When choosing a legal form (IP or LLC), the main argument in favor of registering a company is often the limited liability of a legal entity. In this, Russia differs from other countries where a company is created for the sake of partnership, and not because of avoiding financial risks. About 70% of Russian commercial organizations created by a single founder, he, in most cases, manages the business himself.

Many firms do not really function, not even earning a salary for the director and not differing in profitability from a freelancer who provides services in his spare time. However, legal entities in Russia are registered as often as individual entrepreneurs.

If you want to know in detail how an organization differs from an individual entrepreneur, we advise you to read the article "", and here we will try to dispel the myth that registering a company is the right way to avoid business losses.

Liability of a legal entity

First, let's find out where the confidence to lead comes from. entrepreneurial activity Is it financially safe in the form of an LLC? Article 56 Civil Code The Russian Federation states that the founder (participant) is not liable for the obligations of the organization, and the organization is not liable for its debts. That is why the question: “What is the responsibility of the founder of an LLC?” the majority answers - only within the limits of a share in an authorized capital.

Indeed, if the company is solvent and pays off to the state, employees and partners on time, then it is impossible to involve the owner in paying the company's bills. The created organization acts in civil circulation as an independent person, and is itself responsible for its own obligations. As a result, a false impression is created of the complete lack of responsibility of the LLC owner to creditors and the budget.

However, the limited liability of the company is valid only while there is itself entity. But if the LLC is declared bankrupt, then the participants may be brought to additional or subsidiary liability. True, it is necessary to prove that it was the actions of the participants that led to the financial catastrophe of the company, but after all, creditors who want to return their money will make every effort to do this.

Article 3 of the Law of February 8, 1998 No. 14-FZ: “In the event of insolvency (bankruptcy) of the company through the fault of its participants, the said persons may be held subsidiary liable for its obligations in the event of insufficient property of the company.”

Subsidiary liability is not limited by the size of the authorized capital, but is equal to the amount of debt to creditors. That is, if a bankrupt company owes a million, then it will be recovered from the founder of the LLC in full size, despite the fact that he contributed only 10,000 rubles to the authorized capital.

Thus, the concept of limited liability within the authorized capital is relevant only to the organization. And the participant can be brought to unlimited subsidiary liability, which in financial sense equates it with the individual entrepreneur.

Leader and founder in one person

The subsidiary liability of the founder and director of an LLC for the obligations of a legal entity has its own characteristics. In a situation where the organization is managed by an employee CEO, some share of financial risks passes to him. According to Article 44 of the Law "On LLC", the head is liable to the company for losses caused by his guilty actions or inaction.

Liability for debts arises if there are such signs of guilty acts or omissions:

• making a transaction to the detriment of the interests of the enterprise managed by him, based on personal interest;
• hiding information about the details of the transaction or not obtaining the approval of the participants, when such a need exists;
• failure to take measures to obtain information relevant to the transaction (for example, information about the contractor has not been verified or clarified, if the nature of the work requires it);
• making decisions on the transaction without taking into account the information known to him;
• forgery, loss, theft of company documents, etc.

In such situations, the participant has the right to file a claim against the head for compensation for the damage caused. If the director proves that in the process of work he was limited by the orders or requirements of the owner, as a result of which the business became unprofitable, then responsibility is removed from him.

But what if the owner is the manager of the company? In this case, it will not work to refer to an unscrupulous hired manager. The presence of outstanding debts obliges the sole executive body to take all measures to pay them off, even if the owner is the only one, and at first glance, no one's interests are infringed by their actions.

Indicative in this sense is the ruling of the Arbitration Court of the Jewish Autonomous Region dated July 22, 2014 in case No. A16-1209/2013, in which 4.5 million rubles were recovered from the founding director. Having a company that has been engaged in heat and water supply for many years, in the competition for the right to lease utility infrastructure facilities, he declared new company with the same name. As a result, the former legal entity was left without the ability to provide services, and therefore did not repay the amount of the previously received loan. The court recognized that the insolvency was caused by the actions of the owner and ordered to repay the loan from personal funds.

Tax debts

The Federal Tax Service of Russia is proud of the high collection of taxes to the treasury. We will not now discuss the legitimacy of the methods of work of the tax authorities, we will simply admit that they are not to be trifled with. It is with private creditors that you can agree on writing off part of the debt or restructuring payments, and with the budget, the amount of debt over 300,000 rubles will be critical.

The responsibility of the founder for the debts of a legal entity to the state is also spelled out in the law.

Article 49 of the Tax Code of the Russian Federation: “If Money liquidated organization is not enough to fully fulfill the obligation to pay taxes and fees, penalties and fines, the remaining debt must be repaid by the participants of the specified organization.

If the amount of tax debt exceeds 300,000 rubles, and the maturity is more than 3 months, then the organization is at risk. It is necessary to take all measures to pay off the debt or declare the LLC bankrupt, otherwise it will tax office, but already with the requirement to recognize the head and / or founders as guilty.

Attempts to withdraw assets from the organization in order not to pay tax arrears will not lead to anything good either. For example, in case No. A07-7955/2009 arbitration court The Republic of Bashkortostan brought the founders to subsidiary liability under the following circumstances.

The company, having a tax debt in the amount of 675 thousand rubles, transferred all its assets to another organization created by the same persons. The participants believed that in the absence of funds to pay tax and the company is declared bankrupt, the obligations of a legal entity cease. However, the tax inspectorate, having filed a lawsuit, proved the guilt of the company's owners in the formation of arrears and collected the debt from their personal funds.

Of course, attracting the founder of an LLC for the debts of his company is more difficult and longer than an individual entrepreneur, because the bankruptcy procedure is quite lengthy. However, since 2015, tax inspectors have had another collection tool - as part of the initiation of a criminal case under article 199 of the Criminal Code of the Russian Federation.

Thus, in the ruling of the Supreme Court of the Russian Federation of January 27, 2015 No. 81-KG14-19, the court found the head and sole owner liable for non-payment of VAT on a large scale and confirmed the legality of recovering damage from an individual to the state in the amount of the unpaid amount of tax. This decision, in fact, has become a judicial precedent, after which all such cases are considered easier and faster. The founder, in addition to the obligation to pay the debt itself, also receives a criminal record.

Liability procedure

From what moment does the founder's responsibility for the activities of the LLC begin? As we said above, this is possible only in the process of bankruptcy of a legal entity. If an organization simply ceases to exist, having honestly paid off all creditors in the process, then there can be no claims against the owner.

The interests of the budget and other creditors are protected by the law of October 26, 2002 No. 127-FZ “On Insolvency (Bankruptcy)”, the provisions of which are also valid in 2019. It details the procedure for conducting bankruptcy and bringing to responsibility the managers and owners of the company, as well as persons controlling the debtor.

The latter means persons who, although not formally owners, had the opportunity to instruct the head or members of the company to act in a certain way. For example, one of the most impressive amounts in the case of bringing to subsidiary liability (6.4 billion rubles) was recovered from the controlling debtor of a person who was not part of the company and did not formally manage it (Decree of the 17th Arbitration Court of Appeal in the case No. A60-1260/2009).

The manager must apply to recognize a legal entity as a debtor, but if he does not do this, then employees, counterparties, and tax authorities have the right to start bankruptcy proceedings. At the same time, the party that filed the claim appoints the chosen arbitration manager, and this is of particular importance in bringing the owner to the obligations of the LLC.

In addition, in order to increase the bankruptcy estate, the plaintiff has the right to challenge transactions made during the year before the adoption of the application for declaring the debtor bankrupt. In the event that a transaction is made at prices below market prices, the contestation period is extended to three years.

In the process of considering an insolvency case, a director, a business owner, a beneficiary are involved in litigation. If the court recognizes the connection between the actions of these persons and insolvency, then a penalty in the amount of the plaintiff's claims is imposed on personal property.

What conclusions can be drawn from all this:

1. The liability of the participant is not limited to the size of the share in the authorized capital, but may be unlimited, and be repaid at the expense of personal property. Establishing an LLC just to avoid financial risks does not make much sense.
2. If the business is managed by a hired manager, provide for an internal reporting procedure that allows you to have a complete picture of the state of affairs in the business.
3. Accounting statements must be under strict control, the loss or distortion of documents is a particular risk factor indicating intentional bankruptcy.
4. Creditors have the right to demand the collection of debts from the owner himself if the legal entity is in the process of bankruptcy and is unable to meet its obligations.
5. It is more difficult to attract the owner of an enterprise to pay business debts than an individual entrepreneur, but since 2009 the number of such cases has been in the thousands.
6. Creditors must prove the connection between the financial insolvency of the company and the actions / inaction of the participant, but in some situations there is a presumption of his guilt, i.e. proof is not required.
7. The withdrawal of assets from the company on the eve of bankruptcy is a significant risk of criminal liability.
8. It is better to initiate the bankruptcy procedure yourself, but this should be done only with the involvement of highly specialized lawyers with positive experience in such cases.

The founder is a person (natural or legal) who takes part in the creation of a new legal entity (company), controls and otherwise influences its activities, receives benefits from it, disposes of its share in the property of this organization.

In the Republic of Belarus, the founders create the following types business companies:

• Private unitary enterprise;
• Republican Unitary Enterprise
• Society with limited liability;
• Company with additional liability;
• Closed Joint Stock Company;
• Peasant farming;
• Production cooperative.

This is not an exhaustive list; other types of business companies, partnerships, etc. are possible, which will also be created by the founders.

Non-commercial enterprises are also created by the founders, in their respect the rules common to other legal entities are applied, taking into account the legislation and the specifics of the activity.

The concept of "founder" is close to the concepts of "initiator", "organizer" and "owner", but more specific, has its own characteristics and limitations.

Let's consider them in more detail:

Who can be a founder in Belarus?

Let's start with individuals.

The founder can be citizens of the Republic of Belarus, foreign citizens and stateless persons. In order to independently act as a founder, an individual must have full legal capacity, i.e. not dependent on someone's guardianship the right to make decisions and dispose of property.

There are also special restrictions that do not allow individuals become founders.

Namely:

• The presence of an unexpunged or outstanding conviction for economic crimes and crimes against property.
• Unfulfilled debt obligations (unpaid loans, fines, taxes, etc.), unfulfilled court decision on the seizure of property to pay off debts.
• Participation of an individual in the composition of the founders, owners of property or heads of organizations in the process of bankruptcy, liquidation.
• Past participation as a founder in companies declared bankrupt prohibits, within a year after their exclusion from the State Register, to act as a founder of new companies.
• Similar participation in enterprises, the debt of which was recognized as uncollectible by a court decision, prohibits being a founder for three years after the complete liquidation of these enterprises.

It follows from this that problems with the institution new organization can create any unfinished conflicts leading to material liabilities.

In addition to problems with the law and property, the ban on being a founder may be associated with engaging in certain types of activities.

This applies to:

• civil servants;
• military personnel;
• Employees of the Ministry of Internal Affairs, Ministry of Emergency Situations, KGK.

Such a ban is not a loss of rights, but serves as a preventive measure against the emergence of corrupt relations.

A separate category of founders will be minors and minors. On behalf of the former, their parents (guardians) have the right to perform all actions, the latter can make decisions on the establishment of an organization themselves, but with the permission of their parents (guardians).

Persons who have not reached the age of 18, but who have passed the emancipation procedure, become completely equal in rights with adults.

For exact definition of their rights and opportunities, it will be useful for future founders to get a preliminary consultation with the registration authority, i.e. executive committee at the place of the future opening.

Legal entities may be prohibited from becoming founders in cases where they themselves are in the process of bankruptcy and liquidation.

Rights and obligations of founders

The rights of the founders in relation to the established organization and their obligations are determined by:

1. The norms of the current legislation;
2. Constituent agreement.

In the listed list, the first item is the most important, the second one is subordinate to it.

This means that the founders are free to assign rights and obligations to themselves, as long as this does not contradict the laws of the Republic of Belarus.

Let's touch on the main, general aspects of the position of the founders:

The founders have the right to directly manage the established enterprise or delegate these powers to the appointed management.

In most cases, the founders make a decision to appoint a director (or directorate, i.e. a collegiate body), who assumes operational management and is responsible to the founders for the results of their activities. Often, the prohibition (or restriction) for the founders to interfere with the current management is specifically noted.

But in any case operational management the founders retain the right and obligation to make decisions of a higher order: on the direction of the organization's activities, on its change, suspension, resumption and termination, as well as on the disposal of the results of this activity.

Here, each of the founders has its own rights. This may be due to the number of votes (shares, shares) or the right of veto, i.e. the ability to stop the adoption or execution of a decision or action. The existing legislation in Belarus leaves the founders wide rights to distribute their own powers.

Founders are entitled to financial reward from the results of the work of the enterprise created by them.

The distribution of this remuneration (it is often called dividends) depends on the terms of the preliminary contract, the charter of the enterprise. Most often, the division of net profit occurs in proportion to the share in the authorized capital. But other options are also possible if one of the founders takes a greater part not by material investment, but by his own work, ideas, influence, etc.

The founders receive their share of the property of the enterprise upon its liquidation.

Here, the division occurs according to the same principles as the distribution of dividends, but is not necessarily associated with it. Each specific case depends on the fixed agreement between the founders.

Special responsibilities of the founders

If the distribution of enterprise profits seems intuitive, then there is often sharp disagreement with possible liability.

The first thing to be clarified here is the rule according to which the registration of a company founded in violation of the law may be declared invalid. And in the case of such an invalid registration, the entire commercial activity of the company often acquires the character illegal business for which administrative and sometimes criminal liability is provided.

Of course, if there is guilt, the founders will have to bear it.

The next unpleasant moment is increasingly becoming the imposition of subsidiary liability.

Many people still think that registering an LLC (limited liability company) protects against debts upon closing. It is not always so. With a lack of LLC property to pay off all debts, the stage of searching for possible payers begins. As shows arbitrage practice, direct participation in operations that ended in bankruptcy is not at all necessary. There is enough evidence of improper control over the work of the enterprise by the founders, or not timely filing of documents for bankruptcy, in order to former owners A claim was made for the amount of outstanding debt. This is especially true in the presence of debts to the budget.

The withdrawal of one founder from the founders of an LLC also does not always become a solution to the problem. New member society assumes the responsibilities of the previous one, but not the responsibility for all past decisions.

From this we can make a reasonable conclusion that the position of the founder does not promise a guaranteed income, but is associated with some risk.

What rights do they have and who are the founders of an LLC in terms of legislation Russian Federation? A limited liability company is the most popular form of business organization in our country. We tell you who has the right to become the founders of a legal entity, what rights they have, whether their maximum number is limited, for what violations liability is provided and how to leave the LLC.

The organizers of a business in the form of an LLC, who have registered it with the Federal Tax Service and invested their own money in the authorized capital, are its founders or participants. The legislation allows limited liability companies to add to include new people: provided that they increase the capital of the company with their contributions, and all statutory documents are updated in a timely manner. It will also be perfectly legal to leave an LLC if a person no longer wants or can, for objective reasons, do business (for example, he entered the civil service).

Who is the founder of the company? In the broadest sense of the word, the founder of a limited liability company is any citizen who participated in the registration of such an organization. The founders have a set of powers and responsibilities related to the functioning of their business.

From 1 to 50 people can participate in the registration of an LLC

How is a founder different from a member?

What does “founder of a company” mean, and is it any different from “participant”? As a rule, these names are used equally and there is no serious mistake in such an approach. The founders are those who took a direct part in state registration organization, and the participants - those who manage it.

This difference arises from the Civil Code and Federal Law No. 14-FZ. IN Russian laws concepts are not strictly defined, but are endowed with different rights. Founders have the right:

• make a decision to establish an LLC;
• name the company, assign a legal address, actual location;
• adopt the charter;
• approve the authorized capital;
• assign leadership.

Member powers:

• determine the direction of activity of a legal entity;
• change the articles of association, the amount of the authorized capital, the name and legal address;
• receive reports;
• distribute profits;
• reorganize or liquidate the LLC.

Thus, the rights of founders are associated with the creation, and the rights of participants - with the activities of a legal entity. In fact, these are the same people, but at different points in time. These concepts should be distinguished only when their use is of fundamental importance and in some way characterizes the existing rights. Otherwise, they are allowed to be used as equivalent.

Maximum number of LLC members

The minimum and maximum number of participants in an LLC are strictly defined by law. Only 1 person has the right to establish a legal entity - this is the minimum number of founders. The law limits the maximum number is 50 citizens. This number can be exceeded only by transferring the LLC to the form of a joint-stock company.

The founders and participants of the LLC are the same people, but at different times

Restrictions established by the law of the Russian Federation

Who are the founders? We found out that the founders of a legal entity are citizens who participated in the registration of an LLC. But can any citizen become a founder? No, there are a few restrictions:

1. Adults. Only citizens over 18 years of age can register an LLC.
2. Capable. The presence of mental illness, mental disorders and other factors that determine a citizen as incapacitated are tantamount to a ban on participation in the establishment of a legal entity.
3. Do not belong to the category of citizens who are prohibited from commercial activities: military personnel, deputies State Duma, state and municipal employees, judges and court employees. The ban is valid only for the duration of the activity. For example, having retired and left the service, a former military man has the right to participate in the registration of an LLC and do business.
4. Not convicted of particularly serious crimes.

With the exception of these few categories, all citizens of the Russian Federation have the right to register one or more firms and engage in commercial activities.

Founder rights

We reviewed the difference in the rights of founders and participants in a commercial company in the section “How a founder differs from a participant”. Now about the basic rights, among which the key place is occupied by:

Access to all corporate documents. The director provides them upon request within 3 days. Before general meetings, the owner must receive the annual report of the LLC, the conclusion on the results of the revision and audit, draft amendments to the statutory documentation, information about candidates for entry.

1. Initiate an audit.
2. Call a meeting.
3. Propose topics for the agenda of meetings of participants.
4. Appoint management by popular vote.
5. Participate in the distribution of profits and receive dividends in proportion to the contribution to the authorized capital.
6. Make changes to the bylaws.
7. Appeal decisions general meeting, management decisions or transactions.
8. Initiate liquidation, as well as receive a share of the property after the closing of the company.

More formally, the rights of owners of legally liable companies are fixed in Article 8 of Federal Law No. 14-FZ.

The rights and obligations of LLC participants are enshrined in federal law 14-FZ

Responsibility

The popularity of LLC as a form commercial activities due to the lack of personal property liability for financial obligations companies. To put it simply, in case of bankruptcy, the founder loses only funds from the authorized capital.

There are exceptions. The owners of a legal entity bear subsidiary liability, banks and counterparties can collect debts from the director and owners of the LLC. But only through the court and only in the order of ownership of the shares. Start with the owner of the largest share, and so on. In practice, such lawsuits occur, but not as often, which makes LLCs safer in terms of maintaining property.

For offenses or tax evasion, LLC participants may be held administratively or criminally liable, depending on the severity of the violation or the amount of debt. Also, penalties are provided for fictitious bankruptcy and even for inaction in bankruptcy.

Settlements with founders

Settlements with the founders relate to the distribution of profits, that is, the payment of dividends. This is the job and responsibility of the organization's accountant. Any settlements with participants are displayed in the account 75.

On the date of registration, the founders of a legal entity must contribute at least 50% of their share. It is fixed according to D 75.1 K 80. Other contributions to money capital will also be made.

Other useful transactions for LLC participants:

• dividends to participants not working in LLC - D 84 K 75.2;
• dividends to participants in the state of the legal entity - D 70 K 75.2;
• corporate income tax - D 75.2 K 68;
• Personal income tax of employees and participants outside the state - D 75.2/70 K 68;
• payment of dividends in cash - D 75.2 (70) K 50 (51, 52).

Issuance of loans

The law allows a member of an LLC to obtain a loan from his organization. This is relevant when the founder urgently needs money, and the time for paying dividends has not yet come. Such an agreement is concluded in writing in accordance with the standard requirements for loan agreements and contains:

• item;
• the purpose of the provision;
• loan amount;
• interest (if any);
• terms and conditions of return.

The loan is issued in cash or non-cash way. In the first case, an expense cash order is issued, for a cashless transfer, a payment order is prepared for the bank. Loans from your legal entity are a legitimate solution to the financial difficulties of the LLC owner.

Dividend payment

The founders receive dividends in proportion to their contribution to the authorized capital. These payments are made in a strictly defined manner and do not provide for the withdrawal of money from circulation at the first request of an LLC participant (unlike an individual entrepreneur, who manages profits at his own discretion).

Dividends are the cash income that LLC members receive after paying all necessary taxes.

Subject to VAT, but insurance premiums are not charged. Article 28 of 14-FZ is devoted to them. Dividends are distributed among the participants once a quarter, 6 months or once a year (at the discretion of the founders, the procedure is written in the charter). They are paid only when the net profit exceeded the authorized capital.

Paying taxes on income

Dividends of an LLC participant are considered income, therefore they are considered as an object of income taxation. The standard rate is 13% for tax residents and 15% for citizens of other states. In accordance with the law, the amount of personal income tax is transferred the next day after the payment of dividends. The tax is transferred by the organization itself, as a tax agent for recipients of dividends.

Change of the founder of a legal entity

The composition of the LLC is allowed to change. The heads of the legal entity at any time have the right to accept new participants, exclude old ones, and the sole founder of the company can add a second one or transfer the organization to another owner. The main condition is compliance with the requirements for the number, that is, no more than 50 participants at the same time.

Adding a new company member is possible in two ways:

• increase in the authorized capital at the expense of the funds of the new participant;
• buying a share of an old member of an LLC (relevant for situations where the number of owners has reached the legal limit or someone wants to leave the organization).

The introduction and results of voting are recorded in the minutes of the meeting of participants. If the authorized capital has changed, the charter is updated. Documents are registered with the Federal Tax Service, obligatory with payment state duty(800 rubles). After the tax service issues an extract with a new composition, the bank is informed about the changes.

Brief list of powers and responsibilities of LLC founders

Leaving the LLC

The member leaves the company for any reason. For example, if you do not want to do business or employment in the state or municipal service. Article 26 of the 14-FZ fixes this right. The option to leave the LLC must be included in the articles of association. The participant prepares an application in free form and notarizes it. The opinion of other founders is not taken into account, consent is not required.

There are several ways to dispose of shares in the authorized capital:

• distributed among the remaining owners;
• give way to the new owner;
• assign to a third party wishing to become a co-owner of the LLC.

The retired owner will receive his money within 90 days from the moment of leaving the organization. Paid in cash.

Conclusion

The founders or participants of the company are persons who have registered an LLC and / or have a share in its authorized capital. The law gives them specific rights and powers. You can get acquainted with them in the Civil Code of the Russian Federation and federal law No. 14-FZ. main motive LLC establishments - receiving dividends based on the results of its work. The owners of an LLC have the right to leave it at any time, as well as to accept a new one, but their total number should not exceed 50 people.

Founder - a legal or natural person who created an organization (company). The Founder is the owner of the created Legal Entity. The composition of the Founders does not change, because. The Founder exists only at the time of the establishment of the Legal Entity and then has the status of Participant(in case of LLC)/ Shareholder(in the case of PJSC, NAO, CJSC, OJSC) / Member(NP), etc.

Information about the founders (participants) of the company is stored in the Unified State Register of Legal Entities (EGRLE). All changes of the Participants must be registered in the Unified State Register of Legal Entities of the Federal Tax Service of the Russian Federation (exceptions - joint-stock companies). If the company is joint stock company(PJSC, NAO, OJSC, CJSC) the extract usually contains an entry about the registrar who maintains the current register of shareholders.

If the Founder is an Individual, the register shall indicate the full name, his TIN (if any), the nominal value of the share, the size of the share in percent, the date and number of the entry in the Unified State Register of Legal Entities. If the founder is a legal entity: the name of the enterprise, its TIN / OGRN, the nominal value of the share, the percentage of the share, the date and number of the entry in the Unified State Register of Legal Entities are indicated in the register.

On the HONEST BUSINESS portal, you can find out the composition of the Founders (Participants) of Legal Entities for free, get the full data of the Unified State Register of Legal Entities, identify the affiliation (build connections) of the Founders.

The data on the portal is updated daily and synchronized with the nalog.ru service of the Federal Tax Service of the Russian Federation*.

You can search for Founders (Participants) by TIN / OGRN / OKPO / Company name for free.

Use the search bar to search:

The founders may be able-bodied individuals and legal entities, including foreign ones. The founders determine the type of activity of the organization, the type of ownership (LLC, OJSC, CJSC, etc.), select the Head of the organization, draw up the necessary documents for registering the company with the Federal Tax Service.

Basic rights of the Founder (Participant) of a Legal Entity:
1. participation in the distribution of profits;
2. obtaining reliable information about the company's activities;
3. obtaining access to documentation, including accounting and tax reporting;
4. acceptance management decisions;
5. sale owned share co-founders (according to the rules of the Charter);
6. withdrawal from the founders through the alienation of its share to the Company;
7. receiving a part of the property of the organization (in case of its liquidation).

Founder Responsibilities:
1. timely and in full pay the share in authorized capital;
2. keep confidentiality about the activities of the company (keep commercial secrets).

We wish you fruitful, comfortable work on the portal, using the search for Founders (Participants) of Legal Entities!
Your HONEST BUSINESS.RF.

* Unified State Register of Legal Entities/ EGRIP are open and provided on the basis of clause 1, article 6 federal law dated 08.08.2001 No. 129-FZ “On State Registration of Legal Entities and individual entrepreneurs»: Information and documents contained in state registers are open and publicly available, with the exception of information to which access is limited, namely information about documents proving the identity of an individual.

What rights does the founder of an LLC have in 2019 if he has one or another status? to be able to answer this question, you need to know the legislation of the Russian Federation and certain nuances.

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After an LLC has been created, many founders begin to wonder what rights they have.

To answer it, refer to the legislation of the Russian Federation, in particular the Federal Law “On LLC”, which reflects these nuances.

At the same time, not all founders can figure out what the legislative act contains. Because of this, there is a need to consider this issue in more detail.

Basic moments

Before proceeding to consider the issue of the existence of certain rights of the founder, it is necessary to understand the basic concepts.

Who is the founder? What norms of the law regulate the issue of the creation of an LLC and the rights of founders? Let's consider them in more detail.

What you need to know

Why are they important

The founders of an LLC need to know the rights and obligations not only to protect their interests among other owners, but also to minimize the risks of various kinds of occurrence in the course of their work.

Knowing your rights, you can freely take part in solving various managerial tasks.

For example, the rights of the sole founder of an LLC are as follows:

Additionally, it is worth noting that the founders in the process of liquidation have the right to receive the remaining amount of funds after the closing of debt obligations to creditors.

Based on the foregoing, knowing your rights and obligations means taking an active part throughout the life of a particular LLC.

Regulatory regulation

To date, the main legislative acts By this issue considered to be:

It is worth noting that the Federal Law “On LLC” is still considered the main law, since it contains all the nuances on this issue.

What is the right of the founder of LLC

The legislation of the Russian Federation defines exclusively the fundamental rights of the founders.

However, it must be understood that they can be expanded, or vice versa, limited to an organization that is formed with the help of a general meeting of all founders without exception by voting.

Moreover, the availability of certain rights directly depends on the status of the founders. For example, is he an employee or a CEO if he has a majority share authorized capital and so on.

Consider the existence of certain rights with certain nuances.

What are his responsibilities

With a complete analogy with the rights of LLC participants, their duties can also be divided into those that are distributed by the legislation of the Russian Federation and those that were additionally adopted by voting by the General Meeting.

The main responsibilities are as follows:

It is important to remember: The General Meeting of Shareholders has every right to give any member of the company any additional responsibilities.

Similarly with the rights, for this it will be enough only to obtain the consent of the person who will subsequently be assigned any additional obligations.

In other words, an individual or legal entity, which is one of the founders of the organization, must vote in writing in favor of vesting itself with these responsibilities.

If he is an employee

In the event that he is an employee, then in order to obtain the rights to represent the interests of the organization in various institutions, a power of attorney is required.

It is worth noting that the need may not arise if the rights of a particular employee are prescribed in the Charter of the LLC.

Concurrently General Manager

The definition of “general director” means the sole executive body, which can be elected during the general meeting of all participants of the organization without exception for the period specified in the Charter.

Its main rights are as follows:

It is important to remember: the founders have the right to expand or restrict certain rights by voting.

If he is not an employee of the enterprise

In the event that the founder is not an employee of the LLC, then all his rights are fixed in several acts:

• in the legislation of the Russian Federation;
• and in the constitution of the organization.

The rights at the legislative level were discussed above, if we talk about those contained in the Charter, they are formed by voting at the general meeting.

If there is a larger share

Initially, it is necessary to understand that at the legislative level there is such a thing as a “blocking share”.

The terminology “blocking share” means the impossibility of making a decision in the situation of a participant voting against the proposal, and in fact, even with a possible evasion of direct voting.

In other words, depending on the share is determined and the degree of important votes of the founder.

According to the types of blocked decisions, it is possible to classify blocking shares:

It is important to remember: at the legislative level, over 20 articles include requirements for a unanimous decision, for example, on liquidation or possible reorganization by shares.

On the basis of the Federal Law “On LLC”, each founder has the full right to dispose of his share at his own discretion: donate, transfer to other founders, and so on.

Video: responsibility of founders and directors in an LLC

Based on all of the above, we can say that the founder, who has a stake in more than 50% of the authorized capital, has the right to block this or that decision at the meeting.

At the same time, it is necessary to understand that in case of disagreement with the founders, whose shares are distributed 50 to 50, they apply to the judicial authority, the court will take the side that, in its opinion, puts forward a real solution to a particular problem.

Arising liability

Article 44 of the Federal Law “On LLC” fixes the direct obligations of the management for the losses incurred by the LLC due to incompetent actions or complete inaction. In addition, it also applies to debt obligations.

Depending on the name of the violation in the activities of the LLC, the management may be punished different shapes, namely:

It should be noted that criminal liability occurs:

• in the process of infringement of copyright, patent or invention rights;
• when ignoring payment obligations wages hired employees and other remuneration prescribed in the Charter;
• when attempting commercial bribery;
• in case of malicious abuse of their powers;
• upon revealing the fact of illegal entrepreneurial actions, which later caused serious damage not only to the state, but also to other individuals, for example, consumers;
• when revealing the facts of economic crimes;
• in the process of non-compliance with the rules of work with securities hiding any important information required for submission to the tax authority;
• other crimes that are specified in the Criminal Code of the Russian Federation in relation to the LLC and its founders and direct management.

As you can see, depending on the scale of the offense, the type of liability is also determined.