Law on Ltd. with the latest amendments. Law on LLC in the new edition of Law 14 FZ of July 28

From January 1, 2016, amendments to the Federal Law of 08.02.1998 No. 14-FZ “On Companies with limited liability"(Hereinafter referred to as Law No. 14-FZ). Let's analyze the practical aspects of the updated Law No. 14-FZ.

The amendments, which will be discussed in this article, have been made to Law No. 14-FZ by Federal Laws dated March 30, 2015 No. 67-FZ "On Amendments to Certain Legislative Acts of the Russian Federation in Regarding Ensuring the Reliability of Information Provided During State Registration of Legal Entities and individual entrepreneurs"(Hereinafter referred to as Law No. 67-FZ) and dated June 29, 2015, No. 209-ФЗ" On Amendments to Certain Legislative Acts of the Russian Federation Regarding the Introduction of the Possibility of Using Model Charters by Legal Entities "(hereinafter referred to as Law No. 209 -FZ).

Let's comment on the main changes in order.

Branches and representative offices of the company

The updated version of Law No. 14-FZ clarified that now the branches and representative offices of the company must be indicated in the Unified State Register of Legal Entities (Clause 5, Article 5 of Law No. 14-FZ). What caused these changes?

As a reminder, from September 1, 2014, organizations may not indicate in their constituent documents information on the presence of branches and representative offices. Information on the presence of branches and representative offices is provided only in the Unified State Register of Legal Entities (Clause 3, Article 55 of the Civil Code of the Russian Federation). However, Law No. 14-FZ still requires a company to contain information about its branches and representative offices. And, accordingly, messages about changes in the charter of the company, information about its branches and representative offices are submitted to the body that carries out state registration of legal entities.

Thanks to the amendments made, from January 1, 2016, it is not necessary to indicate information about the opening (closing) of a branch or representative office in the company's charters, as well as notify the tax authority about it.

The procedure for the establishment of a society. Society charter

The novelty is the ability of a limited liability company to use a standard charter.

Let us recall that the charter of a company is a constituent document on the basis of which the company carries out its activities (clause 1 of article 12 of Law No. 14-FZ).

As one of the measures to facilitate the registration of legal entities is the introduction of the right for the company to use standard charters in its activities (clause 2 of the Order of the Government of the Russian Federation of 03/07/2013 No. 317-r "On approval of the action plan (" road map ")" Optimization of registration procedures for legal entities and individual entrepreneurs "). It is for this purpose that amendments were made to Article 11 "The Procedure for Establishing a Company" and Article 12 "Charter of the Company" of Law No. 14-FZ.

The form of the standard charter must be approved and posted on the website of the Federal Tax Service of the Russian Federation. To date, the form of a standard charter has not yet been developed.

The list of information that should be contained in the standard charter is indicated in the updated clause 2.1 of article 12 of Law No. 14-FZ and includes the following information:

On the composition and competence of the company's bodies, including on issues that are 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 taken unanimously or by a qualified majority;

On the rights and obligations of members of the society;

On the procedure and consequences of the withdrawal of a member of the company from the company, if the right to leave the company is provided for by the charter of the company;

On the procedure for the transfer of a share or part of a share in the authorized capital of the company to another person;

On the procedure for keeping the company's documents and on the procedure for providing information by the company to the members of the company and other persons;

Other information.

Among the information provided in the standard charter, there is no information about the name, company name, location and size authorized capital specific legal entity. This is understandable, since this information relates to the personal data of the society.

The decision that the company acts on the basis of the model charter is taken by the founders of the company unanimously (clause 3 of article 11 of Law No. 14-FZ) and must be reflected in the decision to found the company.

Thus, from January 1, 2016, when registering a company, it will be possible not to submit a standard charter to tax office, indicating this in the very application for registration submitted to the tax office.

The amendments made do not mean that from January 1, 2016, the company must abandon the charter approved by its founders (participants).

And at the same time, a company that has made a decision to use the standard charter has the right at any time to decide that it will not act on the basis of the model charter in the future, and to approve its own charter of the company in the manner prescribed by Law No. 14-FZ (clause 4 Article 12 of Law No. 14-FZ). Law No. 14-FZ does not provide for any restrictive barriers to the transition from its own charter to a standard charter and vice versa.

However, analyzing the norms of the updated Law No. 14-FZ and Law No. 129-FZ (a detailed analysis of the changes is given in the article “ State registration legal entities under the new rules ”, the advantages of using the model charter are obvious.

In the event that the company acts on the basis of a model charter, then further changes in the part of the company's personal data, such as the name, location and size of the authorized capital, will require only changes in the information about the legal entity in the Unified State Register of Legal Entities (by submitting an application).

In the event that the company acts on the basis of its own charter, then such changes must be registered in the manner specified in clause 1 of article 17 of Law No. 129-FZ and, accordingly, pay a state fee. That is, the data on the changes must be entered by the company into the charter, as well as into the Unified State Register of Legal Entities.

The question arises: how to present the model charter posted on the website of the Federal Tax Service of the Russian Federation to members of the company, auditors and other interested parties? In this case, it is enough for the company to notify any interested person that it is acting on the basis of the standard charter, which can be read free of charge in the public domain on the official website of the Inspectorate of the Federal Tax Service (clause 3 of article 12 of Law No. 14-FZ).

Increase of the authorized capital of the company

Most of the changes introduced by Law No. 67-FZ to Law No. 14-FZ are related to the increased role of notaries in the implementation of a number of transactions by a legal entity.

Until January 1, 2016, it was only necessary to notarize transactions on the alienation of shares in the company to other members of the company or to third parties. Now the list of cases requiring the participation of a notary has expanded.

So, from January 1, 2016, it is envisaged that decision of the general meeting of the company's participants on increasing the authorized capital and the composition of the company's participants who were present at the adoption of this decision must be confirmed by notarization (clause 3 of article 17 of Law No. 14-ФЗ).

If the company acts on the basis of a standard charter, within a month from the date of the decision to increase the charter capital of the company at the expense of its property, the company notifies the tax office of an increase in the charter capital, as well as changes in the nominal value of the shares of the company's participants (cl. 4 Article 18 of Law No. 14-FZ).

Transfer of a share (part of a share) in the authorized capital to other participants

From January 1, 2016, the adoption of a decision on the transfer of a share (part of a share) in the authorized capital of a company to another person must be notarized. If the charter of the company prescribes the preemptive right to purchase a share (part of a share) by the company, then it has the right to use the preemptive right to purchase a share (part of a share) within seven days from the date of the expiration of the preemptive right the right to purchase a share (part of a share) by sending an offer acceptance to a company participant (clause 5 of article 21 of Law No. 14-FZ).

At the same time, a notary making a notarization of a transaction aimed at alienating a share (part of a share) in the authorized capital of a company must check the authority of the alienating person to dispose of such shares, and also make sure that the alienated share (part of a share) has been fully paid (p. .13 Article 21 of Law No. 14-FZ).

After the notarization of such a transaction, the notary who performed its notarization, within a period not later than three days from the date of this certification, submits to the tax inspectorate an application for making the appropriate changes to the Unified State Register of Legal Entities. This statement is signed by the notary who certified the specified transaction, and sealed with the notary's seal (clause 14 of article 21 of Law No. 14-FZ).

In addition, from January 1, 2016, it will require notarization:

1) an agreement on pledge of a share or part of a share in the authorized capital of the company (clause 2 of article 22 of Law No. 14-FZ);

2) the demand of a company participant who voted against the decision to conclude a major transaction or to increase the charter capital of the company in accordance with clause 1 of article 19 of Law No. 14-FZ or who did not take part in the vote to acquire his share in the charter capital of the company (clause . 2 article 23 of the Law No. 14-FZ) ;.

3) a statement of a company participant to quit the company (clause 1 of article 26 of Law No. 14-FZ).

Such innovations will undoubtedly lead to an increase in the costs associated with the need to notarize corporate transactions.

And failure to comply with the notarial form of the transaction will entail the invalidity of the transaction itself (clause 11 of article 21 of Law No. 14-FZ).

They still do not require notarization of the transaction for the acquisition of a participant's share (Article 24 of Law No. 14-FZ):

At his request, if the charter of the company provides for the need to obtain consent from other participants in the company for the alienation of such a share and such consent has not been obtained, or the charter of the company prohibits the alienation of shares to third parties (including in cases of transfer of a share to the heirs and successors of the participants in the company) ;

Who is excluded from society;

In the authorized capital of a company, when selling a share from a public auction in the absence of the consent of the participants to conclude such a transaction or in the case of a claim on the share of a participant.

Other changes

From January 1, 2016, the competence of the general meeting of the company's participants has been expanded. So, in the updated version of clause 2 of article 33 of Law No. 14-FZ, the competence of the company's participants includes:

Approval of the charter of the company;

Amendments to it or approval of the company's charter in a new edition;

Making a decision that the company will continue to act on the basis of the model charter, or that the company will not act on the basis of the model charter in the future;

Change in the size of the authorized capital of the company;

Society names;

Locations of the company.

We would like to remind that earlier (before 01.01.2016) the competence of the general meeting of the company's participants included only amending the company's charter and changing the size of its authorized capital.

Limited liability companies are business associations, the authorized capital of which is divided into shares. Communities of this type can be created by both individuals and legal entities. The participants or founders of the LLC are not liable for the obligations of the company, however, they bear the risk of loss in the amount of their own shares in its capital.

The activities of limited liability companies are subject to strict control by the current legislation Russian Federation... As a regulatory document acts Federal Law No. 14. But what is this legal act? When FZ 14 entered the official legal force? When were the last amendments made to the Federal Law under study? Let's talk about this in the article.

The essence of 14 FZ

Federal Law No. 14 "On Limited Liability Companies" was accepted The State Duma as a result of the third reading on January 14 and approved by the Federation Council on January 28, 1998. The regulatory legal act in question was signed by the President of Russia and entered into official legal force on February 8, 1998. At the same time, amendments were made to the Federal Law No. 16. Details

Federal Law No. 14 "On Limited Liability Companies" consists of 6 chapters, including 59 articles. The structure of the regulatory legal act under consideration is as follows:

• Chapter 1 – General Provisions, or summary FZ on LLC ( Art. 1-10);
• Chapter 2- The procedure for establishing a limited liability company ( Art. 11-13);
• Chapter 3- Nuances associated with the authorized capital and property of the LLC ( Art. 14-31). This part of the studied Federal Law is supplemented by Chapter 3.1 - Maintaining a list of participants in a limited liability company (Article 31.1);
• Chapter 4- Management Standards LLC ( Art. 32-50);
• Chapter 5- Reorganization and abolition of the community ( Art. 51-58);
• Chapter 6- The final provisions of the studied Federal Law ( Art. 59).

According to article 2 Federal Law No. 14, LLC has the following rights in relation to the property at its location:

• For the acquisition of additional property powers;
• To protect property in court from the position of the plaintiff.

The studied Federal Law regulates legal and economic relations arising in the process of formation, reorganization and liquidation of a limited liability company. The last amendments to Federal Law 14 were made on July 29, 2017.

Read also about the latest changes in the Federal Law No. 129

Responsibility of LLC and its branches under Federal Law No. 14

According to the existing regulations Article 1 the studied Federal law, the society does not bear responsibility for the obligations of its participants. The direct responsibility of the LLC is responsibility for the obligations specified in the charter of the association.

In accordance with the standards defined by the current regulations Article 5 of the considered normative legal act, by decision of the general meeting, limited liability companies can create branches and representative offices on the territory of the Russian Federation and abroad. The main responsibility of the governing bodies of representative offices and subsidiaries of the LLC is to comply with the laws of the Russian Federation and the host party. A limited liability company is subject to mandatory registration in State register legal entities. From the moment of registration, the LLC is considered to be created.

What changes have been made?

Each legal document, published on the territory of the modern Russian Federation, is subject to a regular update procedure. This amendment process is necessary due to the unstable economic and socio-political environment inherent in modern society.

Last changes the Federal Law on Limited Liability Companies introduced July 29, 2017. As a modifying act, the Federal Law "On Amendments to the Federal Law" On joint stock companies"And Article 50 of the Federal Law" On Limited Liability Companies "No. 233-FZ. In accordance with the regulations Article 2 of the Federal Law 233, Article 50 of FZ 14 was amended as follows:

• In paragraph 2 the article in question in the new edition states that at the request of the participant, the LLC undertakes to provide him with the following documents:
  • Memorandum of association;
  • Minutes of general meetings of the association;
  • Statutory documentation;
  • Documentation on subsidiary branches and representative offices;
  • Other documents set out in part 2 of Art. 50 FZ 14;
• Clause 3 indicates that the fee for the provision of the above documentation cannot exceed the cost of producing the acts;
• The amended clause 4 specifies the following grounds for refusing to issue documents:
  • The requested act is freely available on the World Wide Web;
  • The act is requested again within a three-year time period (provided that this document has already been issued);
  • The requested document is not up to date.

Confidential data contained in the transferred documentation is not disclosed by both parties to the procedure in question.

Important Provisions of Federal Law No. 14

In the process of studying the Federal Law on Limited Liability Companies, it is necessary to pay special attention to the consideration of the following articles:

• Art. 7 - Identifies the members of the limited liability company. These can be ordinary citizens and legal entities, the number of participants is up to 50 persons.
• Art. 8 - Defines the rights of the members of the association, namely:
  • To participate in management;
  • Access to information on the activities of a limited liability company;
  • To participate in the distribution of actual profits;
  • Leaving the LLC membership;
  • To receive their own share of the property upon liquidation of the association;
• Art. 12 - Discloses the standards for the preparation and operation of the charter of an LLC. Among other informative points, the text of the Charter must contain data on the legal name of the community and the address of its actual location;
• Art. 14 - Determines the norms for the formation, replenishment and safety of the authorized capital of the LLC. In particular, it is determined that its constituent parts are the financial equivalents of the shares of the founders;
• Art. 17 - Establishes that each of the founders of the LLC undertakes to pay in full his own share in the authorized capital of the community. These payments are made within the period specified in the constituent agreement (no more than 4 months);
• Art. 19 - Indicates that each of the members of the LLC has the right to make their own additional contribution to the authorized capital of the company;
• Art. 21 - Establishes the rules for the transfer of a part of the authorized capital to one of the founders;
• Art. 33 - Determines the areas of competence of the general meeting of LLC participants, namely:
  • Determination of the leading activities of the association;
  • Approval of the Articles of Association;
  • Election of an auditor;
  • Decision-making on liquidation or re-profiling of the association;
• Art. 45 - Measures of the parties' interest in concluding a transaction with LLC are determined. We are talking about transactions carried out with the direct participation of members of the board of directors of the community.

Download the new edition of the Federal Law on LLC

In order to thoroughly study the Federal Law under consideration, it is recommended to refer to its current text. Download the text of the Federal Law about limited liability companies with changes that are relevant for the period of November 2017, please refer to the following

1. A major transaction is a transaction (several interconnected transactions) that goes beyond the usual economic activity and wherein:

associated with the acquisition, alienation or the possibility of alienation by the company, directly or indirectly, of property (including a loan, credit, pledge, surety, purchase of such a number of shares (other equity securities convertible into shares) public society, as a result of which the company has the obligation to send a mandatory offer in accordance with "), the price or book value of which is 25 percent or more of the book value of the company's assets, determined according to its accounting (financial) statements as of the last reporting date;

providing for the obligation of the company to transfer property for temporary possession and (or) use, or to provide a third party with the right to use the result of intellectual activity or means of individualization under the terms of a license, if their book value is 25 percent or more of the book value of the company's assets, determined according to its accounting (financial ) reporting as of the last reporting date.

2. In the event of alienation or the possibility of alienation of property, the greater of the two values ​​is compared with the book value of the company's assets - the book value of such property and the price of its alienation. In the case of the acquisition of property, the purchase price of such property is compared with the book value of the company's assets.

In case of transfer of the company's property to temporary possession and (or) use, the book value of the property transferred for temporary possession or use is compared with the book value of the company's assets.

In the event that the company concludes a transaction or several interrelated transactions for the acquisition of shares (other equity securities convertible into shares) of a public company, which will entail the company's obligation to acquire shares (other equity securities convertible into shares) in accordance with ", with the book value of the company's assets is compared with the price of all shares that can be acquired by the company under such transactions, in accordance with ".

3. Adoption of a decision on consent to a major transaction is the competence of the general meeting of the company's participants.

In the event that a board of directors (supervisory board) of the company is formed in the company, making decisions on consent to large transactions related to the acquisition, alienation or the possibility of alienation by the company, directly or indirectly, of property, the value of which ranges from 25 to 50 percent of the value of the company's property, can be attributed to the charter of the company to the competence of the board of directors (supervisory board) of the company.

The decision on consent to a major transaction must indicate the person (persons) who is a party to it, the beneficiary, the price, the subject of the transaction and its other essential conditions or the order in which they are defined.

The decision on consent to a major transaction may not indicate the party to the transaction and the beneficiary if the transaction is concluded at an auction, as well as in other cases if the party to the transaction and the beneficiary cannot be determined by the time consent is obtained for such a transaction.

The decision on consent to the conclusion or on the subsequent approval of the transaction may also contain an indication:

on the minimum and maximum parameters of the terms of the transaction (the upper limit of the value of the purchase of property or the lower limit of the value of the sale of property) or the procedure for their determination;

to consent to a number of similar transactions;

to alternative versions of the terms of the transaction, requiring consent to its completion;

to consent to the transaction, provided that several transactions are made simultaneously.

The decision on consent to the conclusion or on the subsequent approval of a major transaction may indicate the period during which such a decision is valid. If such a term is not specified in the decision, the consent shall be considered valid within one year from the date of its adoption, unless a different term arises from the essence and conditions of the transaction, to which the consent was given, or the circumstances in which the consent was given.

A major transaction may be concluded under the suspensive condition of obtaining the proper consent for its execution in the manner established by this Federal Law.

4. A major transaction concluded in violation of the procedure for obtaining consent to its execution may be invalidated in accordance with the claim of the company, a member of the board of directors (supervisory board) of the company or its participants (participant) holding at least one percent of the total number of votes members of the society.

Term limitation period upon a request to recognize a major transaction as invalid in the event of its omission, it cannot be restored.

5. The court refuses to satisfy the requirements for the recognition of a major transaction, concluded in violation of the procedure for obtaining consent to its execution, as invalid if at least one of the following circumstances exists:

by the time the case is considered in court, evidence of the subsequent approval of such a transaction has been presented;

during the consideration of the case in court, it was not proved that the other party to such a transaction knew or should have known in advance that the transaction was a major transaction for the company and (or) that there was no proper consent to conclude it.

6. If big deal is at the same time an interested party transaction, and in accordance with this Federal Law the issue of consent to such a transaction is submitted for consideration by the general meeting of participants, the decision on consent to such a transaction is considered adopted if the number of votes required for in accordance with the requirements of this article, and the majority of votes of all participants not interested in the transaction.

7. The provisions of this article shall not apply:

to companies consisting of one participant, who is at the same time the only person with the powers of the sole executive body society;

to relations arising from the transfer to the company of a share or part of a share in its authorized capital in the cases provided for by this Federal Law;

to relations arising from the transfer of rights to property in the course of the company's reorganization, including under merger agreements and merger agreements;

to transactions, the completion of which is mandatory for the company in accordance with federal laws and (or) other legal acts of the Russian Federation and the settlements for which are made at prices determined in the manner established by the Government of the Russian Federation, or at prices and tariffs established by the authorized by the Government of the Russian Federation federal body executive power, as well as to public contracts concluded by the company on terms that do not differ from the conditions of other public contracts concluded by the company;

to transactions for the acquisition of shares (other equity securities convertible into shares) of a public company, concluded on the terms provided for by a mandatory offer to purchase shares (other equity securities convertible into shares) of a public company;

to transactions concluded on the same conditions as the preliminary agreement, if such an agreement contains all the information provided for in paragraph 3 of this article, and consent was obtained to conclude it in the manner prescribed by this article.

8. For the purposes of this Federal Law, transactions that do not go beyond the limits of ordinary economic activities are understood to be any transactions that are accepted in the activities of the relevant company or other economic entities carrying out similar types of activities, regardless of whether such transactions were made by such a company earlier, if such transactions do not lead to the termination of the company's activities or a change in its type or a significant change in its scale.

This law, adopted in accordance with the Civil Code of the Russian Federation, defines a limited liability company as founded by one or more persons economical society, the authorized capital of which is divided into shares of the sizes determined by the constituent documents; members of the company are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of their contributions. Members of the society can be citizens and legal entities. State bodies and bodies of local self-government are not entitled to act as participants in societies, unless otherwise provided by federal law. The number of members of the company should not be more than fifty. Otherwise, the company must be transformed into an open joint stock company or a production cooperative. Members of the society may have additional rights and bear additional responsibilities established by the charter of the company. The participants in the company, whose shares in aggregate constitute at least ten percent of the charter capital of the company, have the right to demand in court the exclusion from the company of a participant who grossly violates his obligations or by his actions (inaction) makes it impossible for the company to operate or significantly complicates it. The company carries out its activities on the basis of the articles of association and charter. In the event of a discrepancy between the provisions of the memorandum of association and the provisions of the charter, the provisions of the charter shall prevail for third parties and members of the company. The size of the authorized capital of the company must be at least a hundredfold. minimum size wages. The charter of the company may limit the maximum size of the share of a participant in the company and the possibility of changing the ratio of the shares of the participants in the company. Such restrictions cannot be established in relation to individual members of the company, must be contained in the charter of the company and be adopted on general meeting members of the society unanimously. This Federal Law comes into force on March 1, 1998. Constituent documents limited liability companies (partnerships) created before the entry into force of this law shall be brought into compliance with the law no later than January 1, 1999. Limited liability companies (partnerships), the number of participants in which at the time of the entry into force of this law exceeds fifty, must be transformed into joint stock companies before July 1, 1998, or production cooperatives or reduce the number of participants to the limit established by this law. When such limited liability companies (partnerships) are transformed into joint stock companies, they may be transformed into closed joint stock companies without limiting the maximum number of shareholders of a closed joint stock company established by the Federal Law "On Joint Stock Companies". Moreover, the provisions of this law on the right of the company's creditors to early termination or fulfillment of the company's corresponding obligations and compensation for losses shall not apply to such a reorganization in a CJSC.