A limited liability company cannot have. LLC – what is this form of organization? Other controls
Introduction
Russia's transition to a market economy marked the emergence of a huge number of legal entities, primarily in the economic sphere. The absolute leaders in terms of numbers are limited liability companies, leaving joint-stock companies far behind. This is precisely the relevance of this topic.
The reason for such popularity of LLC lies in a number of its advantages. So, for example, a joint-stock company is a much easier victim for raiders (the main threat to business in Russia now) than an LLC.
The state needs the legislation on LLCs to be clear, clear and consistent. It should be noted that, in general, this task has been completed. Judicial arbitration practice shows that there are an order of magnitude more disputes regarding JSCs than regarding LLCs and ALCs. However, there is a need to make some changes, as the country’s economy is developing and is becoming more integrated into the international division of labor (and this is the increasing influence of international law). For example, since 2008, the constituent agreement has been excluded from the constituent documents; now only the Charter is sufficient.
For all the above reasons, the issue of LLC is relevant and extremely in demand for our country.
The purpose of the course work is a general description of a limited liability company under Russian civil law.
Coursework objectives:
1. Characterize the main legal relations in civil and corporate law related to LLC.
2. Analyze all the pros and cons of LLC.
3. Formulate the basic rights and obligations of LLC participants.
The regulatory framework of the work is the Civil Code of the Russian Federation (Part 1), the Federal Law “On Limited Liability Companies”, a number of other federal laws, Resolutions of the Supreme and Supreme Arbitration Courts of the Russian Federation.
A number of sources were used when writing the course work. First of all, these are tutorials:
Gabov A.V. Limited and additional liability companies in Russian legislation. M.: Statute, 2010. 253 p.
Corporate Law / ed. I. S. Shitkina. M. Wolters Kluwer, 2008. - 648 p.
In addition, the works of such civilists as Belov V.A., Borisov A.N., Mogilevsky S.D., Pestereva E.V., Tikhomirov M.Yu. were used.
The structure of the course work consists of an introduction, 2 chapters, a conclusion and a bibliography. The first chapter describes the main legal relations of civil and corporate law related to LLCs. The second chapter examines the rights and obligations of LLC participants.
Limited Liability Company (LLC)
LLC concept
limited society management legal
Current legislation refers to a limited liability company as a business company created by one or more persons, the authorized capital of which is divided into shares, the participants of which are not liable for its obligations and bear the risk of losses associated with its activities, within the value of their shares in the authorized capital.
As Shitkina I.S. writes, in the literature this organizational and legal form of a commercial organization is named unsuccessfully. Indeed, why is it that a company whose participants, according to the law (clause 1 of article 87 of the Civil Code of the Russian Federation, clause 1 of article 2 of the LLC Law) are not liable for its obligations, but only bear the risk of losses limited by the size of their contribution associated with the possible loss of this deposit is called a limited liability company? “In fact, the phenomenon designated today as “limited liability” of participants in business companies is nothing more than the risk of loss of contributions made by participants to the authorized capital of a business company. Therefore, according to V.A. Belov, E.V. Pestereva, It would be more appropriate to call a limited liability company “a company with a limited risk of losses for participants.”
LLC is recognized as one of the organizational and legal forms in which legal entities can be created in accordance with civil law. Society as a type of legal entity is characterized by the following main features:
This is one of the types of commercial organizations (Articles 48 and 50 of the Civil Code of the Russian Federation);
In the list of possible forms of commercial legal entities, LLC is recognized as one of the forms of business companies and partnerships, with the corresponding extension to it of general provisions on the regulation of such organizations (Articles 66 - 68 of the Civil Code of the Russian Federation);
LLC in the current concept is classified as a business entity.
A limited liability company as a form of commercial organization is a more complex form of business organization (entrepreneurial activity) than a partnership, but a much more simplified form of such an organization than a joint-stock company. This, in turn, directly affects the scope of legal regulation, which consists of two main normative legal acts: the Civil Code (Articles 66 - 68, 87 - 94), as well as a special law - the Federal Law "On Societies with limited liability." They basically exhaust the issues of the legal status, creation, reorganization and liquidation of such companies, the rights and obligations of their participants, management and control, formation and use of property, etc.
The legislation contains a limited number of exceptions to this rule, which are not set out in a systematic manner.
Yes, Art. 87 of the Civil Code of the Russian Federation indicates the peculiarities of the legal status of credit institutions created in the form of an LLC, the rights and obligations of their participants. The Law on Limited Liability Companies (Article 1) expands the number of exemptions.
Firstly, indicating that such features apply to LLCs in the areas of banking, insurance and investment activities, as well as in the production of agricultural products. Secondly, pointing out that these features cover not only the legal status and rights and obligations, as indicated in the Civil Code, but also the procedure for the creation, reorganization and liquidation of such companies. Thirdly, the Law separately points out the specifics of regulating relations related to transactions involving shares of an LLC of strategic importance by foreign investors or a group of persons that includes a foreign investor, and the establishment of control of foreign investors or a group of persons that includes a foreign investor , over such societies. These features must be determined by separate federal laws.
The specifics of the legal status, rights and obligations of participants and, to a large extent, the procedure for the creation, reorganization and liquidation of limited liability companies - credit organizations are established by the Federal Law "On Banks and Banking Activities". In relation to limited liability companies - insurance organizations, the Law of the Russian Federation "On the organization of insurance business in the Russian Federation" applies.
But in relation to limited liability companies in the field of agricultural production, there are currently no special regulations.
The situation with limited liability companies operating in the investment sector is interesting. There are no special regulations that establish the specifics of their legal status, the rights and obligations of participants, as well as the procedure for their creation, reorganization and liquidation. But there are regulations that establish the management features of such organizations. Yes, Art. 38 of the Federal Law of the Russian Federation “On Investment Funds” indicates that the powers of the sole executive body of the investment fund management company cannot be transferred to a legal entity.
Issues of regulating relations related to transactions with shares of an LLC of strategic importance are regulated by the Federal Law of the Russian Federation “On the procedure for making foreign investments in business entities of strategic importance for ensuring the defense of the country and the security of the state.”
There is also a normative act establishing the specifics of the creation, formation of authorized capital, alienation and management of shares and distribution of profits of LLCs created by budgetary scientific institutions and scientific institutions created by state academies of sciences, as well as higher educational institutions that are budgetary educational institutions and created by state academies of sciences higher educational institutions - Federal Law of August 2, 2009 No. 217-FZ "On amendments to certain legislative acts of the Russian Federation on the creation of business entities by budget-funded scientific and educational institutions for the purpose of practical application (implementation) of the results of intellectual activity."
A limited liability company has its own legal personality, characterized, in particular, by the fact that it owns separate property, which is accounted for on its independent balance sheet, can acquire and exercise property and personal non-property rights in its own name, bear responsibilities, be a plaintiff and a defendant in court
The company can carry out any type of activity, if this does not contradict the subject and goals of the activity, specifically limited by its charter. LLCs in respect of which the law provides for special legal capacity (banks, insurance organizations, etc.) do not have the right to enter into transactions that contradict the goals and subject of their activities, defined by law or other legal acts. Such transactions are considered void on the basis of Art. 168 Civil Code of the Russian Federation. Transactions made by an LLC, in conflict with the goals of its activities, which are definitely limited in their constituent documents, may be declared invalid by the court in cases provided for in Art. 173 Civil Code of the Russian Federation.
A limited liability company also exercises its legal personality as a participant in the securities market - an issuer of various securities. The first thing that the legislation fixes here is that limited liability companies do not have the right to issue shares (Article 66 of the Civil Code of the Russian Federation)
However, a company can be an issuer of bonds (Article 31 of the LLC Law). The decision on the issue (additional issue) of bonds and the company's bond prospectus are approved by the board of directors (supervisory board) or the body exercising the corresponding functions in accordance with the Law on LLC and the company's charter (Article 17, 22.1 of the Federal Law of the Russian Federation "On the Securities Market" ").
The issue of bonds by an LLC (like any other business company in accordance with Article 27.5.4 of the Federal Law “On the Securities Market”) is allowed only after full payment of its authorized capital. The nominal value of all bonds issued by the company must not exceed the amount of the company's authorized capital and (or) the amount of security provided to the company for these purposes by third parties. In the absence of security provided by third parties, the issue of bonds is permitted no earlier than the third year of the company’s existence and subject to proper approval of the annual financial statements for two completed financial years.
In addition to bonds, including mortgage-backed ones, an LLC can issue two other types of equity securities - housing certificates and Russian depositary receipts. However, to issue such securities, the company must have specific legal status. In particular, it can act as an issuer of housing certificates if it has the rights of the customer for the construction of housing, a land plot allocated in the prescribed manner for housing construction and design documentation for housing, which are the object of raising funds. And the issuer of depository receipts can be an LLC that is a professional participant in the securities market - a depository that meets the requirements for the amount of equity capital (own funds) established by regulatory legal acts of the Federal Service for Financial Markets and has been carrying out depository activities for at least three years.
Like any organization that has its own legal personality, an LLC must have certain means of individualization. These primarily include the brand name. As Art. 1473 of the Civil Code of the Russian Federation, a legal entity that is a commercial organization acts in civil circulation under its corporate name, which is determined in its constituent documents and is included in the Unified State Register of Legal Entities upon state registration of a legal entity.
An LLC must have a full and has the right to have an abbreviated corporate name in Russian. It also has the right to have a full and (or) abbreviated corporate name in the languages of the peoples of the Russian Federation and (or) foreign languages.
The abbreviated corporate name of the company in Russian must contain the full or abbreviated name of the company and the words “limited liability” or the abbreviation “LLC”. The corporate name of an LLC that carries out certain regulated activities may be subject to additional requirements. In particular, in accordance with Art. 7 of the Federal Law “On Banks and Banking Activities”, the corporate name of a company with an LLC - a credit organization must contain an indication of the nature of its activities by using the words “bank” or “non-bank credit organization”.
So what circumstances turn an LLC into the most attractive type of commercial organization for doing business? First of all, this:
No need to issue and place shares;
The ability to quickly (albeit at the expense of the “internal reserves” of participants) increase the authorized capital;
High degree of confidentiality of business due to the absence of the need to disclose information about its activities;
An established restriction on the inclusion of outsiders among the participants, ensured by the need to indicate in the charter the possibility of transferring a share of participation to third parties, which protects the company from “corporate takeovers” and the participants from loss of control over it;
The possibility of expelling from the company a participant who makes it impossible or significantly complicates the activities of the company;
A simpler management procedure, including the possibility of holding any (including annual) general meeting in absentia, etc.;
The degree of discretionary legal regulation is significantly greater than in relation to a JSC, providing LLCs with a significant degree of discretion in organizing their internal life.
If there are several founders, then the required amount is divided into parts, according to the documents. The first and most important of them is the organization's charter. It contains basic information about the company: about the founders, principles and fundamentals of operation, etc. The article is devoted to the question of what responsibility the founders of an LLC have today.
Founders and their number
A limited liability company can be created by citizens of the Russian Federation in the amount of 1 to 50 people. In addition to individuals, legal entities can also be founders. If the founder of the company is one person, then all issues, as a rule, are resolved quickly, without unnecessary discussions, the powers of the founder of the LLC are clear and transparent. However, in the case of shareholders, the situation becomes somewhat more complicated, since they may have directly opposite views.
Therefore, when there are a considerable number of them, a governing body is created: a general meeting. The fate of the company and the answers to the most important questions depend on his decisions. At the general meeting, an executive body is appointed to carry out the activities of the organization and bear responsibility for the actions of all employees.
Share of participants
All founders of a limited liability company contribute a nominal share, the size of which is determined in fractional and percentage terms. The amount is determined by the law adopted at the time of registration of the organization.
At the same time, the authorized capital cannot be less than 10,000 rubles. Up to 20,000 rubles, incoming common property can be assessed by the participants of the limited liability company themselves. For a higher amount, a professional appraiser is invited.
Authorized capital funds are expressed only in rubles. Shareholders contribute property valued in banknotes, things or real estate with confirmed rights to them. Contribution to the authorized capital is carried out with supporting documents of ownership. Copies of invoices or receipts must also be provided. In order to determine the final cost, they sign the corresponding document or keep a document from an independent appraiser.
LLC management by founders
The founders of a limited liability company create an organization for the purpose of generating profit through the implementation of certain activities. For certain areas, licenses may also be required. An LLC, as a rule, is opened for an unlimited time, unless otherwise stated in the charter itself.
As mentioned, the main governing body is the general meeting, where an executive body is elected, often one person, in the form of the general director. The manager acts in the interests of shareholders. If he causes damage as a result of his unqualified actions, he bears responsibility.
There are often 20 or more founders of an LLC. In this case, it is necessary to create an audit commission. It may include more than just one founder. Those who are not interested in the results of the organization’s activities are also allowed to participate.
Financial responsibility
If values are lost during the work or inaction of the general director, he must bear financial responsibility for this. This includes reimbursement for the costs of the person whose rights were violated, as well as payment for the cost of damaged or lost property, which may include lost profits.
If the manager acted unlawfully, he may be subject to subsidiary liability. The founders of an LLC, for example, may be concerned about the fact of bankruptcy (after all, the general director could have brought the organization to this stage deliberately) or the discovery of facts of distortion of accounting and other reporting.
Criminal liability
Illegal actions may result in prosecution for economic crimes or crimes against the human person. There are different penalties for these types of criminal offenses. The offender may get away with a fine or imprisonment. In this case, measures can be combined.
If the crime is of minor significance, then the offender must pay a fine as punishment. If the illegal actions were of a serious nature, then they are punishable by imprisonment.
and punishment for them
Let's look at several types of crimes and punishments for them.
For the following series of criminal offenses, a fine of up to 300,000 rubles may be imposed or imprisonment for up to 7 years, as well as community service.
The liability of the LLC founders and, in particular, the manager extends to deliberate bankruptcy, non-return of funds due to illegal manipulation and non-payment of large sums of money.
Due to various types of discrimination in hiring, illegal dismissal of vulnerable citizens, violation of rights to an invention, obtaining secret commercial information and other information through the use of physical force, criminal liability is provided.
In addition, actions that, although they fall under the article of the Code of Administrative Offenses of the Russian Federation, are committed on an especially large scale, become criminal offenses.
A more serious punishment, namely a fine of more than 300,000 rubles, imprisonment for more than 12 years or 5 years, awaits the offender in the following cases:
- When distorting information to the tax authorities in order to achieve bankruptcy status, monetary bribery and bribery.
- If there is a proven fact of large concealment of large amounts or non-accounting of property in order to reduce tax debts.
Administrative responsibility
For committing less serious offenses, liability is imposed under the Code of Administrative Offenses of the Russian Federation. Thus, the head of the company is punished with a fine of up to 5,000 rubles in the following cases.
- In case of constant deception of clients, violation of the registration procedure, changes in information for the tax office.
- When working without obtaining the appropriate license, concealing information about bank accounts and refusing to submit a tax return.
- In case of systematic violation of sanitary rules at the enterprise, deterioration of the epidemiological situation, or failure to maintain accounting records.
- In case of violation of trading rules.
- In case of violation of reporting with currency.
The general director faces a fine of up to 30,000 rubles, as well as a three-year disqualification in the following cases.
- When an organization is driven to bankruptcy or competitors are illegally eliminated.
- When replacing products with a quality certificate with cheap analogues, non-compliance with sanitary standards and technical specifications.
- Failure to comply with the rules regulated at general meetings and illegal adoption of important decisions.
The manager may face a fine of more than 30,000 rubles in the following cases.
- In case of violation of fire safety rules.
- Without properly obtaining a special permit for this.
- When concealing information about an account in the currency of other countries abroad (the fine in this case reaches 50,000 rubles).
- In case of illegal currency transactions, liability is provided for from a third to the full amount of proceeds for violating the deadlines for the return of foreign currency funds to Russia.
Liability for debts
If you read the law “On Limited Liability Companies”, you will find out that the founder is not responsible for the debts of the organization. At the same time, the LLC also does not pay off the obligations of this person. But the charter may provide for cases when participants in a limited liability company are nevertheless involved in it.
For example, the founder may be required to pay an amount of money, but not higher than the amount he contributed to the authorized capital.
Due to improper management, an organization can be driven to bankruptcy. As stated above, in this case the director of the LLC may be held liable. At the same time, the law on limited liability companies also provides for subsidiary liability for this type of offense.
If an enterprise is liquidated through bankruptcy proceedings, the organization's debts must be paid. If the property of the founder of the LLC is insufficient to repay it, then you will have to pay with your own monetary and material values.
Responsibility for different LLCs
There are cases when an LLC is created from a partnership. Then the former comrades, and currently full participants, are liable for two years for debts.
There are situations when the founder of an organization is a legal entity. Then, if there is a debt, he will also have to bear responsibility if the share of the founder is such that it may affect the resolution of issues raised at the general meeting. The subordinate organization may even demand compensation from the parent organization for losses that arose due to the improper influence of the main founder on the company's activities.
Moreover, the parent organization is also responsible to the tax authorities in the event of liquidation of a subsidiary. She will have to pay the main fines and penalties at her own expense or, if possible, from the amounts received after the sale of the property of the subsidiary.
However, the rights of the founder of an LLC, as well as his responsibilities, extend in accordance with the size of the share capital that was contributed when registering the organization.
Liquidation of the enterprise and creditors
When a company is liquidated, the founders are required to pay legal costs and fees only when they are subject to subsidiary liability.
The creditor should try first to collect the debt from the main debtor. If this is not possible, the financial debt is presented to the person bearing subsidiary liability.
There are, however, situations where a person bearing subsidiary liability sues the principal debtor for an amount that would satisfy the creditor's claims. In this case, the creditor cannot demand subsidiary liability from him. The guarantor notifies the creditor of this. And if the latter again presents his demands, he has the right to demand that the main debtor be held accountable.
Conclusion
LLCs are active not only in Russia, but also abroad. Such enterprises conduct their business very successfully, for example, in France and Germany. Since little initial investment is needed to run a business and one, three, ten or even fifty founders can participate, this form has every chance of existing for a long time, remaining popular. At the same time, the founders realize that by creating it, they will still be responsible for the future fate of the organization.
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Limited liability company(the generally accepted abbreviation is OOO) - a business company established by one or more legal entities and/or individuals, the authorized capital of which is divided into shares; The participants of the company are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of their shares in the authorized capital of the company.
Economic meaning of a limited liability company
A limited liability company, along with other types of business entities, as well as business partnerships, production cooperatives, state and municipal unitary enterprises, is a commercial organization, that is, an organization that pursues making a profit as the main goal of its activities and distributes the profits among its participants.
Unlike state and municipal unitary enterprises, the property of which their founders have ownership or other property rights, limited liability companies (as well as other types of business entities, business partnerships and production cooperatives) are characterized by what their participants have in relation to them rights of obligation.
In private economic practice, LLC is the most popular organizational and legal form among commercial organizations.
At the same time, a limited liability company is characterized by the fact that current (operational) management in the company (as opposed to partnerships) is transferred to the executive body, which is appointed by the founders either from among themselves or from among other persons. The participants of the company retain the rights to strategically manage the company, which they exercise by holding periodic general meetings of participants. Unlike joint stock companies, the competence of the general meeting of participants of a limited liability company can be expanded at the discretion of the participants themselves; additional rights may also be granted to individual participants.
Unlike joint stock companies, the profit of a limited liability company can be divided among the company's participants not only in proportion to their shares in the authorized capital of the company, but also in another way in accordance with the Charter of the company (if a different procedure is provided for by the Charter).
Unlike participants in a joint-stock company (shareholders), a participant in a limited liability company can not only sell (or otherwise assign) his share in the authorized capital of the company, but also withdraw from the company, demanding payment of the value of part of the property corresponding to his share in the authorized capital of the company , if provided for by the Charter of the company. Participants in a limited liability company, as well as the company itself, have a preemptive right to purchase the share of one of the participants if he intends to sell his share to third parties. Also, the company’s charter may provide for a ban on the alienation of participants’ shares to third parties.
In Germany and Austria
The law on limited liability companies (GmbHG) in Germany came into force back in 1892. Some reliefs were introduced in 2008.
Management and control bodies of limited liability companies
Current legislation provides for the possibility (but not obligatory) of the following structure of LLC bodies:
- General meeting of participants (GMS)
The competence of the OSU provided for by law can be expanded to any extent established by the founders/participants in the charter of the LLC.
At the same time, a unique feature of the LLC is the ability to provide in the Charter that participants, when voting on the General Assembly, will have a number of votes that is disproportionate to the size of their shares in the authorized capital of the LLC, that is, regardless of the size of their shares in the authorized capital of the LLC (paragraph 5, clause 1, art. 32 of the Law “On Limited Liability Companies”). In other cases, the number of votes of participants is proportional to the size of their shares in the authorized capital.
- Board of Directors (Supervisory Board)
The competence of the Board of Directors, provided for by law, is recommended for this management body and can also be expanded to any extent established by the founders/participants in the charter of the LLC.
Due to the almost complete absence of any restrictions in the law regarding the Board of Directors, the procedure for creating and carrying out the activities of this management body completely depends on the content of the charter of each LLC, as well as internal documents approved by the GSM.
- Executive bodies of LLC:
- Collegial executive body (Board, Directorate, etc.)
In an LLC, this management body is under no circumstances mandatory.
Manages the current activities of the LLC together with the sole executive body.
Due to the almost complete absence of any restrictions in the law regarding the Collegiate Executive Body, the procedure for creating and carrying out the activities of this management body completely depends on the content of the charter of each LLC, as well as internal documents approved by the GSM.
- Sole executive body (General Director, President, etc.)
This management body is mandatory in an LLC.
Manages the current activities of the LLC.
In relation to the sole executive body, the principle of residual competence is used, which implies the presence of the broadest scope of powers, only limited by the competence provided for other management bodies of the LLC (that is, it has the right to do everything that is not provided for others).
- Audit Commission (Auditor)
This body in an LLC is mandatory only if the LLC has more 15 founders/participants
The functionality of the Audit Commission is expressed by the following rights and responsibilities:
The right to conduct audits of financial and economic activities at any time;
The right to have access to all documentation related to the activity;
Has the right to demand that all members of the management bodies and employees of the LLC give the necessary explanations orally or in writing;
Responsible for auditing the company's annual reports and balance sheets.
Some features of a limited liability company
- An LLC can be founded by one person, who becomes its sole participant. An LLC cannot have another business company consisting of one person as its sole participant.
- The number of LLC participants should not be more than fifty. If the number of LLC participants exceeds the specified limit, the LLC must be transformed into an open joint-stock company or a production cooperative within a year.
- The authorized capital of an LLC is made up of the nominal value of the shares of its participants.
- The authorized capital of an LLC determines the minimum amount of its property, which guarantees the interests of its creditors. Contributions to the authorized capital of an LLC can be money, securities, other things or property rights or other rights that have a monetary value.
- The constituent document of an LLC is the Charter of the company.
- A participant in an LLC has the right to leave the LLC at any time, regardless of the consent of its other participants, if this right is provided for by the Charter of the company.
- The LLC is obliged to pay the participant who filed an application to leave the LLC the actual value of his share or give him property of the same value within three months from the date the corresponding obligation arises, while the actual value of the share is determined on the basis of the company’s financial statements for the last reporting period, preceding the day of filing an application for withdrawal from society
Comparison of LLC and JSC in Russia
| Category | OOO | JSC |
|---|---|---|
| Establishment of a legal entity | To establish an LLC, it is sufficient to comply with the procedures for the founders to make decisions on the establishment of the LLC (signing the Establishment Agreement, approval of the Charter, formation of management bodies, etc.) and subsequent completion of the procedures for creating an LLC with the registration authorities. | When creating a JSC, after registration procedures (similar to the establishment of an LLC), it is necessary to go through an additional stage - the initial placement of shares (emission). |
| Controls |
|
|
| Procedure for financing activities | Founders/participants may provide in the LLC Charter the possibility of making property contributions without changing the size of the charter capital and shares of participants. The charter of the LLC may provide that such property contributions may be made disproportionately size of participants' shares. |
Making property contributions to a joint-stock company without increasing its capital (with additional issue procedures) impossible. |
| State control | In relation to LLCs, general requirements for legal entities to comply with the legislation of the Russian Federation apply | The activities of the JSC are controlled by the Federal Financial Markets Service, including:
|
| Increase in authorized capital | In an LLC, the procedure for increasing the capital is limited to making corporate decisions, making appropriate contributions and registering changes in the Charter with the registration authority; | The procedure for increasing the capital, in addition to registering changes to the Charter, requires compliance with the procedures for additional issue of shares, which can take a total of more than six months. |
| Reserve and other funds |
|
|
| Sale of shares/shares | The sale of participants' shares requires mandatory notarization and subsequent registration authority notifications about changes in the composition of LLC participants It should also be noted that:
|
the sale of shares is carried out only through the register of shareholders, which can be maintained either by the JSC itself or by a specialized participant in the securities market.
|
| Exit from a legal entity | Law allows provide for the founders in the Charter the right to leave the LLC at any time with receipt of the actual value of the share in the manner established by the Charter; | Law doesn't allow terminate the shareholder’s participation in the JSC at any time without the procedure of selling his shares. |
Documents required for registering an LLC in Russia
- Decision to establish an LLC (Minutes of the founders’ meeting)
- Two copies of the LLC Charter
- Receipt for payment of state duty.
- Application for state registration of LLC in the prescribed form.
If necessary, along with the documents for registration, an application for transition to a simplified taxation system is provided.
Constituent documents of a limited liability company
According to clause 3 of Article 89 of the Civil Code of the Russian Federation (as amended by Federal Law No. 312-FZ of December 30, 2008), the constituent document of an LLC is its charter. By the above law, the constituent agreement is excluded from the list of constituent documents of an LLC. In Russia, current legislation and other regulatory legal acts do not provide for any standard LLC charters. The charter of the LLC, in accordance with clause 3 of Article 89 of the Civil Code of the Russian Federation and clause 2 of Article 12, must contain information about:
- full and abbreviated corporate name of the LLC;
- location of the company;
- the amount of the authorized capital of the LLC;
- the composition and competence of the LLC’s bodies, including on issues that constitute the exclusive competence of the general meeting of LLC participants, on the procedure for decision-making by the LLC’s bodies, including on issues on which decisions are made unanimously or by a qualified majority of votes;
- rights and obligations of LLC participants;
- the procedure and consequences of the withdrawal of a company participant from the LLC, if the right to withdraw from the company is provided for by the charter of the LLC;
- the procedure for transferring a share or part of a share in the authorized capital of the LLC to another person;
- the procedure for storing company documents and the procedure for providing LLC information to LLC participants and other persons;
The LLC charter may also contain other provisions that do not contradict the Federal laws of the Russian Federation, including:
- on the procedure and size of reserve and other funds;
- types and (or) size of transactions that are subject to the procedure for approval of large transactions in addition to those provided for;
- an indication that there is no need for a decision by the general meeting of LLC participants and the board of directors (supervisory board) of the LLC to complete a major transaction;
- and other information required by the current legislation of the Russian Federation.
See also
- Economic society
Notes
Links
- The procedure for state registration of legal entities by the Federal Tax Service of Russia
| Legal entities | |
|---|---|
| Commercial | Business partnerships and societies (Full on faith) Company with additional liability Joint-stock company (Open Closed) Production cooperative Unitary enterprise |
| Non-profit | Consumer cooperative Public association (Organization Movement Foundation Institution Amateur body Political party) Religious organization Foundation Institution |
| State registration | State registration Unified State Register of Legal Entities (USRLE) Unified State Register of Individual Entrepreneurs (USRIP) |
| Other | Insolvency Association (union) Individual entrepreneur Limited liability Founder |
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- Accounting Encyclopedia
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LIMITED LIABILITY COMPANY- (Gesellschaft mit beschränkter Haftung, GmbH) German designation for a private limited liability company. The indicated letters after the company name mean the same as Ltd after the name of an English company. compare: joint stock... ... Financial Dictionary
LIMITED LIABILITY COMPANY- according to the civil legislation of the Russian Federation, a company established by one or several persons, the authorized capital of which is divided into shares determined by the constituent documents; participants O. with o. O. are not liable for its obligations and bear the risk of losses... Legal dictionary
LIMITED LIABILITY COMPANY- in accordance with Art. 86 of the Civil Code, a limited liability company (hereinafter referred to as LLC) is a company established by two or more persons, the authorized capital of which is divided into shares of sizes determined by the constituent documents. LLC participants do not... ... Legal Dictionary of Modern Civil Law, Bossong Nora. The family business has existed for three generations: the great-grandfathers made a fortune, the grandfathers saved it, the fathers squandered it. And what will the fourth person get? Louise Tietjen is 27 years old and inherits...
As is known, legal entities can have different organizational and legal forms. The choice of the form of registration of a legal entity directly depends on the main purpose of the future organization. The most popular organizational and legal forms for conducting commercial activities are: limited liability company (LLC), open joint-stock company (OJSC), closed joint-stock company (CJSC), non-profit partnership (NC). In this article we will look at the main features of such an organizational and legal form of registration of a legal entity as (LLC).
what is a limited liability company
This is primarily a commercial organization whose main goal is to make a profit in the process of its business activities. A society can be founded by one or several participants. Both individuals and legal entities, including foreign ones, can act as founders in a limited liability company.
After registering the LLC, the tax office will issue:
- record sheet with assigned OGRN number
- notification of registration of a legal entity with the tax office at the place of registration with the assigned TIN and KPP
- Charter of the company, certified by the seal of the tax office
functioning of a limited liability company
The procedure and conditions for the functioning of limited liability companies are determined by the company's Charter. The highest governing body of an LLC is the founder or the general meeting of the founders of the company, if there are several participants. The sole executive body is usually the General Director, but this position may be called differently, for example - president, director, manager and others. Its competence includes issues of managing the business activities of the company, with the exception of issues that fall directly within the competence of the highest management body. The general director of the company is appointed by the company's participants and may not be elected from among the company's participants. All rights and obligations of the General Director of the company are determined by the Federal Law of the Russian Federation, other legal acts of the Russian Federation, the Charter of the company and the agreement concluded with him. Also, the company's charter can be supplemented with clauses regulating the actions of the General Director in certain areas of activity, for example: limiting the amount of the contract that the General Director of the company can conclude without the consent of the general meeting of the company's participants.
A limited liability company can use both the basic and simplified taxation systems. Once a year, a month before the end of the reporting annual period, it is possible to change the taxation system.
LLC liability
The main guarantor of the activities of an LLC is the authorized capital; it is this that ensures liability for the main obligations of the limited liability company. Members of the company are also exposed to the risk of losses associated with the business activities of the LLC, within the limits of the value of their shares in the authorized capital. Currently, in connection with the fight against economic crimes, personal administrative and even criminal liability has been introduced for the founders of the company if the court can prove the fact of causing economic damage to the state.
The size of the share in the authorized capital of each participant determines the amount of dividends received from profits as a result of the entrepreneurial activities of the limited liability company. The minimum authorized capital for a limited liability company is currently ten thousand rubles.
The undeniable advantage of a limited liability company over joint-stock companies is that its participants can not only sell parts of their share in the authorized capital of the company, but also withdraw from the company's membership and receive a payment equal to the value of the share in the authorized capital. Participants in a limited liability company, as well as the company itself, have an advantage over third parties when purchasing the share of one of the participants.
For the full functioning of a legal entity, the constituent documents received from the tax office are not enough. After state registration and in the process of further business activities of a limited liability company, as a rule, there is a need to obtain additional certificates, notifications, and information letters. Here are the main ones you may need:
- The first document that you should have in your hands is the founder’s decision to establish the company (or the protocol, if there are several participants. This decision confirms the competence of the company’s Charter and its executive body.
- Information letter or notification from Rosstat with territorial statistics codes. You can print the notice yourself - . You can order an information letter from Us or receive it yourself from the Federal State Statistics Service.
- Notification of the transition to the simplified tax system, if necessary. If you intend to use a simplified taxation system in the course of business activities of an LLC, then at the time of submitting documents for registration to the tax office or within a month after registering the LLC, you must provide a corresponding notification. You should still have a copy of it in your hands, with a mark of acceptance.
- Notifications about registration with the Pension Fund, Social Insurance Fund, Federal Compulsory Medical Insurance Fund. Registration in these funds is carried out automatically after registering the LLC. The notification is essentially informational in nature and contains the insurance registration number assigned to the legal entity. You can also find this intention in the extract from the Unified State Register of Legal Entities.
- Extract from the Unified State Register of Legal Entities. Previously, it was included in the list of constituent documents that the tax office issues after opening an LLC, but was removed from this list, apparently losing its relevance. At the moment, interested parties are familiarized with the data stored in the unified state register online, but there are still examples when the list of documents requested by the counterparty still contains an extract. You can order an extract from the Unified State Register of Legal Entities from Us, or view the register of legal entities on the official website of the tax office.
Limited Liability Company is the most popular organizational and legal form of a legal entity for creating and further conducting business in the Russian Federation.
The creation of a company - registration of an LLC, registration of changes to an LLC entered into the state register of legal entities, liquidation of an LLC, as well as its activities are regulated by the Federal Law on Limited Liability Companies No. 14-FZ of 02/08/1998.
Every entrepreneur should understand what an LLC is. A limited liability company means an organization that includes shares distributed among the founders. It has the following characteristic features:
The authorized capital is organized through the share participation of the founders;
Members of the company are liable only in an amount not exceeding the amount of the contribution;
Such an organization can be created by either a legal entity or;
The founders can be one person or a group of people.
When analyzing what an LLC is, it is worth understanding: one person can act as the owner and founder, but a sole presence in the company is not allowed. The number of employees can reach 50 people and no more. When organizing a legal entity, a charter is drawn up in a limited liability company. Each founder has the right to freely exit with a full return of the invested amount. If the contribution was made in securities or property, the remaining participants are obliged to return an equivalent amount within a certain period of time (no more than three months).
When answering the question of what an LLC is, we should not forget that it is primarily a legal entity, which means it must have a legal address. According to current legislation, it is not allowed to differ between the actual address and the one indicated when registering with the tax service. The location of the company affects the efficiency of its activities, therefore it is necessary to select a future office or building for the enterprise, taking into account the specifics of production or the industry of operation. In addition, you need to think about how the company’s personnel will get to work. Large firms provide transportation, thus showing care for each employee.
To develop an enterprise, start-up capital is formed for the first time; it is also called authorized capital. This amount then serves as a reserve that can save the enterprise if unfavorable circumstances arise. In our country, the amount of 10 thousand rubles is established, in the presence of which registration of a limited liability company is allowed.
The LLC structure includes two management bodies:
- The main one is a meeting of the founders, which is organized without fail and is intended to solve the most important strategic tasks.
- Board of Directors - it is formed at the discretion of the manager. This body refers to optional elements in the structure of society.
At the meeting of the founders, an executive body is elected, which solves current problems that regularly arise in the process of activity. As a rule, the executive function is performed by a sole management body headed by the general director or president of the company. The internal audit is carried out by a special audit commission organized specifically for this purpose.
It should be clarified that the LLC form of ownership allows for changes to the constituent documents. In this case, significant changes must be reflected in the charter and registered by a government agency. This is especially true for changes in the number of company participants. So, if their number exceeds 50 people, according to the law it will be necessary to re-register the enterprise as or create
Some business entities that have temporarily free funds and want to invest them profitably are wondering what an LLC is and whether a legal entity can join it. In practice, such relationships are often concluded, and there are no obstacles to such agreements in the law. There is only one condition: a given economic entity must have more than one person.
