The founder is a manager and a full-fledged owner of his business, having his own rights and obligations. Who is the founder

A member of a limited liability company, sometimes called a founder (and sometimes erroneously), is, according to Article 7 of the Federal Law "On LLC", an individual or legal entity participating in an LLC. It can be a citizen of the Russian Federation, foreign citizen, and, if we are talking about a legal entity, it can also be a resident or non-resident of the Russian Federation.

The concept and characteristics of the founder, who can become the founder

The founder of an LLC is the one who establishes it. In fact, it looks like this: a group of people gathers, decides to create a company, approves the charter of this company, conclude an agreement on the establishment among themselves, where they describe how they will manage it, as well as who, how much, and when invests in the authorized capital , and as a result they carry all documents for state registration. The only founder does all this alone, and does not conclude an agreement with anyone, he simply makes a decision.

The founder may be another legal entity. person, and even the Russian Federation represented by the Federal Property Management Agency. And if everything is clear with the Russian Federation, then for physical. persons and legal persons, there are a number of criteria by which they can act as founders:

The difference between a participant and a founder

What is participation in an LLC and how does it differ from a foundation? The founder, as mentioned above, establishes, that is, and after that becomes a member. Or another person invests in this LLC, more precisely in its authorized capital, money or property, and also becomes a participant, but at the same time it is incorrect to call him a founder - he did not establish this company.

However, for example, in non-profit organizations there are no participants, there are only founders.

How to become a founder of an LLC

To become a founder of an LLC, you must meet the above criteria. Further, everything is simple. A decision is made on the establishment, the charter is approved, paid, and an application is made in the form P11001. All this is submitted to the registration authority (inspection of the Federal Tax Service), and after state registration you become a member of the LLC, while being its founder (since you created it).

Number of founders in the company

There can be no more than 50 founders in an LLC. If there are more, it must be transformed into a production cooperative, or into a joint-stock company. Or, if this is not done, it will be liquidated.

Rights and obligations of the founder

The rights and obligations of LLC participants are specified in Article 8 of the Federal Law "On LLC". In particular, these are:

• participation in the management of the company's affairs;
• obtaining information about the activities of the company and familiarization with its documents;
• taking part in the distribution of profits;
• the right to withdraw from the LLC, if it is in the charter;
• receiving part of the property in the event of liquidation of the LLC.

The articles of association may provide for additional rights.

Establishment agreement

The founding agreement governs. It is concluded between the founders when their number exceeds one. The form is simple written. According to part 5 of Art. 11 of the Federal Law "On LLC", the founding agreement determines:

"The way in which they joint activities on the establishment of the company, the size 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 of payment for such shares in the authorized capital of the company.

Founders meeting

The meeting of founders is held at any address. Before the meeting, it is necessary to record the attendance and powers of each of them (usually this is done by one of them, or a specially invited person; sometimes a notary).

The decision of the founders to establish a company is recorded in the form of minutes of the meeting, all decisions must be taken unanimously.

Founder responsibility

According to part 6 of Art. 11 FZ "On LLC",

“The founders of the company are jointly and severally liable for the obligations associated with the establishment of the company and that arose before its state registration. The company is liable for the obligations of the founders of the company associated with its establishment, only in the event of subsequent approval of their actions by the general meeting of participants in the company. At the same time, the amount of the company's liability in any case cannot exceed one-fifth of the company's paid-in authorized capital.

When choosing an organizational legal form(IP 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 firms do not really function, not even earning a salary for the director and not differing in profitability from a freelancer who provides services in his spare time. However, legal entities in Russia are registered as often as individual entrepreneurs.

If you want to know in detail how an organization differs from an individual entrepreneur, we advise you to 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

To begin with, let's find out where the confidence comes from that doing business in the form of an LLC is financially safe? 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 the question: “What is the responsibility of the founder of an LLC?” the majority answers - only within the limits of a share in an authorized capital.

Indeed, if the company is solvent and pays off to the state, employees and partners on time, then it is impossible to involve the owner in paying the company's bills. The created organization acts in civil circulation as an independent person, and is itself responsible for its own obligations. As a result, a false impression is created of the complete lack of responsibility of the LLC owner to creditors and the budget.

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

Article 3 of the Law of February 8, 1998 No. 14-FZ: “In the event of insolvency (bankruptcy) of the company through the fault of its participants, the said persons may be held subsidiary liable for its obligations in the event of insufficient property of the company.”

Subsidiary liability is not limited by 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 brought to unlimited subsidiary liability, which in a financial sense equalizes it with individual entrepreneur.

Leader and founder in one person

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 an employee CEO, some share of financial risks passes to him. According to Article 44 of the Law "On LLC", the head is liable to the company for losses caused by his guilty actions or inaction.

Liability for debts arises if there are such signs of guilty acts or omissions:

• making a transaction to the detriment of the interests of the enterprise managed by him, based on personal interest;
• hiding information about the details of the transaction or not obtaining the approval of the participants, when such a need exists;
• failure to take measures to obtain information relevant to the transaction (for example, information about the contractor has not been verified or clarified, if the nature of the work requires it);
• making decisions on the transaction without taking into account the 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 head for compensation for the 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 is removed from him.

But what if the owner is the manager of the company? In this case, it will not work to refer to an unscrupulous hired manager. The presence of outstanding debts obliges the sole executive body to take all measures to pay them off, even if the owner is the only one, and at first glance, no one's interests are infringed by their 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 engaged in heat and water supply for many years, in the competition for the right to lease utility infrastructure facilities, he declared new company with the same title. As a result, the former 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 to repay the loan 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 legitimacy of the methods of work of the tax authorities, we will simply admit that they are not to be trifled with. It is with private creditors that you can agree on writing off part of the debt or restructuring payments, and with the budget, the amount of debt over 300,000 rubles will be critical.

The responsibility of the founder for the debts of a legal entity to the state is also spelled out in the law.

Article 49 of the Tax Code of the Russian Federation: "If the funds of the liquidated organization are 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 specified organization."

If the amount of tax debt exceeds 300,000 rubles, and the maturity 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 already with the requirement to recognize the head and / or founders as guilty.

Attempts to withdraw assets from the organization in order not to pay tax arrears will not lead to anything good either. For example, in case No. A07-7955/2009 court of Arbitration 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 in the absence of funds to pay tax and the company is declared bankrupt, the obligations of a legal entity cease. However, the tax inspectorate, having filed a lawsuit, proved the guilt of the company's owners in the formation of arrears and collected the debt from their personal funds.

Of course, attracting the founder of an LLC for the debts of his company is more difficult and longer 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 of January 27, 2015 No. 81-KG14-19, the court held the head and sole owner liable for non-payment of VAT on a large scale and confirmed the legality of recovering damage from an individual to the state in the amount of the unpaid amount of tax. This decision, in fact, has become a judicial precedent, after which all such cases are considered easier and faster. The founder, in addition to the obligation to pay the debt itself, also receives a criminal record.

Liability procedure

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

The interests of the budget and other creditors are protected by 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 conducting bankruptcy and bringing to responsibility the managers and owners of the company, as well as persons controlling the debtor.

The latter means persons who, although not formally owners, had the opportunity to instruct the head or members 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 (Decree of the 17th Arbitration Court of Appeal in the case No. A60-1260/2009).

The manager must apply to recognize a legal entity as a debtor, but if he does not do this, then employees, counterparties, and tax authorities have the right to start bankruptcy proceedings. At the same time, the party that filed the claim appoints the chosen arbitration manager, and this is of particular importance in bringing 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 during the year before the adoption of the application for declaring the debtor bankrupt. In the event that a transaction is made at prices below market prices, the contestation period is extended to three years.

During the insolvency proceedings, litigation director, business owner, 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 this:

1. The liability of the participant is not limited to the size of the share in the authorized capital, but may be unlimited, and be repaid at the expense of personal property. Establishing an LLC just to avoid financial risks does not make much sense.
2. If the business is managed 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 intentional bankruptcy.
4. Creditors have the right to demand the collection of debts from the owner himself if the legal entity is in the process of bankruptcy and is unable 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 / inaction of the participant, but in some situations there is a presumption of his guilt, i.e. proof is not required.
7. The withdrawal of assets from the company on the eve of bankruptcy is a significant risk of criminal liability.
8. It is better to initiate the bankruptcy procedure yourself, but this should be done only with the involvement of highly specialized lawyers with positive experience in such cases.

Limited Liability Company - popular organizational and legal form of companies in our state. Its advantages are ease of creation and ease of operation.

At the same time, the authorized capital is formed with the help of contributions from all participants. If the enterprise becomes bankrupt, then the participants in the organization risk only the property of the LLC and their share of the finances, which was originally contributed.

Several legal entities or individuals may participate in the creation of such an organization. They create a common plant capital and use it to develop their enterprise for financial profit.

At the head of such an enterprise is the founder (participant). In the legislative acts of our state there is no clear definition who is the founder of an LLC, but at the same time, his rights are clearly defined, as well as a list of his duties.

According to the legislation of the Russian Federation, the founder of such an organization can be, both legal and natural person as well as non-residents of the country. But in this case, there are limitations in the choice of activities of the organization.

The concept of "founder" is used mainly only when creating the Company, therefore, a different concept is most often used - "participant".

Rights of the Founder

According to the legislative act number 14, the Participant (Founders) has the following rights:

• the ability to distribute the profit of the company, which was received in the process of its presence in the business market;
• obtaining truthful information regarding the work of the organization in all directions;
• access to the information field and documentation of the enterprise, the same applies to the payment of taxes and reports of the accounting department;
• sale of its own share of shares to its co-founders;
• adoption and implementation management decisions, concerning further work companies.

If desired, the founder can terminate his activities in the LLC and at the same time withdraw his financial part of the authorized capital.

Upon liquidation or reorganization legal entity The founder can receive his share of the property of the company. The rights of the Founder may be extended if such a decision was made at the general meeting of all Participants of the LLC.

However, it should be noted that where there are rights, there are, accordingly, a number of duties, as well as a considerable share of responsibility.

Main responsibilities

The Founder (Participant) is obliged:

• Timely contribute your share of financial resources to the authorized capital of the company;
• Do not distribute to third parties information (information) regarding the activities of the organization and future plans.

This list of responsibilities can be extended. But, as in the first case, such a responsible decision is made at the general meeting of the Participants. Another important point is that such a decision must be signed by the Founder himself, to whom it is planned to transfer certain responsibilities.

Level of responsibility

The main requirement for the creation of a limited liability company is the creation of an authorized capital. At the same time, all Participants of the LLC participate in its creation. According to our legislation, in the course of the activities of a legal entity, all Participants only risk their share, which was contributed to the authorized capital when the LLC was created.

Therefore, attract a Participant to financial responsibility quite problematic in its entirety. This can be done only through the use of subsidiary liability mechanisms. Although this is a rather complicated and time-consuming process.

Change of Founder

This procedure is carried out in several successive steps:

• The founder sells his share of shares to a third party or co-founder of a limited liability company. Such a procedure is carried out through a contract of sale, which must be certified by a notary;
• Selection of a new Founder and attraction of additional financing to the authorized capital. Of course, such a decision is made at a general meeting, and data on the changes made are entered into the Federal Tax Service.

Banking institutions that serve this legal entity are also notified of the changes made.

In conclusion, it should be said that the Founder has the right to make important decisions regarding the future activities of the company. But at the same time, all important issues are resolved at a general meeting of all Participants, which is convenient for everyone.

Among his responsibilities is contributing your share for the purpose of forming the authorized capital. The expansion of the assigned duties can be performed only with his consent, which is confirmed by the signature of a certain document.

Organizational and legal forms are created and managed by individuals and legal entities. At first glance, the differences between participants and founders are purely formal and relate to procedural issues. However, a detailed consideration of the issue allows us to establish a significant difference between the categories, which affects various aspects of the activities of a business entity.

Participant- an individual or legal entity that has a share in the authorized capital of a limited liability company. Having the right to participate in the activities of the organization and the distribution of profits, citizens and organizations can also alienate their share in favor of third parties.

Founder- a citizen or organization participating in the creation of a legal entity. Information about these persons is entered in the Unified State Register of Legal Entities and does not change throughout the entire period of the company's existence.

Founders can create various organizational and legal forms, including LLC, OJSC, ALC.

Comparison

Thus, the main differences lie in the very essence of these definitions. A founder is a person who creates an organization from scratch. After that, he retains his status forever, automatically turning into a shareholder, member, participant or shareholder (depending on the legal form). A participant can only be in a limited liability company, and he acquires his right by virtue of acquiring a share in the authorized capital.

Founders can also create other organizational and legal forms, including OJSC, CJSC, ALC. At the same time, information about them is mandatory in the Unified State Register of Legal Entities in its original form. Information about the participants may change as the shares are alienated, that is, they are sold, donated, etc.

Conclusions TheDifference.ru

1. Emergence. Founders only create an organization, after which they become participants, members or shareholders.
2. Acquisition of status. The founders are such by virtue of the presence of a memorandum of association or statement, the participants - by virtue of their ownership of shares in LLC.
3. Applicability. The founders create a legal entity of any organizational and legal form, while participants can only be in an LLC.
4. Changeability. Information about the founders remains in the Unified State Register of Legal Entities forever, information about the participants may change as the company operates.

Examples of the use of the word founder in the literature.

Patron of Kulundinsky, Vasyugansky, Barabinsky, Head of Beloyarsky and Norilsk, Protector of Achinsk and Nerchinsky, Count of Evenk, Lord of Verkhneudinsky and Aginsky, Prince of Chitinsky, Khabarovsk, Vladivostok and Primorsky, Supreme Shaman Autochthonous-Sikhote-Alin, Founder Sakhalin, Baron Autonomous Jewish.

Thanks to the charm of their kinship with companies that already enjoy confidence, their shares began to go with a high premium and brought huge profits. founders.

It was then that Sergei Shakhrai proposed a legal mechanism for overcoming the political impasse - a situation in which the Union, as it were, legally exists, although it does not manage anything and can no longer manage: the formula of the Belovezhskaya Agreement, the dissolution of the USSR by three states that in 1922 were its founders.

One month was filled with meetings with founders and the main shareholders of the syndicate, with financiers, engineers, agents, hygienists, architects.

out of twenty founders union most were good acquaintances and friends of Vernadsky: Petrunkovich, the Shakhovsky brothers, Grevs, Oldenburg.

Shelikhov took his hand off the table, stood up and abruptly, like a challenge, threw: - then I demand: we divide the fishing equally between us into four into founders, although your tribe, Ivan Larionovich, was not able to recapture the captain's salary.

Vilnius, Čiurlionis became one of the founders of the Lithuanian Art Society and the music section attached to it, directed the Kankles choir, organized Lithuanian art exhibitions, music competitions, engaged in music publishing, streamlining Lithuanian musical terminology, participated in the work of the folklore commission, conducted concert activities as a choir conductor and pianist.

Founders Societies: Dutch citizen Albert Gerardovich Kaptein and temporary St. Petersburg merchant of the 1st guild Stanislav Antonovich Olshevsky.

Founders This organization became the three largest trading firms: Pfaff, Amo and Kenmeister.

The wealth brought by the cartographic company and other establishments under my hand became so significant that we, founders, could afford occasional sponsorships and charitable actions in relation to officers dismissed from the army, and the number of our allies was steadily growing.

Bishop of all Trith, self-selected, fanatic of one religion, founder Detachment of guardians of the faith.

A commercial organization is not entitled to transfer property for gratuitous use to a person who is its founder, participant, manager, member of its management or control bodies.

To legal entities whose property they founders have the right of ownership or other real right, include state and municipal unitary enterprises, including subsidiaries and owner-funded institutions.

That's why the wise founder republics, striving wholeheartedly not for their own, but for the common good, caring not for their heirs, but for the common homeland, should try in every possible way to seize autocracy.

So, I think, my dear Hermogenes, that the first founders names were not simpletons, but were thoughtful observers of celestial phenomena and, I would say, subtle connoisseurs of the word.

The founders of a legal entity are its founders and organizers.

As a rule, they participated in the formation of the property of the enterprise, assumed the obligations set forth in the constituent documents. Other legal entities, individuals, as well as foreign persons and enterprises can organize a legal entity. If the founder is the only one, he creates the company by a written decision. And if there are two or more of them, it is required to draw up a memorandum of association with a decision to establish a company and an indication of the status of each participant. Change of founders of a legal entity: what is meant by this procedure? The article gives the concept of the founder, describes the rights and obligations of this member of the enterprise.

Who are the founders of an LLC?

The founders of an LLC are persons and companies that organized the company, as well as took part in the formation of its capital. They are not responsible for the obligations imposed on the enterprise itself. While there are some liability cases, statutory set out in the Civil Code and other regulations. To the Unified State Register legal entities be sure to include information about them.

AT Russian law this concept means the same as the creator of the organization. It is not synonymous with the word participant or member, because the term is valid only at the time of the formation of the enterprise. For the same reason, the composition of the founders is unchanged, with the exception of the case when one of them leaves the LLC. Previously, there was no definite distinction between the terms "founder" and "participant". Inaccuracies in the application of concepts are still allowed.

A change in the composition of the founders is possible when they leave the company. According to Art. 40 of the Civil Code of the Russian Federation, one or more individuals or legal entities can organize a company. If the participant is the only one (he is also the founder of the company), replacement is possible when he leaves the enterprise and a new member joins with similar rights and obligations.

Foreign citizens, organizations under the legislation of the Russian Federation can also be the founders of companies. Each enterprise has founding documents that reflect information about the founders, their rights and obligations. This package is compiled during the initial registration.

Founder rights

The founders of the enterprise may be the owners of its property or be authorized by the owners. In the latter case, they have it on the rights:

• economic management;
• operational management.

With the consent of the owner of the property, these legal entities and individuals can organize other companies. The creator of the enterprise may cease to be its participant (terminate participation). In doing so, the established order is observed. And a new member (or participant) of the organization can appear in it simply by purchasing a share in the authorized capital. However, he will not be a founder.

Recently, there have been changes in legislation indicating that the founder has no advantages over other participants. This status can be:

• workers;
• employees;
• employees of the enterprise, having labor rights separate from the rights of the organizers of the company.

Being a founder, it is possible to be an administration and a worker at the same time.

The rights of the founder, as a participant, predetermine the constituent documents, the Charter of the enterprise, the Agreement.

The decision of a sole participant to establish an enterprise is a one-sided deal. Legal entities can have various organizational and legal forms, which correspond to separate laws that also define rights.

Founders, like other members, can hold positions in their organization while receiving a salary. They have the right to receive dividends - a quarterly or annual distribution of profits among members. This possibility is described in the statute.

The rights of founders can be described by the following list.

• Enterprise management.
• Obtaining information about activities and financial statements.
• Receiving profit, which is proportional to the share in the authorized capital.
• The right to withdraw from the LLC and at the same time receive its share.
• The right to dispose of one's share: sale, acquisition of other shares.
• In case of liquidation of the enterprise, the founder may demand the property remaining after the settlement of loans.

The rights arise from the moment of formation of the enterprise.

Founder responsibility

Duties, like rights, are predetermined by constituent documents. It also describes the measure and type of responsibility. On the other hand, there are laws corresponding to specific forms of legal entities.

The approximate content of the constituent agreement with a list of conditions is regulated by Article 41, paragraph 4 of the Civil Code of the Russian Federation (Civil Code). Paragraph 3 of the same article indicates the presence of the subject and purpose of the activity, which the founders are required to indicate when establishing the enterprise. According to these concepts, the duties of members and their responsibilities will be determined.

The responsibility of the founder of the enterprise is related to the following duties.

• Activities and responsibilities of the company.
• Implementation of decisions of the general meeting or sole, if the company has 1 member.
• Non-disclosure of information about activities.
• Responsibility of its share in the authorized capital for the debts of the enterprise.
• The obligation to contribute a share in the authorized capital upon founding the company for subsequent liability for possible debts.

The responsibility of founders and management is the same. Duties and responsibilities arise from the moment the company is founded.

Settlements with founders

The founder of the organization invests in its authorized capital, property. He has the right to profit from the results of his activities. The memorandum of association specifies the shares of participants, one of which is the founder. As well as the relevant portions of the profit to be distributed.

Withdrawal of funds is made in several ways. The following are legal:

• Dividends- funds remaining after paying taxes and fees. This is the net profit divided between the participants in proportion to the share of capital.
  By the decision of the company, these finances (or part of them) can be directed to the development of the enterprise. Then no dividends are paid. According to the LLC Law, the payment is made quarterly with a tax deduction of 9% of the amount. But not more often.
• Prizes are possible if the founder works at the enterprise. For example, he holds a position. Tax is charged.
• Payment for services. Example: the founder is at the same time an individual entrepreneur who has provided services to an LLC under an agreement.

Change of the founder of a legal entity

Changing the founder of a legal entity is not a completely correct concept, since only the founders of an enterprise at the time of its formation can be such.

In a situation where one of them leaves the membership, the change of the participant occurs after the alienation of the share of the capital of the enterprise or the entry into the company of a new member. This event must be registered in the Unified State Register of Legal Entities. Constituent documents also change with respect to the composition and amount of capital.

A somewhat different situation is when changing the sole founder, not specified in the charter. Then the constituent documents do not need to be changed. After registering the share of a new participant in the Unified State Register of Legal Entities, he can amend the charter. And also leave the document unchanged, as it suits him. The procedure for changing the composition of a legal entity upon the withdrawal of one of the founders and the entry of a new participant is as follows:

• The person leaving writes a statement to the company about his departure. The company gives him a share of the capital or it is sold, ceded to other participants, third parties.
• The authorized capital is recalculated and distributed among the remaining participants.
• Changes in composition and capital are recorded.
• A new participant entering the company writes an application for entry, indicating what share he claims and what contribution he makes to the capital.
• The authorized capital is increased at the expense of the share of the new participant.
• All changes are logged.

The founders of an LLC are the persons and companies that organized the company.

Founder exit

In a situation where one of the founders leaves and the others remain, the following actions take place.

• The person leaving submits an application to the society that he leaves the composition of the founders.
• The company gives him a share at its cost at the last financial period. Or calculated on the basis of the Charter.
• Those who remain redistribute the capital minus that paid to the departed.
• Changes related to the exit of the founder are registered in the MIFNS.

When the founder of the enterprise withdraws from its composition, the rights and obligations are transferred to other members.

Additional information about the responsibility of the founders of LLC in this video:

You can find additional information on the topic in the section Documents for customs clearance.

Founder

Founder- a legal or natural person who created an organization - a legal entity. He is the full owner of his organization, manages its activities and makes all important decisions.
In most cases, the founders cannot be persons who do not have legal capacity and legal capacity.

The sole founder creates a legal entity by his decision in writing, two or more founders sign a protocol on the creation and conclude an agreement on the establishment of the company.

The composition of the founders does not change, since the founder exists only at the time of the establishment of the company, subsequently he ceases to be a founder and becomes a participant, shareholder, member. Information about the founders of a legal entity is contained in the Unified State Register of Legal Entities.

LLC can be established by both residents and non-residents. The number of founders must not exceed fifty.

Each participant of a limited liability company is obliged to timely contribute to the authorized capital the amount of the share determined by the foundation agreement. The founders of the LLC quarterly or once a year receive profit in the form of dividends in the amount proportional to the share of funds they contributed to the UK. The amount of dividends is determined by the management body of the company, which is appointed by its owners.

The company is obliged to maintain a list of participants in a limited liability company, as well as all data on the participants of an LLC are reflected in the unified state register of legal entities.

As for joint-stock companies, information about shareholders, or rather the register of shareholders, is kept professional organization with which the joint-stock company enters into an agreement on maintaining the register of shareholders. The holder of the register of shareholders is a professional registrar who has a special license to carry out activities.

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Founder - a legal or natural person who created an 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 the establishment of the Legal Entity and then has the status of Participant(in case of LLC)/ Shareholder(in the case of PJSC, NAO, CJSC, OJSC) / Member(NP), etc.

Information about the founders (participants) of the company is stored in the Unified State Register of Legal Entities (EGRLE).

All changes of the 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 joint stock company(PJSC, NAO, 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 shall indicate the full name, his TIN (if any), the nominal value of the share, the size of the share in percent, the date and number of the entry in the Unified State Register of Legal Entities. If the founder is a legal entity: the name of the enterprise, its TIN / OGRN, the nominal value of the share, the percentage of the share, the date and number of the entry in the Unified State Register of Legal Entities are indicated in the register.

On the HONEST BUSINESS portal, you can find out the composition of the Founders (Participants) of Legal Entities for free, get the full data of the Unified State Register of Legal Entities, 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) by TIN / OGRN / OKPO / Company name for free.

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The rights and obligations of the founders of an LLC are regulated by Federal Law No. 14-FZ of February 8, 1998. The main feature and difference of the founder from other subjects of law is that he is liable to creditors only to the extent of his share.

The founders of the society are citizens and organizations that have decided to establish it. In other words, this is founders of the organization. Under the concept, participants mean citizens or legal entities that have joined the society after its creation. In essence, the founder and the participant are identical concepts, since after the registration of the company, the founder becomes a participant. Most legislative acts do not distinguish between these concepts.

Basic and additional norms and rules

Members have the rights and obligations that are set out in Articles 8 and 9 of the LLC Law. The main rights are:

• adoption of managerial 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 own share by sale and other means;
• withdrawal from the company by transferring one's own share to the company;
• the possibility of obtaining a certain share of the property or its value at the time of liquidation of the company.

To additional rights include other rights specified in the articles of association. 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 the acquisition of 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 in the presence of a quorum voted for it.

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

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

Other actions by agreement related to the management, creation and activities of the company may be envisaged. The contract is drawn up in writing with the obligatory signing of all participants.

Members' main responsibilities include:

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

Duties entrusted additionally on the participant, may be prescribed in the charter at its establishment or assigned by unanimous decision. Additional responsibilities also do not pass to another person. By unanimous decision, they can be cancelled.

Exclusion process: change, exit, settlements

A participant has the right to withdraw from the company at any time, for this he must apply to the address of the company 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 the LLC, the sole owner also cannot leave the organization.

The change in the ownership of the organization 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 the following documents:

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

Notary public for registration of changes on one's own sends documents to the tax office.

The second way to change a participant is as follows. By writing a corresponding application to the company in the name of the head, participant leaves it. Within 3 months, the company is obliged to pay him the cost of his share.

It is worth noting that with this option of leaving the company, the corresponding positions should be spelled out in the charter.

Then to society new member joins, which contributes cash to the authorized capital. Further, he is endowed with a share previously owned by the retired participant. In this case, the notary certifies only the signatures of the applicant on the applications when changing the founders, respectively, you can do without paying for the notary.

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

When making this transaction, you will need to contact a notary for notarial acts and the provision of the above documents.

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

Who can become

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 the company.

The law states that local governments, as well as state bodies, are prohibited from becoming founders of an LLC. Accordingly, the city administration, executive committees, law enforcement and supervisory authorities cannot create such companies, as this would be contrary to the 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 spelled out in Art. 2 of the Federal Law of the Russian Federation, regulating the activities of lawyers. Possession of certain property that brings profit is not prohibited. work for hire, that is employment contract, the lawyer can not.

State employee

A civil servant also cannot become a founder, as he is subject to restrictions related to his work. Article 11 of the Federal Law of the Russian Federation "On the Fundamentals public service RF" indicates that a civil servant is not entitled 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 an LLC.

State-financed organization

The budget institution is non-profit organization , created Russian Federation, subjects of the Russian Federation or a municipality for the performance of work, the provision of services. From this concept it follows that this type of institution was created by the state or the municipality, respectively, it is subject to prohibitions directly reflected in the law on LLC.

Deputy

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 entity, including in the work of a 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-profit organizations.

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

The process of becoming

Becoming a founder of an LLC is quite simple. In addition to desire, it is necessary 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, as the success of the organization depends on a good start.

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

• develop the charter of the LLC;
• approve the decision to establish a company;
• prepare an application for the creation of a company for;
• conclude an agreement for the lease of office space, or you must have your own (for registering a legal address);
• pay 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 duty for registration in the amount of 4000 rubles.

Documents of more than one sheet must be stitched, numbered on each page and signed by the founder.

When a company is established by several founders, in addition to the listed documents, an establishment agreement, a list of participants are required, instead of a decision of a single founder, a protocol is approved.

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