The composition of the participants in a Limited Liability Company, their rights and obligations are fixed in Federal Law No. 14-FZ “On Limited Liability Companies”, but not everyone understands the strict wording of the law. Therefore, it is worth talking in more detail about who they are - LLC participants and what exactly they are entitled to.

LLC members

According to the law, both legal entities and individuals can be participants in an LLC. However, they do not need to be engaged in entrepreneurial activities. But the law reserves the right to regulate the participation in the LLC of certain categories of citizens. Namely:

• state-owned institutions can be participants in an LLC, but only if the owner of their property (municipality) agrees with this
• representative bodies of municipalities may, in exceptional cases, establish inter-municipal business companies in the form of Limited Liability Companies
• various institutions can acquire shares in the income 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 state structures, they cannot be participants in 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 participants in an LLC cannot be more than fifty. Otherwise (even if there are 51 participants), the Limited Liability Company must be transformed either into a production cooperative or an open joint stock company within the next year. Well, if this does not happen, or if the number of participants in the LLC does not decrease to fifty, the Company, according to the law, is subject to liquidation in court. And the initiator of judicial proceedings can be both registering authorities (FTS) and local governments.

Founder or member?

Many people confuse the terms "participant" and "founder". They are indeed similar in meaning, but still, they are different things. To answer the question of how a founder differs from a participant, we will 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 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 upon re-registration of the company. In addition, the composition of founders usually does not change (changes occur only when firms are re-registered), but the composition of LLC participants can change many times.

The founders adopt the company's Charter, 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 company's activities depending on the size of their share in the authorized capital .

Who can become a founder?

According to the law, the founders of an LLC can be both citizens of the Russian Federation and foreign citizens, individuals or legal entities. But those who are in the public service, military personnel, deputies of the State Duma, officials of legislative or executive authorities and members of the Council of Federations 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 wider than those of the founders and apply to the following areas of activity:

• participation in the management of the Company's affairs
• obtaining complete information about the activities of the Company
• access to accounting and other documents
• participation in the distribution of profits received by the Company
• exercising the right to a liquidation quota (this means the opportunity to receive a monetary or property equivalent of a part of the Company's property that remains after settlements with creditors)
• the opportunity to withdraw from the Company at any time and receive a share of the property, regardless of the opinion of other participants
• the ability to sell or assign your share (or part of a share) in the authorized capital of the Company
• the opportunity to participate in general meetings, to elect and be elected to control and management bodies, to put their issues on the agenda

These rights of LLC participants 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 constituent documents, which stipulate special conditions.

At the same time, it should be noted that additional rights differ in that they do not relate to ownership shares in the capital, but personally to the participants of the Company, which means that even when the participant’s share is transferred to another person (or legal entity), the additional rights of the participant are all still remain, and do 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 participants in the same LLC can vary significantly in scope.

Such a situation is quite legal and can serve as a 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 one of the new members decides to claim additional rights, his claims can be considered at the general meeting, which has the right to grant privileges to the members of the Society, only if all members vote unanimously.

But in addition to granting the participant additional rights, the general meeting may 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 only be done 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 members

As usual, in addition to the rights, LLC participants also have obligations, including:

• making contributions to the charter capital (the amount of contributions, the procedure for making them and the terms in which it is necessary to make a contribution are determined by the existing legislation and the constituent documents of the Company)
• observance of trade secrets and non-disclosure of confidential information about the work of the LLC

These are the main duties and they do not require personal business activities from the members of the Society. But the Charter or other constituent documents can provide for additional obligations. By decision of the general meeting, they can be assigned to all participants (subject to unanimous vote) 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 obligations.

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

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

Changes in the membership of the Company

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

• When selling a share to an outsider who is not a member of the LLC, a contract of sale is drawn up, which is certified by a notary. He also submits documents for the change of 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) to it.
• A new participant appears in the Company, who increases the authorized capital by some conditional amount. His arrival is documented 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 the transfer of the share of the old participant to the new one and the exit of the participant from 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 contracts.

Exclusion of a member from an LLC

In addition, there is another situation where changes in the composition of the Company's participants are inevitable - the forced exclusion of a participant from an 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 perform additional duties) or, by certain actions, prevents the Company from working normally and achieving the necessary results.

An exception is possible only through a court, and other members of the Company can file an application with the court, but on condition that they own in total not less than 10% of the votes of the LLC.

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

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

State bodies and local self-government bodies are not entitled to be participants in companies, unless otherwise provided by law Federal Law of February 8, 1998 N 14-FZ "On Limited Liability Companies" // SPS Garant. - item 2, article 7. An LLC can be established by one person who becomes its sole member. The company may subsequently become a company with one member.

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

Members of an LLC have certain rights and obligations, referred to as corporate. The rights of the company's participants as capital associations include: the right to participate in the management of the company's affairs; the right to receive information about the activities of the company and familiarization with its accounting books and other documentation; the right to participate in the distribution of profits; the right to sell or otherwise assign a share (part of a share) in the authorized capital of the company; the right to withdraw from the company at any time, regardless of the consent of other participants and to receive a share of the company's property; the right to receive a property or monetary equivalent of a part of the company's property remaining after settlements with creditors - the right to a liquidation quota.

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

The novelty of the LLC Law is the possibility of granting additional rights and obligations to participants in a limited liability company. Such rights and obligations may be granted both to all, without exception, and to individual members of the company. In any case, additional rights and obligations may be provided for either by the charter of a particular company upon its establishment, or later by a unanimous decision of the general meeting of participants.

In case of alienation of a share (part of a share) of a participant, the additional rights and obligations belonging to him shall not be transferred to the acquirer of the share (part of the share). This indicates the personal nature of the additional rights granted to the participant and the duties assigned to him.

A participant in a company has the right to withdraw from the company, regardless of the consent of its other participants and the company Federal Law of February 8, 1998 N 14-FZ "On Limited Liability Companies" // ATP Garant. - p1 article 28. This rule is mandatory. In this regard, in the resolution of the Plenums of the Supreme Court and the Supreme Arbitration Court of the Russian Federation dated July 1, 1996 N 6/8, it is specifically explained that “the conditions of the constituent documents of limited liability companies that interfere with the owner of this right or limit it should be considered as void, i.e. . not giving rise to legal consequences” Resolution of the Plenum of the Supreme Court of the Russian Federation and the Plenum of the Supreme Arbitration Court of the Russian Federation dated July 1, 1996 N 6/8 “On some issues related to the application of the first part of the Civil Code of the Russian Federation” - p.27.

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

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

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

The exclusion of a participant from an LLC is possible only in court at the request of participants whose aggregate share is at least 10% of the company's authorized capital. The grounds for exclusion may be a gross violation by the participant of his duties or actions (inaction) that make the company's activities impossible or significantly impede its operation. Federal Law of February 8, 1998 N 14-FZ "On Limited Liability Companies" // SPS Garant - Article 10. The expelled participant must be paid the actual value of his share, determined according to the financial statements of the company for the last reporting period preceding the date of entry into force of the court decision on exclusion. The property consequences of the withdrawal and expulsion of a participant from the company are the same, which means that the exclusion from the society in itself is not a sanction against an unscrupulous participant. Unfavorable legal consequences in relation to it can be provided, for example, in the memorandum of association in the form of the need for compensation to the company by the excluded participant for the damage caused by his actions (inaction) and even the payment of penalties.

1. Members of the company have the right:

participate in the management of the company's affairs in the manner prescribed by this Federal Law and the company's charter;

receive information about the activities of the company and get acquainted with its accounting books and other documentation in the manner prescribed by its charter;

take part in the distribution of profits;

sell or otherwise alienate its share or part of the share in the authorized capital of the company to one or more participants in this company or to another person in the manner prescribed by this Federal Law and the charter of the company;

withdraw from the company by alienating its share to the company, if such a possibility is provided for by the charter of the company, or demand that the company acquire a share in the cases provided for by this Federal Law;

receive, in the event of liquidation of the company, part of the property remaining after settlements with creditors, or its value.

Members of the company also have other rights provided for by this Federal Law.

2. In addition to the rights provided for by this Federal Law, the charter of a company may provide for other rights (additional rights) of a participant (participants) of the company. These rights may be provided for by the charter of the company upon its establishment or granted to the participant (participants) of the company by decision of the general meeting of participants in the company, adopted by all participants of the company unanimously.

Additional rights granted to a certain member of the company, in the event of the alienation of his share or part of the share, do not transfer to the acquirer of the share or part of the share.

Termination or restriction of additional rights granted to all participants in the company is carried out by decision of the general meeting of participants in the company, adopted by all participants in the company unanimously. Termination or restriction of additional rights granted to a certain member of the company is carried out by decision of the general meeting of participants in the company, adopted by a majority of at least two-thirds of the votes of the total number of votes of the participants in the company, provided that the member of the company who owns such additional rights voted for the adoption of such decision or gave written consent.

A member of the company who has been granted additional rights may refuse to exercise the additional rights belonging to him by sending a written notice to the company. From the moment the company receives the said notice, the additional rights of the company's participant cease.

3. The founders (participants) of the company have the right to conclude an agreement on the exercise of the rights of the participants in the company, according to which they undertake to exercise their rights in a certain way and (or) refrain (refuse) from exercising these rights, including voting in a certain way at the general meeting of the participants in the company, agree on a voting option with other participants, sell a share or part of a share at a price determined by this agreement and (or) upon the occurrence of certain circumstances, or refrain (refuse) from alienating a share or part of a share until certain circumstances occur, as well as perform other actions in concert related to management of the company, with the creation, operation, reorganization and liquidation of the company. Such an agreement is concluded in writing by drawing up one document signed by the parties.

The participants in the company who have concluded the agreement specified in the first paragraph of this clause are obliged to notify the company of the fact of its conclusion no later than 15 days from the date of its conclusion. By agreement of the parties to such an agreement, a notice to the company may be sent by one of its parties. In case of failure to fulfill this obligation, the participants in the company who are not parties to the specified agreement are entitled to demand compensation for the losses caused to them.

4. If this Federal Law provides for judicial protection of the rights of company participants, such protection may be exercised by an arbitration court in the cases and in the manner established by federal law.

Almost anyone can become a member of an LLC. However, you need to have an idea of ​​how to leave society, what share you can count on, how to deal with controversial issues, etc. The possession of this information will help to competently resolve issues within the company and avoid possible losses due to incompetence.

Who can be a member?

Any person can be a member of an LLC. The rights of the participant directly depend on the share in. Also, a participant who has made a contribution in full has the right to leave the LLC, regardless of the time frame, and the opinion of the other participants will not matter.

Legislatively common number of participants LLC must be less than or equal to 50, exceeding this limit is unacceptable. If the total number of participants is 51 or more, and the company is not re-registered in some other form (for example, PJSC), then it will be liquidated through the court.

Local authorities and other state structures do not have the right to be part of the LLC participants under any circumstances.

Rights and obligations of participants

According to Article 8 of Law No. 14-FZ, the participants in the company have the following rights:

• participation in the administration of cases;
• possession of all data on the activities of the LLC;
• full access to all documents;
• the opportunity to participate in the distribution of profits;
• the right to a liquidation quota;
• regardless of the opinion of other participants, leave the LLC and receive a share of the property;
• the right to sell or assign their share of the authorized capital;
• the right to participate in meetings, to be elected to control bodies, etc.

Sometimes other rights may be assigned to participants. This directly depends on whether they were originally provided for in the charter of the company. These rights do not replace the above, but can only be an addition to the main list, and they are regulated using.

Additional rights may apply to all members of the company, as well as to certain persons. In this regard, the participants in society have extremely unequal rights, including radically different from each other in terms of the total volume.

Also, the company may deprive or restrict the rights of all participants in the company, but this should be done only with a unanimous decision. In order to limit the rights of a particular participant, the latter must agree with this (orally or in writing), and at least two-thirds of all other participants in the company must vote for it.

In addition to rights, there are also basic responsibilities(Article 9 of Law No. 14-FZ):

• make contributions to the UK;
• comply with the requirements for non-disclosure of trade secrets;
• adhere to the confidentiality of sensitive information.

As in the case of rights, additional obligations for participants may be based on the company's charter. Naturally, they do not violate or replace the above legislative obligations.

Registration of LLC members

In order to register a new member of the company, the investor must issue an appropriate application for joining the ranks of the company. This appeal will be necessarily considered by the other participants, then a decision will be made on acceptance or refusal.

Regarding the composition of the appeal, the following points can be distinguished, which it should contain:

• desired share size;
• the amount that the new member will invest in the total capital of the LLC.

It is also worth remembering that this capital changes its size (sometimes in quite large quantities) after the admission of new participants. Discussion of its size and growth is an issue that is almost constantly discussed at meetings, while this process is carried out exclusively in the presence of absolutely all other contributors. A change in the authorized capital occurs with mandatory registration and notarization, which is the last process in accepting a new member into the ranks of the community.

Shares of the company's participants

There are three options for allocating the share of LLC participants:

1. After the exit of the participant. If any participant leaves the company, it is necessary to distribute his share among the rest within a year or transfer it for redemption to a third party. The remaining amount under this option is divided between the participants according to their shares in the Criminal Code.
2. When entering a new member. When a new participant joins, the size of the UK increases by the amount of the contribution made by this participant. However, the shares of participants are reduced by a certain percentage.
3. With an increase in capital by one of the participants. Any of the participants in the company makes an additional contribution to the size of the authorized capital, thus increasing its share. However, the share of the remaining LLC participants does not change, but the percentage of equity participation decreases.

In this process, the participants do not need to perform any other actions, since the CEO plays a key role. He is also involved in the registration of all changes.

Change of membership

Taking into account the provisions of Law No. 312-FZ, all transactions related to the alienation of a share or part of it must be made exclusively with notarization.

The main step in changing the composition of society is extract from the Unified State Register of Legal Entities. It should contain new information regarding the participants.

The relevant notary's office prepares documents for a notarial transaction. The process itself usually takes 1 to 5 business days.

Sometimes these documents are not enough, since a considerable abundance of others is required. These include:

• copies of documents about LLC;
• information about the composition of the society;
• documentation that confirms the observance of rights when acquiring a share;
• information about participants.

Copies of the following documents are also required:

• charter;
• constituent agreement;
• extracts from the Unified State Register of Legal Entities;
• passports of absolutely all participants at the moment;
• passports of persons buying a share in the UK.

This list of official papers is not final. In some cases, depending on the specifics of the procedure being carried out, an impressive additional package of documents may be required.

There are many firms that provide professional services in the field of changing the composition of participants and founders of an LLC. Often this is useful, as it allows you to avoid wasting unnecessary nerves, time and, oddly enough, unplanned financial expenses. And the fact is that the process of changing the composition of participants is one of the most difficult (especially when it comes to changing founders). Therefore, without the necessary preparation, too many resources are often spent, although many of them could be significantly reduced with the right knowledge and experience.

Sole member of the society

According to the law, situations are permissible when only one person can be a participant in an LLC.

In cases where there is only one participant in an LLC, it can be both a citizen of the Russian Federation and a foreigner.

When creating a society in such conditions, there are the following features:

• the creation of a legal entity, as well as the related changes and appointments, are formalized not with the help of protocols, but by the decision of this very participant;
• there is no agreement on the foundation of the company;
• a single person can perform the duties of a general director and an accountant at the same time;
• a company with a single member can be registered at the home address of the general director, and his term of office is indefinite.

When a single citizen is a member of an LLC, he will not be able to just leave the composition. This is only done by substitution. There are several options for this:

• sell your share to a third party, after which a new charter is subject to approval;
• a new person who is part of the LLC buys part of the share, after which the only participant leaves the company;
• the new member of the LLC makes an additional contribution to the charter capital, thereby increasing it, after which the share of the original member is transferred to him in full.

Leaving the LLC

The main reasons for this are:

• poor relations with other participants;
• the need to get rid of LLC;
• desire to receive good compensation after his departure.

However, this can be done taking into account some nuances:

• there is more than one member in the company;
• in the charter there is no prohibition on the withdrawal of participants;
• All documents of the LLC are in perfect order.

Subject to all the nuances of this procedure, you should decide on the type of exit from the company:

1. By application. Following this method, you need to prepare a statement of withdrawal certified by a notary. This is a very simple way to leave an LLC, since all other difficulties will have to be solved by the remaining founders and director.

Let's consider this process in more detail. First of all, an application is made in the presence of a notary. You should have a passport and TIN with you, and it would also be a good idea to take an extract from the Unified State Register of Legal Entities in order to avoid possible errors during compilation. If the founder wishes to leave the company, he must also provide the statutory documents.

For foreign persons, all documents must be translated into Russian and notarized.

After all procedures, the application should be taken to the director. Having received it, he collects a package of documents and submits it to the appropriate registration authority within 30 days. And after 90 days from the date of submission of the application with the participant who left the LLC, settlement is carried out.

1. under a share sale and purchase agreement. The sale of a share under such an agreement is feasible only if it is fully paid by the participant during the formation of the Criminal Code. If only part of the share is paid, then the same part is available for sale, the remaining part is divided between other founders or sold to a third party.

As documents, only those that are used in the execution of the contract of sale will be required. However, it is worth remembering that the package of these documents is very extensive, and it will take a lot of time and effort to collect it. But there is also a positive side of this process - the founder can sell his share by setting his own market price, and not a fixed one, as in the first case.

Alienation of a share

This procedure takes place in several stages:

1. The first step is to make a decision on the alienation of.
2. Next, you need to collect the following documents:

• passport;
• document on registration at the place of residence;
• statement;
• certificate of state registration;
• certificate of tax registration;
• founding documentation;
• lease contract.

1. The next step will be the execution of the contract of sale.
2. After all the above steps, all documents should be certified by a notary.
3. After 5 working days, the notary will issue an updated charter marked by the Federal Tax Service and.

LLC annual meeting

At the annual meeting of the company's members, important issues about the activities and management of the company or organization are resolved. All members have the right to attend, vote and make decisions. This meeting is mandatory and should be done at least once a year.

The meeting of LLC participants is the main process described in Law No. 14-FZ. A clear procedure for its implementation is regulated by article 37 of the same law. It is also permissible to call meetings out of turn, but for these purposes there must be sufficiently weighty reasons.

A corresponding notification is sent to each participant 30 days in advance (Article 36 of the same law). It indicates the time, location, and gives a brief description of the issues to be considered during the meeting.

Before the start of the meeting, all participants must pass a special registration. This is required in order to officially confirm the presence of participants. The document contains:

• passport data;
• the amount of the share;
• signature.

After all these actions, the CEO opens the meeting and begins the discussion of all issues related to society, company or organization. During the meeting, the secretary keeps a record of everything that happens, including the results of voting. In some cases, a notary is invited to draw up a certificate of the event. This helps a lot in some situations, especially in litigation for one reason or another. It is worth remembering that this is not the only reason why a society needs certification of the collection by a notary.

Holding an annual meeting of the society is a prerequisite for every company. If a participant has illegally refused or evaded a meeting, they will be assessed fine(500-700 thousand rubles).

The most important point regarding LLC participants is the collection and availability of the necessary documentation. In controversial moments, in the absence of such, a very large amount of time and effort will be spent on restoring papers. In some cases, the case may go to court. This is especially true for the distribution of shares when a participant leaves the company.

Introduction

1.1 Legal regulation of the activities of a limited liability company

1.2 Basics of the status of a limited liability company

Chapter 2. Legal status of participants in a limited liability company

2.1 Membership of the company

2.2 Rights and obligations of participants

2.3 Exclusion from the society of its member

Chapter 3. Some issues of the implementation of the rights of participants in a limited liability company

3.1 Protection of the rights of the acquirer of a share in the authorized capital of a limited liability company when other participants evade from making changes to the constituent documents

3.2 Rights to a share in the authorized capital of a limited liability company

Conclusion

Bibliographic list

Introduction

Relevance of the research topic. The Constitution of the Russian Federation (Article 34) granted citizens the right to freely use their abilities and property for entrepreneurial and other economic activities not prohibited by law. In this regard, in recent years there has been a rapid growth of entrepreneurship, in its most diverse forms and manifestations.

Business companies, which include limited liability companies and joint-stock companies, are the most popular organizational and legal forms both in Russia and in foreign countries. In England and the USA there are companies - an analogue of a joint-stock company and closed corporations - an analogue of a limited liability company. In pre-revolutionary Russia, such societies were called trading partnerships, since trade was usually associated with commercial activities.

In modern Russia, the beginning of the revival of economic companies fell on the 90s. However, the first legislative acts designed to lay the foundation for the development of economic companies were often insufficiently literate and contradicted each other. Modern legislation regulates in more detail the creation and activities of limited liability companies, but still there are shortcomings.

The legal form of LLC is characterized primarily by the fact that it is a synthesis of capitalist and personal associations. This feature determines both the specifics of the set and the specifics of the content of the rights of its participants. By pooling only capital, LLC participants are endowed with a number of powers that make it possible to significantly strengthen the personal element in the construction of this type of society.

The degree of scientific development. The problems of the functioning of limited liability companies are covered in detail in the works of such prominent theorists and law enforcers in the field of civil law as Sukhanov E.A., Tolstoy Yu.K., Sergeev A.P., Tikhomirov M.Yu., Mogilevsky S.D., Kashanina T.V., Lytneva N.A. and many others. The practice of application of legislation by the judicial authorities of the Russian Federation does not lag behind theoretical developments.

Currently, a limited liability company is a widespread and most popular organizational and legal form of entrepreneurship in the domestic legal system.

In the form of limited liability companies in the Russian Federation, there are various legal entities operating in a wide variety of areas. These are, for example, manufacturing, construction, trade, intermediary enterprises, some credit and insurance organizations, agricultural enterprises, and other commercial organizations.

In this regard, the study and analysis of individual legal problems related to the legal regulation of the creation and functioning of such companies is of great practical and theoretical interest.

The task of the thesis is the study and analysis of issues related to the functioning of such an organizational and legal form of legal entities as a limited liability company.

Work goals can be formed like this:

1. Study and analysis of the history of the emergence and development of limited liability companies.

2. Study and analysis of modern Russian legislation on limited liability companies.

3. Studying the materials of judicial practice.

4. Study and analysis of monographic works of theorists of Russian civil law

5. Analysis of law enforcement activities of legal practitioners.

6. Development of conclusions on the topic of the thesis.

Object of study are public relations arising in the field of ensuring the functioning of limited liability companies.

Depending on the object is subject of study, which are:

norms of the Civil Code of the Russian Federation and federal laws;

Literature in relation to the research topic;

materials of judicial practice.

Research methods constitutes the dialectical materialist method. The work uses general and particular methods of scientific research, including: sociological, statistical, logical-legal, structural-systemic, comparative legal, etc. The conclusions and proposals are based on the provisions of the Constitution of the Russian Federation, the provisions of the current civil legislation and federal laws.

Work structure. The thesis consists of an introduction, three chapters, including seven paragraphs, a conclusion and a bibliography.

Chapter 1. Legal Status of a Limited Liability Company

1.1 Legal regulation of the activities of a limited company responsibility

A special act of civil legislation that determines the legal status of a limited liability company, the rights and obligations of its participants, as well as the procedure for the creation, reorganization and liquidation of such a company is the Federal Law of February 8, 1998 N 14-FZ "On Limited Liability Companies" (hereinafter - Law), which was adopted on the basis of a direct indication of paragraph 3 of Art. 87 of the Civil Code of the Russian Federation and entered into force on March 1, 1998. It develops and specifies the relevant norms of the Civil Code of the Russian Federation on business companies and, in particular, on limited liability companies. In addition, the Law establishes many rules that are absent in the Civil Code of the Russian Federation.

The law consists of six chapters containing 59 articles, which regulate in detail the relations connected with the establishment and operation of limited liability companies. In most cases, the norms of the Law are norms of direct action, which do not need to be specified with the help of other legal acts. Knowledge of the Law is necessary for managers, specialists and members of corporations operating in the form of limited liability companies.

Compared to the Federal Law of December 26, 1995 "On Joint Stock Companies", the Law is more dispositive. It provides the participants of a limited liability company with a much wider choice in determining its organizational structure, forming the authorized capital, establishing internal rules and procedures, and resolving other issues. The Law often uses legal norms that define general, universal rules only for those cases when the constituent or internal documents of the company do not establish other rules, or these documents do not establish the relevant rules at all. Participants of limited liability companies are provided with ample opportunities for independent regulation of many important relations in the charter and internal documents. With the help of imperative norms, only relations of particular importance are most often regulated.

So, the Law determines, in accordance with the Civil Code of the Russian Federation, the legal status of a limited liability company, the rights and obligations of its participants, the procedure for creating, reorganizing and liquidating a company (clause 1, article 1 of the Law). Thus, paragraph 1 of Art. 1 of the Law states the dependence of the norms of the Law on the general civil law norms established by the Civil Code of the Russian Federation, and the subordination of the Law to these general norms, emphasizes the relationship of these laws, and also determines the permissible limits for specifying the norms of the Civil Code of the Russian Federation in the norms of the Law. This paragraph of Art. 1 of the Law has a purpose-setting value for all its other norms.

Establishing the basis for the status of limited liability companies, the Civil Code of the Russian Federation defines the concept and foundations of the legal status of such business companies (Article 87), rules on participants in companies (Article 88), basic requirements for constituent documents (Articles 52 and 89), formation of a charter capital (Article 90), the basics of organizing management in a limited liability company (Article 91), the features of the reorganization and liquidation of such companies (Article 92), the rules on the transfer of a share in the authorized capital of a limited liability company to another person (Article 92). 93) and about the withdrawal from the company of its participant (Article 94).

The law develops and specifies the norms of the Civil Code of the Russian Federation that regulate the legal status of legal entities (Articles 48-65 of the Civil Code of the Russian Federation), in relation to limited liability companies, as well as the norms of the Civil Code of the Russian Federation that establish the basis for the status and organization of the activities of such companies (Articles 87-94 Civil Code of the Russian Federation).

According to paragraph 3 of Art. 87 of the Civil Code of the Russian Federation, the legal status of limited liability companies, as well as the rights and obligations of its participants, are determined by the Civil Code of the Russian Federation and the law on limited liability companies. Thus, the Civil Code of the Russian Federation limits the range of normative legal acts regulating the legal status of business companies of this type, the procedure for their creation, reorganization and liquidation, as well as the rights and obligations of participants in such companies. At the same time, relations that reflect the specifics of some limited liability companies specified in paragraph 2 of Art. 1 of the Law are regulated by special legislation.