance sheet for a certain date.

If you don't feel ready to argue with the tax authorities, then you will have to come to terms with the responsibility of drawing up a balance sheet. Moreover, from 2013, according to the new law on accounting, all organizations will be required to keep records and balance sheets, regardless of the tax system used.

The annual financial statements must be approved in the manner established by the organization’s constituent documents (clause 2 of article 15 of the Law “On Accounting”, clause 86 of the Accounting Regulations).

Approval of JSC financial statements

Approval of the annual financial statements of a joint-stock company, as well as the distribution of profits (covering losses) of the company and the announcement of dividends based on the results of the financial year fall within the competence of the general meeting of shareholders (subclause 11, clause 1, article 48 of the Federal Law of December 26, 1995 No. 208-FZ “ About joint stock companies").

The annual general meeting of shareholders must be held no earlier than two months and no later than six months after the end of the financial year (clause 1, article 47 of Law No. 208-FZ), that is, from March 1 to June 30 of the year following for reporting.

30 days before the date of the annual meeting of shareholders, the annual report of the joint-stock company must be pre-approved by the board of directors (supervisory board) of the company (clause 4 of article 88 of Law No. 208-FZ).

20 days before the general meeting of shareholders, the annual financial statements, together with the audit report and the conclusion of the audit commission, must be presented for review to persons who have the right to participate in the general meeting of shareholders (clause 3 of Article 52 of Law No. 208-FZ).

Approval of LLC financial statements

Approval of the annual financial statements of a limited liability company and the distribution of profits between participants is within the competence of the general meeting of participants (clause 2 of Article 33 of the Federal Law of February 8, 1998 No. 14-FZ “On Limited Liability Companies”).

The general meeting of the company's participants must be held no earlier than two months and no later than four months after the end of the financial year, that is, in the period from March 1 to April 30 of the year following the reporting year.

30 days before the general meeting of the company's participants, the company's annual report with the audit report and the conclusion of the audit commission must be presented to the company's participants.

Since the annual financial statements for 2006 must be approved and submitted to the tax and statistical authorities before March 31, 2007, it turns out that the annual meeting of shareholders or the annual meeting of participants must be held by the organization in March 2008.

The head of the organization must provide the owners with a report on the results of the work for the year. This report includes a balance sheet, profit and loss account, other forms of reporting, and an auditor's report. The owners approve the report and decide on the distribution of the profits.

The decision of the general meeting of shareholders or the general meeting of participants, which is recorded in the minutes, must not contradict the charter of the company (clause

2 tbsp. 11 of Law No. 208-FZ). Otherwise, the decision of the meeting will be declared invalid.

Reflection in accounting and reporting of the decision of the general meeting of owners

After the annual general meeting of shareholders or the general meeting of participants, appropriate entries are made in the accounting records of the organization based on the minutes.

The decision of the owners to distribute profits or cover losses of the reporting year is a fact of the organization’s economic activity that takes place not in the reporting year, but in the next year. Therefore, decisions of the general meeting of shareholders or the general meeting of owners must be reflected in the accounting records in the next reporting period.

Let us turn to the accounting regulations “Events after the reporting date” (PBU 07/98), approved by order of the Ministry of Finance of the Russian Federation dated November 25, 1998 No. 56n.

The announcement of annual dividends based on the results of the joint-stock company's activities for the reporting year is an event after the reporting date (clause 3 of PBU 07/98). These types of events should be disclosed in the notes to the balance sheet and income statement. In this case, no accounting entries need to be made (clause 10 of PBU 07/98).

When reflecting in accounting the results of a decision of a general meeting of shareholders or a general meeting of owners, it is necessary to date the entries to the date when the minutes of the meeting were approved.

Despite the fact that paragraph 3 of PBU 07/98 refers only to the declaration of annual dividends, in our opinion, events after the reporting date can also include the decision of the owners on the source of covering losses of the reporting year or previous periods. Consequently, these events should also be disclosed in the notes to the Balance Sheet and the Profit and Loss Statement.

By Order of the Ministry of Finance of the Russian Federation dated December 31, 2004 No. 135n, changes were made to the Instructions on the procedure for drawing up and presenting financial statements, approved by Order of the Ministry of Finance of the Russian Federation dated July 23, 2003 No. 67n.

In particular, paragraph 14 was excluded, which stated that the annual balance sheet must reflect the owners’ decision on the distribution of profits and coverage of losses. To do this, it was necessary to adjust the items “Reserve capital” and “Retained earnings (uncovered loss)”.

Based on this provision, the accountant made adjustments to the indicators for accounts 75, 82, 84 from the results of the meeting of shareholders. Now there is no such need. There is no need to make any changes to the accounting data.

More on topic 10.3.1. Approval of financial statements:

1. 23.1. COMPOSITION AND CONTENT OF ACCOUNTING REPORTS. BASIC REQUIREMENTS FOR ACCOUNTING REPORTS
2. Chapter 3. FORMATION OF ACCOUNTING REPORTING BY RUSSIAN ORGANIZATIONS ACCORDING TO INTERNATIONAL FINANCIAL REPORTING STANDARDS
3. Chapter 2. Balance sheet and other forms of financial statements
4. 29.2. HORIZONTAL AND VERTICAL ANALYSIS OF FINANCIAL STATEMENTS. SYNTHETIC AND CONSOLIDATED FORMS OF ACCOUNTING REPORTING

And it is known that in joint stock companies (JSC) and limited liability companies (LLC), regulatory legal acts and the charter determine the terms and procedure for convening and holding general meetings of shareholders/participants. The legislation on joint stock companies also defines the procedure for drawing up and requirements for the content of the minutes prepared following the results of the general meeting of shareholders. However, in the legislation on LLC there is only an indication that the minutes of the general meeting of participants are kept by the executive body of the company. Despite this omission, in practice, the minutes of the general meeting of LLC participants in their form and content are, by and large, identical to the minutes of the general meeting of shareholders in the JSC.

And the most interesting thing: the law does not at all provide for requirements for the form and content of decisions of the shareholder who owns all the voting shares of the JSC (sole shareholder), as well as the participant owning a 100% share in the authorized capital of the LLC (sole participant). This is the “gap” we will focus on.

How to confirm the powers of the sole shareholder/participant?

The powers of the sole shareholder/participant of the company are enshrined in its constituent document - charter. Partners and government agencies are usually provided with a notarized copy of this document or a regular copy certified by the general director (other executive body) of the company, and in rare cases - a copy certified by the registration authority.

The law obliges a JSC to indicate in its charter information that, unlike an LLC. But, despite the fact that the law does not establish such requirements for an LLC, it will still not be superfluous, primarily in order to avoid misunderstandings and the emergence of unnecessary questions on the part of bodies and persons to whom the charter in certain cases can be provided to confirm the powers of the sole participant.

By the way, both a legal entity and an individual can act as the sole shareholder or participant of a company. In this case, according to the general rule. There is a similar requirement for LLCs.

It must be taken into account that if documents confirming the powers of the sole shareholder/participant need to be submitted, for example, to government bodies or to the court, then, as often happens, the charter alone will not be enough. In this case, you will need to additionally submit extract from the register of shareholders in relation to JSC or list of participants in relation to LLC. For clarity, we present examples of such documents in Examples 1 and 2 in the form in which they are compiled in practice.

In addition, as an additional document confirming the powers of the sole shareholder/participant, . When requesting this document, government agencies often set its “expiration date”; for example, they may be satisfied with an extract from the Unified State Register of Legal Entities received no earlier than 2 weeks before the moment of its presentation.

Example 1

Extract from the register of shareholders (about the sole shareholder in the JSC)

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Example 2

List of LLC participants

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What does he decide?

The sole shareholder in a JSC (and participant in an LLC) is authorized to resolve issues within the exclusive competence of the general meeting of shareholders (members of the LLC), despite the fact that he is a single person (according to paragraph 3 of Article 47 of the Federal Law on JSC and Art. 39 of the Federal Law on LLC).

In a JSC, the competence of the general meeting of shareholders is determined by clause 1 of Art. 48 of the Federal Law on JSC (we do not present this long quotation from the Law here in order to be able to publish more sample documents for various cases; after all, you can familiarize yourself with the text of the Law in the legal reference system, on the Internet or from your lawyer). It must be said that not all issues listed in this paragraph are considered in companies in which all shares belong to one person (for example, determining the procedure for conducting a general meeting and electing members of the counting commission loses its relevance for the sole shareholder). In addition, it should be taken into account that the provisions of the Federal Law on JSC regarding the approval of interested party transactions and major transactions by the company do not apply to companies consisting of one shareholder who simultaneously exercises the functions of the sole executive body (clause 7 of article 79 and clause 2 Article 81 of the Federal Law on JSC). And what is the point of a shareholder or participant approving a deal concluded by him as a general director in a separate document?

The situation is similar in LLC: with the competence of the general meeting of participants, which “flows” to the sole participant of the company (it is defined in Article 33 of the Federal Law on LLC), with the procedure for convening/holding a meeting, with the approval of interested party transactions and major transactions (Clause 6 of Article 45 and clause 9 of article 46 of the Federal Law on LLC).

When is a decision necessary?

In cases established by law, the sole shareholder/participant must make a mandatory decision. For both JSC and LLC this case is the same - making a decision based on the results of the year.

In JSC the sole shareholder is obliged annually, within the time limits established by the company's charter, but (i.e. from March to June inclusive) make decisions on the following issues:

In LLC the only participant, namely:

• approve the annual report and annual balance sheet;
• distribute net profit.

This decision must be made within the period specified by the company’s charter, but in any case no earlier than 2 months and no later than 4 months after the end of the financial year (i.e. from March to April).

All other decisions of the sole shareholder/participant, in addition to the decision based on the results of the year, are extraordinary.

On expanding the “agenda”

In practice, there are cases when, by the time the annual decision is made, issues arise that are essentially not related to the company’s annual results (for example, about the approval of a major transaction or about making changes to the charter, etc.). If in the decision of the sole shareholder/participant at the end of the year, along with mandatory issues, other issues are resolved, then this, without any doubt, will not contradict the law. However, this may cause some inconvenience when providing a copy of such a decision to third parties.

Example 3

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Imagine this situation. A company with one participant, wishing to receive a loan from a bank to purchase real estate, submits to the bank, at its request, quite a number of documents confirming its real solvency. If the conclusion of a loan agreement is a major transaction for the company, then the bank will certainly require the submission of a protocol/decision of the authorized management bodies on approval of such a transaction. And this is quite understandable, since the bank needs to eliminate all possible risks of recognizing the concluded transaction as invalid (after all, if a transaction that requires approval by the highest management body of the company is not approved by it, both before and after its conclusion, then under certain circumstances it may be declared invalid, as a result of which everything received under the transaction must be returned to the parties). And if the only participant in such a company reflected all the important issues for him, including approval of the company’s conclusion of a loan agreement, in one document - a decision based on the results of the year, then the bank will be aware, among other things, of what is not at all related to the issue of obtaining a loan. This is not always beneficial to society. Moreover, the bank may have additional questions in connection with accidentally obtained information.

You could argue that there is a way out of this situation: you just need to provide the bank with an extract from the decision, in which you can omit “everything unnecessary.” But the bank may insistently ask for the original decision or its copy... and it will be difficult for him to refuse.

Documentation of the decision

Unfortunately, there is no unified form for the decision of the sole shareholder/participant. The law only stipulates that the decision is made by the shareholder/participant alone and is documented in writing. Thus, the solution can be made in any form, but it is better:

• do this using the details usually used for organizational and administrative documentation (this is a reason to remember our favorite GOST R 6.30-2003), and taking into account the practice of working with this kind of documents in JSCs and LLCs;
• approve the form of the decision in a local regulatory act of the company, such as the provision on the sole shareholder/participant, then there will be fewer errors in its execution.

The form for the decision of the sole shareholder/participant (hereinafter we will simply call it “decision”) is similar to the standard form for the order that is well known to us. Therefore, we will comment on the design of only individual details of the solution.

There are organizations in which it is generally not customary to register such documents. They explain this by the fact that the decisions of the sole shareholder/participant are exclusively internal documents, the originals of which rarely leave their home walls. And if there is a need to present the decision to a third party, then a certified copy of the decision or an extract from it is usually provided. To avoid confusion, we recommend registering and assigning not only the date, but also number such decisions.

There are often solutions in which name of company appears inside the name of the document type, and not as a separate first line on it. Then it turns out that the decision is not drawn up on the organization’s letterhead, therefore, in the signature of the sole shareholder/participant, the name of the “position” includes the name of the organization. In this case, the decision number is written next to the word “DECISION”, and the place of publication and date are placed in the same way as when drawing up an agreement (compare Examples 4 and 5). Everyone has become accustomed to this option, which contradicts the recommendations of GOST R 6.30-2003, and many consider it the only correct one.

The emergence of this practice is largely explained by the fact that decisions of shareholders/participants are often drawn up by lawyers who are well versed in the proper content of these documents, but do not have the skills to draw up organizational and administrative documentation - they do not have an understanding of the function of each detail. And GOST R 6.30-2003 is advisory in nature. Not only lawyers are accustomed to this design, but also the participants/shareholders themselves, as well as government agencies and contractors who see these documents. In order not to take unnecessary risks and not be led to the need to prove your case, for example, when a government agency decides to justify the delay by nitpicking in the preparation of your documents, we recommend “travelling at the general speed of the flow,” i.e. draw up decisions like “all lawyers.”

Example 4

Registration of the “header” of the decision of the sole founder and the signature on it in accordance with the recommendations of GOST R 6.30-2003

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Example 5

The practice of drawing up the “cap” and signature on the decision of the sole founder

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Date the decision is the date of its adoption by the sole shareholder/participant. At the same time, pay attention to the legally established periods for making decisions based on the results of the year (we named them above for JSC and LLC). Usually the date is written in Arabic numerals in the sequence day, month and year, separated by dots (for example, 20.04.2012 ) or verbally-numerically (for example, April 20, 2012). In the second case, the word “year” is not written in full, but the abbreviation “g.” is used. In important documents, the number in the date must be written in two digits (for example, 09), so that no one writes/types the number 1 or 2 before the nine, turning April 9 into the 19th or 29th.

Text The solution is conventionally divided into introductory and main parts:

• the introductory part includes information about the sole shareholder/participant:
  • for individuals - full name, passport details, address of residence; for legal entities - name, registration data, location address;
  • an indication that he is the sole shareholder (participant);
  • the number of shares owned by the shareholder (the size of the participant’s share, constituting 100% of the authorized capital of the company);
  and ends with the words “decided” or “made a decision”, which can be written at the end of the first paragraph (according to the rules of the Russian language, see Example 9) or on a separate line (by analogy with the order form, see Examples 10 and 11);
• the main part of the text includes the actual decisions taken on one or more issues within the competence of the sole shareholder/participant, listed in order in the text. The solution to each question is written starting from a new paragraph using serial numbering.

Let us recall the rules for registering the presence of applications:

Example 6

Mark on the presence of attachments (in this case, another document is attached to the second attachment)

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Example 7

Marking the presence of the application named in the text of the decision

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See the answer to the question about registering the presence of applications on page 87 of magazine No. 3’ 2012

Included props "Signature" instead of the usual “position of the person” in the decision, we will write “Sole Shareholder” or “Sole Participant” (the name of the company is added if the document is not drawn up on its letterhead), and then, as always, there is a personal flourish and full name. See Examples 9 to 11.

If another organization B acts as a shareholder/participant of organization A, then the head of organization B signs the decision (see Example 11).

The decision is usually sealed seal company, which is located next to the signature of the sole shareholder/participant. Please note: even if the only shareholder/participant of company A is legal entity B, the decision is stamped by company A, but not by legal entity B, whose director signed it. That is, it's kind of exception to the rule that the seal certifies the signature of an authorized person signing a document on behalf of the organization.

The shareholder resolution is drawn up in 2 copies, as established in relation to the minutes of the general meeting of shareholders in paragraph 1 of Art. 63 Federal on JSC. It is recommended that the decision of an LLC participant be similarly drawn up in 2 copies, despite the fact that in relation to the minutes of the general meeting of participants this is not specifically stated in the Federal Law on LLCs.

If the solution is made on 2 or more pages, its sheets should be properly stitched with thin tape or thick thread. At the stitching site on the back, stick a small piece of paper on which to write “Stitched, numbered, certified by signature and seal of 3 (Three) sheets” and the date. Then affix the signature of the sole shareholder/participant and the seal of the company so that they are partially located on the decision sheet and partially on the glued sheet of paper with the inscription. It happens that the signature on the binding is put by the executive body of the company (i.e. director, general director, etc.), which is not a mistake due to the fact that this issue is not regulated by law.

Until 2013, the current tax legislation established that annual LLC must be approved by the company's participants, according to, however, after January 1 of the specified year, such a rule lost its force.

Currently, approval takes place only at the personal request of the company’s participants, if such a provision is in the company’s charter, but is not a mandatory requirement.

Previously, documentation approval was handled by . The documentation was considered approved only if the quorum of voters was sufficient and the decision was made unanimously. All decisions made must be reflected in a special protocol.

Now, according to the documentation, it is considered approved only when it is drawn up on paper without errors or corrections, signed by the head of the LLC and certified by the company’s seal, if any.

Rules for approving financial statements

Approval of financial statements falls within the competence of the general convocation of company members. To do this, a regular meeting of the participants of the enterprise is held, at which the corresponding decision is made and entered into the minutes.

First, a decision is made to create and appoint an audit of the enterprise. This event is mandatory, since in the absence of an audit opinion and auditor’s report, the annual reporting will be considered invalid, which means that the documentation cannot be approved.

The commission is created in a regular manner based on the decision of the general meeting of company members and according to the order of the director. Auditing carried out according to the documentation provided by the responsible persons of the company. Third-party organizations may be involved to carry out these procedures.

Procedure for approving financial statements

According to the provisions, first a message is sent about the approval of the annual financial statements at the general meeting of participants, within the established time frame and according to the established procedure. Procedure consists of the following steps:

It should be noted that after approval of the reporting, LLC participants make a decision on distribution of enterprise profits. You can view and download here: . The result should not contradict the provisions of the charter or legislation. As already noted, all information is recorded in the minutes of the meeting, and the wording may depend on what is provided for in the company’s statutory documents.

Changes to the financial statements after approval are not permitted.

An example of approving financial statements in an LLC

The charter papers of Vityaz LLC stated that the final statements must be approved by the general convocation of the company’s members before March 20, in order to have time to submit the report to the Federal Tax Service by March 31.

The meeting did not take place on the approved date, and the documentation was submitted to the tax office at the place of registration of the company. After some time, some LLC participants went to court, indicating that they were not given approval at the end of the reporting period and within the time limits prescribed by Vityaz LLC.

As a result, penalties were imposed on the company, according to failure to submit annual reports company by members of the company, but not for the fact that this documentation has not been approved.

The fine was 20 thousand rubles for the chairman of the general meeting of the LLC, since it was he who did not organize the meeting in a timely manner and did not provide reports for consideration by the company’s participants. In turn, the Federal Tax Service did not impose any sanctions on the company, since approval of annual financial statements no longer required since 2013.

Conclusion

As a result of what has been written, several theses should be formulated:

1. After 2013, it was decided to abolition of requirements for approval of accounting records meeting of company members.
2. Now, approval of documentation is carried out on the personal initiative of meeting participants and for the distribution of profits.
3. Documentation is considered approved if it is on paper, signed by the director and certified by the company’s seal (if any).
4. Adoption decisions on approval of documentation falls within the competence of the general convocation of LLC members and occurs at the next convocation.
5. In some situations, it is necessary to create an audit body and conduct an audit.
6. The procedure for approving reports involves organizing a meeting of members of the company within the time limits established by the charter and law.
7. The procedure for such an event is standard and includes notifying members of the society, providing them with the necessary documentation before the meeting and entering the voting results into the general minutes of the meeting of participants.
8. Deadlines for approval of LLC financial statements range from 2 to 4 months, but until March 31 – the date of submission of documentation to the Federal Tax Service.
9. The decision to approve the financial statements is made unanimously with a mandatory quorum of voters.

The most popular questions and answers to them regarding the approval of financial statements

Question: Hello. I have a company, but besides me, my parents are also the founders. It should be noted that I control 70% of the capital, and my parents jointly own 30%.

Coming soon submit financial statements And I’m wondering if it’s possible to submit reports that have not been approved at the general meeting of participants if I have the majority of the capital?

Will the company be subject to fines if I sign and submit the report myself?

Answer: Hello, according to the regulations Article 13 of Federal Law-402 dated December 6, 2011 accounting statements are considered approved after they are compiled in writing, signed by the head and certified by the company’s seal (if any).

In other words, if you submit an unapproved but signed report, this will not constitute tax violation. In your case, the solution to the situation can be simplified by the fact that you are the owner of 70% of the management company, which means that the voting of other members of the company will not be able to influence the final decision. Based on this, you have the right to independently take any actions related to the operation of the enterprise, but not contrary to the provisions of the charter and current legislation.

The article will reveal the main points regarding financial statements in an organization. Who signs it, why this procedure is necessary and whether it is mandatory - further.

Dear readers! The article talks about typical ways to resolve legal issues, but each case is individual. If you want to know how solve exactly your problem- contact a consultant:

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Accounting statements are a mandatory document for an enterprise. It is required for submission to the tax authorities in order to show the financial position of the organization.

The document must be signed, so it acquires legal force. Who has the right to sign, and are there any nuances?

General points

Accounting statements provide a complete picture of the state of affairs in the organization. Includes indicators that reflect financial, property and other status.

Reporting must adhere to the following principles:

• observance of maintaining a single ;
• a complete reflection of the operations performed and their results;
• highlighting inventory results;
• correct balance of income and expenses;
• equality of indicators and their consistency.

Reporting must be maintained in every enterprise, regardless of its form of ownership. It is divided into periodic (monthly, quarterly) and annual.

Financial statements include:

• applications;
• explanatory note.

The main documents are the balance sheet and the cost and profit report. The reporting, after its preparation, is signed by the executive body of the economic entity.

After this, the document is considered completed. Financial statements must meet the following requirements:

• data veracity;
• timeliness of provision;
• comparability of facts;
• availability of information;
• efficiency.

Reporting is allowed to be submitted in paper or electronic form. The first case involves submitting the document in person or sending it by mail.

If a representative of the organization submits reports, then a power of attorney must be issued to him. When sending by mail, it is important to do .

To submit reports in electronic format, you must agree with the authorities to which the documents are submitted.

You can provide it by e-mail or on a floppy disk. A digital signature is required; without it, reporting is invalid.

The responsibilities of the accountant responsible for maintaining records include:

• compliance with legal regulations;
• control over the preparation of reports, their timely submission to the tax service and other inspections;
• participation in the preparation of documentation;
• checking reports.

The balance sheet is one of the main documents in an enterprise. Based on it, you can understand how society develops and what the results of its activities are.

The date of approval of statements in the balance sheet is the period from March 1 to April 30 of the year following the reporting year.

What it is

Financial statements are a set of accounting ratios compiled in the form of tables and reflecting the real situation of the financial and property activities of the organization.

This is a data system on the basis of which a document is drawn up and submitted to the inspection authorities.

Why is the procedure needed?

Reports drawn up in the organization are subject to signature. This is necessary to confirm the accuracy of the information specified in the documents.

Regulatory regulation

There are 4 levels of regulatory regulation of financial reporting:

Based on Federal Law No. 402, a copy of the signed reporting must be kept in the organization.

The Law “On Accounting” states that annual reporting is approved in the manner prescribed by the organization’s constituent documents - paragraph 2. According to the same law, Article 13, annual reporting must be approved.

The date of signing is the one indicated in the financial statements when submitting them to the state regulatory authorities.

Nuances with a single participant

Regulatory legal acts contain requirements for the timing and procedure for holding a general meeting, but there are no conditions for the only participant in the company who owns all the shares of the company.

The rights of the sole shareholder are secured in. Partners and government agencies must have a photocopy of this document.

It must be certified by the general director. The only participant can be a legal entity or an individual. But such a participant cannot be another society.

He makes decisions regarding the activities of the company without fail. The powers of the participant include:

• approval of the annual report, financial statements in general;
• distribution of income and expenses for the year;
• election of the board of directors;
• holding a meeting;
• appointment of an inspection commission;
• other issues related to the meeting of participants.

The annual result of the activities of a limited liability company is approved by the sole participant at least once a year, by his decision.

There is no standard form for making a decision. The law only establishes that the decision is made by the participant in a uniform manner and is drawn up in writing.

The solution is drawn up in any form, but the following is taken into account:

In some organizations, such a decision is not registered at all, and if it is necessary to submit a document to inspection authorities, then a certified copy or extract from the decision is used. Decision date – the date of its adoption.

The text is divided into several parts - introductory and main. The first states:

The ending is the words “decided” or “made a decision.” The main part contains the solution itself and its result. For each question, the solution is written from a new paragraph and numbered.