Personal composition of governing bodies. The structure and composition of the management bodies of the Client of JSC JSCB "Probusinessbank" - Document. Management bodies of legal entities

A limited liability company is a legal entity organized by one or more founders. Its authorized capital consists of the shares of the founders, which is recorded in the documentation. The legislation regulates the procedure for the creation and management of a society.

Basic governing body of LLC for most legal entities of the presented type, it is often limited to two positions. This is the general director and chief accountant of the company. But the overall structure looks much more extensive. The governing bodies are appointed or elected at the institution. Their structure is indicated by legislation. We will talk about it later.

The structure of the governing bodies

When in the form of a limited liability company, there are certain requirements established by law. In addition to contributing their shares to the authorized capital, the founders are required to appoint or select the main bodies that will manage their enterprise.

Their structure is quite extensive, although in many societies it can be simplified.

The governing bodies of the LLC are the following structural entities:

First of all, the participants (or one founder, if only his funds were used to form the authorized capital) exercise control over their organization.
In addition to founders, experienced specialists are hired for managerial positions. If there are several of them, they form the board of directors (supervisory board). In some enterprises, these positions may be abolished. They are optional.
Another governing body is the collegial board.
To exercise control over the rest of the managers, the founders of the company can resort to the services of an auditor or auditor.

You should learn more about each of these structural divisions. Each of them plays a role in the implementation of the effective operation of the company.

General meeting of founders

Meeting of founders. Each participant who has contributed his share in the authorized capital of the enterprise has the right to make decisions on the directions of his company. If there are several founders, they meet at regular intervals to decide the main issues regarding the functioning of their organization.

Such fees may be regular or extraordinary. Each founder has the right to vote, the weight of which is determined by the size of the share contributed by him in the process of founding the company.

The main document governing the meetings of founders is the charter. It defines the competence of this body, as well as other structural divisions.

Competence of the meeting of founders

The supreme governing body of LLC has a number of rights that fall within their exclusive competence. First of all, this includes questions about the main direction of the company's functioning, decision-making on association or participation with other organizations.

The meeting of the founders of the company can also change the provisions of the articles of association, including the structure of the company's balance sheet. They amend the contract for the establishment of the organization. This body appoints executives who will exercise control over the rest of the company staff.

The Board of Founders elects and terminates the work of the auditor and auditor, approves the information provided in the annual accounts. Based on these data, based on the results of the reporting period, a decision is made on the distribution of net profit.

The supreme governing body regulates the internal matters of their company. He can place bonds and other securities.

If necessary, the board of founders has the right to reorganize or liquidate its company, appoint members of the liquidation commission, and also approve financial matters in these conditions.

Management structure of LLC includes such a unit as the board of directors. The founders, when creating the charter, form it. This document also stipulates the procedure for appointing performers to the position presented.

The founders stipulate the terms of reference and the procedure for the supervisory board. The main ones are making decisions on the future direction of the company's work, adopting and approving internal documents, concluding transactions in which the company entrusted to them is interested by law.

Also, the supervisory board organizes a regular or extraordinary meeting, decides on its holding and the convocation of participants. The board of directors prepares documentation that is provided to the founders. At the meeting, this body can participate in the discussion of major issues with an advisory vote.

Such governing body of LLC, as a board of directors, has a number of powers. In addition to the rights listed above, he can form executive bodies, as well as early terminate their activities. Also, the supervisory board determines their powers. He assigns the amount of remuneration to the sole executive, collegial managers.

The board of directors can decide on mergers with other commercial organizations. He also has the right to create branches, representative offices.

In addition, the supervisory board appoints an audit, approving candidates of their choice for the main positions. He approves the amount of their remuneration for the rendered audit services.

Executive agency

Collegial management body in LLC represented by directors and board. But the current activities of the company can also be managed by a sole contractor. This body is accountable to the meeting of the founders and the supervisory board. The sole executive can be the president, CEO, or other executive. He is elected at a general meeting. The duration of his powers is stipulated by the charter.

An agreement is concluded between the company and the person carrying out sole executive activity. For a collegial body, the constituent council also establishes their powers, quantitative composition. For this, internal documents are also issued.

The collegial body can only be composed of individuals. They do not have to be the chairman of the collegial governing body is the sole executive. Sometimes these functions are delegated to the manager.

Powers of the executive body

Responsibility of LLC governing bodies regulated by the charter and internal documentation. a number of powers are imputed. Since collegial managers are headed by a chairman, he has a number of special powers.

The sole executor can represent the interests of the society without a power of attorney, act on his behalf and make transactions. In addition, he gives powers of attorney for representative activities.

In the person of the chairman, the director can issue orders related to the appointment of various employees. He also decides questions about their transfer, dismissal. The Sole Executor may take action to impose disciplinary action or rewards.

Auditor and auditor

Supervising governing body of LLC, who is called the auditor or auditor, is elected at the meeting of the founders. The number of its members is determined by the charter. This body can carry out financial and economic audits at any time, has access to the relevant documentation.

The auditor necessarily checks the annual reports, balance sheets before approval at the general meeting. The meeting of founders cannot accept such documents without an audit.

After considering each governing body of LLC, one can understand their area of expertise. The structure in each company can be simplified, but in its entirety it includes all the services listed above.

The management structure of an LLC is built depending on several factors - the number of participants, the amount of their contribution to the authorized capital, the scope of activity, the amount of staff. We will tell you more about the forms of management of an LLC enterprise in this article.

When opening an LLC, the charter of the organization must be adopted. Registration of a legal entity is impossible without this document. It is in the charter that the management structure of the LLC is prescribed. Changes in the number of participants or the need to correct some aspects of the charter may be amended, including those related to governance.

In order to correctly form the charter of an LLC and to write out all the features of the management structure without errors, we advise you to seek help from professionals. Employees of the Glavbuh Assistant service will help resolve documentary issues and take over the communication with the tax authorities.

Management structure of LLC

By creating a limited liability company, the participants invest their shares in the common founding capital. The number of founders is not limited by law. All aspects of the creation and management of an LLC are regulated by Art. 32 of Federal Law No. 14-FZ of 8.02.1998 (revised on 23.04.2018) and Art. 65.3 of Federal Law No. 51-FZ of 30.11.1994 (revised on 3.08.2018).

According to these regulations, the founders must not only contribute their shares in the total capital, but also develop a charter and in it appoint or elect the governing bodies of the LLC. The structure of the economic community assumes several management options - there are complex and simplified schemes.

The management bodies of an LLC can be both collegial structures and a sole manager:

The general meeting of participants (founders) is the supreme governing body of the LLC, which meets regularly to resolve major strategic, financial and economic issues.
The Supervisory Board (Board of Directors) is a parallel control body authorized to manage the company on a continuous basis and manage the current economic activities.
The executive bodies of an LLC are one or several managers of the company who are engaged in operational management, solving day-to-day, current and planned tasks.
Audit or revision commission - the management body of the LLC, elected by the general meeting of participants, performs the functions of control and verification of the financial and economic activities of the company.

Functions and competences of the management bodies of LLC

The charter of an LLC should clearly state the management scheme of the LLC, indicating the competence and tasks of each of the structures. For example, a control system can be formed as follows:

The most important decisions on company management are made by the general meeting of the founders. If the number of members of the LLC is large, the charter may establish the necessary quorum for the recognition of decisions as authoritative.
Often it is impossible and impractical to hold a general meeting to manage the company, so the supervisory board deals with the day-to-day management. The functions and composition of the supervisory board as an operational management body of an LLC are prescribed in the charter.
The mechanism for creating a supervisory board should also be spelled out in the charter. The board of directors may consist of elected and appointed managers, exclusively from the members of the LLC, and also partially from hired specialists involved from the side.
Executive bodies, depending on the size of the company, can be represented by one or more managers who share the main levers of management of economic and financial activities. This category includes the sole executive body (director, president), deputies, commercial director, chief accountant, etc.
To regularly check the effectiveness and legality of the company's activities, an audit body can be formed or appointed - an audit commission or a sole auditor.

The structure of the management bodies of the LLC, the period of validity, composition, duties and rights of each of them are established by the charter of the organization. Sample charter can be downloaded

Detailed information on the powers and functions of each of the management bodies of the LLC is presented in the table

Government	Credentials	Creation mechanism	Control time
General meeting of participants	Solving all issues of planning, implementation and changes in the activities of the LLC. Appointment of executive bodies and restructuring of the company. Making decisions on reorganization, liquidation, sale of LLC. Appointment and dismissal of managers. The right to delegate management powers. Appointment and approval of auditing bodies and inspections.	Upon investment of shares in the total capital.	The founders of the LLC meet regularly, at least once a year. If necessary, an extraordinary meeting of participants can be called.
Supervisory Board	Competence and composition, according to the charter. The main powers include managing internal and external processes, organizing partnerships with contractors, developing long-term plans, preparing and creating internal documents, coordinating and conducting transactions, monitoring the work of executive bodies, solving current problems of all types of economic activities of the LLC.	Most often this is an electoral body, the term of validity is appointed in accordance with the charter. The chairman is elected by a majority vote of the council members from among its members.	Meetings of the members of the board of directors are held regularly within the timeframes established by the charter. Usually - once a quarter, if necessary, an unscheduled meeting can be called to resolve urgent issues.
Executive bodies	One or more executives dealing with the day-to-day management of the company. The responsibility and powers of the director and his assistants are determined by the charter of the LLC. The director has the right to represent the interests and act on behalf of the organization in government, commercial and financial structures. Has the right to appoint employees to the position, make decisions on internal personnel changes, dismiss employees.	The sole executive body (director) can be elected from among the founders or accepted for the position as a hired specialist.	The term of work of the executive bodies is prescribed in the charter and is regulated by the conclusion of an employment contract, which at the end can be extended or interrupted ahead of time if there are legal grounds.
Audit body	The audit committee or auditor has the right and responsibility to audit the financial and economic activities of the company. The authority of the body is to study all documents and to check all the facts of the activities of the executive bodies, which are obliged to provide all the requested documents during the work of the commission. The annual reports and balance sheets of the company cannot be accepted without the conclusion of the audit commission (Article 47 of the Federal Law No. 14-FZ).	The number and composition of the audit commission are established by the charter of the LLC.	The term of validity of the audit committee is appointed by the general meeting. The composition of the commission can be re-approved at the annual general meeting or appointed for several years.

Management bodies of LLC with one founder

The main documents of an LLC are considered to be the Memorandum of Association, signed by all participants, and the charter. If the founder acts as one person, then the charter is the main constituent document. The management structure of a single-founder LLC is not much different from a multi-member organization.

If the company is created by one participant, he himself has the powers of the general meeting, that is, he has the right to appoint the executive, supervisory and audit governing bodies of the LLC, if necessary. The sole founder can himself perform the functions of the sole executive body, act as the owner and head of the company at the same time.

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In this order, state legal entities and private unitary enterprises arise. Permissive procedure (takes place when the consent of the competent authority of the state or public association is required for the emergence of a legal entity). In the permitting order, in particular, enterprises with foreign investments are created, which require licensing to carry out a type of activity. Explicitly normative procedure (permission for the creation of a legal entity is not required, the state authority checks whether the constituent documents comply with the law and whether the procedure for the formation of a legal entity has been followed). Business partnerships and societies, production cooperatives, public

The body of a legal entity is a person (group of persons) who develops, formulates and expresses its will.

According to the method of acquiring powers, the bodies of a legal entity can be divided into: elective (elected by the participants); appointed (appointed by the owner of the property of the legal entity).

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The highest governing body of the Organization is the General Meeting of its members, which is convened at least once a year. An extraordinary General Meeting may be convened at the request of at least 1/3 of the members of the organization, the Audit Commission or the Presidium. Members of the Organization are notified personally of the convocation of the General Meeting no later than 15 days before the date of the General Meeting.

General meeting:

Elects the President and Vice-President of the Organization, members of the Presidium, the Audit Commission (Inspector), in the number determined by the General Meeting, for a period of two years;
hears and approves the reports of the Presidium and the Audit Commission (Auditor);
approves the Charter of the Organization, as well as changes and additions to it;
makes a decision on the reorganization and liquidation of the Organization;
determines the size of membership and entrance fees;
defines and approves the main directions of the Organization's activities;
resolves other important issues proposed for consideration.

The general meeting is competent if more than half of the members of the Organization are present at it. Decisions are taken by a simple majority of votes from the members of the Organization present. The form of voting (open or secret) is determined by the General Meeting.

In the absence of a quorum, the General Meeting may be postponed for up to 15 days. A repeated meeting is competent if more than 1/2 of the members of the Organization are present at it.

Decisions on the approval of the Charter, amendments and additions to it, on the reorganization and liquidation of the Organization, determination and approval of the main activities of the Organization are made by a qualified majority (75%) of the members present at the General Meeting.

In the period between General Meetings, the Presidium is the permanent governing body of the Organization. The President and the Vice-President are ex-officio members of the Presidium. The President is in charge of the work of the Presidium.

Presidium:

Accepts members of the Organization and excludes from members of the Organization;
maintains lists of members of the Organization;
monitors the implementation of decisions of the General Meeting;
considers and approves the cost estimate of the Organization;
prepares questions for discussion at the General Meeting of the Organization;
makes decisions on the establishment of economic organizations, commercial and other enterprises that ensure the implementation of the goals of the Organization, approves their constituent documents;
makes decisions on participation and forms of participation in the activities of other public associations;
decides on the acquisition of shares (stocks) of business entities, as well as on the establishment, together with other persons, of enterprises and organizations;
establishes the procedure for the payment of membership and admission fees;
annually informs the body that makes the decision on the registration of public associations, about the continuation of its activities, indicating the location of the Presidium and data on the heads of the Organization;
considers and decides other issues that are not within the competence of the General Meeting.

Meetings of the Presidium are held as needed, but at least once a quarter. Meetings are considered competent if more than half of the total number of members of the Presidium participates in them. The date of the meeting of the Presidium and the agenda of all members of the Presidium are personally notified by one of the members of the Presidium. Decisions are taken by an open vote by a simple majority of votes of the members of the Presidium present at the meeting. The meetings of the Presidium are chaired by the President, and in his absence - by the Vice President or one of the members of the Presidium.

The minutes of the meetings of the Presidium are kept by one of the members of the Presidium.

The president:

Supervises the activities of the Presidium, signs decisions made by the Presidium;
manages the activities of the Organization, including making operational decisions on the daily activities of the Organization;
signs the constituent documents of the business entities created by the Organization;
represents the Organization without a power of attorney in relations with state, public, religious and other organizations in the Russian Federation and abroad;
manages the property of the Organization;
carries out the hiring and dismissal of full-time employees, including the chief accountant;
encourages full-time employees for active work, imposes penalties on them in the manner prescribed by law;
approves the staffing table of the apparatus and establishes the payroll for the staff of the Organization within the limits of the amounts approved by the Presidium;
carries out other executive and administrative functions.

The President of the Organization issues orders and orders.

The President of the Organization has the right to sign bank documents.

The Vice President leads the lines of work in accordance with the distribution of responsibilities approved by the Presidium. In the absence of the President, performs his functions. The President is considered absent if he is unable to fulfill his duties for health reasons or as a result of being on vacation, business trip, etc. The decision to entrust the execution of the duties of the President to the Vice President is formalized by the decision of the Presidium.

If it is impossible to issue such an order, the Vice-President has the right to independently decide on the assumption of the duties of the President during his absence.

The President, Vice President and Presidium members perform their duties free of charge.

The Audit Commission of the Organization (Auditor) is elected by the General Meeting for a period of two years. The quantitative composition of the control and audit body: collegial, audit commission or sole. The auditor determines the General Meeting.

Auditing Commission (Inspector):

Carries out an audit of the financial and economic activities of the Presidium, the President, the staff of the Organization;
organizes an audit of the financial and economic activities of the Organization at least once a year;
if necessary, engages audit organizations in inspections.

Members of the Audit Commission (Auditor) can participate in meetings of the Presidium with the right of an advisory vote.

Members of the Audit Commission (Auditor) cannot be members of the Presidium.

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Governing bodies- these include the highest governing bodies, general management of the corporation's activities - the general meeting of participants, the board of directors

Executive bodies manage the current activities of the corporation, there are 2 bodies: individual and collegial

Control bodies- these include the audit committee or auditor. Control bodies are created to conduct audits of the financial and economic activities of legal entities. Organs.

According to the composition of the bodies: individual (an individual who, on the basis of a law or a step-by-step document, can make a decision on issues within his competence) and collegiate (a group of persons has the right to draft a joint agreement and follow a certain procedure to make a decision on issues of his competence)

18. Models of corporation management on the example of business entities.

Management is the process of planning, directing, coordinating and controlling the actions of a legal entity. Faces

Each management model is characterized by a certain set of governing bodies.

On the example of LLC

First model:

General meeting of participants

Board of Directors

Collegial executive body

Single executive body

Second model:

General meeting of participants

Board of Directors

Sole executive body

Third model:

General meeting of participants

Sole executive body

- collegial executive body

Fourth model

General meeting of participants

- sole executive body

Management models in JSC

Similar models can be distinguished for JSCs with the only difference that the creation of a board of directors for large (no more than 50) is mandatory

Special control model:

New - the existence of several sole executive management bodies.

Creation of an BT by one person, in this case the sole founder performs the functions of the general meeting. He can appoint himself as the sole executive body. In this case, the employment contract is not concluded and the employment relationship is based on the decision of the sole founder to appoint himself as the sole executive body.

13. organization of a legal entity: concept, types, forms, main document, procedure, guarantees of creditors' rights.

14. Liquidation of a legal entity according to the rules of the Civil Code: types, grounds for compulsory liquidation, liquidation procedure.

Termination of an inactive legal entity.

16. The concept of the bodies of a legal entity. Types of organs. Their competence.

17. Classification of bodies of a legal entity.

18. Models of corporation management on the example of business companies.

19. General meeting of shareholders (participants): concept, types, competence, rules for holding (general characteristics).

20. Appealing the decisions of the general meeting of participants. Contested and void decisions.

21. Board of directors (supervisory board) of a business company.

22. Executive governing bodies of a business company. Types of executive bodies.

23. Responsibility of members of management bodies (Article 53.1 of the Civil Code of the Russian Federation).

24. The concept and functions of the authorized capital of corporations. Guarantee function of the authorized capital.

19. General meeting of shareholders (participants): concept, types, competence, rules for holding (general characteristics)

In most cases, the rights of shareholders to manage the company are exercised through a general meeting of shareholders.

General Meeting of Shareholders - form of management of a joint-stock company by its shareholders, which has the following features:

· The supreme governing body of the joint-stock company;

· The governing body of the board of directors (with a three-tier management structure) or executive management bodies (with a two-tier management structure), as well as its audit commission;

· Body of indirect management of the joint-stock company. The general meeting cannot under any circumstances perform the functions of direct management of a joint-stock company;

· The body through which the shareholders approve the long-term strategy of its development. These are shareholders who hold voting shares;

· Body of proprietary control over the joint stock company.

TO competence of the general meeting

TO The competence of the general meeting is a list of issues established by law, decisions on which this meeting has the right to take. Shareholders cannot, at their discretion, expand the list of issues submitted for resolution by the general meeting, in excess of that provided for by law.

The competence of the general meeting is divided into exclusive and alternative.

Exceptional competence - a list of issues that, according to the law, can be resolved only at the general meeting of shareholders and cannot be transferred for decision to the elective or executive bodies of the company.

Alternative competence - a list of issues that, according to the law, fall within the competence of the general meeting of shareholders, but their solution in accordance with the charter of the joint-stock company may be assigned to the elected or executive management bodies of the company.

The charter of a joint-stock company fixes a specific list of issues attributed by shareholders (founders) to the competence of the general meeting from the maximum (exclusive plus alternative competence) to the minimum (exclusive competence).

The boundaries of the competence of the general meeting are also determined by the fact that it cannot cancel or amend the decisions of other governing bodies of the joint-stock company. If an issue is simultaneously attributed to the competence of two governing bodies, then at first it is considered by a subordinate body, and the next governing body in turn considers the issue only if the first cannot make a decision on it. If one governing body has already made a decision on it, then the other is not entitled to consider it.

Annex 1

To the client's questionnaire when opening a current account with the Bank

The structure and composition of the management bodies of the Client JSCB "Probusinessbank"

1. Board of Directors (Supervisory Board)

Full name of members of the Board of Directors

Full name of members of the collegial executive body

3. Information on the composition of the supreme management body (general meeting of participants) *

		Share size (in%)





I confirm that the data on the composition of the company's participants given in this table correspond to the data entered in the Unified State Register of Legal Entities as of the date of filling out this Questionnaire.

* This section is to be completed only in case of opening a current account with a limited liability company.

4. In the case of the presence of the specified governing bodies for each of the members, it is required to fill out the following form **:

Position			Owned share
	Surname

	Surname
Date of Birth		Place of Birth
Passport data (Identity document data)	Document's name
	Series
	Number
	Place of issue
	date of issue
Residence address	The country
	Index			Frame
	Region			Structure
	Town			Apartment
	The street
	Phone fax

** When providing copies of passports of members of management bodies, certified by the signature of an authorized official (with a breakdown of the position and surname) and the seal of the organization, the above form is not filled out. If the passport data of the members of the limited liability company is available in the Charter, additional information about the members of the company (a copy of the passports or the above form) is not provided.

Date: "____" ___________ 20__

Supervisor
position	signature	FULL NAME.
Chief Accountant
	signature... an entrepreneur. (To be filled in By the client when opening an account) ... opening an account in Battery Mostransbank OJSC Favorable tariffs Recommendations ... faxes, information about bodies legal entity ( structure and personal compound organs management), information about the value ... Date of assignment of identification Document ... clients while providing city residents with business structures... about persons included in compound organs management Issuer Personal compound Of the Issuer's Board of Directors: ... Battery"Bank of Moscow" ( OJSC) (Lender) and OJSC"KOMKOR" (Borrower), Battery"Bank of Moscow" ( OJSC ... Quarterly report joint-stock commercial bank "chelindbank" (public joint-stock company) Report Name of the bank - Battery CHELINDBANK. ... clients which the Bank conducts jointly with clients-partners and government structures... corporate management OJSC « ... compound organs management credit institution - issuer Personal compound Advice... A, subsections, applications Document ... structure and competence organs management of the issuer 20 5.2. Information about the persons included in compound organs management... products. Personal compound board of directors... clients OJSC Russian Gems; OJSC... Nominal holder Battery"Lanta-Bank ...