Limited liability company structure. What is LLC? Distinctive features and activities of LLC

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This mark is set May 14, 2011.

Limited Liability Company(common abbreviation - OOO) - established by one or more legal and / or individuals a business company, the authorized capital of which is divided into shares; 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 shares in the authorized capital of the company.

The economic meaning of a limited liability company

Society with limited liability along with other types of business entities, as well as business partnerships, production cooperatives, state and municipal unitary enterprises is a commercial organization, that is, an organization that pursues profit as the main goal of its activities and distributes the resulting profit among the participants.

Unlike state and municipal unitary enterprises, to whose property their founders have ownership or other property rights, limited liability companies (as well as other types of business companies, business partnerships and production cooperatives) are characterized by the fact that their participants have in relation to their rights of obligation.

In private economic practice, LLC is the most demanded organizational and legal form among commercial organizations.

At the same time, a limited liability company is characterized by the fact that the current (operational) management in the company (as opposed to partnerships) is transferred to the executive body, which is appointed by the founders either from among themselves or from among other persons. The members of the company retain the rights to strategic management society, which are carried out by them through periodic general meetings of participants. Unlike joint stock companies, the competence of the general meeting of participants in a limited liability company can be expanded at the discretion of the participants themselves; also, individual participants may be granted additional rights.

Unlike joint stock companies, the profit of a limited liability company can be divided between the members of the company not only in proportion to their shares in the authorized capital of the company, but also in a different way in accordance with the Charter of the company (if a different procedure is provided for by the Charter).

Unlike participants in a joint-stock company (shareholders), a participant in a limited liability company can not only sell (or otherwise cede) his share in the authorized capital of the company, but also leave the company, demanding payment of the value of a part of the property corresponding to his share in the authorized capital of the company. if it is provided by the Charter of the company. Members of a limited liability company, as well as the company itself, have the pre-emptive right to purchase the share of one of the participants, if he intends to sell his share to third parties. Also, the Charter of the company may provide for a prohibition on the alienation of the share of participants to third parties.

In Germany and Austria

The Limited Liability Company Act (GmbHG) in Germany came into force as early as 1892. Several reliefs were introduced in 2008.

Management and control bodies of limited liability companies

The current legislation provides for the possibility (but not mandatory) of the following structure of LLC bodies:

General Meeting of Participants (GMS)

The statutory competence of the GMS can be expanded within any limits established by the founders / participants in the charter of the LLC.

At the same time, a unique feature of an LLC is the ability to provide by the Charter that the participants, when voting on the GMS, will have a number of votes disproportionate to the size of their shares in the authorized capital of the LLC, that is, regardless of the size of their shares in the authorized capital of the LLC (paragraph 5, paragraph 1 of Art. 32 of the Law on Limited Liability Companies). In other cases, the number of votes of participants is proportional to the size of their shares in the authorized capital.

Board of Directors (Supervisory Board)

The competence of the Board of Directors stipulated in the legislation is recommended for this governing body and can also be expanded within any limits established by the founders / participants in the charter of the LLC.

Due to the almost complete absence in the law of any restrictions with respect to the Board of Directors, the procedure for creating and carrying out the activities of this governing body depends entirely on the content of the charter of each LLC, as well as internal documents approved by the GMS.

Executive bodies of LLC:

- Collegial executive body (Management Board, Directorate, etc.)

In an LLC, this governing body is not mandatory under any circumstances.

Manages the current activities of the LLC together with the sole executive body.

Due to the almost complete absence in the law of any restrictions in relation to the Collegial Executive Body, the procedure for the creation and implementation of the activities of this management body depends entirely on the content of the charter of each LLC, as well as internal documents approved by the GMS.

- Sole executive body (General Director, President, etc.)

This governing body is mandatory in LLC.

Manages the current activities of the LLC.

In relation to the sole executive body, the principle of residual competence is used, which implies the presence of the broadest scope of powers, only limited by the competence provided for other management bodies of the LLC (that is, it has the right to do everything that is not provided for others).

Auditing Commission (Auditor)

This body in an LLC is mandatory only if the LLC more 15 founders / members

The functionality of the Auditing Commission is expressed by its following rights and obligations:

Has the right at any time to carry out inspections of financial economic activity;

Has the right to have access to all documentation related to the activity;

Has the right to require all members of the management bodies and employees of the LLC to provide the necessary explanations orally or writing;

Obliged to check the annual reports and balance sheets of the company.

Some features of a limited liability company

An LLC can be established by one person, who becomes its sole participant. LLC cannot have as sole participant another business entity, consisting of one person.
The number of LLC members should not be more than fifty. If the number of participants in an LLC exceeds the specified limit, the LLC must be transformed into an open joint-stock company or a production cooperative within a year.
The authorized capital of an LLC is made up of the par value of the shares of its participants.
The authorized capital of the LLC determines minimum size his property, which guarantees the interests of his creditors. A contribution to the authorized capital of an LLC can be money, securities, other things or property rights or other rights that have a monetary value.
The constituent document of the LLC is the Charter of the company.
A participant in an LLC has the right to leave the LLC at any time, regardless of the consent of its other participants, if this right is provided for by the Charter of the company.
The LLC is obliged to pay the participant who submitted an application for withdrawal from the LLC, the actual value of his share or give him property of the same value within three months from the date of the occurrence of the corresponding obligation, while the actual value of the share is determined on the basis of the data accounting statements company for the last reporting period preceding the day of filing an application for withdrawal from the company

Comparison of LLC and JSC in Russia

Category	OOO	JSC
Legal entity establishment	For the establishment of an LLC, it is enough to comply with the procedures for making decisions by the founders on the establishment of an LLC (signing the Agreement of incorporation, approval of the Charter, formation of management bodies, etc.) and the subsequent passage of the procedures for creating an LLC in the registration authorities.	When creating a JSC, after registration procedures (similar to the establishment of an LLC), it is necessary to go through an additional stage - the initial placement of shares (issue).
Governing bodies	Competence of the general meeting of participants (GMS) may be expanded in the LLC Charter; To make a decision by the qualifying majority on the GMS, you need only 2/3 votes; The founders / participants of the LLC may provide in the Articles of Association that voting on the GMS will be carried out disproportionately their shares in the authorized capital (MC); The election of the Board of Directors, the Management Board and the Audit Commission can be carried out either by a simple majority vote or by cumulative voting; The presence in the structure of the governing bodies of the Audit Commission is mandatory only if the number of founders / participants in the LLC more than 15.	Competence of the General Meeting of Shareholders (GMS) can not be changed; To make a decision by the qualifying majority at the OCA, it is necessary 3/4 votes; Each shareholder has only the number of votes proportionately the number of shares owned by him; The election of the Board of Directors must be carried out only cumulative voting, and the Management Board and the Audit Commission only by a simple majority (if in the competence of the OCA) The presence in the structure of the governing bodies of the Audit Commission is mandatory under any conditions.
The procedure for financing activities	The founders / participants may provide in the Charter of the LLC the possibility of making property contributions by them without changing the size of the charter and the share of participants. The charter of the LLC may provide that such property contributions can be made disproportionately the size of the shares of participants.	Making property contributions to JSC without increasing its authorized capital (with procedures for additional issues) impossible.
State control	In relation to LLC, there are General requirements to legal entities for compliance with the legislation of the Russian Federation	The activities of the JSC are controlled by the Federal Financial Markets Service, including: in relation to OJSCs and public CJSCs, the requirements of the legislation on the regular disclosure of information are applied, related to the submission of quarterly reports, the formation of lists of affiliated persons, the publication of essential facts, etc. administrative sanctions in case of violations in accordance with the Code of Administrative Offenses of the Russian Federation vary: for the JSC itself - from 300,000 to 1,000,000 rubles; on the executive JSC - from 20,000 to 50,000 rubles, or disqualification for 1-2 years
Increase the authorized capital	In an LLC, the procedure for increasing the authorized capital is limited to making corporate decisions, making appropriate contributions and registering changes in the Charter with the registering authority;	The procedure for increasing the authorized capital, in addition to registering changes to the Articles of Association, contains the need to comply with the procedures for the additional issue of shares, which may take more than six months in total.
Reserve and other funds	the need for the Reserve Fund is determined by the founders / participants in the Charter of the LLC; the purpose, the size of the funds, the amount and procedure for deductions are determined by the founders / participants in the Charter of the LLC.	availability of the Reserve Fund in JSC necessarily; the purpose, the size of the funds, the size and procedure for deductions are determined by the shareholders in the Charter of the JSC subject to the restrictions and prohibitions established by the Law.
Sale of shares / shares	Sale of shares of participants requires obligatory notarization and subsequent registration authority notification about the changes that have occurred in the composition of LLC participants It should also be noted that: upon the sale of a share in the authorized capital, the preemptive right of the participants applies; the pre-emptive right may be applied in relation to not all of the sold share, or disproportionately to the size of the shares, etc., as well as on other conditions stipulated by the Charter of the LLC; the sale price of a share can be fixed by the Articles of Association of an LLC, or the Articles of Association may establish criteria for determining the value of a share.	the sale of shares is carried out only through the register of shareholders, which can be maintained both by the JSC itself and by a specialized participant in the securities market. when selling shares, the preemptive right of shareholders is valid only in CJSC (to OJSC not applicable); the conditions for the application of the preemptive right in comparison with LLC significantly limited; setting the price of shares or criteria for its determination in the Articles of Association of the joint-stock company - impossible.
Leaving a legal entity	Law allows provide the founders in the Charter with the right to leave the LLC at any time with the receipt of the actual value of the share in the manner prescribed by the Charter;	Law does not allow at any time, terminate the participation of a shareholder in a joint-stock company without a procedure for selling its shares.

Documents required for registration of LLC in Russia

Decision to establish LLC (Minutes of the meeting of founders)
Two copies of the Charter of LLC
Receipt for payment of state duty.
Statement of state registration LLC in the prescribed form.

If necessary, along with the documents for registration, an application for the transition to a simplified taxation system is submitted.

Constituent documents of a limited liability company

According to clause 3 of article 89 of the Civil Code Russian Federation(as amended by Federal Law of 30.12.2008 N 312-FZ) constituent document LLC is its charter. By the above law, the memorandum of association is excluded from the list of constituent documents of the LLC. In Russia, the current legislation and other regulatory legal acts do not provide for any standard LLC charters. LLC Charter in accordance with clause 3 of article 89 Civil Code Of the Russian Federation and clause 2 of article 12 must contain information about:

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

The charter of an LLC may also contain other provisions that do not contradict the Federal Laws of the Russian Federation, including:

on the order and size of the reserve and other funds;
types and (or) size of transactions, which are subject to the procedure for approval of major transactions in addition to those provided;
an indication that there is no need for a decision by the general meeting of participants of the LLC and the board of directors (supervisory board) of the LLC to complete a major transaction;
and other information required by the current legislation of the Russian Federation.

Notes (edit)

Links

The procedure for state registration of legal entities of the Federal Tax Service of Russia

Legal entities
Commercial	Business partnerships and companies (Full On Faith) Additional Liability Company Joint Stock Company (Open Closed) Production Cooperative Unitary Enterprise
Non-profit	Consumer cooperative Public association (Organization Movement Fund Institution Amateur body Political party) Religious organization Fund Institution
State registration	State registration Unified State Register of Legal Entities (USRLE) Unified State Register of Individual Entrepreneurs (USRIP)
Other	Insolvency Association (union) Individual entrepreneur Limited liability Founder

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A limited liability company is an association of several individuals and (or) legal entities for joint economic activities. Participants - one or more, but not more than 50, if there are more participants, then it must be liquidated or reorganized into an OJSC or production cooperative.

Capital formation and procedure for establishment... The constituent documents of an LLC are the constituent agreement signed by its founders and the charter approved by them. The constituent documents of the company must contain, in addition to the information specified in paragraph 2 of Article 52 of this Code, conditions on the amount of the authorized capital; on the size of the share of each of the participants; about size, order. Terms of making contributions by them, on the liability of participants for violation of obligations to make contributions; on the composition and competence of the company's management bodies and the procedure for making decisions by them, including on issues on which decisions are taken unanimously or by a qualified majority of votes, as well as other information provided for by the law on limited liability companies. The authorized capital of an LLC is made up of the value of the contributions of its members. The authorized capital determines the minimum size of the company's property that guarantees the interests of its creditors. The size of the charter capital of a company may be less than the amount determined by the law on limited liability companies. The authorized capital cannot be less than 100 minimum wages, i.e. 10 thousand rubles.

Rights and the obligations of all participants in a limited liability company are determined by the Code of the Russian Federation and the law on limited liability companies.

Duties... All members of the LLC are responsible for their obligations within the limits of their contributions made by them to authorized capital in accordance with agreement.

Responsibility... The members of the company who have not made their contributions in full are jointly and severally liable for its obligations within the value of the unpaid part of the contribution of each of the participants. The company is responsible for its obligations with all property belonging to it. The company is not responsible for the obligations of its members, the members of the company are not responsible 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.

Control carries out the General Meeting. The competence of the General Meeting is established by the Law (Article 33 of the Federal Law "On Limited Liability Companies"). The general meeting of participants may also resolve any other issues if they are referred to the competence of the meeting by the Charter of the Company. The 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, the director and the Supreme management body in the LLC is the General Meeting of Members of the Company, directorate or board). In companies with more than fifteen members, the formation of an audit commission (election of an auditor) of the company

Profit distribution procedure... The company has the right to make a decision on the distribution of its net profit among the members of the company on a quarterly basis, once every six months or once a year. The decision on determining the part of the company's profits to be distributed among the company's participants is taken by the general meeting of the company's participants. The part of the company's profits intended for distribution among its participants is distributed in proportion to their shares in the authorized capital of the company.

Termination of membership and exit from the enterprise... An LLC participant has the right to withdraw from the company at any time, regardless of the consent of its other participants. At the same time, he must be paid the cost of a part of the property corresponding to his share in the authorized capital of the company in the manner, method and within the time limits provided for by the law on limited liability companies and the constituent documents of the company.

Reorganization and liquidation... A limited liability company can be reorganized or liquidated voluntarily by the unanimous decision of its participants

Limited Liability Company (LLC) is one of the most common forms of organization of a legal entity. In accordance with civil law, an LLC belongs to the category of business partnerships and companies, the procedure for its organization and the legal basis for its activities are governed by Civil Code of the Russian Federation (Article 87 - Article 94), as well as (as amended on 06.12.11) "On limited liability companies". In this article we will talk about the peculiarities of the formation of an LLC, its, and the procedure for its activities.

Limited Liability Company Concept

In accordance with the Federal Law "On LLC", limited liability company (LLC) is recognized a business company created by one or more persons, the authorized capital of which is divided into shares; members of the company are not liable for its obligations and bear the risk of losses associated with the activities of the LLC, within the value of their shares in the authorized capital of the company. Civil law also establishes that the corporate name of this legal entity must contain the name "company" and the words "limited liability". Also, the company must have a round seal containing its full corporate name in Russian (as well as, possibly, in another language) and an indication of the location of the LLC (the location of the company is determined by the place of its state registration). In addition, the company has the right to have stamps and letterheads with its own company name, its own emblem, as well as a trademark registered in accordance with the established procedure and other means of individualization.

Establishment of a company carried out by the decision of its founders (founder). The founders must conclude between themselves in writing an agreement on the establishment of an LLC, which will define the main points regarding its organization and activities. LLC is considered to be created as entity from the moment it. At the same time, the company is created without any time limit, unless otherwise established by its charter. The constituent document of an LLC is precisely the charter... At the same time, it can also be concluded by the participants of the society, however, in accordance with the norms of the law, it can only regulate the internal activities of the society, that is, be internal document OOO. At the same time, the agreement on the establishment of a company, not being considered a constituent document, is a mandatory document when creating an LLC - it contains information about the size and par value of the share of each participant in the company. The charter of an LLC must necessarily contain information O:

Its whereabouts

Competence of governing bodies, the procedure for making decisions

Information about the size of the authorized capital. The authorized capital of an LLC is made up of the nominal value of the shares of its participants (the size of the share can be expressed as a percentage or as a fraction). The authorized capital can be contributed both by property, property rights, or other rights that have a monetary value

Its branches and representative offices

The rights and obligations of the members of the company, and on the procedure for their exit from the LLC

The procedure for the transfer of a share (part of a share) in the authorized capital of a company to another person

The procedure for keeping the company's documents and on the procedure for providing information by the company to its participants and other persons

The LLC charter may also contain other provisions that do not contradict the legislation. At the request of a member of the company, an auditor or any interested person The LLC is obliged, within a reasonable time, to provide them with the opportunity to familiarize themselves with the charter of the company, including the amendments. The company is obliged, at the request of its participant, to provide him with a copy of the current charter.

Thus, having compiled from all of the above, an idea of the procedure for organizing an LLC and the documents fundamental for its activities, one can proceed to the study of the issue of the internal structure of society, its rights and obligations.

Rights of LLC and members of the company. Responsibility of society and its participants

Before talking directly about the rights and obligations of an LLC, I would like to briefly describe the internal structure of limited liability companies... So, the supreme governing body is general meeting LLC participants. It is this body that is competent to make decisions on a number of issues attributed to its exclusive competence (for example, on the termination or restriction of additional rights of participants in the company). The direct management of the company is carried out by an executive body (collegial or sole). The sole executive body of the company, as a rule, is general director... Naturally, the executive body of an LLC is accountable to the supreme body of the company, i.e. general meeting of its participants. The company's charter may also provide for the possibility of creating a supervisory board (board of directors) and an audit commission (if there are more than 15 participants in an LLC, the creation of an audit commission is mandatory).

Speaking about the legal capacity of an LLC, one should separate the legal capacity of the company and the rights of its participants. So, to basic rights of LLC, as a legal entity, include:

The right to own a separate property recorded on its independent balance sheet

The right, on its own behalf, to acquire and exercise property and personal non-property rights, to bear obligations, to be a plaintiff and a defendant in

The right to open bank accounts in the Russian Federation and abroad in accordance with the established procedure.

Have any civil rights, as well as bear civil obligations necessary for the implementation of any activities not prohibited federal laws if this does not contradict the subject matter and objectives of the activity established in the charter. Separate types activities, LLC can be engaged only on the basis of a special permit (license).

Talking about least public responsibility, you should be aware that in this case, the law establishes the following rules:

LLC is liable for its obligations with all property belonging to it.

LLC is not responsible for the obligations of its members

In a number of cases () in the event of the insolvency (bankruptcy) of the company due to the fault of its participants (other persons established in the law), the said participants (other persons) in the event of insufficiency of the company's property may be assigned subsidiary liability for its obligations.

RF (subjects of the RF, municipalities) are not responsible for the obligations of the company, just as the company is not responsible for their obligations.

Before talking about the rights of LLC participants, you should indicate who can act in their capacity. So, LLC participants can be both legal entities (by general rule state bodies and bodies local government cannot be members of LLC). The number of participants in a company can be from one to fifty - if the number of participants is greater, it must be transformed into an open joint-stock company or a production cooperative. Society members as such, the same have a certain set of rights. In accordance with the procedure provided for by the charter of the company, its participants have the right:

Individuals, deciding to start a business, often face a choice regarding the determination of the status of the proposed economic activity. They should pay attention to the implementation of their entrepreneurial ideas through a legal entity that has legal form management of a limited liability company, in the event that if the business promises to be serious, with development prospects and attracting investment funds to the business.

LLC is one of the forms of managing the functioning of a legal entity

LLC stands for Limited Liability Company.

Future entrepreneurs often have questions about LLC, what kind of organization it is and what are the nuances of entrepreneurship implemented through this form of business management. It includes subjects commercial activities created by one or more persons with a physical or legal status. The purpose of the operation of a commercial structure is to make a profit.

Subjects entrepreneurial activity in the status of a legal entity with legal status LLCs are distinguished by several distinctive features. They are created by one or more participants, which can be both individuals and legal entities. All members of the commercial structure who founded it have limited liability for their contributions, which usually does not exceed their value. The formation of the authorized capital of the company is carried out at the expense of the investments of the founders of the company.

Participants

Members of an LLC are entities who have decided to create a commercial structure for the implementation of a joint entrepreneurial idea. The founder of the company can even be one individual or legal entity, but there can be no more than 50 of them. If this number of participants is exceeded, the business entity must be liquidated or transformed into a legal entity with the status of a joint stock company.

The founders of the company bear responsibility commensurate with their own investments in the authorized capital for the results of entrepreneurial activity.

They have the right to leave the company, without taking into account the opinions of others, with the right to receive payment in the equivalent amount of the funds contributed to the authorized capital. If this is not possible, they are entitled to compensation in property equivalent. The founders of the company can sell or transfer their share to another entity in situations if this event does not contradict the provisions of the Articles of Association. In this case, the procedure for re-registration in the corresponding regulations okay.

Positive and negative sides doing business as an LLC

Authorized capital

The definition of LLC implies guaranteeing the interests of counterparties at the expense of the formed authorized capital. It includes material values, expressed in monetary or property equivalent, transferred to the ownership of the created commercial structure.

The capital belongs to reserves of the reserve category and is intended to guarantee the functioning of the company. Its formation in cash takes place by registering participants' contributions to a dedicated transit account, which, after the registration procedures are completed, is combined with the main settlement or accumulative service. Deposits with securities or property are valued in the monetary equivalent of the national currency and are notarized. After the completion of the procedure, their owner loses the right to dispose of them. The share of each owner of the deposit is determined by the constituent documents.

The minimum amount of the authorized capital is 10,000 rubles.

To carry out registration actions, at least 50 percent of the authorized capital of the declared amount must be invested. The rest of the amount can be deposited within a year after the registration of the commercial structure.

Read also: Who prepares the production control program

Managment structure

The decoding of the abbreviation LLC in the form of a limited liability company implies the management of a commercial structure on a two-tier system. Its supreme body is the General Meeting of Participants, the members of which are the founders or their notarized representatives.

LLC identification

The functioning of the society is ensured management of the executive body in the form of the director of the organization, appointed by the general meeting of the founders. The powers of the head of a business entity are limited by the terms of the contract. Its activities are monitored audit commission... In the event of a discrepancy with the position of the director, a collegial body is created that temporarily manages the company until the appointment of the sole manager.

Formation of the authorized capital

Director and representatives collegial body are obliged to report on the results of their activities to the board of directors, which is a supervisory body. It is in his competence to control all spheres of the functioning of a limited liability company for compliance with legislative norms. The board of directors also deals with the preparation and implementation of major transactions, as well as organizes and conducts general meetings.

Constituent documents

What applies to incorporation documentation

The constituent documents include the charter and the memorandum of association. Both documents must be drawn up immediately before the start of the registration actions to create a new business entity.

The Memorandum of Association is drawn up between the founders of the commercial structure. It should contain information:

list of participants;
approval of the composition of the founders of the LLC;
procedure for conducting joint activities during the company registration process;
determination of the amount of the authorized capital;
the amount of the invested share of each participant's own property;
the procedure and terms for the contribution of funds by each participant to the authorized capital;
regulation of the share of responsibility of each participant in proportion to the contributed material values;
the penalty applied to the founders of the company for violating the terms of payments to the capital formation fund;
the procedure for distributing profits between the founders of the company, as well as the conditions under which the implementation of the procedure is possible;
the procedure for leaving the LLC.

The charter can be of a standard or modular type. standard document information identifying the business entity must be reflected, including the full and abbreviated name, as well as the legal address of the company. It should regulate:

the procedure for conducting business;
the principle of distribution of profits and losses;
the rules of the relationship between the participants, defining their rights and obligations;
conditions and procedure for the withdrawal of founders from the composition;
the degree of responsibility of each of the founders of the LLC for the results of entrepreneurial activity;
the procedure for the liquidation or reorganization of the company.

What is LLC?

In modern economic conditions, various forms of ownership can exist. One of the most common of these is LLC. It is this form of ownership that the majority of domestic businessmen prefer to use.

What is LLC: characteristics

The abbreviation LLC stands for limited liability company. It can be represented by a firm, enterprise or organization. Such a business company can be created by one or more individuals or legal entities.

The main characteristic of an LLC is the division into parts of the authorized capital of the company, therefore all its members are simultaneously considered its founders. They, according to the current legislation, are responsible for the activities of the LLC and the risks financial losses that may arise during the financial and economic activities of the organization, but only within the limits of their shares in the authorized capital. At the same time, the founders are not personally liable for the obligations that the LLC has incurred.

Another feature of such a business company is the minimum restrictions on the size of the authorized capital. Its value must be at least 10,000 rubles. At the same time, the founders for its formation can use cash and non-cash funds, securities, as well as movable and immovable property.

The next characteristic of an LLC is the limitation on the number of founders. Their number should not exceed 50 people. If in the course of economic activity it is necessary for some reason to introduce several more founders, then, according to the current legislation, it will be necessary to reorganize the LLC within a year into Joint-Stock Company open type (JSC).

Activities of LLC

A limited liability company can engage in any type of activity, except for those that are prohibited by law and for which licenses are not required. The selected types of activity are necessarily registered in the statutory documents of the LLC, only after that they are subject to registration in government bodies on the basis of a statement written in a prescribed manner.

Management and control of LLC

The structure of a limited liability company should be as follows:

The supreme governing body is the general meeting of participants (in the competence it decides the most important issues);
Executive agency management - CEO or president (a leader who solves current issues and acts as a leading person in the organization).

These bodies are basic and obligatory, however, the founders can be organized additionally audit committee... She is endowed with the following duties and rights:

conduct regular inspections of the financial and economic activities of the organization;
have access to the documentation of the LLC;
audit balance sheets and annual reports.

Features of LLC

A limited liability company has a number of features, among which the following can be distinguished:

The founders can leave the LLC at any time, for this they do not need the consent of the other participants. In doing so, they must pay him the cost of his share within 6 months. This means that each founder of the LLC has a real opportunity to return the invested funds when creating an organization, if its financial activities is successful.
A limited liability company can accept new participants with the obligatory contribution of a share in the authorized capital. After that, they are registered in the constituent documents.
The founders of the LLC have the right to amend the charter of the organization. They can also increase the amount of the initial capital to the required size at their discretion.

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