A particularly large deal. Big deal

The acquisition of commercial real estate, as a rule, is associated with quite large costs, and accordingly, the amount can be very large. In such situations, legal entities need to determine whether the transaction is major. Let's look further at how to do this.

Terminology

A major transaction for an LLC is a disposal or acquisition material assets company, the value of which exceeds 25% of the price of the company’s entire property. The latter is assessed using financial statements. In this case, the calculation is carried out for the period preceding the day on which the decision was made to approve a major transaction. The company's charter may establish more high percent. In accordance with the constituent document, a major transaction for an LLC may be determined by other criteria. Thus, this category may include the purchase and sale of real estate, regardless of its value. Any transaction the amount of which exceeds a certain figure (for example, more than a million rubles) can also be considered large.

the federal law

A major transaction is carried out according to the rules established in Art. 46 Federal Law No. 14. The article also contains a detailed explanation of the definition itself. Thus, a large transaction is considered to be one (loan, credit, guarantee, pledge, among others) or two or more interrelated transactions relating to the acquisition, alienation or possibility of alienation indirectly or directly of property worth 25% or more of the total price of the company’s material assets, established according to data financial statements for the period preceding the date of the decision to conclude them, unless the company's Charter provides for a higher percentage.

This category does not include those committed in the normal course of economic activity firms, as well as those that are mandatory for a legal entity on the basis of the Federal Law or other regulations, and settlements for them are carried out at prices established in the manner determined by the Government or an executive body authorized by it. The cost of acquired material assets is determined according to the company's reporting, and the acquired property is determined on the basis of the offer amount.

Approval of a major transaction: sample, description of the procedure

No participant can independently acquire or sell the property of a legal entity without the knowledge of the other shareholders. A major transaction is approved by the general meeting. Discussion and documentation are carried out according to the rules provided for in the constituent documents. The decision to approve a major transaction (a sample act is presented in the article) must contain information about:

• Persons who act as parties to the agreement, beneficiaries.
• Price.
• The subject of the contract and other essential conditions.

The decision to approve a major transaction may not include information about the beneficiaries if the contract is concluded at auction and in other cases when the parties cannot be identified by the time the act is adopted. The company's charter may provide for the creation of a board of directors. In this case, the decision to approve a major LLC transaction concerning the alienation or its possibility, as well as the acquisition indirectly or directly of material assets worth 25% or more of the price of the company’s property may relate constituent documents within the competence of this body.

Challenging

Agreements signed in violation of legal requirements (no approval of a major transaction, an improperly drawn up act, etc.) may be declared invalid. The dissenting participant may file a corresponding claim in court. If the statute of limitations on a claim for recognition of the invalidity of a contract is missed, in such cases it cannot be restored.

Court refusal

The authorized body may not satisfy the plaintiff’s demands to invalidate the decision on a major transaction carried out in violation established by law orders if any of the following circumstances exist:

1. It has not been proven that the conclusion of this agreement has caused or may cause damage and other adverse consequences for society or the participant filing the claim.
2. The vote of a shareholder submitting a demand to the court to invalidate a transaction concluded after approval at the general meeting, even if he participated in it, could not have influenced the results.
3. By the time the case is heard, evidence of subsequent approval of the contract according to the rules established in the Federal Law has been submitted to the court.
4. During the consideration of the dispute, it was proven that the other party to this transaction was not and should not have been aware of its completion in violation of the law.

Consequences of invalidity

The main result in this case will be the absence of a positive legal outcome. In other words, the rights and obligations provided for by the conclusion of the agreement will not arise. Thus, an invalid transaction will not entail legal consequences other than those that arise directly when it is recognized as such. As an exception, the court has the right to terminate the agreement not from the moment of its conclusion, but for the coming period - from the date of the relevant act. This provision applies to voidable transactions if it follows from their content that they can only be stopped for the upcoming period. Basically, this refers to ongoing contracts, the termination of which from the moment of their conclusion is impractical or impossible.

Bilateral restitution

This is another one important consequence recognition of a transaction, including a large one, as invalid. In case of termination of the contract, the parties must return to their original position. Each participant is obliged to return to the other everything that he received during the transaction. Bilateral restitution occurs if the parties have partially or fully fulfilled contractual requirements. If it is impossible to return what was received in kind, the participant must reimburse its value in cash, unless other consequences are provided for by law.

It should be noted that bilateral restitution does not always work in practice. For example, you cannot return goods resold to third parties. Compensation in money in such cases does not make sense, since the buyer has already paid, and the repeated deduction of money will act as unjust enrichment. Constitutional Court according to these controversial issues explained that in restitution, the restoration of rights should be carried out on the principle of equality, ensuring equivalence and equivalence of compensation for the value of material assets. The Supreme Court and the Supreme Arbitration Court also indicated that when applying the consequences of the invalidity of a contract, the obligations under which have been partially or fully fulfilled, it is necessary to proceed from the equal amount of obligations. In this regard, in controversial situations, restitution provisions often do not work in practice.

Important point

If an agreement is concluded in which there is an interest in signing, the approval of a major transaction is carried out in accordance with the provisions of Art. 45 Federal Law No. 14. The exception is the case when all participants in society have it. In such situations, a major transaction is agreed upon in the manner established by Article 46. In addition to the cases specified in paragraph 1 of this article, the constituent documents may provide for other sizes or types of contracts that are subject to the above requirements.

Exceptions

The provisions under which a major transaction must be concluded do not apply to:

1. Relations that arise when the right to property is transferred during the reorganization of a legal entity, including under agreements of accession and merger.
2. Companies that consist of one participant who simultaneously performs the functions of the sole executive body in it.
3. Relations that arise when a share or part thereof in the authorized capital is transferred to a legal entity in the cases established in Federal Law No. 14.

Arbitrage practice

According to paragraph 2 of Art. 46 Federal Law No. 14, if a major transaction is concluded, the value of the property alienated by the company is determined in accordance with its accounting data. According to the explanations contained in clauses 2, 3 of Letter No. 62 of the Supreme Arbitration Court (review of the practice of considering disputes concerning the conclusion by business entities of the contracts and agreements in question in which there is an interest), when determining the category of legal relationship, the value of the item should be compared with the book value of the assets of the legal entity at the latest approved reporting without reduction by the amount of liabilities (debts).

The accounting period, according to Federal Law No. 129, is the calendar year from January 1 to December 31 inclusive. With absence balance sheet in society, the burden of proving that the concluded agreement is not a major transaction rests directly with the legal entity. If there are objections from persons participating in the case regarding the reliability of the information presented by the company, it is allowed to determine the value of material assets based on the results of an accounting examination as ordered by the court.

Percentage calculation: sample

A major transaction is determined by the ratio of the value of existing and acquired/alienated property. Let's look at an example:

1. The cost of the property is 45 million rubles.
2. The price of a legal entity's property is 5 million rubles.
3. 1% of 5 million = 50 thousand rubles.

Let’s find the cost of the transaction as a percentage of the legal entity’s property:

45 million/50 thousand = 900%

There is another option: divide the transaction cost by the price of the property (100%) and then multiply by 100:

45 million/5 million x 100 = 900%

Control

On January 1, 2012, Section V.1 of the Tax Code came into force. It regulates the implementation of control over transactions made between related parties. The subject of supervision is the contract price. During the control, the compliance of the specified value with market values ​​is checked. This process is regulated by Art. 105.3-105.6 NK. Tax control is carried out to verify the completeness of accrual and payment of fees and taxes (profit, VAT, personal income tax, mineral extraction tax). Any major transaction is subject to registration with the relevant service. Contracts that meet certain pricing requirements are subject to control. The Tax Code establishes the following criteria:

1. The amount of income under contracts for the corresponding period exceeds 1 billion rubles. (since 2014).
2. One of the parties acts as a taxpayer of mineral extraction tax, calculated according to the tariff as a percentage, and the subject of the transaction is a mineral (precious metals and stones, oil and its products, ferrous and non-ferrous metals, mineral fertilizers). The cost criterion for such contracts is 60 million rubles.
3. At least one participant:

Acts as a taxpayer of UTII or Unified Agricultural Tax (if the agreement is signed as part of this activity), and the other party does not use special mode taxes (cost limit - 100 million rubles/year);

Exempt from paying income tax, and the other does not use such a relief (price threshold - 60 million rubles / year);

Acts as a participant in the Skolkovo project, but the other does not (criterion for the amount is 60 million rubles/year);

He is a resident of the SEZ and uses a preferential tax regime, while the second one does not, the price limit is 60 million rubles/year.

Notification

The taxpayer is obliged to notify the supervisory authority about controlled transactions that were completed during calendar year, no later than May 20 of the upcoming period. This requirement is present in Art. 105.16, clause 2. The notification is sent to the place of residence, location or registration of the legal entity as a large taxpayer. The notice should provide the following information:

The notification form, the procedure for filling out, as well as the format for submitting the document in electronic form have been adopted and approved in accordance with the Order of the Federal Tax Service. If the transaction is not recognized as controlled, then the above requirements do not apply to it.

Conducting a major transaction requires approval from the owners of the organization. Without this, the court may declare it invalid, which threatens significant material damage to the parties to the concluded agreement. Which transactions are considered major and what is the procedure for their approval depends on the organizational and legal form of the legal entity.

Big Deal: Graduation

A single concept of a major transaction in Russian legislation does not exist. It can be recognized as such if certain conditions are met, which vary for each type of organization:

Joint-stock companies - Article 78 of the Law of December 26, 1995 No. 208-FZ “On joint stock companies" A transaction is considered major if an organization acquires/disposes of property (or intends to do so), the price of which is equal to or exceeds 25% of the value of the company’s assets. This refers to their book value according to the latest financial statements.

Companies with limited liability– 46th article of the law dated 02/08/1998 No. 14-FZ “On LLC”. According to the law, a major transaction for an LLC is defined in the same way as for joint-stock companies.

Unitary enterprises - Article 23 of the Law of November 14, 2002 No. 161-FZ on State Unitary Enterprises and Municipal Unitary Enterprises. A transaction is considered large if its value exceeds:

• or 5,000,000 rubles;

  or 10% of the authorized capital of the UE.

Budgetary institutions – Art. 9.2 of the Law of January 12, 1996 No. 7-FZ “On non-profit organizations" If the charter of the institution does not define a smaller size of a major transaction, it is considered to be transactions in relation to property, the value of which is more than 10% of the value of the assets on the balance sheet of the organization.

For commercial companies (JSC and LLC), a transaction is not major if it does not go beyond the scope of their normal business activities. An important parameter of “usuality” is the organization’s constant conduct of certain activities, its regular basis. In practice, it is not always possible to determine this unambiguously. For example, if an LLC engaged in the production of bread takes out a large loan to expand its range bakery products, regardless of the amount, it is not recognized as a major transaction. But if a park was built in front of the company’s entrance using money lent by the bank, it will be difficult to prove that its appearance is directly related to the daily activities of the LLC.

Approval of a major transaction: features of the procedure

Since the procedure for approving a major transaction causes disagreement among lawyers and law enforcement officials, Supreme Court The Russian Federation provided the necessary clarifications. They are contained in the Resolution of the Plenum of the Supreme Court dated June 26, 2018 No. 27. You should refer to this document in order to correctly understand the provisions of the above laws relating to this issue.

The Supreme Court explained the following about the procedure according to which a major transaction is approved:

If the value of the alienated or acquired property is in the range of 25-50% of the value of the JSC’s assets on the balance sheet, the transaction can be approved by the board of directors, but it must do so unanimously. Retired members are not entitled to participate in voting. governing body, for example, those who left it due to disqualification.

Approval of a major transaction, the price of which is more than 50% of the book value of the property (assets) of a JSC or LLC, falls exclusively within the competence of the general meeting of owners (shareholders). Even the company's charter cannot transfer this authority to another body.

A decision on a major transaction must contain information about its parties and basic conditions. In particular, it is necessary to reflect information about the price, terms of the obligation, and how its fulfillment is ensured. If conditions change, a new decision on approval of the transaction must be issued.

Another feature of the approval procedure is described in the law of April 5, 2013 No. 44-FZ “On the contract system in the field of procurement for government needs.” A major transaction can be carried out in the form of government procurement if its cost exceeds established limits. This law determined that the decision to approve a major transaction of an LLC or JSC is a mandatory document for filing an application, without which it will be rejected (Article 51 of Law No. 44-FZ).

If the company consists of a single participant, that is, it is managed individually, a decision to approve the planned transaction is not required.

Decision to approve a major LLC transaction: sample

Since January 2017, federal laws No. 14-FZ and No. 161-FZ (on LLCs and JSCs) have been in effect in an updated version. In particular, the changes affected the articles (Articles 46 and 78, respectively) devoted to large transactions. Now the decision on approval is called a little differently: “decision on consent to a major transaction.” It is drawn up in the form of a protocol.

In particular, written approval of a major transaction (more precisely, a sample protocol) must contain:

information about the parties to the transaction and its beneficiaries;

subject of transaction, cost, others essential conditions contracts;

general parameters of the agreement;

consent to conduct similar operations on alienation/acquisition of property;

validity period of the executed consent.

The law requires special rules to be followed if a major transaction for an LLC is made. What transaction is considered major for an LLC and what requirements must be met when concluding it.

There are special rules for LLCs regarding large transactions. If the established procedure is not followed, the transaction may be challenged and the court will declare it invalid. Before the company signs new agreement, lawyers need to find out:

• whether the transaction is large;
• Does the charter contain any rules stating that this transaction must be approved according to the rules on large transactions?

Please note that the charter cannot change the procedure for approving such transactions or cancel it (,). If the charter contains clauses that can be dispensed with without approval, they are invalid.

Guest, meet - !

A major transaction for an LLC is a transaction with a price higher than the value of 25% of the company's assets

The concept of a major transaction for an LLC is present in “On Limited Liability Companies”. According to the law, such a transaction is an operation in relation to property, the value of which exceeds 25% of the total value of the company’s property. However this is not the only sign. In Art. 46 of the LLC Law, what is a major transaction for an LLC. This is a deal that:

1. Exceeds the normal activities of the company.
2. Associated with the acquisition or alienation of property, the price or book value of which is higher than 25% of the book value of the LLC’s assets. The book value is determined based on the latest reporting date. In particular, the transaction may concern a loan, credit, collateral, etc.
3. Provides for the obligation of the LLC to transfer these assets for temporary possession, use or under a license agreement (Clause 1, Article 46 of the LLC Law).

A large transaction can be not one, but several interconnected transactions (Clause 1, Article 46 of the LLC Law). The Plenum of the Supreme Arbitration Court of the Russian Federation explained the criteria by which the interconnectedness of transactions is determined (subclause 4, clause 8):

• they were concluded for a common economic purpose;
• the property has a single economic purpose;
• as a result, one person receives ownership of the property;
• there is a short time gap between transactions.

The Supreme Court of the Russian Federation in Resolution No. 27 indicated that in order to assess the total value of several transactions, it is necessary to compare the value of property for all transactions with the assets in the balance sheet that was drawn up before the first transaction (clause 14 of Resolution No. 27).

What is considered a major transaction for an LLC due to its atypical nature?

It is important for corporate lawyers to know what transaction is considered major for an LLC, as well as which transactions do not fall under these criteria. If the transaction relates to the company’s usual field of activity, it is not considered major. When a transaction is said to be outside the normal course of business of the company, it means that:

• the company itself usually does not carry out such transactions, or it is not customary for them to be carried out among organizations that exist in the same business area; or
• the transaction terminates the work of the company, changes the type or scale of work (Clause 8, Article 46 of the LLC Law).

If at least one of the two criteria is met, this means that this transaction is a major one for the LLC (clause 8, article 46 of the LLC Law, subclause 2, clause 9 of Resolution No. 27, paragraph 3, subclause 2, clause 3 of the resolution dated May 16, 2014 No. 28).

The conditions for concluding transactions are listed in Art. 46 of the LLC Law

The company is planning an atypical transaction on the alienation of property, and the subject of the transaction will be property valued at more than 25% of the LLC's assets. Such a transaction must be approved. Moreover, according to the law on LLCs, only the general meeting of participants can approve major transactions (Clause 3, Article 46 of the Law on LLCs). But there is a clause in the law. If the company is governed by a board of directors or a supervisory board, the charter can establish the board's authority to approve major LLC transactions. Then the board will have the right to agree to such a transaction if the value of the subject of the transaction ranges from 25% to 50% of the total value of the company's assets. When determining which transaction is large for an LLC, you need to take into account the price indicator. If the value of the transaction is higher than 50% of the value of the company’s property, only the general meeting can give consent to it.

A meeting regarding the approval of a major transaction in an LLC is held on general rules. Following the meeting, the LLC participants decide whether they agree to the deal. If the initiators of the transaction have received consent, the decision on a major LLC transaction must indicate:

1. Who are the parties to the transaction?
2. Who is the beneficiary of the transaction?
3. What is the size of a major transaction for an LLC.
4. What is the subject of the transaction, what are the other essential conditions of the conclusion or in what order are they determined (Clause 3 of Article 46 of the LLC Law).

In addition, the decision may include:

• an indication of the minimum and maximum limits on the value of property or the procedure for determining these limits;
• the company’s consent to similar transactions, as well as to the simultaneous execution of several transactions;
• alternative options for transaction terms;
• the period during which the decision on consent due to the size of the transaction for the LLC will be valid. If no deadline is specified, the decision is valid for one year from the date of approval of the document (unless otherwise follows from the essence of the transaction or the circumstances of consent to it).

The party to the transaction and the beneficiary may not be indicated in the decision if the transaction is concluded at auction, as well as in other cases specified in the law (clause 3 of Article 46 of the LLC Law).

The company's charter may contain a requirement to approve transactions according to the rules for large LLC transactions, even if the transaction does not apply to such.

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Not all businessmen who have established an LLC understand when a major transaction is being made. Let's define what such a transaction is, what its main criteria are and find out the calculation rules. What standards should be taken into account in 2019?

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An authorized representative of the company has the right to make a major transaction if it is approved by a majority of the founders.

Russian legislation contains rules that regulate such transactions. After all, when a significant share of assets is alienated, losses or even insolvency of the organization may occur. What is the essence of large transactions? What is the definition given in the legislation?

Important aspects

Any economic entity (holding, corporation, company, organization) makes many transactions that satisfy the needs of the population.

Legislation regulates the execution of large contracts, and not only for the reason that their cost is high.

The essence of this operation is that property interests are coordinated, which represent the basis for conducting activities.

What is it (concepts)

LLC is a limited liability company. It is established by one or more citizens or companies, and the maximum number of company participants is established at the legislative level.

The authorized capital of such a company is divided into shares between all participants. A major transaction is a transaction (or several transactions that are interrelated) in which the alienation or the possibility of alienation arises directly or indirectly of property objects.

The price of such property must be 25% or more of the book value of the organization's assets.

What are its criteria

A major transaction differs from any other by two criteria that are compatible. If they coincide, then the transaction can be considered major. Quantitative and qualitative criteria are taken into account.

The essence of quality is that there must be 2 components - an object, which will indicate the connection with the property object and the action that is performed with this object.

The property may:

• to be acquired;
• alienate.

These may include agreements:

• etc.

The primary criterion when determining the size of a transaction is quantitative indicators. They are defined as the ratio of the value of the agreement and assets.

How more price the company's economic operations, the more often they are carefully analyzed. If the contract amount is not more than the limit, the analysis is also carried out if there is a relationship between the transactions.

It is easier to track the presence of a relationship for homogeneous transactions, as well as if the participants are the same, or the counterparties are affiliated.

The value of assets is determined based on the data of the company's accounting reports as of the last reporting day.

The following are not considered large:

• transactions that are made in the ordinary course of business;
• transactions in which ordinary shares of an enterprise are placed;
• transactions in which issue-grade securities are placed that are convertible into ordinary shares.

What is considered a major transaction for an LLC? A transaction under the agreement can be considered a major one:

• in accordance with which the exchange is carried out;
• purchase and sale, etc.

Moreover, in this case, you will need to have approval for:

• to main contracts;

If there is a close relationship between several small transactions, then they can turn into one large one.

This opportunity appears if there are the following signs:

• small transactions are homogeneous;
• they occur simultaneously or at short intervals;
• the participants in such transactions are the same entities, the same acquirers;
• transactions are carried out for a single purpose.

The enterprise has the right to independently determine the size of the transaction. The charter can specify other sizes of a major transaction - not 25%, but even more.

The price of the property being alienated will be determined according to the current accounting information, and the price of the property being purchased will be determined by the value of the offer.

The company's charter must contain information about how major transactions will be conducted:

• with the consent of the founders of the company;
• if the board of directors gives permission;
• without any permissions.

If there is no such information in the charter, then the provisions of paragraph 3 of Art. 46 Federal Law No. 14, and the transaction will be approved by the general meeting of LLC participants.

To determine a major transaction, which is stated in the charter of the enterprise, several criteria are taken into account:

• what objects are part of the property;
• what actions are performed with such objects;
• How a business transaction is evaluated.

Sometimes it is necessary to prove that the transaction is not large. The legislation does not indicate how to draw up the relevant document.

But usually a certificate of small-scale transaction is required if:

Such a document will confirm the authority of management to dispose of property or rights without the approval of other authorities.

This is what a certificate should look like stating that the transaction is not major. A sample for an LLC is available.

Regulatory regulation

The main legislative acts that should be relied upon when considering this issue:

Calculation of a major transaction for an LLC

The legislator establishes the rules for calculating a major transaction. What do you need to know?

How to calculate correctly

When starting the calculation, they evaluate the operation being performed. After this it is compared with total amount enterprise assets.

Determine an amount that is equivalent to 25% of the total balance. The result is a criterion that will allow you to understand whether the transaction is large.

When will it be held comparative analysis, and the transaction valuation exceeds the benchmark indicators, before concluding the contract, you need to prepare the following information:

• establish the amount of assets on the date that precedes the transaction;
• if the indicator exceeds 25%, then a more detailed analysis becomes necessary;
• determine cause-and-effect relationships on the company’s property;
• are studying whether there is a relationship between other agreements that were concluded in this area;
• clarify that the transaction is not an ordinary one.

When all this is completed, they calculate whether the operation is major. Let's give an example. The Malinka Society is going to buy premises to house a new department.

The required amount is 14 million rubles, while the balance is 42 million. A comparative analysis was carried out and it was determined that the transaction would be large.

Calculations are carried out:

14 million is 33.3% of assets.

14*42 * 100 = 33,3.

How to calculate by balance

Judicial practice shows that when establishing the book value of an organization's assets, it is necessary to take into account the amount of assets according to the company's balance sheet that was last approved.

Courts recommend that companies use accounting data, taking into account the residual value of property assets, rather than market value indicators when making calculations. Confirmation can be the balance sheet for account 01.

Protocol of approval (sample)

In addition to the contract itself, it is necessary to make an additional decision in the form of:

• consent to the transaction;
• approval of the transaction that has been completed.

In order for the transaction to be approved, it is necessary to hold a founding meeting (clause 2 of article 33, clause 3 of article 46 Federal Law Russian Federation № 14).

But first, a draft decision is prepared at the board of directors, which reflects the following data:

• the price of the objects that are purchased;
• description of the subject of the auction;
• information about the buyer.

The issue is considered and a decision is made. When a transaction is approved, a protocol is drawn up in which this fact is indicated (,).

If this document does not contain sufficient arguments for the decision to be positive, the transaction is considered not approved.

Often such decisions are not needed. This applies to cases where the founder of an LLC is one person who also acts as a director.

The draft transactions or concluded agreements are attached to the protocol. The certificate must reflect the following information:

• price;
• item;
• information about the other party;
• other conditions that can be considered essential.

Please note that the decision will be valid only for the period specified in it. If such information is not available, then such period is equal to one year. The transaction must be completed before this period expires.

Consent to a transaction can be given not only by the supervisory board before it is completed, but also after (in the form of approval). Once approval is received, the transaction process begins.

If an auction, competition or tender is held, then the participation documentation reflects data on the approval of these transactions by the general public.

If the other party is known in advance, then management enters into an agreement and organizes the fulfillment of obligations.

There are costs, conditions and other indicators. If the conditions are not fully met, then there is a risk of termination of the transaction.

If the only participant in the company

If the company is created by a single founder, the transactions made should not be considered major. It confirms .

This situation can be changed if it changes before the transaction is completed. It is being compiled that will reflect such changes.

Video: how to approve a major transaction in an LLC

To avoid violations of the rights of future LLC participants, it is worth obtaining written consent from these persons to be part of the company.

Nuances for a budget institution

The price is set based on financial statements on the last day. The charter of the enterprise may also indicate a smaller amount of the contractual agreement.

The implementation of agreements occurs with the consent of the founding members.

Founders budgetary organization can be:

• federal executive body;
• executive authority of a constituent entity of the Russian Federation;
• local government body.

To participate in the agreement, the founders must submit several certificates to the Russian Ministry of Finance:

• request from the management of the enterprise that preliminary approval be carried out (indicating the cost, terms, subject of the agreement, parties, arguments for approval) with;
• a copy of the budget reports for the year, certified by the chief accountant;
• a draft agreement indicating the terms of the transaction;
• report with an assessment of the object (3 months before the transaction is completed);
• instructions for each, debtor and creditor.

The decision will be made within a month after submitting the documentation. In order to maintain a balance of interests between the participants of the limited liability company, and also to exclude conflict situations, provisions on major transactions have been introduced.

But it is worth noting both positive and negative points. The advantage is that this way you can protect the private property of the owners and divide executive bodies with the consequences of operations.

The downside is that there are opposing opinions, which often lead to contacting law enforcement agencies.

If disputes arise, there is even a risk that the company will be liquidated. To defend their case, both the participants and the company submit claims to the judicial authority.

Term limitation period- year. The plaintiff must indicate:

• state registration number and address of the enterprise that entered into the agreement;
• facts that confirm that losses or conditions for causing harm have arisen;
• whether the powers of each party have been exceeded;
• a number of arguments that the transaction should be considered major.

If such conditions are met, there is a chance of a positive decision from the judge. But the court may refuse if it does not consider the owner’s property rights to be infringed, or if the action did not lead to damage.

So, LLCs bear all responsibility for the legality of large transactions. If a conflict arises, an accounting examination is carried out.

The statutory documentation must contain all the information that regulates financial activities companies.