Law on LLC in the new edition. Law on LLC with latest amendments 14 Federal Law on limited liability companies

1. The body or persons convening a general meeting of company participants are obliged to notify each company participant about this no later than thirty days before it is held. by registered mail at the address indicated in the list of participants of the company, or in another way provided for by the charter of the company.

2. The notice must indicate the time and place of the event general meeting society participants, as well as the proposed agenda.

Any participant in the company has the right to make proposals to include additional issues on the agenda of the general meeting of company participants no later than fifteen days before it is held. Additional issues, with the exception of issues that do not fall within the competence of the general meeting of company participants or do not comply with the requirements of federal laws, are included in the agenda of the general meeting of company participants.

The body or persons convening the general meeting of company participants does not have the right to make changes to the wording of additional issues proposed for inclusion on the agenda of the general meeting of company participants.

If, at the proposal of the company's participants, changes are made to the initial agenda of the general meeting of the company's participants, the body or persons convening the general meeting of the company's participants are obliged to notify all company participants no later than ten days before it is held about the changes made to the agenda in the following manner: specified in paragraph 1 of this article.

3. Information and materials to be provided to the company’s participants when preparing the general meeting of the company’s participants include the company’s annual report, conclusions audit commission(auditor) of the company and the auditor based on the results of checking the annual reports and annual balance sheets of the company, information about the candidate (candidates) for the executive bodies of the company, the board of directors (supervisory board) of the company and the audit commission (auditors) of the company, draft amendments and additions made to charter of the company, or draft charter of the company in new edition, projects internal documents company, as well as other information (materials) provided for by the company’s charter.

If a different procedure for familiarizing the company's participants with information and materials is not provided for by the company's charter, the body or persons convening the general meeting of the company's participants are obliged to send them information and materials along with a notice of the general meeting of the company's participants, and in the event of a change in the agenda, the relevant information and materials are sent along with notification of such change.

The specified information and materials must be provided to all company participants for review at the premises of the executive body of the company within thirty days before the general meeting of the company’s participants. The company is obliged, at the request of a company participant, to provide him with copies of these documents. The fee charged by the company for providing these copies cannot exceed the costs of their production.

4. The company’s charter may provide for shorter periods than those specified in this article.

5. In case of violation of the procedure for convening a general meeting of company participants established by this article, such a general meeting is recognized as competent if all participants of the company participate in it.

Judicial practice under Article 36 of the Federal Law of 02/08/1998 No. 14-FZ

Decision of October 28, 2019 in case No. A78-9423/2019

In case of refusal to hold it, an extraordinary general meeting of the company's participants may be convened by the bodies or persons demanding its holding. By virtue of paragraphs 1, 2 of Article 36 of Federal Law No. 14-FZ, the body or persons convening the general meeting of participants of the company are obliged to notify each participant about this no later than thirty days before it is held...

Decision of October 21, 2019 in case No. A78-5822/2019

Arbitration Court of the Trans-Baikal Territory (AC of the Trans-Baikal Territory)

The essence of the dispute: Corporate dispute - Appeal of decisions of management bodies

The company does not correspond to reality, since the plaintiff, like all other participants of the company, was addressed in order to prepare for the general meeting of the company’s participants, established by Article 36 of the Federal Law of 02/08/1998 No. 14-FZ “On Companies with limited liability"a notice was sent about holding an extraordinary general meeting of the company's participants with the attachment of materials for...

Decision of October 17, 2019 in case No. A41-36969/2019

Arbitration Court of the Moscow Region (AC of the Moscow Region)

Invalidation of the decisions of the extraordinary meeting of participants of RIC LLC, documented by Minutes No. 19/02-19 dated 02/19/2019. The claim was filed in accordance with Art. Art. 14, 35, 36, 40, 43 of the Federal Law of 02/08/1998 No. 14-FZ “On Limited Liability Companies” (hereinafter referred to as the Federal Law of 02/08/1998 No. 14-FZ), Art. Art. 181....

Decision of October 17, 2019 in case No. A78-1374/2019

Arbitration Court of the Trans-Baikal Territory (AC of the Trans-Baikal Territory)

Discussing issues on the agenda and voting when making decisions (Article 32 of the Federal Law “On Limited Liability Companies”). The procedure for convening a general meeting of participants is provided for in Art.

36 of the Federal Law “On Limited Liability Companies”. The case materials do not contain evidence of compliance with the procedure established by law. The defendant's reference to the lack of registration of the contested protocol has no legal significance. ...

Arbitration Court of the Trans-Baikal Territory (AC of the Trans-Baikal Territory)

Decision of October 16, 2019 in case No. A78-15849/2018

As well as members of the company who collectively hold at least one tenth of the total number of votes of the company’s participants. According to paragraphs 1, 2 and 4 of Article 36 of Law No. 14-FZ, the body or persons convening the general meeting of company participants are obliged to notify each company participant about this no later than thirty days before it is held...

Decision of October 9, 2019 in case No. A40-44464/2019

Arbitration Court of the City of Moscow (AC of the City of Moscow) 2013 regarding the decision made by the participants of Transivesresurs LLC on appointment to the position general director

Rogachev Roman Mikhailovich. The requirements are stated with reference to Art. 8, 35, 36, 43 of the Federal Law of 02/08/1998 No. 14-FZ “On Limited Liability Companies”. Third parties (1,2) did not appear at the court hearing, were duly notified of...

Decision of October 2, 2019 in case No. A07-24637/2018

Arbitration Court of the Republic of Bashkortostan (AC of the Republic of Bashkortostan)

Inspector) of the company, auditor, as well as members of the company, holding in the aggregate no less than one tenth of the total number of votes of the company's participants. In accordance with Art.

In this article you will find a basic overview of the law, as well as detailed analysis of changes that have already occurred and upcoming ones.

Current edition: No. 31 dated 07/03/2016, valid.

The Federal Law “On Limited Liability Companies” regulates the creation, registration and activities of the most common form of legal entity - a limited liability company. In this article you will find an overview of the structure of the law, summary each chapter, an overview of the latest changes made to the Law “On LLC”, and you can also download the latest version of the Federal Law on Limited Liability Companies in the new edition dated 07/03/2016 with amendments.

Overview of the structure of LLC law

The Federal Law “On Limited Liability Companies” adopted on 02/08/1998 No. 14-FZ, as amended on 07/03/2016 with commentaries (hereinafter referred to as the Law “On LLC”), consists of 6 chapters and 59 articles:

Chapter 1 " General provisions", includes articles 1 to 10.

This chapter describes the relations that fall under the regulation of this law, the main provisions of the LLC, the responsibility assigned to the LLC, information regarding the name and location of such a legal entity, rules regarding branches, representative offices and subsidiaries, as well as information regarding the participants of the company: rights, duties and exclusion from society.

Chapter 2 “Establishment of a company” includes articles 11 to 13.

The chapter contains information regarding the creation and state registration of an LLC.

Chapter 3 “Authorized capital of the company. Property of the Society”, includes articles 14 to 31.

The chapter describes the principles of creating and dividing the authorized capital, methods of increasing and decreasing it, the procedure for handling the shares of participants (alienation, transfer), rules for the withdrawal of a participant, principles for the distribution of profits, information regarding the funds and assets of an LLC, as well as rules for issuing valuable papers OOO.

Chapter 3 contains Chapter 3.1. “Maintaining a list of company participants”, which contains Article 31.1, which reveals the principles and rules for maintaining a list of company participants

Chapter 4 “Management in Society” includes articles 32 to 50.

The chapter indicates the main management bodies of the company, their rights, duties and responsibilities, the procedure for the formation and appointment of the executive body of the company, the rules for appealing decisions of management bodies, the principles of conducting audits and audits, information on the public reporting of the company and the rules for storing documents, as well as providing information .

Chapter 5 “Reorganization and liquidation of the company” includes articles 51 to 58.

The article describes various options for reorganizing a company, such as: merger, accession, division, separation, transformation. Additionally, the rules for liquidation and distribution of remaining property between participants are indicated.

Chapter 6 “Final Provisions” includes Article 59, which contains information on the rules for putting this Federal Law into effect.

You can download the Federal Law “On Limited Liability Companies” .

Overview of changes

In 2016, amendments were made twice to the Federal Law “On Limited Liability Companies” 14-FZ:

Federal Law of April 6, 2016 No. 82-FZ. Art. 6 of this law was amended by paragraph 5 of Art. 2 of the Law “On LLC”. Early on, society was obliged to have round stamp, after the changes came into force, this obligation was transformed into a right. Thus, allowing society to make or not make a round seal as it sees fit. However, the law may still provide for a company's obligation to have a seal. Also, information about the presence of a seal must be reflected in the charter of the LLC.
Federal Law of June 29, 2016 No. 210-FZ. And in this law, changes were made to Art. 6. This time they touched on paragraph 3 of Art. 8 of the Law “On LLC”. Now, the founders, having concluded an agreement on the exercise of the rights of company participants, can not only refrain from exercising their rights, but also refuse to exercise them. Also, in paragraph 3 of Art. 8, a paragraph was added that established the obligation of participants to notify the company of the fact of concluding an agreement on the exercise of the rights of company participants, no later than 15 days from the date of its conclusion. Otherwise, the company participants who were not included in the agreement may demand compensation for the losses they received as a result of failure to notify.

However, there is a third regulatory legal act that has already partially entered into force, but a significant block of changes to the Federal Law “On Limited Liability Companies” will only be in force from 01/01/2017 - Federal Law of March 30, 2016 No. 67-FZ.

Here is a list of changes that will be introduced by Art. 3 of Law No. 67-FZ to the Law “On LLC”:

In Art. 17, paragraph 3 will be added, which will introduce mandatory notarization of the decision to increase the authorized capital and composition of the company’s participants. It is interesting that this change creates a legal conflict, that is, it contradicts the norms of paragraph 3 of Part 3 of Art. 67.1 of the Civil Code of the Russian Federation, which states that decisions made by the general meeting of participants and the composition of the company’s participants are certified by a notary, only if the company’s charter does not provide for other methods of certification (signatures of all participants, using technical means and so on).
In paragraph 5 of Art. 21 the words “notarized” will be introduced after the words “at your own expense.” Thus, the offer submitted by a participant who intends to sell his share in the company must be notarized.
Paragraph 3 clause 5 art. 21 will be supplemented and stated in a different edition, but its essence will not change: the period of use preemptive right when purchasing a share, it may be longer than specified in the law. To do this, it is necessary to provide for an appropriate period in the company’s charter.
The first sentence of paragraph 11 of Art. 21 will be stated in a new edition, after which all transactions for the alienation of shares must be notarized. If the notarial form is not observed, then such a transaction is considered invalid.
Exceptions from notarization of transactions will be: transactions with shares owned by the company. The norm enshrined in Part 2 of Art. will remain in force. 24, which states that the charter may provide for the alienation of a share owned by the company to a third party. However, such a scheme does not bring any benefit, since the participant’s exit, in any case, goes through a notarization.
Clause 13 art. 21 will be presented in a new edition and added with one more paragraph. This paragraph will provide an exact list of documents required by a notary to certify transactions for the alienation of a share in the company.
Clause 14 art. 21 will be presented in a new edition. Now, after the transaction for the alienation of a share in the company, the notary submits an application, signed by the participant, to the state registration authority to make the appropriate changes. The application may be submitted by mail or other means. After the changes come into force, such an application will be signed by the notary himself, certify his signature with a seal and submit to the state registration authority only in the form of an electronic document.
Clause 2 art. 22 will be supplemented with one more paragraph, and paragraph 3 of the same article will be presented in a new wording. After the changes come into force, it will be stipulated that the share pledge agreement, which implies the emergence of a pledge of a share or part of a share in the future, is now subject to notarization.
Paragraph will be added. 2 p. 2 art. 23. If a participant voted against making a major transaction, and he puts forward a demand for the company to acquire his share, such a demand must be notarized.

Paragraph 1 clause 1 art. 26 will be added. A participant who wants to leave the company, among other things, submits an application that is notarized in accordance with all the rules of the legislation on notaries in the Russian Federation.

The following changes have been made:

Federal Law of July 3, 2016 N 360-FZ (as amended on November 30, 2016) “On Amendments to Certain legislative acts Russian Federation”
The edition begins on January 1, 2017.
The edition expires on June 27, 2017.

The changes introduced by Federal Law No. 343-FZ of July 3, 2016, come into force on January 1, 2017.

Federal Law No. 99-FZ dated 05.05.2014 introduced significant changes to Chapter 4 of the Civil Code of the Russian Federation “Legal Entities” from September 1, 2014. For the procedure for applying this document in connection with the entry into force of Federal Law No. 99-FZ dated 05.05.2014, see Article 3 of this Law.

Federal Law of 02/08/1998 N 14-FZ
(as amended on 07/03/2016)
“On limited liability companies”
(with amendments and additions, effective from 01/01/2017)

Article 3
Introduce into the Federal “Law” of February 8, 1998 N 14-FZ “On Limited Liability Companies” (Collection of Legislation of the Russian Federation, 1998, N 7, Art. 785; 2009, N 1, Art. 20; N 29, Art. 3642; 2015, No. 13, Art. 1811) the following changes:
1. “Clause 3 of Article 17” is supplemented with the following sentence: “The decision of the sole participant of the company to increase the authorized capital is confirmed by his signature, the authenticity of which must be certified by a notary.”;
Note.
Paragraph 2 of Article 3 will come into force on July 1, 2017.
2. Article 31.1″:
a) point 1:
“The general meeting of company participants has the right to transfer to the Federal Chamber of Notaries the maintenance and storage of the list of company participants in the register of lists of participants in limited liability companies of a single information system notary office, which is maintained in accordance with the legislation of the Russian Federation on notaries.”;
b) paragraph 6:
“6. In the case specified in paragraph three of paragraph 1 of this article, the participants of the company are obliged to promptly inform the notary in order for him to carry out the notarial act of entering information into the register of lists of participants in limited liability companies of the unified information system of the notary about changes in information about their name or denomination, place of residence or location, other information provided for in this article.

In this case, the sole executive body of the company, unless another body is provided for by the charter of the company, is obliged to promptly inform the notary in order for him to carry out the notarial act of entering information into the register of lists of participants in limited liability companies of the unified information system of the notary, information about the participants of the company and the shares belonging to them or parts of shares in the authorized capital of the company, about shares or parts of shares belonging to the company, other information provided for by this article.”

GO TO FULL SCREEN MODE

The Federal Law on Limited Liability Companies, adopted in accordance with the Civil Code of the Russian Federation, defines a limited liability company as established by one or more persons economical society, the authorized capital of which is divided into shares of sizes determined by the constituent documents; The participants of the company are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the limits of the value of the contributions they made.

Participants of the society can be citizens and legal entities. Government bodies and organs local government does not have the right to act as participants in companies, unless otherwise provided by federal law. The number of company participants should not be more than fifty. Otherwise, the company must transform into an open joint-stock company or a production cooperative.

Members of the company may have additional rights and bear additional responsibilities established by the company's charter. Participants of the company, whose shares in the aggregate constitute no less than ten percent of the authorized capital of the company, have the right to demand judicial procedure exclusion from the company of a participant who grossly violates his duties or whose actions (inaction) makes the company’s activities impossible or significantly complicates it.

The Company carries out its activities on the basis of the constituent agreement and charter. In the event of a discrepancy between the provisions of the constituent agreement and the provisions of the charter, the provisions of the charter shall prevail for third parties and members of the company. The size of the company's authorized capital must be at least one hundred times the minimum wage. The company's charter may be limited maximum size shares of a company participant and the possibility of changing the ratio of shares of company participants. Such restrictions cannot be established in relation to individual participants of the company; they must be contained in the company’s charter and adopted unanimously at the general meeting of the company’s participants.

This Federal Law on LLCs comes into force on March 1, 1998. The constituent documents of limited liability companies (partnerships) created before the entry into force of this law must be brought into compliance with the law no later than January 1, 1999. Limited liability companies (partnerships), the number of participants of which at the time of entry into force of this law exceeds fifty, must, before July 1, 1998, be transformed into joint stock companies or production cooperatives or reduce the number of participants to the limit established by this law. When transforming such limited liability companies (partnerships) into joint stock companies, their transformation into closed joint stock companies is allowed without limiting the maximum number of shareholders of a closed joint stock company established by the Federal Law "On joint stock companies". Moreover, the provisions of this law on the right of the company’s creditors to early termination or fulfillment of the company’s corresponding obligations and compensation for losses do not apply to such a reorganization in a closed joint-stock company.

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On January 1, 2016, amendments to the Federal Law of 02/08/1998 No. 14-FZ “On Limited Liability Companies” (hereinafter referred to as Law No. 14-FZ) come into force. Let's analyze the practical aspects of the updated Law No. 14-FZ.

The amendments discussed in this article were introduced into Law No. 14-FZ by Federal Laws No. 67-FZ dated March 30, 2015 “On amendments to certain legislative acts of the Russian Federation in terms of ensuring the reliability of information provided during state registration of legal entities And individual entrepreneurs"(hereinafter referred to as Law No. 67-FZ) and dated June 29, 2015 No. 209-FZ "On amendments to certain legislative acts of the Russian Federation regarding the introduction of the possibility of legal entities using standard charters" (hereinafter referred to as Law No. 209 -FZ).

Let us comment on the main changes in order.

Branches and representative offices of the company

The updated version of Law No. 14-FZ clarifies that now branches and representative offices of the company must be indicated in the Unified State Register of Legal Entities (clause 5 of Article 5 of Law No. 14-FZ). What caused these changes?

Let us recall that from September 1, 2014, organizations may not indicate in their constituent documents information about the presence of branches and representative offices. Information on the presence of branches and representative offices is provided only in the Unified State Register of Legal Entities (clause 3 of Article 55 of the Civil Code of the Russian Federation). However, Law No. 14-FZ still requires that a company must contain information about its branches and representative offices. And, accordingly, messages about changes in the company’s charter, information about its branches and representative offices are submitted to the body that carries out state registration of legal entities.

Thanks to the amendments made, from January 1, 2016, it is not necessary to indicate information about the opening (closing) of a branch or representative office in the company’s charter, or to notify the tax authority about this.

The procedure for establishing a company. Charter of the company

A new feature is the ability of a limited liability company to use a standard charter.

Let us recall that the company's charter is the constituent document on the basis of which the company carries out its activities (clause 1, article 12 of Law No. 14-FZ).

As one of the measures to facilitate the procedure for registering legal entities is the introduction of the right for a company to use standard charters in its activities (clause 2 of the Order of the Government of the Russian Federation dated 03/07/2013 No. 317-r “On approval of the action plan (“road map”) “ Optimization of registration procedures for legal entities and individual entrepreneurs”). It was for this purpose that amendments were made to Article 11 “Procedure for establishing a company” and Article 12 “Charter of the company” of Law No. 14-FZ.

Form model charter must be approved and posted on the website of the Federal Tax Service of the Russian Federation. To date, the form of a model charter has not yet been developed.

The list of information that should be contained in the model charter is indicated in the updated clause 2.1 of Article 12 of Law No. 14-FZ and includes the following information:

On the composition and competence of the company’s bodies, including issues that constitute exceptional competence the general meeting of the company's participants, on the procedure for making decisions by the company's bodies, including on issues on which decisions are made unanimously or by a qualified majority of votes;

On the rights and obligations of company participants;

On the procedure and consequences of the withdrawal of a company participant from the company, if the right to leave the company is provided for by the company’s charter;

On the procedure for transferring a share or part of a share in the authorized capital of the company to another person;

On the procedure for storing company documents and on the procedure for the company providing information to company participants and other persons;

Other information.

Among the information provided in the standard charter, there is no information about the name, company name, location and size of the authorized capital of a specific legal entity. This is understandable, since this information concerns the personal data of the company.

The decision that the company operates on the basis of a standard charter is made by the founders of the company unanimously (Clause 3, Article 11 of Law No. 14-FZ) and must be reflected in the decision to establish the company.

Thus, from January 1, 2016, when registering a company, it will be possible not to submit a standard charter in tax office, indicating this in the registration application submitted to the tax office.

The amendments made do not mean that from January 1, 2016, the company must abandon the charter approved by its founders (participants).

And at the same time, a company that has decided to use a standard charter has the right at any time to decide that in the future it will not act on the basis of a standard charter, and to approve its own charter of the company in the manner established by Law No. 14-FZ (clause 4 Article 12 of Law No. 14-FZ). Law No. 14-FZ does not provide for any restrictive barriers to the transition from your own charter to a standard charter and vice versa.

However, analyzing the norms of the updated Law No. 14-FZ and Law No. 129-FZ (a detailed analysis of the changes is given in the article “ State registration legal entities under the new rules”, the advantages of using a model charter are obvious.

If the company operates on the basis of a standard charter, then further changes in terms of the company’s personal data, such as the name, location and size of the authorized capital, will only require changes in the information about the legal entity in the Unified State Register of Legal Entities (by submitting an appropriate application).

If the company operates on the basis of its own charter, then such changes must be registered in the manner given in paragraph 1 of Article 17 of Law No. 129-FZ and, accordingly, a state fee must be paid. That is, data on the change must be included by the company in the charter, as well as in the Unified State Register of Legal Entities.

The question arises: how to present the standard charter posted on the website of the Federal Tax Service of the Russian Federation to company participants, auditors and other interested parties? In this case, it is sufficient for the society to notify any interested party that it operates on the basis of a model charter, which can be viewed free of charge in the public domain on the official website of the Federal Tax Service (Clause 3, Article 12 of Law No. 14-FZ).

Increasing the authorized capital of the company

Most of the changes introduced by Law No. 67-FZ to Law No. 14-FZ are associated with increasing the role of notaries in the implementation of legal entity a number of transactions.

Before January 1, 2016, it was necessary to notarize only transactions involving the alienation of company shares to other company participants or third parties. Now the list of cases requiring the participation of a notary has expanded.

Thus, from January 1, 2016, it is provided that decision general meeting of company participants on increasing the authorized capital and the composition of company participants present when making this decision must be confirmed by notarization (clause 3 of article 17 of Law No. 14-FZ).

If the company operates on the basis of a standard charter, within a month from the date of the decision to increase the authorized capital of the company at the expense of its property, the company reports to the tax inspectorate about the increase in the authorized capital, as well as about changes in the nominal value of the shares of the company's participants (clause 4 Article 18 of Law No. 14-FZ).

Transfer of a share (part of a share) in the authorized capital to other participants

From January 1, 2016, a decision to transfer a share (part of a share) in the authorized capital of a company to another person must be certified by a notary. If the company's charter stipulates the preemptive right to purchase a share (part of a share) by the company, then it has the right to exercise the preemptive right to purchase a share (part of a share) within seven days from the date of expiration of the preemptive right to purchase from the company's participants or the refusal of all company participants to use the preemptive right the right to purchase a share (part of a share) by sending an acceptance of the offer to a company participant (clause 5 of Article 21 of Law No. 14-FZ).

At the same time, the notary performing the notarization of a transaction aimed at alienating a share (part of a share) in the authorized capital of the company must check the authority of the person alienating them to dispose of such shares, and also make sure that the alienated share (part of the share) is fully paid (p .13 Article 21 of Law No. 14-FZ).

After notarization of such a transaction, the notary who completed its notarization, no later than three days from the date of this certification, submits to the tax office an application for making appropriate changes to the Unified State Register of Legal Entities. This application is signed by the notary who certified the specified transaction, and sealed with the notary's seal (clause 14 of article 21 of Law No. 14-FZ).

In addition, from January 1, 2016, the following will require notarization:

1) agreement to pledge a share or part of a share in the authorized capital of the company (clause 2 of Article 22 of Law No. 14-FZ);

2) the requirement of a company participant who voted against the decision to make a major transaction or to increase the authorized capital of the company in accordance with paragraph 1 of Article 19 of Law No. 14-FZ or who did not take part in the voting, to acquire his share in the authorized capital of the company (p 2 Article 23 of Law No. 14-FZ);

3) application of a company participant to withdraw from the company (Clause 1, Article 26 of Law No. 14-FZ).

Such innovations will certainly lead to increased costs associated with the need for notarization of corporate transactions.

Failure to comply with the notarial form of the transaction will entail the invalidity of the transaction itself (Clause 11, Article 21 of Law No. 14-FZ).

As before, notarization of the transaction for the acquisition of a participant’s share is not required (Article 24 of Law No. 14-FZ):

At his request, if the company’s charter provides for the need to obtain the consent of other company participants for the alienation of such a share and such consent has not been received, or the company’s charter establishes a ban on the alienation of shares to third parties (including in cases of transfer of the share to the heirs and legal successors of the company’s participants) ;

Who is excluded from society;

In the authorized capital of the company, when selling a share at public auction in the absence of consent of the participants to carry out such a transaction or in the event of foreclosure on the participant’s share.

Other changes

From January 1, 2016, the competence of the general meeting of company participants was expanded. Thus, in the updated version of clause 2 of Article 33 of Law No. 14-FZ, the competence of company participants includes:

Approval of the company's charter;

Making changes to it or approving the company’s charter in a new edition;

Making a decision that the company will continue to operate on the basis of a standard charter, or that the company will not continue to act on the basis of a standard charter;

Changing the size of the company's authorized capital;

Names of the company;

Location of the company.

Let us recall that previously (until January 1, 2016), the competence of the general meeting of company participants included only amendments to the company’s charter and changes in the size of its authorized capital.

Law No. 14-FZ “On Limited Liability Companies” determines the legal status of the company, the obligations and rights of its participants, the rules of creation, liquidation and reorganization. The specifics of the transformation, formation and closure of enterprises in the areas of investment, banking, private security, insurance activities and in the production of agricultural goods are also regulated by other industry regulations.

14-FZ "On LLC" ("Guarantor")

In Art. 2 of the normative act under consideration provides basic terms and definitions. Acts as an LLC business enterprise formed by one or more entities, with an authorized capital divided into shares. Participants do not bear the risk of loss and do not repay the company's obligations related to its activities to the extent of the value of their contributions. Entities must pay their capital shares in full. Participants who have made only a partial investment are jointly and severally liable for the obligations of the enterprise to the extent of the value of the outstanding part of the contribution.

Company Features

Law No. 14-FZ “On Limited Liability Companies” provides that a company must have separate property, which is accounted for on an independent balance sheet. An enterprise can acquire and exercise non-property and property rights on its own behalf, be liable for its obligations, and represent its interests in court as a defendant or plaintiff. The company can conduct any activity that is not prohibited by regulations and does not contradict the purposes of its creation established in the charter. Certain types of operations can only be performed with a license (permit).

Law No. 14-FZ “On Limited Liability Companies” establishes that an enterprise is considered formed from the date of its state registration according to the rules provided for in current regulations. A company is created for an indefinite period, unless otherwise specified in the charter.

Personalization

Law No. 14-FZ “On LLC” (current version) requires the enterprise to have a round seal in the official language of the state and indicating its location. The company may have forms and stamps with its name, emblem, trademark, etc.

In accordance with the Federal Law "On Limited Liability Companies", an enterprise must have a full name and may have an abbreviated name. There are certain requirements for the name. In particular in the name in mandatory The phrase “limited liability” must be present; in the abbreviated version it is allowed to use an abbreviation. Other requirements for the name are determined by the provisions of the Civil Code.

Specifics of fulfillment of obligations

In accordance with Federal Law No. 14, the company is responsible for its actions with all the property belonging to it. The enterprise does not fulfill the obligations of its participants. In the event of bankruptcy (insolvency) of a company due to the fault of investors or other persons who have the right to give instructions binding on it, or the ability to determine its actions, those responsible for the insufficiency of the company's property are assigned subsidiary liability.

Representative offices and branches

According to the Federal Law "On Limited Liability Companies", an enterprise has the right to form separate units. Relevant decisions are made at a meeting of participants. A resolution is considered approved if it is supported by a majority (at least 2/3) of the total number of votes, unless a different number is established in the charter.

The formation of representative offices and branches is carried out in compliance with the requirements provided for by 14 The federal law"On limited liability companies" and other regulations, and abroad - legal provisions the state on whose territory subdivisions are formed, unless otherwise provided in international treaties.

These organizations do not act as legal entities. Their activities are carried out in accordance with the regulations approved by the main enterprise. A representative office of an LLC is a division that is located outside the location of the enterprise. It acts in the interests of the company and ensures their protection. A branch is a division located outside the location of the LLC and performing all or part of its functions. This includes representation. The appointment of management of divisions is carried out by the company. To exercise their powers, they are issued a power of attorney.

Affiliated companies

They have the rights of a legal entity and are formed both on the territory of the Russian Federation and abroad. A company is considered a subsidiary if the main enterprise has the ability to determine decisions that are approved by it. Such a right may arise by virtue of a concluded agreement, predominant participation in capital or for other reasons. is not liable for the obligations of the parent company. The main undertaking may issue instructions that are binding on it. At the same time, it is jointly and severally liable with it for transactions made during the execution of these orders. In case of insolvency subsidiary company due to the fault of the main enterprise, it is provided for the latter for its debts if its property turned out to be insufficient for this. Participants can demand compensation from the main company for losses caused by its fault.

Dependent companies

They are Law No. 14-FZ “On Limited Liability Companies” ( latest edition) recognizes companies, authorized capital of which more than 20% belongs to the main enterprise. The company that acquired the specified share is obliged to disclose information about it. For this purpose, information is published in the official publication containing data on state registration of legal entities. Relevant information must be made public in as soon as possible after the transaction is completed.

Participants

According to Law No. 14-FZ “On Limited Liability Companies,” they can be legal entities and citizens. Certain individuals may be prohibited or restricted from participating. Government agencies and local government structures do not have the right to join an LLC, unless otherwise provided by federal legislation. An enterprise can be founded by one person. It thus becomes the only participant. A company can be formed by several persons. In the course of its activities, an enterprise can become a company with one participant. The maximum number of founders cannot be more than 50. If the number of participants exceeds this, within a year the enterprise must be transformed into an OJSC. If this order is not fulfilled, and the number of entities is not reduced, the company may be liquidated in court in accordance with the requirements of the registration authority or other authorized bodies.

Participants' rights

The Federal Law “On Limited Liability Companies” (current version) provides for the following legal options:

Participate in the management of the current affairs of the enterprise according to the rules provided for in the regulatory act in question and the company’s charter.
Obtain information about the activities of the company, study its accounting and other documentation.
Participate in the distribution of profits. According to 14-FZ “On LLC”, dividends are paid based on the results of the reporting period.
Sell or otherwise alienate your share or part of it in the capital to other participants or other persons.
Leave the society. This can be done by the participant selling his share (if this possibility is provided for in the charter) or by presenting a requirement for the enterprise to acquire his contribution in the cases established in the regulatory act.
Receive part of the property when the Participant has the right to purchase material values remaining after settlements with creditors. During liquidation, in accordance with 14-FZ "On LLC", an independent appraiser performs the proper calculations. In exchange for the property, the participant has the right to demand its value.

Additional features

They may be provided for by the charter of the enterprise at the time of establishment or provided by decision of the meeting adopted unanimously. Additional rights upon alienation of a participant's share or part thereof do not pass to the acquirer. Their termination or restriction in relation to all participants is carried out on the basis of a decision adopted unanimously at the meeting, in relation to a specific subject - by a majority (at least 2/3) of all voters. In the latter case, the subject must give written consent or vote for approval of the resolution. The participant may refuse the provided additional rights by sending appropriate notification.

Responsibilities

In accordance with 14-FZ "On LLC", participants of the enterprise must:

Make payments for shares in the capital of the company in the amounts, manner and terms determined normative act and the articles of association.
Maintain confidentiality of information about the company's activities.

Additional responsibilities may be established in the charter of the enterprise upon its establishment or assigned to the subjects by decision of the meeting. If they are provided for a specific entity, upon alienation of its share or part thereof, they do not pass to the acquirer.

Establishment of an enterprise

The formation of a society is carried out in accordance with the decision of the meeting. If there is only one founder, then it is accepted by him alone. The decision reflects the results of voting on issues related to the organization of the enterprise, appointment/election executive bodies, the formation of an audit commission, if these structures are mandatory or provided for in the charter.

When establishing a company by one entity, the amount of capital, the period and procedure for its payment, the nominal value and the size of the share must be determined. Participants enter into a written agreement that establishes the rules for conducting joint activities. The agreement also determines the amount and term of payment of shares.

Charter

He acts as constituent document enterprises. The charter must indicate:

Company name (abbreviated and full).
Location data.
Information on the competence and composition of executive bodies, including on issues relating to their exclusive jurisdiction, and on the procedure for their decision-making.
Data on the amount of capital.
Responsibilities and rights of participants.
Information about the rules and consequences of the withdrawal of entities from the company, if such a possibility is provided.
Data on the procedure for transferring the entire share or part of it to another person.
Rules for storing documentation and providing information to other entities.
Other information of significant importance.

Capital

It is formed from the nominal price of the participants' shares. The amount of capital must be at least 10 thousand rubles. Its size, as well as the cost of shares, is determined in rubles. Capital determines the minimum amount of property that ensures the fulfillment of obligations to creditors. The size of the share of participants is determined as a fraction or as a percentage. It must correspond to the ratio of its nominal value and the amount of capital. The articles of association may provide for a limitation on the maximum size of the share. Its actual value must correspond to part of the price net assets enterprise, proportional to the size of the contribution. Limitations on the size of shares can be established for individual participants of the company in the charter at the time of establishment, and can also be included in the document, amended or excluded from it based on a decision of the meeting adopted unanimously.