What does a limited liability company mean. What is an LLC? Basic concepts of LLC. Advantages and disadvantages of this structure

A limited liability company is an organizational and legal form of commercial organizations that has a number of distinctive features due to which it is considered the most attractive for entrepreneurial activities.

On September 1, 2014, the changes that affected the LLC (Federal Law No. 99 dated May 5, 2014 “On Amendments to Chapter 4 of Part One of the Civil Code of the Russian Federation”) came into force. Thus, in particular, amendments were made to the definition legal entity(Article 48 of the Civil Code of the Russian Federation). Also LLC is now classified as commercial corporate organizations(corporations) and is a non-public company, like ZAO. That is, LLC does not apply to those companies that place their shares in open access, in contrast to public ones, like OJSC (Article 66.3 of the Civil Code of the Russian Federation).

A limited liability company is a company established by one or more persons, authorized capital which is divided into shares. Members of a Limited Liability Company are not liable for its obligations and bear the risk of losses associated with the activities of the company, to the extent of the value of their shares.

Participants of the LLC company who have not made contributions in full are jointly and severally liable for its obligations to the extent of the value of the unpaid part of the contribution of each of the participants. According to current legislation, A limited liability company may be founded by one person or may consist of one person, including when it is created as a result of reorganization. However, an LLC cannot have another economic company consisting of one person as its sole participant. Like all legal entities, a Limited Liability Company owns separate property accounted for on an independent balance sheet, and can exercise property and personal non-property rights on its own behalf, bear obligations and be a defendant in court.

The activities and procedure for registering an LLC are regulated by the Law “On Limited Liability Companies” and the Law “On Registration of Legal Entities and Individual Entrepreneurs”, respectively. According to the Law "On Limited Liability Companies", the number of participants in an LLC should not exceed 50 people. Otherwise, it is subject to transformation into a joint-stock company or production cooperative. If during the year the transformation is not carried out and the number of its participants does not decrease, the Company may be liquidated in the manner prescribed by the current legislation. the only founding document A limited liability company is a Charter. Part of the founding documents of LLC Memorandum of association abolished by the Federal Law coming into force on July 1, 2009, and from July 1, 2009 new document- The agreement on the establishment of the Company, which is not a constituent document, but determines the size and nominal value of the share of each member of the Company.

The authorized capital of a limited liability company consists of the total value of the contributions of its participants, and the size of the authorized capital of the Company must be at least 10,000 rubles. Special attention in the legislation on LLC, it is given to the procedure for the withdrawal of a participant from the Company and the procedure for alienating the share of a member of the Company, which from July 1, 2009 become much more complicated and require the participation of a notary. An LLC is considered to be established from the moment of its state registration. The procedure for state registration of an LLC is carried out in the manner prescribed by

Legal status

Legal status - the totality of the initial, inalienable rights and duties of a person, as well as the powers of state bodies and recognized by the Constitution or laws; officials directly assigned to certain subjects of law.

Applicable to legal entities legal status- this is statutory law position of its subjects, the totality of their rights and obligations.

The legal status includes:

• legal personality (in turn, including the legal capacity, legal capacity and delinquency of the subject);
• statutory rights and obligations;
• guarantees of established rights;
• responsibility of the subject for non-fulfillment of duties.

Limited Liability Company a business company established by one or more persons is recognized, with the authorized capital divided into shares, the participants of which

1. are not liable for its obligations and
2. bear the risk of losses associated with the activities of the company, within the value of their shares.

4, 5. It is considered established as a legal entity from the moment of its state registration in the manner prescribed by federal law on state registration of legal entities

This provision is contained in paragraph 3 of Art. 2 FZ.

At the same time, a company is created without a time limit, unless otherwise provided by its charter.

Liability of a limited liability company:

• is liable for its obligations with all its property;
• is not liable for the obligations of its members.

Comment

In case of insolvency (bankruptcy) of the company due to the fault of its participants or through the fault of other persons who have the right to give instructions binding on the company or otherwise have the opportunity to determine its actions, the said participants or other persons may be held subsidiary liable if the company's property is insufficient. for his obligations.

In a limited liability company mandatory two-tier management structure(Article 32 of the Law on Limited Liability Companies):

1. general meeting;
2. executive agency,

but three-link control system possible(general meeting - supervisory board- executive body), if it is specifically provided for by the charter of a particular company.

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 statutory fund is organized through the equity participation of the founders;

Members of the company are liable only in the amount not exceeding the amount of the contribution;

Create such an organization can be both legal and;

One person or a group of persons can act as founders.

When analyzing what an LLC is, it is worth understanding: one person can act as the owner and founder, but a sole presence is not allowed in the company. The number of employees can reach 50 people and no more. When organizing a legal entity, a charter is formed in a limited liability company. Each founder has the right to freely exit with a full refund of the invested amount. If the contribution was made with securities or property, the other participants are obliged to return an equivalent amount to certain period(no more than three months).

When answering the question of what an LLC is, one should not forget that it is primarily a legal entity, which means that it is necessary to have a legal address. According to the current legislation, it is not allowed to differ the actual address from the one indicated during registration in 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 an enterprise, taking into account the specifics of production or the industry of operation. In addition, you need to think about how the company's staff will get to work. Large firms provide vehicle, thus showing concern for each employee.

For the development of the enterprise for the first time is formed start-up capital, it is also called statutory. Then this amount serves as a reserve that can save the enterprise in the event of adverse circumstances. In our country, an amount of 10 thousand rubles has been established, in the presence of which registration of a limited liability company is allowed.

The LLC structure includes two management bodies:

1. Chief - it is a meeting of founders, which is organized in without fail and is designed to solve the most important strategic objectives.
2. Board of Directors - it is formed at the discretion of the head. This body refers to optional elements in the structure of society.

At the meeting of the founders, an executive body is elected, which solves the current tasks that regularly arise in the course 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. An internal audit is carried out by a special audit commission organized specifically for this purpose.

It should be clarified that the form of ownership of an LLC allows for changes to the constituent documents. At the same time, significant changes must be reflected in the charter and registered government agency. In particular, this applies to changes in the number of participants in the company. So, if their number exceeds the mark of 50 people, according to the law, it will be necessary to re-register the enterprise in or create

Some business entities that have temporarily free cash and want to invest it profitably are thinking about what an LLC is and whether it is possible for a legal entity to join it. In practice, such relations are often concluded, and there are no obstacles to such agreements in the legislation. There is only one condition: there must be more than one person in the composition of this economic entity.

Limited Liability Company (LLC), along with closed and open joint-stock companies, is one of the forms business companies and refers to commercial organizations- legal entities that are created for the purpose of making a profit from their economic activity.

Of all the Russian forms of ownership of a business organization, it is the LLC that has become the most widespread, of all those provided for by the current legislation.

The main reason for such popularity of LLC among entrepreneurs is the simplicity of its creation. Registration of LLC companies takes a small amount of time and requires minimum investment Money its members. Immediately make a reservation, the total number of founders (participants) of an LLC cannot be more than 50.

Other important advantages of an LLC are:

• limiting the property liability of the founders by the size of their contributions to the authorized capital, in contrast to the same individual entrepreneur, who is liable for his obligations with all his property;
• the possibility of making contributions to the authorized capital in any form: both in cash and in any property (office equipment, equipment, furniture, etc.);
• no need to register the issue of shares (unlike a joint-stock company).

Flaws

Of the disadvantages of LLC, which are visible to the naked eye, it can be noted only the possibility of any participant leaving it without the consent of other participants. At the same time, the withdrawing participant must be paid a part of the value of the LLC’s property corresponding to the size of its share, which implies additional burdens in the area of accounting. However, in practice, such cases are rare.

Since mid 2009 Russian legislation somewhat complicated the procedure for the operation of the so-called one-day firms, by prohibiting transactions for the sale and purchase of a share in the authorized capital of an LLC by drawing up an agreement in a simple writing. Now all agreements on transactions with LLC shares must be made in a notarial order. However, as often happens in our legislation, there are exceptions to this rule. We will cover this in more detail in our next articles.

Essentially, like any other legal entity, an LLC owns property; have the right to make transactions permitted by law, to carry out foreign economic activity, obtain licenses, open bank accounts (in rubles and foreign currency); has a seal with its trade name; can produce stamps necessary for its activities, letterhead, have their own emblem and other attributes, as well as register trademarks.

Since the same mid-2009, the only founding documents of an LLC, in fact, are only its Charter. In the event that an LLC has more than one participant, an Agreement on the establishment of a company is concluded between them, but it is no longer a constituent document of the company.

Authorized capital

Authorized capital of a limited liability company determines the minimum amount of his property that guarantees the interests of his creditors. The minimum allowable amount of the authorized capital of an LLC is established by law, today it is 10,000 rubles, the maximum amount is not limited. The founders are required to pay (make) at least 50% of their contributions to the authorized capital before state registration of the LLC, the remaining 50% after state registration. If the nominal value of the share of the founder in the authorized capital of the company, paid for by a non-monetary contribution, is more than 20,000 rubles, such a contribution must be assessed independent appraiser, but, as a rule, no one strives for this, and if the LLC participants want to contribute property to the authorized capital, then they value it in the amount of less than 20,000 rubles, or pay the authorized capital in cash.

Management and leadership

supreme body management in a limited liability company is the general meeting of participants, which decides the most important issues of the LLC's activities (in particular, the approval of amendments to the Charter, the adoption of decisions on the reorganization and liquidation of the LLC), including electing a permanent executive body of the company. The executive body of the LLC manages its current activities, resolving issues that are not within the exclusive competence of the general meeting. The executive body of an LLC is usually its CEO. All decisions taken by the general meeting of participants are documented in the Protocol.

If there is only one member in the LLC, the general meeting is not convened, and the above participant performs its functions alone. Accordingly, the document is accepted sole member called Decision.

The executive body of the company has the right to exercise its powers to manage the Company personally, or to transfer part of its powers to other employees or to create special administrative bodies within the LLC for this (for example, to transfer the functions of keeping records of the results of the company's business activities to the accounting department to the chief accountant or another person).

CEO (CEO) any of its members may be elected, as well as on this position a third party may be appointed. The functions of the sole executive body of an LLC can be performed by both Russian and foreign citizens, as well as a legal entity - a management company.

The state registration of an LLC is carried out by tax authorities: in St. Petersburg - MIFTS N 15, in the Leningrad Region - regional tax inspectorates.

In business and in various dialogues: both business and simple conversations on the street, you can often hear a lot of abbreviations. Their use makes life much easier, because by using abbreviations a person significantly reduces the time required to write some rather long expressions.

But in order to understand how this or that abbreviation is deciphered, it is necessary to have certain knowledge behind it, otherwise this abbreviation will look like just an illogical set of letters. One of these abbreviations is LLC - a limited liability company, which has its own characteristics.

LLC is a limited liability company

The abbreviation LLC stands for quite simply - it is a "limited liability company". In fact, this organization can be established either by one person or by several persons who decide to open it together. A limited liability company can be defined by the following features:

1. Members of an organization have limited liability for their
2. the authorized capital of the organization is formed from the contributions of all participants
3. an organization created by one or more individuals or legal entities

It should be noted that, despite the fact that an LLC can be created by one person, it must include several participants. More specifically, there can be from two to fifty people. If the number of participants exceeds fifty people, then in accordance with the law, it is necessary to create a production cooperative, or an open joint stock company.

An LLC can engage in any activity, unless it is prohibited by law. In order to open a limited liability company, the first step is to determine the founder, the composition of the company, the share of each of the participants in the authorized capital. Also, the organization must have a unique name, have its own and, in which the specific goals and objectives of the society are noted.

On the next step determined legal organization. For this purpose, the address of the office, private property, or the place where any member of the LLC lives can be used. To register a legal address, an application is created in a special form, it is signed by the participant responsible for this, after which it is notarized.

After the fee charged during the registration of a legal entity, and also after the type of activity of the organization is determined, it receives a special static code. The system of taxation should also be determined: for this, certain documents and a receipt for payment of state duty must be submitted to the tax office.

LLC is a limited liability company. It is an organization created by one or more persons. It should include from two to fifty members, from whose contributions the authorized capital of the LLC is formed.

LLC structure

LLC must have a clear structure

The LLC has the highest governing body, which is considered to be the General Meeting of the Company's Participants. A special federal law defines the exclusive competence of this body. With its help, various organizational issues can be resolved.

The activities of the organization must create the sole executive body of the community (general director, president, etc.). In some cases, in addition to it, a collegial executive body of the community (management, board, etc.) is also used.

The creation of a collegial body can be formed if necessary, and a sole body is formed without fail. These bodies are responsible to the general meeting of participants, as well as to the board of directors.

The board of directors is a special supervisory board of a company, the creation of which may be provided for by its charter.

In accordance with the charter, this supervisory body receives a certain competence, which must comply with the current legislation. Thus, the board of directors has the right to create the executive bodies of the organization, to resolve various issues on the commission big deals and prepare and hold general meetings.

In addition to all these bodies, a special audit committee, which is not related to the organs of the organization. Thus, the current management of the company's activities is concentrated in the hands of the executive body, which is subordinate to the highest body - the general meeting of all participants. All major issues related to the life of the organization are resolved exclusively within the framework of the general meeting. These questions include:

1. changes in the constituent documents of LLC
2. creation or liquidation of executive bodies and the auditor
3. approval of annual reports
4. distribution of profits and

The structure of a limited liability company consists of various bodies, the highest of which is the general meeting of all participants. Also, without fail, each organization must have an executive body and an audit commission.

Advantages and disadvantages of LLC

An LLC has both advantages and disadvantages.

Limited liability company under conditions modern economy is the most popular type of organization, which has certain advantages and disadvantages.

The obvious advantages of an LLC, first of all, include the possibility of its establishment by several participants. Moreover, they can be both legal and natural persons.

In addition, there is no limitation on the size of an LLC statutory fund. Not including cash, securities and other things can be invested in this capital, and investors are not responsible for the actions of the organization. First of all, the disadvantages include the possibility of the investor leaving the LLC at any time, which in some cases may lead to the liquidation of the organization.

Another drawback is associated with the possibility of a participant leaving the LLC - the company may not destroy the authorized capital by returning its share to the participant, but simply by redeeming it, thus the participant's contribution is returned in material form.

This can be used to deceive the participant from other investors: the share of the withdrawal goes to the LLC from the moment the corresponding application is submitted, but its value is determined depending on the organization's financial statements for the period in which the application was submitted.

LLC is one of the most sought after types of organizations in our time. Despite this, it has both advantages and disadvantages. The abbreviation LLC stands for "Limited Liability Company". This organization can be created by one or more persons and it must include from two to fifty people. The supreme body of this company is the general meeting of participants. LLC, in today's economy, is one of the most common types of organizations.

What is a charter and how to bring it into line, the video will tell: