Maximum number of LLC participants established at the legislative level (as well as the minimum). The article will consider the question of what is the maximum number of founders in a company, and what to do if the number of participants exceeds the maximum value.

The exact number of LLC participants, which should not exceed the limit established by law

In paragraph 1 of Art. 88 of the Civil Code of the Russian Federation establishes the maximum number of participants in a company. It cannot exceed 50 people. If the number of participants is more than one, then all issues of the company’s activities are resolved at the general meeting.

In an LLC, from 1 to 50 persons can simultaneously act as participants.

If the number of founders exceeds 50, then the organization must be transformed into a joint-stock company (JSC) within one year. If appropriate steps to change the organizational and legal form of the company are not taken within a year, the company will suffer the fate of liquidation through the courts.

The question arises: what to do if the number of participants in the company exceeds 50, if there is no desire to transfer the LLC to a JSC? How to resolve the situation will be discussed below.

What to do if the number of participants in a company exceeds the maximum?

When there are more than 50 participants in a company, and there is no desire to transfer the LLC to a JSC, it is necessary to look for other ways out of the situation. The only reasonable solution is to reduce the number of entities in the company. There are two ways – voluntary and forced. Compulsory is the most difficult because it is carried out through the courts.

The voluntary method is somewhat simpler, but sometimes it is not feasible, since the participants of the company do not always want to lose their status. The voluntary withdrawal of participants is carried out according to the algorithm contained in Art. 26 Federal Law “On Limited Liability Companies” dated 02/08/1998 No. 14-FZ.

1. A participant who wishes to leave the LLC transfers a share in the authorized capital to the company and sends a withdrawal application to the company, which is first certified by a notary.
2. Changes are registered by submitting an application to the Federal Tax Service in form 14001, a notarized copy of the participant’s withdrawal application, and the minutes of the general meeting, according to which the share of the retiring participant was redistributed.
3. After completing the registration procedure, changes are made to the Unified State Register of Legal Entities. Registration takes 5 days.

Thus, the number of founders of the company cannot exceed 50 individuals (or legal entities). If the number is exceeded, it is necessary to resolve the issue of transferring the LLC to a JSC, or resolve the issue of removing “extra” participants from the company.

Participants in an LLC can be legal entities and citizens, including those not professionally engaged in entrepreneurial activities. The law may prohibit or limit the participation of certain categories of citizens in limited liability companies, as well as in other commercial organizations. Commentary on the Civil Code of the Russian Federation. Part one / Ed. T.E. Abova and A.Yu. Kabalkin - M.: Yurait-Izdat, 2004 - Commentary on article 88.

State bodies and local government bodies do not have the right to be participants in companies, unless otherwise provided by law, Federal Law of February 8, 1998 N 14-FZ “On Limited Liability Companies” // SPS Garant. - clause 2 of article 7. An LLC can be founded by one person, who becomes its sole participant. The company may subsequently become a single-member company.

The legislation establishes a limit on the number of participants in an LLC - no more than 50. If the number of participants in the company exceeds the established limit, the LLC must be transformed into an open joint-stock company or a production cooperative; otherwise, it is subject to liquidation in court at the request of the authorized bodies.

LLC participants have certain rights and obligations, called corporate. The rights of participants in a company as an association of capital include: the right to participate in managing the affairs of the company; the right to receive information about the activities of the company and become familiar with its books of account and other documentation; the right to participate in the distribution of profits; the right to sell or otherwise assign a share (part of a share) in the authorized capital of the company; the right to leave the company at any time, regardless of the consent of other participants, and to receive a share of the company’s property; the right to receive the property or monetary equivalent of part of the company's property remaining after settlements with creditors - the right to a liquidation quota.

The obligations of the company's participants are not related to the need for personal participation in the business activities of the company and are limited to the following: make contributions to the authorized capital in the manner, amount, composition and time frame provided for by law and constituent documents, and not disclose confidential information about the company's activities.

A new feature of the LLC Law is the possibility of granting participants of a limited liability company additional rights and obligations. Such rights and obligations can be granted to everyone without exception, as well as to individual members of the company. In any case, additional rights and obligations may be provided for either by the charter of a particular company upon its establishment, or subsequently by a unanimous decision of the general meeting of participants.

In the event of alienation of a share (part of a share) of a participant, the additional rights and obligations belonging to him do not pass to the acquirer of the share (part of a share). This indicates the personal nature of the additional rights granted to the participant and the responsibilities assigned to him.

A participant in a company has the right to leave the company regardless of the consent of its other participants and the company. Federal Law of February 8, 1998 N 14-FZ “On Limited Liability Companies” // SPS Garant. - clause 1, article 28. This norm is imperative. In this regard, the resolution of the Plenums of the Supreme Court and the Supreme Arbitration Court of the Russian Federation dated July 1, 1996 No. 6/8 specifically explains that “the conditions of the constituent documents of limited liability companies that interfere with the owner of this right or limit it should be considered void, i.e. . not giving rise to legal consequences" Resolution of the Plenum of the Supreme Court of the Russian Federation and the Plenum of the Supreme Arbitration Court of the Russian Federation dated July 1, 1996 N 6/8 "On some issues related to the application of part one of the Civil Code of the Russian Federation" - paragraph 27.

When a participant leaves the company, he must be paid the actual value of his share or allocated in kind property of the same value within 6 months from the end of the financial year in which the application for withdrawal from the company was submitted, unless a shorter period is provided for by the charter. The share of a participant leaving the company passes to the company from the moment the application for withdrawal is submitted.

Only with the adoption of the LLC Law was the first time that the procedure for the withdrawal of a participant from an LLC was directly regulated in legislation.

There is no consensus among scientists and legal practitioners in assessing the procedure provided for by law for paying the exiting participant the actual value of the share. Some consider this a progressive norm that ensures the participant’s free disposal of his property and, ultimately, the exercise of the right to engage in entrepreneurial activity in a form that suits him. Others believe that with this approach, a single property complex that provides society with the opportunity for successful entrepreneurial activity can be destroyed. So, S.D. Mogilevsky writes: “The implementation of the right of a participant to freely withdraw from the company with him receiving the actual value of his share makes a limited liability company one of the most risky organizational and legal forms of legal entities provided for by Russian legislation” Mogilevsky S.D. Decree. op. - P.93..

The exclusion of a participant from an LLC is possible only in court at the request of participants whose total share is at least 10% of the authorized capital of the company. The grounds for exclusion may be a gross violation by a participant of his duties or actions (inaction) that make the company’s activities impossible or significantly complicate it Federal Law of February 8, 1998 No. 14-FZ “On Limited Liability Companies” // SPS Garant. - Art. 10. The excluded participant must be paid the actual value of his share, determined according to the company’s financial statements for the last reporting period preceding the date of entry into force of the court decision on exclusion. The property consequences of withdrawal and exclusion of a participant from the society are the same, which means that exclusion from the society itself is not a sanction against an unscrupulous participant. Adverse legal consequences in relation to it may be provided for, for example, in the constituent agreement in the form of the need to compensate the excluded participant for damage caused by his actions (inaction) to the company and even pay penalties.

Founders (participants) and constituent document of a limited liability company

The founders of an LLC can be individuals and legal entities, regardless of residence or registration, including foreigners or foreign companies. A legal entity in which the founder is one individual, as well as state and municipal bodies, cannot be a founder, with the exception of cases specifically specified by law. The Civil Code of the Russian Federation and No. 14 - Federal Law stipulate that the number of participants in an LLC is strictly limited. It should not exceed 50 people. If the number of participants exceeds this permissible limit, then the company must be transformed into an OJSC or production cooperative within a year. After this time, if the number of participants has not decreased and the LLC has not been transformed, then it will be subject to forced liquidation, in court at the request of the body carrying out state registration of legal entities or other state local government bodies (clause 1 of Article 88 of the Civil Code of the Russian Federation ).

For any legal entity, a mandatory feature is the presence of separate property and independent responsibility for its obligations with this property. Legal entities are usually divided into those that have ownership rights to separate property and those that have other proprietary rights to the property assigned to them. The ownership right to property transferred by the founders to their company as contributions accrues to the LLC from the moment of state registration. In the event of insolvency (bankruptcy) of an LLC through the fault of its participants or through the fault of other persons who have the right to give instructions mandatory for the LLC, or otherwise have the opportunity to determine its actions, these participants or other persons in the event of insufficient property of the LLC may be assigned subsidiary responsibility for his obligations.

The rights of company participants are determined in accordance with Article 8 No. 14 - Federal Law. LLC participants have the right:

• - participate in managing the affairs of the company in the manner established by law and the constituent documents of the company;
• - receive information about the activities of the company and get acquainted with its accounting books and other documentation in the manner established by its constituent documents;
• - take part in the distribution of profits;
• - sell or otherwise alienate your share or part of the share in the authorized capital of the company to one or several participants of this company or to another person in the manner prescribed by No. 14 - Federal Law and the charter of the company;
• - leave the company by alienating your share to the company, if such a possibility is provided for by the company’s charter, or require the company to acquire a share in cases provided for by No. 14 - Federal Law;
• - in the event of liquidation of the company, receive part of the property remaining after settlements with creditors, or its value.

The rights listed above are basic and mandatory, because they cannot be excluded or limited by the company’s charter and most fully ensure the realization of the interests of each participant in the company. Participants also have other rights provided for by No. 14 - Federal Law, for example, the right to pledge a share in the authorized capital of the company, the right to appeal in court the decisions of the company’s bodies, etc.

In addition to the rights provided for in paragraph 1 of Article 8 No. 14 - Federal Law, the company's charter may provide for additional rights for company participants. These rights may be provided directly by the charter of the company upon its establishment, or they may be granted to a participant of the company by decision of the general meeting of participants of the company, adopted unanimously by all participants.

Additional rights granted to a specific member of the company, in the event of alienation of his share or part of the share to the acquirer of the share or part of the share, are not transferred.

Additional rights granted to all participants may be terminated or limited. This is carried out by decision of the general meeting of the company's participants, adopted unanimously by all participants. Additional rights granted to a specific participant may be terminated or limited by a decision of the general meeting of company participants, adopted by a majority of at least two-thirds of the total number of votes of the company participants, provided that the company participant who has such additional rights voted for such a decision and gave written consent.

A member of the company who has been granted additional rights may refuse to exercise the additional rights belonging to him by sending a written notice to the company. From the moment the company receives this notification, the additional rights of the company participant are terminated. Experts point out that the additional rights of company participants are personal in nature and cannot be transferred to anyone.

And recently, the founders (participants) of a company have the right to enter into an agreement on the exercise of the rights of company participants, according to which they undertake to exercise their rights in a certain way and refrain from exercising these rights, including voting in a certain way at the general meeting of company participants, and agreeing on a voting option with other participants, sell a share or part of a share at a price determined by this agreement and (or) upon the occurrence of certain circumstances, or refrain from alienating a share or part thereof until the occurrence of certain circumstances, as well as carry out other actions in concert related to the management of the company, with the creation, activities, reorganization and liquidation of the company. This agreement is concluded in writing by drawing up one document signed by the parties.

A participant can always waive additional rights, even after making such a decision.

Article 9 No. 14 - Federal Law also provides for the responsibilities of LLC participants. These include:

• - pay for shares in the authorized capital of the company in the manner, in the amounts and within the time limits provided for by the agreement on establishment and No. 14 - Federal Law;
• - not to disclose confidential information about the activities of the company;

Since it is possible to stipulate additional rights in the company’s charter, it is also worth mentioning additional responsibilities. They can also be provided for by the charter of the company upon its establishment or assigned to all participants of the company by decision made at the general meeting of the company's participants. The process for assigning additional responsibilities to a specific participant is the same as when assigning additional rights to a specific participant.

The exclusion of a company participant from the company is carried out according to the rules of Article 10 of the Law “On Limited Liability Companies”. Participants of the company, whose shares in the aggregate amount to at least 10% of the authorized capital of the company, have the right to demand in court the exclusion from the company of a participant who grossly violates his duties or by his actions (inaction) makes the activities of the company impossible or significantly complicates it.

Before the entry into force of No. 14 - Federal Law, in paragraph 28 of the joint resolution of the Plenums of the Supreme Court of the Russian Federation and the Supreme Arbitration Court of the Russian Federation dated 01.06.1996 No. 6/8 “On some issues related to the application of part one of the Civil Code of the Russian Federation” it was explained that a participant in a limited liability company can be expelled from the company only on the basis of law or in cases provided for by the constituent documents of the company, as well as in the event of a significant violation by the corresponding participant of the terms of the constituent agreement (according to Article 450 of the Civil Code of the Russian Federation). This clarification after the adoption of No. 14-FZ lost its meaning and is not subject to application.

Experts rightly draw attention to the fact that Article 10 No. 14 - Federal Law does not provide the opportunity for company participants to establish in the charter additional grounds for excluding a participant from the company. The participants themselves, by their decision, do not have the right to exclude a participant from the company, since this article gives participants the right only to demand the exclusion of a participant from the company in court. Moreover, not all participants have this right. The possibility of expelling a participant from the company only by the court guarantees the rights of the company participant, especially since this is an imperative norm.

The article establishes an exhaustive list of grounds giving the right to participants owning shares amounting in the aggregate to at least 10% of the authorized capital to demand in court the exclusion of a participant from the company. The court, guided by evaluative criteria, having considered all the circumstances and explanations of the interested parties, makes one decision or another.

When registering an LLC, the most important step is the preparation of company documents, which set out all the legal foundations of the company’s activities. The future successful activities of a legal entity largely depend on the competent preparation of these documents. Article 52 of the Civil Code of the Russian Federation states that a legal entity acts on the basis of a charter, or a constituent agreement and charter, or only a constituent agreement. The constituent agreement of a legal entity is concluded, and the charter is approved by its founders (participants). A legal entity created by one founder acts on the basis of a charter approved by this founder (Article 52 of the Civil Code of the Russian Federation).

In accordance with paragraph 3 of Article 1 No. 312 - Federal Law of December 30, 2008, the only constituent document of an LLC is its charter. The main provisions on the charter of a limited liability company are contained in Article 12 of the Law “On Limited Liability Companies”. It is based on the norms of Articles 52 and 89 of the Civil Code of the Russian Federation, but at the same time establishes rules that reflect the specifics of the constituent documents of a business company of this type. Clause 5 of Article 11 No. 14 - Federal Law determines the meaning of the agreement on the establishment of a company. This agreement is concluded when a company is created by two or more founders. The agreement on the establishment of a company determines the procedure for the founders to carry out joint activities to establish the company, the size of the authorized capital of the company, the size and nominal value of the share of each of the founders of the company, as well as the size, procedure and terms of payment for such shares in the authorized capital of the company. It is in simple written form and is not a constituent document of the company.

In the case where an LLC has one founder, he must approve the charter of the company. Paragraph 2 of Article 12 No. 14 - Federal Law clearly establishes what points the charter should contain:

• - full and abbreviated company name of the company;
• - information about the location of the company;
• - information on the composition and competence of the company’s bodies, including on issues that constitute the exclusive competence of the general meeting of the company’s participants, on the procedure for making decisions by the company’s bodies, including on issues on which decisions are made unanimously or by a qualified majority of votes;
• - information on the size of the company’s authorized capital;
• - rights and obligations of company participants;
• - information about the procedure and consequences of the withdrawal of a company participant from the company, if the right to leave the company is provided for by the company’s charter;
• - information on the procedure for transferring a share or part of a share in the authorized capital of the company to another person;
• - information on the procedure for storing company documents and on the procedure for the company providing information to company participants and other persons.

The company's charter may also contain other provisions that do not contradict No. 14 - Federal Law and other federal laws.

A company participant, auditor or any interested person has the right to demand the opportunity to familiarize himself with the company’s charter, including amendments. Upon such a requirement, the company is obliged to provide the opportunity to familiarize itself with the charter within a reasonable time. Also, if a participant requires a copy of the charter, the company is obliged to provide it, and the fee charged by the company for providing copies cannot exceed the cost of their production.

Changes to the charter are made by decision of the general meeting of participants and are subject to state registration. Changes made to the charter become effective for third parties from the moment of their state registration.

Provides undeniable advantages for creating a promising business. Participation in the society does not give rise to liability for personal property; members can freely leave the organization and have a number of other rights necessary for comfortable business activities.

Concept

A limited liability company is a commercial organization founded by one or more persons to make a profit. Capital consists of the nominal value of the shares of its members. Participants in a limited liability company, unlike other organizations, bear the risk of loss solely within the limits of their own contributions.

The advantages of membership in an LLC also include the fact that this organization can independently establish its own structure and method of management. These provisions are regulated by the charter. Participation in an LLC does not lead to liability for the obligations of the company itself. The organization is private and therefore should not disclose information relating to its activities.

The main disadvantage of such societies is that each member, upon leaving or expulsion, has the right to take away his share of the capital, which negatively affects the overall financial situation.

LLC members

Shareholders of an organization can be not only individuals, but also legal entities, regardless of whether they are engaged in entrepreneurial activities. State bodies and local self-government are prohibited from being members of society. An LLC can be established by one person or a legal entity. In this case, this citizen or company is the only participant in the limited liability company. Another business organization that consists of one member cannot establish an LLC.

The number of participants in a limited liability company cannot be higher than 50 people and (or) legal entities. If there are more members, the organization must transform into a production cooperative or OJSC within one year.

Material basis

The shares of participants in a limited liability company form the authorized capital of the organization. Contributions from LLC members can be in the form of either money or property. In the second case, the cost of the contributed items is calculated with the help of an independent appraiser, and the resulting amount must meet the organization’s requirements.

The legislation provides for a minimum amount of authorized capital. This amount should not only remain in the LLC’s account at the time of its registration, but also remain there during the entire existence of the company. This minimum can be expressed exclusively in money; property contributions serve only as an addition.

Rights of LLC participants

LLC participants have rights determined by law:

• involvement in management, in accordance with the Law and the organization’s charter;
• profit distribution;
• obtaining information related to the activities of the company (statistics, accounts, etc.);
• sale and alienation of one’s share in the total authorized capital in favor of another person;
• leaving the organization by transferring or selling its part to the company in the manner prescribed by law, without the approval of other members;
• receipt of property in the event of liquidation of the LLC after settlement with creditors.

If a person owns at least 10% of the total share capital, he can request the exclusion of another member who does not fulfill his duties or impedes the activities of the organization.

The rights of participants in a limited liability company may be expanded if the Charter provides for this. Nevertheless, this list cannot become smaller. Additional rights are individual: they vary for some members and do not transfer to another person along with the transfer of a share.

Responsibilities of participants

The responsibilities of LLC participants include:

• regularly carry deposits in the amounts provided for by law, charter or decision of the meeting;
• do not disseminate secret information about the activities of the organization.

This is the minimum list of responsibilities that participants in a limited liability company have. Additional requirements may be contained in the charter at the time of its adoption or be approved at the meeting. In addition, certain duties may be imposed on a specific person if he has given his consent and two-thirds of the LLC members have voted in favor of this decision. If the share is transferred to another person, these additional requirements are not imposed on him. Cancellation of obligations not provided for by law is possible by unanimous vote at the meeting.

Termination of membership in an LLC

Voluntary withdrawal of a participant from a limited liability company is possible in two ways: through the sale of a share to another person or through the transfer of it to the organization itself. In the second case, compensation is paid to the former member of the LLC.

Participants in a limited liability company can also be expelled in court, but only if they grossly violate their duties or significantly impede the organization’s activities.

Founders of the organization

Individuals, regardless of where they live, and legal entities registered in any state have the right to found the described society. This rule does not apply to deputies, government officials and the military. The founders of the LLC are also its participants, so their number coincides with the possible number of members of the organization - from one to fifty.

Documents for creating a limited liability company

Registering an LLC requires the following information and papers:

• name of the organization;
• a document indicating the legal address with an index;
• the amount of authorized capital;
• forms of payment for the contribution: money, papers, property (if its value reaches 20 thousand rubles, it is also necessary to add an independent appraiser’s report), etc.;
• passport data, contact phone number and ID of the founders, manager and chief accountant;
• the name of the bank where the organization's account will be opened.

If the participant is a legal entity, then the following additional information is required:

• a photocopy of the certificate of assignment of OGRN and tax registration;
• a copy of the charter, the decision to create and elect a leader;
• passport details, contact phone number and identification number of the director and chief accountant;
• company bank details.

Registration of a limited liability company

LLC registration proceeds as follows:

1. First, you need to come up with a name for the LLC in Russian. In this case, you can also get a foreign and abbreviated name. The full name includes the type of organization. For example, Limited Liability Company "Milky Way".
2. Registration of an LLC occurs only if there is a legal address. In this case, renting a premises is not necessary - you can use the location of your home. A common practice is to purchase a legal address from other companies.
3. The founders must determine the main and additional activity codes.
4. Within 4 months after registration it is necessary to deposit the authorized capital.
5. Next, you need to select the head of the organization, create a protocol of general meetings or a decision made by the sole founder and prepare an agreement on establishment.
6. It is necessary to write and confirm the charter of the LLC, as well as fill out an application for registration of the company.
7. Then you need to pay the state fee and receive the corresponding receipt.
8. After a thorough check of all documents, they can be submitted to the registration authority at the place of the company’s legal address.

Founding document

The text of the charter is arbitrary; it may contain some features of the organization and activities of the company, additional duties and rights of members. Its norms are limited only by the legislation of the Russian Federation. However, it must include the following information:

• LLC name;
• legal address;
• duties and rights of members of society;
• authorized capital;
• list of bodies, their composition and powers;
• procedure for exit and transfer of shares;
• methods of providing information about the activities of the LLC.

Participants in a limited liability company have the opportunity to make changes to the charter if 2/3 of the organization's members vote for this decision at the meeting. The constituent document can limit the right to exit and transfer a share in the capital to another person or organization.

Fees

Each member of the organization has the right to attend meetings and vote on any issue. If there is only one member in an LLC, he makes decisions independently. By law, each member of the organization has a number of votes commensurate with his share in the authorized capital, however, other details may be indicated in the constituent document.

The general meeting of participants of a limited liability company resolves the following issues:

• changing the provisions of the charter;
• determination of the main activities of the LLC;
• election of the head of the organization;
• approval of balance sheets;
• profit sharing;
• decision to liquidate the company;
• adoption of documents regulating the activities of LLC;
• participation in unions and associations.

The powers of the meeting may be expanded by the charter or by a decision of the participants.

Other controls

The form of management of a limited liability company is free. The most popular is the structure shown in the table.

Name	Description
Director (president, etc.)	Manages the present activities of the LLC. His competence includes everything that is not included in the powers of other positions.
Governing body	An optional collegial body sharing responsibilities with the director.
Supervisory Board	The position is determined by the charter of the individual company.
Auditor	Represented individually or as a commission. Conducts audits of the company's activities and annual reports. Mandatory body if the LLC has more than 15 members.

If there are several founders, then the required amount is divided into parts, according to the documents. The first and most important of them is the organization's charter. It contains basic information about the company: about the founders, principles and fundamentals of operation, etc. The article is devoted to the question of what responsibility the founders of an LLC have today.

Founders and their number

A limited liability company can be created by citizens of the Russian Federation in the amount of 1 to 50 people. In addition to individuals, legal entities can also be founders. If the founder of the company is one person, then all issues, as a rule, are resolved quickly, without unnecessary discussions, the powers of the founder of the LLC are clear and transparent. However, in the case of shareholders, the situation becomes somewhat more complicated, since they may have directly opposite views.

Therefore, when there are a considerable number of them, a governing body is created: a general meeting. The fate of the company and the answers to the most important questions depend on his decisions. At the general meeting, an executive body is appointed to carry out the activities of the organization and bear responsibility for the actions of all employees.

Share of participants

All founders of a limited liability company contribute a nominal share, the size of which is determined in fractional and percentage terms. The amount is determined by the law adopted at the time of registration of the organization.

At the same time, the authorized capital cannot be less than 10,000 rubles. Up to 20,000 rubles, incoming common property can be assessed by the participants of the limited liability company themselves. For a higher amount, a professional appraiser is invited.

Authorized capital funds are expressed only in rubles. Shareholders contribute property valued in banknotes, things or real estate with confirmed rights to them. Contribution to the authorized capital is carried out with supporting documents of ownership. Copies of invoices or receipts must also be provided. In order to determine the final cost, they sign the corresponding document or keep a document from an independent appraiser.

Management of LLC by founders

The founders of a limited liability company create an organization for the purpose of generating profit through the implementation of certain activities. For certain areas, licenses may also be required. An LLC, as a rule, is opened for an unlimited time, unless otherwise stated in the charter itself.

As mentioned, the main governing body is the general meeting, where an executive body is elected, often one person, in the form of the general director. The manager acts in the interests of shareholders. If he causes damage as a result of his unqualified actions, he is liable.

There are often 20 or more founders of an LLC. In this case, it is necessary to create an audit commission. It may include more than just one founder. Those who are not interested in the results of the organization’s activities are also allowed to participate.

Material liability

If values ​​are lost during the work or inaction of the general director, he must bear financial responsibility for this. This includes reimbursement for the costs of the person whose rights were violated, as well as payment for the cost of damaged or lost property, which may include lost profits.

If the manager acted unlawfully, he may be subject to subsidiary liability. The founders of an LLC, for example, may be concerned about the fact of bankruptcy (after all, the general director could have brought the organization to this stage deliberately) or the discovery of facts of distortion of accounting and other reporting.

Criminal liability

Illegal actions may result in prosecution for economic crimes or crimes against the human person. There are different penalties for these types of criminal offenses. The offender may get away with a fine or imprisonment. In this case, measures can be combined.

If the crime is of minor significance, then the offender must pay a fine as punishment. If the illegal actions were of a serious nature, then they are punishable by imprisonment.

and punishment for them

Let's look at several types of crimes and punishments for them.

For the following series of criminal offenses, a fine of up to 300,000 rubles may be imposed or imprisonment of up to 7 years, as well as community service.

The liability of the LLC founders and, in particular, the manager extends to deliberate bankruptcy, non-return of funds due to illegal manipulation and non-payment of large sums of money.

Due to various types of discrimination in hiring, illegal dismissal of vulnerable citizens, violation of rights to an invention, obtaining secret commercial information and other information through the use of physical force, criminal liability is provided.

In addition, actions that, although they fall under the article of the Code of Administrative Offenses of the Russian Federation, are committed on an especially large scale, become criminal offenses.

A more serious punishment, namely a fine of more than 300,000 rubles, imprisonment for more than 12 years or 5 years, awaits the offender in the following cases:

• When distorting information to the tax authorities in order to achieve bankruptcy status, monetary bribery and bribery.
• If there is a proven fact of large concealment of large amounts or non-accounting of property in order to reduce tax debts.

Administrative responsibility

For committing less serious offenses, liability is imposed under the Code of Administrative Offenses of the Russian Federation. Thus, the head of the company is punished with a fine of up to 5,000 rubles in the following cases.

• In case of constant deception of clients, violation of the registration procedure, changes in information for the tax office.
• When working without obtaining the appropriate license, concealing information about bank accounts and refusing to submit a tax return.
• In case of systematic violation of sanitary rules at the enterprise, deterioration of the epidemiological situation, or failure to maintain accounting records.
• In case of violation of trading rules.
• In case of violation of reporting with currency.

The general director faces a fine of up to 30,000 rubles, as well as a three-year disqualification in the following cases.

• When an organization is driven to bankruptcy or competitors are illegally eliminated.
• When replacing products with a quality certificate with cheap analogues, non-compliance with sanitary standards and technical specifications.
• Failure to comply with the rules regulated at general meetings and illegal adoption of important decisions.

The manager may face a fine of more than 30,000 rubles in the following cases.

• In case of violation of fire safety rules.
• Without properly obtaining a special permit for this.
• When concealing information about an account in the currency of other countries abroad (the fine in this case reaches 50,000 rubles).
• In case of illegal currency transactions, liability is provided for from a third to the full amount of proceeds for violation of the deadlines for the return of foreign currency funds to Russia.

Liability for debts

If you read the law “On Limited Liability Companies”, you will find out that the founder is not responsible for the debts of the organization. At the same time, the LLC also does not pay off the obligations of this person. But the charter may provide for cases when participants in a limited liability company are nevertheless involved in it.

For example, the founder may be required to pay an amount of money, but not higher than the amount he contributed to the authorized capital.

Due to improper management, an organization can be driven to bankruptcy. As stated above, in this case, the director of the LLC may be liable. At the same time, the law on limited liability companies also provides for subsidiary liability for this type of offense.

If an enterprise is liquidated through bankruptcy proceedings, the organization's debts must be paid. If the property of the founder of the LLC is insufficient to repay it, then you will have to pay with your own monetary and material values.

Responsibility for different LLCs

There are cases when an LLC is created from a partnership. Then the former comrades, and currently full participants, are liable for two years for debts.

There are situations when the founder of an organization is a legal entity. Then, if there is a debt, he will also have to bear responsibility if the share of the founder is such that it may affect the resolution of issues raised at the general meeting. The subordinate organization may even demand compensation from the parent organization for losses that arose due to the improper influence of the main founder on the company's activities.

Moreover, the parent organization is also responsible to the tax authorities in the event of liquidation of a subsidiary. She will have to pay the main fines and penalties at her own expense or, if possible, from the amounts received after the sale of the property of the subsidiary.

However, the rights of the LLC founder, as well as his responsibility, extend in accordance with the size of the share capital that was contributed when registering the organization.

Liquidation of the enterprise and creditors

When a company is liquidated, the founders are required to pay legal costs and fees only when they are subject to subsidiary liability.

The creditor should try first to collect the debt from the main debtor. If this is not possible, the material debt is presented to the person bearing subsidiary liability.

There are, however, situations where a person bearing subsidiary liability sues the principal debtor for an amount that would satisfy the creditor's claims. In this case, the creditor cannot demand subsidiary liability from him. The guarantor notifies the creditor of this. And if the latter again presents his demands, he has the right to demand that the main debtor be brought to justice.

Conclusion

LLCs are active not only in Russia, but also abroad. Such enterprises conduct their business very successfully, for example, in France and Germany. Since little initial investment is needed to run a business and one, three, ten or even fifty founders can participate, this form has every chance of existing for a long time, remaining popular. At the same time, the founders realize that by creating it, they will still be responsible for the future fate of the organization.