Who is a member (founder) of an LLC. Basic rights of a LLC participant depending on the share - description and requirements Who was its participant

Such a business entity as an LLC from all other forms of legal entities allocates authorized capital, divided into shares of a certain size, each of which belongs to a certain participant. All provisions regarding LLC members, their shares, rights and obligations are detailed in Federal Law No. 14. However, this legislative act, after reading, still leaves some ambiguities. Let's deal with them in this article.

About LLC members

A member of a limited liability company can be any private or legal entity, even far from entrepreneurial activity. In a limited manner, you can become a member or founder of an LLC:

• State institutions - with the consent of the owner of the property used by them.
• Representative bodies of local authorities - in exceptional cases.
• Organizations, if their constituent documents allow for profit received outside the estimate, to acquire a share in the LLC.

Definitely cannot obtain the rights of a participant in an LLC, depending on the share, distributed, municipal governments, government agencies.

The legislation also establishes prohibitions on the number of participants - there should not be more than 50. If the composition is exceeded by at least one person, the LLC must be transformed into a PJSC or a production cooperative. Otherwise, he is threatened with liquidation by a court decision.

Founder and member

In some cases, an LLC may have one founder, who also becomes its sole member. Here, the rights of an LLC participant, depending on the share, do not make sense. The difference between a founder and a participant is established simply: the first is the founder of the LLC, the second is a member actively participating in the life of the company. Therefore, the last concept will be somewhat broader and more voluminous.

Differences also apply to the following:

• The founders quite naturally become members of the LLC with rights and obligations belonging to the latter. But in order for a participant to become a founder, it is necessary to re-register the company.
• The composition of the founders remains unchanged throughout the history of the LLC, and the set of participants tends to change periodically.

The founder of an LLC in the Russian Federation can be both a Russian citizen and a foreigner, both an individual and a company. Only the following categories of citizens are not eligible to act in this role:

• military;
• in the public service;
• deputies of the State Duma;
• persons working in legislative or executive bodies of power;
• members of the Federation Council.

The role of the founder is more important for the society than the participant:

• Acceptance of the Articles of Association.
• Preparation of constituent documents.
• Making your contribution to the authorized capital.
• Appointment of governing bodies, audit group.
• How does the share of founders affect the management of an LLC? They are responsible for the activities of the company, as participants, in proportion to its size.

All rights of members of a limited liability company

Note that the rights of participants are somewhat wider than those of founders. At the same time, the charter of the LLC listed below is not authorized to shorten, but only supplement with new, other items. So, we list the main rights of the participant:

• LLC business management.
• Possession of complete reliable information about the activities of the organization.
• Free access to accounting and other documentation.
• Participation in the distribution of income received by the LLC.
• The right to a liquidation quota is a share of a part of the property (or its equivalent in money), which will remain after all settlements with creditors.
• The right to leave the membership at any time, regardless of the opinions of other members, while receiving their own share back.
• Ability to assign or sell your share.
• Participation in general meetings, the right to elect and be elected to management and control structures, as well as to freely put their pressing issues on the agenda.

Obligations of the members of the society

Of course, in addition to the rights depending on the share, the LLC participant is also burdened with obligations:

• Making your contribution to the authorized capital - the amount, procedure, terms for making contributions are determined both by the legislation and the charter of the LLC.
• Compliance with the trade secrets of LLC, non-disclosure of certain data about the company.

The Articles of Association may require the members to bear additional obligations if they are adopted unanimously in a general vote. Such a burden can overtake only a certain member of society - with his written consent and with the approval of 2/3 of the remaining members. When he alienates his share, these obligations do not pass to its new owner.

It should also be noted that the presence of additional obligations does not lead to the emergence of exclusive rights. It is also possible to get rid of the additional burden at the general vote.

Changing the number of participants

When one member alienates his investment, the others have the priority right of the LLC participant (there is no dependence on the share here) to acquire it. But still, there are two more options for changing the number of members of an LLC:

• When a share is alienated to a third party, a contract for its sale and purchase is concluded. Both parties must be present at the transaction - the former participant and the newly minted one, as well as a notary. In addition, for the successful course of the procedure, the consent of the spouses of the parties is necessary - if any.
• At the general meeting, the inclusion of a new member is approved. He makes a conditional contribution to the authorized capital, then the share of the old participant is transferred to him, who submits documents to the registration authority for withdrawal from the LLC.

We will also tell you about another procedure - how to formalize the withdrawal of a participant from an LLC forcibly. Such measures are applied in the following cases: a member of the company does not perform his duties in a systematic manner, interferes with the activities of the LLC. An exception can only be made through the courts. Other participants are entitled to apply, provided that together they hold at least 10% of the votes of the company.

Now let's move closer to the concept of "share".

About the share in the authorized capital

The authorized capital of an LLC is a certain set of nominal amounts of shares, i.e. contributions from each of its members. The size of the share is usually expressed as a percentage or a fraction - it all depends on the ratio of its nominal value and the size of the entire authorized capital. To some extent, it can be compared with a security in PJSC, therefore, another name for the share is "uncertificated share", since it also determines the right to be a member of the society. Each of the LLC participants can own only one share, whose size depends on his contribution to the authorized capital.

How do participant rights change depending on the share? Any size of it brings to its owner the rights that we listed three points earlier. The profit of its owner depends on the size of the share - it is distributed among the participants in proportion to the size of their contribution to the authorized capital. The size of the share also affects the weight of the vote at the general meeting - in proportion to the size of the investments, the votes are distributed.

Proper distribution of shares in an LLC is such an order in which each participant receives such an amount of profit that corresponds to his contribution to the general activities of the company. At the same time, it is important to ensure that there is not a big gap in the income of different members of the LLC.

Nominal and actual value of a share

A share in the authorized capital of an LLC is a property type of right, an analogue of a share in common property. It is designed to give its owner a certain amount of property and non-property rights in relation to this society.

Let's distinguish between two types of share value:

• Rated. An abstract monetary value that expresses the value of the contribution of a member of an LLC to the authorized capital directly upon the creation of an organization; the initial assessment of the participant's investment.
• Valid. The current value of that part of the LLC's net assets that is proportional to the share of a certain participant. This value also assesses the size of the society's obligations to its member. It is this cost that is paid to the participant when he leaves the LLC.

Legal nature of the share

The rights and obligations of members of the company, the degree of control of the LLC, depending on the share of participation, are reflected in Art. 48 of the Civil Code of the Russian Federation. The presence of a contribution in the statutory fund gives the participant the following unconditional rights:

• Obtaining the net profit of the company according to the size of its share.
• In the event of a voluntary withdrawal or forced exclusion from the number of participants - the allocation to him of the actual value of his investment.
• Receipt of a part of the LLC's property upon its liquidation - the share of that which remains after all settlements with creditors.
• Management of LLC affairs, free access to information about its activities.
• Voluntary withdrawal from society.

Sale and assignment of a share

Finally, let's talk about the sale and assignment of your share:

• The participant can sell, exchange, donate his share to another member of the LLC or several such persons. The consent of the latter is not required.
• Sale or assignment to a third party may be prohibited by the articles of association. Sometimes such a step requires his approval at the general meeting.
• When selling a share, LLC participants have a priority right to purchase it.

What is the best way to distribute roles in an LLC? In accordance with the shares, opportunities and desires of the participants themselves. When acquiring a share, they acquire inalienable rights and a number of obligations, the latter of which can be expanded. The share itself affects the profit of the participant, as well as the weight of his vote at the meeting. The rest of the rights of the owners of different shares are the same.

One or more founders have the right to organize a limited liability company. The basics of the relationship between LLC participants, their duties and rights are regulated by the Federal Law "On Limited Liability Companies" No. 14-FZ.

List of participants

According to Russian legislation, individuals and legal entities, including foreign ones, can register a company in the form of an LLC and take part in its work. Whether these persons are engaged in entrepreneurship or not does not matter. However, the type of activity of a citizen or organization may impose restrictions on the ability to become a member of an LLC.

Individuals

In particular, the ban on joining business companies applies to citizens whose status is not compatible with entrepreneurship, namely:

• those in military service;
• civil servants;
• representatives of legislative, executive and judicial authorities;
• deputies of the State Duma and members of the Federation Council.

The circle of persons who fall under such a ban is determined by the norms of the Federal laws governing their official activities. All other capable citizens over 18 years of age (or emancipated minors) under the Civil Code can be founders or members of an LLC.

Legal entities

Restrictions on participation also apply to legal entities:

1. An organization consisting of only one founder cannot be the only member of another company.
2. Bodies of central and local authorities are prohibited from joining equity holders in commercial firms.
3. Municipal institutions may organize economic enterprises in the form of LLC, participate in the work of firms and acquire shares in their authorized capital with the permission of the municipality, if such a right is fixed in the Charter of the state institution.

How many members can an LLC have?

So, we found out who has the right to be members of the society. Another important question: how many can there be?

The number of participants in the company is limited to the range from 1 to 50. The sole founder after the registration of the company can continue to operate in one person. Nobody forbids him to involve other citizens in the organization.

Exceeding the upper limit of the list of equity holders may threaten the liquidation of the organization. There are two legitimate ways out of this situation:

1. Withdraw "superfluous" members from the society.
2. When the number of members grows to 51, reorganize the LLC into a joint-stock company or a production cooperative.

The company is given 1 year to resolve this issue, but if this requirement is not met, local governments or the Federal Tax Service have every reason to close the company in court.

Rights and obligations of participants

Having put their signatures on the application for registration of a legal entity, its founders immediately become the owners of duties and powers in relation to their “brainchild”. This provision is regulated by law No. 14-FZ and the Charter of the organization.

Before a company can begin its activities, its creation must be completed by completing all the formalities. This is where the main work of the founders ends, and the obligations of the participants come into force.

What is the difference between members and founders?

Here it is worth defining the terms. Usually "participant" and "founder" are understood as identical concepts, but there is a difference between them. The first are the persons who are the founders of the company and, as a rule, their composition remains constant for the duration of the entire functioning of the company. The concept of "participants" is somewhat broader: they mean citizens and organizations that are directly involved in the economic activities of the society. The circle of these persons can freely change any number of times.

From the moment of state registration, the founders become participants. Persons who joined them after the establishment of the organization do not fall into the list of founders, unless the LLC is re-registered for this. Accordingly, the functions of the founders will be somewhat different from the duties of ordinary members of the company.

The prerogative of the founder includes:

• the decision to establish a society;
• drawing up the Charter;
• appointment of company directors;
• formation of the audit commission;
• the right to vote in the general meeting, proportional to its contribution to the statutory fund.

The founder must also pay his share in the authorized capital within the established time limits and, within its limits, be liable for the organization's obligations to creditors.

What rights do members of a society have?

The powers of the company's members are quite broad and extend to almost all areas of its activities. They have the right:

• manage the affairs of the company, vote in the general meeting, initiate consideration of various issues;
• have access to all documentation and reporting, receive complete information about the financial condition and work of the company;
• distribute profits jointly with other equity holders;
• freely leave the company at will with the withdrawal of his contribution from the statutory fund;
• transfer or sell its share in the authorized capital to another accomplice or a third party;
• upon liquidation of the company, receive a part of the property remaining after payment of its debts.

These rights are basic, legally guaranteed for all members of the LLC and are not subject to restriction. The articles of association may allow the introduction of additional rights for all members or for individuals. The provision of the latter, as a rule, is decided by a unanimous decision of the general meeting. Such privileges are personal and are not tied to the share in the authorized capital of a particular person.

Already "issued" additional rights, the company has the right to revoke back or significantly reduce. When it comes to all shareholders, a unanimous vote of the meeting is required, and for individual privileged members, a positive decision of 2/3 of those voting and the consent of the person concerned is sufficient. Similarly, additional obligations are imposed on the participants.

Basic and additional responsibilities

Both existing and newly joining the company shareholders have equal obligations, enshrined in the law "On Limited Liability Companies":

• pay in full their shares in the authorized capital, as required by the constituent documents and legislation;
• observe trade secrets: all participants in an LLC are responsible for disclosing confidential information relating to the activities of the company.

These two points are limited to common duties for all. Apparently, they do not regulate direct participation in the work of the company. The management of the organization and the conduct of entrepreneurial activities are provided by those members who have received such responsibility by decision of the meeting. If the list of those with additional functions includes all participants without exception, they must express their consent with 100% of the votes.

If duties are assigned to a certain circle of persons, then permission must be obtained from them and voted for by a 2/3 majority. A participant cannot voluntarily get rid of obligations in excess of the basic ones, only with the unanimous approval of the general meeting.

Features of additional duties for a personal purpose, that is, they cannot be transferred to other persons, even if a sale or transfer of a contribution in the authorized capital is made. The performance of additional functions by a certain participant does not automatically mean the acquisition of privileges and rights.

How to change the membership of an LLC?

Cases are not excluded when one of the members is “asked” to leave the LLC forcibly. Sometimes, on the contrary, it is required to attract additional participants, which is possible only by making changes to the list of participants with their subsequent registration with the Federal Tax Service. How are such changes made?

Acceptance of a new member

In the event that a new member comes to the company, who increases the size of the authorized capital with his contribution, his admission is fixed by a common decision of the members of the company. Registration of changes in the list of LLC participants is carried out in the territorial body of the Federal Tax Service in accordance with the established procedure. From the moment of registration, the newcomer is endowed with the same powers and responsibilities as the other participants.

Exit participant

If one of the participants has decided to withdraw from the company, other founders have the priority right to buy out his share in the authorized capital. The consent of the company is not required to withdraw from the company, if the contribution of the withdrawing participant is not transferred to an outside person. It is enough to make changes to the list of participants and apply for their registration. The right of participants to exit must be declared in the Charter of the company.

Withdrawal of the sole member from the LLC is not possible, and in case of such a need, the liquidation of the company is formalized.

Member replacement

The replacement of one of the company's participants by a third party occurs on the basis of a transaction for the sale of shares in the authorized capital. The contract is registered in a notary's office with the obligatory presence of both parties and observance of the necessary formalities. If the parties to the transaction have legal spouses, they are required to obtain permission to buy or sell shares. Changes to the list of participants are then logged.

The second way to replace a participant occurs without notarial participation. The contract for the sale of shares from the old participant to the new one is not drawn up. First, a new participant joins the company, and then the one who wants to leave transfers his part in the authorized capital to the new one and is removed from the LLC.

Exclusion of a member

Forced expulsion of a member is an extreme measure that is taken on the initiative of other members of the society. This is possible only in court, and the plaintiff is the LLC represented by all its other members or part of them, who have influence in the general meeting of more than 10% of all votes.

The basis for the judicial conclusion of the participant may be his malicious evasion of the performance of duties in relation to the firm. For example, if this person does not pay his share in the founding fund, ignores participation in the work of the company, waives his obligations, disrupts the functioning of the organization by his actions or inaction.

After consideration of the issue by the court and a positive decision, the process of exclusion of the guilty participant ends with the state registration of changes in the composition of the legal entity.

From the moment of creation and throughout its existence, the LLC is obliged to maintain a list of participants, where the data of each member of the company, information on the size of its share in the founding fund and their payment, as well as all changes that occur, are recorded.

Having considered the issue, we came to the following conclusion: in the given situation, a member of the company can decide to terminate the powers of the current head of the company and elect a new director. Such a decision must be made in writing, and the fact of its adoption, in our opinion, does not require confirmation in the manner provided for in sub. 3 p. 3 art. 67.1 of the Civil Code of the Russian Federation.

Rationale for the conclusion

1. In accordance with sub. 4 p. 2 art. 33 of the Federal Law of February 8, 1998 No. 14-FZ “On Limited Liability Companies” (hereinafter referred to as the LLC Law), the formation of the executive bodies of a limited liability company (hereinafter also referred to as a company, LLC) and the early termination of their powers, if the charter of the company decides these issues are not within the competence of the board of directors (supervisory board) of the company, are within the competence of the general meeting of participants in the company.

Paragraph 1 of Art. 24 of the LLC Law provides that the shares owned by the company are not taken into account when determining the results of voting at the general meeting of the company's participants, when distributing the company's profits, as well as the company's property in the event of its liquidation. The above norm, as well as a number of other provisions of the LLC Law (see, for example, paragraph 2 of article 24, paragraph 2 of article 26), means that the company, to which the share in its authorized capital has passed, being the owner this share does not acquire the rights of a participant in this regard. In other words, a company cannot participate in its own authorized capital (be a participant in relation to itself). Therefore, since in the situation given in the question there is only one participant in the company, the decision indicated in the question, like any other decision that falls within the competence of the general meeting of participants in the company, can be taken by him alone and drawn up in writing (Article 39 of the LLC Law) . A similar decision-making procedure should be applied before the admission of new participants to the company (see, for example, the decisions of the Second Arbitration Court of Appeal dated 05.05.2015 No. 02AP-118/15, the Nineteenth Arbitration Court of Appeal dated 03.04.2013 No. 19AP-695/13, Arbitration Court of Appeal dated April 23, 2012 No. 09AP-7794/12).

2. Additionally, certify the fact of adoption of the said decision in the manner provided for in sub. 3 p. 3 art. 67.1 of the Civil Code of the Russian Federation, as we believe, is not required. Recall that the above norm provides for the need to confirm the fact that the general meeting of participants in an LLC made a decision and the composition of the company's participants who were present at its adoption, by notarization, if in another way (signing of the protocol by all participants or part of the participants; using technical means to reliably establish the fact adoption of a decision; otherwise, not contrary to law) is not provided for by the charter of such a company or by a decision of the general meeting of participants in the company, adopted by the participants of the company unanimously.

The provisions of the Civil Code of the Russian Federation and the LLC Law do not allow an unequivocal answer to the question of whether this requirement applies to companies with a single participant. It cannot be denied that there are certain grounds for an affirmative answer to this question. However, firstly, today the Bank of Russia, which is authorized to regulate, control and supervise corporate relations in JSCs (clause 10.2, article 4 of the Federal Law of July 10, 2002 No. 86-FZ “On the Central Bank of the Russian Federation ( Bank of Russia)”), on a similar issue concerning joint-stock companies, a position has been developed according to which, when decisions are made by the sole shareholder on issues within the competence of the general meeting of shareholders, established by Art. 67.1 of the Civil Code of the Russian Federation, the requirements providing for the need to confirm the decisions of the general meeting by notarization or certification by the person who maintains the register of shareholders and performs the functions of the counting commission do not apply (clause 9 of the letter of the Bank of Russia dated November 25, 2015 No. 06-52 / 10054, letter of the Bank Russia dated January 11, 2016 No. 03-31-2/28). Secondly, an indication that the provisions of sub. 3 p. 3 art. 67.1 of the Civil Code of the Russian Federation do not apply to companies with a single participant, are contained in clause 2.3 of the Manual for certifying by a notary the adoption of a decision by the general meeting of participants in a business company and the composition of the company's participants who were present at its adoption, sent by letter of the Federal Notary Chamber dated 01.09.2014 No. 2405/03 -16-3. As an indirect confirmation of the legitimacy of such an approach, the provisions of paragraph 29 of Art. 35 and Art. 103.10 of the Fundamentals of the Legislation of the Russian Federation on Notaries dated February 11, 1993 No. 4462-I (hereinafter referred to as the Fundamentals), according to which, in order to certify the fact that a decision has been made by the governing body of a legal entity and the composition of the participants (members) of this body, a notary is present during a meeting or session of the governing body of a legal faces. When decisions are made by the sole participant of the company on issues within the competence of the general meeting of participants, meetings are not held, and referred to in Art. 103.10 of the Fundamentals, the decision to hold a meeting and to approve the relevant agenda, as well as the document prescribed by law with a list of persons entitled to participate in a meeting or meeting, are not drawn up. In law enforcement practice, one can also find examples of such an approach (decree of the Ninth Arbitration Court of Appeal dated 03. 11.2015 No. 09AP-43387/15).

Finally, even assuming that sub. 3 p. 3 art. 67.1 of the Civil Code of the Russian Federation also applies to decisions made by the sole participant of the company, the possibility provided for by this rule to establish a non-notarial method of confirming decisions should also apply to the decisions of the sole participant. This means that the decision of the participant to terminate the powers of the director and appoint a new head of the company may also provide for a method that is not related to the involvement of a notary to confirm the fact of this decision. However, it seems to us that, for the reasons stated above, this is not necessary.

Participant

Participant

noun, m., use comp. often

Morphology: (no) who? participant, to whom? participant, (see) whom? participant, by whom? participant about whom? about the participant; pl. who? participants, (no) whom? participants, to whom? participants, (see) whom? participants, by whom? participants about whom? about the participants; noun , well. participant

1. Member they call a person who carries out joint activities with someone in some kind of society, in some kind of event, etc.

Participant of the conference, meeting. | Member of a hike, expedition. | Participant in historical events. The finish is considered the moment when the last team member crosses the finish line.

2. Member of the Great Patriotic War refers to a person who was a soldier or officer in the Soviet Army between 1941 and 1945.

3. Contract party name one of the parties to any legal, professional, etc. agreement.

Our company is a party to the agreement on joint activities.

4. Member name the owner of a share in any commercial enterprise, partnership, etc.

Each participant in a general partnership has the right to act on behalf of the partnership.

Explanatory dictionary of the Russian language Dmitriev. D.V. Dmitriev. 2003 .

See what "participant" is in other dictionaries:

Shareholder, shareholder, comrade, accomplice, accomplice, accomplice, accomplice, member, accomplice; involved, related. Prot… Synonym dictionary

- [sn], participant, husband. A person who has taken or is taking part in something, in some kind of work, business. Participant in the play. Member of the hike. Competitor. Explanatory Dictionary of Ushakov. D.N. Ushakov. 1935 1940 ... Explanatory Dictionary of Ushakov

PARTICIPANT, a, husband. The one who participates, participated in something. W. war. States participating in the international forum. | female participant, s. Explanatory dictionary of Ozhegov. S.I. Ozhegov, N.Yu. Shvedova. 1949 1992 ... Explanatory dictionary of Ozhegov

An economic process, business operation, transaction a person directly involved in the operation, which has a significant impact on its results. Raizberg B.A., Lozovsky L.Sh., Starodubtseva E.B. Modern economic dictionary. 2 e… … Economic dictionary

participant- participant, participant. Pronounced [participant], [participant] ... Dictionary of pronunciation and stress difficulties in modern Russian

Participant- A person whose behavior is being studied in the process of experimental research. Nowadays, this term is preferred over the former term "subject", which, by all accounts, depersonalized people who took part in ... ... Great Psychological Encyclopedia

participant- - [A.S. Goldberg. English Russian Energy Dictionary. 2006] Topics energy in general EN participant … Technical Translator's Handbook

Participant- REFERENDUM (English participant of referendum) under the legislation of the Russian Federation on guarantees of electoral rights and the right to participate in a referendum of citizens ... Encyclopedia of Law

PARTICIPANT- in accordance with the Federal Law "On Non-State Pension Funds", an individual to whom, in accordance with the pension agreement concluded between the contributor and the fund, payments to non-state ... ... Legal Encyclopedia

participant- 3.2.9 participant: An interactive entity such as a person, an artifact such as an interactive computer process (provided with appropriate programs, data and interfaces), or a plurality of such entities and/or artifacts,… … Dictionary-reference book of terms of normative and technical documentation

Books

• Witness and participant, Genkin Semyon. This book presents the prose works of Semyon Genkin. Observation, impeccable style, the author's subtle sense of humor and deep psychology of the characters will not leave ...

Obligations of members of a limited liability company

An analysis of the articles of the Federal Law "On Limited Liability Companies" shows that the set of duties does not have such a wide range as the set of rights. In paragraph 1 of Art. 9 of the said Law does not contain an exhaustive list of duties, but the main ones are listed in it. Nevertheless, we can talk about a possible classification of all obligations that may arise from a member of a limited liability company.

Failure by participants to fulfill their obligations is always associated with negative consequences that arise for such participants. Therefore, when disclosing the content of the obligations of the participants in the company, we must disclose the consequences in case of non-performance or dishonest performance by the participants of their obligations. One of the most tangible consequences for a participant who grossly violates his obligations is his exclusion from the company (Article 10 of the Federal Law "On Limited Liability Companies").

All the obligations of the members of the company can be divided into two groups: basic and additional.

Main obligations of participants in a limited liability company

Members of the Society have the following main responsibilities:

* make contributions in the manner, amount, methods and within the time limits provided for by the constituent documents of the company;

* do not disclose confidential information about the activities of the company.

Membership obligations apply to:

* contributions to the authorized capital of the company;

* contributions to the property of the company.

The obligation to make contributions to the authorized capital of the company, in turn, may include:

1) the obligation to make contributions to the charter capital of the company upon founding the company;

2) the obligation to provide the company, at its request, with monetary compensation in the event that the company's right to use property is terminated before the expiration of the period for which such property was transferred to the use of the company by the participant as a contribution to the authorized capital, equal to the payment for the use of the same property on similar terms in the course of the remaining term;

3) the obligation to make contributions to the authorized capital of the company when increasing the authorized capital on the basis of the application of a third party (applications of third parties) to accept him (them) into the company and make a contribution (contributions).

The legal basis for the first obligation is Art. 16 of the Federal Law "On Limited Liability Companies", according to which each founder of the company must fully contribute to the authorized capital of the company within the period determined by the constituent agreement and which cannot exceed one year from the date of state registration of the company. If a member of the company has not made his contribution to the authorized capital of the company in full in time, his share is transferred to the company (clause 3, article 23 of the Law).

The legal basis for the second obligation is provided for in paragraph 3 of Art. 15 of the Federal Law "On Limited Liability Companies". According to this norm, monetary compensation must be provided at a time within a reasonable time from the moment the company submits a request for its provision, unless a different procedure for providing compensation is established by a decision of the general meeting of participants in the company.

If a member of the company did not provide monetary or other compensation on time, his share passes to the company (clause 3, article 23 of the Law).

The charter of the company may provide that a part of the share proportional to the unpaid part of the contribution or the amount (value) of compensation is transferred to the company.

The legal basis for the third obligation is paragraph 2 of Art. 19 of the Federal Law "On Limited Liability Companies". In case of violation of the terms for making such a contribution, determined by this article, the increase in the authorized capital is recognized as failed.

The obligation for participants to make contributions to property is a new and ambiguous norm in the legislation on business companies. According to Art. 27 of the Federal Law "On Limited Liability Companies", such an obligation may be provided for by the company's charter when the company is established or by amending the company's charter. Such changes are made to the charter by the decision of the general meeting of the company, adopted by all participants of the company unanimously.

The decision on specific contributions of participants to the property of the company may be taken by a meeting of participants in the company by a majority of at least 2/3 of the votes of the total number of votes of the participants in the company, unless the charter of the company provides for the need for a larger number of votes to make such a decision.

Let's pay attention to two very important points. First, if the general obligation of participants to make contributions to the property of the company is not established in the charter of the company, then the question of the possibility of making specific contributions does not arise. Secondly, if the unanimity of all participants is necessary for the emergence of a common obligation, then 2/3 of the votes of the total number of votes of the participants is sufficient to make a decision on specific contributions, in the absence of strengthening qualifications on this issue in the charter.

With this approach, it cannot be ruled out that the inclusion of the obligation to make contributions to the property of participants at the stage of establishing a company can later be used to create an artificial situation when "poor" participants in the company, unable to compete with more "rich" participants, will not be able to fulfill this duty, which may lead to their exclusion on the grounds of "gross breach of duty" (Article 10 of the Federal Law "On Limited Liability Companies").

The legislator clearly drew a line between the obligation to make contributions to property and the obligation considered earlier to make contributions to the authorized capital of the company.

The first difference is that the obligation to make contributions to the company's property is determined in the company's charter, while the obligation to make contributions to the authorized capital is determined by the Law.

The second difference: according to paragraph 3 of Art. 27 of the Federal Law "On Limited Liability Companies", if the charter does not specifically stipulate in what form the contribution to the property of the company is made, then it is made only in money. A contribution to the authorized capital may be made in money, securities, things, rights to things and other rights that have a monetary value, i.e. The law does not set limits.

The third difference: contributions to the company's property, unlike contributions to the authorized capital, do not change the size and nominal value of the shares of the company's participants in the authorized capital.

To further characterize the mechanism for fulfilling the obligation of a participant to make a contribution to the property of the company, it should be taken into account that making these contributions is possible in three ways:

* by all participants of the company in proportion to their shares in the authorized capital of the company;

* by all participants of the company disproportionately to their shares in the authorized capital;

* not by all members of the society.

If the first option is quite simple and understandable, then the last two require additional explanation.

1. If in the second option the obligation to make contributions is established for everyone, although without linking with their shares in the authorized capital, then in the third option there is a group of participants for whom the obligation to make contributions to the property of the company is not established. As an illustration of this, the law establishes that the company's charter may provide for the maximum value of contributions to the company's property made by all or certain members of the company. Moreover, this is only one of the ways, since, according to paragraph 2 of Art. 27 of the Federal Law "On Limited Liability Companies", the charter may provide for other restrictions related to making contributions to the company's property.

Restrictions related to making contributions to the property of the company, established for a certain member of the company, in the event of the alienation of his share (part of the share) in relation to the acquirer of the share (part of the share), do not apply.

2. The provisions establishing the procedure for determining the amount of contributions to the property of the company disproportionately to the size of the shares of the participants in the company, as well as the provisions establishing restrictions related to making contributions to the property of the company, may be provided for by the charter of the company upon its establishment or included in the charter of the company by decision of the general meeting members of the company, adopted by all members of the company unanimously.

3. Change and exclusion of the provisions of the charter of the company, establishing the procedure for determining the amount of contributions to the property of the company disproportionately to the size of the shares of the participants in the company, as well as restrictions related to making contributions to the property of the company, established for all its participants, are carried out by decision of the general meeting of participants, adopted by all members of the society unanimously.

4. Amendment and exclusion of the provisions of the company's charter that establish the indicated restrictions for a certain member of the company are carried out by decision of the general meeting of members of the company, adopted by a majority of at least 2/3 of the total number of votes of the members of the company, provided that the member of the company for whom such restrictions are established restrictions, voted for the adoption of such a decision or gave written consent.

5. Withdrawal of a participant of the company from the company does not release him from the obligation to the company to make a contribution to the property of the company that arose before filing an application for withdrawal from the company.

6. A participant in a company who has transferred his share (part of a share) in the authorized capital of the company shall be liable to the company for making a contribution to the property that arose before the assignment of the specified share (part of the share), jointly with its acquirer.

Obligation not to disclose confidential information about the activities of the company. Confidential information is documented information, access to which is restricted in accordance with the law. The rules for handling confidential information are determined by the Federal Law "On Information, Informatization and Information Protection" dated February 20, 1995 N 24-FZ.

Additional obligations of members of a limited liability company

All obligations of the participants of the company, determined by the charter of the company, in addition to the obligations provided for by the Federal Law "On Limited Liability Companies", are additional obligations.

Additional responsibilities include the following:

1. These obligations may be provided for by the charter of the company upon its establishment or assigned to all participants in the company by decision of the general meeting, adopted by all participants of the company unanimously.

2. The imposition of additional obligations on a certain participant of the company is carried out by a decision of the general meeting, adopted by a majority of at least 2/3 of the total number of votes of the participants in the company, provided that the participant of the company, which is assigned such additional obligations, voted for the adoption of this decision or gave written agreement.

At the same time, we recall that the additional obligations assigned to a certain member of the company, in the event of the alienation of his share (part of the share), do not transfer to the acquirer of the share (part of the share).

3. Additional obligations may be terminated by a decision of the general meeting, adopted by all participants of the company unanimously.