Composition and functions of LLC participants. Founders of LLC minimum number of persons how many founders there should be What does a limited liability company do

• Who are the founders of LLC;
• What is the difference between a founder and a participant?
• Who can be the founder;
• Maximum number of LLC participants;
• What rights do participants have;
• What responsibilities does the participant have?
• Is it possible to exclude a participant from the composition?

Founders of LLC- individuals and legal entities who established a Limited Liability Company.

The concept of founders is applied at the time of establishment of the LLC. After registering an LLC, the concept of LLC Participants is applied.

The participants of an LLC can be both individuals and legal entities. Foreign citizens and legal entities can also be participants in a limited liability company.

Number of LLC participants

The maximum number of participants in a limited liability company can be no more than 50. An LLC can be founded by one person, who becomes its sole participant. The sole participant of an LLC cannot be another legal entity.

If the number of participants in an LLC during its activities exceeds the permissible value, then within a year such Company must transform (change its organizational and legal form) into an open joint-stock company or into a production cooperative.

Rights of LLC participants

LLC participants have the right:

• Participate in the management of the Company;
• Receive information about its activities, as well as get acquainted with accounting documentation;
• Take part in the distribution of profits according to their shares in the authorized capital of the LLC;
• Sell ​​or alienate your share or part thereof to members of the Company or third parties (unless this is prohibited by the Charter);
• Withdraw from the membership of the LLC by alienating your share to the Company (if such a possibility is provided for by the Charter);
• In case of liquidation, receive part of the property.

The above rights of the participant are described in Federal Law No. 14-FZ “On State Registration of Legal Entities and Individual Entrepreneurs”. In addition to these rights, the LLC Charter may provide for other rights. Expansion of the list of rights of a participant (participants) can be carried out by adoption of an appropriate Decision by the General Meeting of the Company (the decision must be made unanimously). Also, the decision of the General Meeting of the LLC may limit the additional rights of the participant (participants) (by at least 2/3 of the votes and provided that the participant who owns the additional rights voted for such a decision and gave written consent).

Responsibilities of LLC participants

LLC participants are obliged to:

• Pay for your shares in the authorized capital of the Company;
• Do not disclose information about the activities of the LLC.

As in the case of the rights of LLC participants, the list of responsibilities can also be expanded. Additional responsibilities may be specified in the Charter or adopted by a Decision of the General Meeting of Participants. If the decision of the General Meeting assigns additional responsibilities to a specific participant of the company, then it is valid only if the specified participant voted for such a decision and gave written consent. Removal of additional obligations occurs by adoption of a unanimous Decision by the General Meeting of the LLC.

Expulsion of a participant from the LLC

An LLC participant who grossly violates his duties or has a negative impact on the activities of the Company may be expelled from the list of participants in court. Members of the Company whose shares in the aggregate constitute at least 10% of the Authorized Capital may request exclusion from membership.

Withdrawal of a participant from the LLC

A participant in a limited liability company may withdraw from the membership by alienating his share to the Company, regardless of the consent of other participants or the Company. The possibility of withdrawal from the membership must be provided for in the LLC Charter. If the Articles of Association do not provide for the possibility of withdrawal, then such a possibility can be added to the Articles of Association by introducing appropriate amendments. These changes must be adopted by the General Meeting of Participants, and the decision to make changes must be made unanimously.

A participant’s withdrawal from the Company is not possible if, after his/her withdrawal, no participant remains in the Company. The withdrawal of a single participant from the Company is also not possible.

Almost any person can become a member of an LLC. However, you need to have an idea of ​​how to leave society, what share you can count on, how to deal with controversial issues, etc. Having this information will help you competently resolve issues within the company and avoid possible losses due to incompetence.

Who can be a participant?

Absolutely any person can be a member of an LLC. The rights of a participant directly depend on the share in. Also, a participant who has made a full contribution has the right to leave the LLC regardless of the time frame, and the opinion of the other participants will not matter.

Legislatively general number of participants LLC must be less than or equal to 50; exceeding this limit is unacceptable. If the total number of participants is 51 or more, and the company is not re-registered into some other form (for example, PJSC), then it will be liquidated through the court.

Local authorities and other government agencies do not have the right to become members of an LLC under any circumstances.

Rights and obligations of participants

According to Article 8 of Law No. 14-FZ, company participants have the following rights:

• participation in case administration;
• possession of all data on the activities of the LLC;
• full access to all documents;
• opportunity to participate in profit distribution;
• the right to a liquidation quota;
• regardless of the opinions of other participants, leave the LLC and receive a share of the property;
• the right to sell or assign your share of the management company;
• the right to participate in meetings, be elected to control bodies, etc.

Sometimes participants may have different rights assigned to them. This directly depends on whether they were initially provided for in the company’s charter. These rights do not replace those indicated above, but can only be an addition to the main list, and they are regulated using.

Additional rights may apply to all members of the company or to certain individuals. In this regard, participants in society have extremely unequal rights, including radically different rights from each other in terms of their total scope.

Also, the company can deprive or limit the rights of all participants in the company, but this must be done exclusively with a unanimous decision. To limit the rights of a particular participant, the latter must agree to this (orally or in writing), and at least two thirds of all other participants in the company must vote for it.

In addition to rights, there are also basic responsibilities(Article 9 of Law No. 14-FZ):

• make contributions to the management company;
• comply with requirements for non-disclosure of trade secrets;
• maintain confidentiality regarding classified information.

As in the case of rights, the company's charter may create additional obligations for participants. Naturally, they do not violate or replace the above legislative obligations.

Registration of LLC participants

To register a new member of the company, the investor must fill out an appropriate application to join the ranks of the company. This appeal will be reviewed by the remaining participants, and then a decision will be made on acceptance or refusal.

Regarding the composition of the appeal, we can highlight the following points that it should contain:

• desired share size;
• the amount that a new member will contribute to the total capital of the LLC.

It is also worth remembering that this capital changes its size (sometimes in quite large quantities) after the admission of new participants. Discussion of its size and growth is an issue that is almost constantly discussed at meetings, and this process is carried out exclusively in the presence of absolutely all other investors. A change in the authorized capital occurs with mandatory registration and notarization, which is the last process in accepting a new member into the ranks of the community.

Shares of company participants

There are three options for distributing the share of LLC participants:

1. After the participant leaves. If any participant leaves the company, his share must be distributed among the others within a year or transferred to a third party for redemption. The remaining amount in this option is divided among the participants according to their shares in the management company.
2. When introducing a new participant. When a new participant joins, the size of the authorized capital increases by the amount of the contribution made by this participant. However, the shares of participants are reduced by a certain percentage.
3. When one of the participants increases capital. Any of the company participants makes an additional contribution to the size of the capital, thus increasing their share. However, the share of the remaining LLC participants does not change, but the percentage of equity participation decreases.

In this process, participants do not need to carry out any other actions, since the general director plays a key role. He is also responsible for recording all changes.

Changing the composition of participants

Taking into account the provisions of Law No. 312-FZ, all transactions related to the alienation of a share or part thereof must be completed exclusively with notarization.

The main step when changing the composition of society is extract from the Unified State Register of Legal Entities. It should contain new information regarding the participants.

The preparation of documents for a notarial transaction is carried out by the relevant notary office. The process itself usually takes from 1 to 5 business days.

Sometimes the specified documents are not enough, since a considerable abundance of others is required. These include:

• copies of documents about the LLC;
• information about the composition of the company;
• documentation that confirms compliance with rights when acquiring a share;
• information about participants.

Copies of the following documents are also required:

• charter;
• constituent agreement;
• extracts from the Unified State Register of Legal Entities;
• passports of absolutely all participants at the moment;
• passports of persons purchasing a share in the management company.

This list of official papers is not final. In some cases, depending on the specifics of the procedure being carried out, an impressive additional package of documents may be required.

There are many firms that provide professional services in the field of changing the composition of participants and founders of an LLC. This is often useful, as it allows you to avoid wasting unnecessary nerves, time and, oddly enough, unplanned financial expenses. But the fact is that the process of changing the composition of participants is one of the most difficult (especially when it comes to changing founders). Therefore, without the necessary preparation, too many resources are often wasted, although many of them could be significantly reduced if one had the appropriate knowledge and experience.

The only member of the society

According to the law, situations are permissible when only one person can be a participant in an LLC.

In cases where there is only one participant in an LLC, he can be either a citizen of the Russian Federation or a foreigner.

When creating a company in such conditions, the following features exist:

• the creation of a legal entity, as well as related changes and appointments, are formalized not using protocols, but by the decision of this participant;
• there is no agreement on the foundation of the company;
• a single person can perform the duties of general director and accountant at the same time;
• a company with a single participant can be registered at the home address of the general director, and his term of office is unlimited.

When a member of an LLC is a single citizen, he cannot simply leave the structure. This can only be done by replacement. There are several options for this:

• sell your share to a third party, after which a new charter is subject to approval;
• a new person entering the LLC buys part of the share, after which the only participant leaves the company;
• the new LLC participant makes an additional contribution to the capital, thereby increasing it, after which the share of the original participant is completely transferred to him.

Withdrawal from the LLC

The main reasons for this are considered:

• poor relationships with other participants;
• the need to get rid of the LLC;
• desire to receive good compensation after leaving.

However, this can be done taking into account some nuances:

• there is more than one participant in the company;
• the charter does not prohibit the withdrawal of participants;
• All LLC documents are in perfect order.

If you follow all the nuances of this procedure, you should decide on the type of exit from society:

1. According to the statement. Following this method, you need to prepare a quit statement certified by a notary. This is a very simple way to leave an LLC, since all other difficulties will have to be resolved by the remaining founders and director.

Let's take a closer look at this process. First of all, an application is drawn up in the presence of a notary. You should have your passport and Taxpayer Identification Number with you, and it would also be a good idea to take an extract from the Unified State Register of Legal Entities to avoid possible errors during compilation. If the founder wishes to leave the company, he must also provide the statutory documents.

For foreign persons, all documents must be translated into Russian and notarized.

After all procedures, the application should be submitted to the director. Having received it, he collects a package of documents and submits it to the appropriate registration authority within 30 days. And after 90 days from the date of submission of the application, a settlement is made with the participant who left the LLC.

1. According to the share purchase and sale agreement. The sale of a share under such an agreement is feasible only if it is fully paid by the participant at the time of formation of the management company. If only part of the share is paid, then this same part is available for sale, the remaining part is divided between other founders or sold to a third party.

The only documents required will be those that are used when drawing up the purchase and sale agreement. However, it is worth remembering that the package of these documents is very extensive, and collecting it will take a lot of time and effort. But there is also a positive side to this process - the founder can sell his share by setting his own market price, and not a fixed one, as in the first case.

Alienation of share

This procedure occurs in several stages:

1. The first step is to make a decision on alienation.
2. Next you need to collect the following documents:

• passport;
• document on registration at the place of residence;
• statement;
• state registration certificate;
• tax registration certificate;
• constituent documentation;
• lease contract.

1. The next step is to draw up a purchase and sale agreement.
2. After all the above steps, you should have all documents certified by a notary.
3. After 5 working days, the notary will issue an updated charter marked by the Federal Tax Service and.

LLC Annual Meeting

At the annual meeting of company members, important issues about the activities and management of the company or organization are resolved. All participants have the right to attend, vote and make decisions. Conducting this meeting is mandatory, and it must be done at a minimum once a year.

The meeting of LLC participants is the main process described in Law No. 14-FZ. The clear procedure for its implementation is regulated by Article 37 of the same law. It is also permissible to convene meetings out of turn, but there must be sufficiently compelling reasons for these purposes.

A corresponding notice is sent to each participant 30 days in advance (Article 36 of the same law). It indicates the time, location, and gives a brief description of the issues that are to be considered during the meeting.

Before the start of the meeting, all participants must undergo special registration. This is required in order to officially confirm the presence of participants. The document contains:

• passport details;
• share volume;
• signature.

After all these actions, the general director opens the meeting and the discussion of all issues related to the society, company or organization begins. During the meeting, the secretary keeps a record of everything that happens, including the voting results. In some cases, a notary is invited to draw up a certificate of the event. This is very helpful in some situations, especially during legal proceedings for one reason or another. It is worth remembering that this is not the only reason why a society needs to have its meeting certified by a notary.

Holding an annual meeting of the company is a mandatory requirement for every company. If a participant has committed an illegal refusal or evasion from a meeting, he will be subject to fine(500-700 thousand rubles).

The most important point regarding LLC participants is the collection and availability of the necessary documentation. In controversial cases, in the absence of such, a very large amount of time and effort will be spent on restoring the papers. And in some cases the case may go to court. This is especially true for the distribution of shares when a participant leaves the company.

The main condition for carrying out economic activity in our country is the creation of an enterprise. At this stage, the issue of choosing a form of ownership for the business becomes important for every entrepreneur. Many of them stop at opening a limited liability company.

Who can be the Founder of an LLC

According to current legislation, participants (founders) of a limited liability company may be:

• adult, capable individuals - citizens of the Russian Federation;
• foreign citizens (including stateless persons);
• Russian and foreign legal entities.

Each set of founders has its own procedure for registering an enterprise and its own nuances:

• If the participants of a limited liability company are legal entities, they are obliged to notify the tax inspectorate of this fact within a month from the date of commencement of participation.
• If a foreign citizen is going to become a founder, then first he must receive all the necessary documents that allow him to stay and work in Russia. These documents include a visa and a work permit in the Russian Federation, which are issued by the migration department. All copies of identity cards must be translated into Russian and notarized.

The decision or agreement on establishment (depending on who is the participant - an individual individual or legal entities) determines the period during which the share in the company is paid. It cannot exceed one year from the date of state registration.

If this obligation is not fulfilled, the following sanctions apply:

• the unpaid share passes to the enterprise - in case of incomplete payment on time;
• fine (penalty), if provided for in the agreement on establishment;
• The founder has the right to vote at General Meetings of Participants in proportion to the paid share;
• Joint and several liability to the extent of the unpaid portion of capital.

Who cannot be the founder of an LLC

The legislation of the Russian Federation clearly establishes who cannot be among the founders of an LLC:

• Military personnel;
• Government officials;
• Deputies of the State Duma;
• Members of the Federation Council;
• Civil servants;
• Government bodies (except for cases provided for by law);
• Local governments (default).

Another business enterprise cannot be the sole founder if it consists of only one person.

Number of founders

A limited liability company can be established by one person. In this case, the LLC will have a single founder. It can be established by any number of individuals and legal entities, the number of which should not exceed 50.

If there are more participants, the enterprise is obliged to form an open joint-stock company or a production cooperative. If this norm is violated, forced liquidation is carried out on the basis of Art. 61 and 88 of the Civil Code of the Russian Federation. The initiative comes either from the Federal Tax Service or from local governments.

Sole member of the LLC

The legislation provides for the right of one person to be a founder. Subsequently, this will be the only participant in the LLC. The restriction is established only for a legal entity that has one participant. In this case, he is prohibited from establishing an LLC on his own. There are no restrictions regarding individuals. The sole founder can be either a capable citizen of Russia or a foreign person.

The features of establishing a sole proprietorship LLC are as follows:

• Creation of a legal entity, changes, all appointments, etc. are formalized not by Protocols, but by the Decision of a single participant.
• There is no Agreement on the establishment of the Company.
• One founder has the right to simultaneously serve as chief accountant.
• An LLC with one founder can be registered at the home address of the general director. The term of office of the director is established as unlimited.

The sole participant of the Company cannot leave the enterprise. If it is necessary to replace it, this happens in one of the following ways:

• Alienation of a share through a purchase and sale transaction, after which the legal entity is re-registered: changes are made to the charter, which are approved by the tax office.
• Introduction of a new person who buys part of his share from the only participant, after which the latter leaves the Company.
• , after which a new participant is introduced with an additional contribution, to whom 100% of the part is transferred.

The sale of a share with a single participant occurs through a purchase and sale agreement, which is certified by a notary. Then a General Director is appointed, who makes changes to the constituent documents. An application in the established form is submitted to the State Registrar, changes are made to the Unified State Register of Legal Entities.

Two founders

If an LLC has two founders, then the Charter of the legal entity clearly defines the procedure for their interaction. The document specifies the possibility of free ownership, mechanisms, indicates the right of priority to buy out a part of the disposed share, describes the procedure for setting the price for the share, the possibility of alienating it to third parties, the terms and procedure for paying the cost.

New LLC member

A new participant can join the Society in two ways:

• Contribute to the authorized capital through the procedure for increasing it. In this case, the interested person submits an application for acceptance, which indicates the size of the contribution, the timing of its payment, and the size of the share of the authorized capital that the new LLC participant would like to have. Consent to admit a new participant by increasing the authorized capital is adopted unanimously by a decision of the General Meeting. At the same time, a decision is made to amend the constituent documents, which must be registered in the manner prescribed by law no later than six months.
• Buy out the share of a Company participant. The purchase and sale agreement must be notarized.

Founder's responsibility

The founder is liable for the obligations of the Company within the limits of the share in the authorized capital. There is an exception: if at the time of the start of the bankruptcy procedure the company does not have enough property to cover its debts, the founders may be subject to subsidiary liability.

Even if this clause is not specified in the company’s charter, the founders will be held liable along with the debtor. To do this, it is necessary to prove that the bankruptcy of the enterprise occurred as a result of their fault. Such actions include decisions that were inconsistent with:

• principles of reasonableness and good faith;
• provisions of the charter;
• legal norms.

As practice shows, it is not yet possible to impute subsidiary liability to the founders of an LLC.

Maximum number of LLC participants established at the legislative level (as well as the minimum). The article will consider the question of what is the maximum number of founders in a company, and what to do if the number of participants exceeds the maximum value.

The exact number of LLC participants, which should not exceed the limit established by law

In paragraph 1 of Art. 88 of the Civil Code of the Russian Federation establishes the maximum number of participants in a company. It cannot exceed 50 people. If the number of participants is more than one, then all issues of the company’s activities are resolved at the general meeting.

In an LLC, from 1 to 50 persons can simultaneously act as participants.

If the number of founders exceeds 50, then the organization must be transformed into a joint-stock company (JSC) within one year. If appropriate steps to change the organizational and legal form of the company are not taken within a year, the company will suffer the fate of liquidation through the courts.

The question arises: what to do if the number of participants in the company exceeds 50, if there is no desire to transfer the LLC to a JSC? How to resolve the situation will be discussed below.

What to do if the number of participants in a company exceeds the maximum?

When there are more than 50 participants in a company, and there is no desire to transfer the LLC to a JSC, it is necessary to look for other ways out of the situation. The only reasonable solution is to reduce the number of entities in the company. There are two ways – voluntary and forced. Compulsory is the most difficult because it is carried out through the courts.

The voluntary method is somewhat simpler, but sometimes it is not feasible, since the participants of the company do not always want to lose their status. The voluntary withdrawal of participants is carried out according to the algorithm contained in Art. 26 Federal Law “On Limited Liability Companies” dated 02/08/1998 No. 14-FZ.

1. A participant who wishes to leave the LLC transfers a share in the authorized capital to the company and sends a withdrawal application to the company, which is first certified by a notary.
2. Changes are registered by submitting an application to the Federal Tax Service in form 14001, a notarized copy of the participant’s withdrawal application, and the minutes of the general meeting, according to which the share of the retiring participant was redistributed.
3. After completing the registration procedure, changes are made to the Unified State Register of Legal Entities. Registration takes 5 days.

Thus, the number of founders of the company cannot exceed 50 individuals (or legal entities). If the number is exceeded, it is necessary to resolve the issue of transferring the LLC to a JSC, or resolve the issue of removing “extra” participants from the company.

Number of LLC participants

In the case where one person is a participant in an LLC, the activities of this LLC are completely controlled by this person. If there are several participants in the LLC, then some disagreements may arise. This is due to the fact that the highest governing body is the general meeting of participants. Only it can make decisions on a number of issues falling within the exclusive competence of the general meeting of LLC participants. And, as you know, as many participants as there can be, there can be as many opinions (this, of course, will not happen if there is only one participant in the LLC).

The current management of the LLC is carried out by the executive body (collegial or sole). In practice, the sole executive body of the company is most often the General Director. As a rule, in companies with one participant, the General Director of the company (sole executive body) is this same participant.

Authorized capital of LLC

The minimum amount of the authorized capital of an LLC, established by current legislation, is 10,000 (ten thousand) rubles. The authorized capital can be contributed both in cash (opening a savings account to pay for the authorized capital in a bank), and in property, property rights, or other rights that have a monetary value. When making a non-monetary contribution in an amount of more than 20,000 (twenty thousand) rubles, a conclusion from an independent appraiser is required.

Purpose of creating an LLC

LLC management bodies

Management of the current activities of the company is carried out by the sole executive body of the company (for example, the General Director) or the sole executive body of the company and the collegial executive body of the company (for example, director and directorate or board). The executive bodies of the company are accountable to the general meeting of the company's participants and the board of directors (supervisory board) of the company.

The company's charter may provide for the formation of a board of directors (supervisory board) of the company. The competence of the board of directors (supervisory board) of the company is determined by the company's charter in accordance with the federal law "On Limited Liability Companies".

The company's charter may provide for the formation of an audit commission (election of an auditor) of the company. In companies with more than fifteen participants, the formation of an audit commission (election of an auditor) of the company is mandatory. A person who is not a member of the company can also be a member of the audit commission (auditor) of the company.

LLC liability

In the event of insolvency (bankruptcy) of a company through the fault of its participants or through the fault of other persons who have the right to give instructions binding on the company or otherwise have the opportunity to determine its actions, these participants or other persons in the event of insufficient property of the company may be assigned subsidiary liability according to his obligations.

Founding documents of LLC

In addition, at present, when establishing a new Limited Liability Company, its founders sign an Agreement on the establishment of the company, which is not the constituent document of the company, but only determines the procedure for the founders to act, their rights and obligations when creating the company. The company's charter must indicate:

• full and abbreviated company name of the company;
• information about the location of the company;
• information on the composition and competence of the company's bodies, including on issues that constitute the exclusive competence of the general meeting of the company's participants, on the procedure for making decisions by the company's bodies, including on issues on which decisions are made unanimously or by a qualified majority of votes;
• information on the size of the company's authorized capital;
• rights and obligations of company participants;
• information on the procedure and consequences of the withdrawal of a company participant from the company (if the right of a participant to withdraw from the company is provided for by the charter);
• information on the procedure for transferring a share (part of a share) in the authorized capital of the company to another person;
• information on the procedure for storing company documents and on the procedure for the company providing information to company participants and other persons.

LLC conversion

Rights and obligations of LLC participants

• participate in managing the affairs of the company in the manner established by the Law and the constituent documents of the company;
• receive information about the activities of the company and get acquainted with its accounting books and other documentation in the manner established by its constituent documents;
• take part in the distribution of profits;
• sell or otherwise assign your share in the authorized capital of the company or part thereof to one or more participants of this company in the manner prescribed by the Law and the charter of the company;
• leave the society at any time, regardless of the consent of its other participants;
• receive, in the event of liquidation of the company, part of the property remaining after settlements with creditors, or its value. The charter of an LLC may also provide for other rights (additional rights) belonging to a member of the company.

• make contributions in the manner, in amounts, in composition and within the time limits provided for by the Law and the constituent documents of the company;
• not to disclose confidential information about the activities of the company.

The procedure for distributing profits in an LLC

Part of the company's profit intended for distribution among its participants is distributed in proportion to their shares in the authorized capital of the company.

The charter of the company upon its establishment or by introducing amendments to the charter of the company by decision of the general meeting of the company's participants, adopted unanimously by all the company's participants, may establish a different procedure for the distribution of profit between the company's participants. Amendments and exclusions of the provisions of the company's charter establishing such a procedure are carried out by decision of the general meeting of the company's participants, adopted unanimously by all the company's participants.

LLC Features