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

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

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

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

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

When is such approval required in the contract system?

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

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

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

Important change for 2020

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

What to look for when compiling: form and content

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

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 order in which they are determined.

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

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

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

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

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

komdir

When passing accreditation on the trading floors, each participant faces the problem of providing a scan of the “Decision Form on Approval of a Major Transaction on ES”.

1. Major Deal Approval Decision for Electronic Marketplaces

At the stages of obtaining accreditation for the EP and during the action of submitting an application that is needed to participate in an open competition, in connection with this, the participant must provide this form. Take part in electronic competition it is possible with this permission, 44 FZ says this. Under this law, without major transaction approval decisions, then it will not be possible to participate in electronic procedures is prohibited.

2. Approval of a major transaction 44 FZ

The required document can be as different options, the number of founders of the company will be of great importance in this case. Subject to how many founders the company will have. Will it have one or two founders, or maybe more, then the document will be called “Large Deal Approval Protocol”

The decision to approve the deal may be the main component of the application, which is needed to participate in the tender. In this case, you will also need to provide a scan of this form. That is, the procedure will be the same as with.

Still have questions about preparing a decision on the approval of a major transaction for EP?

We employ only qualified specialists who are always ready to help you!

3. Decision on the transaction

In order to be able to participate in the competition, you will need this permission. Provided that the transaction will not be large for the tender participant, then you can simply attach a certificate stating that the transaction was not large. In all other cases, decisions on a major transaction must be attached.

The most frequently asked questions that participants ask is the question of what amount should be noted in the very decision to approve a major transaction. Answer to this question very simple. You can mark any amount, but only it should not be over size the amount for which you will be ready to conclude a contract as a result. Basically, this amount is noted in the amount of several hundred million rubles. This amount will not force you to do anything.

Provided that the amount that you indicated earlier was lower than necessary to participate in the competition. Such situations are always correctable, you can draw up a new form, and after it is drawn up, they need to be placed on the ETP.

4. Decision on approval of a major transaction LLC sample

Below you can see “Form of a decision to approve a major transaction on an electronic platform”. This form fully complies with all laws and can be applied in electronic procedures.

The need to prepare a decision on the approval of a major transaction is not regulated at the legislative level, which is prescribed in FZ-44 and FZ-223. However, in practice, the document is required for accreditation at many trading platforms, including government and commercial electronic trading. On January 1, 2017, new rules for its registration came into force due to changes in legislation.

Features of documenting a decision on a major transaction

A large LLC transaction involves the signing of a decision by the management body in the form:

• Agreements regarding a future transaction
• Approvals of an already concluded contract

The decision on a major transaction is entrusted to the general meeting of the company's participants, which is regulated by Article 6 federal law No. 14. The decision is made in writing in the form of a protocol of the general meeting of participants of the LLC. In some limited liability companies, a board of directors is created, whose competence includes the approval of major transactions with the execution of an appropriate decision.

The approval procedure for a major transaction is carried out in strict accordance with the requirements of current legislation.

How to draw up a decision on the approval of a large LLC transaction, sample

Preparing a decision on a major transaction, a sample of which is attached below, is prerequisite participation in the tender for many electronic platforms, especially the state ones that exist today. ETP accreditation implies preparation specified document by all standards. Its embodiment is possible in various interpretations. The choice of a specific option is determined by the number of co-founders of the company. For an LLC with a single founder, a document is being prepared - the decision of the sole participant to approve a major transaction.

Filling out the form is carried out on behalf of the founder and sole participant of the LLC with its subsequent submission to the selected trading platform or attachment to the application if this requirement is established by the customer.

The decision of the sole participant to approve a major transaction must contain a certain set of mandatory details:

• specific subject of the transaction
• list of persons acting as parties to the transaction
• beneficiaries
• transaction amount
• other important conditions

If a transaction is concluded through bidding, the decision does not require the indication of the parties and beneficiaries due to the fact that they remain unknown by the time the transaction is approved.

The decision on a major transaction of the sole founder is made in writing. Required in without fail confirm the document with the signature of a member of the company, letterhead and seal are not needed.

Registration of documentation implies an indication of its name along with the name of the organization itself. The next stage is the designation of the place and date of preparation of the decision. Then an introductory part is drawn up indicating the surname, name, patronymic of the founder, a set of his passport data, TIN, main state registration number, the position held in the company and the name of LLC. It is also necessary to determine the agenda with the designation of the issue under consideration. The main part of the decision on the conclusion of a major transaction contains the decision made regarding the contracts entered into and the amounts of funds approved. The final element of the document includes an indication of the position, last name, first name and patronymic of the co-founder of the LLC along with its name, as well as the signature and seal of the company.

An important point is the designation of the transaction amount in the approved document. It can be determined based on the following rules:

• The determination of the size of the contract is made on the basis of the requested certificate with the data of the accounting report on the book value of the property of the LLC as of the last reporting date
• If it is possible to pre-calculate the amount, fineness is calculated based on it
• In case of participation in the tender and the impossibility of preliminary calculation of the contract amount, the maximum amount that the company is able to offer should be indicated
• When concluding a loan agreement, you need to take into account the amount of the principal debt and accrued interest for using the loan provided.

If the organization plans to conclude a number of agreements at once, it is acceptable to draw them up in one document.

An important issue is also the duration of the decision. The document is valid for the period of time fixed in it. By default, this setting is 1 year. Within the specified time, the agreed transaction should be completed.

In accordance with the change in Civil Code RF dated September 1, 2014, it is required to notarize the decision made.

The given sample of the decision of the founder on the approval of a major transaction is universal - it is suitable both for submission to the ETP and for presentation to the customer.

The decision to approve or conclude a major transaction 44-FZ is a special document that is mandatory during procurement procedures under certain conditions. We will figure out when a budgetary organization needs it, and we will also give an up-to-date sample that will help not only draw up, but also check the document provided by the supplier.

Do I need to approve a major transaction in a budgetary institution

State employees, in turn, are burdened with additional obligations to the state, which means that the execution and execution of a major transaction is somewhat different from the algorithm for commercial structures. But how to approve a major deal in a public institution?

The first difference is the determination of the size of the transaction, that is, the calculation of the maximum amount, starting from which, the purchase will no longer belong to a simple category, but to a major transaction. For state employees, specific volumes are determined. Thus, a large one is recognized as the value of which exceeds 10% of the book value of the property and assets of the institution, and its key content is the disposal in cash, transfer of property (assets) for use or on bail, or complete alienation of assets, property.

Pay attention to two key conditions:

1. Not only a single purchase can be recognized as large, but also several interconnected ones at once.
2. The cost limit may be lower if such a condition was specified in founding documents budget institution.

The book value of the assets and therefore the 10% threshold for the value of a major transaction for each institution is determined on a case-by-case basis. The data is formed on the basis of the annual financial statements institutions for the previous year (account balance sheet data - line 410 of column 10 f. 0503730).

So, for example, the book value of assets at the reporting date may be 500,000 rubles, and therefore, for this institution, any contract worth 50,000.01 rubles or more will be considered a major contract. In other words, such an organization will have to coordinate literally every step with the founder.

If the operation meets the requirements specified above, then its commission is impossible without the appropriate approval from the founder. This is the second exceptional feature for state employees.

So, in order to get approval, you will need to send the appropriate package of documents to the address of the body exercising the functions and powers of the founder. Please note that this body must be endowed with the appropriate powers, otherwise it will be necessary to redirect the application for approval to higher structures.

Why and when a document is needed

It is important for a budgetary organization that acts as a purchase orderer to know that the proposals received during the procedure are agreed with the executive bodies of the supplier (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 is outside the scope of normal business activities will not lead the contractor to bankruptcy and disruption of the state contract. In simple terms, the budget organization needs confirmation that the participant can fulfill the expensive contract.

Approval is also required for contracts entered into within the framework of business activities adopted by the charter. As a rule, it contains a limit on the amount. The maximum amount of such a transaction is not limited by law, but the owner must have an understanding of its limit.

The supplier provides a decision on the approval of transactions on electronic platforms as part of the main package of documents at the stage of registration and obtaining the status of an accredited company. To check whether the document meets the requirements, a sample decision on approval under 44-FZ will help. At the end of the article you will find some examples for various organizations.

How to write an approval

The founder has the right to establish a different procedure for the coordination and approval of major transactions in relation to his subordinate institutions. Below is an algorithm that applies to a budgetary institution subordinate to the Judicial Department under the RF Armed Forces.

The decision to approve a major transaction is made only by a special commission. To consider the issue of approval, the institution must send an application drawn up in a certain form (the form is approved by the representative of the founder).

The application must contain the following mandatory details:

1. Subject, purpose, type, as well as the amount (all positions are required).
2. The expected date of the conclusion of one or more related transactions.
3. The term for the fulfillment of the terms of a contract or several contracts by the parties.
4. Sources of funding, as well as associated costs for its implementation.
5. Security, if there is such a condition in the contract.
6. The list of property objects that will be transferred as collateral. The book value of such property at the reporting date is indicated.
7. The order in which the counterparty or counterparties for related agreements and contracts will be selected. For example, a direct contract or competitive procedures.
8. The name and registration data of the prospective counterparty, which must be indicated in the application based on the data on the conducted market monitoring.
9. Other terms of the contract, if any.
10. The total volume of accounts payable and receivable as of the date of the application, including taxes, contributions, fees and other payments to the budget system.
11. The carrying value of the assets of a budgetary institution as of the last reporting date.

The prepared application must be signed by the head of the budgetary institution, as well as the chief accountant or another person who is entrusted with these powers. Ready document affixed with the official seal of the organization.

Along with the application, the institution must provide accompanying documents. These include:

• feasibility study;
• draft agreement on the implementation of a major transaction;
• motivated justification of the counterparty selected on the basis of the market analysis;
• assessment report market value property (not older than 3 months from the date of approval of the report).

The commission considers the received package of documents within 30 days. Please note that commission representatives have the right to request additional documentation and justifications to confirm the circumstances and conditions.

The decision of the special commission may be not only the approval or refusal of a major transaction, but also other options. For example, an indication of a change essential conditions contract and so on.

After 10 days from the date of execution of the contract, the institution must report to the founder in the prescribed form.

For conducting a major transaction in violation of the procedure approved by the founder in relation to their subordinate institutions, the head of the institution shall be liable. In addition, such a transaction may be invalidated.

For example, if public sector entity The "Museum" will conclude an agreement for the supply of equipment for 10 million rubles, and the book value of the museum's assets is 20 million rubles, then the founder has the right to invalidate the agreement.

Please note that the institution has the right to independently declare the transaction invalid in such a situation. However, according to the norms of the current legislation, the parties to an invalid transaction are obliged to return or reimburse all assets, money and property transferred during the performance of the terms of the contract.

How to check the document received from the supplier

Most often, state employees and state organizations organize purchases, and do not participate in them. Therefore, it is useful to know how to check the decision to approve a major transaction.

Checking the criteria

For companies, joint-stock or limited liability companies, the criteria for processing documents for approving the terms of the contract are determined. If there is only one participant in the constituent documents of the company, then a sample decision of the sole participant on the approval of a major transaction is drawn up with his signature. If the company has more than two founders, then the issue is resolved at an extraordinary meeting, at the end of which a protocol is drawn up. Download a sample protocol for approving a major transaction of LLC 2 founders at the end of the article.

At the legislative level, these documents are regulated by Federal Laws:

1. For limited liability companies, Federal Law No. 14-FZ of February 8, 1998 (Federal Law “On LLC”) applies, it contains information about which body of the company is authorized to issue such an opinion.
2. For joint-stock companies the Federal Law "On joint-stock companies» dated December 31, 2005 No. 208.

We draw special attention to the fact that in accordance with the Federal Law "On LLC", if in a company the sole participant acts as an executive body, it is not necessary for him to make a decision on the approval of a major transaction of the sole founder. At the same time, during accreditation, he must provide information mail or the conclusion that, under the law, the contract is not significant to him.

Checking form and content

Article 181.2 of the Civil Code discloses the requirements for the content of such documents. Sample decision on approval or on the conclusion of a major transaction in accordance with paragraph 4 of part 5 of Art. 66 of Federal Law No. 44-FZ or, in other words, decisions on approval or commission based on the results electronic auctions transactions on behalf of the procurement participant - legal entity indicating information on the maximum amount of one such transaction is not legally approved. You should check that it contains.

The decision to approve a major transaction sample is the very document required for accreditation on most trading platforms, both on state electronic trading platforms and on commercial ones. Also, in the auction documentation there is a requirement to have a document in the second part of the application, the decision to approve a major transaction, may be an integral part of the application for participation in the tender.

1. Decision on approval of a major transaction of the sole member of the company

Solution #___

Sole member of the Limited Liability Company

"Society"

The sole member of the Limited Liability Company "Society", a citizen of the Russian Federation Ivanov Ivan Ivanovich decided:

1. Approve transactions made on behalf of Romashkin Dom Limited Liability Company based on the results of auctions in electronic form conducted on the MICEX electronic trading platforms "State Purchases" (etp-micex.ru), CJSC "Sberbank - AST" (sberbank-ast.ru), LLC "RTS-tender" (rts-tender.ru), JSC "United Electronic Marketplace"(roseltorg.ru), State Unitary Enterprise "Agency for the State Order of the Republic of Tatarstan" (zakazrf.ru).
2. The maximum amount of one such transaction shall not exceed 100,000,000 (one hundred million) rubles.

Founder of LLC "Society" ________________ Ivanov I.I.

2. Decision to approve a major transaction of the general meeting of the company

DECISION # _____

extraordinary General Assembly participants of the Limited Liability Company (full name of the legal entity) on the issue of approval of major transactions

____________ "__" _______ 20__

Date of the Extraordinary General Meeting: __________________________________________.

Venue of the meeting: __________________________________________________________.

Start time of registration of meeting participants: ___________________________________________.

Deadline for registration of meeting participants: ____________________________________________.

The meeting is open: _________________.

Meeting closed: __________________.

Registered for participation in the general meeting of _________ members of the company, which is ______ votes. There is a quorum for holding an extraordinary General Meeting of Participants. The meeting has the right to take decisions on the issues on the agenda.

Chairman of meeting ______________________________________________________________

Secretary of the meeting ________________________________________________________________

Agenda:

1. Approval of a major deal.

On the issue of approving and making major transactions, we listened to

with an offer to approve and make large transactions on behalf of

________________________________________________________________________________

(full name of the legal entity)

according to the results of auctions in electronic form held on the MICEX electronic trading platforms "State Purchases" (etp-micex.ru), CJSC "Sberbank - AST" (sberbank-ast.ru), LLC "RTS-tender" (rts-tender.ru) ), JSC "Single Electronic Trading Platform" (roseltorg.ru), State Unitary Enterprise "Agency for the State Order of the Republic of Tatarstan" (zakazrf.ru). The maximum amount of one such transaction should not exceed

________________________________________________________________________________

(amount in words and figures)

Decision is made.

Resolved:

Approve transactions on behalf of the Limited Liability Company

(full name of the legal entity) concluded based on the results of auctions in electronic form held on the electronic trading platforms of the MICEX "State Purchases", CJSC "Sberbank - AST", LLC "RTS-tender", JSC "Unified Electronic Trading Platform", State Unitary Enterprise "Agency under the state order of the Republic of Tatarstan. The maximum amount of one such transaction should not exceed _______________________________________________________________________________.

(amount in words and figures).

The item on the agenda of the Extraordinary General Meeting of Participants of the Limited Liability Company (full name of the legal entity) was considered.

Member signatures:

___________________/__________________/

Chairman of meeting: ___________________/________________/

Meeting Secretary: ______________________/________________/