Law No. 14-FZ "On Limited Liability Companies" (current version)

Law No. 14-FZ "On Limited Liability Companies" defines the legal status of the company, the obligations and rights of its participants, the rules for creation, liquidation and reorganization. The peculiarities of transformation, formation and termination of the work of enterprises in the spheres of investment, banking, private security, insurance, and in the production of agricultural goods are regulated by other industry normative acts.

14-FZ "About LLC" ("Garant")

In Art. 2 of the normative act under consideration, the main terms and definitions are given. As an LLC is an economic enterprise formed by one or several entities with an authorized capital divided into shares. Participants do not bear the risk of loss and do not repay the company's obligations associated with its activities, within the value of their deposits. Entities must fully pay interest in the capital. Participants who have made only a partial investment, are responsible for the obligations of the enterprise in solidarity within the value of the outstanding part of the contribution.

Company Features

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

Law No. 14-FZ "On Limited Liability Companies" establishes that an enterprise is deemed to be formed from the date of its state registration in accordance with the rules provided for in existing regulatory enactments. The company is created for an indefinite period, unless otherwise stipulated in the charter.

Individualization

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

In accordance with the Federal Law "On Limited Liability Companies," an enterprise should have a full and abbreviated name. Certain requirements are imposed on the name. In particular, the name must necessarily contain the phrase "limited liability", in the abridged version it is allowed to use the abbreviation. Other requirements for the title are determined by the provisions of the Civil Code.

Specificity of performance of obligations

In accordance with Federal Law No. 14, the company is responsible for its actions with all property belonging to it. The enterprise does not fulfill the obligations of its participants. In the event of bankruptcy (insolvency) of the company through the fault of depositors or other persons entitled to give instructions binding on it, or the ability to determine its actions, the guilty persons with defective property of the company are liable for subsidiary liability.

Representative offices and branches

According to the Federal Law "On Limited Liability Companies", an enterprise has the right to form separate subdivisions. Appropriate decisions are made at the meeting of participants. The resolution shall be deemed approved if a majority (not less than 2/3) of the aggregate number of votes has acted for it, unless a different number is established in the statute.

Formation of representative offices and branches is carried out in compliance with the requirements stipulating 14 Federal Law "On Limited Liability Companies" and other regulatory acts, and abroad - legal provisions of the state on the territory of which units are formed, unless otherwise provided in international treaties.

These organizations do not act as legal entities. Their activities are carried out in accordance with the provisions approved by the main enterprise. The representative office of the LLC is a subdivision that is located outside the location of the enterprise. It acts in the interests of the company and ensures their protection. As an affiliate, a subdivision is located outside the company's location and performs all or part of its functions. This includes representation. The appointment of the department heads is carried out by the company. To exercise their powers, they are issued a power of attorney.

Affiliated companies

They have the rights of legal entities and are formed both on the territory of the Russian Federation and beyond its borders. The company is considered a subsidiary if the main enterprise has the ability to determine the decisions that it approves. Such a right may arise due to the concluded contract, the prevailing participation in the capital or on other grounds. The subsidiary company is not liable for the obligations of the parent company . The main enterprise can send instructions binding on it. At the same time, it responds in a solidary manner with it on the transactions made while executing these orders. If the subsidiary company is insolvent through the fault of the main company, the latter is provided with a subsidiary liability for its debts, if its property is not sufficient for this. Participants may require the main company to compensate for damages arising from its fault.

Dependent companies

As them, Law No. 14-FZ "On Limited Liability Companies" (the latest version) recognizes companies whose authorized capital is more than 20% owned by the main enterprise. The company that acquired this stake is required to disclose information about it. For this purpose, information is published in the official publication containing data on state registration of legal entities. Disclose the relevant information in the shortest possible time after the transaction.

The participants

According to the law No. 14-FZ "On Limited Liability Companies" there can be a legal entity and citizens. Individuals may be prohibited or restricted participation. The state bodies and local authorities do not have the right to join the LLC, unless otherwise stipulated by federal legislation. An enterprise can be established by one person. Thus, it becomes the only participant. A company can be formed by several persons. In the course of its activities, an enterprise can become a society with one participant. The maximum number of founders can not be more than 50. If the number of participants exceeds the specified one, during the year the enterprise should be transformed into a production cooperative or an open joint stock company. If this instruction is not executed, and the number of subjects is not reduced, the company can be liquidated in court in accordance with the requirement of the registering authority or other authorized bodies.

Rights of participants

FZ "On Limited Liability Companies" (current version) provides the following legal opportunities:

1. Participate in the management of the current affairs of the enterprise in accordance with the rules provided for in the normative act in question and the company's charter.
2. Receive information about the activities of the company, study its accounting and other documentation.
3. Participate in the distribution of profits. On 14-FZ "On LLC" payment of dividends is carried out based on the results of the reporting period.
4. To sell or otherwise alienate your share or a part thereof in capital to other participants or to other persons.
5. Leave the society. This can be done through the implementation of the participant's share (if this possibility is provided for in the charter) or the presentation of a requirement to purchase the enterprise's contribution in the cases specified in the normative act.
6. Receive part of the property when the company is liquidated. The participant has the right to purchase material values left after settlements with creditors. In liquidation, in accordance with 14-FZ "On LLC", an independent appraiser performs proper calculations. In return, the participant has the right to demand its value.

Additional Features

They can be stipulated by the charter of the enterprise at the time of establishment or be provided by decision of the meeting, adopted unanimously. Additional rights for the alienation of a share of a participant or a part thereof do not pass to the acquirer. Their termination or restriction in respect of all participants is carried out on the basis of a decision passed unanimously at the meeting, in respect of a particular entity - by a majority (at least 2/3) of all the voters. In the latter case, the subject must give written consent or vote for the approval of the resolution. A participant may waive the additional rights granted to him by sending a notice.

Duties

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

1. To pay shares in the company's capital in the amounts, order and terms determined by the normative act and the memorandum of association.
2. Keep confidential information about the company.

Additional responsibilities may be established in the company's articles of association when it is established, or be imposed on the subjects by decision of the meeting. If they are provided for a particular subject, if the share or part thereof is alienated, they do not transfer to the acquirer.

Establishment of an enterprise

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

When a company is established by one entity, the amount of capital, the term and procedure for its payment, the nominal value and the amount of the share shall be determined. Participants enter into a written agreement specifying the rules for conducting joint activities. The agreement also determines the amount, the term of payment of shares.

Charter

It acts as the constituent document of the enterprise. The charter should specify:

1. Company name (short and full).
2. Location information.
3. Information on the competence and composition of executive bodies, including on issues related to their exclusive jurisdiction, on the procedure for their decision-making.
4. Data on the amount of capital.
5. Duties and rights of participants.
6. Information on the rules and consequences of the exit of subjects from the society, if such an opportunity is provided.
7. Data on the procedure for transferring the entire share or part thereof to another person.
8. Rules for storing documentation and providing information to other entities.
9. Other information of significant importance.

Capital

It is formed from the nominal price of shares of participants. The amount of capital must be at least 10 thousand rubles. Its size, as well as the cost of shares is determined in rubles. Capital determines the minimum value of property, which ensures the fulfillment of obligations to creditors. The value of the proportion of participants is determined in the form of fractions, or as a percentage. It should correspond to the ratio of its nominal value and the size of capital. The statute may provide for a limit on the maximum amount of shares. The actual value thereof must correspond to the part of the net asset price of an enterprise proportional to the size of the contribution. Limitations on the size of shares may be established for individual members of the company in the articles of association at the time of establishment, and also be entered into the document, amended or excluded from it on the basis of a decision of the meeting adopted unanimously.