The essence of a limited liability company. How does ooo stand for and what it is. The procedure for distribution of profits in LLC

If there are several founders, then the required amount is divided into parts, according to the documents. The first and most important of these is the organization's charter. It contains main information about the company: about the founders, principles and bases of operation, etc. The article is devoted to the question of what liability of the founders of an LLC is today.

Founders and their number

Society with limited liability 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 equity holders, the situation is somewhat complicated, since they may have directly opposite views.

Therefore, when there are a considerable number of them, a governing body is created: 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 that carries out the activities of the organization and is responsible 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 members of the limited liability company themselves. If the amount is higher, a professional appraiser is invited.

Funds authorized capital are expressed only in rubles. Shareholders contribute property valued in banknotes, things or real estate with confirmed rights to them. The contribution to the authorized capital is carried out with supporting documents for the right of ownership. Copies of invoices or payments should also be provided. In order to determine the final cost, they sign the corresponding act or keep the document from an independent appraiser.

Management of LLC by founders

The founders of a limited liability company create an organization with the aim of making a profit through the implementation of certain activities... In this case, licenses may also be required for certain areas. LLC, as a rule, is opened for an unlimited time, unless otherwise prescribed by the charter itself.

As mentioned, the main governing body is the general meeting, where the executive body is elected, often in one person, in the form of the CEO. The manager acts in the interests of equity holders. If he causes damage due to his unskilled actions, he is responsible.

Often there are 20 or more founders of an LLC. In this case, it is necessary to create an audit commission. It can include not only one of the founders. Participation is also allowed for those who are not interested in the results of the organization's activities.

Material liability

If during the performance of work or in the inaction of the general director, values are lost, he must bear financial responsibility for this. It includes reimbursement of expenses of the person whose rights have been violated, as well as payment of the cost of damaged or lost property, which may include lost benefits.

If the manager acted unlawfully, he may be subject to subsidiary liability. The founders of an LLC, for example, may be disturbed by the fact of bankruptcy (after all, the CEO could have brought the organization deliberately to this stage) or revealing the facts of distortion of accounting and other statements.

Criminal liability

Unlawful acts can lead to criminal prosecution for economic crimes or crimes against a human person. Different penalties are provided for these types of criminal offenses. The offender can get off with a fine or imprisonment. In this case, the measures can be combined.

If the significance of the crimes is small, then the offender is obliged to pay a fine as a punishment. If the illegal actions were of a serious nature, then they are punishable by imprisonment.

and the punishment for them

Let's consider several types of crimes and punishments for them.

For the next series of criminal offenses, a fine of up to 300,000 rubles can be imposed or imprisonment up to 7 years, as well as community service, can be imposed.

The liability of the founders of the LLC and, in particular, the manager applies to deliberate bankruptcy, non-return Money due to illegal manipulations and non-payment of large sums of money.

Due to all kinds of discrimination in hiring, illegal dismissal unprotected citizens, violation of the 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 criminally punishable.

A more serious punishment, namely a fine of more than 300,000 rubles, imprisonment for more than 12 years or for 5 years awaits the offender in the following cases:

In case of distortion of information in the tax authorities in order to achieve bankruptcy status, monetary bribery and bribery.
With a proven fact of large concealment of large amounts or property neglect in order to reduce tax debts.

Administrative responsibility

For committing less serious offenses, liability is incurred under the Code of Administrative Offenses of the Russian Federation. So, the head of the company is punished with a fine of up to 5,000 rubles in the following cases.

With constant deception of customers, violation of the registration procedure, changes in information for the tax office.
When working without obtaining an appropriate license, hiding 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, ignorance of accounting records.
In case of violation of the rules of trade.
In case of violation of reporting with currency.

A fine of up to 30,000 rubles, as well as a three-year disqualification, threatens the CEO in the following cases.

When bringing the organization to bankruptcy, illegal elimination of competitors.
When replacing products with a quality certificate for cheap analogues, non-compliance with sanitary standards and technical characteristics.
In case of non-observance of the rules regulated at general meetings and illegal making of important decisions.

The manager may face a fine and more than 30,000 rubles in the following cases.

In case of violation of fire safety rules.
If you do not properly issue 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 foreign exchange transactions, liability is provided for from a third to the full amount of proceeds for violation of the terms for returning foreign currency funds to Russia.

Debt liability

If you read the law "On limited liability companies", you can find out that the founder is not responsible for the debts of the organization. At the same time, the LLC also does not repay the obligations of this person. But there may be cases in the charter when the participants of a limited liability company are nevertheless involved in it.

For example, the founder can be obliged to pay the amount of money, but not higher than that which he contributed to the authorized capital.

Due to the improper work of the management, the organization can be brought to a state of bankruptcy. As mentioned above, in this case, the head of the LLC may be held liable. At the same time, the law on limited liability companies also provides for subsidiary liability for given view offenses.

If the company is liquidated through bankruptcy procedures, then the debts of the organization must be paid. If the property of the founder of the LLC is insufficient for its repayment, then you will have to pay with your monetary and material values.

Responsibility for different LLCs

There are times when an LLC is created from a partnership. Then the former comrades, and now full-fledged participants, are liable for two years for debts.

There are situations when the founder of the organization is entity... Then, if there is a debt, he will also have to bear responsibility if the share of the founder is such that it can affect the resolution of issues brought up at the general meeting. The subordinate organization may even demand from the head compensation for losses that have arisen due to the improper influence of the main founder on the activities of the company.

Moreover, the parent organization is also liable to the tax authorities in the event of the liquidation of the 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 subsidiary's property.

However, the rights of the founder of an LLC, as well as his responsibility, are distributed in accordance with the size of the part of the authorized capital that was contributed during the registration of the organization.

Liquidation of a company and creditors

When an enterprise is liquidated, the founders are obliged to pay legal costs and fees only when subsidiary liability is imposed on them.

The lender should try to collect the debt from the principal debtor in the first place. If this is not possible, the material debt is presented to the person bearing subsidiary liability.

There are, however, situations where the person bearing subsidiary liability has sued the main debtor for such an amount that the creditor's claims would have been extinguished. In this case, the creditor cannot claim subsidiary liability from him. The surety shall notify the creditor about this. And if the latter submits his claims again, he has the right to demand that the main debtor be held liable.

Conclusion

LLCs are actively working not only in Russia, but also abroad. Such enterprises conduct their business very successfully, for example, in France and Germany. Since the initial investment for running a business requires little and one, three founders, ten or even fifty can participate, this form has all the chances to exist for a long time, remaining popular. At the same time, the founders are aware that by creating it, they will still be responsible for the future fate of the organization.

As you know, legal entities can be of different organizational and legal forms. The choice of the form of registration of a legal entity directly depends on the main purpose of the activity future organization... The most popular organizational and legal forms for maintaining commercial activities are: limited liability company (LLC), open joint-stock company(OJSC), closed joint stock company (CJSC), non-profit partnership (NK). In this article, we will consider 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, first of all, a commercial organization, the main purpose of which is to make a profit in the course of its entrepreneurial activity. A society can be founded by one or several members. Both individuals and legal entities, including foreign ones, can act as founders in a limited liability company.

after registration of the LLC, the tax will issue:

record sheet with the 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
Articles of Association of the Company, certified by the seal of the Tax Inspectorate

functioning of a limited liability company

The procedure and conditions for the functioning of limited liability companies are determined by the Charter of the company. The supreme governing body of an LLC is the founder or the general meeting of the founders of the company, if there are not many participants. The sole executive body is usually the General Director, but this position may be called differently, for example - President, Chief Executive Officer and others. His competence includes management issues entrepreneurial activity society, with the exception of matters directly related to the competence of the highest management body. The general director of the company is appointed by the participants in the company and may be elected not from among the participants in the company. 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 it. Also, the Charter of the company 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 members of the company.

A limited liability company can use both the basic and the simplified taxation system. Once a year, one month before the end of the annual reporting period, it is possible to change the taxation system.

LLC responsibility

The main guarantor of the activities of the LLC is the authorized capital, it is he who provides responsibility for the main obligations of the limited liability company. The members of the company are also exposed to the risk of losses associated with the entrepreneurial activities of the LLC, within the value of their shares in the authorized capital. At present, in connection with the fight against economic crimes, personal administrative and even criminal liability of the founders of the society has been introduced, 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 also determines the amount of dividends received from profits as a result of the entrepreneurial activity of a limited liability company. The minimum size of the authorized capital for a limited liability company at the moment is ten thousand rubles.

The indisputable 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 leave the company with a payment equal to the value of the share in the authorized capital. Members of a limited liability company, as well as the company itself, have an advantage over third parties when purchasing a share of one of the participants.

For the full functioning of a legal entity, the constituent documents obtained 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 for additional information, notifications, information letters. Here are the main ones that you may need:

The first document that you should have in your hands is the decision of the founder on the establishment of the company (or the protocol, if there are several participants. This decision confirms the legality of the Charter of the company and its executive body.
Information letter or notification from Rosstat with territorial statistics codes. You can print the notification yourself -. You can order an information letter from Us or receive it yourself, at Federal Service state statistics.
Notification of the transition to the simplified tax system, if necessary. If you intend to use the simplified taxation system in the course of the business activity of an LLC, then at the time of filing documents for registration with the tax office or within a month after registration of the LLC, you must provide a corresponding notification. You should have a copy of it in your hands, with a mark of acceptance.
Notifications of registration with the Pension Fund of the Russian Federation, FSS, FFOMS. Registration in these funds is carried out automatically after the registration of the LLC. The notice is essentially for informational purposes 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, she was included in the list of constituent documents that are issued tax office after the opening of the LLC, but was removed from this list, apparently with the loss of its relevance. At the moment, interested persons are getting acquainted with the data stored in the unified state register online, but there are still examples when an extract is still present in the list of documents requested by the counterparty. You can order an extract from the Unified State Register of Legal Entities from Us, or familiarize yourself with the register of legal entities on the official website of the tax inspectorate.

Limited liability company is the most popular organizational and legal form of a legal entity for the creation and further conduct of business in the Russian Federation.

Establishment of a company - registration of an LLC, registration of changes to an LLC made to State Register legal entities, liquidation of LLC, as well as its activities are regulated by the Federal Law on Limited Liability Companies N 14-FZ dated 08.02.1998.

What is LLC?

In modern economic conditions may exist various forms property. One of the most common of these is LLC. It is this form of ownership that the majority of domestic businessmen prefer to use.

What is LLC: characteristics

The abbreviation LLC stands for limited liability company. It can be represented by a firm, enterprise or organization. Such economical society can be created by one or more natural or legal persons.

The main characteristic of an LLC is the division into parts of the authorized capital of the company, therefore all its members are simultaneously considered its founders. They, according to the current legislation, are responsible for the activities of the LLC and the risks of financial losses that may arise during the financial economic activity organizations, however, only within the limits of their shares in the authorized capital. At the same time, the founders are not personally liable for the obligations that the LLC has incurred.

Another feature of such a business company is the minimum restrictions on the size of the authorized capital. Its value must be at least 10,000 rubles. At the same time, the founders can use cash and non-cash funds for its formation, securities as well as movable and immovable property.

The next characteristic of an LLC is the limitation on the number of founders. Their number should not exceed 50 people. If in the course of economic activity it is necessary for some reason to introduce several more founders, then, according to the current legislation, it will be necessary to reorganize the LLC into an open joint-stock company (OJSC) within a year.

Activities of LLC

A limited liability company can engage in any type of activity, except those that are prohibited by law and for which licenses are not required. The selected types of activity are necessarily prescribed in the statutory documents of the LLC, only after that they are subject to registration with state bodies on the basis of an application written in accordance with the established model.

Management and control of LLC

The structure of a limited liability company should be as follows:

The supreme governing body is the general meeting of participants (in the competence it decides the most important issues);
Executive agency management - general manager or the president (the leader who solves current issues and acts as the leading person in the organization).

These bodies are basic and obligatory, however, an additional audit commission can be organized by the founders. She is endowed with the following duties and rights:

conduct regular inspections of the financial and economic activities of the organization;
have access to the documentation of the LLC;
audit balance sheets and annual reports.

Features of LLC

A limited liability company has a number of features, among which the following can be distinguished:

The founders can leave the LLC at any time, for this they do not need the consent of the other participants. In doing so, they must pay him the cost of his share within 6 months. This means that each founder of the LLC has a real opportunity to return the invested funds when creating an organization, if its financial activities is successful.
A limited liability company can accept new participants with the obligatory contribution of a share in the authorized capital. After that, they are registered in the constituent documents.
The founders of the LLC have the right to amend the charter of the organization. They can also increase the amount of the initial capital up to required sizes at your own discretion.

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

On September 1, 2014, amendments came into force that affected LLC (Federal Law No. 99 dated 05.05.2014 “On Amendments to Chapter 4 of Part One of the Civil Code of the Russian Federation”). So, in particular, they amended the definition of a legal entity (Article 48 of the Civil Code of the Russian Federation). Also, LLC now belongs to commercial corporate organizations(corporations) and is a non-public company, like CJSC. That is, LLC does not belong to those companies that place their shares in the public domain, 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, the authorized capital of which is divided into shares. The members of the Limited Liability 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.

Members of the LLC company, who have not made contributions in full, are jointly and severally liable for its obligations within the value of the unpaid part of the contribution of each of the participants. According to the current legislation, a limited liability company can be established by one person or can consist of one person, including when it was created as a result of reorganization. However, an LLC cannot have another business entity consisting of one person as its sole participant. Like all legal entities, the Limited Liability Company owns separate property, recorded 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 registration of LLCs are regulated by the Law "On Limited Liability Companies" and the Law "On the 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 into production cooperative... If within a 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 current legislation... The only constituent document of the Limited Liability Company is the Articles of Association. The Constituent Agreement, which is a part of the constituent documents of LLC, has been canceled and entered into force on July 1, 2009 Federal law, and from July 1, 2009, a new document is introduced - the Agreement on the Foundation of the Company, which is not a constituent document, but determines the size and par 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 amount of the authorized capital of the Company must be at least 10,000 rubles. Special attention the legislation on LLC is devoted to the procedure for the withdrawal of a participant from the Company and the procedure for alienating the share of a participant in the Company, which from July 1, 2009 become much more complicated and require the participation of a notary in it. The established LLC is considered from the moment of its state registration. The procedure for state registration of LLC is carried out in the manner prescribed by

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

Concept

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

The advantages of being a member of an LLC also include the fact that this organization can independently establish its own structure and management method. These provisions are regulated by the charter. 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 regarding its activities.

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

LLC members

The shareholders of the organization can be not only individuals, but also legal entities, regardless of whether they are engaged in entrepreneurial activities. Forbidden to be members of society government bodies and local government... An LLC can be established by one person or legal entity. In this case, this citizen or company - sole participant 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 the number of members becomes more, the organization is obliged to transform into a production cooperative or into an open joint stock company within one year.

Material basis

The shares of the participants in a limited liability company form the authorized capital of the organization. Contributions of members of the LLC can be represented by both money and property. In the second case, the cost of the things 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 the minimum amount of the authorized capital. This amount must not only remain in the LLC account at the time of its registration, but also remain there during the entire existence of the society. This minimum can be expressed exclusively in money, property contributions are only an addition.

Rights of LLC participants

LLC members have the rights defined by law:

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

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

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

Obligations of participants

The obligations of the LLC participants include:

regularly carry deposits in the amount provided for by legislation, the charter or the decision of the meeting;
not to disseminate secret information about the activities of the organization.

This is the minimum list of responsibilities 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 responsibilities may be imposed on a certain person if he has given 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 imposed on him. Cancellation of duties not provided for by law is possible by unanimous voting at the meeting.

Termination of membership in LLC

Voluntary withdrawal of a participant from a limited liability company is possible in two ways: due to the sale of the share to another person or through the transfer of it to the organization itself. In the second case, the former member of the LLC is paid compensation.

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

The founders of the organization

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

Documents for setting up a limited liability company

LLC registration requires following information and papers:

the name of the organization;
document indicating legal address with an index;
the size of the authorized capital;
forms of payment of the fee: money, paper, 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 founders, manager 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 also 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 data, contact phone number and identification number of the director and chief accountant;
bank details of the company.

Registration of a limited liability company

LLC registration is carried out as follows:

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.
Registration of an LLC takes place exclusively if there is a legal address. At the same time, renting a room is optional - you can use the location of your house. It is a common practice to buy a registered office from other companies.
Founders must define primary and secondary activity codes.
Within 4 months after registration, it is necessary to deposit the authorized capital.
Next, you need to choose the head of the organization, create a protocol of general fees or a decision made sole founder and prepare an agreement on establishment.
It is necessary to write and confirm the charter of the LLC, as well as fill out an application for registration of the company.
Then you need to pay the state fee and get the corresponding receipt.
After a thorough check of all documents, they can be submitted to the registration authority at the place of the company's legal address.

Founding document

The text of the charter is arbitrary, it may contain some features of the organization and activities of the company, additional duties 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 society;
authorized capital;
list of bodies, their composition and powers;
procedure for withdrawal and transfer of a share;
ways 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 restrict 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 attend meetings and vote on any issue. If the LLC has only one participant, he makes decisions on his own. By law, each member of the organization has a number of votes commensurate with his share in the authorized capital, however, other details may be indicated in the constituent document.

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

changes in the provisions of the charter;
determination of the main activities of the LLC;
election of the head of the organization;
approval of balance sheets;
division of profits;
the decision to liquidate the company;
adoption of documents regulating the activities of the LLC;
participation in associations and associations.

The powers of the meeting can be expanded 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 present activities of the LLC. His competence includes everything that is not included in the powers of other positions.
Governing body	An optional collegial body that shares responsibilities with the director.
Supervisory Board	The position is determined by the charter of a separate company.
The auditor	Presented individually or as a commission. Carries out an audit of the company's activities and annual reports. Mandatory body if the LLC has more than 15 members.

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