Is a member of a limited liability company eligible? Composition and functions of LLC participants

Founders (participants) and founding document of a limited liability company

The founders of an LLC can be both individuals and legal entities, regardless of residence or registration, including foreigners or foreign firms. A legal entity, in which the founder is one natural person, as well as state and municipal bodies, cannot be the founder, with the exception of cases separately stipulated in the law. The Civil Code of the Russian Federation and No. 14 - FZ provide that the number of participants in an LLC is strictly limited. It should not exceed 50 people. If the number of participants exceeds this allowable limit, then the company must be transformed into an open joint-stock company or a production cooperative within a year. After this time, if the number of participants has not decreased and the LLC has not been transformed, then it will be subject to compulsory liquidation, in a judicial proceeding at the request of the body that carries out state registration of legal entities, or other state bodies of local self-government (clause 1, article 88 of the Civil Code of the Russian Federation ).

For any legal entity, a mandatory feature is the presence of separate property and independent responsibility for its obligations with this property. Legal entities are usually divided into those that have the right of ownership to separate property and those that have other property rights to the property assigned to them. The right of ownership to the property transferred by the founders to their company as contributions appears in the LLC from the moment of state registration. In case of insolvency (bankruptcy) of an LLC due to the fault of its participants or through the fault of other persons who have the right to give instructions binding on the LLC, or otherwise have the opportunity to determine its actions, these participants or other persons, in case of insufficient property of the LLC, may be assigned a subsidiary responsibility for his obligations.

The rights of the company's participants are determined in accordance with Article 8 No. 14 - FZ. Members of an LLC have the right to:

• - participate in the management of the affairs of the company in the manner prescribed by law and the constituent documents of the company;
• - receive information about the activities of the company and get acquainted with its accounting books and other documentation in the manner prescribed by its constituent documents;
• - take part in the distribution of profits;
• - sell or otherwise alienate its share or part of the share in the authorized capital of the company to one or several participants in this company or to another person in the manner prescribed by No. 14 - FZ and the charter of the company;
• - withdraw from the company by alienating its share to the company, if such an opportunity is provided for by the charter of the company, or demand that the company acquire a share in the cases provided for by No. 14 - FZ;
• - receive, in the event of liquidation of the company, part of the property remaining after settlements with creditors, or its value.

The rights listed above are basic and mandatory, since they cannot be excluded or limited by the charter of the company and most fully ensure the realization of the interests of each member of the company. Participants also have other rights provided for by No. 14 - FZ, for example, the right to pledge a share in the authorized capital of the company, the right to appeal the decisions of the company's bodies in court, and more.

In addition to the rights provided for in paragraph 1 of Article 8 No. 14 - FZ, the company's charter may provide for additional rights for the company's participants. These rights may be provided for directly by the charter of the company upon its establishment, or they may be granted to a member of the company by a decision of the general meeting of members of the company, adopted by all participants unanimously.

Additional rights granted to a certain member of the company, in the event of the alienation of his share or part of the share, do not transfer to the acquirer of the share or part of the share.

Additional rights granted to all participants may be terminated or limited. This is carried out by decision of the general meeting of participants of the company, adopted by all participants unanimously. Additional rights granted to a certain participant may be terminated or restricted by a decision of the general meeting of participants in the company, adopted by a majority of at least two-thirds of the votes of the total number of votes of the participants in the company, provided that the participant in the company who has such additional rights voted for such a decision and gave written consent.

A member of the company who has been granted additional rights may refuse to exercise the additional rights belonging to him by sending a written notice to the company. From the moment the company receives the said notice, the additional rights of the company's participant cease. Specialists draw attention to the fact that the additional rights of the company's participants are personal in nature and cannot be transferred to anyone.

And more recently, the founders (participants) of the company have the right to conclude an agreement on the exercise of the rights of the company's participants, according to which they undertake to exercise their rights in a certain way and refrain from exercising these rights, including voting in a certain way at the general meeting of the company's participants, agree on the voting option with other participants, sell a share or part of a share at a price determined by this agreement and (or) upon the occurrence of certain circumstances, or refrain from alienating a share or a part thereof until certain circumstances occur, as well as perform other actions in concert related to the management of the company, with the creation, activities, reorganization and liquidation of the company. This agreement is concluded in writing by drawing up one document signed by the parties.

The participant can always waive additional rights, even after such a decision has been made.

Article 9 No. 14 - FZ also provides for the obligations of LLC participants. These include:

• - pay for shares in the authorized capital of the company in the manner, in the amount and within the time frame stipulated by the founding agreement and No. 14-FZ;
• - not to disclose confidential information about the activities of the company;

Since it is possible to prescribe additional rights in the charter of the company, it is also worth mentioning additional obligations. They may also be provided for by the charter of the company upon its establishment or assigned to all participants in the company by decision taken at the general meeting of participants in the company. The process of assigning additional responsibilities to a specific participant is the same as when granting additional rights to a specific participant.

The exclusion of a member of the company from the company is carried out according to the rules of Article 10 of the Law "On Limited Liability Companies". The participants in the company, whose shares in the aggregate amount to at least 10% of the authorized capital of the company, have the right to demand in court the exclusion from the company of a participant who grossly violates his obligations or by his actions (inaction) makes the activities of the company impossible or significantly complicates it.

Prior to the entry into force of No. 14 - FZ, in paragraph 28 of the joint resolution of the Plenums of the Supreme Court of the Russian Federation and the Supreme Arbitration Court of the Russian Federation of 06/01/1996 N 6/8 "On some issues related to the application of part one of the Civil Code of the Russian Federation" was explained that a participant in a limited liability company may be expelled from the company only on the basis of the law or in cases provided for by the company's constituent documents, as well as in case of a material violation by the relevant participant of the terms of the memorandum of association (according to Article 450 of the Civil Code of the Russian Federation). This clarification, after the adoption of No. 14 - FZ, has lost its meaning and is not subject to application.

Specialists rightly draw attention to the fact that Article 10 No. 14 - FZ does not provide an opportunity for company participants to establish in the charter additional grounds for expelling a participant from the company. The participants themselves, by their decision, do not have the right to exclude a participant from the company, since the specified article gives the participants the right only to demand the exclusion of a participant from the company in a judicial proceeding. Moreover, not all participants have this right. The possibility of excluding a participant from a society only by a court guarantees the rights of a participant in a society, especially since this is an imperative norm.

The article establishes an exhaustive list of grounds that give the right to participants owning shares that in the aggregate amount to at least 10% of the authorized capital, to demand in court the exclusion of a participant from the company. The court, guided by the evaluation criteria, having considered all the circumstances and explanations of the persons concerned, makes a decision.

When registering an LLC, the most important stage is the preparation of company documents, which fix all the legal foundations for the company's activities. The future successful activity of a legal entity largely depends on the competent preparation of these documents. Article 52 of the Civil Code of the Russian Federation states that a legal entity acts on the basis of a charter, or a constituent agreement and a charter, or only a constituent agreement. The constituent agreement of a legal entity is concluded, and the charter is approved by its founders (participants). A legal entity created by one founder operates on the basis of a charter approved by this founder (Article 52 of the Civil Code of the Russian Federation).

In accordance with paragraph 3 of article 1 No. 312 - FZ of December 30, 2008, the only constituent document of an LLC is its charter. The main provisions on the charter of a limited liability company are contained in Article 12 of the Law "On Limited Liability Companies". It is based on the norms of articles 52 and 89 of the Civil Code of the Russian Federation, but at the same time establishes rules that reflect the specifics of the constituent documents of a business company of this type. Clause 5 of Article 11 No. 14 - FZ defines the meaning of the agreement on the establishment of a company. This agreement is concluded when a company is established by two or more founders. The agreement on the establishment of the company determines the procedure for the founders to carry out joint activities to establish the company, the amount of the authorized capital of the company, the size and nominal value of the share of each of the founders of the company, as well as the amount, procedure and terms for payment of such shares in the authorized capital of the company. It consists in a simple written form and is not a constituent document of the company.

In the case when the LLC has one founder, he must approve the charter of the company. Paragraph 2 of Article 12 No. 14 - Federal Law clearly establishes which clauses the charter should contain:

• - full and abbreviated corporate name of the company;
• - information about the location of the company;
• - information on the composition and competence of the company's bodies, including on issues constituting the exclusive competence of the general meeting of the company's participants, on the procedure for making decisions by the company's bodies, including on issues decisions on which are taken unanimously or by a qualified majority of votes;
• - information on the size of the authorized capital of the company;
• - rights and obligations of the company's participants;
• - information on the procedure and consequences of the company's participant's withdrawal from the company, if the right to withdraw from the company is provided for by the company's charter;
• - information on the procedure for the transfer of a share or part of a share in the authorized capital of the company to another person;
• - information on the procedure for storing the company's documents and on the procedure for the company to provide information to the company's participants and other persons.

The charter of the company may also contain other provisions that do not contradict No. 14 - FZ and other federal laws.

The participant of the company, the auditor or any interested person has the right to demand the opportunity to familiarize himself with the charter of the company, including changes. Upon such request, the company is obliged to provide an opportunity to familiarize itself with the charter within a reasonable time. Also, if a participant needs a copy of the charter, the company is obliged to provide it, and the fee charged by the company for providing copies cannot exceed the cost of making them.

Changes to the charter are made by decision of the general meeting of participants and are subject to state registration. Changes made to the charter become effective for third parties from the moment of their state registration.

LLC founder- who only decides on the creation (establishes) of the organization.
LLC member- who participates in the economic activities of the organization throughout its existence.

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 participants in the LLC can change many times when the organization is re-registered at the time the founder enters the LLC, exits or completely replaces the members of the Company.

According to Russian legislation, the founders and then participants of a Limited Liability Company (hereinafter referred to as the Company) may be:

Adult and legally 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 CEO is an ordinary employee, a hired person, however, with a large list of rights and obligations. Therefore, most often in an organization, the duties of a leader are assigned to a participant, since it is not always possible to find a person who can be entrusted with such a range of duties, and most importantly, rights in relation to the Company and, in general, conducting its commercial activities.

The Law of the Russian Federation clearly states who does not have the right to be a founder/member of the Company:

Military personnel;

Officials of the state management and state employees;

Deputies of the State Duma and members of the Federation Council;

State bodies and local governments.

The main point is the fact that in the Company another economic Company (resident or non-resident of the Russian Federation) has no right to be the sole participant, in which, in turn, there is one single participant.

The number of participants in a Limited Liability Company cannot exceed 51. The sole founder, after the registration of the company, can continue to operate in one person or attract new partners to the organization.

The only member 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 a production cooperative.

The Company is given 1 year to resolve this issue, but if this requirement is not met, local governments or the Federal Tax Service have every reason to liquidate the company through the Court.

The basic rights of a participant include:

participation in the management of the Company's affairs, making decisions on changes made in the Company and obtaining complete information about the Company's activities.

full access to accounting and other documents.

profit from the activities of the Company (once a year, once every half a year, once a quarter).

the opportunity to receive monetary or property compensation for part of the property in the event of liquidation, but only after the payment of debts to creditors.

the opportunity to withdraw from the Company at any time and receive a share of the property (compensation after withdrawal).

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 spelled out in the Charter and the memorandum of association (only when creating an LLC):

making contributions to the authorized capital (at the moment: to the current account 100% within 4 months from the date of registration).

observance of trade secrets and non-disclosure of any information about the work of the LLC (work process, contractors and customers, etc.).

Also, in addition to the rights and obligations described below, the founders of the Society themselves at the time of its creation, or the participants at the time of re-registration of the Charter, may provide for additional obligations that will be reflected in the future new Charter.

The very composition of the founders of the Company and later its participants is entered in the register of legal entities, and is also reflected in the documents on the Company.

When creating a Limited Liability Company, the founders draw up a decision on the creation of an LLC, which reflects all the full 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 founding agreement. And also, from the moment of creation and throughout the existence of the LLC, it is obliged to maintain a list of participants, where complete information is recorded for each of the members of the Company, information on the size of their shares. In the event of changes in the composition of the Company's participants associated with exit, entry, or when there is a complete change of founders, as well as due to a change in director, the list of participants must be changed and drawn up again.

Documents that reflect information on the composition of participants:

Decision or Protocol (on the creation or amendment)

Establishment agreement (only when creating an LLC)

When registering a new company, its founders generally do not understand how the activities of the company itself will develop in the future, and most importantly, the relationship between them themselves and do not think that after some time one of them may exit and / or sell their share on the contrary, a new partner may enter or they may 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 the change in the composition of participants and the registration of these changes in the tax office, as well as the reflection of new data in the register itself and the constituent documents of LLC.

Let us briefly consider the situations due to which a change in the composition of participants may be made:

What is done with the share:

passes to the Company - according to the Law automatically

redistributed among the remaining participants in proportion to their shares - only by decision and through notification to the inspection

Entering a new participant into an LLC (additional contribution to the authorized capital)

The entry of a new participant is carried out at the general meeting of the founders, as a result of which the protocol is approved and the authorized capital is increased. Since the new member enters and contributes with him an amount equal to the nominal value of his future share in the LLC. Additional contribution capital to the Company is possible both in cash to the cash desk of the Company or to the current account and property. In the case of payment in cash, it is necessary to present a certificate from an accountant or from a bank confirming payment of the future share to the tax office. If the decision to contribute is made by transferring property, it is required to provide an independent expert assessment of the value of this property for registration of the input of the participant.

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 the 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 in %) decreases

Replacing an old participant with a new one (input and output)

The replacement of the old member/members of the Company with others takes place in two successive stages. At the first stage, a new participant is introduced and the authorized capital of the Company is increased, as indicated above. In the second stage, the former participant is withdrawn, and his share is immediately redistributed to the previously entered / th participants in the first stage.

In both the first and second stages, the general director submits for registration.

What is done with the shares:

the new member receives a share equivalent to the actual value of his contribution

the shares of other participants are redistributed in accordance with the new amount of the authorized capital (the nominal value of the shares remains unchanged, the size of the share in %) decreases

the share passes to the Company after the participant exits 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 upon withdrawal of a member of the Company, it is possible for both other members and new third parties.

The sale of a share is formalized through a sale and purchase 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 to preferentially buy out 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 redeem the share of another withdrawing member by right of preference for the repurchase of the share, while the sale and purchase 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 withdraw from the founders the cost of his share.

What is done with the shares:

passes to a new owner

If a share is acquired by a member of the Company, the acquisition of the share of the withdrawing member by him is considered realized from the date of registration of changes in 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 the rights to it from the date the transaction is certified by a notary.

the shares of others remain unchanged

Exit and entry of a member in case of death (share inheritance)

The share of a member of the Society is part of the inheritance, which after his death passes to his heirs. Heirs can both sell a share to participants or third parties, and join the founders, having received a share of the testator. To do this, they are required to submit documents for the opening of an inheritance from a notary and receive a document confirming the percentage of inheritance of the share.

After that, the heirs decide on actions with the inherited share in the organization. But for this it is necessary to refer to the Charter and familiarize yourself with the requirements for introducing heirs into an LLC, since there may be a complete ban on introducing new persons, including heirs to the Company, or the consent of other members of the Company may be required, and they may be against the introduction of heirs into the structure participants. If the founders do not give their consent to such accession 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 the 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 heirs to the share of the deceased participant. At the same time, the shares of other participants do not change.

passes to the Company (in case of a ban on the entry of heirs)

Within a year after the transfer of the share to the Company and payment of compensation to the heirs for the inherited share in the LLC, the share must be distributed. The decision is made at the general meeting by all participants.

There are 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 above methods is used to change the founders of the company, all changes are subject to mandatory state registration.

LLC participants can be legal entities and citizens, including those who are not professionally engaged in entrepreneurial activities. The law may prohibit or restrict the participation of certain categories of citizens in limited liability companies, as well as in other commercial organizations Commentary on the Civil Code of the Russian Federation. Part one / Ed. T.E.Abova and A.Yu.Kabalkina - M .: Yurait-Izdat, 2004 - Commentary on article 88.

State bodies and local self-government bodies are not entitled to be participants in companies, unless otherwise provided by law. Federal Law of February 8, 1998 N 14-FZ "On Limited Liability Companies" // SPS Garant. - item 2, article 7. An LLC can be established by one person who becomes its sole member. The company may subsequently become a company with one member.

The legislation establishes a limit on the number of participants in an LLC - no more than 50. If the number of participants in the company exceeds the established limit, the LLC must be transformed into an open joint-stock company or a production cooperative; otherwise, it is subject to liquidation in a judicial proceeding at the request of authorized bodies.

Members of an LLC have certain rights and obligations, referred to as corporate. The rights of the company's participants as capital associations include: the right to participate in the management of the company's affairs; the right to receive information about the activities of the company and familiarization with its accounting books and other documentation; the right to participate in the distribution of profits; the right to sell or otherwise assign a share (part of a share) in the authorized capital of the company; the right to withdraw from the company at any time, regardless of the consent of other participants and to receive a share of the company's property; the right to receive a property or monetary equivalent of a part of the company's property remaining after settlements with creditors - the right to a liquidation quota.

The obligations of the participants of the company are not related to the need for personal participation in the entrepreneurial activities of the company and are limited to the following: to make contributions to the authorized capital in the manner, amount, composition and within the time limits stipulated by law and constituent documents, and not to disclose confidential information about the activities of the company.

The novelty of the LLC Law is the possibility of granting additional rights and obligations to participants in a limited liability company. Such rights and obligations may be granted both to all, without exception, and to individual members of the company. In any case, additional rights and obligations may be provided for either by the charter of a particular company upon its establishment, or later by a unanimous decision of the general meeting of participants.

In case of alienation of a share (part of a share) of a participant, the additional rights and obligations belonging to him shall not be transferred to the acquirer of the share (part of the share). This indicates the personal nature of the additional rights granted to the participant and the duties assigned to him.

A participant in a company has the right to withdraw from the company, regardless of the consent of its other participants and the company Federal Law of February 8, 1998 N 14-FZ "On Limited Liability Companies" // ATP Garant. - p1 article 28. This rule is mandatory. In this regard, in the resolution of the Plenums of the Supreme Court and the Supreme Arbitration Court of the Russian Federation dated July 1, 1996 N 6/8, it is specifically explained that “the conditions of the constituent documents of limited liability companies that interfere with the owner of this right or limit it should be considered as void, i.e. . not giving rise to legal consequences” Resolution of the Plenum of the Supreme Court of the Russian Federation and the Plenum of the Supreme Arbitration Court of the Russian Federation dated July 1, 1996 N 6/8 “On some issues related to the application of the first part of the Civil Code of the Russian Federation” - p.27.

When a participant withdraws from the company, he must be paid the actual value of his share or allocated property of the same value in kind within 6 months from the end of the financial year in which the application for withdrawal from the company was submitted, unless a shorter period is provided for by the charter. The share of a participant withdrawing from the company shall be transferred to the company from the moment of submitting an application for withdrawal.

Only with the adoption of the LLC Law, for the first time, the procedure for the withdrawal of a participant from an LLC was directly regulated in the legislation.

Among scientists and legal practitioners there is no unanimity in assessing the procedure provided by law for paying the exiting participant the actual value of the share. Some consider this to be a progressive norm that ensures the free disposal of the participant of his property and, ultimately, the realization of the right to engage in entrepreneurial activity in a form that suits him. Others believe that with such an approach, a single property complex that provides society with the opportunity for successful entrepreneurial activity can be destroyed. So, S.D. Mogilevsky writes: "The implementation of the right of a participant to freely withdraw from the company with the receipt of the actual value of his share makes a limited liability company one of the most risky organizational and legal forms of legal entities provided for by Russian legislation" Mogilevsky S.D. Decree. op. - P.93..

The exclusion of a participant from an LLC is possible only in court at the request of participants whose aggregate share is at least 10% of the company's authorized capital. The grounds for exclusion may be a gross violation by the participant of his duties or actions (inaction) that make the company's activities impossible or significantly impede its operation. Federal Law of February 8, 1998 N 14-FZ "On Limited Liability Companies" // SPS Garant - Article 10. The expelled participant must be paid the actual value of his share, determined according to the financial statements of the company for the last reporting period preceding the date of entry into force of the court decision on exclusion. The property consequences of the withdrawal and expulsion of a participant from the company are the same, which means that the exclusion from the society in itself is not a sanction against an unscrupulous participant. Unfavorable legal consequences in relation to it can be provided, for example, in the memorandum of association in the form of the need for compensation to the company by the excluded participant for the damage caused by his actions (inaction) and even the payment of penalties.

LLC participants, their number

A limited liability company is a legal entity formed by individuals or legal entities that has a certain structure. LLC forms capital and operates on the basis of constituent documentation and civil law norms.

Members of this community are not required to be liable for obligations, and the risk of loss is associated only with the activities of the organization.

The activities of the LLC are managed by a structured system of bodies formed on the basis of laws:

• The community meeting is the main, mandatory body that must be present in every limited liability company. The competence of the assembly is determined by the norms of the Charter and the provisions of the law.
• Supervisory body or board of directors: there are no legal requirements that oblige the formation of such a body in an LLC. Duties and rights are vested in the board of directors in accordance with the provisions of the Articles of Association.
• Collegial and executive bodies are formed in accordance with the rules of law and are created to exercise current control. The collegial body is not obligatory, the sole body is formed without fail. Exception: situations where the functional load of the sole body is not transferred to the organization - in this case, it is not mandatory.
• The Audit Commission is a body formed to exercise control over the activities of a legal entity, the fulfillment of the obligations set forth in the Charter. It is formed without fail if the legal entity has 15 or more participants.

Members of an LLC can be:

• Public legal formations.
• Legal persons.
• Individuals.

The functioning of an organization, which includes one participant, is allowed. According to the law, the maximum number of participants is 50 people.

With an increase in the number of participants over 50 people, according to the norms, an LLC must be transformed into a joint-stock company within 1 year. There is no minimum number of persons.

The concept of the maximum number of participants

The maximum number of community members is a distinctive feature of an LLC, provided for by the norms of civil law. Such an organization has a simple structure of governing bodies, which distinguishes an LLC from a joint-stock company.

A special management system for a joint-stock company is necessary due to the significant number of participants who form the capital of a legal entity with their contributions. This is not typical for an LLC, so the existence of a complex management system does not make sense.

According to the norms of civil law, an LLC can have one participant - such a legal entity is called a "society of one participant" or "society of one person".

The law provides for a limit on the number of participants in an LLC - 50 people. Within a year, an LLC, which includes more than 50 people, must be transformed into a joint-stock company.

If in a year the LLC is not transformed into a joint-stock company, the legal entity is liquidated according to a court decision. An appeal to the court can be filed by any body that has such powers.

Individuals and legal entities, public legal entities can form an LLC.

Features and concept of a one-person company

The formation of an LLC consisting of one member, or a “society of one person”, is allowed by the rules of law. An LLC of one person is formed by establishing it by a single person, or by buying out all the shares of the organization by one person.

The features of a one-person LLC are:

• All questions regarding the activities of the company, the formation of capital, the timing of the payment of capital, the cost of the share, are decided by one participant.
• A single member cannot withdraw from the LLC.
• If the LLC is formed or operates with one member, in the event of a debt collection on a share, the creditor cannot collect the debt under the rules that require payment of the amount of the actual value of the share.
• Issues that are within the competence of the general meeting of participants, in this case, are resolved by one person who has a number of rights and obligations in accordance with the Charter.

Article 66 of the Civil Code states that another company that also has one participant cannot be the sole participant.

Certain categories of persons who are prohibited or restricted from participation in business partnerships or companies

Individuals and legal entities can form and participate in the activities of an LLC. There are legal provisions that restrict the rights of certain persons to participate in the activities of an LLC or prohibit participation.

The law restricts the right of a person who owns shares, shares, securities to participate in the activities of an LLC if this may cause a conflict of interest.

Restrictions also apply to the participation of budgetary organizations in LLCs.

If an LLC is established and operates, including one participant, it cannot be another company, also consisting of one participant.

The main condition for the implementation of economic activity in our country is the creation of an enterprise. At this stage, for each entrepreneur, the question of choosing the form of ownership for the business becomes important. Many of them stop at opening a limited liability company.

Who can be a founder of an LLC

According to the current legislation, the participants (founders) of a limited liability company may be:

• adult, capable individuals - citizens of the Russian Federation;
• foreign citizens (including stateless persons);
• Russian and foreign legal entities.

Each set of founders has its own procedure for registering an enterprise and its own nuances:

• If the participants of a limited liability company are legal entities, they are obliged to notify the tax inspectorate of this fact within a month from the date of commencement of participation.
• If a foreign citizen is going to become a founder, then first he must obtain all the necessary documents that allow him to stay and work on the territory of Russia. Such papers are a visa and a work permit in the Russian Federation, which is issued by the migration department. All copies of identity cards must be translated into Russian and notarized.

The decision or agreement on the establishment (depending on who is the participant - the sole individual or legal entities) determines the period during which the share in is paid. It cannot exceed one year from the date of state registration.

If this obligation is not fulfilled, the following sanctions apply:

• the unpaid share goes to the enterprise - in case of incomplete payment within the established time limits;
• a fine (penalty), if it is provided for by the founding agreement;
• The founder has the right to vote at the General Meetings of Participants in proportion to the paid share;
• Joint and several liability within the limits of the unpaid part of the capital.

Who cannot be the founder of an LLC

The legislation of the Russian Federation clearly establishes who cannot be part of the founders of an LLC:

• Military personnel;
• Government officials;
• Deputies of the State Duma;
• Members of the Federation Council;
• Civil servants;
• State bodies (with the exception of cases provided for by law);
• Local governments (default).

Another economic enterprise cannot be the sole founder if it consists of only one person.

Number of founders

A limited liability company may be established by one person. In this case, the LLC will have a single founder. It can be established by any number of individuals and legal entities, the number of which should not exceed 50.

If there are more participants, the enterprise is obliged to open joint-stock company or production cooperative. In case of violation of this norm, forced liquidation is carried out on the basis of Art. 61 and 88 of the Civil Code of the Russian Federation. The initiative comes either from the Federal Tax Service or from local governments.

Sole member of LLC

The legislation provides for the right of one person to be a founder. Subsequently, this will be the only participant in the LLC. The restriction is set only for a legal entity that has one participant in its composition. In this case, he is forbidden to single-handedly establish an LLC. There are no restrictions for individuals. Both a capable citizen of Russia and a foreign person can become the sole founder.

The features of establishing an LLC are as follows:

• Creation of a legal entity, changes, all assignments, etc. are drawn up not by the Protocols, but by the Decision of the sole participant.
• There is no Agreement on the establishment of the Company.
• One founder has the right to simultaneously perform the duties of the chief accountant.
• A single member LLC may be registered at the CEO's home address. The term of office of the head is set as unlimited.

The only member of the Company cannot withdraw from the enterprise. If it is necessary to replace it, then this happens in one of the following ways:

• Alienation of a share through a sale and purchase transaction, after which a legal entity is re-registered: changes are made to the charter, which are approved by the tax office.
• The introduction of a new person who buys part of his share from a single participant, after which the latter leaves the Company.
• , after which a new participant is introduced with an additional contribution, to which 100% of the part is transferred.

The sale of a share with a single participant occurs through a sale and purchase agreement, which is notarized. Then the General Director is appointed, who makes changes to the constituent documents. An application of the established form is submitted to the State Registrar, changes are made to the Unified State Register of Legal Entities.

Two founders

If an LLC has two founders, then the Charter of the legal entity clearly distributes the procedure for their interaction. The document prescribes the possibility of free, mechanisms, indicates the right of first-priority redemption of the part of the retired, signs the procedure for setting the price for the share, the possibility of alienating it to third parties, the timing and procedure for paying the cost.

New LLC member

A new member can join the Society in two ways:

• Make a contribution to the authorized capital through the procedure for its increase. In this case, the interested person submits an application for acceptance, which indicates the amount of the contribution, the timing of its payment, the amount of the share of the authorized capital that the new member of the LLC would like to have. Consent to the admission of a new participant by increasing the authorized capital is taken unanimously by the decision of the General Meeting. At the same time, a decision is made to amend the constituent documents, which must be registered in the manner prescribed by law no later than six months.
• Redeem a share of a member of the Company. The contract of sale must be notarized.

Founder responsibility

The founder is responsible for the obligations of the Company within the limits of the share in the authorized capital. There is also an exception: if at the time of the beginning of the bankruptcy procedure the enterprise does not have enough property to cover debts, subsidiary liability may be imposed on the founders.

Even if this clause is not spelled out in the charter of the enterprise, the founders will be liable along with the debtor. To do this, it is necessary to prove that the bankruptcy of the enterprise occurred due to their fault. Such actions include decisions that are contrary to:

• principles of reasonableness and good faith;
• the provisions of the charter;
• the norms of the law.

As practice shows, it is not yet possible to impute subsidiary liability to the founders of an LLC.