If a company participates in bidding through an intermediary, then the first option is selected. For an LLC, the highest body is the meeting of founders, which adopts all defining decisions. In some cases, authority for the described operations is delegated to the board of directors. Organizations must submit a formalized decision. Otherwise, the candidate will be removed from the electronic platform at any stage. Sometimes this happens right before the conclusion of the contract, sometimes the request is excluded from the list of applications of participants in an open auction immediately after the documents are accepted. If an LLC has only one founder, then formally, like for an individual entrepreneur, he does not need to submit this document. However, the trading rules establish that a decision to carry out a major transaction is submitted by a legal entity.

Sample decision on approval of a major transaction for individual entrepreneurs

The Civil Code of the Russian Federation establishes a 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;
• voting results for each item on the agenda;
• persons who counted the votes;
• persons who voted against the approval of the transaction and demanded that this be recorded.

Please note that approval norms do not apply to companies that consist of one participant, and he simultaneously performs the functions of the executive body (Clause 7, Article 46 No. 14 of the Federal Law).

Peculiarities of formalizing a decision to approve a major transaction

A transaction will be considered major if it goes beyond the boundaries of ordinary business activities and is associated with the purchase or sale of property of a joint-stock company (more than 30% of shares) or involves the transfer of property for temporary use or under a license (clause 1 of Article 46 No. 14- Federal Law). Moreover, in both cases, the price of such transactions must be at least 25% of the book value of the assets of the limited liability company (LLC). The decision to approve such an operation is a document that indicates the maximum price of one contract (clause

Sample decision on approval of a major transaction

Approve the conclusion of contracts (agreements) based on the results of procurement procedures for goods, works, services carried out under the Law of 04/05/2013 No. 44-FZ “On the contract system in the field of procurement of goods, works, services to meet state and municipal needs”, according to the Law of July 18, 2011 No. 223-FZ “On the procurement of goods, works, services by certain types of legal entities” and other types of procurement on behalf of the Limited Liability Company “”.2. Approve the maximum possible amount of one large transaction for the conclusion of contracts (agreements) based on the results of procurement procedures for goods, works, services, in the amount of 50,000,000 (Fifty million) rubles. Sole participant of the Limited Liability Company " "Full name" SB Aspect LLC does not guarantee full compliance of materials with legal regulations at the time they are viewed by the user.

Decision on approval of a major transaction in an LLC (sample)

Info

He fills out the form on his own behalf and submits it to the competition site or attaches it to the application if such a requirement came from the customer. You can see a sample Decision on approval of a major transaction below; this option is general and is suitable for submission to both the ETP and the customer. Sample protocol on approval of a major transaction If a company has several founders, then a “Protocol on approval of a major transaction” is prepared.

Attention

You can see a sample of this document below: As you noticed, you need to enter the amount that will be the maximum to recognize the transaction as not large for the company. You can specify any amount you deem necessary; it is most logical to indicate the maximum amount that you are willing to offer during the purchase. It may happen that the amount you indicate in the document is too small.

Decision to approve a major transaction

The supplier provides a document confirming its readiness to take part in a significant procurement as part of the main package of documents at the stage of registration and obtaining the status of an accredited company on federal trading platforms. A sample decision on a major transaction 44-FZ will help you check whether the document meets the requirements. At the end of the article you will find several examples for various organizations.
We check the criteria For companies, joint stock or limited liability, the criteria for drawing up documents for approving the terms of the contract are defined. If there is only one participant in the constituent documents of the company, then the decision of the sole participant to approve a major transaction is signed with his signature. If there are more than two founders in the company, then the issue is resolved at an extraordinary meeting, at the end of which a protocol is drawn up.
It needs to reflect the voices of all participants.

Sample decision to approve a major transaction in 2018.

In an LLC, approval is within the competence of the general meeting. If an 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. When is such approval needed in the contract system? To participate in an electronic auction, everyone who wants to first undergo accreditation on the ETP.

To do this, they provide a general package of documents, which includes consent to the transaction. Moreover, this is always required, including when the purchase does not fall into the large category. A sample decision on a major transaction under Federal Law 44 can be found at the end of the article.

Information must also be included in the second part of the application if required by law or constituent documents, and also when both the security for 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.

We check the decision to approve a major transaction

The fact that it is not necessary to submit a decision on approval of large transactions does not mean that individual entrepreneurs will be accredited under a simplified regime. The remaining requirements are valid for all participants in the bidding, and the form for concluding a government contract may generally contain special conditions. Solution for an LLC For an LLC intending to take part in an open auction, the transaction is considered major if:

• the amount is higher than an ordinary business transaction;
• property is transferred for temporary use;
• the cost of such transactions will be equal to or greater than 25 percent of the company's assets.

The decision to approve a transaction of this type contains not only the verdict of the founders, but also the highest value of the contract.

The document is drawn up both on the basis of legislation and according to the rules enshrined in the charter of the company.

Sample decision to approve a major transaction

For more information on the preparation of organizational documents, see the material Drawing up the charter of an LLC with a board of directors - sample 2016. The qualifying features of a major transaction are:

1. The price of property, determined by the ratio of book value or market value.
2. Going beyond ordinary economic activity (clauses 1, 8, article 46 of Law No. 14-FZ) (i.e., lack of connection with the purchase of raw materials, sale of goods, payment of rental payments, etc., if the organization’s work does not changes and is not completed, current transactions of this kind do not require additional approval, see the resolution of the Arbitration Court of the Moscow Region dated November 28, 2016 No. F05-17701/2016 in case No. A40-196898/2015).

A major transaction means not only purchase and sale, but also rent, loan, and other types of use. This applies not only to things, but also to the results of intellectual activity.

It is believed that if the supplier has not provided such data, then the conclusion of the contract does not fall into the considered category for him. But, as practice shows, even the decision of a single participant to approve a major transaction is added to the general package of documents just in case. 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 FAS, but the period for concluding the contract increases. What to pay attention to when drafting: form and content First of all, it is worth noting that the legislation of the Russian Federation does not have a single sample of a decision on a major transaction. But clause 3 of Art.

How to obtain a decision on approval of a major transaction (IP sample)

Chairman of the meeting Secretary of the meeting Agenda:

1. Approval of a major transaction.

On the issue of approval and execution of large transactions, they heard (Full Name) with a proposal to approve and complete large transactions on behalf of (full name of the legal entity) based on the results of auctions in electronic form held on the electronic trading platforms of the MICEX “Government Procurement” ( etp-micex.ru), CJSC Sberbank - AST (sberbank-ast.ru), LLC RTS-tender (rts-tender.ru), JSC Unified Electronic Trading Platform (roseltorg.ru), State Unitary Enterprise " Agency for State Order of the Republic of Tatarstan" (zakazrf.ru). The maximum amount of one such transaction should not exceed (amount in words and figures) Voted: “for” - %, “against” - %, “abstained” - %. Decision is made.

What to pay attention to when drafting: form and content First of all, it is worth noting that in the legislation of the Russian Federation there is no uniform sample of a decision on a major transaction. But clause 3 of Art. 46 No. 14 Federal Law explains that such a document must indicate:

1. A person who is a party to an agreement and a beneficiary.
2. Price.
3. Subject of the agreement.
4. Other significant conditions or the procedure for determining them.

The beneficiary may not be specified if it is impossible to determine it at the time of approval of the document, as well as if the contract is concluded based on the results of tenders. At the same time, Art. 67.1 of the Civil Code of the Russian Federation establishes that the decision made by the executive bodies of an LLC must be confirmed by notarization, unless another method is provided for by the Charter of such a company or by a decision of the general meeting, which is adopted unanimously by the participants.

This document is not mandatory according to the laws of 44-FZ or 223-FZ, but the customer may require the supplier to have a decision on approval of a major transaction in the event of a commercial purchase. Most often it is issued by owners of small or medium-sized businesses.

But, if the company believes that the transaction is not major for them, then it is necessary to attach a certificate, which is filled out in any form, indicating this. You can see an example of a certificate on our website.

Sample decision on approval of a major transaction

Also, the Decision is necessary when a participant undergoes accreditation on state electronic trading platforms.

The decision of a single participant to approve a major transaction is drawn up if there is only one founder of the company. He fills out the form on his own behalf and submits it to the competition site or attaches it to the application if such a requirement came from the customer. You can see a sample Decision on approval of a major transaction below; this option is general and is suitable for submission to both the ETP and the customer.

Sample protocol on approval of a major transaction

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

As you noticed, you need to enter the amount that will be the maximum to recognize the transaction as not major for the company. You can specify any amount you deem necessary; it is most logical to indicate the maximum amount that you are willing to offer during the purchase.

It may happen that the amount you indicate in the document is too small.

Advice: this point is not critical, you just need to re-issue the Protocol or Decision on approval of a major transaction and send it to the ETP or the Customer.

Assistance in preparing documentation

If you still have questions about how to properly prepare a document, our employees will help you and tell you all the necessary information.

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

OOO ICC"RusTender"

The material is the property of the site. Any use of the article without indicating the source - the site is prohibited in accordance with Article 1259 of the Civil Code of the Russian Federation

Decision on a major transaction for an individual entrepreneur and the sole participant of an LLC First of all, it is worth emphasizing the fact that the current legislation of the Russian Federation (Article 66 No. 44-FZ) does not establish any requirements for individual entrepreneurs to provide a decision on a major transaction. In fact, the concept of a “major transaction of an individual entrepreneur” does not exist in principle. Read more about major transactions for LLCs here. The need to formalize a decision to approve a major transaction applies not only to LLCs, but also to:

• budgetary institutions;
• unitary enterprises;
• joint stock companies;
• state-owned companies, etc.

If there is only one founder in the LLC, then instead of the previously mentioned decision, you need to draw up a decision of the sole participant. The form is filled out personally by the founder, then submitted to the trading platform or added to the application (if there was a customer requirement).

Sample decision on approval of a major transaction

Approve the conclusion of contracts (agreements) based on the results of procurement procedures for goods, works, services carried out under the Law of 04/05/2013 No. 44-FZ “On the contract system in the field of procurement of goods, works, services to meet state and municipal needs”, according to the Law of July 18, 2011 No. 223-FZ “On the procurement of goods, works, services by certain types of legal entities” and other types of procurement on behalf of the Limited Liability Company “”.2. Approve the maximum possible amount of one large transaction for the conclusion of contracts (agreements) based on the results of procurement procedures for goods, works, services, in the amount of 50,000,000 (Fifty million) rubles.

Sole participant of the Limited Liability Company " "Full name" SB Aspect LLC does not guarantee full compliance of materials with legal regulations at the time they are viewed by the user.

Peculiarities of formalizing a decision to approve a major transaction

Sample decision on approval of a major transaction A decision on approval of a major transaction is prepared for accreditation on electronic platforms. Depending on the number of participants (founders) of a legal entity, the decision on a major transaction should be drawn up differently.
If there is only one founder, a decision of the sole participant of the company is prepared, if there are several founders, a protocol for approving a major transaction is prepared. We bring to your attention a sample decision on a major transaction by a sole participant in the company.

DECISION No. of the Sole Participant of the Limited Liability Company "" Moscow 2014 I, a citizen of the Russian Federation "full name", "date of birth", having a passport issued "date of issue", division code, being the only participant of the Limited Liability Company "", DECIDED: 1.

We check the decision to approve a major transaction

Information must also be included in the second part of the application if required by law or constituent documents, and also when both the security for 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 customer’s auction commission is responsible for checking the data (clause 1, part 6, article 69 No. 44 of the Federal Law). It is important to note that individual entrepreneurs, unlike LLCs, are not legal entities.

Therefore, they are exempt from the obligation to submit such a document for accreditation to the ETP. Approval of a major transaction by the sole founder of LLCs, in which there is only one founder who acts as the sole executive body, are not required to draw up such a document (clause.

7 tbsp. 46 No. 14-FZ). At the same time, in paragraph 8 of Part 2 of Art.

Decision to approve a major transaction sample form

The decision to approve or complete a major transaction for an individual entrepreneur may be required by the organizers of electronic auctions. This document must be submitted by all participants placing orders on the site.

However, the legislation of the Russian Federation has established a number of rules that allow individual entrepreneurs to avoid this procedure and their rights are protected. The article explains why individual entrepreneurs have preferences and how organizations should submit decisions.

Solution for individual entrepreneurs Should an individual entrepreneur draw up the same documents as organizations if they want to trade at an auction electronically? To participate in electronic trading, everyone must be accredited on the trading platform. Registration responsibilities are assigned to the operator of such a site, who accepts the established package of documents and checks them for compliance with the requirements of the law.

Sample decision on approval of a major transaction for individual entrepreneurs

C Who and how to notify about the liquidation of an enterprise Technical regulations on fire safety requirements: what a manager needs to know Contract agreement: 9 key differences from an employment contract New procedure for using cash registers from 2017 Liquidation of an LLC with a zero balance: step-by-step instructions Documents

• Resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation dated May 16, 2014 N 28 “On some issues related to challenging major transactions and interested party transactions”
• Federal Law of 04/05/2013 N 44-FZ “On the contract system in the field of procurement of goods, works, services to meet state and municipal needs”

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Decision on approval of a major transaction in an LLC (sample)

To protect the company's shareholders, and in the case of an LLC, the company's members from dishonest or imprudent actions of the manager, the legislator established a requirement for the company to approve (obtain consent to carry out) major transactions. What is a major deal? Law No. 208-FZ “On Joint-Stock Companies” and Law No. 14-FZ “On Limited Liability Companies” establish the following criteria for classifying an operation as a large one.

1. If it goes beyond normal business activities, for example:

• not accepted in the activities of the company or other companies with assets and turnover volumes of similar size (clause.

Resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation dated May 16, 2014 N 28);

• leading to the cessation of the organization’s activities, a change in its type or a significant change in its scale.

2. If her character is connected with:

• acquisition or alienation of property (for example, purchase and sale, loan, credit, exchange);
• the possibility of alienation directly or indirectly of property (for example, pledge, surety);
• transfer of property for temporary possession and (or) use (for example, rent);
• granting the right to use the results of intellectual activity or means of individualization under the terms of a license.

If the value of the property in the transaction is 25% or more of the book value of the assets. The value of the property in this case is determined based on its nature and can be determined by the price, market valuation or book value of the property.

Why and when is it necessary? For a budgetary organization that acts as a procurement customer, it is important to know that proposals received during the procedure have been agreed upon with the supplier’s executive bodies (meeting of founders, board of directors, etc.). This requirement is due to the fact that it is important for the customer to understand that a major transaction that turns out to be outside the scope of normal business activities will not lead the contractor to bankruptcy and failure of the government contract.

Attention

Simply put, a budget organization needs confirmation that the participant can fulfill an expensive contract. For transactions carried out within the framework of economic activity adopted by the charter, approval is also required.

Decision on approval of a major transaction for an individual entrepreneur, sample download

For more information on the preparation of organizational documents, see the material Drawing up the charter of an LLC with a board of directors - sample 2016. The qualifying features of a major transaction are:

1. The price of property, determined by the ratio of book value or market value.
2. Going beyond ordinary economic activity (clauses

   1, 8 tbsp. 46 of Law No. 14-

   Federal Law) (i.e., lack of connection with the purchase of raw materials, sale of goods, payment of rental payments, etc., if the work of the organization does not change or is completed, current transactions of this kind do not require additional approval, see the resolution of the AC MO dated November 28, 2016 No. F05-17701/2016 in case No. A40-196898/2015).

A major transaction means not only purchase and sale, but also rent, loan, and other types of use. This applies not only to things, but also to the results of intellectual activity.

For large transactions in organizations, approval will be required. This is a special document that complies with the norms of Federal Law No. 44 or Federal Law No. 223; according to these legislative acts, approval is not a mandatory document.

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But the customer can at any time request the corresponding document from the supplier if goods are purchased. Most often, representatives of small and medium-sized businesses come up with a solution.

What it is

The decision to approve a major transaction is a document that may be required for large purchases.

Large purchases mean those transactions that go beyond the standard business activities of the company, while the action is associated with the purchase and sale of LLC property, or the property will be transferred for temporary use in accordance with the relevant agreement or license, as specified in paragraph 1 of Article 46 of Federal Law No. 14. The transaction price must exceed a quarter of the book value of the company's assets.

The approval decision indicates the maximum price of one contract, as specified in clause 8 of part 2 of article 61 of Federal Law No. 44.

The document is adopted in accordance with legislative acts or the rules specified in the Charter of procurement participants are used. If the third option is chosen, this issue will be dealt with by a representative of the supplier who has sufficient authority to obtain accreditation for the ETP.

In a limited public society, a general meeting must be held, following which a document is drawn up. The issue can also be dealt with by the board of directors if the Charter of the enterprise allows this.

What does 44 Federal Law say?

Federal Law No. 44, which regulates procurement for legal entities, includes the following chapters:

1. General provisions.
2. Planning.
3. Implementation.
4. Monitoring.
5. Control in the sphere.
6. Appealing actions.
7. Features for certain types of procurement.
8. Final articles.

When required

ETP accreditation is a prerequisite for participation in an electronic auction. This will require a package of documents, including approval of the transaction. Paper is required to obtain accreditation even if the purchase is not characterized as “large”.

Sometimes legislation or other regulations require information in the second part of the application. This will also be required if the contract is large for the participant.

If these data are not provided, the candidate may be rejected regardless of the stage of concluding the contract. Data verification is carried out by the customer’s auction commission.

But the responsibility falls only on the LLC. Individual entrepreneurs are not legal entities for which it is mandatory to present approval for accreditation on the ETP.

Approval is not required in the following cases:

• there are no contradictions with the company’s charter;
• the reason for the emergence of property relations is reorganization;
• the company consists of one person;
• the volume of property changes in accordance with the Federal Law on LLC.

Who makes the decision

If the transaction is carried out by an LLC, then the decision is made by a meeting of directors. More information about the competence of such a council can be found in the organization’s Charter. If there is no such clause in the Charter, then the decision is made by a meeting of the company’s participants.

If the transaction is carried out by a joint-stock company, then confirmation of permission to conduct the transaction is carried out at a meeting of all shareholders. Confirmation of the transaction will not be required only if the entire block of shares is held by one person.

If the transaction was not approved, then the legislation specifies a period of one year for challenging the decision made from the moment the relevant information is transmitted. If this deadline is missed, it will be impossible to challenge the decision in any other way.

The legislation allows you to first conclude a deal and then formalize it after some time. In some cases, due to the presence of this period, consideration of the invalidity of the transaction even begins in court.

But if all the nuances are taken into account, the application to invalidate the transaction will be rejected. This often occurs if the conditions in Federal Law No. 14 were not met, but which were corrected by the time of the trial.

How to correctly compose and sample it

Drawing up a permitting document is an important part of the transaction. This action must comply with all applicable rules and requirements.

The following information must be available:

• about the parties to the transaction;
• cost data;
• operation object data.

According to paragraph 3 of Article 46 of Federal Law No. 14, approval must include:

• details of the parties (the beneficiary may not be specified);
• the value of the property under the contract;
• subject of the agreement;
• other conditions.

Confirmation of the legality of the drawn up approval will also be required. To do this, they resort to the services of a notary or draw up a document in another way established by the Charter of the organization or the general meeting of managers. All this is specified in Article No. 67.1 of the Civil Code of the Russian Federation.

The list of data that needs to be transmitted using the decision is specified in paragraph 4 of Article No. 181.2 of the Civil Code of the Russian Federation:

• meeting date;
• meeting time;
• place of meeting;
• list of participants;
• Voting results;
• data from those who counted the votes;
• who voted against the adoption of the transaction, if they wished to reflect the relevant record.

The simplest confirmation situation is for LLCs, which have only one founder.

For individual entrepreneurs

Individual entrepreneurs are not required to submit a decision to approve the transaction, since an individual entrepreneur is not a legal entity. And the legislation does not define other persons who must send approval. But the document will be required to obtain accreditation.

For LLC

In an LLC, a sole executive body is determined only if the organization has a single founder. In this case, the obligation to draw up this document is canceled, and the need for approval is decided by the founder himself.

But clause 8 of part 2 of article 61 of Federal Law No. 44 indicates that it is impossible to undergo accreditation in the absence of approval. Information must be transmitted regardless of the form of ownership. The second part of the application does not necessarily have to contain similar information.

The decision to approve a major transaction if the company has only one founder:

Validity

Legislative acts do not indicate any time period for the validity of the manager’s decision regarding the transaction. But it is allowed to include a clause that will determine the validity period of the approval.

If the time frame is not specified, then the default period is 1 year from the date of adoption.

What is considered a major transaction?

To do this, the transaction must include financial assets that are transferred to third parties in an amount exceeding 25% of the company's total assets. The method of transferring property can be different (donations, purchase and sale, and so on). If the operation takes place within the scope of economic activity, then such an operation is not taken into account.

To determine the relationship of a transaction to the concept of “large”, it is necessary to calculate the ratio of the price to the total volume of assets of the organization. All numbers must be taken from official documents - financial statements.

The criteria for a “major” transaction are set by companies independently. This happens at the stage of creating an organization. Therefore, companies have the right to independently determine whether a permit is needed.

By “transaction” we mean a wide range of ways of transferring property. Therefore, approval may be required for an employment agreement, preliminary contract, and so on.

Since the concept of transaction size is relative in this case, the same financial action can be assessed differently depending on the size of the organization.

One company can sell several cars, which is the norm for them, but for a small entrepreneur, the sale of one vehicle can already be a serious blow to the economy and other areas of business.

In the first case, permission will not be required, since the transaction will not be classified as large, but in the second case it will be required.

Calculation of the amount

The size is calculated in accordance with the following algorithm:

• calculation of transaction value;
• comparison of value with the organization’s property based on accounting documents.

If the calculation is made by balance, then the amount from the last balance is taken. Debts are not taken into account, only net assets are taken into account. Of the property, only that which is owned by a legal entity is counted.

Carrying out financial procedures in a company should only be carried out when information about the “size” of the transaction is confirmed.

If it is considered large for the organization, then it is necessary to contact lawyers who will analyze the transaction, calculate the risks and give a final assessment of the operation.

A transaction will be considered major if it goes beyond the boundaries of ordinary business activities and is associated with the purchase or sale of property of a joint-stock company (more than 30% of shares) or involves the transfer of property for temporary use or under a license (clause 1 of Article 46 No. 14- Federal Law). Moreover, in both cases, the price of such transactions must be at least 25% of the book value of the assets of the limited liability company (LLC).

If required, large transactions are approved 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 options, this is done by a representative of the supplier authorized to obtain accreditation for.

In an LLC, approval is within the competence of the general meeting. If an 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 the Resolution of the Plenum. In this document, he revealed the main disputes regarding the approval of major transactions and agreements in which there is an interest.

Download Resolution of the Plenum of the Supreme Court No. 27 of June 26, 2018

When is such approval needed in the contract system?

To start participating in government procurement, you need. To do this, they provide a general package of documents, which includes consent to the transaction. Moreover, this is always required, including when the purchase does not fall into the large category. As for suppliers who were accredited before December 31, 2018, they are required to register in the Unified Information System by the end of 2019. Both 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 constituent documents, and also when both or and the contract itself will be large for the participant. In the absence of this information at any stage before the conclusion of the contract. The customer's auction commission is responsible for checking the data (clause 1, part 6, article 69 No. 44 of the Federal Law).

It is important to note that individual entrepreneurs, unlike LLCs, are not legal entities. Therefore, they are exempt from the obligation to submit such a document for accreditation to the ETP.

Approval of a major transaction from the sole founder

LLCs that have only one founder, who acts as the sole executive body, are not required to draw up such a document (Clause 7, Article 46 No. 14-FZ).

At the same time, in paragraph 8 of Part 2 of Art. 61 No. 44-FZ states that in order to be accredited to the ETP, participants in an electronic auction must submit such information regardless of their form of ownership. Otherwise it will be impossible.

But it is not necessary to include this information in the second part. It is considered that if the supplier has not provided such data, then the contract does not fall into this category. But, as practice shows, even the decision of a single participant to approve a major transaction is added to the general package of documents just in case. 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 FAS, but the period for concluding the contract increases.

What to pay attention to when drafting: form and content

First of all, it is worth noting that the legislation of the Russian Federation does not have a single sample of a decision on a major transaction. But clause 3 of Art. 46 No. 14 Federal Law explains that such a document must indicate:

1. A person who is a party to an agreement and a beneficiary.
2. Price.
3. Subject of the agreement.
4. Others or the order in which they are determined.

The beneficiary may not be specified if it is impossible to determine it at the time of approval of the document, as well as if the contract is concluded based on the results of tenders.

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

Clause 4 art. 181.2 of the Civil Code of the Russian Federation establishes a 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;
• voting results for each item on the agenda;
• persons who counted the votes;
• persons who voted against the approval of the agreement and demanded that this be recorded.

In 2019, it happens that customers reject a participant if the decision indicates the total amount of approved transactions, and not each agreement separately. Therefore, we recommend using the wording “Approve transactions on behalf of the Limited Liability Company “_______________” based on the results of the procurement procedures for goods, works, and services. The amount of each such transaction should not exceed the amount of ____________ (_____________) rubles 00 kopecks.”