What a company founder should know. Who can be the founder of LLC

Company creation- this is not only an independent future, but also a great responsibility to the state, subordinates, and partners. On the one hand, freedom from obligations to the employer, on the other hand, there are many factors that can damage one’s reputation and well-being, and the possibility of losing everything cannot be ruled out.

In order to conduct business competently, without the risk of losing investments, it is important to decide in advance on the organizational and legal form, familiarize yourself with the responsibilities and avoid actions that contribute to the exclusion of co-owners.

The organizer of a new enterprise, who has a share in the business, receives benefits from it, and controls its development and activities is founder. A founder can be one or several individuals or legal entities.

Business owners can be adult, capable citizens of the Russian Federation, foreigners, Russian and foreign legal entities.

Difference from participant

The main difference is that the founder is the creator of the enterprise and the owner, who retains his status for the entire period of activity of the LLC, OJSC, ODO, CJSC, while the participant is shareholder of the authorized capital of LLC.

More precisely:

The founder creates an enterprise by acquiring the status of a participant or shareholder.
The founder acquires status due to the constituent agreement, and the participant - due to the fact that he owns part of the authorized capital of the LLC.
The founder can create an enterprise of any organizational and legal form (LLC, OJSC, ALC, CJSC9, and participants can only own shares in the LLC.
Information about the founders in the Unified State Register of Legal Entities will remain unchanged, but information about the participants may change.

Maximum number of LLC participants

Maximum quantity LLC participants should not be more than 50 persons. If this number is exceeded, then the LLC will be forced to change its organizational and legal form to OJSC. In case of refusal to transform, the company will be liquidated based on a court decision.

The main responsibilities of the founder are:

drawing up the company's charter;
creation of authorized capital;
registration of an enterprise;
search for a legal address and provision;
registration with the tax office;
availability of company seal and documents;
availability of a registration certificate;
presence of one or more current bank accounts;
personnel selection.

making a profit from the activities of the enterprise;
availability complete information about the company's activities;
access to all documents and reports;
the right to make decisions within the enterprise;
the ability to dispose of the company's share at its own discretion (sale, alienation);
receiving part of the profit from the sale of the company.

The founder is responsible for bankruptcy if there is evidence of his involvement. There is no other way to recover the loss incurred.

As for the founders, their area of responsibility is much wider. Sometimes you have to make decisions on your own that may turn out to be illegal and, accordingly, be responsible for them.

If the manager has not crossed the limits of permissible errors, then the situation not critical. If the manager has exceeded his authority, responsibility.

List of reasons for opening a court case:

transactions that resulted in losses;
providing incorrect data on signed documents;
conclusion of agreements inconsistent with other participants;
assignment of important documents;
signing unfavorable agreements;
cooperation with unreliable companies.

All losses due to the fault of the manager are compensated, the amount depends on direct, indirect damage or lost profit.

The founders can be the founders of a general partnership, limited partnership, limited and additional liability company, open and closed joint stock companies.

General partnership

A general partnership is the members of an organization who carry out commercial activities on behalf of the partnership and are liable with their property.

Partnership of Faith

In a limited partnership, not only the organizers of the business, who are responsible with their property, take part, but also investors who do not take part in the activities of the company and are not responsible for its actions.

The risk for investors is that they may suffer losses equal to their investment.

Limited Liability Company

LLC is an organization whose authorized capital is divided between co-founders, if there are several of them. There is a possibility of incurring losses corresponding to the contribution, but there are no other obligations in relation to the activities of the LLC.

Additional liability company

ALC is a company between whose members parts of the authorized capital in shares are documented. If one of the participants goes bankrupt, the rest are liable in the amount of their contribution.

Joint stock company

JSC is a company where the authorized capital is shares, the number of which is divided between the founders. Participants are not liable for obligations joint stock company, but risk incurring losses equal to the value of the shares they own. AO happens two types:

public corporation, where co-owners have the right to transfer their shares to another person without the consent of the participants. legally may issue and freely sell shares to anyone. This requires the annual publication of an annual profit or loss report, balance sheet, messages about held meetings of shareholders in accordance with Federal Law No. 208-FZ and other information on securities and the stock market.
Closed joint stock company with the distribution of shares only between the co-owners of the business. Shares are not publicly traded, so only a limited number of people can own them.

Founders meeting

All important decisions are accepted on meeting of founders, and every unanimous decision is decisive for the company. Meetings can be scheduled, which are held annually, and extraordinary, which require an urgent decision.

How to hold a meeting of LLC participants is shown in detail in the video.

Responsible for timely notification of the meeting and preparation of documents executive body in accordance with Article 35 of Federal Law No. 14-FZ.

The notice and other related documents are sent to all founders without exception by registered mail or another more budget-friendly but reliable way a month before the meeting.

The notice must include information:

time, place;
program;
conditions for introducing additional questions.

Exists procedure for holding meetings. Before the start, the attendance of participants is checked and registration is carried out.

Information included in the protocol:

time, place;
details of identity documents;
a list of issues to be discussed;
All necessary materials and documents;
voting results;
decisions made.

Within 10 days After the meeting, copies of the minutes must be sent to all participants.

Is it possible to exclude a participant from the lineup?

When one of the participants often violates obligations other co-owners are faced with the question of exclusion from society, regardless of what share in the business he owns.

The grounds for excluding a participant from the LLC are:

Regular violation of obligations regulated by the Charter to other participants: refusal to pay a share in the authorized capital on time and the right size, absence from shareholders' meetings without good reason, disclosure of confidential information about the organization.
An obstacle or complication in the activities of society that interferes with achieving the goal.

An exception is possible only on the basis court decision. There must be irrefutable evidence that the participant deserves to be stripped of his co-owner status. To petition against him in court, the plaintiff must have at least 10% shares.

Change of founders, exit from LLC, settlement in 2018

A change of founder in 2018 requires compliance with the following algorithm of actions:

Acceptance of a new participant’s application for inclusion in the founders.
Registration of all changes made to the charter through tax office, by providing a notarized application (form P14001), charter with adjustments, minutes, certificate of registration, extracts from unified register, payment receipts (state duty - 800 rubles).
A participant who wishes to resign from the founding membership writes a corresponding statement. If a participant refuses to write a statement voluntarily, this will be decided through the court.
Repeated appeal to tax authorities with notification of changes in the composition of the founders. It is required to provide a statement certified by a notary (form P14001), a statement from a withdrawing participant, and a protocol.
Payment to a retired LLC member of the portion of the authorized capital due to him.

Whether a business will be successful or unprofitable depends on founder's abilities. Only a competent owner will be able to bring the company to a high, decent level without breaking the law and ensuring stability for its staff.

The video describes in detail the difference between a manager and a founder.

The rights and obligations of LLC founders are regulated by Federal Law No. 14-FZ dated 02/08/1998. The main feature and difference between the founder and other legal entities is that he is liable to creditors only to the extent of his share.

The founders of a society are citizens and organizations that decided to create it. In other words, this is founders of the organization. By the term participants we mean citizens or legal entities who joined the society after its creation. At their core, a founder and a participant are identical concepts, since after registering a company, the founder becomes a participant. Most legislative acts do not distinguish between these concepts.

Basic and additional rules and regulations

Participants have rights and obligations that are set out in Articles 8 and 9 of the LLC Law. Fundamental rights include:

acceptance management decisions in relation to the affairs of the company in accordance with the Charter and federal legislation regulating its activities;
obtaining full reporting on the activities of the LLC, the opportunity to familiarize itself with its accounting and other documentation;
participation in the distribution of profits;
alienation of one's own share through sale and other means;
withdrawal from the company by transferring one’s own share to the company;
the possibility of receiving a certain share of property or its value at the time of liquidation of the company.

TO additional rights include other rights reflected in the charter. Basically, additional rights are prescribed in the charter before registration.

Additional rights that were assigned to one participant cannot be transferred to another participant in the event of acquiring a share. They may be subject to limitation or termination based on general decision of the owners.

The adopted decision becomes valid when the majority of the founders who took part in the meeting and there was a quorum voted for it.

A participant who has additional rights can always waive them by sending a statement to the company in advance. Upon receipt of this application, the rights additionally assigned to the participant are not preserved.

The owners of an organization can draw up a specific agreement among themselves to determine the rights in the organization, on the basis of which they accept an obligation to delimit their rights or refuse to exercise them, which may also concern voting at a general meeting, issues regarding the alienation of a share or part thereof.

Other actions may be subject to approval related to the management, creation and activities of the company. The agreement is drawn up in writing and must be signed by all participants.

The main responsibilities of participants include:

payment of the authorized capital (the procedure, amounts and terms are specified in the agreement on establishment and the law on LLC);
non-disclosure of confidential information.

Responsibilities assigned additionally on the participant, can be specified in the charter upon its establishment or assigned by unanimous decision. Additional responsibilities also do not transfer to another person. Based on a unanimous decision, they can be canceled.

Elimination process: change, exit, calculations

A participant has the right to leave the company at any time; to do this, he must contact the company’s address with a written application to withdraw from the company and alienate his share to the latter, regardless of the consent of other participants.

The application must be certified notarized. The legislator prohibits all owners from leaving the company; it is considered unacceptable when there are no participants in an LLC; the sole owner also cannot leave the organization.

A change in the composition of the owners of the organization can be carried out two ways:

by concluding a share acquisition agreement;
by leaving the organization and accepting a new owner.

The share alienation agreement must be notarized. In addition to the contract, the notary must bring following documents:

application in the approved form (the participant’s signature is certified in the presence of a notary with the obligatory presence of a passport);
extract from the Unified State Register of Legal Entities;
state registration certificate;
certificate of registration with the tax authorities;
original charter of the company (with the “living” seal of the tax office);
list of company participants;
notarized consent of the spouses to complete the transaction or a statement from the participant in the transaction that he is not married;
original protocol or decision of the sole participant confirming the transaction.

To register changes, a notary on one's own sends documents to the tax office.

The second way to change a participant is as follows. Having written a corresponding application to the company addressed to the director, the participant leaves it. Within 3 months, the company is obliged to pay him the value of his share.

It is worth noting that with this option of leaving the company, the relevant positions must be specified in the charter.

Then into society new member joins, which contributes funds to the authorized capital. Next, he is given the share previously owned by the withdrawing participant. In this case, the notary certifies only the applicant’s signatures on applications when the founders change, so you can do without paying for a notary.

It happens in a special way change of the only participant. There is an alienation of the share by the participant under the purchase and sale agreement to an individual or legal entity.

When completing this transaction, you will need to contact a notary to perform notarial acts and provide the above documents.

More information about the responsibility of founders can be found in this video.

Who can become

The founders can be citizens and organizations, however, federal law limits the circle of persons who have the right to engage in commercial activities and be the owner of a company.

The law states that local governments, as well as state bodies, are prohibited from becoming founders of LLCs. Accordingly, the city administration, executive committees, law enforcement and supervisory authorities cannot create such societies, as this would be contrary to current legislation.

Advocate

A lawyer can act as the owner of an LLC. The ban applies only to paid activities, not counting scientific, teaching and creative activities, this is stated in Art. 2 of the Federal Law of the Russian Federation, regulating the activities of lawyers. Owning certain property that generates profit is not prohibited. Work for hire, that is, for employment contract, the lawyer cannot.

Civil servant

A civil servant also cannot become a founder, since he is subject to restrictions related to his work. Article 11 of the Federal Law of the Russian Federation “On the Fundamentals of the Civil Service of the Russian Federation” indicates that a civil servant does not have the right to carry out other paid activities, except for pedagogical, scientific and other creative activity. The Anti-Corruption Law also prohibits civil servants from being founders of LLCs.

Budgetary institution

The budgetary institution is non-profit organization created by the Russian Federation, constituent entities of the Russian Federation or municipal entity to perform work and provide services. It follows from this concept that this type of institution was created by the state or municipality; accordingly, it is subject to prohibitions directly reflected in the LLC law.

Deputy

The federal law regulating the activities of State Duma deputies and members of the Federation Council prohibits them from engaging in entrepreneurial activity and participate in activities related to the management of the business company, including the work of the general meeting.

MUP

A municipal unitary enterprise has the right to act as a founder of a limited liability company, since the federal law “On State and Municipal Unitary Enterprises” allows unitary enterprises to be participants in commercial and non-profit organizations.

In addition to the desire to become a member of the company, these enterprises need the consent of the owner. Also, municipal employees and military personnel cannot act as participants in the society.

The process of becoming

Becoming a founder of an LLC is quite easy. In addition to desire, you need to calculate your chances and opportunities, not only financial, but also regarding relationships with future partners and, for example, with.

It is necessary to outline and define the customer base, since the success of the organization depends on a good start.

In order to become sole founder society, it is necessary:

develop an LLC charter;
approve the decision to establish a company;
prepare an application for the creation of a company;
conclude an agreement to rent office space, or you need to have your own (to register a legal address);
pay for the authorized capital (minimum amount of 10 thousand rubles) in any of the banks, it is advisable to choose the one with which you would like to continue working. Can be replaced by a property contribution, this requires a market valuation;
pay the state registration fee in the amount of 4,000 rubles.

Documents larger than one sheet must be bound, numbered on each page and signed by the founder.

When creating a company by several founders, in addition to the listed documents, an agreement of incorporation and a list of participants are required; instead of the decision of the sole founder, a protocol is approved.

You can find out how the founders of an LLC change in this video.

When choosing a legal form (individual entrepreneur 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 are created by a single founder, who, in most cases, manages the business himself.

Many companies do not really function, not even earning enough for the director’s salary and not differing in profitability from a freelancer who provides services in his free time from hired work. However, legal entities in Russia are registered as often as individual entrepreneurs.

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

Liability of a legal entity

First, let’s find out where the confidence comes from that it is financially safe to conduct business in the form of an LLC? Article 56 of the Civil Code of 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, to the question: “What responsibility does the founder of an LLC bear?” the majority answers - only within the limits of the share in the authorized capital.

Indeed, if the company is solvent and pays on time to the state, employees and partners, then the owner cannot be attracted to pay the company’s bills. The created organization acts in civil circulation as an independent entity and is itself responsible for its own obligations. As a result, a false impression is created complete absence liability of the LLC owner to creditors and the budget.

However, the limited liability of a company is valid only as long as it exists legal entity. But if an LLC is declared bankrupt, then the participants may be subject to additional or subsidiary liability. True, it is necessary to prove that it was the actions of the participants that led to the financial disaster of the company, but creditors who want to get their money back will make every effort to do this.

Article 3 of Law No. 14-FZ dated 02/08/1998: “In the event of insolvency (bankruptcy) of a company due to the fault of its participants, these persons, in the event of insufficient property of the company, may be assigned subsidiary liability for its obligations.”

Subsidiary liability is not limited to 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, 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 held to unlimited subsidiary liability, which in a financial sense makes him equal to an individual entrepreneur.

Manager and founder rolled into one

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 a hired general manager, some share of financial risks is transferred to him. According to Article 44 of the Law “On LLC”, the manager is responsible to society for losses caused by his guilty actions or inaction.

Liability for debts arises if there are such signs of guilty actions or inaction:

making a transaction to the detriment of the interests of the enterprise he manages, based on personal interest;
concealment of information about the details of the transaction or failure to obtain the approval of participants when such a need exists;
failure to take measures to obtain information relevant to the transaction (for example, information about the contractor is not verified or clarified if the nature of the work requires it);
making decisions about a transaction without taking into account 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 manager for compensation for 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 will be removed from him.

But what if the owner is the manager of the company? In this case, it will not be possible to refer to an unscrupulous hired manager. The presence of outstanding debts obliges the sole executive body to take all measures to repay them, even if the owner is the only one, and at first glance, does not infringe on anyone’s interests with his 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 involved in heat and water supply for many years, he declared in a competition for the right to lease utility infrastructure facilities new company with the same name. As a result, the previous 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 the loan to be repaid 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 legality of the tax authorities’ methods of work; we will simply admit that they are not to be trifled with. It is possible to agree with private creditors on writing off part of the debt or restructuring payments, but with a critical budget the amount of debt will already be over 300,000 rubles.

The liability of the founder for the debts of a legal entity to the state is also specified in the law.

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

If the amount of tax debt exceeds 300,000 rubles, and the repayment period 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 the tax inspectorate will do this, but with the requirement that the manager and/or founders be found guilty.

Attempts to withdraw assets from the organization in order not to pay arrears on taxes will also not lead to anything good. 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 if there were no funds to pay the tax and the company was declared bankrupt, the obligations of the legal entity would cease. However, the tax inspectorate, having filed a lawsuit, proved the guilt of the company owners in the formation of arrears and collected the debt from their personal funds.

Of course, it is more difficult and longer to attract the founder of an LLC for the debts of his company 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 dated January 27, 2015 No. 81-KG14-19, the court found the manager and sole owner responsible for failure to pay VAT on a large scale and confirmed the legality of collecting damages from an individual to the state in the amount of the unpaid amount of tax. This decision, in fact, became a judicial precedent, after which all similar cases are considered easier and faster. The founder, in addition to the obligation to repay the debt itself, also receives a criminal record.

Prosecution procedure

At what point does the founder become responsible for the activities of the LLC? As we said above, this is only possible during the bankruptcy process of a legal entity. If an organization simply ceases to exist, having honestly paid all creditors in the process, then there can be no claims against the owner.

Protecting the interests of the budget and other creditors is 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 carrying out bankruptcy and bringing to responsibility the managers and owners of the company, as well as persons controlling the debtor.

The latter refers to persons who, although not formally owners, had the opportunity to instruct the manager or participants 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 (Resolution of the 17th Arbitration Court of Appeal in the case No. A60-1260/2009).

The manager must submit an application 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 begin bankruptcy proceedings. In this case, the party filing the claim appoints the selected arbitration manager, and this has special meaning in attracting 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 within a year before the application for declaring the debtor bankrupt was accepted. In cases where the transaction was completed at prices below market prices, the period for challenging is increased to three years.

During the insolvency process, the director, business owner, and beneficiary are involved in the proceedings. 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 that has been said:

The liability of a participant is not limited to the size of the share in the authorized capital, but can be unlimited and repaid from personal property. There is little point in establishing an LLC just to avoid financial risks.
If the company is run 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.
Accounting statements must be under strict control; loss or distortion of documents is a particular risk factor indicating deliberate bankruptcy.
Creditors have the right to demand collection of debts from the owner himself if the legal entity is in the process of bankruptcy and is unable to meet its obligations.
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.
Creditors must prove the connection between the financial insolvency of the company and the actions/inactions of the participant, but in some situations there is a presumption of his guilt, i.e. no proof required.
Withdrawal of assets from a company on the eve of bankruptcy is a significant risk of criminal prosecution.
It is better to initiate the bankruptcy procedure yourself, but this should only be done with the involvement of highly specialized lawyers with positive experience in similar cases.

Founders are legal entities, as well as individuals, who are directly related to the organization of the Company.

Founders or participants

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The very concept of founders can only be applied at the time of establishment itself. After the formation of a society, the term participant is used.

Their composition consists of the same legal and individuals. Foreigners may be included in the company's membership.

Rights of LLC founders.

Rights can all be divided into two categories:

Personal.
Material.

In turn, these main points include the following components:

The opportunity to directly participate in the existence and management of an LLC without contradictions with the procedure established by the Federal Law.
Receive introductory information about the work and delve into accounting data and other documents in the manner established by the company’s charter.
Directly participate in the process of distribution of profits received.
If necessary, sell or otherwise withdraw from your own share in the capital. This can be done by selling your share to another founder or another person in accordance with the procedure Federal Law about the LLC, as well as the charter of the company.
In the case where the charter provides for this, exit the Limited Liability Company by transferring your part to the company. It is also possible to demand the acquisition of a share of an LLC in those cases provided for by Federal Law.

Get certain part property in the event that the Company is liquidated. It is allowed to appropriate only the share that remains after all procedures for paying creditors for debts;

It is also possible to grant co-founders additional rights. These rights granted to one of the participants, in the event of his alienation from his share, are in no case transferred to the entity that acquired them.

Such rights are granted in the following situations:

They are provided directly in the charter itself during the registration procedure of the Company.
They are provided by unanimous decision at meetings of all organizers of a given society. The decision must be made unanimously.

If the adopted additional rights are the property of the entire group of founders of the organization, then only a collegial decision at a meeting at which the attendance of all founders is required can limit or deprive the rights. The established condition must be met - the decision must be made only unanimously.

Attributable rights entrusted to any of the participants can also be revoked only if the rest of the founders decide at a meeting with the presence of all members of the company. There is a slightly different nuance at this point. For entry decision taken At a meeting of all founders of a Limited Liability Company, the consent of only 2/3 of those voting is sufficient. The participant himself subject to this procedure must necessarily vote for the withdrawal of rights or give written consent.

The LLC participant who has been granted additional rights has the right to refuse to exercise them. In this case, written notice must be given to the society. Additional rights terminate from the moment the company receives the sent notice.

There is a special procedure for the exercise of rights by founders. The founders themselves can suspend their rights or, if desired, manage them in the established sequence.

The following points apply to this order:

At the meeting of all founders, make your own vote only in a certain way;
The ability to agree on the option for which you want to vote with other participants;
Own part is not prohibited from being sold at a certain set price;
To sell your share in the event of the occurrence of any certain circumstances;

There is a possibility of alienation of a share before the occurrence of accepted circumstances. To establish such a special procedure, it is necessary to agree and conclude a specific agreement on the rights of LLC participants. This agreement must be drawn up in writing and in a single copy. All parties must sign it.

Responsibilities of the founders

The founders have a number of inalienable rights, now let’s look at each of them:

The right to direct management of an organized Company.
The right to receive reliable, complete, accurate and up-to-date information about the activities of the organization, as well as compiled and submitted accounting documentation and reporting.
Receive profit in a timely, unhindered manner, in a form convenient for yourself, according to calculations, in proportion to your own share included in the authorized capital.
At any time, at his own request, the founder has the full right to leave the board of founders, while receiving his share in full.
Has the right to dispose of its share in the total capital of the organization, or more precisely, to sell, alienate or demand from the limited liability company the acquisition of this block of financial obligations.
In the event of liquidation of the company, the founder has the right to demand the remainder of the property that remains after covering debts and settlements with creditors.

Responsibility of LLC founders

Liability for LLC operations is provided for in the Russian Federation and is implemented in practice in accordance with Law No. 14 - Federal Law of 02/08/1998. which states that the founder himself will not be liable for obligations not fulfilled for any reason. He is fully responsible only for losses, but within the limits of his own share in the capital.

Worth noting important point: the above should be understood as the founder’s biased liability, and his loss of funds contributed as a share. He will answer only if it is possible to prove his direct guilt in the failure to fulfill the obligations of the LLC, resulting in losses (more details about this are written in Article 3, paragraph 3, of Law No. 14 of 02/08/1998).

Administrative liability will apply to the founders on such points as: bankruptcy (whether it is fictitious or intentional), as well as illegal actions and transactions committed by him directly during the bankruptcy procedure (more details in Articles 14.12, 14.13 of the Administrative Code).

From the above it follows that, of course, it is very, very difficult to force the founders to answer for their shares in the LLC, but not impossible. You just need to use the necessary mechanisms responsible for subsidiary liability.

The meaning of subsidiary liability is that it involves reimbursing debts to counterparties from the personal funds of the company’s founders, including the general director. This became possible thanks to the entry into force of the Law “On Insolvency (Bankruptcy)” dated 06/05/09. After the amendments were introduced, it became much easier to hold directors, managers, managers and accountants accountable.

Under the old law, it was possible to punish only the founders who were such at the time of the bankruptcy procedure, which was at an early stage. However, in this situation, it was very easy for many to avoid responsibility by simply changing the composition of the founders and managers. Now everything is different. It is very simple to prove such fraud; it is enough to have witness testimony that the court will find very convincing and will attach these materials to the case.

The management of the LLC will be held accountable only if it can be proven that they are directly responsible for the bankruptcy of the company. An important factor is the fact of bankruptcy itself, that is, the inability of an LLC to fulfill its financial obligations to creditors and counterparties. To do this, it is necessary to have a solution appropriate judicial authority, for example, the Arbitration Court.

The last and perhaps the most important factor there is a proven connection between the inability of the limited liability company to fulfill its economic obligations and the illegal actions of the accused.