In this article, without going into too much legal detail, we will try to give general idea about what an LLC is and why it is usually necessary to create one.

Fortunately, the time of the dashing 90s has long sunk into oblivion and the forms of doing business of that time no longer work today. This is not to say that having an LLC already makes you a businessman. But its organization is mandatory if you intend to work in the legal field. Simply put, forming an LLC gives you the ability to run a business.

Is it possible to run a business without forming an LLC?

Without acquiring legal status, you will not be able to develop and expand your business. Let's imagine the simplest situation with the sale of seeds. If you are ready to trade only them all your life, then the algorithm of your actions will be as follows: you go to the market, buy a bag of raw sunflower seeds, bring it home, fry it in a frying pan, prepare bags, go to the nearest stop, sit there at your own peril and risk and start trading until you are kicked out of your home. All. The maximum you can hope for under favorable circumstances is to expand the range of seeds.

Go ahead. Suppose your “business” is thriving, trade is going on, no one is chasing you, and the idea will definitely come to your mind to replace the banal newspaper bag with a colored, waterproof bag. You will learn that similar products can be produced by a local printing house. You go there, place an order and encounter the first obstacle: they refuse to take payment in cash because the printing house doesn’t have cash machine. Of course, you can go to the bank and pay the issued bill as individual. But after paying a commission to the bank, which will significantly impact your budget, you will definitely begin to be interested in other forms of transferring money.

After a while, you realize that your “business” is expanding and now you may need not just a bench and an overturned box, but a stationary kiosk in which hired salespeople will have to work. And you are already planning to trade not only seeds: bakery products, soda, candy and chocolate - all this will be difficult to carry in a bag from the nearest store, and with your markup, few people will buy all this from you. Therefore, we need to look for a supplier. And to purchase the first batch of goods, you may need initial capital - an amount that exceeds your savings from street trading.

Here you will encounter not just one, but an avalanche of obstacles. The local municipal authority will refuse you permission to install a kiosk, the bank will not open a current account or give you a loan, not a single supplier or seller will be able to work with you. The first will require a current account, the second - at least a stamp in work book, pension contributions and social package. And all because you do not have registration with the Federal Tax Service (tax office), you are not an equal partner in relations with the listed legal entities (supplier, bank, municipality). You are not an LLC.

Advantages of LLC

It is clear that the described situation is hypothetical and greatly simplified. However, it conveys the essence and benefits of creating an LLC. By registering with the Federal Tax Service, you automatically receive the right to fully conduct business. As an LLC you can:

• open current accounts;
• conduct activities in Russia and abroad;
• enter into supply and sale agreements - interact with other legal entities. persons;
• rent real estate and acquire ownership of it as a legal entity. face;
• obtain permission to conduct various types activities (licenses, certificates, certificates);
• take out loans, borrowings and advances from financial institutions for business development
• many other things that business owners have to constantly deal with.

Although sometimes it happens quite the opposite. Many young people, having registered an organization in their name, begin to consider themselves businessmen. Competent business management requires the creation of a legal entity. faces, but these are not interchangeable concepts.

Definition of LLC

Now let’s finally define what an LLC is.

Society with limited liability is a commercial organization created by one or more individuals/legal entities for the purpose of doing business and making a profit.

LLC is distinguished by the ease of creation in comparison with other forms of doing business (OJSC, CJSC), the situation is simpler only with individual entrepreneurs (we recommend reading). To create an LLC you need:

• the decision of at least one person about its organization;
• write the charter;
• document the financial and economic activities and authorized capital of the company;
• appoint the executive body of the company (director);
• draw up a package of documents according to the list and submit it for registration to the inspection.

After completing the registration stage, which lasts 10 working days, the director of the LLC receives a copy of the Charter, a certificate of registration and. This moment can be considered the beginning of the organization's work.

In the Russian Federation, the activities of limited liability companies are regulated by the law of the same name No. 14-FZ (dated 02/08/1998). It spells out in detail how to organize and how it should work, what rights its founders have, how to manage it, reorganize and liquidate it.

Other forms of doing business (IP, OJSC, CJSC)

Perhaps you already have a question: are there any other forms of doing business and aren’t they easier to organize? Yes, I have. There are joint stock companies (open and closed), production cooperatives, and forms of individual entrepreneurship. It cannot be said that any of them have certain “pros” or “cons”. Each of them differs in the ways of organization and management. And each is designed for specific specific purposes.

Article 87. Basic provisions on a limited liability company

1. A limited liability company is a business entity, which is divided into shares; Participants in a limited liability company are not liable for its obligations and bear the risk of losses associated with the activities of the company, to the extent of the value of their shares.

Participants of the company who have not fully paid for their shares bear joint liability for the obligations of the company to the extent of the value of the unpaid portion of the share of each participant.

2. The corporate name of a limited liability company must contain the name of the company and the words “limited liability”.

3. Legal status limited liability company and the rights and obligations of its participants are determined by this Code and the law on limited liability companies.

Article 88. Participants in a limited liability company

1. The number of participants in a limited liability company should not exceed fifty. Otherwise, it is subject to transformation into a joint stock company within a year, and after this period - in court, if the number of its participants does not decrease to the specified limit.

2. A limited liability company may be founded by one person or may consist of one person, including when created as a result of reorganization.

Article 89. Creation of a limited liability company and its charter

1. The founders of a limited liability company enter into an agreement between themselves that determines the procedure for their implementation joint activities on the establishment of the company, the size of the authorized capital of the company, the size of their shares in the authorized capital of the company and other conditions established by the law on limited liability companies.

The agreement on the establishment of a limited liability company is concluded in writing.

2. The founders of a limited liability company bear joint liability for obligations related to its establishment and arose before it

A limited liability company is liable for the obligations of the company's founders related to its establishment only if the actions of the company's founders are subsequently approved by the general meeting of the company's participants. The extent of the company's liability for these obligations of the company's founders may be limited by the law on limited liability companies.

3. The constituent document of a limited liability company is its charter.

What does a limited liability company entail, what are the principles of its activities, how it is created and managed, the laws relating to this type of business partnership, as well as the definition of the authorized capital.

LLC - limited liability company - an association whose purpose is to carry out commercial activities.

Authorized capital is the contribution of the founders of the enterprise. It is necessary to create a basic financial component and further generate profits. A limited liability company in Russia can be created only if it exists. The authorized capital (sometimes called nominal capital or authorized capital) has an organizational and legal form, and numeric values contributions are determined by agreement when creating a commercial enterprise. A limited liability company is a rather complex structure compared to an individual entrepreneur. This applies to registration in general and taxation issues.

An important issue when creating an LLC is the choice of taxation system.

Creation of an organization

A limited liability company is created as follows:

1. The final definition of the purpose for which the organization is created in comparison with other types of business entities.
2. Drawing up an official verbal designation.
3. Determination of the specific address at which the limited liability company operates. To do this, the owner of the main premises provides a letter of guarantee to the tax service. For correct compilation letter of guarantee You need to carefully read the writing sample and take into account every formality.
4. Selection of activity codes - goals of a limited liability company. This process requires contacting OKVED. Certain activity codes are selected that indicate certain functions of the future organization.
5. Selecting the type of taxation in accordance with calculations of the minimum tax burden.
6. The process of preparing the documents necessary for the establishment, namely: regulations, which were confirmed by the participants of the limited liability company (two copies), a bank certificate of payment of the state fee, minutes of the meeting of participants, an agreement on the creation of an LLC, a form (P11001) application for registration of the creation of an organization, confirmation legal address.
7. Contacting a notary. With its help, documents are certified, namely, signatures on the application, which are sent to the tax office. The applicant is the director of a limited liability company.
8. Payment of state duty.
9. Registration with the Federal Tax Service.
10. Creation of a seal containing: the corporate name of a limited liability company in the Russian Federation, an indication of the location of the organization, and the form of ownership.
11. Opening a checking account. This procedure is carried out in any bank upon issuance of all required documents.

Establishing a limited liability company requires strict adherence to the above points. Articles about limited liability companies posted in this section will help you understand all issues related to registration, including here you can learn how to draw up certain documents of a limited liability company.

Distinctive features and activities of LLC

In addition to the main goals of making a profit and subsequent development, a limited liability company also has other operating principles:

• the transfer of operational management of the company is carried out by all the founders in relation to a certain executive body, which is one of the employees of the organization or a certain person from the outside;
• with the help of meetings of participants having a certain frequency periodicity, there is strategic management enterprise by other founders. During participation in meetings, the management of a limited liability company may change, for example, it is possible, by unanimous decision, to assign any additional rights to one of the participants;
• profit can be distributed not only in accordance with the size of the founders’ investments, it is also calculated by other factors, for example, certain clauses in the charter;
• any participant in the organization can sell his share, and also has the right to leave the organization; for this, the bodies of the limited liability company carry out all the necessary procedures, but only if this possibility was initially provided for in the charter;
• participants have a pre-emptive right, according to which it is possible to purchase the share of one of the founders if his intention is to sell his share to third parties;
• the charter may also provide for the rights of a limited liability company to prohibit the alienation of shares of a specific participant or group of participants in the organization;
• in the event that one of the participants exits the enterprise, the LLC is obligated to pay this person funds that are actually equal to his investment, or to provide any property of equal share value.

A one-person limited liability company provides for the election of an executive body that exercises primary control over the operation of the system. Participants retain the above rights.

However, much more often the organization of a limited liability company requires several executive bodies. However, not every commercial organization requires certain management bodies. The main ones are:

• general meeting of participants (GMS);
• CEO having additional powers that are inaccessible to other participants and which is the most important part included in the definition of a limited liability company;
• a commission that checks documents related to the activities of the organization; this body can also carry out checks on the proper functioning of the company.

The law on a limited liability company does not provide for the mandatory existence of a Directorate or a board of directors, but often their presence contributes to more careful coordination of the activities of the enterprise.

It must be remembered that periodic analysis of the work done and constant monitoring of the correct performance of functions makes it possible to determine which partnership is a limited liability company only on paper. After all, careful compliance with all clauses of the Federal Law on a limited liability company does not yet carry a guarantee of success. Sometimes it happens that an individual entrepreneur rises to the top, and an LLC falls. However, everything depends on you.

The Ministry of Economy proposed to introduce a new organizational and legal form - a specialized economic company (SHO) to work within the framework of project financing. Creditors and investors of agricultural enterprises will be able not only to impose restrictions on the types of activities of a legal entity, prohibit its management from bankrupting or restructuring it, and receive ownership of objects before their physical appearance. So far, the SHO form can only be used in the construction market, but the ministry hopes to make it universal.

The current legislation does not take into account many aspects of project financing (both equity and borrowed capital are invested, and the loan is repaid mainly through income from the operation of the facility under construction), which ultimately does not provide lenders with reliable protection of their rights, and borrowers the opportunity to attract more cheap financing. This is stated in the explanatory note to the draft Federal Law "On Amendments to Civil Code RF and other legislative acts of the Russian Federation (regarding the development of project financing)", published yesterday by the Ministry of Economy - the project is designed to resolve this issue.

Among the main changes that the ministry proposes is the possibility of creating a new organizational and legal form: a specialized business company (SHO; amendments to the laws "On joint stock companies" and "On limited liability companies"). The status of an agricultural enterprise will be borne by the main project company, on whose balance sheet all assets provided for by project financing will be located. At the same time, the charter of an agricultural enterprise will be able to record a limited range of types of its activities that are only directly related to implement the project, and thereby protect the project property “from claims from persons not involved in financing or implementation.”

As the deputy director of the department explained to Kommersant corporate governance Ministry of Economy Rostislav Kokorev, the ministry would like to make the form of agricultural enterprise “universal so that it can be used in various fields.” “But we believe that such a legal entity model will not be widespread due to strictly limited legal capacity. For most types of businesses, rigidity will have more disadvantages,” he explained. According to Kommersant's interlocutor, in the fall of 2010 the bill was sent to the ministries for approval, and it will be submitted to the government in the spring.

The Ministry of Economy is introducing new types of collateral for financing into the Civil Code. Since at the time of provision of funds the construction project itself is often absent, investors will be able to receive, in essence, “future property or rights under agreements” (amendments to the Federal Law “On Mortgages”): an agreement on the provision of a mortgage, in which, in the same way as in the agreement shared construction, identification of the object under construction is carried out on the basis land plot, on which the object is built. The bill introduces a rule (amendments to the Federal Law “On State Registration of Rights to Real Estate and Transactions with It”) on the formation of ownership rights to an object on the basis of “future” law (for the specifics of the activities of agricultural enterprises, see “Online”).

In the construction market, pure project financing is rare: according to the vice-president of PIK Group Artem Eyramdzhanets, in the capital region no more than 10% of projects are financed in this way. Most often, banks use mixed financing, where the source of debt repayment is a property under construction, the security is the guarantees of the parent company or additional collateral - shares, existing real estate properties.

Developers interviewed by Kommersant believe that innovations will legitimize existing practices. As Nikolai Krainov, president of Pokrov Investment Group, says, before the crisis, banks were not so strict in controlling the intended use of loans by developers, and developers theoretically had the opportunity to misuse them. “During the crisis, banks tightened the terms of loans and began to monitor their intended use more closely,” explains Mr. Krainov. “Formally, developers have the opportunity to use the funds raised as part of project financing for other types of activities. But in practice, the existing mechanisms are sufficient,” agrees Artem Eyramdzhants.

Irina Parfentyeva, Anton Belykh

Limited Liability Company (LLC) is one of the most common forms of organization of a legal entity. In accordance with civil law, LLC belongs to the category of business partnerships and companies, the procedure for its organization and legal basis activities are regulated Civil Code of the Russian Federation (Article 87 – Article 94), as well as (as amended on 12/06/11) “On limited liability companies.” In this article we will talk about the features of forming an LLC, its structure, and the procedure for its activities.

The concept of a limited liability company

In accordance with the Federal Law “On LLC”, a limited liability company (LLC) is recognized a business company created by one or several persons, the authorized capital of which is divided into shares; The participants 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 legislation also establishes that the corporate name of a given legal entity must contain the name “society” and the words “limited liability”. Also, the company must have a round seal containing its full corporate name in Russian (and also, 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 forms with its corporate name, its own emblem, as well as registered in in the prescribed manner trademark and other means of individualization.

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

His location

Competencies of governing bodies, the procedure for making decisions

Information on the amount of 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 either by property, property rights, or other rights that have a monetary value

Its branches and representative offices

The rights and obligations of company participants, and the procedure for their withdrawal from the LLC

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

The procedure for storing company documents and 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 law. At the request of a company participant, auditor or any interested party, the LLC is obliged to provide them with the opportunity to familiarize themselves with the company’s charter, including amendments, within a reasonable time. The company is obliged, at the request of its participant, to provide him with a copy of the current charter.

Thus, having drawn from all of the above an idea of ​​the procedure for organizing an LLC and the documents fundamental to its activities, we can move on to studying the issue of the internal structure of the company, its rights and obligations.

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

Before talking directly about the rights and obligations of an LLC, I would like to briefly characterize the internal structure of limited liability companies. So, the highest governing body is the general meeting of LLC participants. It is this body that is competent to make decisions on a number of issues within its exclusive competence (for example, on the termination or limitation of additional rights of company participants). The direct management of the company is carried out by the executive body (collegial or individual). The sole executive body of the company, as a rule, is the general director. Naturally, the executive body of the LLC is accountable to the supreme body of the company, i.e. general meeting 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 the LLC has more than 15 participants, the creation of an audit commission is mandatory).

When talking about the legal capacity of an LLC, it is necessary to separate the competence of the company and the rights of its participants. So, to basic rights of LLC, as a legal entity, include:

Right to own separate property, taken into account on its independent balance sheet

The right on one’s own behalf to acquire and exercise property and personal non-property rights, bear responsibilities, be a plaintiff and defendant in

The right to open bank accounts in the prescribed manner on the territory of the Russian Federation and abroad.

Have any civil rights, as well as bear civil responsibilities necessary to carry out any types of activities that are not prohibited federal laws, if this does not contradict the subject and goals of the activity established in the charter. An LLC can engage in certain types of activities only on the basis of a special permit (license).

Talking about least responsibility of society, you should know that in this case, the law establishes the following rules:

The LLC is liable for its obligations with all its property.

LLC is not responsible for the obligations of its participants

In a number of cases () in the event of insolvency (bankruptcy) of a company through the fault of its participants (other persons established by law), these participants (other persons) in the event of insufficient property of the company may be assigned subsidiary liability for its obligations.

The Russian Federation (subjects of the Russian Federation, 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 as them. So, LLC participants can be both and legal entities(By general rule government bodies and local governments cannot be participants in the LLC). The number of participants in the company can be from one to fifty - if the number of participants is greater, it must be transformed into an OJSC or into a production cooperative. Society members, as such, as well have a certain set of rights. In accordance with the procedure provided for by the charter of the company, its participants have the right: