Law on LLC in the new edition. Law on LLC with latest amendments No. 14 Federal Law as amended

1. A major transaction is a transaction (several interrelated transactions) that goes beyond the usual economic activity and wherein:

related to the acquisition, alienation or possibility of alienation by the company directly or indirectly of property (including a loan, credit, pledge, guarantee, acquisition of such a number of shares (other issue valuable papers, convertible into shares) public society, as a result of which the company has an obligation to send a mandatory offer in accordance with "), the price or book value of which is 25 or more percent of the book value of the company's assets, determined according to its accounting (financial) statements as of the last reporting date;

providing for the obligation of the company to transfer property for temporary possession and (or) use or to provide a third party with the right to use the result of intellectual activity or a means of individualization under the terms of a license, if their book value is 25 percent or more of the book value of the company’s assets, determined according to its accounting (financial) ) reporting as of the last reporting date.

2. In the event of alienation or the possibility of alienation of property, the greater of two values is compared with the book value of the company’s assets - the book value of such property and the price of its alienation. In the case of property acquisition, the acquisition price of such property is compared with the book value of the company's assets.

In the case of transfer of the company's property for temporary possession and (or) use, the book value of the property transferred for temporary possession or use is compared with the book value of the company's assets.

In the event that the company enters into a transaction or several related transactions to acquire shares (other issue-grade securities convertible into shares) of a public company, which will entail the company's obligation to acquire shares (other issue-grade securities convertible into shares) in accordance with ", with The book value of the company's assets is compared with the price of all shares that can be acquired by the company under such transactions, in accordance with ".

3. Making a decision on consent to a major transaction is a competence general meeting members of the society.

If a board of directors (supervisory board) of the company is formed in the company, making decisions on consent to carry out major transactions related to the acquisition, alienation or possibility of alienation by the company directly or indirectly of property, the value of which is from 25 to 50 percent of the value of the company’s property, may be attributed the company's charter falls within the competence of the board of directors (supervisory board) of the company.

The decision on consent to a major transaction must indicate the person(s) who is a party to it, the beneficiary, the price, the subject of the transaction and other essential conditions or the order in which they are determined.

The decision on consent to carry out a major transaction may not indicate the party to the transaction and the beneficiary if the transaction is concluded at an auction, as well as in other cases if the party to the transaction and the beneficiary cannot be determined by the time consent to carry out such a transaction is received.

The decision on consent to the completion or subsequent approval of a transaction may also contain an indication:

on the minimum and maximum parameters of the terms of the transaction (the upper limit of the purchase price of property or the lower limit of the cost of selling property) or the procedure for their determination;

to consent to a number of similar transactions;

on alternative options for the terms of a transaction that requires consent to complete it;

to consent to a transaction subject to the completion of several transactions simultaneously.

A decision on consent to or subsequent approval of a major transaction may indicate the period during which such a decision is valid. If such a period is not specified in the decision, the consent is considered valid for one year from the date of its adoption, unless a different period follows from the essence and conditions of the transaction to which consent was given, or the circumstances in which consent was given.

A major transaction may be concluded under the suspensive condition of obtaining appropriate consent for its completion in the manner established by this Federal Law.

4. A major transaction made in violation of the procedure for obtaining consent to carry it out may be declared invalid in accordance with the claim of the company, a member of the board of directors (supervisory board) of the company or its participants (participant) holding at least one percent of the total number of votes members of the society.

The limitation period for a claim to declare a major transaction invalid if it is missed cannot be restored.

5. The court refuses to satisfy demands to recognize a major transaction made in violation of the procedure for obtaining consent for its execution as invalid if at least one of the following circumstances exists:

by the time the case is considered in court, evidence of subsequent approval of such a transaction has been presented;

when considering the case in court, it was not proven that the other party to such a transaction knew or should have known that the transaction was a major transaction for the company, and (or) the absence of proper consent to its completion.

6. If a major transaction is at the same time a transaction in which there is an interest, and in accordance with this Federal Law the issue of consent to such a transaction is submitted for consideration by the general meeting of participants, the decision on consent to such a transaction is considered adopted if the number of votes required in accordance with the requirements of this article, and the majority of votes of all participants not interested in the transaction, are cast for it.

7. The provisions of this article do not apply:

to companies consisting of one participant, who at the same time is the only person with the powers of the sole executive body of the company;

to relations arising upon the transfer to the company of a share or part of a share in its authorized capital in the cases provided for by this Federal Law;

to relations arising during the transfer of rights to property in the process of reorganization of a company, including under merger agreements and accession agreements;

to transactions the completion of which is mandatory for the company in accordance with federal laws and (or) other legal acts Russian Federation and settlements for which are made at prices determined in the manner established by the Government Russian Federation, or at prices and tariffs established by the authorized Government of the Russian Federation federal body executive power, as well as to public contracts concluded by the company on terms and conditions that do not differ from the terms of other public contracts concluded by the company;

to transactions for the acquisition of shares (other issue-grade securities convertible into shares) of a public company, concluded on the terms stipulated by the mandatory offer to purchase shares (other issue-grade securities convertible into shares) of a public company;

to transactions concluded on the same terms as the preliminary agreement, if such agreement contains all the information provided for in paragraph 3 of this article, and consent to its conclusion has been received in the manner prescribed by this article.

8. For the purposes of this Federal Law, transactions that do not go beyond the scope of ordinary business activities are understood to be any transactions that are accepted in the activities of the relevant company or other business entities engaged in similar types of activities, regardless of whether such transactions were previously carried out by such company, if such transactions do not lead to the termination of the company’s activities or a change in its type or a significant change in its scope.

Law No. 14-FZ "On companies with limited liability" determines the legal status of the company, the obligations and rights of its participants, the rules of creation, liquidation and reorganization. Features of the transformation, formation and termination of enterprises in the areas of investment, banking, private security, insurance activities and in the production of agricultural goods are 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 round stamp 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 the 14th 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

As such, 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 subjects is not reduced, the company may be liquidated in judicial procedure in accordance with the requirements of the registration authority or other authorized authorities.

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, the appointment/election of executive bodies, the formation audit commission, if the specified 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. Limits 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.

The size of the authorized capital of the company and the nominal value of the shares of the company's participants are determined in rubles.

The authorized capital of a company determines the minimum amount of its property, which guarantees the interests of its creditors.

2. The size of the share of a company participant in the authorized capital of the company is determined as a percentage or as a fraction. The size of the share of a company participant must correspond to the ratio of the nominal value of his share and the authorized capital of the company.

The actual value of the share of a company participant corresponds to a part of the value of the company's net assets, proportional to the size of his share.

3. The company’s charter may limit maximum size shares of a company participant. The company's charter may limit the possibility of changing the ratio of shares of the company's participants. Such restrictions cannot be established in relation to individual members of the company. The specified provisions may be provided for by the charter of the company upon its establishment, and also included in the charter of the company, amended and excluded from the charter of the company by decision of the general meeting of the company's participants, adopted unanimously by all the company's participants.

If the company's charter contains the restrictions provided for by this paragraph, a person who acquired a share in the authorized capital of the company in violation of the requirements of this paragraph and the relevant provisions of the company's charter has the right to vote at the general meeting of the company's participants with a portion of the share, the amount of which does not exceed that established by the company's charter the maximum size of the share of a company participant.

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

Decision of October 24, 2019 in case No. A24-3499/2018

Arbitration Court of the Kamchatka Territory (AC of the Kamchatka Territory)

Taking into account the clarification of the claims, it amounts to 84,811,457.50 rubles, and minus the paid cost - 68,479,707.50 rubles. According to paragraph 2 of Article 14 of Law No. 14-FZ, the actual value of the share of a company participant corresponds to part of the value of the company’s net assets, proportional to the size of its share. Clause 6.1 of Article 23 of Law No. 14 - Federal Law establishes ...

Resolution of October 23, 2019 in case No. A60-65000/2018

Arbitration Court of the Ural District (FAS UO)

Regions (hereinafter referred to as the OFAS for the Sverdlovsk Region, the antimonopoly authority) – Sekhina V.S. (power of attorney dated February 27, 2019 No. 151). During the consideration of the cassation appeal at the court hearing 14. On 10.2019 its consideration was postponed until 10.22.2019. The court hearing on October 22, 2019 was attended by representatives of: IDGC-Ural Company - Leshkov V.M. (power of attorney dated 13.12....

Decision of October 23, 2019 in case No. A78-7384/2019

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

Transactions of donation of shares concluded between the defendants are invalid. The basis for the claim is Articles 167, 170, 174 of the Civil Code of the Russian Federation, Article 21 of the Federal Law of 02/08/1998 No. 14 - Federal Law “On Limited Liability Companies” (hereinafter referred to as Law No. 14 - Federal Law). According to Article 1 of Law No. 14 - Federal Law, this law defines, in accordance with the Civil Code of the Russian Federation, the legal...

Resolution of October 22, 2019 in case No. A82-16374/2018

7.4 of the Company's Charter, payments to retiring participants begin on the date approved by the General Meeting of Participants, but not more than three months. In relation to the provisions of paragraph 2 of Article 14 of Law No. 14 - Federal Law, the size of the share in the authorized capital of the company is determined as a percentage or as a fraction. The size of the share must correspond to the ratio of the nominal value of its share and the authorized...

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

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

And also the invalidation of the decisions of the extraordinary meeting of participants of RIC LLC, documented by Minutes No. 19/02-19 of 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 - Federal Law "On Limited Liability Companies" (hereinafter - the federal law

dated 02/08/1998 No. 14 - Federal Law), art. ...

Decision of October 11, 2019 in case No. A82-11998/2017

Arbitration Court of the Yaroslavl Region (AC of the Yaroslavl Region) The plaintiff's statements and explanations indicate that the decision taken

the society did not report. According to paragraphs 1, 8 of Article 21 of the Federal Law of February 8, 1998 No. 14 - Federal Law “On Limited Liability Companies”, the transfer of a share or part of a share in the authorized capital of a company to one or more participants of this company or to third parties is carried out...

Decision of October 9, 2019 in case No. A69-1519/2017

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

Society for the last reporting period preceding the day of filing an application for withdrawal from the company. In this case, the actual value of the share of a company participant, as defined by paragraph 2 of Article 14 of Law No. 14 - Federal Law, corresponds to part of the value of the company’s net assets, proportional to the size of its share. The value of the company's net assets is determined in the manner established by federal law and issued in accordance with...

Decision of October 3, 2019 in case No. A72-8373/2019

Arbitration Court of the Ulyanovsk Region (AC of the Ulyanovsk Region) The above solution Arbitration Court

Ulyanovsk region dated March 19, 2019 in case No. A72-20991/2018. Paragraph 1 of Article 26 of the Federal Law of 02/08/1998 No. 14 - Federal Law “On Limited Liability Companies” (hereinafter referred to as Law No. 14 - Federal Law) provides for the right of a participant to leave the company by alienating a share to the company, regardless of the consent of its other participants or...

Resolution of October 1, 2019 in case No. A32-22374/2016

Arbitration Court of the North Caucasus District (FAS North Caucasus)

The procedure for paying the actual value of a share or part of a share is not provided for by the company's charter. The actual value of the share of a participant in a limited liability company, as defined in paragraph 2 of Article 14

The creation, registration and activities of LLCs are regulated by the Federal Law “On LLCs” dated 02/08/1998 No. 14-FZ.

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 changes.

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 new edition dated July 3, 2016, as amended.

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.

This chapter contains information regarding the creation and state registration OOO.

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 of distribution of profits, information regarding the funds and assets of the LLC, as well as the rules for issuing LLC securities.

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 specified.

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”. Previously, society was obliged to have a round seal; 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, N 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 agency of the company, unless another body is provided for by the charter of the company, is obliged to promptly inform the notary in order 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 about their shares 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 in this article.”

The activities of limited liability organizations are regulated by a separate bill, Federal Law 14. Its provisions regulate the entire range of issues related to the founding, functioning, activities and dissolution of LLCs. To update the information, you should consider the changes that were introduced into the main document of the law.

The Federal Law “On Limited Liability Companies” was adopted in January 1998 and came into force on March 1 of the same year. By the way, there is also Federal Law 208 about joint stock companies. You can study its provisions

Structurally, Federal Law 14 consists of several chapters, combining the following provisions:

general provisions and definitions;
procedure for creating a limited liability organization under the law;
determination of the authorized capital and property of the LLC;
compilation of lists of participants and management system;
procedure for reorganization and abolition of the organization.

If we consider the brief content of the Federal Law on LLCs, then the law implies a system for regulating all issues related to the functioning of such companies on the territory of the Russian Federation. Legal basis Federal Law 14 takes into account the legislation of the country and international agreements.

Latest changes to the LLC Law

Since the Federal Law “On Limited Liability Companies” came into force, it has undergone a number of changes. The last of them were introduced in 2016, many come into force in 2017. These changes include the following amendments:

from January 1 Federal Law 343 comes into force, amending the wording of the LLC Law in Articles 40, 43, 45 and 46;
from July 1 additions to Article 31.1 come into force - paragraph to the first paragraph and paragraph 6 to the article;
from September 1, 2017 additions to Article 57 come into force in the form of paragraphs 6 and 7.

For clarity, you should pay attention to the following articles:

Article 2 Federal Law 14 contains general provisions on limited liability organizations. Latest edition was held in 2015.

Article 3 Federal Law 14 regulates the responsibility of society. In 2016, clause 3.1 was added on the consequences of excluding an LLC from the Unified State Register of Legal Entities for non-operating legal entities. The changes came into force in June 2017.

Article 5 Federal law determines the possibility of creating LLC branches. The latest changes were introduced in 2015 and affected the new wording of the fifth paragraph.

Article 7 Federal Law 14 indicates community members and those persons who may be them. The article has not changed since its original edition.

Article 8 Federal Law 14 regulates the rights of LLC participants. The latest changes were made in 2015 and came into force on September 1, 2016. According to them, paragraph 4 was added indicating the possibility of protecting the rights of participants in a limited liability company by an arbitration court.

Article 12 Federal law regulates the content of the organization's charter. A number of changes to the wording were made in 2015; the revision came into force in January 2016.

Article 14 The Federal Law on LLC contains provisions on the authorized capital. Amendments were made in 2008, after which the edition did not undergo any changes.

Article 17 The LLC Law specifies the procedure for increasing the authorized capital. In 2016, paragraph 3 was supplemented with a regulation stating that the decision of the sole participant of the organization to increase the authorized capital is confirmed by his notarized signature.

Article 19 Federal Law 14 regulates contributions of participants and third parties to the authorized capital of an LLC. The latest changes were made in 2015 and affected the wording - the words “ company charter” are complemented by “ approved by the founders (participants) of the company" Clause 2.1 was supplemented with a paragraph regulating the procedure in the notification of an increase in the authorized capital.

Article 21 Federal law regulates the transfer of a share or part thereof from one LLC participant to another. A number of amendments to the wording and clarifications were made in 2015, after which the wording has not changed.

Article 33 Federal Law 14 determines the competence of the general meeting of LLC participants. In 2015, the wording of subclause 2 of clause 2 on the procedure for approving and amending the charter was changed.

Article 45 Federal Law No. 14 defines interest in transactions. Editorial this provision has not changed since the publication of Federal Law 14.

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