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The rights and obligations of LLC founders are regulated by Federal Law No. 14-FZ dated 02/08/1998. The main feature and difference between the founder and other legal entities is that he is liable to creditors only to the extent of his share.

The founders of a society are citizens and organizations that decided to create it. In other words, this is founders of the organization. By the term “participants” we mean citizens or legal entities who joined the society after its creation. At their core, a founder and a participant are identical concepts, since after registering a company, the founder becomes a participant. Most legislative acts do not distinguish between these concepts.

Basic and additional rules and regulations

Participants have rights and obligations that are set out in Articles 8 and 9 of the LLC Law. Fundamental rights include:

• Adoption management decisions in relation to the affairs of the company in accordance with the Charter and federal legislation governing its activities;
• obtaining full reporting on the activities of the LLC, the opportunity to familiarize itself with its accounting and other documentation;
• participation in the distribution of profits;
• alienation of one's own share through sale and other means;
• withdrawal from the company by transferring one’s own share to the company;
• the possibility of receiving a certain share of property or its value at the time of liquidation of the company.

TO additional rights include other rights reflected in the charter. Basically, additional rights are prescribed in the charter before registration.

Additional rights that were assigned to one participant cannot be transferred to another participant in the event of acquiring a share. They may be subject to limitation or termination based on general decision of the owners.

The adopted decision becomes valid when the majority of the founders who took part in the meeting and there was a quorum voted for it.

A participant who has additional rights can always waive them by sending a statement to the company in advance. Upon receipt of this application, the rights additionally assigned to the participant are not preserved.

The owners of an organization can draw up a specific agreement among themselves to determine the rights in the organization, on the basis of which they accept an obligation to delimit their rights or refuse to exercise them, which may also concern voting at a general meeting, issues regarding the alienation of a share or part thereof.

Other actions may be subject to approval related to the management, creation and activities of the company. The agreement is drawn up in writing and must be signed by all participants.

The main responsibilities of participants include:

• payment of the authorized capital (the procedure, amounts and terms are specified in the agreement on establishment and the law on LLC);
• non-disclosure of confidential information.

Responsibilities assigned additionally on the participant, can be specified in the charter upon its establishment or assigned by unanimous decision. Additional responsibilities also do not transfer to another person. Based on a unanimous decision, they can be canceled.

Elimination process: change, exit, calculations

A participant has the right to leave the company at any time; to do this, he must contact the company’s address with a written application to withdraw from the company and alienate his share to the latter, regardless of the consent of other participants.

The application must be certified notarized. The legislator prohibits all owners from leaving the company; it is considered unacceptable when there are no participants in an LLC; the sole owner also cannot leave the organization.

A change in the composition of the organization's owners can be carried out two ways:

• by concluding a share acquisition agreement;
• by leaving the organization and accepting a new owner.

The share alienation agreement must be notarized. In addition to the contract, the notary must bring following documents:

• application in the approved form (the participant’s signature is certified in the presence of a notary with the obligatory presence of a passport);
• extract from the Unified State Register of Legal Entities;
• state registration certificate;
• certificate of registration with the tax authorities;
• original charter of the company (with the “living” seal of the tax office);
• list of company participants;
• notarized consent of the spouses to complete the transaction or a statement from the participant in the transaction that he is not married;
• original protocol or decision of the sole participant confirming the transaction.

To register changes, a notary on one's own sends documents to the tax office.

The second way to change a participant is as follows. Having written a corresponding application to the company addressed to the director, the participant leaves it. Within 3 months, the company is obliged to pay him the value of his share.

It is worth noting that with this option of leaving the company, the relevant positions must be specified in the charter.

Then into society new member joins, which contributes funds to the authorized capital. Next, he is given the share previously owned by the withdrawing participant. In this case, the notary certifies only the applicant’s signatures on applications when the founders change, so you can do without paying for a notary.

It happens in a special way change of the only participant. There is an alienation of the share by the participant under the purchase and sale agreement to an individual or legal entity.

When completing this transaction, you will need to contact a notary to perform notarial acts and provide the above documents.

More information about the responsibility of founders can be found in this video.

Who can become

The founders can be citizens and organizations, however, federal law limits the circle of persons who have the right to engage in commercial activities and be the owner of a company.

The law states that local governments, as well as state bodies, are prohibited from becoming founders of LLCs. Accordingly, the city administration, executive committees, law enforcement and supervisory authorities cannot create such societies, as this would be contrary to current legislation.

Advocate

A lawyer can act as the owner of an LLC. The ban applies only to paid activities, not counting scientific, teaching and creative activities, this is stated in Art. 2 of the Federal Law of the Russian Federation, regulating the activities of lawyers. Owning certain property that generates profit is not prohibited. Work for hire, that is, for employment contract, the lawyer cannot.

State employee

A civil servant also cannot become a founder, since he is subject to restrictions related to his work. Article 11 Federal Law RF "About the basics" Civil service RF" indicates that a civil servant does not have the right to carry out other paid activities, except for pedagogical, scientific and other creative activity. The Anti-Corruption Law also prohibits civil servants from being founders of LLCs.

State-financed organization

The budgetary institution is non-profit organization created by the Russian Federation, constituent entities of the Russian Federation or a municipal entity to perform work or provide services. It follows from this concept that this type of institution was created by the state or municipality; accordingly, it is subject to prohibitions directly reflected in the LLC law.

MP

The federal law regulating the activities of State Duma deputies and members of the Federation Council prohibits them from engaging in entrepreneurial activities and participating in activities related to the management of a business company, including the work of the general meeting.

MUP

A municipal unitary enterprise has the right to act as a founder of a limited liability company, since the federal law “On State and Municipal Unitary Enterprises” allows unitary enterprises to be participants in commercial and non-commercial commercial organizations.

In addition to the desire to become a member of the company, these enterprises need the consent of the owner. Also, municipal employees and military personnel cannot act as members of the society.

The process of becoming

Becoming a founder of an LLC is quite easy. In addition to desire, you need to calculate your chances and opportunities, not only financial, but also regarding relationships with future partners and, for example, with.

It is necessary to outline and define the customer base, since the success of the organization depends on a good start.

In order to become the sole founder of a company, you must:

• develop an LLC charter;
• approve the decision to establish a company;
• prepare an application for the creation of a company;
• conclude an agreement to rent office space, or you need to have your own (to register a legal address);
• pay for the authorized capital (minimum amount of 10 thousand rubles) in any of the banks, it is advisable to choose the one with which you would like to continue working. Can be replaced by a property contribution, this requires a market valuation;
• pay the state registration fee in the amount of 4,000 rubles.

Documents larger than one sheet must be bound, numbered on each page and signed by the founder.

When creating a company by several founders, in addition to the listed documents, an agreement of incorporation and a list of participants are required; instead of the decision of the sole founder, a protocol is approved.

You can find out how the founders of an LLC change in this video.

The creation of a Limited Liability Company (abbreviated LLC) implies a number of rights and obligations to its founders. They are also responsible for its financial and social activities. To understand the basics of how an LLC operates, let’s consider below what rights and responsibilities its members have.

Who can become

The term “Founders” should be used only at the time of creation of a Limited Liability Company. Once created, organizations should be called members.

The following categories of citizens can become a founder:

• Foreign citizens;
• Foreign organizations.

Cannot establish or participate

• Deputies of the Russian Federation;
• Government bodies and employees;
• Judges;
• Law enforcement;
• Persons in military service.

It is important to know how it happens and is formalized

In the video - the founder of the LLC, rights and obligations:

After its creation, its founders elect the management and secretariat of the enterprise. Number of participants (founders) – from 1 to 50 people. If the founder is one person, he is also the commercial director and secretary. If the number of participants exceeds the norm permitted by law, then the LLC must be transformed into a production cooperative or OJSC (open joint-stock company).

There will be some interesting information in this vein about whether or not it is necessary.

Rights

On the video, the duties and responsibilities of the LLC founder:

The so-called “subsidiary liability” can be applied to an individual if his share in the Charter Fund does not cover the debts of the LLC. In this case, the court makes a decision on material compensation of debt to creditors or tax police authorities from the personal property of the LLC participant. The amount of the fine and compensation for damages is proportional to the participant’s share in the capital of the Company.

Responsibility arises not only in the event of wrong actions of the founder, leading to bankruptcy, but also in the event of his inaction in relation to the management of the LLC. In Russian legal practice, there are examples where individuals were found guilty of bankruptcy of an LLC, and subsidiary liability was provided for them.

At the same time, participants are liable to their counterparties only in the amount of their share in the total authorized capital. These are the so-called risks of a Limited Liability Company. If a participant has not paid for his share in the Statutory Fund, then he still bears the responsibility provided for by the Charter of the Organization.

Beginning businessmen often wonder which organizational form to choose. Most people prefer a limited liability company; in this article we will try to answer the most popular questions of novice entrepreneurs. First, let's figure out who happens.

In law Russian Federation The following may act as founders:

• citizens, provided that they have reached the age of majority
• stateless people, as well as foreigners

Depending on who exactly acts as the founders, this can be done using the following methods:

1. If these are legal entities, then they are required to register the created enterprise within one month.
2. Foreigners are required to first obtain all the documents necessary to stay and carry out activities on the territory of the Russian Federation. In addition, they must provide all available identification documents translated into Russian and certified by a notary.

When concluding documents on the establishment of an enterprise, the deadline for contributing capital is determined. All payments must be made within one year after registration of the company. If the money is not deposited within this time, the following sanctions may be applied:

• If the share is not paid in full within the agreed period, it will go to the enterprise fund.
• The founder must pay a fine if the agreement provides for it.
• The founder will be deprived of voting rights until he has fully contributed the required amount of money.

Who has no chance of becoming an LLC founder?

The following persons will not be able to hold the position of founder:

1. State Duma deputies.
2. People working in local authorities.
3. State employees structures.
4. Military personnel.

It should be remembered that a business enterprise with only one member cannot become the founder of an LLC. The number of LLC members can range from one to 50, but no more. Otherwise, the company must be reorganized into a joint-stock company or production cooperative. Otherwise, the LLC may be forcibly liquidated on the basis of Articles 88 and 61 of the current Civil Code. The initiator of the liquidation of an enterprise can be either the local administration or.

Features of an LLC with a single member

The law of the Russian Federation does not prohibit one person from being a founder; he will be the only member of the LLC. Prohibitions apply only to a legal entity consisting of one person. Such persons are prohibited from establishing an LLC. As for individuals, they have no prohibitions. Both an ordinary citizen of the Russian Federation and a foreigner can become a member.

A single-person LLC has the following features:

1. Everything is taken over by a single member.
2. There is no agreement on the organization of activities within the LLC.
3. A single member can occupy the post of both general director and chief accountant.
4. This LLC can be registered at the registration address of the general director.

The sole member of an LLC cannot simply leave the company. Its replacement can be done using one of the following methods:

• Sale of a share, resulting in re-registration of the legal entity. faces. At the same time, adjustments are made to the Charter, which are certified by the tax office.
• Introduction of a second person into the company by selling him a share, after which the first member can leave the company.

The sale of the share is carried out on the basis certified by a notary. Then a person is appointed to the position of General Director, who can subsequently make adjustments to all documentation.

Two founders

If there are two founders, the procedure for their interaction is prescribed in the Charter. The distribution of shares among members, the possibility of members leaving, the cost of shares and the possibility of purchasing a share from another founder are documented.

A new member can join using one of the following methods:

1. Deposit money into . In this case, an application is submitted specifying the amount of money, as well as the share that the new member would like to receive. The decision to accept a new member or not is considered at the general meeting. In parallel with this, adjustments are made to the documents, which are supposed to be certified within six months.
2. Purchase a share of one of the company members. In this situation, the purchase/sale agreement must be certified by a notary.

Responsibilities of the founder

The founder is assigned responsibilities based on the size of the share he owns. If the company goes bankrupt and has no funds to pay off the debt, then the founder becomes indebted.

If this is not stipulated in the agreement, the founder will pay off the debts together with the debtor. To do this, you need to prove that it happened through his fault. But the reality is that it is almost impossible to impose responsibility.

Available statistics only confirm that LLC is the most popular organizational form of business among domestic businessmen. Among the key LLCs, the following deserve special attention:

1. Easy registration.
2. Minimum level of risk for LLC members.
3. Possibility of attracting additional investments by increasing the number of LLC members.
4. The ability to distribute the income of the enterprise among the members of the LLC disproportionately.
5. Absence of any restrictions on the volume of authorized capital.

Knowing who can become the founder of an LLC, as well as their rights and obligations, you can wisely choose the form of ownership for your own enterprise.

Write your question in the form below

When choosing a legal form (individual entrepreneur or LLC), the main argument in favor of registering a company is often the limited liability of a legal entity. In this, Russia differs from other countries where a company is created for the sake of partnership, and not because of avoiding financial risks. About 70% of Russian commercial organizations are created by a single founder, who, in most cases, manages the business himself.

Many companies do not really function, not even earning enough for the director’s salary and not differing in profitability from a freelancer who provides services in his free time from hired work. However, legal entities in Russia are registered as often as individual entrepreneurs.

If you want to find out in detail how an organization differs from an individual entrepreneur, we recommend that you read the article “”, and here we will try to dispel the myth that registering a company is the right way avoid business losses.

Liability of a legal entity

First, let’s find out where the confidence in what to lead comes from. entrepreneurial activity Is the LLC form financially secure? Article 56 of the Civil Code of the Russian Federation states that the founder (participant) is not liable for the obligations of the organization, and the organization is not liable for its debts. That is why, to the question: “What responsibility does the founder of an LLC bear?” the majority answers - only within the limits of the share in the authorized capital.

Indeed, if the company is solvent and pays on time to the state, employees and partners, then the owner cannot be attracted to pay the company’s bills. The created organization acts in civil circulation as an independent entity and is itself responsible for its own obligations. As a result, a false impression is created of a complete lack of responsibility of the LLC owner to creditors and the budget.

However, the limited liability of a company is valid only as long as the legal entity itself exists. But if an LLC is declared bankrupt, then the participants may be subject to additional or subsidiary liability. True, it is necessary to prove that it was the actions of the participants that led to the financial disaster of the company, but creditors who want to get their money back will make every effort to do this.

Article 3 of Law No. 14-FZ dated 02/08/1998: “In the event of insolvency (bankruptcy) of a company due to the fault of its participants, these persons, in the event of insufficient property of the company, may be assigned subsidiary liability for its obligations.”

Subsidiary liability is not limited to the size of the authorized capital, but is equal to the amount of debt to creditors. That is, if a bankrupt company owes a million, then it will be recovered from the founder of the LLC in full size, despite the fact that he contributed only 10,000 rubles to the authorized capital.

Thus, the concept of limited liability within the authorized capital is relevant only to the organization. And the participant can be held to unlimited subsidiary liability, which in a financial sense makes him equal to an individual entrepreneur.

Manager and founder rolled into one

The subsidiary liability of the founder and director of an LLC for the obligations of a legal entity has its own characteristics. In a situation where the organization is managed by a hired CEO, some share of financial risks is transferred to him. According to Article 44 of the Law “On LLC”, the manager is responsible to society for losses caused by his guilty actions or inaction.

Liability for debts arises if there are such signs of guilty actions or inaction:

• making a transaction to the detriment of the interests of the enterprise he manages, based on personal interest;
• concealment of information about the details of the transaction or failure to obtain the approval of participants when such a need exists;
• failure to take measures to obtain information relevant to the transaction (for example, information about the contractor is not verified or clarified if the nature of the work requires it);
• making decisions about a transaction without taking into account information known to him;
• forgery, loss, theft of company documents, etc.

In such situations, the participant has the right to file a claim against the manager for compensation for damage caused. If the director proves that in the process of work he was limited by the orders or requirements of the owner, as a result of which the business became unprofitable, then responsibility will be removed from him.

But what if the owner is the manager of the company? In this case, it will not be possible to refer to an unscrupulous hired manager. The presence of outstanding debts obliges the sole executive body to take all measures to repay them, even if the owner is the only one, and at first glance, does not infringe on anyone’s interests with his actions.

Indicative in this sense is the ruling of the Arbitration Court of the Jewish Autonomous Region dated July 22, 2014 in case No. A16-1209/2013, in which 4.5 million rubles were recovered from the founding director. Having a company that has been involved in heat and water supply for many years, he declared in a competition for the right to lease utility infrastructure facilities new company with the same name. As a result, the previous legal entity was left without the ability to provide services, and therefore did not repay the amount of the previously received loan. The court recognized that the insolvency was caused by the actions of the owner and ordered the loan to be repaid from personal funds.

Tax debts

The Federal Tax Service of Russia is proud of the high collection of taxes to the treasury. We will not now discuss the legality of the tax authorities’ methods of work; we will simply admit that they are not to be trifled with. It is possible to agree with private creditors on writing off part of the debt or restructuring payments, but with a critical budget the amount of debt will already be over 300,000 rubles.

The liability of the founder for the debts of a legal entity to the state is also prescribed by law.

Article 49 of the Tax Code of the Russian Federation: “If Money the liquidated organization is not enough to fulfill in full the obligation to pay taxes and fees, penalties and fines, the remaining debt must be repaid by the participants of the said organization.”

If the amount of tax debt exceeds 300,000 rubles, and the repayment period is more than 3 months, then the organization is at risk. It is necessary to take all measures to pay off the debt or declare the LLC bankrupt, otherwise it will tax office, but with the requirement to find the manager and/or founders guilty.

Attempts to withdraw assets from the organization in order not to pay arrears on taxes will also not lead to anything good. For example, in case No. A07-7955/2009 arbitration court The Republic of Bashkortostan brought the founders to subsidiary liability under the following circumstances.

The company, having a tax debt in the amount of 675 thousand rubles, transferred all its assets to another organization created by the same persons. The participants believed that if there were no funds to pay the tax and the company was declared bankrupt, the obligations of the legal entity would cease. However, the tax inspectorate, having filed a lawsuit, proved the guilt of the company's owners in creating arrears and collected the debt from their personal funds.

Of course, it is more difficult and longer to attract the founder of an LLC for the debts of his company than an individual entrepreneur, because the bankruptcy procedure is quite lengthy. However, since 2015, tax inspectors have had another collection tool - as part of the initiation of a criminal case under Article 199 of the Criminal Code of the Russian Federation.

Thus, in the ruling of the Supreme Court of the Russian Federation dated January 27, 2015 No. 81-KG14-19, the court found the manager and sole owner responsible for failure to pay VAT on a large scale and confirmed the legality of collecting damages from an individual to the state in the amount of the unpaid amount of tax. This decision, in fact, became a judicial precedent, after which all similar cases are considered easier and faster. The founder, in addition to the obligation to pay the debt itself, also receives a criminal record.

Prosecution procedure

At what point does the founder become responsible for the activities of the LLC? As we said above, this is only possible in the process of bankruptcy of a legal entity. If an organization simply ceases to exist, having honestly paid all creditors in the process, then there can be no claims against the owner.

Protecting the interests of the budget and other creditors is the law of October 26, 2002 No. 127-FZ “On Insolvency (Bankruptcy)”, the provisions of which are also valid in 2019. It details the procedure for carrying out bankruptcy and bringing to responsibility the managers and owners of the company, as well as persons controlling the debtor.

The latter refers to persons who, although not formally owners, had the opportunity to instruct the manager or participants of the company to act in a certain way. For example, one of the most impressive amounts in the case of bringing to subsidiary liability (6.4 billion rubles) was recovered from the controlling debtor of a person who was not part of the company and did not formally manage it (Resolution of the 17th Arbitration Court of Appeal in the case No. A60-1260/2009).

The manager must submit an application to recognize the legal entity as a debtor, but if he does not do this, then employees, contractors, and tax authorities have the right to begin bankruptcy proceedings. In this case, the party filing the claim appoints the selected arbitration manager, and this is of particular importance in attracting the owner to the obligations of the LLC.

In addition, in order to increase the bankruptcy estate, the plaintiff has the right to challenge transactions made within a year before the application for declaring the debtor bankrupt was accepted. In cases where the transaction was completed at prices below market prices, the period for challenging is increased to three years.

During the insolvency proceedings, legal proceedings the director, business owner, and beneficiary are involved. If the court recognizes the connection between the actions of these persons and insolvency, then a penalty in the amount of the plaintiff’s claims is imposed on personal property.

What conclusions can be drawn from all that has been said:

1. The liability of a participant is not limited to the size of the share in the authorized capital, but can be unlimited and repaid from personal property. There is little point in establishing an LLC just to avoid financial risks.
2. If the company is run by a hired manager, provide for an internal reporting procedure that allows you to have a complete picture of the state of affairs in the business.
3. Accounting statements must be under strict control; loss or distortion of documents is a factor special risk, indicating deliberate bankruptcy.
4. Creditors have the right to demand collection of debts from the owner himself if the legal entity is in the process of bankruptcy and is not able to meet its obligations.
5. It is more difficult to attract the owner of an enterprise to pay business debts than an individual entrepreneur, but since 2009 the number of such cases has been in the thousands.
6. Creditors must prove the connection between the financial insolvency of the company and the actions/inactions of the participant, but in some situations there is a presumption of his guilt, i.e. no proof required.
7. Withdrawal of assets from a company on the eve of bankruptcy is a significant risk of criminal prosecution.
8. It is better to initiate the bankruptcy procedure yourself, but this should only be done with the involvement of highly specialized lawyers with positive experience in similar cases.

Founder – Legal or Individual that created the organization (company). The founder is the owner of the created Legal Entity. The composition of the Founders does not change, because The founder exists only at the time of establishment of the Legal entity and then has the status of Participant(in case of LLC)/ Shareholder(in the case of PJSC, NJSC, CJSC, OJSC) / Member(NP), etc.

Information about the founders (participants) of the company is stored in the Unified State Register of Legal Entities (USRLE). All changes of Participants must be registered in the Unified State Register of Legal Entities of the Federal Tax Service of the Russian Federation (exceptions - joint-stock companies). If the company is a Joint Stock Company (PJSC, NJSC, OJSC, CJSC), the extract usually contains an entry about the registrar who maintains the current register of shareholders.

If the Founder is an individual, the register indicates the full name, his TIN (if any), the nominal value of the share, the size of the share as a percentage, the date and number of the entry in the Unified State Register of Legal Entities. If the founder is a legal entity: the register indicates the name of the enterprise, its INN/OGRN, the nominal value of the share, the size of the share in percentage, the date and number of the entry in the Unified State Register of Legal Entities.

On the CHESTNYBUSINESS portal, you can find out for free the composition of the Founders (Participants) of Legal Entities, obtain complete data from the Unified State Register of Legal Entities, and identify the affiliation (build connections) of the Founders.

The data on the portal is updated daily and synchronized with the nalog.ru service of the Federal Tax Service of the Russian Federation*.

You can search for Founders (Participants) for free by INN / OGRN / OKPO / Company name.

To search, use the search bar:

The founders can be capable individuals and legal entities, including foreign ones. The founders determine the type of activity of the organization, the type of ownership (LLC, OJSC, CJSC, etc.), select the Head of the organization, and draw up the necessary documents for registering the company with the Federal Tax Service.

Basic rights of the Founder (Participant) of a Legal Entity:
1. participation in the distribution of profits;
2. obtaining reliable information about the company’s activities;
3. gaining access to documentation, including accounting and tax reports;
4. making management decisions;
5. sale of the owned share to the co-founders (according to the rules of the Charter);
6. withdrawal from the founders through the alienation of one’s share to the Company;
7. receiving part of the organization’s property (in case of its liquidation).

Responsibilities of the Founder:
1. pay the share in the authorized capital in a timely manner and in full;
2. maintain confidentiality about the activities of the company (maintain trade secrets).

We wish you fruitful, comfortable work on the portal using the search for Founders (Participants) of Legal Entities!
Your HONEST BUSINESS.RF.

* Data from the Unified State Register of Legal Entities / Unified State Register of Individual Entrepreneurs are open and are provided on the basis of paragraph 1 of Article 6 of the Federal Law of 08.08.2001 No. 129-FZ “On State Registration of Legal Entities and individual entrepreneurs": Information and documents contained in state registers are open and publicly available, with the exception of information to which access is limited, namely information about documents identifying an individual.