First of all, we issue a power of attorney for LLC registration from several founders

If there are two or more founders in an LLC, then, as owners of the company, they have equal rights and must jointly make decisions regarding all stages of registration of the enterprise. For this reason, the documents must bear the signatures of each founder. All participants of the company being created must also submit an application for registration of an LLC with several founders.

The law provides for the opportunity to independently register an LLC by one of several founders. To do this, the application form filled out and signed by all founders must be certified by a notary. In this case, the right of one of the co-owners of the company to collect, prepare and submit documentation for the subsequent registration of the LLC is confirmed.

There is an easier way to register an LLC that has more than one founder - entrust this work to a company that specializes in creating individual entrepreneurs and LLCs. In this case, a power of attorney is issued to register an LLC with several founders. The power of attorney is drawn up in the presence of a notary and must be signed by all co-owners of the future company.

Having drawn up a power of attorney, you will need to make several copies of this document. They will be useful in further stages of registration. Not only the original document is notarized, but also its copies.

Documents that need to be prepared for registering an LLC with several founders

The list of documents for registering an LLC with three founders does not differ much from the standard one. The following should be provided to the regional office of the Federal Tax Service:

• statement;
• agreement on the establishment of an LLC;
• protocol on its creation;
• charter;
• paid receipt of state duty;
• letter of guarantee from the owner of the premises;
• application for transition to a preferential tax system;
• power of attorney (if the registration process is handled by a representative of the founders).

First of all, fill out the application form. Examples of filling out this document can be found on the Internet or at stands at the Federal Tax Service. The form itself can be downloaded on the Internet, and if desired, fill out the form on the website and download a ready-made application.

In this document, as in others, there should be no corrections or erasures. All information entered must be accurate and current. If the application rules are not followed, the documents will be sent for revision and registration will be denied. When re-registering an LLC with several, for example, three founders, you will have to pay the state fee again.

How to pay the state registration fee if the LLC has several founders

First of all, payment must be made in one payment. You can pay tax in several ways:

• through a Sberbank branch;
• through a terminal (some branches of the Federal Tax Service have special terminals);
• through the official website of the Federal Tax Service.

On the Federal Tax Service website you can download the completed receipt or pay for it by card. When making non-cash payments, it is important that payment is made from an authorized person’s card. If the charter of a registered LLC specifies several founders, then the state fee must be paid by the one who has the right to deal with registration issues.

If an LLC with several founders is registered, then the authorized founder not only must pay the state fee himself, but the payment details must include his full name and registration address.

The state tax payment date must follow the date the LLC Formation Form is signed.

Features of registering an LLC with one and several founders

Very often, when accepting documents, the inspector of the Federal Tax Service requires from the applicant a letter of guarantee from the owner of the premises, whose address the LLC uses as a legal address. Formally, the inspector does not have the right to ask the applicant for such a letter and does not have the right to refuse registration in its absence. But in practice, it is easier to provide such a letter to the inspector than to prove your case in court, despite the fact that you will win the trial. A letter of guarantee is a nuance that should be taken into account when registering an LLC with several founders.

If only one owner is specified in the charter, then he has the right to indicate in the documents his permanent residence address as the legal address of the company being created. But when registering an LLC with five founders, this cannot be done.

The letter of guarantee is drawn up in any form. It must specify the terms of the transaction and indicate the details of the owner of the premises. Examples of composing such a letter can be found on the Internet or you can order its preparation at a notary’s office.

Step-by-step instructions for registering an LLC with several founders

After filling out the application, having it certified by a notary if necessary and paying the state fee, you can begin to create the charter and minutes of the meeting of founders. The charter is a mandatory document, regardless of the number of owners of the LLC. All sheets of the charter must be stitched.

When registering an LLC with several founders, several copies of the charter are submitted to the Federal Tax Service Inspectorate - one for the Federal Tax Service Inspectorate and one for each founder. The charter is a very important document, so the utmost care must be taken when drafting each clause. Please note that when registering an LLC with several founders, the charter is signed by all participants of the created company.

Much attention should be paid to the minutes of the meeting. This document records the name and address of the company being created, and also approves the governing bodies (there must be at least two of them). If there are more than 15 founders, then an audit commission must be appointed in the protocol. The protocol confirms the company's charter and appoints its director. The finished document, if it consists of several sheets, should be stitched.

When registering an LLC with three or more founders, the minimum amount of authorized capital does not change and is 10,000 rubles. Each participant is obliged to contribute his share only in money. At the same time, you can contribute your own share not at the time of registration, but within four months after it.

Drawing up an agreement for registering an LLC with three or more founders

When registering an LLC with several founders, pay attention to drawing up an agreement on the creation of the company. The information written in it is in many ways similar to the information from the protocol, but here they are presented in more detail. This agreement describes in detail the size and nominal value of the invested shares, as well as the procedure for their contribution. It is important to spell out in detail the responsibilities of each owner of an LLC so that disputes do not arise later.

Following the instructions for registering an LLC with several founders, also write down in the agreement the sanctions that will follow for non-compliance with the agreement and for non-payment (or late payment) of your share.

It is not only the applicant for LLC registration with several founders who signs the agreement, but all the founders. Despite the fact that this document is not considered a constituent document, one copy must be made for each founder of the company being created.

When registering an LLC, do not forget to select a taxation form

The state provides the opportunity, within 30 days from the date of registration, to choose the mode under which it is beneficial for you to pay taxes. This seems like quite a long period of time, but in practice it is not always enough. For this reason, it is advisable to choose a form of taxation even before registering with the Federal Tax Service and submit the appropriate application directly upon registration.

If you do not have time to submit a notification within 30 days, you will be automatically transferred to the OSN and the next opportunity to save on taxes will appear only in the new calendar year.

The situation when a society consists of two participants (founders) is initially difficult in itself and contains the possibility of insoluble or difficult to resolve disputes and contradictions. And here it is not so important whether the shares of participants are equal or unequal. In both cases, conflicts may arise between participants, which can complicate the activities of the society, or even make it impossible. By the way, the above also applies to joint stock companies consisting of two shareholders.

1. If the shares of both participants are equal to 50%...

It is better to avoid such a situation. One day it may happen that a misunderstanding or even a quarrel arises between the participants - of a personal or work nature. Sooner or later, any dispute between these people will move into the area of ​​corporate governance and control over the activities of the company. Then the participants will find themselves in a situation where decision-making in society will be blocked - after all, each participant has an equal number of votes with the other participant. It will become impossible to make a decision.

In judicial practice, cases on the need for judicial resolution of issues of the company's activities due to hostility between participants with equal shares are very numerous: most often, disputing participants appeal the minutes of general meetings, decisions illegally taken at such meetings, company transactions actually completed without the consent of the second participant, or they ask the court to make a decision for them (Resolution of the 10th AAC dated December 1, 2016 in case No. A41-9229/16).

Courts in such cases are based on factual circumstances and rules of law. Let’s say the charter provides for unanimous decision-making at a general meeting, and the second participant was absent. Either the minutes of the general meeting were falsified and the second participant provided evidence of this fact. Everything is more or less clear here.

However, this is only one side of the coin. There is also a second side, when a corporate conflict between two participants turns into a dispute about the liquidation of the company, the exclusion of a participant from the company, or is accompanied by bankruptcy of the company. Let's consider such situations in more detail.

2. Expulsion of one of the two participants from the company in the event of a corporate conflict

In the Review of Judicial Practice of the RF Armed Forces for the 1st quarter of 2014, the Judicial Collegium for Economic Disputes indicated that in a situation where the level of mistrust between members of a company owning equal shares reaches a critical level, from their point of view, and the position of none of them they are not obviously unlawful, it is advisable to consider the possibility of continuing corporate relations, which could result in the participants making a decision to liquidate the company or one of the participants making a decision to withdraw from it with the corresponding legal consequences provided for by the LLC Law and the company’s constituent documents. Claims for exclusion of another participant from the society in such a situation cannot be satisfied.

However, as judicial practice shows, depending on the specific circumstances of the case, the likelihood of satisfying an application to exclude one of the two participants in the event of a corporate conflict is not completely reduced to zero.

Determination of the RF Armed Forces dated July 20, 2015 N 305-ES15-2706:

The courts of three instances rejected a company participant’s claim to exclude the second participant, pointing out that the mutual claims of the participants indicate a corporate conflict and a desire to resolve it by depriving the other participant of the legal rights to a share, which is unacceptable.

The Supreme Court did not agree with the conclusions of the courts in the case, because An equal distribution of shares between the parties to a corporate conflict is not in itself an unconditional basis for refusing a claim to exclude a participant from the company.

The exclusion of a participant is a special corporate method of protecting rights, the purpose of which is to eliminate obstacles to the normal activities of the company caused by the behavior of one of the participants.

In a situation of equal distribution of shares between two participants, the court must assess the violations committed by each participant and analyze the adverse consequences that have arisen for society.

A claim for the expulsion of one participant cannot be satisfied in the case when such a demand is made by another participant in respect of whom there are also grounds for expulsion.

Resolution of the Eleventh Arbitration Court of Appeal dated October 28, 2014 in case No. A55-5927/2014, Decision of the Arbitration Court of the Krasnoyarsk Territory in case No. A33-19931/2016 dated December 6, 2016: in case of a ratio of shares (50/50), the exclusion of a participant can be applied only in exceptional cases if it is proven that a participant in the company has grossly violated his duties or the behavior of the participant makes it impossible or complicates the activities of the company.

3. Liquidation of the company due to a conflict between participants with equal shares

A claim for the liquidation of a company consisting of two participants with shares of 50%. The statement is motivated by the presence of a long-term corporate conflict in the Company and the inability of the Company to carry out normal business activities.

The court of first instance rejected the claim, the appeal and cassation decided to liquidate the company.

Resolution of the Arbitration Court of the Volga District dated October 7, 2016 in case No. A57-30921/2015:

Liquidation of a legal entity as a method of resolving a corporate conflict is possible only if all other measures are taken to resolve the corporate conflict and remove obstacles to the continuation of the activities of the legal entity (exclusion of a participant in the legal entity, voluntary withdrawal of a participant from the membership of the legal entity, election of a new person, exercising the powers of the sole executive body, etc.) are exhausted or their use is impossible.

The absence of a corporate community between participants and the impossibility of making a joint decision on the management of the company, taking into account the distribution of votes in equal shares, do not contribute to the possibility of maintaining the activities of the Company, taking into account the goals of economic feasibility and profit-making. There are no other ways to resolve a corporate conflict between the Company's participants.

4. Difficulties in the participation of participants in the bankruptcy case of their company (LLC, JSC)

In relation to a company consisting of two participants with shares of 50% of the authorized capital, bankruptcy procedures are carried out. One of the participants appealed the decision to include the claim of one of the creditors in the register. The complaint was returned by the court due to the fact that the interested participant did not have the status of a representative of the participants.

Determination of the Supreme Court of the Russian Federation dated June 14, 2016 in case No. 304-ES15-20105:

The opening of bankruptcy proceedings gives the representatives of the debtor's participants the rights of persons participating in the case. A representative of the debtor's participants is recognized, including a person elected by the debtor's participants to represent their legitimate interests.

Within the meaning of the provisions of bankruptcy legislation, the purpose of limiting the direct participation of all participants of the debtor in the case of its insolvency and the possibility of them carrying out any actions only through a representative is to prevent the uncoordinated participation of a large number of participants of the debtor with relatively small shares.

In the case under consideration, the participants of the debtor Spiridonov S.V. and Ulyankin V.I. have equal shares in the authorized capital. At the same time, the corporate conflict that has arisen between them significantly complicates the initiated selection of a representative to participate in bankruptcy procedures.

In such a situation, the absence of Spiridonov S.V. the status of a representative of the debtor's participants should not interfere with the exercise of his right to judicial protection, including the consistent defense of his legal position against the unjustified, in his opinion, inclusion of the creditor's claim in the register.

5. When the shares of both participants in the company are unequal...

It all depends on the rules for making decisions by the company, prescribed in the Charter. If the Charter of the Company or the legislation on LLC provides for unanimous voting on a certain issue, the distribution of shares 50/50 or 60/40 (30/70, etc.) will not play a role. In this case, the situations will be similar to those described above.

If a majority of votes is sufficient to make a decision, such a decision will be made by the participant with a larger share. However, this will almost always entail an appeal of the decision or its consequences by the second participant on other grounds, incl. based on abuse of rights (Resolution of the 8th AAS dated December 29, 2016 in case No. A46-9252/2015). Often there are demands for the exclusion of such a participant (Resolution of the Arbitration Court of the North Caucasus District in case No. A32-1325/2016 dated November 10, 2016, Resolution of the Arbitration Court of the Moscow District in case No. A41-63802/2014 dated January 28, 2016, arbitration decision Court of the Kostroma Region in case No. A31-78/2016 dated July 20, 2016).

Of course, there is no universal “recipe” for eliminating the difficulties associated with participation in societies of only two people. Unless we create such societies. This is, of course, a joke.

The following methods can be suggested as options that can help smooth out possible difficulties:

Define in the company's charter a clear procedure for making decisions, including describing the required number of votes to make each type of decision;

Define initially unacceptable decision-making situations in the charter or agreement of participants;

Involve a predetermined intermediary (mediator) in resolving contradictions. The need and procedure for attracting a third party must be specified in the charter or agreement of the participants;

If the participants cannot independently decide on a candidate for the director of the company (for example, each of them wants to manage the affairs of the company independently or proposes a candidate in which there is a personal interest) - invite a professional manager. Regarding a professional manager, the recommendations are the same as in the case of a mediator - describe the selection procedure in advance and in detail;

Determine clear criteria for the company to carry out transactions;

Determine the procedure for the parties to act in the event of irresolvable contradictions: provide for the withdrawal of any participants from the company with appropriate compensation, division of the company or liquidation.

Also, with certain exceptions, what is written is useful to companies consisting of three participants (shareholders) with equal shares (1/3 / 33.3 percent), of four participants (shareholders) with equal shares (1/4 / 25 percent), of five participants (shareholders) with equal shares (1/5/20 percent) and so on.

If your legal dispute or other dispute, contractual work or any other form of activity concerns the issues discussed in this or other of our material, we recommend that you check and make sure that your legal position complies with the latest changes in practice and legislation.

We will be happy to provide you with legal assistance regarding minimizing legal risks and available opportunities. We will try to find a solution that suits you.

Yana Polskaya

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8 800 505-91-11

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Two founders

In our SNT in 2001, two people became the founders: the chairman of the board and the treasurer who were at that time. In present day they are no longer alive. Is it necessary to replace the founders and how?

Hello! It doesn't matter who was once the founder. There are participants - members of the partnership, as well as responsible persons. If decisions need to be made, then in accordance with Article 17 of the Federal Law of July 29, 2017 N 217-FZ “On gardening and horticulture by citizens for their own needs and on amendments to certain legislative acts of the Russian Federation” this will happen at a general meeting of members partnership. And the founders or participants may pass away, from the partnership. This does not affect his performance if his replacement is selected. If not, then choose, by convening a general meeting, to perform the duties assigned to them.

Hello, this is an absolutely meaningless idea, SNT, this is a partnership, each member of the partnership has equal rights, the founders in SNT, now it is called TSN (real estate owners' partnership), this is not the same as the founders in an LLC, these are just people who founded SNT and their legal status is the same as that of the other members of the partnership of the Civil Code of the Russian Federation Article 123.12. Basic provisions on a partnership of real estate owners 1. A partnership of real estate owners is a voluntary association of owners of real estate (premises in a building, including an apartment building, or in several buildings, residential buildings, garden houses, garden or vegetable plots of land, etc. ), created by them for joint ownership, use and, within the limits established by law, disposal of property (things) that, by force of law, is in their common ownership or for common use, as well as to achieve other goals provided for by laws. This is what Federal Law No. 217-FZ dated July 29, 2017 (as amended on August 3, 2018) says about the founders of the partnership “On the conduct of gardening and vegetable gardening by citizens for their own needs and on amendments to certain legislative acts of the Russian Federation” Article 10. Adoption procedure decisions on the establishment of a partnership 1. The decision on the establishment of a partnership is made by citizens (founders) unanimously at their general meeting through in-person voting. ... 6. The number of founders of the partnership cannot be less than seven. 7. From the date of state registration of the partnership, citizens who made the decision to establish the partnership (founders) are its members. Therefore, there is no point in changing anyone, and it is not feasible.

You just need to re-elect board members. Currently, the new Law does not provide for founders who are not members of the SNT. According to the old law, these founders did not have any rights other than signing documents, they did not have property rights to the SNT property, this position is not part of the inheritance and cannot be inherited. So hold a general meeting and elect a new board and chairman. You just need to get all your documents in order. Article 10. Procedure for making a decision on establishing a partnership 1. The decision on establishing a partnership is made by citizens (founders) unanimously at their general meeting through in-person voting. 2. Before voting on the issue of establishing a partnership, persons participating in the meeting are required to elect the chairman of the meeting and the secretary of the meeting by a simple majority of votes. 3. The decision to establish a partnership is drawn up in the form of minutes of the meeting, which are signed by the chairman of the meeting, the secretary of the meeting and the founders of the partnership. 4. The decision to establish a partnership shall contain information about the establishment of the partnership, approval of its charter, the procedure, amount, methods and timing of the formation of the property of the partnership, the election (appointment) of the sole executive body of the partnership (chairman of the partnership), the permanent collegial executive body of the partnership ( board) and the audit commission (auditor). 5. The decision to establish a partnership must contain information about the results of voting of the founders of the partnership on issues of establishing the partnership, about the procedure for joint activities of the founders to create a partnership, about vesting one of the founders with the authority of the applicant to apply to the body that carries out state registration of legal entities. 6. The number of founders of the partnership cannot be less than seven. 7. From the date of state registration of the partnership, citizens who made the decision to establish the partnership (founders) are its members. 8. Within a month from the date of state registration of the partnership, its members who acquired membership in the partnership in accordance with Part 7 of this article must submit in writing to the chairman of the partnership or other authorized member of the board of the partnership the information specified in Part 5 of Article 12 of this Federal Law . A new minimum number of founders has been introduced - at least 7 people. In this case, the decision to create such a TSN is made unanimously (100% of the votes). If a partnership has less than 7 members, it is subject to liquidation. As before, the founders simply create a partnership; they do not have any special rights or privileges; according to the law, such a body as a “meeting of founders” does not exist at all; The number of members of the board of the partnership cannot be less than three people and should not exceed five percent of the total number of members. It’s interesting how the 5% requirement will be met if the board has at least three members (if they are taken as 5%, then there must be at least 60 members). This requirement directly contradicts the provision on the minimum composition of the SNT of seven members of the partnership (then 5% of the members of the partnership will be 0.35 people, which is absurd); The chairman of the board of TSN cannot issue a power of attorney with the right of substitution (clause 6 of part 1 of article 19 of Law 217-FZ). The reasons for this limitation are still mysterious; Introduced absentee voting for decision-making at general meetings. AND.

Good day Alexander It will not be possible to remove a founder who has died from the SNT founders because in accordance with Federal Law No. 217 of July 29, 2017 “On gardening, vegetable gardening and dacha non-profit associations of citizens, the founders of a gardening, gardening or dacha non-profit association are considered accepted as members of such an association from the moment of its state registration.” In accordance with civil law, the heirs of members of the gardening, vegetable gardening or dacha non-profit association can become members of a horticultural, gardening or dacha non-profit association. At the same time, the procedure for leaving members, accepting membership, and terminating membership in SNT is indicated in the SNT Charter. Thus, the rights of the deceased founder-member of the SNT pass to his heirs. In this regard, you need to consider not excluding the deceased founder-member from the SNT, but replacing him with an heir. Accordingly, it is necessary to introduce the heir(s) of the deceased participant into the gardening partnership. To do this you need: - firstly, the heir must enter into inheritance rights to the testator's property; - secondly, after entering into an inheritance and receiving a certificate of the right to inheritance, he needs to draw up the relevant documents for real estate at the territorial department of the federal registration service; - thirdly, you must contact the association with these documents in order for the heir to be accepted as a member at the general meeting.

If there are two founders in an LLC 50/50, one founder is currently also the general director! The second founder now wants to be in charge himself and insists that he be the general director for a year! What risks does the first founder face with such changes?!

The risks are such that being a gene. the director of the second founder may enter into some transactions that will be to the detriment of society. Which is of course debatable, but nonetheless possible. See Federal Law No. 14-FZ dated 02/08/1998 (as amended on 04/23/2018) “On Limited Liability Companies”, Art. 40 There is a complete list of the director’s powers. 1. The sole executive body of the company (general director, president and others) is elected by the general meeting of the company’s participants for a period determined by the company’s charter, if the company’s charter does not include the resolution of these issues within the competence of the board of directors (supervisory board) of the company. The sole executive body of the company may also be elected not from among its participants. An agreement between the company and the person performing the functions of the sole executive body of the company is signed on behalf of the company by the person who chaired the general meeting of the company’s participants, at which the person performing the functions of the sole executive body of the company was elected, or by a participant in the company authorized by the decision of the general meeting of the company’s participants, or , if the resolution of these issues falls within the competence of the board of directors (supervisory board) of the company, the chairman of the board of directors (supervisory board) of the company or a person authorized by a decision of the board of directors (supervisory board) of the company. (clause 1 as amended by Federal Law No. 312-FZ of December 30, 2008) (see text in the previous edition) 2. Only an individual can act as the sole executive body of a company, except for the case provided for in Article 42 of this Federal Law . 3. The sole executive body of the company: 1) acts on behalf of the company without a power of attorney, including representing its interests and making transactions; 2) issues powers of attorney for the right of representation on behalf of the company, including powers of attorney with the right of substitution; 3) issues orders on the appointment of company employees to positions, on their transfer and dismissal, applies incentive measures and imposes disciplinary sanctions; 4) exercises other powers not assigned by this Federal Law or the company’s charter to the competence of the general meeting of participants of the company, the board of directors (supervisory board) of the company and the collegial executive body of the company. 3.1. The company's charter may provide for the need to obtain the consent of the board of directors (supervisory board) of the company or the general meeting of the company's participants to carry out certain transactions. In the absence of such consent or subsequent approval of the relevant transaction, it may be challenged by the persons specified in paragraph one of paragraph 4 of Article 46 of this Federal Law, in the manner and on the grounds established by paragraph 1 of Article 174 of the Civil Code of the Russian Federation. (clause 3.1 introduced by Federal Law dated July 3, 2016 N 343-FZ) 4. The procedure for the activities of the sole executive body of the company and its decision-making is established by the charter of the company, internal documents of the company, as well as an agreement concluded between the company and the person performing the functions of its sole executive executive body.

The risks are that this founder will no longer be able to make decisions that fall within the competence of the sole executive body. But in any case, the priorities of the LLC’s activities are determined by the decisions of the general meeting of founders. And the change in the composition of the sole executive body will not affect the decisions of the general meeting of founders; no change has occurred in the number of shares owned by them. " Article 40. Sole executive body of the company. Guide to corporate disputes. Questions of interpretation and application of Art. 40 1. The sole executive body of the company (general director, president and others) is elected by the general meeting of the company’s participants for a period determined by the company’s charter, if the company’s charter does not include the resolution of these issues within the competence of the board of directors (supervisory board) of the company. The sole executive body of the company may also be elected not from among its participants. An agreement between the company and the person performing the functions of the sole executive body of the company is signed on behalf of the company by the person who chaired the general meeting of the company’s participants, at which the person performing the functions of the sole executive body of the company was elected, or by a participant in the company authorized by the decision of the general meeting of the company’s participants, or , if the resolution of these issues falls within the competence of the board of directors (supervisory board) of the company, the chairman of the board of directors (supervisory board) of the company or a person authorized by a decision of the board of directors (supervisory board) of the company. (clause 1 as amended by Federal Law No. 312-FZ of December 30, 2008) (see text in the previous edition) 2. Only an individual can act as the sole executive body of a company, except for the case provided for in Article 42 of this Federal Law . 3. The sole executive body of the company: 1) acts on behalf of the company without a power of attorney, including representing its interests and making transactions; 2) issues powers of attorney for the right of representation on behalf of the company, including powers of attorney with the right of substitution; 3) issues orders on the appointment of company employees to positions, on their transfer and dismissal, applies incentive measures and imposes disciplinary sanctions; 4) exercises other powers not assigned by this Federal Law or the company’s charter to the competence of the general meeting of participants of the company, the board of directors (supervisory board) of the company and the collegial executive body of the company. 3.1. The company's charter may provide for the need to obtain the consent of the board of directors (supervisory board) of the company or the general meeting of the company's participants to carry out certain transactions. In the absence of such consent or subsequent approval of the relevant transaction, it may be challenged by the persons specified in paragraph one of paragraph 4 of Article 46 of this Federal Law, in the manner and on the grounds established by paragraph 1 of Article 174 of the Civil Code of the Russian Federation. (clause 3.1 introduced by Federal Law dated July 3, 2016 N 343-FZ) 4. The procedure for the activities of the sole executive body of the company and its decision-making is established by the charter of the company, internal documents of the company, as well as an agreement concluded between the company and the person performing the functions of its sole executive executive body.

Hello dear site visitor! Why should you separate and not argue? Apparently the second founder has his own plans for running the affairs of the organization, but from the question nothing is clear that would violate the rights of the first founder, let him now lead the way - what’s the problem, you’re partners and everything is based on trust? Re-elect the director, since in any case you can be dismissed on one of the grounds provided for in Article 81 of the Labor Code. In addition, clause 4 of Article 33 of the Law “On LLC” allows the General Meeting of Participants to resolve the issue of early termination of the powers of the executive bodies of the LLC. Further, the General Director is elected for the term provided for in the LLC Charter (Clause 1, Article 40 of the Law “On LLC”. So, you can almost always be dismissed as General Director, and enough reasons for dismissal can be found. Good luck to you and all the best, Sincerely, lawyer Ligostaeva A.V.

Virtually no risks. Since a decision not agreed upon between the two founders can only be made in court. (which will be a protracted argument). In accordance with Article 40 of the Federal Law "On LLC" The sole executive body of the company (general director, president and others) is elected by the general meeting of the company's participants for a period determined by the company's charter

Good afternoon These may be the risks of unfair and unreasonable management of society. And making decisions at a general meeting, if the shares of both participants are equal, may not be possible if the voting is different. 1. Members of the board of directors (supervisory board) of the company, the sole executive body of the company, members of the collegial executive body of the company, as well as the manager, when exercising their rights and performing their duties, must act in the interests of the company in good faith and wisely. 2. Members of the board of directors (supervisory board) of the company, the sole executive body of the company, members of the collegial executive body of the company, as well as the manager are liable to the company for losses caused to the company by their guilty actions (inaction), unless other grounds and the amount of liability are established by federal laws. In this case, members of the board of directors (supervisory board) of the company, members of the collegial executive body of the company who voted against the decision that caused losses to the company or who did not take part in the voting are not liable. Art. 44, Federal Law of 02/08/1998 N 14-FZ (as amended on 04/23/2018) “On Limited Liability Companies” (ConsultantPlus)

Good day There is no risk in taking turns making decisions. A director is a sole executive body that acts on behalf of the company and in its interests. Information about the current director is published in the Unified State Register of Legal Entities, and when concluding any transactions, counterparties are required to check the authority of a particular person. When changing the manager, you must inform the tax office and make changes to the Unified State Register of Legal Entities. When submitting documents when changing the director, use the regulations for the provision of state services for registering changes (clause 22 of Order of the Ministry of Finance of Russia dated September 30, 2016 N 169 n) only one document is indicated - application R 14001. However, in practice, the Federal Tax Service may also request a decision on the change director and an order for the appointment of a new director. The state fee for registering a change of director is not paid.

Hello, the same risks will arise as the second founder currently has, it’s just castling. How the founders will resolve this issue depends on their relationship and trust in each other. The change of director is carried out in accordance with the provisions of Federal Law dated 02/08/1998 N 14-FZ (as amended on 04/23/2018) “On Limited Liability Companies” Article 40. Sole executive body of the company 1. The sole executive body of the company (general director, president and others) is elected by the general meeting of the company's participants for a period determined by the company's charter, if the company's charter does not include the resolution of these issues within the competence of the board of directors (supervisory board) of the company. The sole executive body of the company may also be elected not from among its participants. In any case, the founders will have to agree on issues related to management, since this is decided at the general meeting, which consists of the two of them.

Hello, dear Angelica! Firstly, all issues related to the formation of an LLC, the choice of the director of the LLC, the responsibility of the founders and the sole management body of the LLC, etc., are regulated in detail by the Civil Code of the Russian Federation, Federal Law No. 14-FZ “On Limited Liability Companies” and the Charter of the LLC. Secondly, if, according to the provisions of the Charter of this LLC, the founders elect a new general. director of the LLC represented by the second founder, then the risks of the first founder of the specified LLC will be the same as the risks now of the second founder of this LLC. Good luck to you.

Who signs the employment contract? What if the company has two founders?

Hello, Elena! Any of the founders has the right to sign an employment contract.

The employment contract must be signed by the director. Since he is the executive body of the organization.

What will happen to a joint stock company if it was founded by two LLCs, and the founder of one of these companies is declared bankrupt as an individual?

It will not affect, it is necessary to make changes to the constituent documents.

Legal Person LLC. I am the founder of 25 percent. There are two more at 37.5. The charter says nothing about the procedure for making decisions according to shares. One of the founders forged my signature in the minutes of the meeting and subsequently sold the property. Based on the power of attorney issued by the director. The land under the facility is leased from the city, 49 years. This had consequences. The new owner claims most of the land; there is another object on it, which is owned by a legal entity. The founder admits his guilt and repents. He claims that he was under pressure. It's all about the ground. Can I invalidate the purchase and sale agreement and the protocol? Thanks in advance. If you wish, I can pay for a quality answer.

Good evening! Of course, the decision of the meeting must be declared invalid due to the forgery of the signature, and subsequently the transaction for the sale of the building. We need a verdict against the founder for falsifying an official document.

Since it is not stated in the charter, the law applies. You can contact law enforcement agencies regarding signature forgery, Art. 141.144 of the Code of Criminal Procedure of the Russian Federation, if you have not already contacted it. The path will be checked. In addition, you can invalidate the purchase and sale agreement (Articles 166-181 of the Civil Code of the Russian Federation) and the protocol in court. You will have to prove everything, Art. 55,56 Code of Civil Procedure of the Russian Federation. We need a verdict against the founder for falsifying an official document. Federal Law of 02/08/1998 N 14-FZ (as amended on 04/23/2018) “On Limited Liability Companies”

Alexander, under such circumstances, you certainly have every right to challenge this transaction. A decision of the general meeting of company participants, adopted in violation of the requirements of this Federal Law, other legal acts of the Russian Federation, the company's charter and violating the rights and legitimate interests of a company participant, may be declared invalid by the court upon the application of a company participant who did not take part in the voting or voted against the disputed decision. decisions (clause 1 of article 43 of the Federal Law “On Limited Liability Companies”).

First, you need to write a statement to the police. Let them sort it out (Article 144 of the Code of Criminal Procedure of the Russian Federation) Secondly, go to court and have the contract declared invalid. Well, prove the minutes of the general meeting (Article 65 of the Arbitration Procedure Code of the Russian Federation)

Good day Alexander You can invalidate the purchase and sale agreement and the protocol In accordance with paragraph 1 of Article 43 of the LLC Law, a decision of the general meeting of company participants, adopted in violation of the requirements of this Federal Law, other legal acts of the Russian Federation, the company's charter and violating the rights and legitimate interests of a company participant, may be declared invalid by the court upon the application of a company participant who did not take part in the voting or voted against the contested decision. In paragraphs 1 and 3 of Article 21 of the Federal Law of 02/08/1998 N 14-FZ "On Limited Liability Companies" it is established that a company participant has the right to sell or otherwise assign his share in the charter capital of the company or its part to one or more participants of this company.

Good afternoon Alexander! In your case, you need to write a statement to law enforcement agencies regarding signature forgery, Art. 141.144 of the Code of Criminal Procedure. RF. Having received a verdict, go to court in accordance with Articles 166, 181 of the Civil Code of the Russian Federation, Art. 55.56 of the Code of Civil Procedure of the Russian Federation with a claim to invalidate the purchase and sale agreement. The general statute of limitations is 3 years (Article 200 of the Civil Code of the Russian Federation) from the moment you became aware of the sale of the property. Good luck to you.

How to properly draw up constituent documents.

There is Company LLC A, it has two founders, 1 founder. - physical Face – D,

2nd establishment – LLC I company, each share is 50%.

Founder D sold his share in full to another individual. Litsu-S.,

The company LLC I was reorganized in May 2018 and the new company LLC S became its legal successor. The company LLC I-LIQUIDED.

The director's rights in company A ended in August 2018.

What is the sequence in resolving this issue, how to extend the director’s rights, how to introduce new founders.

The rights of the director are extended based on the decision of the general meeting. This can be done by those who are currently members. New founders are introduced based on transactions. A liquidated company will no longer be a participant, because it has been liquidated (Article 61 of the Civil Code of the Russian Federation)

When extending the rights of a director, one should be guided by the provisions of clause 8 of Article 37 of Federal Law No. 14-FZ “On Limited Liability Companies”. The nature of the decision made is confirmed by the minutes, which record all the essential information about this meeting. The decision to extend is an additional agreement to the employment contract indicating all the essential conditions of the labor relationship between the employee and the employer. The introduction of new founders occurs as follows: first, a new participant joins the LLC, making a contribution to the authorized capital and thereby increasing it, and then another exits participant. The main thing is that the charter does not indicate that the participant does not have the right to withdraw from the membership. His share is distributed among the remaining participants, paying the exiting participant its actual value.

Two founders 51% and 49%, the first one displaces the second one, even issued an order for demotion, what can be done?

If he demotes you, you can file a complaint with the State Labor Inspectorate, because This cannot be done unilaterally. This is permitted by agreement of the parties. According to Article 72 of the Labor Code of the Russian Federation, changes in the terms of an employment contract determined by the parties, including transfer to another job, are allowed only by agreement of the parties to the employment contract, except for cases provided for by this Code. An agreement to change the terms of an employment contract determined by the parties is concluded in writing.

Changing the terms of the employment contract determined by the parties, including transfer to another job, is allowed only by agreement of the parties to the employment contract, except for the cases provided for by this Code. An agreement to change the terms of an employment contract determined by the parties is concluded in writing. An order for demotion can be issued only in relation to the employee, and not just the founder. This cannot be done without the written consent of the employee, Article 72, 72.1 of the Labor Code of the Russian Federation. It is necessary to challenge the order in court. You can also file a complaint with the labor inspectorate and the prosecutor's office. If the founder’s order was also accompanied by a decision of the founders, then you, as the second founder, have the right to file a claim in court to declare such a decision invalid Federal Law of 02/08/1998 N 14-FZ (as amended on 04/23/2018) “On Limited Liability Companies” Article 43 . Appealing decisions of the company's management bodies ""1. A decision of the general meeting of company participants, adopted in violation of the requirements of this Federal Law, other legal acts of the Russian Federation, the company’s charter and violating the rights and legitimate interests of a company participant, may be declared “invalid” by the court upon the application of a company participant who did not take part in voting or voted against the contested decision.

Good afternoon You need to look at the order, as well as the employment contract. If the demotion is not legal, you can appeal to the labor inspectorate and court. "Labor Code of the Russian Federation" dated December 30, 2001 N 197-FZ (as amended on April 1, 2019) Labor Code of the Russian Federation Chapter 2.

Invited to work for the company as Chief Engineer. The company has two founders, one of them is an expat (the main leader), the second is a figurehead and holds the position of general director. The salary was gray, 30% on account, the rest in an envelope. In November, the manager stopped paying gray wages, and since January he has not paid white wages either. Can't get in touch, flew out of the country. The fake CEO and the company's lawyer are friends, now the lawyer is trying to deduce the gene with retroactive statements. director from the company so that he can avoid liability. I quit my job in March, the lawyer wrote the order number in the message. They forced me to fill out the work book myself. I cannot obtain orders for hiring and dismissal, certificates of income and other documents. A gray salary can be confirmed by witnesses, as well as messages with the manager about the amount of debt.
How to write a statement to the prosecutor's office? Is it possible to get at least part of my salary back? Thank you!

Hello Inna! File a complaint with the labor inspectorate and prosecutor's office.

Usually in such offices the money disappears long before the events you described. There is practically no way to prove a gray salary. Contacting the prosecutor's office will be harmful, since it will not be able to seize the organization's accounts. Therefore, only go to court. Federal Law of October 2, 2007 N 229-FZ (as amended on March 6, 2019) “On Enforcement Proceedings” “Article 111. Sequence of satisfaction of claimants’ claims” “1. In the event that the amount of money collected from the debtor is insufficient to satisfy in full the requirements contained in the enforcement documents, the specified amount is distributed among the claimants who presented the enforcement documents on the day of distribution of the corresponding amount of money, in the following order: ""1) satisfied first claims for the collection of alimony, compensation for harm caused to health, compensation for harm in connection with the death of the breadwinner, compensation for damage caused by a crime, as well as claims for compensation for moral damage; (as amended by Federal Law dated December 17, 2009 N 325-FZ) (see the text in the previous “edition”) 2) secondly, the requirements for payment of severance pay and wages of persons working (have worked) under an employment contract are satisfied, and also for the payment of remuneration to the authors of the results of intellectual activity;

You should establish the fact of work in court and collect wages.

There are two founders in an LLC, each with 50%, one demands distribution of profits - the other is against it, respectively, in the protocol 50% for, 50% against. What to do in this situation.

Hello Tatiana! Distribute shares or donate shares, because... the founders will not be able to make decisions.

The LLC had two founders with an registration fee of 10,000 rubles each, i.e. 20,000 rubles in total. The LLC had a tax identification number. Now an LLC with the same name has a new founder (not one of the previous two), the founding contribution is 10,000. But the TIN is the same. How legal is this, given that the exit of two founders is impossible, and the founding contribution was made by the new owner?

Two legal entities with one Inn cannot exist.

Please tell me if the LLC has two founders and a director, and the director is one of the founders. Is the company carrying out some kind of major transaction, the signature of the second founder is required, the concept of a major transaction starts from what amount, who sets the amount?

Hello, Sergey! What is needed is not the signature of the founder, but the minutes of the general meeting of participants with the approval of a major transaction. The size is usually established in the charter, but not less than that established by the LLC law. See the relevant sections of the charter. Charters are 95% rubber-stamped.

The organization has two founders, one of whom is the general director and accountant, and the other is the deputy general director.
The first founder withdraws from the membership and leaves the position of general. director. Documents on amendments to the Unified State Register of Legal Entities have been submitted; you need to come to the tax office for the documents on 04/03/2019.
Yesterday (03/01/19) the general director transferred the cost of the actual share to his current account without informing the second founder. Did he break the law?

Hello! Yes, of course this is a violation of the law.

My two partners and I want to buy an existing business. We are three founders. One of the partners recently opened an individual entrepreneur. In order to reduce costs and taxes, he suggests not opening an LLC, but using his individual entrepreneur to conduct business. The responsibility of participants, division of property, conditions for leaving the business and other conditions are proposed to be formalized in a separate agreement certified by a notary. Tell me, will such an agreement have legal force in the event of controversial situations?

Such an agreement does not contradict the law. If the agreement is of high quality, then you will be able to resolve all controversial issues. I would advise you to conclude an investment agreement.

If by business you mean a certain property, then you can purchase it for all persons in certain shares and establish trust management, with an individual entrepreneur acting as the manager. Specify all the details in the contract. But you have a reference to three founders, and if the founders are a legal entity... The essence of the question is incorrect...

The founder of the LLC did not manage the company and did not request reports for two and a half years (the charter says he can request reports, but it does not say that he is obliged). The director himself did not provide it. The LLC found itself in large debts. Bankrupt. In bankruptcy proceedings, will the founder be held vicariously liable for negligence in the LLC’s work? Or is it the director’s responsibility to inform the founder about insolvency and not vice versa? Thank you very much in advance for your answers.

If the LLC has no property, the director and founder will be responsible.

At the request of one of the founders, an investigation has been underway against me since August 2018. The investigation was refused twice, and again the prosecutor’s office renewed it. I wrote a complaint and was told that the investigation is ongoing and the investigator’s orders are being carried out
What does it mean? An investigator has already appeared, and they began interviewing our tenants in a new way. Since the opera is carrying out the orders of the investigator, is it possible that an investigation is underway or what?

You are absolutely right. If the investigator's instructions are carried out, then a criminal case has been initiated. If you have not received a notification that a criminal case has been initiated against you, then most likely it could have been initiated in fact against an unidentified person. But I still recommend that you clarify the information. Police officers must have a written order in hand. The order contains the name of the investigator, the number of the criminal case, the date of its initiation and the plot of the crime. You need to build on this information. It is also possible that it is not the investigator’s instructions that are carried out, but the instructions of the prosecutor’s office based on the materials of the additional inspection. In this case, a criminal case may not be initiated.

Article 145. Decisions made based on the results of consideration of a report of a crime 1. Based on the results of consideration of a report of a crime, the body of inquiry, the inquiry officer, the investigator, the head of the investigative body makes one of the following decisions: 1) to initiate a criminal case in the manner established by Article 146 of this Code ; 2) refusal to initiate criminal proceedings;

The developer (founder) has two LLCs with the same name. The payments for the apartment under construction were spent half in one LLC, half in another. Now the first LLC is going bankrupt. I have a court decision according to which the first LLC owes money. What should I do: provide evidence in the arbitration court (PKO), go to the police or go to court?

If you have documents, you can write a competent statement to the police, but you need to see the court’s decision.

ANO has two founders, one of them is the general director. He wants to remove himself from the directorship and leave the founders. In what sequence should this be done and which authorities should I contact? At the same time, the second founder does not make contact.

Irina, I can’t answer in one sentence. Contact any lawyer on the site via private message for a paid consultation. Sincerely.

LLC, two founders, one foreign person. The founder, a Russian citizen, wants to voluntarily leave the society. I am interested in the algorithm of actions, does the second founder need to come? Who should submit documents for registration?

Choose on the website and order him work on this issue to the email address specified in the profile.

Such questions are considered paid questions, so no one will answer them for you. The second founder does not need to come.

You need real help from a lawyer who must draw up certain documents.

LLC is in the process of liquidation. Founder 1, employee 1, liquidation has been going on for two and a half years. The employee does not work, the establishment does not provide labor. I got a job as a director under contract. How to quit and pick up your work permit.

Good evening! According to Art. 280 of the Labor Code, the head of an organization has the right to terminate an employment contract early by notifying the employer (the owner of the organization’s property, his representative) in writing no later than one month in advance. On the day of dismissal, you must be paid. Hand the application to the founder or send it to the address known to you by registered mail with an inventory. In case of failure to formalize the dismissal or failure to issue a work book, go to court with a claim to recover money for forced absence and issue a work book.

An LLC has two founders and a share owned by the LLC. Is it possible to distribute the share of an LLC to only one of the founders?

If you have not received an answer, you can contact any of us, the site’s lawyers, for a personal paid consultation, which is provided for by the Site Rules. Good luck.

If there are two founders in an organization, one needs to be removed from the organization, what is needed for this?

Is this an LLC? If the founder does not agree to this, then this is an extremely complex and lengthy process, the final decision is made by the court, and before that - painstaking work, believe me, you cannot describe everything here and you will not be able to carry out this procedure on your own in consultations alone, you need the participation of a lawyer for everything stages, from the very beginning.

I'm the CEO.
I have two foreign founders.
They asked to stay in the position for some time with a small salary.
They refuse to sign the employment contract. And they avoid being fired. Apparently they can’t get together.
Since foreigners I do not have addresses where to send Notifications to them. None.
What do you advise? How to leave. I would like to receive the promised payment even though there was almost no activity, reports were submitted on time and regularly. And at my expense.

Good afternoon Are you included in the Unified State Register of Legal Entities?

First of all, the fact of labor relations must be established. You have this opportunity if there is a company registration indicating your data as general. director.

Do you even know the country of your founders? Gentlemen must be registered with the migration authorities. This can also be sorted out through the police department. Do you have the founding documents of your company? If not, you can get copies from the tax office. Don't think about the calculation now. Take this burden off yourself. It will be much easier to find a job in the future.

If the director wishes to resign early, he must in accordance with Art. 280 of the Labor Code of the Russian Federation, notify the employer (the owner of the organization’s property, his representative) about this in writing no later than one month in advance. At the address of the legal entity. Accept the application from the mail yourself. Issue an order and instruct yourself to submit an application to the Unified State Register of Legal Entities.

We registered an LLC, two founders of 50% each, one of them is the general. director. We contacted the bank to open a current account for an LLC. Tell me, does an accountant need access to the LLC's current account?

Hello. The persons indicated in the card with sample signatures and seal have the right to manage the account. In accordance with Art. 40 of the Federal Law “On Limited Liability Companies”, the sole executive body of the company, without a power of attorney, acts on behalf of the company, including representing its interests and making transactions. You can provide for all interactions in the employment contract that you sign, as well as in the power of attorney. Write down what the accountant has access to and what he does not have access to. But within the scope of job responsibilities.

The LLC has two founders. Can one (in the position of general director) fire or demote the second (in the position of executive director)

Yulia, look at your charter, which should stipulate the hiring and dismissal of the executive body. Sincerely.

He has no right to fire without reason. Demotion is possible by decision of the general meeting of LLC participants. For information: Federal Law dated 02/08/1998 N 14-FZ (as amended on 04/23/2018) “On Limited Liability Companies” Article 10. Exclusion of a company participant from the company Participants of the company, whose shares in the aggregate amount to at least ten percent of the charter capital of the company, has the right to demand in court the exclusion from the company of a participant who grossly violates his duties or whose actions (inaction) makes the company’s activities impossible or significantly complicates it. Article 8. Rights of company participants Termination or limitation of additional rights granted to a specific company participant is carried out by decision of the general meeting of company participants, adopted by a majority of at least two-thirds of the total number of votes of company participants, provided that the company participant who owns such additional rights, voted for such a decision or gave written consent. ON SOME ISSUES OF APPLICATION OF THE FEDERAL LAW "ON LIMITED LIABILITY COMPANIES" 17. When considering the application of company participants for 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, it is necessary to keep in mind the following: a) given that, by virtue of Article 10 of the Law, the decisive circumstance giving the right to apply to the court with such a statement is the size of the share in the authorized capital of the company, not only several participants have the right to apply to the court with a demand for the exclusion of a participant from the company , whose shares in the aggregate constitute at least ten percent of the authorized capital of the company, but also one of them, provided that its share in the authorized capital is ten percent or more; b) actions (inaction) of a participant that make the company’s activities impossible or significantly complicate it should, in particular, be understood as systematic avoidance without good reason from participating in the general meeting of company participants, depriving the company of the opportunity to make decisions on issues requiring the unanimity of all its participants; c) when deciding whether a violation committed by a company participant is gross, it is necessary, in particular, to take into account the degree of his guilt and the occurrence (possibility of occurrence) of negative consequences for society.

The situation is like this:
There is an LLC, two individual founders (50% each).
It is necessary that in the end there remains one founder with a 100% share (who is now the general director), that is, to make the exit of the second founder from the LLC.
There is one difficulty: the founder who plans to leave the LLC is not in Russia.
What about notarization?
Is it possible to do without a notary in this case?
The company is zero, there are no funds on the balance sheet.
Authorized capital 10 k.

Good afternoon You definitely can’t do without a notary. Because the participant's withdrawal application is notarized.

Company LLC. two founders. One of them is the director. We rented municipal land for a year. In order to lease this land again for 2019, the director had to write an application to lease this land for 2019 with the local government. But he didn't. The deadline has passed. The land was given to others. What responsibility can I, as the second founder, hold him accountable for this? The net profit of the enterprise for 2018 is 100,000 rubles.

Hello! You can bring the director to disciplinary action.

The director, who is also the founder, there are two of them in the founder’s company, according to the charter, he is elected for a year... he wrote a resignation letter a month before the midnight deadline... and for the entire six months we have a director... I, as the second founder, can gather the founders and submit to agenda for the decision to appoint a new one... and can I somehow punish the old director for resigning his powers and not calling a meeting of the founders and not notifying me? Thank you.

You can initiate a general meeting. You cannot punish the director. He doesn't have to work. He can quit like all employees. Federal Law of 02/08/1998 N 14-FZ (as amended on 04/23/2018) “On Limited Liability Companies”, Art. 35, 36, etc.

You can bring this issue to the meeting of founders. Decide in accordance with the Charter. You can't punish. This is the right to dismissal according to the Labor Code of the Russian Federation. . Additional grounds for terminating an employment contract with the head of an organization (as amended by Federal Law No. 90-FZ of June 30, 2006) (see text in the previous edition) Guide to personnel issues. Questions of application of Art. 278 of the Labor Code of the Russian Federation In addition to the grounds provided for by this Code and other federal laws, an employment contract with the head of an organization is terminated on the following grounds: (as amended by Federal Law of June 30, 2006 N 90-FZ) (see text in the previous edition) 1) in connection with the removal from office of the head of the organization - the debtor in accordance with the legislation on insolvency (bankruptcy); 2) in connection with the adoption by the authorized body of a legal entity, or the owner of the organization’s property, or a person (body) authorized by the owner of a decision to terminate the employment contract. The decision to terminate an employment contract on the specified basis in relation to the head of a unitary enterprise is made by the body authorized by the owner of the unitary enterprise in the manner established by the Government of the Russian Federation; (Clause 2 as amended by Federal Law No. 90-FZ of June 30, 2006) (see text in the previous edition) 3) lost force. - Federal Law of July 3, 2016 N 347-FZ. (see text in the previous edition) In addition to the grounds provided for by this Code, including the grounds provided for in part one of this article and other federal laws, the grounds for termination of an employment contract with the head of an organization may be: 1) non-compliance with what is established in accordance with Article 145 of this Code the maximum level of the ratio of the average monthly salary of the deputy head and (or) chief accountant of a state extra-budgetary fund of the Russian Federation, a territorial compulsory health insurance fund, a state or municipal institution or a state or municipal unitary enterprise and the average monthly salary of employees of this fund, institution or enterprise; 2) other grounds provided for in the employment contract.

Hello, let's start with the fact that the director has the right to resign at his own request, according to the Labor Code of the Russian Federation, Article 80, so there is no reason to punish him. To initiate a meeting of founders and raise the issue of appointing a new director is your right granted by Federal Law dated 02/08/1998 N 14-FZ (as amended on 04/23/2018) “On Limited Liability Companies” Article 35. Extraordinary general meeting of company participants.. 2. An extraordinary general meeting of the company's participants is convened by the executive body of the company on its initiative, at the request of the board of directors (supervisory board) of the company, the audit commission (auditor) of the company, the auditor, as well as the company's participants who collectively own at least one tenth of the total. number of votes of company participants.

Hello! Of course, upon dismissal, the director should have sent the founders (in your case, the founder - you) a notice of the upcoming dismissal and the convening of a general meeting), No. 14-FZ. This is done so that the founders can find a new director, accept all material assets and documents from the previous director, etc. However, the law does not provide for liability for failure to notify, the main statement was written and that’s it. All types of liability for him after dismissal remain the same as for a working director (for example, for shortages, theft, forgery of documents and other violations of the law). You now need to call a meeting and elect a new director as soon as possible.

You have the right to convene a meeting and elect a new director. The resigned director must be held accountable for his unlawful actions even after the termination of the employment contract. If, during the period of performance of his duties as the head of the LLC, he committed violations in his actions, for which administrative punishment may follow, then he can be held accountable within a year from the date of its commission, even after dismissal. And if it lasts, then within one year from the day when this became known based on the results of the inspection, the regulatory and inspection authorities should rely on the Federal Law on LLC. JSC. as well as the norms of the Labor Code (Article 43. 58. 273, etc.).

The law of the Russian Federation provides for the creation of a limited liability company either by one person or legal entity, or by a group of persons, the number of which should not exceed 50 units. A limited liability company is a fairly popular form, because there is no risk of losing the main property. There is a certain limit of funds that an entrepreneur risks.

Opening an LLC is also possible by one founder, if an individual or legal entity has enough funds to realize his plan. Usually, for large projects, it is more profitable to collaborate with people who can become like-minded people. Then there is the option of creating an LLC with two, three founders, or even more.

50 founders is the maximum number of participants allowed by Russian law. You just need to approach the registration of such a company correctly. Let's take a closer look at these points.

50 founders is the maximum number of participants allowed by Russian law.

How to open an LLC with several founders

If you have an idea and a like-minded person, then at the initial stage it is worth thinking through all the intricacies of future activities.

Preparatory steps

1. The company must have a name. Think about this in advance. It is necessary to listen to the ideas of each LLC founder and then unanimously select the appropriate one.
2. Determine the address at which the new organization should be registered. When creating an LLC with several founders, you cannot select the residential address of one of the participants. For an office, you need to choose a separate room that can be rented, or use someone else's property. There must be an agreement that the premises are provided specifically for the office of the LLC. This address is recorded in documents when an LLC with a large number of participants is registered.
3. To work, you will need to open a bank account, which will be linked to a newly created company with several founders. It is necessary to transfer funds to the general account - the authorized capital of the LLC, but not less than 10,000 rubles. The amount may be transferred in installments. The law does not oblige the founders of an LLC to pay the entire amount before registering the company in the register.

Important! When creating an LLC with several founders, the authorized capital is contributed by each participant in accordance with his share.

Let’s assume that an LLC is being created with two founders, whose shares in the business are divided in half. Then the authorized capital, for example, of 30,000 rubles must be contributed by both founders 50/50, i.e. 15,000 each. One participant in a future organization cannot make a single contribution for all the founders, even if you decide to open an LLC for two.

Documentary stage

Now comes the crucial moment - the creation of documents for the future limited liability company.

1. The founders’ decision to create an LLC must be recorded on paper. For this purpose, a meeting is held of those who decided to participate in the activities of the organization. The minutes of the general meeting of founders are drawn up, which becomes the starting position. The protocol is not the main document for an LLC, but without it an application for registration of an LLC with several founders cannot be filed with the Federal Tax Service. The protocol is drawn up according to certain rules that are provided for by the laws of the Russian Federation relating to the activities of a limited liability company.

2. Unlike an LLC with one founder, when only a decision is drawn up, when preparing to open an organization with several founders, an agreement is required for the protocol. It is an explanation of all the nuances that were adopted by the founders at the general meeting.

The contract must indicate:

• Ratio of shares of participants.
• Conditions for participation of co-founders in the development of the company.
• Conditions for leaving the LLC or the right to transfer your share to third parties.
• Amounts of authorized capital for each participant and terms of their payment.
• Other important points affecting the relationship between partners.

You can use any ready-made contract template as a basis.

The agreement is drawn up in the number of copies corresponding to the number of founders who will be part of the LLC. The tax treaty is not submitted. One copy must be kept in the future with all documents of the organization.

3. Together with the minutes of the general meeting, the charter of an LLC with two or more founders is formed. This document will become the basis for all work. Drawed up in 2 copies and submitted to the tax office for registration of the organization. One copy of the charter of an LLC with several founders will be returned. It must be kept in the office with all documents.

Important! Printing of any documents is allowed only on one side. It is advisable to stitch a large number of sheets in a document in accordance with the requirements for the preparation of such documentation. The use of a stapler or paper clips is not permitted.

Preparing for registration

The main path has been completed. All that remains is to fill out an application for registration and take the package of documents to the tax office.

You need to download an application for registration of an LLC with several founders using form P11001. The main requirements are set out in the Order of the Federal Tax Service of the Russian Federation. All the founders of the future organization are involved in the registration. Participants can be both ordinary citizens and legal entities, whose data is entered into a special form. When preparing documents, you can use the electronic service on the tax office website.

Important! The application can be signed in only 2 ways:

• In the presence of an inspector accepting documents, if the founder is present when submitting documents.
• In the presence of a notary who certifies this signature, if the founder is unable to personally visit the tax office at the appointed time.

One copy of the application is printed or drawn up in writing, but signed by all founders without exception. There is no need to staple the document sheets.

Before going to the tax office, you must pay the state duty. In 2017, its size is 4,000 rubles. Each founder is required to pay this amount; the amount must be proportional to the size of his share. One participant cannot pay for everyone. Everyone pays personally, indicating their details in the payment order. If there is a desire to open an LLC for two, then each founder pays 2,000 rubles to the state treasury. If the number of participants is greater, then the amount is divided among everyone. All counterfoils must be attached to the application for registration of an LLC with two or more founders.

You can add one more statement to the package if a decision has already been made on the taxation system for an LLC with several founders. Typically, organizations choose a simplified system. It is necessary to notify the tax office about this in time so as not to end up in a no-win situation. We prepare the application in 2 copies, one will remain with you.

Typically, LLCs choose a simplified taxation system. The tax office must be notified of this in a timely manner.

Documents for registration:

• Application for registration when creating an LLC with several founders.
• Minutes of the meeting on the creation of an LLC – 2 copies.
• Charter of the organization - 2 copies.
• Receipts for payment of state fees totaling 4,000 rubles.
• Companion passports.
• Application for changing the tax system (if necessary) – 2 copies.

You can go to the tax office with the whole team and save money on it. Then each participant must be present at the document submission procedure. But you can choose an alternative:

• Send one of the founders, having in hand an application with all signatures certified by a notary.
• It is possible to attract an authorized person who is not part of the founders, but has a power of attorney to register an LLC.

The entire operation is carried out on a one-window basis, where the processes for opening an LLC with several founders will be completed. You can receive all documents in 3 business days.

Step-by-step instructions for registering an LLC

Let's repeat the entire sequence of actions:

• Come up with a company name.
• We arrange a meeting of company participants and issue an order to open an LLC.
• We confirm the order with protocol.
• We create an LLC charter.
• We decide on the amount of authorized capital.
• Choosing a tax system.
• We pay the state fee.
• We submit documents to the Federal Tax Service.
• We open a current account and deposit the amount of authorized capital into it.
• We create an LLC seal.

Let's sum it up

Opening an LLC with two, three or more founders can be beneficial for both new and experienced entrepreneurs. The registration procedure is slightly different from creating an LLC with one founder. The general meeting does not create a decision, but a protocol on the creation of the company, which must be supplemented by an agreement.

All financial costs during registration are distributed among all participants according to their shares.

To save money, it is better to choose the independent option of creating an organization without involving a lawyer and a notary. Perhaps you can set aside time in your schedule to go to the tax office as a whole. Discovering a new direction in your life is a pleasant event.

By following our step-by-step instructions and using the official resources of government departments, you can easily open an LLC with several founders. The main thing is to agree on everything with your partners at the initial stage.

Organizing a business in the Russian Federation involves the creation of a legal entity or registration of an individual as an individual entrepreneur.

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The choice of form depends on the purpose of the financial relationship, distribution of responsibility, intended counterparties, number of owners and other factors. Registration of a company for several owners can only be done as an organization of a legal entity. The owners of the future company are called the founders, and the most acceptable form, which takes into account the interests and responsibilities of the founders, is a limited liability company (LLC).

Forming an LLC, even for 2 founders, is an acceptable form for many reasons, but the most important is the responsibility borne by the participants. Obligations are determined by the current legislation of the Russian Federation, in particular Federal Law (FZ) No. 129 “On state registration of legal entities and individual entrepreneurs”.

Features of organizing a partnership

Registration of the right to engage in entrepreneurial activity is associated with the state registration procedure, which is carried out in a certain order.

An LLC or limited liability partnership has a number of advantages over other forms of ownership and sole proprietorships, including:

• unlimited number of employees;
• the ability to carry out any type of activity;
• or the sale of a part of the enterprise, as well as the entry of investors, is carried out by simply registering a share in the LLC;
• is liable to third parties only with its authorized capital;
• can conduct financial transactions without restrictions with any types of organizations, including government ones;
• cannot be fined more than 50 thousand rubles out of court and others.

The process of registering an LLC, compared to registering an individual entrepreneur, is a complex procedure, but can be completed independently without the involvement of third-party lawyers. The procedure for establishing an enterprise is determined by law and includes several main stages.

Registration of an LLC with two founders 2019

The primary tasks that the founders must solve are:

• choosing the name of the organization;
• definition ;
• compiling a list of preferred types of activities in accordance with KVED.

The name of the LLC is chosen based on the rules stipulating the use of only numbers and letters of the Russian alphabet. Enterprises with the same names cannot be registered within the same locality. You can check the possibility of assigning an organization to your local tax office.

As a legal address, it is allowed to use the residential address of one of the founders or the office address to which ownership rights have been registered or a preliminary lease agreement has been concluded. An alternative to the contract is a letter of guarantee from the landlord with an attached certificate of ownership of the premises being rented. The legal address is used to receive correspondence, as a place to check business activities by regulatory authorities, and more.

The next step is to select the types of activities of the organization. For this purpose, the founders, using the all-Russian classifier, determine no more than 20 codes, and the main one will indicate the main type of business carried out by the LLC. Preliminary selection is required for registration with the registration authority.

Before registration, the founders must determine, in addition to the above, the authorized capital, decide to create a company, develop a charter and constituent agreement and prepare other documents in accordance with the law.

Authorized capital

The legislator has established a minimum amount of authorized capital, which cannot be less than 10 thousand rubles. The collateral is cash and property owned by the founders. The money is deposited into a temporary bank account, which is subsequently canceled, and the amount is transferred to the organization’s current account. When registering an LLC for two founders, each contributes their share independently, indicating this in the purpose of payment.

Equity participation in the company provides for joint liability for the amount of the authorized capital and distribution of profits depending on the invested funds.

After registering a limited liability company, the authorized capital is used for the needs of the enterprise without restrictions. The money can be used during the financial (calendar) month, and at the end of the reporting period, the authorized capital must be returned to the company’s account in full.

Package of documents

Having determined the details necessary for registration, the founders comply with the list established by law.

Package includes:

1. The decision of the general meeting of participants on the creation of an organization. A protocol is drawn up for the two founders, which indicates the name of the enterprise and other details.
2. Application for registration in the form, a sample of which can be obtained from the tax office at your place of residence. The document must be notarized and must be bound and numbered.
3. LLC Charter. It is drawn up in two copies and describes all aspects of the organization’s functioning. Certified by the director.
4. Memorandum of association. The document is drawn up in quantities equal to the number of founders and reflects all aspects of the interaction of participants when creating an enterprise. Signed by all participants and not subject to notarization.
5. A document confirming the presence of authorized capital in a savings (temporary) account.
6. Receipt for payment of the state fee () for LLC registration.
7. Photocopies of the founders' passports. Copies are made of all pages of the document.

The complete package is transferred to the relevant territorial body that registers legal enterprises.

Submission to the registration authority

Any founder or authorized person for whom the corresponding notarized power of attorney has been issued has the right to submit documents. When submitting an application, the founder must have an original passport. In accordance with the law, the registration authority makes a decision within seven working days.

If the result is positive, the founders receive:

• state registration certificate (OGRN);
• extract from the unified register (USRN);
• individual tax number (TIN).

After completing the procedure, the director of the enterprise is obliged to register the LLC with the statistical authorities, having received the appropriate certificate indicating the types of activities.

To start operating, an enterprise, in addition to the listed documents, needs a current account, a choice of taxation form and registration of relationships with state trust funds.

Opening an account

A current (current) account is opened on the basis of a savings account. The basis for registration are documents on the legitimacy of the enterprise and others provided by the bank.

The tax service must be notified of the opening of a current account by means of a corresponding notification from the bank.

Failure to provide information will result in a fine of 5000 rubles.

Choosing a tax system

In accordance with current legislation, if a business entity has not determined a taxation system for itself at the registration stage, it is obliged to complete the procedure within 30 days from the moment of formation of the LLC.

After the expiration of the specified period, the enterprise will automatically be taxed according to the general system, and it will be possible to change it only from the beginning of the new calendar year.

Based on Federal Law No. 104, a business entity has the right to choose a simplified scheme or UTII, however, there are restrictions on the use of preferential treatment. When choosing the simplified tax system, an enterprise cannot have more than 100 employees, an income exceeding 60 million rubles per year and a total asset value of more than 100 million.

Appointment of director, production of seal

To function fully, a limited liability company must have a seal. The attribute is ordered by the director of the enterprise, and the basis for production is the registration certificate and TIN of the company.

Receiving the seal allows you to issue an official order appointing a director of the LLC.

The position can be held by either one of the founders or a hired person.

The powers and responsibilities of the director are described in the company's charter. The first action of the manager with the tax authorities is to provide a report on the tax, which is submitted until the 20th month following the month in which the company was registered.

Confirmation from the FSS, Pension Fund

Registration in state trust funds is a mandatory step. LLC, as an employer, is obliged to pay social charges for each employee. After registration, the tax office independently transfers data about the new enterprise to the funds. The Pension Fund (PFR) and the Social Insurance Fund (SIF) independently draw up documents for a legal entity and send it relevant notifications.

Documents can be delivered either by traditional postal service or by electronic mail.

The notification shall indicate the registration numbers of the enterprise in the relevant fund.

You can find out the registration number after 2-4 weeks from the date of registration, by receiving an extract from the unified register or by phone. To provide information you will need a TIN.

If the notice is lost, in order to restore it, you must provide the following to the pension fund:

• LLC registration certificate;
• extract from the register;
• certificate of registration with the tax authority;
• certificate from the statistical office;
• order for the appointment of a director.

In addition, the person receiving the notification must have a power of attorney and an identification document. Receiving a duplicate from the Social Insurance Fund follows the same procedure. When separate units are formed, there is a mandatory registration of them in social state funds.

Attention!

• Due to frequent changes in legislation, information sometimes becomes outdated faster than we can update it on the website.
• All cases are very individual and depend on many factors. Basic information does not guarantee a solution to your specific problems.

That's why FREE expert consultants work for you around the clock!