Limited value. LLC - what is this form of organization


Society with limited liability(OOO) is one of the most common forms of organization of a legal entity. In accordance with civil law, an LLC is classified as business partnerships and societies, the order of its organization and legal framework activities are regulated Civil Code of the Russian Federation (Art. 87 - Art. 94), as well as (as amended on 06.12.11) "On Limited Liability Companies". In this article we will talk about the features of the formation of an LLC, it, and the procedure for its activities.

The concept of a limited liability company

In accordance with the Federal Law "On LLC", a limited liability company (LLC) is recognized created by one or more persons economical society whose authorized capital 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 LLC, within the value of their shares in the authorized capital of the company. Civil law also establishes that the company name of this legal entity must contain the name "company" and the words "limited liability". Also, the company must have a round seal containing its full company name in Russian (and, possibly, in another language) and an indication of the location of the LLC (the location of the company is determined by the place of its state registration). In addition, the company has the right to have stamps and forms with its brand name, its own emblem, as well as a trademark registered in the prescribed manner and other means of individualization.

Society establishment carried out by decision of its founders (founder). The founders must conclude an agreement in writing between themselves on the establishment of an LLC, which will define the main points relating to its organization and activities. LLC is considered to be established as a legal entity from the moment of its creation. At the same time, a company is created without a time limit, unless otherwise provided by its charter. The charter is the founding document of an LLC.. At the same time, it can also be concluded by the participants of the company, however, in accordance with the norms of the law, it can only regulate internal activities company, that is, be an internal document of the LLC. At the same time, an agreement on the establishment of a company, not being considered a constituent document, is binding document when creating an LLC - it contains information on the size and nominal value of the share of each member of the company. The Articles of Association of an LLC must contain information about:

Whereabouts

Competences of governing bodies, the procedure for their decision-making

Information about the amount of authorized capital. The authorized capital of an LLC is made up of the nominal value of the shares of its participants (the size of the share can be expressed as a percentage or as a fraction). The authorized capital can be contributed both by property, property rights, or other rights that have a monetary value

Its branches and representative offices

The rights and obligations of the members of the company, and the procedure for their withdrawal from the LLC

The procedure for the transfer of a share (part of a share) in the authorized capital of a company to another person

The procedure for storing documents of the company and the procedure for providing information by the company to its participants and other persons

The charter of an LLC may also contain other provisions that do not contradict the law. At the request of a company member, auditor or any interested person, an LLC is obliged to provide them with an opportunity to familiarize themselves with the company's charter, including amendments, within a reasonable time. The company is obliged, at the request of its participant, to provide him with a copy of the current charter.

Thus, having compiled from the above, an idea of ​​​​the procedure for organizing an LLC and the documents fundamental for its activities, we can proceed to study the issue of the internal structure of the company, its rights and obligations.

Rights of LLC and members of the company. Responsibility of the company and its members

Before speaking directly about the rights and obligations of an LLC, I would like to briefly describe the internal structure of limited liability companies. So, the supreme governing body is the general meeting of participants in the LLC. It is this body that is authorized to make decisions on a number of issues related to its exclusive competence (for example, on the termination or restriction of additional rights of participants in the company). The direct management of the society is carried out by executive agency(collegial or sole). The sole executive body of the company, as a rule, is the general director. Naturally, the executive body of an LLC is accountable to the supreme body of the company, i.e. general meeting of its members. The charter of the company may also provide for the possibility of creating a supervisory board (board of directors) and an audit commission (if there are more than 15 participants in the LLC, the creation of an audit commission is mandatory).

Speaking about the legal capacity of an LLC, one should separate the legal capacity of the company and the rights of its participants. Yes, to fundamental rights of LLC as a legal entity include:

The right to own separate property accounted for on its independent balance sheet

The right to acquire and exercise property and personal non-property rights in one's own name, to bear obligations, to be a plaintiff and a defendant in

The right to open bank accounts in the Russian Federation and abroad in accordance with the established procedure.

have any civil rights, as well as bear civil obligations necessary for the implementation of any types of activities not prohibited by federal laws, if this does not contradict the subject and goals of the activity established in the charter. Certain types activities, LLC can be engaged only on the basis of a special permit (license).

Speaking of measure society's responsibility, you should know that in this case, the following rules are established by law:

LLC is liable for its obligations with all its property.

LLC is not liable for the obligations of its members

In a number of cases () in case of insolvency (bankruptcy) of the company due to the fault of its participants (other persons established by law), the said participants (other persons) in the event of insufficient property of the company may be assigned subsidiary liability for its obligations.

Russian Federation (subjects of the Russian Federation, municipalities) are not liable for the obligations of the company, just as the company is not liable for their obligations.

Before talking about the rights of participants in an LLC, it is necessary to indicate who can act in their capacity. So, LLC members can be as well as legal entities (according to general rule state bodies and local self-government bodies cannot be participants in an LLC). The number of participants in a company can be from one to fifty - if the number of participants is greater, it must be transformed into an OJSC or into production cooperative. Society members, as such, also have a certain set of rights. In accordance with the procedure provided for by the charter of the company, its participants have the right:

Provides undeniable advantages for creating promising business. Participation in society does not give rise to liability with personal property, members can freely leave the organization and have a number of other rights necessary for comfortable entrepreneurship.

concept

A limited liability company is commercial organization founded by one or more persons for profit. The capital consists of the nominal value of the shares of its members. Members of a limited liability company, unlike other organizations, bear the risk of losses solely within the limits of their own contributions.

Another advantage of being a member of an LLC is the fact that this organization can independently establish its structure and method of management. These provisions are regulated by the articles of association. Participation in an LLC does not lead to liability for the obligations of the company itself. The organization is private, and therefore should not disclose information relating to its activities.

The main drawback of such societies is that each member, upon leaving or exclusion, has the right to take his share of the capital, which negatively affects the general financial situation.

LLC members

Shareholders of an organization can be not only individuals, but also legal entities, regardless of whether they are engaged in entrepreneurial activity. It is forbidden to be members of society to state bodies and local self-government. An LLC can be established by one person or a legal entity. In such a case, that individual or company - sole member limited liability companies. Other economic organization, which consists of one member, cannot establish an LLC.

The number of participants in a limited liability company cannot be more than 50 people and (or) legal entities. If there are more members, the organization within one year must be transformed into a production cooperative or OJSC.

Material basis

Shares of participants in a limited liability company form the authorized capital of the organization. Contributions of LLC members can be represented by both money and property. In the second case, the value of the items brought in is calculated with the help of an independent appraiser, and the resulting amount must meet the requirements of the organization.

The legislation provides for a minimum amount of authorized capital. This amount must not only be on the account of the LLC at the time of its registration, but also remain there during the entire existence of the company. This minimum can be expressed exclusively in money, property contributions serve only as an addition.

Rights of LLC members

Members of an LLC have the following legal rights:

  • involvement in leadership, in accordance with the Law and the charter of the organization;
  • profit distribution;
  • obtaining information related to the activities of the company (statistics, accounts, etc.);
  • sale and alienation of its share in the total authorized capital in favor of another person;
  • withdrawal from the organization by transferring or selling its part to the society in the manner prescribed by law, without the approval of other members;
  • receipt of property in case of liquidation of LLC after settlement with creditors.

If a person owns at least 10% of the total authorized capital, he can demand the expulsion of another member who does not fulfill his duties or hinders the activities of the organization.

The rights of participants in a limited liability company may be expanded if the Charter provides for it. Nevertheless, this list cannot become smaller. Additional rights are individual: they are different for some members and do not transfer to another person along with the transfer of a share.

Member Responsibilities

The obligations of the members of an LLC include:

  • regularly carry deposits in the amounts provided for by law, the charter or the decision of the meeting;
  • Do not disseminate secret information about the activities of the organization.

This is the minimum list of obligations that members of a limited liability company have. Additional requirements may be contained in the charter at the time of its adoption or be approved at the meeting. In addition, certain obligations may be imposed on a certain person, if he gave his consent to this, and two thirds of the LLC participants voted for this decision. If the share is transferred to another person, these Additional requirements are not assigned to it. Cancellation of duties not provided for by law is possible with a unanimous vote at the meeting.

Termination of LLC membership

Voluntary withdrawal of a participant from a limited liability company is possible in two ways: by selling a share to another person or by transferring it to the organization itself. In the second case, former member LLC is compensated.

Members of a limited liability company may also be excluded in court, but only if they grossly violate their obligations or significantly impede the activities of the organization.


Organization founders

They have the right to found the described society individuals, regardless of where they live, and legal, registered in any state. This rule does not apply to deputies, employees of government bodies and the military. The founders of the LLC are also its members, so their number coincides with the possible number of members of the organization - from one to fifty.

Documents for the establishment of a limited liability company

Registration of an LLC requires the following information and papers:

  • the name of the organization;
  • a document indicating the legal address with an index;
  • the size of the authorized capital;
  • forms of payment of the contribution: money, papers, property (if its value reaches 20 thousand rubles, it is also necessary to add an act of an independent appraiser), etc.;
  • passport data, contact phone number and ID of the founders, head and chief accountant;
  • the name of the bank where the organization's account will be opened.

If the participant is a legal entity, then the following additional information is required:

  • a photocopy of the certificate of assignment of the OGRN and tax registration;
  • a copy of the charter, decisions on the creation and election of the head;
  • passport details, contact phone number and identification number of the director and chief accountant;
  • company bank details.


Registration of a limited liability company

Registration of an LLC takes place as follows:

  1. First you need to come up with a name for the LLC in Russian. In this case, you can also get a foreign and abbreviated name. The full name includes the type of organization. For example, the Milky Way Limited Liability Company.
  2. Registration of an LLC takes place only if there is a legal address. At the same time, renting a room is optional - you can use the location of your home. A common practice is to buy a legal address from other companies.
  3. The founders must determine the main and additional activity codes.
  4. Within 4 months after registration, you must pay authorized capital.
  5. Next, you need to select the head of the organization, create a protocol of general fees or a decision made by the sole founder and prepare an agreement on the establishment.
  6. It is necessary to write and confirm the charter of the LLC, as well as fill out an application for registration of the company.
  7. Then you need to pay the state duty and get the corresponding receipt.
  8. After a thorough check of all documents, they can be submitted to the registration authority at the place of the legal address of the company.


Founding document

The text of the charter is arbitrary, it may contain some features of the organization and activities of the company, additional responsibilities and rights of members. Its norms are limited only by the legislation of the Russian Federation. However, it must include the following information:

  • the name of the LLC;
  • legal address;
  • duties and rights of members of the society;
  • authorized capital;
  • list of bodies, their composition and powers;
  • procedure for withdrawal and transfer of shares;
  • methods of providing information about the activities of the LLC.

Members of a limited liability company have the opportunity to amend the charter if 2/3 of the members of the organization voted for this decision at the meeting. In the constituent document, you can limit the right to exit and transfer a share in the capital to another person or organization.

Fees

Each member of the organization has the right to be present at the meetings and participate in voting on any issue. If there is only one member in the LLC, he makes decisions independently. By law, each member of the organization has a number of votes commensurate with its share in the authorized capital, however, other details may be indicated in the constituent document.

The general meeting of participants in a limited liability company resolves the following issues:

  • changing the provisions of the charter;
  • determination of the main activities of the LLC;
  • election of the head of the organization;
  • approval of balance sheets;
  • profit sharing;
  • decision to liquidate the company;
  • adoption of documents regulating the activities of the LLC;
  • participation in unions and associations.

The powers of the meeting may be extended by the charter or by the decision of the participants.

Other controls

The form of management of a limited liability company is free. The most popular is the structure shown in the table.

Name Description
Director (President, etc.) Manages the current activities of the LLC. His competence includes everything that is not included in the powers of other posts.
Governing body An optional collegiate body that shares responsibilities with the director.
Supervisory Board The position is determined by the charter of a separate company.
Auditor Presented alone or as a commission. Conducts company audits and annual reports. Mandatory body if the LLC has more than 15 members.

Every entrepreneur should understand what an LLC is. A limited liability company means an organization that includes shares distributed among the founders. She has the following character traits:

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 within a 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 without fail and is intended 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 changes in founding documents. At the same time, significant changes must be reflected in the charter and registered with the state body. 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 with temporarily free in cash and those who want to invest them profitably, think 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.

Legal status

Legal status - a set of initial, inalienable rights and obligations of a person, as well as powers recognized by the Constitution or laws government agencies And officials directly assigned to certain subjects of law.

Applicable to legal entities legal status- this is the position of its subjects established by the rules of law, 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 liability in case of insufficient property of the company. 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.

A limited liability company is an association of several individuals and (or) legal entities for joint economic activities. Participants - one or more, but not more than 50, if there are more participants, then it must be liquidated or transformed into an open joint-stock company or a production cooperative.

Formation of capital and procedure for establishment. The founding documents of an LLC are the constituent agreement signed by its founders and the charter approved by them. The constituent documents of the company must contain, in addition to the information specified in paragraph 2 of Article 52 of this Code, conditions on the amount of the authorized capital; on the size of the share of each of the participants; about size, order. Deadlines for making contributions by them, about the responsibility of participants for violation of obligations to make contributions; on the composition and competence of the management bodies of the company and the procedure for making decisions by them, including on issues decisions on which are taken unanimously or by a qualified majority of votes, as well as other information provided for by the law on limited liability companies. The authorized capital of an LLC is made up of the value of the contributions of its participants. The authorized capital determines the minimum size of the company's property that guarantees the interests of its creditors. The amount of the authorized capital of a company may be less than the amount determined by the law on limited liability companies. The authorized capital cannot be less than 100 minimum wages, i.e. 10 thousand rubles.

The rights and the obligations of all participants in a limited liability company are determined by the Code of the Russian Federation and the law on limited liability companies.

Duties. All LLC participants are liable for their obligations within the limits of their contributions made by them to the authorized capital in accordance with the agreement.

Responsibility. Members of the company who have made contributions incompletely shall be jointly and severally liable for its obligations within the value of the unpaid part of the contribution of each of the participants. The Company shall be liable for its obligations with all its property. The company is not liable for the obligations of its members, the members 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 contributions. Members of the company who have not fully contributed to the charter capital of the company shall be jointly and severally liable for its obligations to the extent of the value of the unpaid part of the contribution of each of the members of the company.

Control carried out by the General Assembly. The competence of the General Meeting is established by the Law (Article 33 of the Federal Law "On Limited Liability Companies"). The General Meeting of Participants may also resolve any other issues, if they are referred to the competence of the meeting by the Charter of the Company. Management of the current activities of the company is carried out by the sole executive body of the company (for example CEO) or the sole executive body of the company and the collegiate executive body of the company (for example, the director and the supreme management body in an LLC is the General Meeting of the Company's Participants. Directorate or Board). In companies with more than fifteen participants, the formation of an audit commission (election of an auditor) of the company

Profit distribution procedure. The company has the right to make a decision on the distribution of its net profit among the participants of the company quarterly, once every six months or once a year. The decision to determine the part of the company's profit to be distributed among the company's participants is made by the general meeting of the company's participants. The part of the company's profit intended for distribution among its participants is distributed in proportion to their shares in the authorized capital of the company.

Termination of membership and withdrawal from the enterprise. A participant in an LLC has the right to withdraw from the company at any time, regardless of the consent of its other participants. At the same time, he must be paid the value of a part of the property corresponding to his share in the authorized capital of the company in the manner, in the manner and within the time limits provided for by the law on limited liability companies and the constituent documents of the company.

Reorganization and liquidation. A limited liability company may be reorganized or liquidated voluntarily by a unanimous decision of its members.