Founders of a limited liability company– individuals and legal entities who established a Limited Liability Company.
The concept of founders is applied only at the time of establishment of an LLC. After registering an LLC, the concept of LLC Participants is applied.
Participants in a limited liability company can be citizens and legal entities. The law may prohibit or limit the participation of certain categories of citizens in societies. State bodies and local government bodies do not have the right to act as participants in companies, unless otherwise provided by federal law.
A limited liability company can be established by one person, who becomes its sole participant. An LLC may subsequently become a single-member company.
Limited Liability Company cannot have another business company consisting of one person as its sole participant.
The maximum number of participants in a limited liability company can be no more than fifty.
If the number of LLC participants exceeds the limit established by law, the company must transform into an open joint-stock company or a production cooperative within a year.
If within the specified period the company is not transformed and the number of participants in the LLC is not reduced to the limit established by law, it is subject to liquidation in court at the request of the body carrying out state registration of legal entities, or other state bodies or local government bodies.
Rights of LLC participants
LLC participants have the right:
- participate in the management of the company’s affairs in the manner established by the Federal Law “On Limited Liability Companies” and the company’s charter;
- receive information about the activities of the company and get acquainted with its accounting books and other documentation in the manner prescribed by its charter;
- take part in the distribution of profits;
- sell or otherwise alienate your share or part of the share in the authorized capital of the company to one or more participants of this company or to another person in the manner prescribed by the Federal Law “On Limited Liability Companies” and the charter of the company;
- withdraw from the company by alienating your share to the company, if such a possibility is provided for by the company’s charter, or require the company to acquire a share in cases provided for by the Federal Law “On Limited Liability Companies”;
- receive, in the event of liquidation of the company, part of the property remaining after settlements with creditors, or its value.
- Participants of the company also have other rights provided for by the Federal Law “On Limited Liability Companies”.
In addition to the rights provided for by the Federal Law “On Limited Liability Companies,” the LLC charter may provide for other rights (additional rights) of the LLC participant(s). These rights may be provided for by the charter of the company upon its establishment or granted to the participant (participants) of the LLC by decision of the general meeting of participants of the Limited Liability Company, adopted unanimously by all participants of the LLC.
Additional rights granted to a specific LLC participant, in the event of alienation of his share or part of the share, are not transferred to the acquirer of the share or part of the share.
Termination or limitation of additional rights granted to all LLC participants is carried out by decision of the general meeting of participants of the limited liability company, adopted unanimously by all LLC participants. Termination or limitation of additional rights granted to a specific LLC participant is carried out by decision of the general meeting of participants of the limited liability company, adopted by a majority of at least two-thirds of the total number of votes of LLC participants, provided that the LLC participant who owns such additional rights voted for making such a decision or gave written consent.
An LLC participant who has been granted additional rights may refuse to exercise his additional rights by sending a written notice to the company. From the moment the company receives this notification, the additional rights of the LLC participant are terminated.
Responsibilities of LLC participants
LLC participants are obliged to:
- pay for shares in the authorized capital of the LLC in the manner, in the amounts and within the terms provided for by the Federal Law “On Limited Liability Companies” and the agreement on the establishment of the company;
- not to disclose information about the activities of the LLC, in respect of which there is a requirement to ensure its confidentiality.
- LLC participants also bear other obligations provided for by the Federal Law “On Limited Liability Companies.”
Additional obligations assigned to a specific LLC participant in the event of alienation of his share (part of the share) are not transferred to the acquirer of the share (part of the share). Additional duties may be terminated by a decision of the general meeting of participants, adopted unanimously by all participants.
Exclusion of an LLC participant from the company
The participants of an LLC, whose shares in the aggregate amount to at least ten percent of the authorized capital, have the right to demand in court the exclusion from the company of a participant who grossly violates his duties or, through his actions (inaction), makes the operation of the LLC impossible or significantly complicates it.
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Founder of LLC– who only makes the decision to create (establishes) an organization.
LLC participant– who participates in the economic activities of the organization throughout its existence.
The founders become members after the creation of the Society. In addition, the composition of the founders itself does not change, but the composition of the LLC’s participants can change many times during the re-registration of the organization at the time of the founder’s entry into the LLC, exit or complete replacement of the Company’s participants.
According to Russian legislation, the founders and then participants of a Limited Liability Company (hereinafter referred to as the Company) can be:
Adults and capable individuals
Citizens of the Russian Federation (residents of the Russian Federation)
Foreign citizens (non-residents of the Russian Federation)
Legal entities
Russian companies
Foreign companies
In practice, it is very common that one of the participants is also the general director in one person, but this is not at all necessary. Since the general director is an ordinary employee, a hired person, however, with a large list of rights and responsibilities. Therefore, most often in an organization, the responsibilities of a manager are assigned to a participant, since it is not always possible to find a person who can be entrusted with such a range of responsibilities, and most importantly, rights in relation to the Company and the conduct of its commercial activities in general.
The Law of the Russian Federation clearly states who does not have the right to be a founder/member of the Company:
Military personnel;
Government officials management and government employees;
Deputies of the State Duma and members of the Federation Council;
State bodies and local governments.
The main point is the fact that another business company (resident or non-resident of the Russian Federation), which in turn has only one participant, does not have the right to be the only participant in the Company.
The number of participants in a limited liability company cannot exceed 51. After registration of the company, the sole founder can continue to operate as one person or attract new partners to the organization.
The sole participant of the Company does not have the right to withdraw from the membership and leave the company without a board.
When the number of participants exceeds the limit of 51 people, the LLC must be reorganized into a joint-stock company or production cooperative.
The Company is given 1 year to resolve this issue, but if this requirement is not met, local government bodies or the Federal Tax Service have every reason to liquidate the company through the Court.
The basic rights of the participant include:
participation in managing the affairs of the Company, making decisions on changes made in the Company and obtaining complete information about the activities of the Company.
full access to accounting and other documents.
receiving profit from the activities of the Company (once a year, once every six months, once a quarter).
the opportunity to receive monetary or property compensation for part of the property in the event of liquidation, but only after paying debts to creditors.
the opportunity to leave the Company at any time and receive a share of the property (compensation after exit).
the opportunity to sell or assign your share (or part of the share) in the authorized capital of the Company.
In addition to the rights, the members of the Company also have obligations that are specified in the Charter and the memorandum of association (only when creating an LLC):
making contributions to the authorized capital (currently: 100% to the current account within 4 months from the date of registration).
compliance with commercial secrets and non-disclosure of any information about the work of the LLC (work process, counterparties and clients, etc.).
Also, in addition to the rights and obligations described below, the founders of the Company themselves, when creating it, or the participants at the time of re-registration of the Charter, may provide for additional responsibilities that will be reflected in the future new Charter.
The composition of the founders of the Company and subsequently its participants is included in the register of legal entities, and is also reflected in the documents of the Company.
When creating a Limited Liability Company, the founders draw up a decision to create an LLC, which reflects all the complete data on the founders and the size of their shares in the authorized capital. In addition, all information can and should be reflected in the establishment agreement. And also from the moment of creation and throughout its existence, the LLC is obliged to maintain a list of participants, where complete information is recorded for each of the members of the Society, information on the size of their shares. In case of changes in the composition of the Company's participants related to exit, entry, or when there is a complete change of founders, as well as due to a change of director, the list of participants must be changed and re-registered.
Documents that reflect information on the composition of participants:
Decision or Protocol (on creation or amendment)
Establishment agreement (only when creating an LLC)
When registering a new company, its founders generally do not understand how the company itself will operate in the future, and most importantly, the relationship between them and do not think about the fact that after some time one of them may leave and/or sell their share , on the contrary, a new partner may come in or they will want to sell the business. That is, the situation in the composition may partially or radically change, which means that the organization is waiting for the registration of a change in the composition of participants and the registration of these changes with the tax office, as well as the reflection of new data in the register itself and the constituent documents of the LLC.
Let us briefly consider the situations due to which a change in the composition of participants may occur:
What is done with the share:
transferred to the Company - automatically according to the Law
redistributed among the remaining participants in proportion to their shares - only by decision and through notification to the inspectorate
Entry of a new participant into the LLC (additional contribution to the authorized capital)
The entry of a new participant is carried out at a general meeting of founders, based on the results of which the minutes are approved and the authorized capital is increased. Because a new participant enters and brings with him an amount equal to the face value of his future share in the LLC. Additional payment capital to the Company is possible both in cash to the Company's cash desk or to the current account and in property. If you pay in cash, you must present a certificate from an accountant or bank confirming payment for the future share to the tax office. If the decision to contribute is made by transferring property, the participant is required to provide an independent expert assessment of the value of the property in order to register the contribution.
To register a change in the composition of participants by increasing the authorized capital, only the director certifies the documents and he also submits them to the tax office.
What is done with shares:
the shares of other LLC participants are redistributed in accordance with the new size of the Authorized Capital (the nominal value of the shares remains unchanged, the size of the share is reduced in %)
Replacing an old participant with a new one (input and output)
Replacement of the old member(s) of the Society with others takes place in two successive stages. The first stage is to introduce a new participant and increase the authorized capital of the Company, as indicated above. In the second stage, the previous participant is withdrawn, and his share is immediately redistributed to the previously entered participant(s) in the first stage.
In both the first and second stages, the general director submits for registration.
What is done with shares:
At the 1st stagethe new participant receives a share equivalent to the actual value of the contribution made by him
the shares of other participants are redistributed in accordance with the new size of the Authorized Capital (the nominal value of the shares remains unchanged, the size of the share in %) is reduced
At stage 2the share is transferred to the Company after the withdrawal of a participant and is immediately redistributed among the remaining participants in proportion to their shares
Sale of a share and withdrawal of a participant
Sale of a share of the authorized capital when a member of the Company leaves, it is possible both for other participants and for new third parties.
The sale of a share is formalized through a purchase and sale agreement. At the same time, the sale of a share in an LLC to a third party is possible only if all other participants refuse the preemptive redemption of this share and if it is possible to sell the share to third parties (information is reflected in the Charter), and most importantly, it is formalized as a notarial transaction with the consent of the seller’s spouse to sell the share.
Other members of the Company may buy out the share of another exiting member by the right of preference for the redemption of the share, while the purchase and sale agreement may not be certified by a notary.
In practice, there are situations when none of the founders intends to buy a participant’s share, and the sale to third parties is prohibited by the charter. A way out of this situation is provided for by the civil code, according to which the Company must pay the participant who intends to leave the founders the cost of his share.
What is done with shares:
goes to the new owner
If a share is acquired by a member of the Company, the acquisition of the share of the withdrawing member is considered realized from the date of registration of the changes with the tax office. If a share is purchased by a third party through a notary transaction, the share passes to the owner and he receives rights to it from the date of certification of the transaction by a notary.
the shares of others remain unchanged
Exit and entry of a participant in the event of death (inheritance of shares)
The share of a member of the Company is part of the inheritance, which after his death passes to his heirs. The heirs can either sell the share to participants or third parties, or join the founders, receiving the testator’s share. To do this, they are required to submit documents to open an inheritance from a notary and receive a document confirming the percentage of inheritance of the share.
After which the heirs make a decision on actions with the inherited share in the organization. But to do this, you need to refer to the Charter and familiarize yourself with the requirements for introducing heirs into the LLC, since there may be a complete ban on introducing new persons, including heirs, into the Company, or the consent of other participants of the Society may be required, and they may be against the introduction of heirs into the company participants. If the founders do not give their consent to such entry of the heir, the Company is obliged to pay the heir the value of his share in the manner prescribed by the charter or legislation.
What is done with shares:
passes to the heirs (from the date of registration of their entry into the LLC)
This happens only in the case when there is no prohibition on the entry of a new founder into the LLC and the participants do not protest against the entry of the heirs into the share of the deceased participant. In this case, the shares of other participants do not change.
transferred to the Company (in case of prohibition of entry of heirs)
Within a year after the share is transferred to the Company and compensation is paid to the heirs for the inherited share in the LLC, the share must be distributed. The decision is made at a general meeting by all participants.
There may be several options for its alienation:
the share is distributed among the remaining participants
the share is sold to one of the participants or sold to a third (new) person
the share is redeemed
In this case, the Authorized Capital is reduced by the nominal value of the redeemed (unrealized) share of the Company. Regardless of which of the methods described above is used to change the founders of the company, all changes are subject to mandatory state registration.
Responsibilities of participants of a limited liability company
An analysis of the articles of the Federal Law “On Limited Liability Companies” shows that the set of responsibilities does not have such a wide range as the set of rights. In paragraph 1 of Art. 9 of the said Law does not contain an exhaustive list of responsibilities, but the main ones are listed there. Nevertheless, we can talk about a possible classification of all responsibilities that may arise for a participant in a limited liability company.
Failure of participants to fulfill their assigned duties is always associated with negative consequences that arise for such participants. Therefore, while disclosing the content of the obligations of company participants, we must disclose the consequences in the event of non-fulfillment or dishonest performance by participants of their duties. One of the most tangible consequences for a participant who grossly violates his duties is his exclusion from the company (Article 10 of the Federal Law “On Limited Liability Companies”).
All responsibilities of company participants can be divided into two groups: basic and additional.
Main responsibilities of participants in a limited liability company
Members of the company have the following main responsibilities:
* make contributions in the manner, amounts, methods and within the time limits provided for by the constituent documents of the company;
* do not disclose confidential information about the activities of the company.
The obligation of participants to make contributions extends to:
* contributions to the authorized capital of the company;
* contributions to the company's property.
The obligation to make contributions to the authorized capital of the company, in turn, may include:
1) the obligation to make contributions to the authorized capital of the company upon establishment of the company;
2) the obligation to provide the company, at its request, with monetary compensation in the event of termination of the company’s right to use property before the expiration of the period for which such property was transferred for use by the participant to the company as a contribution to the authorized capital, equal to the payment for the use of the same property under similar conditions in during the remaining period;
3) the obligation to make contributions to the authorized capital of the company when increasing the authorized capital on the basis of an application of a third party (applications of third parties) to accept him (them) into the company and make a contribution (contributions).
The legal basis for the first obligation is Art. 16 of the Federal Law "On Limited Liability Companies", according to which each founder of the company must make a full contribution to the authorized capital of the company within the period determined by the constituent agreement and which cannot exceed one year from the date of state registration of the company. If a company participant does not make his full contribution to the authorized capital of the company on time, his share passes to the company (clause 3 of Article 23 of the Law).
The legal basis for the second obligation is provided for in paragraph 3 of Art. 15 Federal Law "On Limited Liability Companies". According to this norm, monetary compensation must be provided at a time within a reasonable time from the moment the company submits a demand for its provision, unless a different procedure for providing compensation is established by a decision of the general meeting of the company's participants.
If a company participant does not provide monetary or other compensation on time, his share passes to the company (clause 3 of Article 23 of the Law).
The company's charter may provide that a portion of the share is transferred to the company, proportional to the unpaid portion of the contribution or the amount (cost) of compensation.
The legal basis for the third obligation is clause 2 of Art. 19 Federal Law "On Limited Liability Companies". If the deadlines for making such a contribution, defined by this article, are violated, the increase in the authorized capital is considered failed.
The obligation for participants to make contributions to property is a new and controversial norm in the legislation on business companies. According to Art. 27 of the Federal Law "On Limited Liability Companies" such an obligation may be provided for by the company's charter when establishing the company or by introducing amendments to the company's charter. Such changes are made to the charter by decision of the general meeting of the company, adopted unanimously by all participants of the company.
A decision on specific contributions of participants to the company’s property can be made by a meeting of company participants with a majority of at least 2/3 of the total number of votes of company participants, unless the company’s charter provides for the need for a larger number of votes to make such a decision.
Let us pay attention to two very important points. Firstly, if the company’s charter does not establish a general obligation for participants to make contributions to the company’s property, then the question of the possibility of making specific contributions does not arise. Secondly, if for the emergence of a general obligation the unanimity of all participants is necessary, then 2/3 of the votes of the total number of votes of the participants is sufficient to make a decision on specific contributions, in the absence of strengthening qualifications on this issue in the charter.
With this approach, it cannot be ruled out that the inclusion of the obligation to make contributions of participants to property at the stage of establishing a company could later be used to create an artificial situation when “poor” participants of the company, unable to compete with more “rich” participants, will be unable to fulfill this obligation, which may entail their exclusion on the basis of “gross violation of duties” (Article 10 of the Federal Law “On Limited Liability Companies”).
The legislator clearly drew a line between the obligation to make contributions to property and the previously discussed obligation to make contributions to the authorized capital of the company.
The first difference is that the obligation to make contributions to the company’s property is determined in the company’s charter, while the obligation to make contributions to the authorized capital is determined by Law.
Second difference: according to clause 3 of Art. 27 of the Federal Law "On Limited Liability Companies", if the charter does not specifically stipulate in what form a contribution is made to the property of the company, then it is made only in money. A contribution to the authorized capital can be made in money, securities, things, rights to things and other rights that have a monetary value, i.e. The law does not establish restrictions.
The third difference: contributions to the company’s property, unlike contributions to the authorized capital, do not change the size and nominal value of the shares of the company’s participants in the authorized capital.
To further characterize the mechanism for fulfilling the participant’s obligation to make a contribution to the company’s property, it should be taken into account that making these contributions is possible in three options:
* by all participants of the company in proportion to their shares in the authorized capital of the company;
* by all participants of the company disproportionately to their shares in the authorized capital;
* not by all members of society.
If the first option is quite simple and understandable, then the last two require additional explanation.
1. If in the second option the obligation to make contributions is established for everyone, although without connection with their shares in the authorized capital, then in the third option a group of participants arises for whom the obligation to make contributions to the company’s property is not established. As an illustration of this, the law establishes that the company's charter may provide for a maximum value of contributions to the company's property made by all or certain participants of the company. Moreover, this is only one of the methods, since according to paragraph 2 of Art. 27 of the Federal Law "On Limited Liability Companies" the charter may provide for other restrictions related to making contributions to the property of the company.
Restrictions related to making contributions to the property of the company established for a specific participant in the company in the event of alienation of his share (part of the share) in relation to the acquirer of the share (part of the share) do not apply.
2. Provisions establishing the procedure for determining the size of contributions to the property of the company disproportionate to the size of the shares of the company's participants, as well as provisions establishing restrictions associated with making contributions to the property of the company, may be provided for by the charter of the company upon its establishment or included in the charter of the company by decision of the general meeting participants of the company, adopted by all participants of the company unanimously.
3. Amendments and exclusions of the provisions of the company’s charter establishing the procedure for determining the size of contributions to the company’s property disproportionate to the size of the shares of the company’s participants, as well as restrictions associated with making contributions to the company’s property established for all its participants, are carried out by decision of the general meeting of participants, adopted by all members of the society unanimously.
4. Amendments and exclusions of the provisions of the company’s charter that establish the specified restrictions for a certain participant of the company are carried out by decision of the general meeting of participants of the company, adopted by a majority of at least 2/3 of the total number of votes of the company’s participants, provided that the participant of the company for whom such restrictions are established restrictions, voted for such a decision or gave written consent.
5. The withdrawal of a company participant from the company does not relieve him of his obligation to the company to make a contribution to the company’s property that arose before filing an application for withdrawal from the company.
6. A company participant who has assigned his share (part of a share) in the authorized capital of the company bears an obligation to the company to make a contribution to the property that arose before the assignment of the specified share (part of a share), jointly and severally with its acquirer.
Obligation not to disclose confidential information about the activities of the company. Confidential information is documented information, access to which is limited in accordance with the law. The rules for handling confidential information are determined by the Federal Law “On Information, Informatization and Information Protection” dated February 20, 1995 N 24-FZ.
Additional responsibilities of limited liability company participants
All obligations of the company's participants determined by the company's charter, in addition to the obligations provided for by the Federal Law "On Limited Liability Companies", are additional obligations.
Additional responsibilities include the following:
1. The specified duties may be provided for by the charter of the company upon its establishment or assigned to all participants of the company by decision of the general meeting adopted by all participants of the company unanimously.
2. The assignment of additional responsibilities to a specific member of the company is carried out by decision of the general meeting, adopted by a majority of at least 2/3 of the votes of the total number of votes of the company's participants, provided that the member of the company who is assigned such additional responsibilities voted for the adoption of this decision or gave written agreement.
At the same time, we would like to remind you that additional obligations assigned to a certain participant of the company, in the event of alienation of his share (part of the share) are not transferred to the acquirer of the share (part of the share).
3. Additional duties may be terminated by a decision of the general meeting adopted unanimously by all members of the company.
Almost any person can become a member of an LLC. However, you need to have an idea of how to leave society, what share you can count on, how to deal with controversial issues, etc. Having this information will help you competently resolve issues within the company and avoid possible losses due to incompetence.
Who can be a participant?
Absolutely any person can be a member of an LLC. The rights of a participant directly depend on the share in. Also, a participant who has made a full contribution has the right to leave the LLC regardless of the time frame, and the opinion of the other participants will not matter.
Legislatively general number of participants LLC must be less than or equal to 50; exceeding this limit is unacceptable. If the total number of participants is 51 or more, and the company is not re-registered into some other form (for example, PJSC), then it will be liquidated through the court.
Local authorities and other government agencies do not have the right to become members of an LLC under any circumstances.
Rights and obligations of participants
According to Article 8 of Law No. 14-FZ, company participants have the following rights:
- participation in case administration;
- possession of all data on the activities of the LLC;
- full access to all documents;
- opportunity to participate in profit distribution;
- the right to a liquidation quota;
- regardless of the opinions of other participants, leave the LLC and receive a share of the property;
- the right to sell or assign your share of the management company;
- the right to participate in meetings, be elected to control bodies, etc.
Sometimes participants may have different rights assigned to them. This directly depends on whether they were initially provided for in the company’s charter. These rights do not replace those indicated above, but can only be an addition to the main list, and they are regulated using.
Additional rights may apply to all members of the company or to certain individuals. In this regard, participants in society have extremely unequal rights, including radically different rights from each other in terms of their total scope.
Also, the company can deprive or limit the rights of all participants in the company, but this must be done exclusively with a unanimous decision. To limit the rights of a particular participant, the latter must agree to this (orally or in writing), and at least two thirds of all other participants in the company must vote for it.
In addition to rights, there are also basic responsibilities(Article 9 of Law No. 14-FZ):
- make contributions to the management company;
- comply with requirements for non-disclosure of trade secrets;
- maintain confidentiality regarding classified information.
As in the case of rights, the company's charter may create additional obligations for participants. Naturally, they do not violate or replace the above legislative obligations.
Registration of LLC participants
To register a new member of the company, the investor must fill out an appropriate application to join the ranks of the company. This appeal will be reviewed by the remaining participants, and then a decision will be made on acceptance or refusal.
Regarding the composition of the appeal, we can highlight the following points that it should contain:
- desired share size;
- the amount that a new member will contribute to the total capital of the LLC.
It is also worth remembering that this capital changes its size (sometimes in quite large quantities) after the admission of new participants. Discussion of its size and growth is an issue that is almost constantly discussed at meetings, and this process is carried out exclusively in the presence of absolutely all other investors. A change in the authorized capital occurs with mandatory registration and notarization, which is the last process in accepting a new member into the ranks of the community.
Shares of company participants
There are three options for distributing the share of LLC participants:
- After the participant leaves. If any participant leaves the company, his share must be distributed among the others within a year or transferred to a third party for redemption. The remaining amount in this option is divided among the participants according to their shares in the management company.
- When introducing a new participant. When a new participant joins, the size of the authorized capital increases by the amount of the contribution made by this participant. However, the shares of participants are reduced by a certain percentage.
- When one of the participants increases capital. Any of the company participants makes an additional contribution to the size of the capital, thus increasing their share. However, the share of the remaining LLC participants does not change, but the percentage of equity participation decreases.
In this process, participants do not need to carry out any other actions, since the general director plays a key role. He is also responsible for recording all changes.
Changing the composition of participants
Taking into account the provisions of Law No. 312-FZ, all transactions related to the alienation of a share or part thereof must be completed exclusively with notarization.
The main step when changing the composition of society is extract from the Unified State Register of Legal Entities. It should contain new information regarding the participants.
The preparation of documents for a notarial transaction is carried out by the relevant notary office. The process itself usually takes from 1 to 5 business days.
Sometimes the specified documents are not enough, since a considerable abundance of others is required. These include:
- copies of documents about the LLC;
- information about the composition of the company;
- documentation that confirms compliance with rights when acquiring a share;
- information about participants.
Copies of the following documents are also required:
- charter;
- constituent agreement;
- extracts from the Unified State Register of Legal Entities;
- passports of absolutely all participants at the moment;
- passports of persons purchasing a share in the management company.
This list of official papers is not final. In some cases, depending on the specifics of the procedure being carried out, an impressive additional package of documents may be required.
There are many firms that provide professional services in the field of changing the composition of participants and founders of an LLC. This is often useful, as it allows you to avoid wasting unnecessary nerves, time and, oddly enough, unplanned financial expenses. But the fact is that the process of changing the composition of participants is one of the most difficult (especially when it comes to changing founders). Therefore, without the necessary preparation, too many resources are often wasted, although many of them could be significantly reduced if one had the appropriate knowledge and experience.
The only member of the society
According to the law, situations are permissible when only one person can be a participant in an LLC.
In cases where there is only one participant in an LLC, he can be either a citizen of the Russian Federation or a foreigner.
When creating a company in such conditions, the following features exist:
- the creation of a legal entity, as well as related changes and appointments, are formalized not using protocols, but by the decision of this participant;
- there is no agreement on the foundation of the company;
- a single person can perform the duties of general director and accountant at the same time;
- a company with a single participant can be registered at the home address of the general director, and his term of office is unlimited.
When a member of an LLC is a single citizen, he cannot simply leave the structure. This can only be done by replacement. There are several options for this:
- sell your share to a third party, after which a new charter is subject to approval;
- a new person entering the LLC buys part of the share, after which the only participant leaves the company;
- the new LLC participant makes an additional contribution to the capital, thereby increasing it, after which the share of the original participant is completely transferred to him.
Withdrawal from the LLC
The main reasons for this are considered:
- poor relationships with other participants;
- the need to get rid of the LLC;
- desire to receive good compensation after leaving.
However, this can be done taking into account some nuances:
- there is more than one participant in the company;
- the charter does not prohibit the withdrawal of participants;
- All LLC documents are in perfect order.
If you follow all the nuances of this procedure, you should decide on the type of exit from society:
- According to the statement. Following this method, you need to prepare a quit statement certified by a notary. This is a very simple way to leave an LLC, since all other difficulties will have to be resolved by the remaining founders and director.
Let's take a closer look at this process. First of all, an application is drawn up in the presence of a notary. You should have your passport and Taxpayer Identification Number with you, and it would also be a good idea to take an extract from the Unified State Register of Legal Entities to avoid possible errors during compilation. If the founder wishes to leave the company, he must also provide the statutory documents.
For foreign persons, all documents must be translated into Russian and notarized.
After all procedures, the application should be submitted to the director. Having received it, he collects a package of documents and submits it to the relevant registration authority within 30 days. And after 90 days from the date of submission of the application, a settlement is made with the participant who left the LLC.
- According to the share purchase and sale agreement. The sale of a share under such an agreement is feasible only if it is fully paid by the participant at the time of formation of the management company. If only part of the share is paid, then this same part is available for sale, the remaining part is divided between other founders or sold to a third party.
The only documents required will be those that are used when drawing up the purchase and sale agreement. However, it is worth remembering that the package of these documents is very extensive, and collecting it will take a lot of time and effort. But there is also a positive side to this process - the founder can sell his share by setting his own market price, and not a fixed one, as in the first case.
Alienation of share
This procedure occurs in several stages:
- The first step is to make a decision on alienation.
- Next you need to collect the following documents:
- passport;
- document on registration at the place of residence;
- statement;
- state registration certificate;
- tax registration certificate;
- constituent documentation;
- lease contract.
- The next step is to draw up a purchase and sale agreement.
- After all the above steps, you should have all documents certified by a notary.
- After 5 working days, the notary will issue an updated charter marked by the Federal Tax Service and.
LLC Annual Meeting
At the annual meeting of company members, important issues about the activities and management of the company or organization are resolved. All participants have the right to attend, vote and make decisions. Conducting this meeting is mandatory, and it must be done at a minimum once a year.
The meeting of LLC participants is the main process described in Law No. 14-FZ. The clear procedure for its implementation is regulated by Article 37 of the same law. It is also permissible to convene meetings out of turn, but there must be sufficiently compelling reasons for these purposes.
A corresponding notice is sent to each participant 30 days in advance (Article 36 of the same law). It indicates the time, location, and gives a brief description of the issues that are to be considered during the meeting.
Before the start of the meeting, all participants must undergo special registration. This is required in order to officially confirm the presence of participants. The document contains:
- passport details;
- share volume;
- signature.
After all these actions, the general director opens the meeting and the discussion of all issues related to the society, company or organization begins. During the meeting, the secretary keeps a record of everything that happens, including the voting results. In some cases, a notary is invited to draw up a certificate of the event. This is very helpful in some situations, especially during legal proceedings for one reason or another. It is worth remembering that this is not the only reason why a society needs to have its meeting certified by a notary.
Holding an annual meeting of the company is a mandatory requirement for every company. If a participant has committed an illegal refusal or evasion from a meeting, he will be subject to fine(500-700 thousand rubles).
The most important point regarding LLC participants is the collection and availability of the necessary documentation. In controversial cases, in the absence of such, a very large amount of time and effort will be spent on restoring the papers. And in some cases the case may go to court. This is especially true for the distribution of shares when a participant leaves the company.
Founder or participant of an LLC - which is correct from the point of view of legislation and are there any differences between these concepts? You will find answers to these questions in the material we offer.
Participant or founder - what does the law say?
An analysis of the norms of relevant legislation, in particular the Civil Code of the Russian Federation and the Federal Law “On Societies...” dated 02/08/1998 No. 14-FZ, reveals the lack of a precise definition of the concepts of “participant” and “founder”. Nevertheless, the differences between them are obvious when comparing the provisions of Articles 7 and 11 of the mentioned Federal Law No. 14.
Thus, from Article 11 of Federal Law No. 14 it follows that the founders of a company are citizens or organizations that carry out its establishment (creation). Their powers are fully specified in paragraphs 2-6 of the article. In particular, they have the right:
- to make a decision on establishing an LLC;
- determining its location and name;
- adoption of the charter;
- approval of the size of the authorized capital;
- appointment of the company's management, auditor, auditor.
From the provisions of Article 7 of the mentioned Federal Law, one can derive the definition of the concept of “participant”: this is a person who owns part of the authorized capital of an LLC after its establishment and takes part in resolving issues related to the activities of the company. According to the provisions of this norm, participants can be both citizens and organizations.
The powers of the company's participants are disclosed in Article 33 of Federal Law No. 14, among them:
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- determination of the main directions of the functioning of society;
- changing the charter, the size of the authorized capital, the name and location of the company;
- appointment or removal of previously appointed directors of the company, auditor and auditor;
- approval of the company's reporting, distribution of profits;
- making decisions on reorganization, liquidation, etc.
From the moment of state registration of an LLC, the founders become participants and receive much more extensive rights. Thus, when an LLC operates, its owners are correctly called participants. The term “founders” is applicable to these persons only from the moment the decision is made to establish an LLC until the moment of its state registration.
What is the meaning of the distinction between these concepts?
A proper distinction between founders and participants is necessary when drawing up company documents, making decisions, holding meetings and some other cases. Basic legal literacy also requires this.
For example, when deciding whether to hold a meeting of participants or founders, a simple rule is followed: the founders gather only once - for the first meeting, the result of which is the creation of an LLC; in the future, all decisions in society are made by the participants.
In addition, it is important to remember that the number and composition of participants may change (as new ones join, old ones leave). As for the founders, their number is constant, since it is impossible to become a founder of an already created company.
As you can see, there really are differences between the founder and the LLC participant. We hope that reading this article will allow you to accurately draw the line between these concepts, based on the norms of Federal Law No. 14.