45 FZ on limited liability companies. LLC Law with the latest amendments

Activities of organizations with limited liability It is regulated by a separate bill, Federal Law 14. Its provisions regulate the entire range of issues related to the foundation, operation, activities and abolition of LLC. To update the information, one should consider the changes that were introduced into the main document of the law.

The Federal Law “On Limited Liability Companies” was adopted in January 1998 and entered into force on March 1 of the same year. By the way, there is also FZ 208 on joint stock companies... You can study its provisions

Structurally, FZ 14 consists of several chapters that combine the following provisions:

general provisions and definitions;
the procedure for creating a limited liability organization under the law;
definition authorized capital and LLC property;
listing of participants and management system;
the order of reorganization and abolition of the organization.

Considering summary Federal Law on LLC, then the law implies a system of regulation of all issues related to the operation of such companies on the territory of the Russian Federation. The legal framework of Federal Law 14 takes into account the country's legislation and international agreements.

Recent changes in the Law on LLC

Since the entry into force of the Federal Law "On Limited Liability Companies" has undergone a number of changes. The last of them were introduced in 2016, many of them come into force in 2017. These changes include the following amendments:

from January 1 Federal Law 343 comes into force, changing the wording of the Law on LLC in Articles 40, 43, 45 and 46;
from July 1 amendments to article 31.1 come into force - the paragraph to the first paragraph and paragraph 6 to the article;
from 1 September 2017 the additions to Article 57 in the form of paragraphs 6 and 7 come into force.

For clarity, you should pay attention to the following articles:

Article 2 of Federal Law 14 contains general provisions on limited liability organizations. Last revised in 2015.

Article 3 FZ 14 regulates the responsibility of society. In 2016, it was supplemented with clause 3.1 on the consequences of excluding LLC from the Unified State Register of Legal Entities for non-operating legal entities. The changes took effect in June 2017.

Article 5. Federal law determines the possibility of creating branches of LLC. The latest changes were introduced in 2015 and affected the new wording of the fifth paragraph.

Article 7 of Federal Law 14 indicates the members of the community and those persons who may be them. The article has not changed since the initial edition.

Art 8 FZ 14 regulates the rights of members of the LLC. The last changes were made in 2015 and came into force on September 1, 2016. Clause 4 was added to them, indicating the possibility of protecting the rights of members of a limited liability company by an arbitration court.

Article 12. Federal law regulates the content of the organization's charter. A number of changes in the wording were made in 2015, the revision came into force in January 2016.

Article 14. The Federal Law on LLC contains provisions on the authorized capital. The amendments were made in 2008, after which the edition has not undergone any changes.

Article 17 Of the LLC Law indicates the procedure for increasing the authorized capital. In 2016, clause 3 was supplemented with a prescription that the decision of the sole participant of the organization to increase the authorized capital is confirmed by his notarized signature.

Art 19 FZ 14 regulates the contributions of participants and third parties to the authorized capital of the LLC. The last changes were made in 2015 and affected the wording - the words “ company charter"Supplemented by" approved by the founders (participants) of the company”. Clause 2.1 was supplemented with a paragraph regulating the procedure for actions in the notification of an increase in the authorized capital.

Article 21. Federal Law regulates the transfer of a share or part of it from one LLC participant to another. A number of amendments to the wording and clarifications were introduced in 2015, after which the edition has not changed.

Article 33 FZ 14 determines the competence of the general meeting of participants of the LLC. In 2015, the wording of subparagraph 2 of paragraph 2 on the procedure for approving and changing the charter was changed.

Article 45. Federal Law No. 14 defines an interest in transactions. The wording of this provision has not changed since the publication of Federal Law 14.

You can download the Federal Law “On Limited Liability Organizations” at this.

The federal law
"About Limited Liability Companies" (About LLC)
dated 08.02.1998 N 14-FZ

(adopted by the State Duma of the Federal Assembly of the Russian Federation on January 14, 1998)
(current edition)

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Note on the doc:

The beginning of the editorial office is 10/21/2009.

Expiration date of the edition - 31.12.2009.
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Attention! There is uncertainty about the effective date of the revision, associated with the first official publication of the changing document. The changes introduced by the Federal Law of 19.07.2009 N 205-FZ entered into force 90 days after the day of official publication, with the exception of the changes made to paragraph 3 of Article 8, Article 21, paragraph 3 of Article 22, Article 23, paragraph two clause 5 of article 31.1, clause 2 of article 33, paragraph two of clause 3 of article 43, which entered into force from the date of official publication (published in the "Collection of Legislation of the Russian Federation" - 20.07.2009, in "Rossiyskaya Gazeta" - 22.07.2009). For details, see Reference Information.

On the procedure for applying this document in connection with the entry into force of Federal Law No. 312-FZ of 30.12.2008, see Article 5 of the said Law.

The document is applied taking into account the provisions of the Federal Law of 27.10.2008 N 175-FZ (paragraph 2 of Article 11 of the Federal Law of 27.10.2008 N 175-FZ).

On the issue regarding the application of this document, see Resolution of the Plenary The Supreme Court RF N 90, Plenum of the Supreme Arbitration Court of the Russian Federation N 14 dated 09.12.1999.

Chapter I. GENERAL PROVISIONS

Article 1. Relations governed by this Federal Law

1. This Federal Law determines, in accordance with the Civil Code Russian Federation the legal status of a limited liability company, the rights and obligations of its participants, the procedure for the creation, reorganization and liquidation of the company.

2. The specifics of the legal status, the procedure for the creation, reorganization and liquidation of limited liability companies in the areas of banking, insurance and investment activities, as well as in the field of agricultural production are determined by federal laws.

Article 2. Basic provisions on limited liability companies

1. A limited liability company (hereinafter - the company) is recognized as established by one or more persons economical society, the authorized capital of which is divided into shares of the sizes determined by the constituent documents; members of the company are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of their contributions.
The members of the company who have made contributions to the charter capital of the company not in full are jointly and severally liable for its obligations within the value of the unpaid part of the contribution of each of the members of the company.

2. The company owns separate property, recorded on its independent balance sheet, can, on its own behalf, acquire and exercise property and personal non-property rights, bear obligations, be a plaintiff and defendant in court.
Society can have civil rights and bear civic obligations necessary to carry out any types of activity not prohibited by federal laws, if this does not contradict the subject matter and goals of the activity, specifically limited by the charter of the company.
Certain types of activities, the list of which is determined by federal law, can be carried out by a company only on the basis of a special permit (license). If the conditions for granting a special permit (license) to carry out a certain type of activity provide for the requirement to carry out such an activity as an exclusive one, the company, during the validity period of the special permit (license), is entitled to carry out only the types of activity provided for by the special permit (license) and related activities.

3. The company is considered to be created as a legal entity from the moment of its state registration in the manner prescribed by the federal law on state registration of legal entities.
The company is created without any time limit, unless otherwise provided by its charter.

4. The Company has the right to open bank accounts on the territory of the Russian Federation and abroad in accordance with the established procedure.

5. The company must have a round seal containing its full corporate name in Russian and an indication of the location of the company. The company seal may also contain the company name of the company in any language of the peoples of the Russian Federation and (or) a foreign language.
The company has the right to have stamps and letterheads with its own company name, its own logo, as well as a trademark registered in the prescribed manner and other means of individualization.

Article 3. Responsibility of society

1. The company is responsible for its obligations with all property belonging to it.

2. The company is not responsible for the obligations of its members.

3. In the event of the insolvency (bankruptcy) of the 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, the said participants or other persons may be assigned subsidiary liability for its obligations.

4. The Russian Federation, the constituent entities of the Russian Federation and municipal formations are not responsible for the obligations of the company, just as the company is not responsible for the obligations of the Russian Federation, the constituent entities of the Russian Federation and municipalities.

Article 4. Company name of the company and its location

1. The company must have a full and have the right to have an abbreviated corporate name in Russian. The Company also has the right to have a full and (or) abbreviated corporate name in the languages of the peoples of the Russian Federation and (or) foreign languages.
The full company name of the company in Russian must contain the full name of the company and the words "limited liability". The abbreviated company name of the company in Russian must contain the full or abbreviated name of the company and the words "limited liability" or the abbreviation LLC.
The company name of the company in Russian cannot contain other terms and abbreviations reflecting its organizational and legal form, including those borrowed from foreign languages unless otherwise provided by federal laws and other legal acts of the Russian Federation.

2. The location of the company is determined by the place of its state registration. (as amended by Federal Law of March 21, 2002 N 31-FZ)

3. Excluded. - Federal Law of March 21, 2002 N 31-FZ.

Article 5. Branches and representative offices of the company

1. The company may create branches and open representative offices by decision of the general meeting of the company's participants, adopted by a majority of at least two-thirds of the total votes of members of the company, if necessary more votes for making such a decision are not provided for by the charter of the company.
The creation of branches by the company and the opening of representative offices on the territory of the Russian Federation are carried out in compliance with the requirements of this Federal Law and other federal laws, and outside the territory of the Russian Federation also in accordance with the legislation of a foreign state on the territory of which branches are created or representative offices are opened, unless otherwise provided by international treaties of the Russian Federation.

2. A branch of a company is its separate subdivision located outside the location of the company and performing all of its functions or part of them, including the functions of representation.

3. A representative office of a company is its separate subdivision, located outside the location of the company, representing the interests of the company and protecting them.

4. The branch and representative office of the company are not legal entities and act on the basis of the regulations approved by the company. A branch and a representative office are endowed with property by the company that created them.
The heads of the branches and representative offices of the company are appointed by the company and act on the basis of its power of attorney.
Branches and representative offices of the company carry out their activities on behalf of the company that created them. The responsibility for the activities of the branch and representative office of the company is borne by the company that created them.

5. The charter of a company must contain information about its branches and representative offices. Messages about changes in the charter of the company, information about its branches and representative offices are submitted to the body that carries out state registration of legal entities. The specified changes in the charter of the company come into force for third parties from the moment of notification of such changes to the body that carries out state registration of legal entities.

Article 6. Subsidiaries and dependent companies

1. The Company may have subsidiaries and dependent business entities with the rights of a legal entity, established on the territory of the Russian Federation in accordance with this Federal Law and other federal laws, and outside the territory of the Russian Federation also in accordance with the legislation of a foreign state on the territory of which the subsidiary was created. or a dependent business entity, unless otherwise provided by international treaties of the Russian Federation.

2. A company is recognized as a subsidiary if another (main) business company or partnership, due to the prevailing participation in its authorized capital, or in accordance with an agreement concluded between them, or otherwise has the ability to determine the decisions made by such a company.

3. A subsidiary is not liable for the debts of the main business company (partnership).
The main business company (partnership), which has the right to give instructions to a subsidiary company that are binding on it, shall be liable jointly and severally with the subsidiary company for transactions concluded by the latter in pursuance of such instructions.
In the event of the insolvency (bankruptcy) of the subsidiary through the fault of the main business company (partnership), the latter bears subsidiary liability for its debts in case of insufficient property of the subsidiary.
Members of a subsidiary have the right to demand compensation from the main company (partnership) for losses caused through its fault to the subsidiary.

4. The company is recognized as dependent if the other (dominant, participating) business company has more than twenty percent of the authorized capital of the first company.
A company that has acquired more than twenty percent of the voting shares of a joint-stock company or more than twenty percent of the authorized capital of another limited liability company is obliged to immediately publish information about this in the press, which publishes data on the state registration of legal entities.

Article 7. Members of the company

1. Members of the society can be citizens and legal entities.
Federal law may prohibit or restrict the participation of certain categories of citizens in societies.

2. State bodies and bodies of local self-government shall not have the right to act as participants in societies, unless otherwise provided by federal law.
The company can be founded by one person who becomes its sole participant... The society can subsequently become a society with one participant.
The company cannot have another business company, consisting of one person, as the only participant.
The provisions of this Federal Law shall apply to companies with one participant insofar as this Federal Law does not provide otherwise and insofar as this does not contradict the essence of the respective relations.

3. The number of members of the company must not be more than fifty.
If the number of participants in the company exceeds the limit established by this paragraph, the company must be transformed into an open joint-stock company or a production cooperative within a year. If within the specified period the company is not reorganized and the number of participants in the company does not decrease to the limit established by this paragraph, it is subject to liquidation in judicial procedure at the request of the body carrying out state registration of legal entities, or other state bodies or local self-government bodies, to which the right to present such a request is granted by federal law.

Article 8. Rights of members of a company

1. Members of the company have the right:
participate in the management of the affairs of the company in the manner prescribed by this Federal 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 accordance with the procedure established by its constituent documents;
take part in the distribution of profits;
sell or otherwise cede his share in the authorized capital of the company or part of it to one or several members of this company in the manner prescribed by this Federal Law and the charter of the company;
leave the company at any time, regardless of the consent of its other participants;
to receive, in the event of liquidation of the company, a part of the property remaining after settlements with creditors, or its value.
Members of the company also have other rights provided for by this Federal Law.

2. In addition to the rights provided for by this Federal Law, the charter of a company may provide for other rights (additional rights) of a participant (participants) of a company. These rights may be provided for by the charter of the company at its foundation or granted to the participant (members) of the company by a decision of the general meeting of the company's participants, adopted unanimously by all members of the company.
Additional rights granted to a certain member of the company, in the event of alienation of his share (part of the share), do not transfer to the acquirer of the share (part of the share).
Termination or limitation of additional rights granted to all members of the company is carried out by decision of the general meeting of members of the company, adopted by all members of the company unanimously. Termination or restriction of additional rights granted to a certain company participant is carried out by a decision of the general meeting of company participants, adopted by a majority of at least two-thirds of votes of the total number of votes of the company participants, provided that the company participant who owns such additional rights voted for the adoption of such decisions or gave written consent.
A member of the company who has been granted additional rights may refuse to exercise the additional rights belonging to him by sending a written notification of this to the company. From the moment the company receives this notification, the additional rights of a company participant are terminated.

Article 9. Obligations of the members of the company

1. Members of the society are obliged:
to make contributions in the manner, in the amount, in the composition and within the terms provided for by this Federal Law and the constituent documents of the company;
not to disclose confidential information about the activities of the company.
The members of the company also bear other obligations stipulated by this Federal Law.

2. In addition to the obligations provided for by this Federal Law, the charter of the company may provide for other obligations (additional obligations) of the participant (members) of the company. These obligations may be provided for by the charter of the company at its foundation or assigned to all members of the company by decision of the general meeting of members of the company, adopted by all members of the company unanimously. The imposition of additional duties on a certain participant in the company is carried out by a decision of the general meeting of participants in the company, adopted by a majority of at least two-thirds of the votes of the total number of votes of the participants in the company, provided that the participant in the company, on whom such additional responsibilities are imposed, voted for such a decision or gave written agreement.
Additional obligations imposed on a certain member of the company, in the event of alienation of his share (part of the share), do not transfer to the acquirer of the share (part of the share).
Additional obligations may be terminated by the decision of the general meeting of the company's participants, adopted by all the company's participants unanimously.

Article 10. Exclusion of a member of a company from a company

The members of the company, whose shares in aggregate constitute at least ten percent of the authorized capital of the company, have the right to demand in court the exclusion from the company of a participant who grossly violates his obligations or by his actions (inaction) makes it impossible for the company to operate or significantly complicates it.

Chapter II. ESTABLISHMENT OF THE COMPANY

Article 11. Procedure for founding a company

1. The founders of the company conclude a memorandum of association and approve the charter of the company. The founding agreement and the charter of the company are the constituent documents of the company.
If the company is founded by one person, the charter approved by this person is the constituent document of the company. In the event of an increase in the number of participants in the company to two or more, a memorandum of association must be concluded between them.
The founders of the company elect (appoint) the executive bodies of the company, and also, in the event that non-monetary contributions are made to the charter capital of the company, they approve their monetary value.
The decision to approve the charter of the company, as well as the decision to approve the monetary value of the contributions made by the founders of the company, is taken by the founders unanimously. Other decisions are made by the founders of the company in the manner prescribed by this Federal Law and the constituent documents of the company.

2. The founders of the company shall be jointly and severally liable for the obligations associated with the foundation of the company and which arose before its state registration. The company is liable for the obligations of the founders of the company associated with its establishment, only if their actions are subsequently approved by the general meeting of the company's participants.

3. The specifics of the establishment of a company with the participation of foreign investors shall be determined by federal law.

Article 12. Constituent documents societies

1. In the memorandum of association, the founders of the company undertake to create the company and determine the procedure for joint activities for its creation. The constituent agreement also determines the composition of the founders (participants) of the company, the size of the charter capital of the company and the size of the share of each of the founders (participants) of the company, the size and composition of contributions, the procedure and terms for their introduction into the charter capital of the company during its establishment, the responsibility of the founders (participants) of the company. for violation of the obligation to make contributions, the conditions and procedure for the distribution of profits between the founders (participants) of the company, the composition of the company's bodies and the procedure for the withdrawal of the company's participants from the company.

2. The charter of a company must contain:
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 are 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 taken unanimously or by a qualified majority of votes;
information on the size of the authorized capital of the company;
information on the size and par value of the share of each participant in the company;
the rights and obligations of the members of the company;
information on the procedure and consequences of the withdrawal of a member of the company from the company;
information on the procedure for the transfer of a share (part of a share) in the authorized capital of the company to another person;
information on the procedure for keeping the company's documents and on the procedure for providing information by the company to members of the company and other persons;
other information provided for by this Federal Law.
The company's charter may also contain other provisions that do not contradict this Federal Law and other federal laws.

3. At the request of a member of the company, an auditor or any interested person, the company is obliged, within a reasonable time, to provide them with the opportunity to familiarize themselves with the constituent documents of the company, including amendments. The company is obliged, at the request of a member of the company, to provide him with copies of the current constituent agreement and the charter of the company. The fee charged by the community for the provision of copies cannot exceed the cost of making them.

4. Changes to the constituent documents of the company are made by decision of the general meeting of the company's participants.
Changes made to the constituent documents of a company are subject to state registration in the manner prescribed by Article 13 of this Federal Law for the registration of a company.
Changes made to the constituent documents of a company become effective for third parties from the moment of their state registration, and in the cases established by this Federal Law, from the moment of notification of the body carrying out state registration.

5. In the event of a discrepancy between the provisions of the memorandum of association and the provisions of the charter of the company, the provisions of the charter of the company shall prevail for third parties and participants in the company.

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

14-FZ "On LLC" ("Garant")

In Art. 2 of the regulatory act under consideration provides the main terms and definitions. As LLC acts business enterprise, formed by one or more entities, with the authorized capital divided into shares. Participants do not bear the risk of loss and do not repay the company's obligations related to its activities, within the framework of the value of their contributions. The subjects must pay in full for the shares in the capital. Participants who have 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 contribution.

Features of companies

Law No. 14-FZ "On Limited Liability Companies" stipulates that a firm must have separate property, which is recorded on an independent balance sheet. An enterprise can acquire and exercise on its own behalf non-property and property rights, be responsible for its obligations, represent its interests in court as a defendant or plaintiff. The company can conduct any activity that is not prohibited by regulatory enactments and does not contradict the goals of its creation, established in the charter. Certain types of operations are allowed to be performed only with a license (permit).

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

Customization

Law No. 14-FZ "On LLC" (current version) prescribes an enterprise to have a round stamp from official language state and indicating its location. The company may have letterheads and stamps with its name, emblem, trademark and others

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

Specificity of fulfillment of obligations

In accordance with Federal Law No. 14, the company is responsible for its actions with all the property belonging to it. The enterprise does not fulfill the obligations of its participants. In case of bankruptcy (insolvency) of a company through the fault of depositors or other persons who have the right to give instructions that are binding on it, or the ability to determine its actions, subsidiary liability is imposed on those guilty in the event of insufficiency of the company's property.

Representative offices and branches

According to the Federal Law "On Limited Liability Companies", an enterprise has the right to form separate subdivisions... The corresponding decisions are made at the meeting of the participants. A resolution is considered approved if it is supported by a majority (not less than 2/3) of the total number of votes, unless a different number is established in the charter.

The formation of representative offices and branches is carried out in compliance with the instructions provided by the 14th Federal Law "On Limited Liability Companies", and other regulations, and abroad - the legal provisions of the state on the territory of which the divisions 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 regulations approved by the main enterprise. A representative office of an LLC is a subdivision that is located outside the location of the enterprise. It acts in the best interests of the company and protects them. The branch is a subdivision located outside the location of the LLC and performing all or part of its functions. This includes the representation. The appointment of the management of the subdivisions is carried out by the company. To exercise their 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 abroad. A company is considered a subsidiary if the parent company has the ability to determine the decisions that it approves. Such a right may arise by virtue of the concluded agreement, prevailing participation in the capital or for other reasons. is not responsible for the obligations of the parent company. The main undertaking may issue instructions that are binding on it. At the same time, it is liable in solidarity with it on transactions made in the execution of these orders. In the event of the insolvency of a subsidiary company through the fault of the main enterprise, the latter is provided for on its debts, if its property was not sufficient for this. Participants can demand compensation from the main company for losses incurred through its fault.

Affiliated companies

As such, Law No. 14-FZ "On Limited Liability Companies" (latest edition) recognizes companies whose authorized capital is more than 20% owned by the parent company. The company that acquired the specified share is obliged to disclose information about this. For this, information is published in the official publication containing data on the state registration of legal entities. It is necessary to disclose the relevant information as soon as possible after the transaction.

Participants

According to Law No. 14-FZ "On Limited Liability Companies" they can be legal entities and citizens. Individual individuals may be prohibited or restricted from participating. Government agencies and local government structures do not have the right to join LLC, unless otherwise provided by federal legislation. An enterprise can be established by one person. It thus becomes the only participant. Several persons can form a company. In the course of its activity, an enterprise can become a society with one participant. The maximum number of founders cannot be more than 50. If the number of participants exceeds the specified one, within a year the enterprise must be transformed into or OJSC. If this order is not fulfilled, and the number of subjects is not reduced, the company may be liquidated in court in accordance with the request of the registering body or other authorized authorities.

Participant rights

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

Participate in the management of the current affairs of the enterprise according to the rules provided for in the regulatory act under consideration and the charter of the company.
Receive information about the activities of the company, study its accounting and other documentation.
Participate in the distribution of profits. According to 14-FZ "On LLC", dividends are paid based on the results of the reporting period.
Sell or otherwise alienate your share or part of it in the capital to other participants or other persons.
Leave the company. This can be done by the participant selling his share (if given opportunity stipulated in the charter) or the presentation of a requirement for the enterprise to acquire its contribution in the cases specified in the regulatory enactment.
Receive part of the property with the Participant has the right to purchase material values remaining after settlements with creditors. Upon liquidation, in accordance with 14-FZ "On LLC", an independent appraiser performs the proper calculations. In return for the property, the participant has the right to demand its value.

Additional features

They can be provided for by the charter of the enterprise at the time of establishment, or provided by the decision of the meeting, adopted unanimously. Additional rights in case of alienation of a participant's share or part thereof do not pass to the acquirer. Their termination or limitation in relation to all participants is carried out on the basis of a decision adopted unanimously at the meeting, in relation to a specific subject - by a majority (at least 2/3) of all voters. In the latter case, the subject must give written consent or vote to approve the resolution. The participant can waive the additional rights granted to him by sending a corresponding notification.

Responsibilities

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

Make payment for the shares in the capital of the company in the amount, procedure and terms determined by the normative act and the memorandum of association.
Maintain the confidentiality of information about the company's activities.

Additional obligations can be established in the charter of the enterprise at its establishment or assigned to subjects by decision of the meeting. If they are provided for a specific entity, when alienating his share or part of it, they do not pass to the acquirer.

Establishment of an enterprise

The formation of the society is carried out in accordance with the decision of the meeting. If there is only one founder, 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 founded by one entity, the amount of capital, the term and procedure for its payment, the nominal value and the size of the share must be determined. The participants conclude a written agreement, which sets out the rules for conducting joint activities. The agreement also determines the amount, the term for the payment of shares.

The charter

It acts as the constituent document of the enterprise. The charter must state:

Company name (abbreviated and full).
Location data.
Information on the competence and composition of executive bodies, including on issues related to their exclusive jurisdiction, on the procedure for making decisions.
Data on the amount of capital.
Obligations and rights of participants.
Information on the rules and consequences of the withdrawal of entities from the company, if such an opportunity is provided.
Data on the order of transfer of the whole share or part of it to another person.
Rules for storing documentation and providing information to other entities.
Other information of material importance.

Capital

It is formed from the nominal price of the participants' shares. The amount of capital must be at least 10 thousand rubles. Its size, as well as the value of the shares, is determined in rubles. Capital determines the minimum amount of property that ensures the fulfillment of obligations to creditors. The share of participants is determined as a fraction or as a percentage. It must correspond to the ratio of its nominal value and the amount of capital. The charter may provide for a limitation on the maximum amount of the share. Its actual value must correspond to the part of the price of the company's net assets, proportional to the size of the contribution. Limitations on the size of shares may be established for individual members of the company in the charter at the foundation, as well as introduced into the document, changed or excluded from it on the basis of a decision of the meeting adopted unanimously.

3.1. Exclusion of society from a single state register legal entities in the manner prescribed by the federal law on state registration of legal entities for inactive legal entities entails the consequences provided for by the Civil Code of the Russian Federation for the refusal of the main debtor to fulfill the obligation. In this case, if the failure to fulfill the company's obligations (including as a result of harm) is due to the fact that the persons specified in paragraphs 1 - 3 of Article 53.1 of the Civil Code of the Russian Federation acted in bad faith or unreasonably, at the request of the creditor, subsidiary responsibility for the obligations of this company.

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Determination of December 14, 2018 in case No. A56-59602 / 2012

Supreme Court of the Russian Federation

The application for bringing the company and the committee to subsidiary liability for the obligations of the debtor, the district court, guided by the provisions of paragraph 4 of Article 63 of the Civil Code of the Russian Federation, paragraph 3 of Article 3 of the Federal Law of 08.02.1998 No. 14-FZ "On Limited Liability Companies", proceeded from the fact that during the disputed period the norms of civil legislation and legislation ...

Resolution of October 3, 2018 in case No. А33-9285 / 2015

Third Arbitration Court of Appeal (3 ААС)

It is unable to satisfy the claims of creditors and fulfill public obligations due to a significant decrease in the volume of its assets under the influence of the controlling person. From the systemic interpretation of the second paragraph of paragraph 3 of Article 56 of the Civil Code of the Russian Federation, paragraph 3 of Article 3 of the Federal Law of 08.02.1998 No. 14-FZ "On Limited Liability Companies" and paragraph 4 of Art. ...

Resolution of September 26, 2018 in case No. A60-69986 / 2017

The upcoming exclusion from the Unified State Register of Legal Entities before the expiry of the term for the possible presentation of these requirements is not correct in view of the fact that from June 28, 2017, a rule appeared in paragraph 3. 1 of Article 3 of the Federal Law of 08.02.1998 No. 14-ФЗ "On Limited Liability Companies". There were no written responses to the case file on the appeal. Parties notified ...

Resolution of September 25, 2018 in case No. А60-49686 / 2015

Seventeenth Arbitration Court of Appeal (17 AAC)

The evidence in their totality in accordance with Article 71 of the Arbitration Procedure Code of the Russian Federation, having discussed the arguments of the complaints and responses to them, came to the following conclusions. In the second paragraph, clause 3 of Art. 56 of the Civil Code of the Russian Federation (as amended, in force during the disputed period) and clause 3 of Art. 3 of the Federal Law of 08.02.1998 No. 14-FZ "On Companies ...

Decision of September 21, 2018 in case No. A75-10664 / 2018

Arbitration Court of Khanty-Mansi Autonomous Okrug (AS of Khanty-Mansi Autonomous Okrug)

Your own business (creation of a legal entity, registration of an individual entrepreneurial activity, peasant farm), as well as the preparation of documents for the relevant state registration. In clause 2.1. 3 stipulates that the citizen undertakes to spend the received subsidy for the purposes stipulated by the business plan within 3 months from the date of its transfer. If it is impossible to spend the received subsidy in ...

Decision of 18 September 2018 in case No. А33-16563 / 2018

Arbitration Court of the Krasnoyarsk Territory (AS of the Krasnoyarsk Territory)

Monthly, in the order of advance payment on the 07th day of each current month, by transferring funds to the current account of the lessor on the basis of the invoices issued by the lessor (clause 3. 3. Of the contract). The case file also contains a copy of the surety agreement between PA "SEVERNAYA OTB" (lessor) and S.N. Kardash. (guarantor) dated 02/01/2014, according to which the guarantor ...

Judgment of September 6, 2018 in case No. А26-4007 / 2018

Arbitration Court of the Republic of Karelia (CA of the Republic of Karelia)

2736/2013 dated June 17, 2013 in the amount of 86,230 rubles. 54 cop., In connection with the failure to fulfill the obligation by the main debtor. The claims are substantiated by Article 3 of the Federal Law "On Limited Liability Companies", Articles 53.1, 399 of the Civil Code of the Russian Federation. The defendant, duly notified of the time and place of the preliminary court hearing, appears ...

Decision of September 6, 2018 in case No. A45-14893 / 2018

Arbitration Court of the Novosibirsk Region (CA of the Novosibirsk Region)

An inactive legal entity from the unified state register of legal entities does not prevent the prosecution of the persons specified in Article 53.1 of this Code. By virtue of clause 3

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The Federal Law on Limited Liability Companies, adopted in accordance with the Civil Code of the Russian Federation, defines a limited liability company as a business company established by one or more persons, the authorized capital of which is divided into shares of the size determined by the constituent documents; members of the company are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of their contributions.

Members of the society can be citizens and legal entities. State bodies and bodies of local self-government are not entitled to act as participants in societies, unless otherwise provided by federal law. The number of members of the company should not be more than fifty. Otherwise, the company must be transformed into an open joint stock company or a production cooperative.

Members of the company may have additional rights and bear additional obligations established by the charter of the company. The members of the company, whose shares in aggregate constitute at least ten percent of the authorized capital of the company, have the right to demand in court the exclusion from the company of a participant who grossly violates his obligations or by his actions (inaction) makes it impossible for the company to operate or significantly complicates it.

The company carries out its activities on the basis of the articles of association and charter. In the event of a discrepancy between the provisions of the memorandum of association and the provisions of the charter, the provisions of the charter shall prevail for third parties and members of the company. The size of the authorized capital of the company must be at least one hundred times the minimum wage. The charter of the company may limit the maximum size of the share of a participant in the company and the possibility of changing the ratio of the shares of the participants in the company. Such restrictions cannot be established in relation to individual members of the company, must be contained in the charter of the company and be adopted on general meeting members of the society unanimously.

This Federal Law on LLC comes into force on March 1, 1998. The constituent documents of limited liability companies (partnerships) created prior to the entry into force of this law shall be brought into conformity with the law no later than January 1, 1999. Limited liability companies (partnerships), the number of participants in which at the time of entry into force of this law exceeds fifty, must, before July 1, 1998, be transformed into joint stock companies or production cooperatives or reduce the number of participants to the limit established by this law. When such limited liability companies (partnerships) are transformed into joint stock companies, they may be transformed into closed joint stock companies without limiting the maximum number of shareholders of a closed joint stock company established by the Federal Law "On Joint Stock Companies". Moreover, the provisions of this law on the right of the company's creditors to early termination or fulfillment of the company's corresponding obligations and compensation for losses shall not apply to such a reorganization in a CJSC.

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