Who can be the founder of an LLC? The question is quite popular, however, before answering it, it is important to understand all aspects and features of the functioning of this legal form. In addition, other types of organizations should be affected, as such information may be useful to novice entrepreneurs.
Form of incorporation
Abbreviated as OPF. They were enshrined in legislation in order to streamline activities related to doing business, as well as other activities that are accompanied by various financial transactions, such as various funds, non-profit organizations, etc. They can also be conditionally divided into forms that imply the formation of a legal entity , and those registered on other conditions.
However, this article will discuss OPFs whose activities are related to doing business, in particular, these are IP, LLC, JSC and PAO. To date, these legal forms are the most popular. Based on this, it makes sense to consider their features a little before answering the question of who can be the founder of an LLC.
Individual entrepreneur
A great option for starting an independent business in the absence of partners. It has many advantages, for example, a fairly simple form of registration, some tax breaks, as well as other positive aspects that may be related to the peculiarity of a particular business. For example, various patents that ease the tax burden, however, there are their own nuances that require a detailed study of the specifics of the activity.
However, this form of registration and doing business has its drawbacks. The main one is that an individual entrepreneur is not a legal entity. In fact, this is an individual who gets the opportunity to do business legally. Based on this, the owner of the IP is responsible for any financial obligations with his own funds, as well as property. Of course, such force majeure may not arise, and for some types of activities there is practically no risk of their occurrence.
Limited liability company
As a rule, this is the next step for many entrepreneurs. This form of business registration involves the formation of a legal entity. The very process of creating an LLC, paperwork, the choice of conditions for opening a current account, and many other aspects are more difficult in comparison with individual entrepreneurs.
However, this legal form allows you to conduct activities that were not available to individual entrepreneurs. For example, this includes the sale of alcoholic beverages, banking, and some other types of business.
Also a big plus of this legal form will be the fact that in the case of an individual entrepreneur, all financial responsibility lies with its owner, in LLC risks are associated with the property of the organization. Despite this, each case of the occurrence of obligations and debts is individual. Legislation prevents the abuse of such aspects, and in this case, the founder of the LLC will bear subsidiary liability, including its property.
Cons of a limited liability company
In addition to the obvious advantages over IP, this legal form has pronounced disadvantages. First, it is worth returning to the topic of an individual enterprise for a small comparison. The flip side of the IP deficiency, which is associated with the property liability of the owner, is also the advantage expressed in the fact that all profit received belongs to the owner. An individual entrepreneur is only required to conduct his business in good faith and pay all obligations, such as salaries to employees, as well as tax and other contributions.
There is no profit in the LLC, but there are dividends for the founder. They are paid at least once every three months, which is long enough. In addition, limited liability companies have a higher tax burden. Another disadvantage of this form of business registration will be the fact that various fines and general requirements for legal entities will be much higher.
About the founders
Now about the most important. Who can be the founder of an LLC? We will try to answer this question without verbatim quoting of legal acts, since their study will take a lot of time from the reader, but it is recommended to do this if you seriously want to do business. It is also better to consult qualified lawyers, as some points can cause difficulties even for experienced entrepreneurs.
The founder can be both an individual and a legal entity. There is a widespread belief that the creation of an LLC necessarily requires the participation of several people. The latter is just a myth, since an organization can have a single founder, and their maximum number for a given legal form can reach no more than fifty people. However, with a larger number of participants, re-registration of the business to another OPF is required.
One founder
The most common option for doing business is independent. Despite some stereotypes, most firms are opened by a single person, even despite the legal form. The charter of an LLC with one founder, however, as with several, will have a typical and similar structure, with the exception of a few differences that must be taken into account.
One of the above nuances will be the title page. The charter of an LLC with one founder is approved by decision. This is a document that is submitted upon registration of the company. Information related to the potential activities of the company being registered, namely: name of the company, physical address, amount of registered capital, etc., is included in the decision of the founder of the LLC. A sample of such a document is presented in the article. However, it will be much better if you consult with an experienced lawyer, as minor, at first glance, amendments and registration requirements may change.
In addition, the charter of an LLC with one founder may contain a clause stating that the general director of the company has unlimited powers in time.
Another feature of such limited liability companies is that the legal address of the company may coincide with the address of the registration of its owner. The latter is a fairly common practice, it is logical that not every novice entrepreneur can afford to rent or purchase an office.
Several founders
In this case, the main document will not be the decision, but the minutes of the general meeting. The information indicated in the protocol will be similar to that introduced in the document described above, some items have a different format, adjusted for several participants. For example, this refers to the authorized capital, and the contributions to it are divided among themselves by the founders of the LLC. A sample of the minutes of the general meeting can be correctly compiled by consulting with a lawyer.
In addition, an agreement is drawn up on the establishment of a limited liability company.The latter is similar to the protocol, but the data is presented in a more detailed form.
Documents required for registration
An approximate list of documents consists of an application, two copies of the charter of the enterprise, as well as a decision on the establishment (if the company registers one person) or a protocol of the meeting and the agreement (if there are several participants). In addition, the list of securities includes a notice of payment of the state duty.
In addition, other documents may be required, for example, an application for a simplified taxation system, as well as a letter of guarantee from the owner of the premises, if you are not the only founder of the LLC.
Other legal forms
It is unlikely that this information will be useful for experienced businessmen, but this topic was raised above. If the membership (founders) of the LLC exceeds 50 people, it is necessary to re-register the company. If this situation arises at the time of registration, the creation of a joint stock company will be the way out.
They can be divided into public, which in abbreviated form are called PAO, and simple, which are called AO. The differences between them will be significant, if we consider them more specifically:
- Joint-stock companies are not able to raise funds in circulation. In addition, the number of shareholders cannot exceed 50 people (similarly, as the composition of the founders of the LLC). The management of such organizations has its own characteristics and subtleties. Registration of such firms is much more expensive than limited liability companies.
- Public Joint Stock Companies. The capital in them is formed on a principle similar to AO, but the number of participants is not limited. In addition, the shares of such enterprises can be placed on various platforms and exchanges, and are in free float. Such enterprises are the most complex and expensive, both in terms of management and registration.
Summary
Thus, we answered the question of who can be the founder of the LLC. In addition, other legal forms of enterprises were highlighted. This information may be useful for beginning entrepreneurs, as well as students of economic and legal specialties.
If you need to draw up an agreement of the founders of an LLC or other document related to registration, it is best to contact specialists. Despite the small costs, this can help save time and a lot of effort associated with finding relevant information, as at any time, innovations related to the registration of enterprises may occur.
So, we reviewed the charter of an LLC with one founder. A sample will help you draw up the document correctly.