Limited liability companies (LLC) are often found today throughout the country. What are organizations of this kind, how are they organized, and what are their goals? This article will deal with 14-ФЗ "On Limited Liability Companies". This law contains the answers to all the questions presented. The article will also consider the problem of a ban on participants leaving the LLC.
General characteristics of the law
Article 1 sets forth the main objectives of the presented regulatory act. So, 14-ФЗ is intended to regulate the processes of formation, reorganization and liquidation of LLCs. The law states that an organization with limited liability refers to a company that was created by a certain number of persons in order to make a profit. For this, the authorized capital of the company is divided into shares, the number of which corresponds to the number of participants. Representatives of the LLC are not liable for the obligations of the organization, but are liable for losses associated with the functioning of the company.
LLC has the ability to independently acquire and exercise a number of property or non-property rights. The company has civil duties and powers that do not contradict the law and organizational charter.
Information about LLC
According to article 4 of the considered normative act, the LLC must have its own name - full or abbreviated. Title requirements are established by law. One of the most important conditions here is the need to have a name only in Russian.
Article 5 refers to representative offices and branches that an LLC may have. According to the law, such branches are created only by decision of the general meeting of the organization. During the vote, at least two-thirds of the persons must express their consent. Heads of branches are appointed by the company itself, and they act in accordance with the principle of the power of attorney. It is also worth noting that neither representative offices nor branches can be legal entities.
Section 6 of the law refers to subsidiaries and affiliates of an LLC. The work of a subsidiary is determined by the main organization, which provides the relevant instructions. Moreover, such a society is not able to answer for the debts of the partnership. Dependent organizations also work according to instructions from above, but at the same time they have more than 20% of the amount of the authorized capital of the main LLC.
About organization members
The law states that LLC representatives can be both ordinary citizens and legal entities. At the same time, neither state bodies nor local authorities have the opportunity to join the organizations in question.
Society can be established by several or just one person. In this case, the sole founder may be another company of the economic type, which also consists of only one person. The maximum number of participants is set in the law - 50 people.
What rights do LLC representatives have? Here are some highlights:
- taking part in the distribution of existing profits;
- participation in the management of LLC affairs;
- obtaining information on the operation of the LLC;
- withdrawal from the company by issuing its share to this company (otherwise, a ban will be established on the withdrawal of the participant from the LLC)
- obtaining part of the organizational property in the event of the liquidation of the LLC and much more.
Obligations of representatives of limited liability companies are no less. They will be described later.
Participants Responsibilities
Article 9 No. 14-FZ deals with the functions that all LLC participants are required to implement. Here are some things to watch out for:
- Obligation to keep secret all the necessary information about the operation of the LLC, in relation to which the requirement of confidentiality has been established.
- The obligation to timely pay shares in the authorized capital of the company. The procedures, terms and sizes established by the requirements of the Federal Law must be followed.
- The obligation to give your share in case you need to leave the organization, as well as to draw up an application for secession from the LLC.
Thus, the law regulates only the most important functions of the organizations in question. The charter of an LLC may contain many other requirements, which, however, must strictly comply with the requirements of the law.
On the responsibility of the organization
What is LLC responsible for? The answer to this question is provided by Article 3 No. 14-FZ "On Limited Liability Companies".
According to the law, the organizations in question are required to be liable for a number of obligations that belong to them together with the property. Moreover, LLCs have the right not to be liable for the obligations of their representatives and participants. If the organization receives bankrupt status or simply becomes insolvent due to the fault of its participants, then the participants themselves will be assigned the responsibility of a subsidiary type. 
The same type of liability will apply if the company’s default was caused by unreasonable or dishonest actions of its representatives. It is in such situations that a ban on a participant’s exit from an LLC may be established. How to overcome this ban will be discussed in detail below.
On the ban on the withdrawal of a participant from the LLC
An organization with limited liability is built in such a way that all its functioning is possible only thanks to the competent and high-quality work of the respective contributing participants. The exit from the built-in system of some participant can serve either as a complete collapse of the organization, or as a source of a deep crisis. That is why the law regulates the basic guarantees of the LLC. What is worth paying attention to here?
As already noted when considering article 8 No. 14-FZ, LLC representatives still have the opportunity to leave the organization. A special application for withdrawal from the LLC must be made. It looks like this:
Moreover, such persons should be liable for possible losses, and therefore their responsibility is to transfer their share to the company. How the transfer of the share takes place will be described later.
Sale of part of the property to obtain the right to withdraw from the LLC
The sale of property shares is discussed in Article 93 of the Civil Code of the Russian Federation. So, an LLC is obliged to buy a share or a part of it, if required by the participant leaving the organization. In this case, the charter of the LLC should establish a ban on the alienation of a share of property by third parties. Such a norm is imperative, that is, regulation in the charter of the opposite will be insignificant.
It is worth noting that the restriction of the right to exit the membership of LLC is a kind of guarantee of economic stability in society. That is why such a rule is established in most organizations of the type in question.
Thus, for the implementation of a legal withdrawal from the LLC, it is necessary:
- Send an offer to all members of the organization with an offer to purchase a share. It is also possible to offer to sell the share to a third party, if such is permitted by the charter. If the participants agree to the proposal, then leaving the company becomes legal.
- If none of the representatives wanted to buy a stake, then the proposal is sent to the organization itself. In case of refusal, a demand for the purchase of a share is drawn up.
This algorithm is enshrined in law. The result of the execution of all the details is the payment of the actual value of the share.
Conclusion of a corporate agreement
The question of how to leave the membership of the LLC has always remained relevant in most of the organizations under consideration. The authorities of a society can come up with the most effective approach to solving this problem. Nevertheless, no matter how effective the complete ban on free exit is effective, the company itself may eventually have problems preserving the corresponding assets. That is why representatives of most of the companies under consideration increasingly began to turn to the conclusion of a special corporate agreement. 
This document spells out all the basic rights of participants in a company, conditions for abstaining from exercising rights, actions to acquire shares, alienation of shares, requirements for an application for withdrawal from an LLC, and more. Competent and consistent with the law formation of a corporate agreement should help in the fight against the problem of unplanned withdrawal of participants from the company.