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Federal Law on LLCs: Basic Provisions in Simple Words

The new Law "On LLC" formulates the legal status of limited liability companies. The regulatory act establishes the obligations and legal capabilities of their participants, as well as the procedure for the formation, liquidation and reorganization of enterprises. Let us further consider in detail the main provisions of the document. ltd law

General information

The Federal Law "On LLC" clarifies the concept of society. An organization created by one or several persons whose authorized capital is divided into shares is recognized as it. The participants of the enterprise are not liable for its obligations. They bear the risk of losses associated with his work within the value of the shares in the capital that they own. The Federal Law "On LLC" establishes joint liability for founders who have not fully repaid debts for the obligations of the company. Its size is determined in the framework of the value of the unpaid parts of the shares that they own in the capital.

The rights

The Law "On LLC" provides that the company has separate property in ownership. It is taken into account on the independent balance sheet of the enterprise. A company on its own behalf may exercise and acquire personal non-property and property rights, and fulfill obligations. The company may act as a plaintiff / defendant in court. The Law on the LLC’s activities gives the organization civil rights and obligations to carry out any business operations not prohibited by the rules, if they do not contradict the purposes for which it was created and are spelled out in the charter. federal law on llc

Special cases

The legislation establishes certain types of activities that can be carried out only with permission. Under the conditions of granting licenses, the obligation to perform certain works as exceptional may be established. In these cases, the LLC may only carry out the activities prescribed in it during the license term.

Society founding

Education Act LLC establishes the procedure in accordance with which the creation of the organization. The company is established by decision of the participants adopted at their meeting. The founder may be one entity. In this case, the decision is made by him alone. When an act is approved at a meeting, it reflects the results of the vote. The document must contain decisions on the formation of the charter, appointment / election of governing bodies, the audit commission, if they are provided for in the constituent documentation.

Contract

It acts as one of the binding documents. The Law "On LLC" requires participants to conclude a written agreement on the establishment of the company. The document defines the procedure for joint work on the establishment of the enterprise, the amount of the authorized capital, the nominal value of the shares contributed by each participant. In addition, the contract formulates the terms, procedure and amount of their payment. This agreement does not act as founding document. The law on registration of LLC prescribes the mandatory registration with the established authority in the authorized body. Law of the Russian Federation on Ltd.

Members

As indicated by the Law "On LLC" (latest edition), legal entities and citizens can act as founders. Certain categories of individuals may be restricted or prohibited from participating in companies on the basis of regulatory documents. The territorial and state authorities cannot act as founders, unless otherwise provided by legal acts.The Law "On LLC" allows the participation of one entity in society. Another company, which consists of one person, cannot act as such a founder.

Number of participants

The Law "On LLC" sets a limit on the number of founders. It should not exceed 50. If the number of founders is greater than the established limit, the company must be transformed into an OJSC or production cooperative within a year. If this is not done, and the number of participants does not decrease to the above indicator, then the LLC must be liquidated at the request of the registering or other authorized body in a judicial proceeding. registration law ltd

Founders Rights

Members of the company may:

  1. To manage the company in the manner that establishes the Law of the Russian Federation "On LLC" and the charter.
  2. Receive information about the work of the company and get acquainted with accounting and other documentation.
  3. Participate in the distribution of income.
  4. To sell or in any other way to alienate its share or its part in the capital to one or several other founders or other persons in the manner prescribed by the charter and law.
  5. Get out of society.
  6. To receive a part (or value) of the property that remained after settlement with creditors during the liquidation of the LLC.

Additional legal options

They can be provided in accordance with the charter of the company by decision adopted unanimously at the meeting of the founders. Additional rights upon transfer of a share do not pass to its acquirer. Their restriction or termination is carried out in accordance with the decision adopted at the meeting by a majority of at least 2/3 of the total number of founders. Moreover, these actions will be considered legitimate if the participant who was granted these rights gave written consent or voted in favor of such a decision. Education Law Ltd.

Founders Responsibilities

Society members must:

  1. To pay shares in the capital on time, in the amount and manner provided for in the commented law and the agreement on the establishment of the LLC.
  2. Keep confidential information about the work of the company.

In addition to the above, the founders may have additional responsibilities. They are provided for in the charter or assigned by decision of the meeting to all. Additional duties may be charged to one founder. A majority of at least 2/3 of the total number of people should vote for this at the meeting. In this case, as with rights, a prerequisite applies. A participant who is entrusted with additional responsibilities must either give written consent to this or vote for it at the meeting.

Organ formation

Appointment / election of governing structures, creation of an audit commission or nomination of an auditor / auditor in the company is carried out at a meeting. Decisions must vote at least 2/3 of the total number of participants. In some cases, by the time of the meeting, the size of shares for each founder was not determined. In such a situation, participants have only one vote. ooo law latest revision

Charter

This document must include:

  1. The abbreviated and full name of the company.
  2. Information about the location of the company.
  3. Data on the competence and composition of management structures. This section, among other things, provides information on issues that relate exclusively to the powers of the meeting, on the procedure for approving decisions (unanimously and by majority).
  4. Information on the amount of capital.
  5. Obligations and rights of founders.
  6. Information on the exit procedure and the consequences of such a procedure, if this possibility is provided for in the charter.
  7. Information about the rules by which a share or part of it is transferred to another person.
  8. Data on the procedure for storing documentation and providing information by the company to its participants and other entities.
  9. Other information provided by law.

The statute may also contain other provisions that do not contradict regulatory acts. ltd

Registered capital

It is formed from the nominal value of the shares contributed by the participants. The capital of the company should be at least 10 thousand rubles. It determines the minimum size of the company’s property, guaranteeing the interests of creditors. The nominal value and the amount of capital are determined in rubles. The share of the participant is established in the form of a fraction or percent. Its size corresponds to the relationship between its face value and the amount of capital of the company.

Payment of shares

It can be produced by securities, money, other material values, property or other rights having a value indicator. The monetary valuation of material assets contributed as payment for shares in the capital is approved by decision of the meeting adopted unanimously. In cases where the nominal value or its increase for the share contributed in non-monetary form is more than 20 thousand rubles, its determination is carried out by an independent appraiser, unless otherwise provided by law.

The payment procedure for the establishment of the company

Each participant must contribute their share in full. The payment term is set in the agreement on the establishment of the LLC or by decision (if it is adopted individually). At the same time, the period for entering the share cannot exceed a year from the date of registration of the company. Payment of shares is allowed at a price not less than the nominal value. Exemption from the obligation to contribute a share is not allowed. By the time of registration, the payment of capital should be made at least half. The contract for the establishment of an LLC may provide for the collection of a fine (forfeit, interest) for failure to fulfill the obligation to pay a share.


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