Law No. 14-FZ "On Limited Liability Companies" (current version)

Law No. 14-FZ "On Limited Liability Companies" defines the legal status of a company, the obligations and rights of its participants, the rules for the creation, liquidation and reorganization. Features of the transformation, formation and termination of enterprises in the areas of investment, banking, private security, insurance and in the production of agricultural goods are also regulated by other industry regulations.

14- "About LLC" ("Guarantor")

In Art. 2 of the normative act under consideration, the main terms and definitions are given. An LLC is an economic enterprise formed by one or more entities, with an authorized capital divided into shares. Participants do not bear the risk of losses and do not repay the company's obligations related to its activities, within the value of their contributions. Entities must fully pay shares in equity. Participants who made only a partial investment are liable for the obligations of the enterprise jointly and severally within the value of the outstanding part of the deposit.

Company Features

Law No. 14-FZ "On Limited Liability Companies" provides that a firm must possess separate property, which is accounted for on an independent balance sheet. An enterprise may acquire and exercise on its own behalf non-property and property rights, be liable for its obligations, represent its interests in court as a defendant or plaintiff. A company may conduct any activity not prohibited by regulatory enactments and not contrary to the goals of its establishment established in the charter. Certain types of operations may only be performed with a license (permit).

Law No. 14-FZ "On Limited Liability Companies" establishes that an enterprise is considered to be formed from the date of its state registration in accordance with the rules provided for in existing regulatory acts. The company is created for an indefinite period, unless otherwise specified in the charter.

Individualization

Law No. 14- "On LLC" (the current version) requires the company to have a round seal with the company name in the official language of the state and indicating its location. A company may have letterhead and stamps with its name, emblem, trademark and other means of individualization.

In accordance with the Federal Law "On Limited Liability Companies", an enterprise must have a full and may have an abbreviated name. The title has certain requirements. In particular, the name must necessarily contain the phrase "limited liability", in an abridged version it is allowed to use the abbreviation. Other requirements for the title are determined by the provisions of the Civil Code.

Specifics of performance of obligations

In accordance with Federal Law No. 14, the company is responsible for its actions with all property belonging to it. The company does not fulfill the obligations of its participants. In the event of bankruptcy (insolvency) of a company through the fault of depositors or other persons entitled to give instructions binding on it or the ability to determine its actions, those responsible for the insufficiency of the property of the company shall be held subsidiary liable.

Representative offices and branches

According to the Federal Law "On Limited Liability Companies", an enterprise has the right to form separate divisions. Appropriate decisions are made at a meeting of participants. A resolution shall be deemed approved if it is supported by a majority (at least 2/3) of the total number of votes, unless a different number is specified in the charter.

Representative offices and branches are formed in compliance with the requirements stipulated by the 14 Federal Law "On Limited Liability Companies" and other regulatory acts, and abroad - the legal provisions of the state in the territory of which the units are formed, unless otherwise provided in international treaties.

These organizations do not act as legal entities. Their activities are carried out in accordance with the provisions approved by the main enterprise. The representative office of LLC is a unit that is located outside the location of the enterprise. It acts in the interests of the company and ensures their protection. The branch is a unit located outside the location of the LLC and performing all or part of its functions. These include representation. The appointment of the management of units is carried out by the company. To exercise the powers they are issued a power of attorney.

Affiliated companies

They have the rights of a legal entity and are formed both on the territory of the Russian Federation and beyond its borders. A company is considered a subsidiary if the main company has the ability to determine the decisions that it approves. Such a right may arise by virtue of a concluded contract, predominant participation in capital or for other reasons. A subsidiary is not liable for the obligations of the parent company . The main company may send binding instructions to it. Moreover, it shall be jointly and severally liable with it for transactions completed in the execution of these orders. If the subsidiary is insolvent due to the fault of the main enterprise, the latter provides for subsidiary liability for its debts if its property is not enough for this. Participants may demand compensation from the main company for losses incurred through its fault.

Affiliates

As them, Law No. 14-FZ "On Limited Liability Companies" (latest edition) recognizes companies whose authorized capital is more than 20% owned by the main company. The company that acquired the interest is required to disclose this. To do this, the information is published in an official publication containing data on state registration of legal entities. It is necessary to publish the relevant information as soon as possible after the transaction.

Members

They can be legal entities and citizens under the law No. 14-FZ "On limited liability companies". Individuals may be prohibited or restricted from participating. State bodies and local authorities are not entitled to join the LLC, unless otherwise provided by federal law. An enterprise may be established by one person. It thus becomes the only participant. A company can be formed by several persons. In the process of its activity, an enterprise may become a company with one participant. The maximum number of founders cannot be more than 50. If the number of participants exceeds the specified, the enterprise must be transformed into a production cooperative or an OJSC within a year. If this order is not executed, and the number of entities is not reduced, the company can be liquidated in a judicial proceeding in accordance with the requirement of the registering authority or other authorized bodies.

Member Rights

Federal Law "On Limited Liability Companies" (current edition) provides for the following legal possibilities:

1. To participate in the management of the current affairs of the enterprise in accordance with the rules provided for in the considered regulatory act and company charter.
2. Receive information about the activities of the company, study its accounting and other documentation.
3. Participate in the distribution of profits. According to 14- "About LLC" dividends are paid based on the results of the reporting period.
4. Sell ​​or otherwise alienate your share or its part in the capital to other participants or other persons.
5. To leave the company. This can be done by the participant's realization of his share (if this possibility is provided for in the charter) or by presenting a demand for the enterprise to acquire its contribution in the cases specified in the regulatory enactment.
6. Receive part of the property upon liquidation of the company. The participant has the right to acquire tangible assets remaining after settlements with creditors. Upon liquidation, in accordance with 14- "About LLC", an independent appraiser performs proper calculations. Instead of property, a participant has the right to demand its value.

Additional features

They may be provided for by the charter of the enterprise at the time of establishment or may be provided by decision of the meeting adopted unanimously. Additional rights when transferring a share of a participant or its part do not transfer to the acquirer. Their termination or restriction in respect of all participants shall be carried out on the basis of a decision adopted unanimously at the meeting, in respect of a particular subject - by a majority (at least 2/3) of all voters. In the latter case, the subject must give written consent or vote for the approval of the decision. A participant may refuse additional rights granted to him by sending a notification.

Responsibilities

In accordance with 14- "About LLC", the participants of the enterprise must:

1. Make payment of shares in the capital of the company in the amount, manner and terms determined by the regulatory enactment and constituent agreement.
2. Keep confidential information about the company.

Additional duties may be established in the charter of the enterprise at its establishment or be assigned to the subjects by decision of the meeting. If they are provided for a particular subject, when alienating its share or part thereof, they do not pass to the acquirer.

Company Establishment

Society formation is carried out in accordance with the decision of the meeting. If the founder is one, then it is accepted by him alone. The decision reflects the results of voting on issues related to the organization of the enterprise, the appointment / election of executive bodies, the formation of the audit commission, if these structures are mandatory or provided for in the charter.

When a company is established by one entity, the amount of capital, the term and procedure for its payment, the nominal value and the value of the share must be determined. Participants conclude a written agreement establishing the rules for conducting joint activities. The agreement also determines the amount, term for payment of shares.

Charter

It acts as the constituent document of the enterprise. The charter should indicate:

1. Name of the company (abbreviated and full).
2. Location data.
3. Information on the competence and composition of executive bodies, including on issues related to their exclusive jurisdiction, on the procedure for making decisions.
4. Data on the amount of capital.
5. Obligations and rights of participants.
6. Information on the rules and consequences of the withdrawal of entities from the company, if such an opportunity is provided.
7. Data on the procedure for transferring the entire share or its part to another person.
8. Rules for storing documentation and providing information to other entities.
9. Other relevant information.

Capital

It is formed from the nominal price of shares of participants. The amount of capital should be at least 10 thousand rubles. Its size, as well as the value of shares is determined in rubles. Capital determines the minimum amount of property that ensures the fulfillment of obligations to creditors. The value of the share of participants is determined in the form of a fraction or in percent. It should correspond to the ratio of its nominal value and the amount of capital. The charter may provide for a restriction on the maximum share. Its actual value should correspond to a part of the price of the net assets of the enterprise, proportional to the size of the contribution. Restrictions on the size of shares may be established for individual members of the company in the charter at the time of incorporation, as well as be included in the document, amended or deleted from it on the basis of a decision of the meeting adopted unanimously.