Before each beginning entrepreneur, the question arises of which organizational form to choose to start the activity, and often the choice falls on the legal entity. To do this, you can choose different options for companies, but the most frequently opened LLC. Each characteristic of the LLC, which allows us to evaluate the feasibility of forming a company in connection with the chosen direction of work, is carefully preliminarily studied.
LLC concept
A limited liability company (LLC) is a business company that can be opened by one entrepreneur or several persons. The authorized capital of the organization is divided into a certain number of parts, depending on the number of founders.
The organizational and economic characteristics of the LLC are several features:
- before the opening of the company, a charter is formed;
- charter capital is required, the minimum size of which for a standard company that does not need a license to work is 10 thousand rubles .;
- all founders are not liable for the debts of the company with their personal property, therefore, when a company is declared bankrupt, only the assets of the organization are sold;
- along with IP, the company can use simplified modes for calculating and paying taxes.
The above brief description of the LLC allows us to understand the main features of the work of such a company. It should be studied by every potential founder.
The main goal of the LLC is to make a profit, so a commercial organization always opens. A company can engage in any type of activity that is permitted in the Russian Federation, but for some areas a license or other types of permits are required.
This type of organizational form has certain features that must be studied in advance by each entrepreneur. It is advisable to compare the features of IP and LLC in advance in order to determine the profitability of opening a company.
Having studied the concept and main characteristics of an LLC, each entrepreneur or group of people who want to open their own business will be able to start work taking into account the many nuances.
Legal features
LLC is a type of legal entity, therefore the company is distinguished by organizational unity, and there are property rights to all property used during work. Companies are distinguished by their independent responsibility and, in cooperation with other organizations or government bodies, act on their own behalf.
Unlike private entrepreneurs, societies bear a more serious responsibility for various offenses, but their founders are not responsible for debts with personal property.
Place of registration
This characteristic of the organization of the LLC lies in the choice of office, shop or industrial premises for work. You can choose not only commercial real estate, but even an apartment located in a residential building. In the latter case, you need to re-register the object.
Documents confirming that the selected premises are the property of the company are not required. It is allowed to draw up a lease with the owner of the object, after which this address is indicated when registering the organization.
Using Important Attributes
This characteristic of LLC is the need to use specific elements during operation. These include:
- organization seal;
- company name;
- bank account required for settlements with counterparties and payment of taxes and fees;
- the presence of letterheads on which various orders or other significant acts are drawn up;
- statutory documentation containing basic information about the rules and directions of the company.
Based on the Federal Law No. 82, since 2015, LLCs may not use the seal during their activities, but usually companies need it to work with different counterparties.
Preemptive right to purchase shares
This organizational characteristic of an LLC is that if one of the founders decides to sell its share, then initially it offers it to other members of the company. This is due to their preemptive right to purchase.
A share is offered at the same price at which it will be sold to third parties, unless other company managers are interested in it. The transaction is by all means concluded through the execution of a contract of sale. This document is notarized.
The founder leaving the LLC receives a compensation payment equal to the value of his share in the authorized capital.
The need to report on performance to the tax office
This characteristic is similar to the features of other organizational forms of companies. She assumes that the company is obliged to perform certain actions before the Federal Tax Service:
- the choice of taxation regime, and LLC can focus not only on the general system, but even on the simplified tax system, subject to certain requirements;
- accounting, if OSNO is selected;
- annual, quarterly or monthly submission of reports on the results of work;
- compliance with cash discipline;
- transfer of taxes on profits or income.
If tax fees are not calculated correctly, they are not timely transferred or reporting is not submitted, then this is the basis for the calculation of significant fines by the Federal Tax Service. They are really significant for the company, so from the first days of opening it is required to invite a professional and experienced accountant to the staff.
Number of participants
Even one person can be engaged in opening a company, but if the number of founders exceeded 50, then in a short period of time the company should be transformed into an OJSC, and it is also allowed to choose a production cooperative.
This characteristic of the LLC is strictly controlled by employees of the Federal Tax Service, so if the number of participants exceeds the maximum limit, while the company continues to engage in core business, this becomes the reason for charging fines. Other measures of influence may also be applied, which include suspension of activity or forced transformation.
By default, each participant can easily leave the company, but some restrictions may be prescribed in the charter.
The possibility of opening branches or representative offices
This characteristic of LLC is especially important for large companies. They have the ability to open their branches in different cities, and each representative office has its own bank account and reports to the Federal Tax Service for howl work independently.
In this case, one should focus on articles of the Federal Law No. 14. Representative offices are opened only after the meeting of the founders, where a corresponding vote is held. Due to the formation of branches, the scope of the organization increases. They can be opened not only in Russian cities, but also in other states. In the latter case, the work of the representative office must be carried out according to the laws of another country.
Branches are subject to all licenses obtained by the company itself. Representative offices are not full-fledged legal entities; therefore, they lack certain rights and opportunities:
- do not have a unique legal status;
- cannot dispose of property;
- their rights are fully determined depending on the characteristics of the parent organization;
- society itself is responsible for the activities of branches.
Representative offices do not act as independent taxpayers, but under Art. 19 of the Tax Code, they transfer taxes at the location. The head is appointed by the founders of the company, after which he is given a notarized power of attorney.
Commitment relationship between founders
All activities of the company are conducted on the basis of relations between participants who have invested their shares in the company.
The rights and obligations of the founders are prescribed in the memorandum of association. This document must be signed by each participant. The contract expires only after the liquidation of the company.
This economic characteristic of LLC indicates that for all participants there are mandatory conditions and relationships that they must follow.
The need for a charter
This document is the main provision on the basis of which the company operates. The charter certainly contains many significant information, which includes:
- full and abbreviated name of the organization ;
- postal and legal address;
- Description of the governing bodies of the company;
- rights and obligations possessed by the participants of the enterprise;
- the procedure on the basis of which the founder has the opportunity to leave the company;
- the rules used when selling a share in the authorized capital to other participants or other persons.
Thus, the general characteristic of LLC includes many different features of the enterprise. It should be studied by every entrepreneur who has decided to start his own business. A company is a legal entity, the creation of which may involve a different number of founders. To open a company, it is required to form a charter capital and write a charter. An organization can act only on the basis of the rights and obligations of participants. After a thorough study of the features of the LLC, you can profitably work in the chosen business area.