Minutes of a general meeting of participants of an LLC on the appointment of an auditor

Minutes of the general meeting of participants on the approval of a major transaction is a mandatory document for the legal execution of transactions exceeding 25% of the book value of the company's assets and going beyond the normal business activities. Correct execution of this document protects the interests of the company's participants and ensures the legality of transactions, preventing possible risks of invalidation of such transactions. According to Federal Law No. 14-FZ “On Limited Liability Companies” (Article 46), a major transaction or several interrelated transactions related to the acquisition, alienation or the possibility of alienation by the company directly or indirectly of property, the price or book value of which is 25 or more percent of the book value of the company's assets, determined according to its accounting (financial) statements as of the last reporting date, is considered a major transaction. Conclusion of a major transaction without appropriate approval may lead to recognition of the transaction as invalid - such transaction may be challenged in court by the company's participants, the company itself or other interested parties.

Minutes of an extraordinary general meeting of participants are required to formalize consent to a related-party transaction. According to the Federal Law “On Limited Liability Companies”, an interested party transaction is a transaction in which a member of the Board of Directors, the sole executive body, a member of the collegial executive body or a controlling person of the company is interested. 1. Interest shall be determined in the presence of at least one of the following circumstances: a) the person is a party to a transaction or a beneficiary; b) the person controls a legal entity that is a party to the transaction; c) the person holds positions in the management bodies of the legal entity that is a party to the transaction. 2. Purposes of approval of interested party transactions a) Prevention of conflict of interests - minimization of the risk of making decisions to the detriment of the interests of the company and its participants. b) Protection of participants' rights - ensuring transparency and fairness in concluding transactions. c) Control over the use of the company's property - prevention of withdrawal of assets from the company. d) Exclusion of abuses on the part of management bodies - reducing the risk of entering into transactions on terms unfavorable for the company. 3. Legal consequences of the absence of approval A related-party transaction made without proper approval may be recognized invalid at the suit of the company, a member of the board of directors or a shareholder of the company if it has caused damage to the interests of the company. At the same time, the absence of a protocol of approval is evidence of non-compliance with the approval procedure, which increases the risk of contesting the transaction. A decision to approve an interested party transaction of an LLC is formalized by drawing up minutes of the general meeting of participants (board of directors) of the company.