Additional liability company: characteristics

The Constitution enshrines the right to use their property and abilities freely for commercial and other activities permitted by law. This position is established in Art. 34 and acts as the basis for the legal status of participants in business entities. The activities of these enterprises are also regulated by the Civil Code of the Russian Federation. In accordance with the Code, citizens can form limited and additional liability companies. The latter acts as a type of LLC.

Additional liability company: characteristics

The official concept of such an enterprise is given in Art. 95 GK. An additional liability company is an association formed by one or more persons. ODO is distinguished by a number of features. These include the following:

1. Capital is divided into shares in the amounts determined by the Charter.
2. Company members are jointly and severally subsidiary liability for its obligations by its own property, a multiple of the value of its contributions.

As mentioned above, ODO is a type of LLC. In this regard, the legislation provides for the application to them of the rules relating to limited liability companies.

Specificity

A distinctive feature of the ODO is the nature of property liability for the debts of the enterprise. In some cases, equity is not enough to pay off obligations. In this case, personal property of members of the corporation may be attracted to meet the requirements of creditors. The amount of liability is limited. It concerns not all property, but only a part that is a multiple of the amount of the contribution made. From this follows another specific feature of the ODO. In the event of a bankruptcy of a participant, his responsibility for the obligations assumed between the others is also distributed in proportion to their contributions, unless otherwise provided by the Charter.

ODO features

An additional liability company acts as a commercial organization. It is based on pooling of capital. This (like a joint stock company) with an additional responsibility differs from business partnerships. ODO has legal capacity. It has the right to conclude transactions that are necessary for any activity not prohibited in the Federal Law.

Separate opportunities to perform certain actions are allowed only upon receipt of the appropriate license. A permit may provide for established activity as exceptional. In this case, the company can carry out only permissible activities, as well as related to them. An additional liability company is entitled to open bank accounts in Russia and abroad.

Individualization

According to Art. 87, paragraph 2 of the Civil Code, an additional liability company must have a company name. It must contain an indication of the legal category of the company. The constituent documents of companies with additional responsibility are acts that fix the main provisions regarding the activities of the enterprise, contain information by which it can be identified as a business entity.

The latter, in particular, include the full name, location, property status, internal relations and so on. Due to the large number of subjects of civil turnover, individualization of the company is of particular importance.In accordance with Art. 4 of the Law governing the LLC, the company must have an abbreviated and full name in Russian and may have it in other languages. There must be a round stamp in society. At the same time, ODO may also use trademarks, letterheads, stamps and other means of individualization.

Registered capital

It is formed from the nominal value of the contributions that the participants of the company make with additional responsibility. The size of the share is determined in the form of a fraction or percent. The value should correspond to the ratio of the authorized capital and the nominal value of the contribution. The minimum total asset is 10 thousand rubles. Contribution can be made both in cash, and property or property and other rights with a valuation. In case of transfer of a share, the amount of which is more than 20 thousand rubles, an independent assessment is necessary.

Asset Change

The increase or decrease in capital is carried out in accordance with the rules established by law. A change in assets up is carried out after their full payment in three ways:

1. Due to the existing property ODO. At the same time, the size of the shares remains the same, but their face value increases.
2. Due to additional contributions to the authorized capital. Funds may be contributed by all participants in relation to their shares. This, as in the previous case, will only lead to an increase in the nominal value while maintaining proportionality. Additional contributions can only be made by individual participants. In this case, there will be a change in the proportion. To complete this procedure, the consent of the other participants is not required, unless otherwise specified by the Charter.
3. Due to contributions from third parties accepted into the company. Such an increase in capital is allowed if it is not prohibited by the Charter, and is carried out with the unanimous decision of the participants.

Asset reduction can be performed in two ways:

1. Reducing the nominal value of deposits of all participants in relation to their size.
2. Repayment of shares.

Important point

Legislation provides for a number of obligations for ODOs related to capital reduction. In particular, the company should carry out such a procedure if:

1. During the year from the date of state registration, participants did not fully pay their deposits. In this case, capital is reduced to its actual value.
2. The net asset value is less than the statutory one from the second year of operation of the ODL

All known creditors of the company must be notified of a decrease in capital within 30 days from the date of the decision to do so.

Creating ODO

The formation of society can conditionally be divided into two stages: preparatory and direct registration. At the initial stage, a bank account is opened for making deposits in cash, constituent documents are developed and approved, executive or management bodies are elected, and a monetary valuation of the property is carried out. The first meeting addresses other issues related to the formation of the ODL. Decisions on the approval of the valuation of the contributed property, the company's charter are adopted unanimously. Other issues are considered in accordance with the laws and local acts of the corporation. After approval of the documentation, state registration of the company is carried out. The procedure is carried out by the authorized body at the location of the legal entity.

Additional liability company: constituent documents

Approval of title documents is carried out at the general meeting. The constituent documents of companies with additional liability are the Charter and the contract. The latter is intended to regulate the creation of a corporation and the relationships of its members during the period of activity.In the event of inconsistencies in the clauses of the contract and the Charter, the priority for both members of the corporation and third parties will have the content of the latter. Originals of documents are stored at the location of the executive body of the ODO or in another place as determined by the founders. Copies of securities may be issued to all members of the company.

Contract

It must comply with the general requirements established in the Civil Code, reflect the features that are provided by law for it as a constituent document. It defines:

1. The amount of capital and the size of the shares of each member of the corporation.
2. The number of participants in the company with additional responsibility.
3. The composition and size of contributions, the procedure and timing of their contributions.
4. Conditions profit distribution.
5. Responsibility of participants in the ODL.
6. The order of secession from the corporation.

The contract is valid from the date of its conclusion until the termination of the functioning of the ODO (liquidation).

Charter

This document should contain the following information:

1. Brand name (abbreviated and full).
2. Address of the location of the ODO.
3. The composition and competence of the bodies of society, including issues that are considered only at the general meeting, the procedure for making decisions, including on issues that are approved unanimously or by majority.
4. The size of the authorized asset.
5. The size and nominal value of deposits.
6. The order and consequences of withdrawal from the ODO.
7. Rules for storing documentation and providing information to interested parties, including corporation members.
8. Other information provided by law.

The document may contain other provisions that do not contradict regulations.