What is the number of participants in a limited liability company. What is the maximum number of LLC participants? New member of LLC

The legal status of a JSC, the rights and obligations of its shareholders, the procedure for the creation, reorganization and liquidation of the company are determined by Federal Law No. 208-ФЗ dated 26.12.1995 FZ "On JSC"

JSCs are no longer subdivided into open and closed ones. And those of them that openly placed their shares are now called public. Moreover, a public company is recognized regardless of whether it is said about it in its name or not. Companies do not need to urgently change their charters and make changes to the Unified State Register of Legal Entities. This can be done when, in the course of activity, it becomes necessary to amend any provisions of the constituent documents, including the need for neither reorganization, nor liquidation, nor re-registration of companies (part 10 of article 3 of the Federal Law No. 99-FZ).

Please note that the Federal Tax Service in a letter dated 30.12.2015 N GD-4-14 / [email protected] indicates that OJSC needs to be renamed into PJSC or JSC at the first change of the charter. Otherwise, the IFTS will refuse to register the changes, because the submitted documents contain inaccurate information about the name of the legal entity.

Recall that open and closed subscriptions are ways of placing shares, that is, ways of selling them. Closed subscription allows the sale of shares only among the founders or other, predetermined circle of persons. Shareholders decide for themselves whom to admit and who not. Public subscription allows the free sale of shares under the terms and conditions established by law.

From 01.09.2014 all JSCs are divided into public (PJSC) and non-public (JSC) joint stock companies

Non-public companies- other JSCs, as well as all LLCs (Article 66.3 of the Civil Code of the Russian Federation).

The norms of the Civil Code of the Russian Federation governing legal position non-public societies are predominantly dispositive in nature and provide members of such societies with ample opportunities to regulate corporate relations at the level of internal documents, including in terms of the formation of the structure and competence of management and control bodies, determining the procedure for convening, preparing and holding meetings of participants, making decisions by the company's bodies, establishing the procedure for exercising preemptive rights, determining the scope of a participant's rights disproportionate to its share in the charter capital.

The main features of the legal status of a PJSC (Article 97 of the Civil Code of the Russian Federation)

• Imperative regulation
• Obligation to publicly disclose information
• Additional requirements in the field corporate governance(in many respects similar to those that were in JSC)
• Impossibility of establishing the need to obtain consent for the disposal of shares
• Impossibility of Establishing a Preemptive Right

In accordance with Information letter Bank of Russia from 18.08.2014 N 06-52 / 6680 for the recognition of a PJSC JSC, the fact of public offering or public circulation is required valuable papers regardless of the fact that the duration of the course of these events is either limited (public placement), or may stop for various reasons (public circulation). Thus, a JSC is considered public if the shares of such JSC have ever been placed by open subscription or have been publicly traded.

Art. 66.3 of the Civil Code of the Russian Federation identified two signs of PJSC

• Shares and securities (convertible into its shares) of which are publicly placed (by open subscription) or publicly traded on terms, established by law about securities
• JSC that included in the charter and in the company name an indication that the company is public

In order to become public, a JSC is sufficient for one of the above two signs.

All other JSCs are classified as non-public.

JSC (until 09/01/2014 - JSC)

In accordance with Art. 7 ФЗ dated 26.12.1995 N 208-ФЗ "On Joint Stock Companies" and clause 2 of Art. 97 of the Civil Code of the Russian Federation, joint-stock company, the shares of which are distributed only among its founders or another predetermined circle of persons, was recognized as a closed company, from 01.09.2014 it is recognized as a joint-stock company. Such a company does not have the right to conduct an open subscription to the shares issued by it or otherwise offer them for purchase to an unlimited number of persons.

At the same time, if the charter of a CJSC before 09/01/2014 did not provide for the preemptive right of shareholders to purchase shares from other shareholders of the JSC, before the charter was brought into conformity with the norms of the Civil Code of the Russian Federation after 09/01/2014, the company's shareholders enjoy the pre-emptive right to purchase shares from other shareholders of the JSC at the price of the offer to a third party in proportion to the number of shares owned by each shareholder of the JSC.

PJSC (until 09/01/2014 - OJSC)

In accordance with Art. 7 ФЗ dated 26.12.1995 N 208-ФЗ "On JSC" and clause 1 of Art. 97 of the Civil Code of the Russian Federation, JSC, which is entitled to place shares and equity securities convertible into its shares, by means of open subscription, is recognized as a public joint stock company. Such JSC has the right to conduct an open subscription to the shares issued by it and their free sale under the conditions established by law and other legal acts... Such JSC is also entitled to conduct a closed subscription to the shares it issues, except for cases when the possibility of conducting a closed subscription is limited by the company's charter or by the norms of legal acts of the Russian Federation.

Authorized capital of JSC (formerly JSC)

The size of the charter capital of a JSC (formerly CJSC) must be at least one hundred times the minimum wage as of the date of state registration (at least 10,000 rubles at present). From September 1, 2014, there is no need to make changes to the size of the charter capital of JSCs that have become JSCs.

Authorized capital of PJSC (formerly OJSC)

The size of the charter capital of PJSC (formerly OJSC) must be at least a thousand times the minimum wage as of the date of registration of the company (at least 100,000 at the present time). From 01.09.2014, there is no need to make changes to the size of the charter capital of a JSC that has become a PJSC.

Article 5 of the Federal Law No. 82-ФЗ "On the minimum wage" dated 19.06.2000

Calculation of payments for civil obligations, established depending on the minimum wage, is made from January 1, 2001, based on the base amount equal to 100 rubles.

Founders of JSC

The founders / shareholders of a JSC can be legal entities and citizens of the Russian Federation, foreign individuals and legal entities. Civil servants, military personnel, government bodies and organs local government.

A joint-stock company can be created by one person or consist of one person if one shareholder acquires all the shares of the company. Information about this must be contained in the charter of the company, be registered and published for general information. A JSC cannot have another business entity (LLC, ALC (until 01.09.2014), JSC), consisting of one person, as the sole participant, unless otherwise provided by law.

A recommendation to read the response of the Central Bank of the Russian Federation (dated 05/06/2015 N 52-3 / 5431) to the question about the procedure and timing of sending a notification by a person who has received the right to dispose of 10 or more percent of the votes attributable to voting shares (stakes) that make up the charter capital of a non-bank financial institution, as well as the procedure for requesting information by the Bank of Russia about persons who, directly or indirectly, have the right disposing of 10 or more percent of votes attributable to voting shares (stakes) that make up the charter capital of a non-bank financial institution

Number of shareholders in JSC (formerly in JSC)

The number of shareholders of JSC (non-public) is not limited. Let us remind you that before September 1, 2014, the number of shareholders in the CJSC could not exceed 50 people. From 01.09.2014, there is no need to make changes to the number of shareholders of a JSC that has become a PJSC / JSC.

Number of shareholders in PJSC (formerly OJSC)

The number of shareholders of a public (previously open) company is not limited.

Shares of JSC (formerly JSC)

Shares of JSCs (formerly JSCs) cannot be traded on stock exchanges.

Shares of PJSC (formerly OJSC)

Shares of a PJSC (formerly OJSC) can be traded on stock exchanges.

FZ t 05.05.2014 N 99-FZ, which entered into force on 01.09.2014, was adopted in order to strengthen control over the sale of large blocks of shares of the former OJSC and is intended to coordinate the legislation in force in this area. In particular, a system of state control over the takeover procedure of joint-stock companies has been created. Interested parties are required to pre-notify their intentions to the authorized body, which is obliged to give antitrust approval or prohibit the transaction.

The law introduced the term “related persons”, which, in addition to affiliated persons, include those who indirectly influence the transaction.

The law also introduced the concept of "corporate agreement". The shareholders of JSC are given the right to independently decide whether to conclude such an agreement or not. But if the shareholders enter into a corporate agreement, the disclosure of its content becomes mandatory (Article 67.2 of the Civil Code). PJSC shareholders are obliged to disclose the information contained in the corporate agreement in accordance with the rules established by the Federal Law "On JSC". The content of the corporate agreement concluded by the shareholders of a non-public JSC is not subject to disclosure and is classified as confidential information, unless otherwise provided by law. Regardless of the type of joint-stock company, information on the conclusion of a corporate agreement today is not subject to inclusion in the charter.

Shareholders of JSCs (formerly JSC / CJSC) are not liable for the obligations of the companies and bear the risk of losses associated with the activities of the company, within the value of their shares, as before.

General information about JSC

In accordance with paragraph 1 of Art. 96 of the Civil Code of the Russian Federation, a joint-stock company is a company whose authorized capital is divided into a certain number of shares.

The charter capital of a joint-stock company is made up of the par value of the company's shares acquired by shareholders.

AO's Criminal Code determines the minimum size of the company's property that guarantees the interests of its creditors.

AO AM is subject to payment, that is, shareholders must make certain property contributions, which become the property of the company.

The property transferred in payment for shares, after the transfer of ownership of it to the company, may be sold or otherwise alienated.

If the value of net assets (the difference between the value of the company's property, its property rights and the amount of its debt) is lower than the Criminal Code of a JSC, this company is obliged to reduce the Criminal Code or decide on its liquidation.

AO AMC is a concept that determines, on the one hand, the size of the liability of the company's shareholders to its creditors, and on the other, the shareholders' rights to manage the company, receive dividends and part of the company's property after its liquidation.

A JSC participant acquires a security - a share, confirming his right to participate in the management of the company, receive dividends, a share of property upon liquidation of the JSC.

The issue (issue) of shares is possible only in non-documentary form, that is, the rights of the owners of shares are secured not by a paper document, but by making entries in the relevant registers of shareholders, which in certain cases can be kept by the company / registrar or only by the registrar.

Issues of shares are subject to state registration, they are circulated on the securities market, transactions with them are regulated, including by the rules governing relations arising between participants in the securities market.

AAA-Invest specialists will perform services for you on any registration actions with LLC, individual entrepreneur, NPAO, PJSC, NPO

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

List of participants

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

Individuals

In particular, the prohibition on joining business companies applies to citizens whose status is incompatible with entrepreneurship, namely:

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

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

Legal entities

Restrictions on participation also apply to legal entities:

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

How many members can an LLC have?

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

The number of members of the society is limited to a range from 1 to 50. Sole founder after the registration of the company, it can continue to operate in one person. Nobody forbids him to attract other citizens to the organization.

Exceeding the top bar of the list of equity holders may threaten the organization's liquidation. There are two legal ways out of this situation:

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

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

The rights and obligations of the participants

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

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

What is the difference between members and founders?

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

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

The prerogative of the founder includes:

• the decision to create a society;
• drafting the Charter;
• appointment of company leaders;
• formation of the audit commission;
• the right to vote in the general meeting, proportional to his contribution to the statutory fund.

The founder must also contribute to deadlines its share in the authorized capital and, within its limits, be responsible for the organization's obligations to creditors.

What rights do members of society have?

The powers of the members of the company are wide enough and extend practically to all areas of its activity. They have the right to:

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

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

The company has the right to revoke or substantially curtail additional rights already "issued". When it comes to all equity holders, a unanimous vote of the meeting is required, and for individual privileged members, a positive decision of 2/3 of the voters and the consent of the interested person is sufficient. Similarly, additional obligations are imposed on participants.

Basic and additional responsibilities

Both the current and newly joining the equity holders have equal obligations enshrined in the Law on Limited Liability Companies:

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

These two points limit the responsibilities common to all. As you can see, they do not regulate in any way the direct participation in the work of the firm. Organization leadership and conduct entrepreneurial activity provide those of its members who have received such responsibility by decision of the meeting. If the list of endowed with additional functions includes all participants without exception, they must express their consent 100% of the votes.

If responsibilities are assigned to a certain circle of people, then they must obtain permission and vote for it by a majority of 2/3. The participant cannot get rid of obligations in excess of the basic ones at will, only with the unanimous approval of the general meeting.

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

How to change the membership of an LLC?

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

Admitting a new member

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

Member logout

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

The withdrawal of the only member from the LLC is impossible, and in case of such a need, the liquidation of the company is formalized.

Member replacement

The replacement of one of the company's participants with a third party takes place on the basis of a purchase and sale transaction for shares in the authorized capital. The contract is registered with a notary with the obligatory presence of both parties and compliance with the necessary formalities. If the parties to the transaction have legal spouses, they are required to obtain permission to buy or sell a share. Then the registration of changes to the list of participants is carried out.

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

Member exclusion

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

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

After the issue is considered by the court and a positive decision is made, the process of excluding the offending participant ends state registration changes in the composition of the legal entity.

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

These entities, acting within the LLC, are vested with certain rights. For example, to receive accounting information on the company's activities, to take part in the work of the main bodies created in the company, to make a profit depending on the funds contributed (the amount of profit can be adjusted by internal documents). In addition to rights, participants, of course, also have obligations (for example, to act reasonably and in good faith, to contribute their share in the authorized capital).

It should be noted that the number of participants in an LLC must comply with the requirements of the law: the minimum number of participants is 1 person, the maximum is 50 (the company cannot exceed this indicator under the threat of voluntary or forced dissolution).

What is LLC?

A limited liability company is a legal entity, the authorized capital of which is divided into certain shares. If classified in accordance with the requirements of current legislation, LLC belongs to the following groups:

1. It is a corporate legal entity.
2. Pursuing a commercial interest.
3. It is a non-public business company.

The law provides for the possibility of founding a company by one person or by several persons.

The establishment procedure is as follows:

1. The founders must conclude a special agreement between themselves on the establishment of a legal entity. V the specified agreement the following indicators are prescribed: the size of the authorized capital, the rules for determining the shares in the capital, and so on.
2. The founders must approve the charter of the created company. It is the charter that determines the most important (structural) issues: where the given society is located, what is it called, who makes the decisions, is there a separation of powers, and more.
3. The created company must be registered in the Unified State Register of Legal Entities.

Some rules of work

If a member of the LLC is:

- One person. In this case, all decisions (including questions about the establishment of the company, its structural change) are made by this person in writing.

- Two or more persons. In this case, all decisions are made at the general meeting by voting (when the company is founded, all persons present must vote unanimously).

- More than 50 faces. In this case, the legal entity must be transformed into a joint stock company. If the voluntary transformation did not take place, the specified LLC must be liquidated compulsorily.

Change in the number of participants

The legislation provides for two options for changing the number of participants:

1. By reducing the number of members of the society (for example, if a citizen wishes to withdraw from the membership).
2. By increasing their number (the procedure must be spelled out in the constituent documents).

So, we learned that in the very definition of an LLC as a form of a legal entity there is a clear indication of the number of participants. Any organization with more than 50 founders must register as a joint stock company.

The statistics demonstrate a clear tendency of entrepreneurs to choose the most convenient organizational and legal form of an enterprise - a limited liability company. In general, in the Russian Federation, this is 80% of the currently operating institutions. In comparison with this figure, the share of JSCs is simply insignificant - 3.5%. The number of legal entities in Moscow related to LLC, according to some data, is 23.6% of the total number in the country, or 1,092,031 units.

A limited liability company is a commercial enterprise with the aim of making a profit. Compared to joint stock companies, LLC has more flexible management, opportunities for distribution of profits, sale of a share, exit from society, peculiarities of responsibility for the activities of the company, etc.

Number of participants in LLC

An LLC can be established by both individuals and legal entities - from scratch or as a result of reorganization of the previous organizational and legal form. The minimum number of participants in an LLC prescribed in legislative acts is one person; the minimum number of founders also starts with this number. To the question: "How many founders should there be in an LLC?" the law answers unequivocally: no more than 50.

It is characteristic that Article 88 of the Civil Code of the Russian Federation, referring to the Federal Law "On Limited Liability Companies", which specifies the number of founders of an LLC, requires strict adherence to its norms. Otherwise, the company must be transformed into a joint-stock company within a year or liquidated at the end of this period (of course, in court).

It is legally required to maintain a list of participants, and even if the founder of the LLC is a legal entity (persons). The list requires information about the name of the LLC, the date of establishment, OGRN, TIN, location, as well as about the participants:

• Full name (or name of a legal entity), address (or location), date of birth (or creation)
• their shares, in what contributions are expressed, payment
• the size of shares directly owned by the company

Who is not eligible to be a founder?

Bodies of state power or local self-government do not have the right to participate in the establishment of an LLC. Also deprived of this opportunity are military and civil servants, deputies of the State Duma and Federation Council, another similar society that has one participant. Although in the latter case, there are still some inconsistencies. In the Civil Code of the Russian Federation, this paragraph of Article 88 has lost its force, but in Article 66 this norm is present.

The composition of the members of the Limited Liability Company, their rights and obligations are fixed in Federal law No. 14-FZ "On Limited Liability Companies", but the strict wording of the law is not clear to everyone. Therefore, it is worth talking in more detail about who they are - the participants of the LLC and what exactly they have the right to do.

LLC members

By law, participants in an LLC can be both legal and individuals... Moreover, it is not necessary that they be engaged in entrepreneurial activities. But the law reserves the right to regulate participation in an LLC. selected categories citizens. Namely:

• state institutions can be participants in LLC, but only if the owner of their property (municipality) agrees with this
• representative bodies of municipalities may, in exceptional cases, establish inter-municipal economic companies in the form of Limited Liability Companies
• various institutions can acquire shares in the income that they received outside the estimate, but only if the constituent documents of the organizations give them such a right

As for local governments or other government agencies, they cannot be members of an LLC.

In addition, the Society can be established by one single person, who can then become its, again, the only participant. But at the same time, the only participant cannot be a legal entity that also has one participant.

Maximum number of participants

The maximum number of members of an LLC cannot be more than fifty. Otherwise (even if there are 51 participants), the Limited Liability Company must be transformed within the next year either into a production cooperative or into an Open Joint Stock Company. Well, if this does not happen, or if the number of members of the LLC does not decrease to fifty, the Company is legally subject to liquidation in court. And the initiator of legal proceedings can be both the registration authorities (FTS) and local authorities.

Founder or member?

Many people confuse the concepts of "contributor" and "founder". They are really similar in meaning, but still, they are different things. To answer the question, what is the difference between a founder and a participant, let us define these concepts.

The founder is the one who decides to create (establishes) the organization, and the participant is the one who actively participates in the life and work of the organization throughout its entire existence. Therefore, the concept of "participant" is broader and more general.

As a rule, founders always become members of an LLC, but members can become founders only when the company is re-registered. In addition, the composition of founders usually does not change (changes occur only when companies are re-registered), but the composition of LLC participants can change many times.

The founders accept the Charter of the company, prepare constituent documents, contribute their share in the authorized capital of the LLC, appoint an audit group and management bodies, have the right to vote and are responsible for the activities of the company, depending on the size of their share in the authorized capital .

Who can become a founder?

By law, founders of an LLC can be both citizens Russian Federation and foreign citizens, individuals or legal entities. But those who are on public service, military personnel, deputies The State Duma, officials legislative or executive authorities and members of the Federation Council cannot act as founders of a limited liability company.

Legal rights of an LLC member

As for the rights of LLC participants, they are much broader than those of the founders and apply to the following areas of activity:

• participation in the management of the Society
• getting complete information about the activities of the Society
• access to accounting and other documents
• participation in the distribution of profits received by the Company
• realization of the right to a liquidation quota (this means the opportunity to receive a cash or property equivalent of a part of the Company's property, which remains after settlements with creditors)
• the opportunity to leave the Company at any time and receive a share of the property, regardless of the opinions of other participants
• the ability to sell or assign your share (or part of a share) in the authorized capital of the Company
• opportunity to participate in general meetings, elect and be elected to the control and management bodies, put their questions on the agenda

These rights of LLC members are basic, therefore, it is impossible to reduce this list or limit it, for example, by the Charter of the Company. But you can increase and transfer additional rights to participants.

Additional rights

This is usually done with the help of articles of association, which stipulate special conditions.

It should be noted that additional rights differ in that they do not relate to shares of ownership in the capital, but personally to the members of the Company, which means that even if the share of a member is transferred to another person (or legal entity), the participant still retains additional rights, and does not pass to the new owner of the share. In addition, additional rights may not be granted to all participants, but only to some. Because of this, the rights of different members of one LLC may differ significantly in scope.

This situation is quite legitimate and can serve as issues of flexible regulation in the internal policy of the Limited Liability Company, but since some of the participants will initially have certain privileges, a negative reaction may arise from ordinary participants. If any of the new members decide to apply for additional rights, his claims can be considered at the general meeting, which has the right to grant privileges to the members of the Society, then only if all members vote unanimously.

But in addition to giving the participant additional rights, the general meeting can also deprive or restrict the rights of all participants in the LLC. In this case, the decision must be taken unanimously. As for the restriction or termination of additional rights that were granted to a certain participant, this can be done only with the consent (written or oral) of the participant himself and if 2/3 of the total number of LLC participants voted for the cancellation or restriction of rights.

Obligations of LLC participants

As usual, in addition to the rights of the LLC participants, there are obligations, including:

• making contributions to the authorized capital (the amount of contributions, the procedure for making them and the time frame in which it is necessary to make a contribution are determined by the existing legislation and constituent documents Society)
• observance of commercial secrets and non-disclosure of classified information about the work of LLC

These are the main duties and they do not require the members of the Society for personal entrepreneurial activity. But the Charter or other constituent documents can provide for additional obligations. By the decision of the general meeting, they can be assigned to all participants (subject to unanimous voting) or to a specific participant, subject to his consent (written or oral, which can be expressed in voting) and if 2/3 of all LLC participants vote for additional responsibilities.

With regard to additional duties, the following can also be said: their essence is determined by the constituent documents of the Society, and the duties themselves relate to personal participation in the work of the Society or the provision of some services to the Society. These obligations are personified and upon alienation (sale, transfer, inheritance) of a share or a part thereof, they do not pass to the acquirer.

Another important point that concerns additional responsibilities is that giving them to a participant does not entail obtaining additional rights to them, and you can get rid of such obligations by decision of the general meeting, subject to unanimous voting.

Changes in the membership of the Society

When a company is established and registered, rarely does anyone think that after some time he may sell, transfer his share or even leave the Society. But over time, the situation may change, which means that a change in LLC participants will follow. How does this happen? Today, two options are possible, which are associated with the transfer or alienation of the participant's share in the authorized capital (by the way, the current participants have the right of priority redemption of the share or part of it from the one who wants to sell it):

• When a share is sold to an outsider who is not a member of the LLC, a sale and purchase agreement is drawn up, which is certified by a notary. He also submits documents to change the participant to the registration authority. But in this case, not only the one-time presence of both parties during the transaction is required, but also the consent of the spouses of the parties (if any).
• A new participant appears in the Company, which increases the authorized capital by some conditional amount. His arrival is formalized by the decision of the general meeting, then documents for registering changes in the composition of participants are submitted to the Federal Tax Service, and only then papers are prepared for transferring the share of the old participant to a new one and for the participant to leave the LLC. This option of changing participants takes more time, since all documents are drawn up in stages, but it is much cheaper and does not require notarized sales and purchase agreements.

Exclusion of a participant from LLC

In addition, there is another situation when changes in the composition of the Company's members are inevitable - the forced exclusion of a member from the LLC. Such a measure can be applied to someone who systematically fails to fulfill his duties (does not contribute his share in the authorized capital, does not participate in general meetings, does not fulfill additional duties) or by certain actions prevents the Company from working normally and achieving the necessary results.

Exception is possible only through the court, and other members of the Company can submit an application to the court, provided that they hold in aggregate no less than 10% of the LLC's votes.

If such an application is filed, the court will be obliged to consider it. True, if during the trial his culprit ceases to be a member of the Society (he can sell his share or transfer it), the lawsuit will be refused.