LLC registration provides undeniable advantages for creating a promising business. Participation in society does not give rise to liability with personal property, members are free to leave the organization and have a number of other rights necessary for a comfortable business.
The concept
A limited liability company is a commercial organization founded by one or more persons for profit. Capital consists of the nominal value of the shares of its members. Participants in a limited liability company, unlike other organizations, bear the risk of losses solely within their own deposits.
The advantages of membership in the LLC can also include the fact that this organization can independently establish its own structure and method of management. These provisions are governed by the charter. Participation in the LLC does not result in liability for the obligations of the company itself. The organization is private, and therefore should not disclose information regarding its activities.
The main drawback of such societies is that each member, upon withdrawal or expulsion, has the right to take his share of capital, which negatively affects the general financial situation.
LLC members
Interest holders of an organization can be not only individuals, but also legal entities, regardless of whether they are engaged in entrepreneurial activity. It is forbidden to be members of the company to state bodies and local self-government. An LLC may be established by one person or legal entity. In this case, this citizen or company is the only participant in a limited liability company. Another business organization, which consists of one member, cannot establish an LLC.
The number of participants in a limited liability company cannot be higher than 50 people and (or) legal entities. If there are more members, the organization must transform itself into a production cooperative or into an OJSC within one year.
Material basis
Shares of participants in a limited liability company form the authorized capital of the organization. Contributions of LLC members can be represented by both money and property. In the second case, the value of the contributed things is calculated with the help of an independent appraiser, and the resulting amount must comply with the requirements of the organization.
The legislation provides for a minimum authorized capital. This amount should not only be on the account of the LLC at the time of its registration, but also remain there during the entire existence of the company. This minimum can only be expressed in money, property contributions are only an addition.
| View | Minimum amount of capital (rubles) |
| Ordinary Society with GS | 10 000 |
| Medical / Other Insurance Companies | 60 000 / 120 000 000 |
| Vodka producers | 80 000 |
| The organizers of the games on the sweepstakes or the bookmaker | 100 000 000 |
| Banks | 300 000 000 |
Rights of LLC Participants
LLC participants have the rights defined by law:
- involvement in leadership, according to the Law and the charter of the organization;
- profit distribution;
- obtaining information related to the activities of the company (statistics, accounts, etc.);
- sale and disposal of its share in the total authorized capital in favor of another person;
- withdrawal from the organization by transferring or selling its part to the company in the manner prescribed by law, without the approval of other members;
- receipt of property in case of liquidation of the LLC after settlement with creditors.
If a person owns at least 10% of the total authorized capital, he may demand the exclusion of another member who does not fulfill his duties or impedes the organization.
The rights of participants in a limited liability company may be expanded, if this is provided for in the Charter. Nevertheless, this list cannot become smaller. Additional rights are individual: they are different for some members and do not transfer to another person along with the transfer of a share.
Participants Responsibilities
The obligations of LLC participants include:
- regularly carry deposits in the amounts prescribed by law, the charter or the decision of the meeting;
- Do not disseminate secret information about the organization.
This is the minimum list of responsibilities that participants in a limited liability company have. Additional requirements may be contained in the charter at the time of its adoption or be approved at the meeting. In addition, certain duties may be imposed on a particular person if he has given his consent, and two-thirds of the LLC members have voted for this decision. If the share is transferred to another person, these additional requirements are not assigned to him. Cancellation of obligations not stipulated by law is possible by unanimous vote at the meeting.
Termination of Membership in LLC
A participant’s voluntary withdrawal from a limited liability company is possible in two ways: by selling a share to another person or by transferring it to the organization itself. In the second case, compensation is paid to the former member of the LLC.
Participants in a limited liability company may also be excluded in court, but only if they flagrantly violate their duties or significantly impede the organization.
Founders of the organization
Individuals, regardless of where they live, and legal entities registered in any state, have the right to establish the described society. This rule does not apply to deputies, government officials and the military. The founders of the LLC are also its participants, so their number coincides with the possible number of members of the organization - from one to fifty.
Documents for creating a limited liability company
Registration of an LLC requires the following information and papers:
- Name of organization
- a document indicating the legal address with an index;
- authorized capital;
- forms of payment of the contribution: money, securities, property (if its value reaches 20 thousand rubles, it is also necessary to add an act of an independent appraiser), etc .;
- passport data, contact phone number and ID of the founders, manager and chief accountant;
- Name of the bank where the organization’s account will be opened.
If the participant is a legal entity, then the following additional information is required:
- photocopy of the certificate of appropriation of OGRN and tax registration;
- a copy of the charter, decisions on the creation and election of the head;
- passport data, contact phone number and identification number of the director and chief accountant;
- Bank details company.
Registration of a limited liability company
LLC registration is as follows:
- First you need to come up with a name for the LLC in Russian. In this case, you can also get a foreign and abbreviated name. The full name includes the type of organization. For example, the Milky Way Limited Liability Company.
- Registration of an LLC takes place exclusively with a legal address. At the same time, renting a room is optional - you can use the location of your home. A common practice is to purchase a legal address from other companies.
- Founders must identify primary and secondary activity codes.
- Within 4 months after registration, the authorized capital must be paid.
- Next, you need to choose the head of the organization, create a protocol of general fees or a decision made by the sole founder and prepare an institution agreement.
- It is necessary to write and confirm the charter of the LLC, as well as fill out an application for registration of the company.
- Then you need to pay the state fee and get an appropriate receipt.
- After a thorough check of all documents, they can be submitted to the registration authority at the place of the legal address of the company.
Founding document
The text of the charter is arbitrary, it may contain some features of the organization and activities of the company, additional duties and rights of members. Its norms are limited only by the legislation of the Russian Federation. Nevertheless, the following information should be indicated in it:
- LLC name;
- legal address;
- duties and rights of members of society;
- authorized capital;
- list of bodies, their composition and powers;
- order of exit and transfer of shares;
- ways to provide information on the activities of the LLC.
The participants of the limited liability company have the opportunity to amend the charter if 2/3 of the organization members voted for this decision at the meeting. AT constituent instrument You can restrict the right to exit and transfer shares in the capital to another person or organization.
Fees
Each member of the organization has the right to attend the training camp and vote on any issue. If there is only one participant in the LLC, it makes decisions independently. By law, each member of the organization has a number of votes commensurate with his share in the authorized capital, however, other details may be indicated in the constituent document.
The general meeting of participants in a limited liability company resolves the following issues:
- amendment of the provisions of the charter;
- determination of the main activities of the LLC;
- election of the head of the organization;
- approval of balance sheets;
- profit sharing;
- decision on liquidation of the company;
- adoption of documents regulating the activities of the LLC;
- participation in associations and associations.
The powers of the meeting may be expanded by the charter or decision of the participants.
Other controls
The form of leadership of a limited liability company is free. The most popular can be called the structure shown in the table.
| Title | Description |
| Director (President, etc.) | Manages the activities of the LLC. His competence includes everything that is not included in the authority of other posts. |
| Governing body | An optional collegial body sharing responsibilities with the director. |
| Supervisory Board | The situation is determined by the charter of a separate company. |
| The auditor | It is presented individually or in the form of a commission. Checks the company's activities and annual reports. Mandatory body if the LLC has more than 15 members. |
