Change of legislation on limited liability societies. Law on OOO in the new edition

Law No. 14-FZ "On Limited Liability Societies" defines the legal status of the company, the obligations and rights of its participants, the rules for the creation, liquidation and reorganization. Features of the transformation, education and termination of enterprises in the areas of investment, banking, private security, insurance activities and in the field of agricultural products are governed by other sectoral regulatory acts.

14-FZ "On OOO" ("Garant")

In art. The 2 regulatory report under consideration are the main terms and definitions. As a Ltd. acts as a business enterprise formed by one or several entities, with the authorized capital divided into shares. Participants do not bear the risk of losses and do not pay off the Company's obligations related to its activities as part of their contributions. Subjects must fully pay for the share in capital. Participants who fulfilled only a partial investment are responsible for the obligations of the enterprise jointly within the value of the outstanding part of the contribution.

Features of companies

Law No. 14-FZ "On Limited Liability Societies" provides that the firm must have separate property, which is taken into account on an independent balance sheet. The company may acquire and implement non-property and property rights from its own behalf, to respond to its obligations, to present their interests in court as a defendant or plaintiff. The company can conduct any activity not prohibited by regulatory acts and not contradictory the objectives of its creation established in the Charter. Specific types of operations are allowed to make only a license (permission).

Law No. 14-FZ "On Limited Liability Societies" establishes that the enterprise is considered to be formed from the date of its state registration on the rules provided for in existing regulations. The company is created for an indefinite period, if the other is not stipulated in the Charter.

Individualization

Law No. 14-FZ "On OOO" (current edition) prescribes an enterprise to have a round seal with the official language of the state and indicating its location. The company may have forms and stamps with their name, emblem, trademark and other

In accordance with the Federal Law "On Limited Liability Societies", the enterprise must have a complete and abbreviated name. To the title, certain requirements are presented. In particular, the phrase "with limited liability" must be present in the name, in the abbreviated version, abbreviation is allowed. Other reference requirements are determined by the provisions of the GC.

Specificity of the fulfillment of obligations

In accordance with FZ No. 14, the Company is responsible for its actions to all the property belonging to it. The company does not fulfill the obligations of its participants. In the bankruptcy (insolvency) of the company due to depositors or other persons with the right to give instructions, mandatory for it, or the ability to determine its actions, subsidiary responsibility is imposed on the guilty of deficiencies.

Representative offices and branches

According to the Federal Law "On Limited Liability Societies", the enterprise has the right to form separate divisions. Relevant decisions are accepted at the meeting of participants. The decision is considered approved if most (not less than 2/3) acted for it from the total number of votes, unless otherwise established in the Charter.

The formation of representative offices and branches is carried out in compliance with the prescriptions, which provides for 14 Federal Law "On Limited Liability Societies", and other regulatory acts, and abroad, the legal provisions of the state, in the territory of which divisions are formed if the other is not envisaged in international treaties.

These organizations do not act as a legal entity. Their activities are carried out in accordance with the provisions approved by the chief enterprise. The representative office of LLC is a division that is located outside the location of the enterprise. It acts in the interests of the company and ensures their protection. As a branch, a unit is outside the location of the LLC and performing all or part of its functions. Their number includes representation. The appointment of the management of units is carried out by society. To implement the powers, they are given a power of attorney.

Affiliated companies

They have legal entities and form both on the territory of the Russian Federation and for its borders. The company is considered a subsidiary if the main enterprise has the ability to determine the decisions that it is approved. Such a right may arise due to a concluded agreement prevailing participation in capital or for other reasons. Not in charge of the obligations of the main society. The main enterprise may guide the mandatory instructions. At the same time, it meets jointly with it by transactions committed in the execution of these orders. In the insolvency of the subsidiary, the fault of the main enterprise is envisaged for its debts, if its property was not enough for this. Participants may require the main firm compensation for damages arising from its fault.

Dependent companies

As them, Law No. 14-FZ "On Limited Liability Societies" (last revision) recognizes the company, the authorized capital of which more than 20% belongs to the main enterprise. A company that has acquired the specified share is obliged to make information about this. For this, information is published in the official edition containing data on the State Registration of Jurlitz. It is necessary to publish the relevant information in the shortest possible time after the transaction.

Participants

They, according to Law No. 14-FZ "On Limited Liability Societies", may be Jurlitz and citizens. Separate salines can be prohibited or limited to participation. No right to join government agencies and local government structures, unless otherwise provided by federal legislation. The company may establish one person. It becomes thus the only participant. The company can form several persons. In the process of its activities, the enterprise may become a society with one participant. The maximum number of founders cannot be more than 50. If the number of participants exceeds the specified, during the year the enterprise must be transformed into or jsc. If this prescription is not executed, and the number of subjects will not be reduced, society can be liquidated in court in accordance with the requirement of the registering authority or other authorized instances.

Rights of participants

FZ "On Limited Liability Societies" (current edition) provides for the following legal possibilities:

1. To participate in the management of the current affairs of the enterprise according to the rules envisaged in the regulatory act and the company's charter.
2. Receive information about the activities of the company, study its accounting and other documentation.
3. Participate in the distribution of profits. According to the 14-FZ "On LLC" Payment of Dividend is carried out following the reporting period.
4. Selling either to alienate their share or its part in the capital to other participants or other persons.
5. Get out of society. This can be carried out by implementing a participant in its share (if this feature is provided for in the Charter) or the claim for the acquisition of its contribution to the cases established in the regulatory act.
6. Receive part of the property when participant has the right to acquire material values \u200b\u200bleft after calculations with creditors. When liquidation, in accordance with the 14-FZ "On OOO", an independent appraiser performs appropriate calculations. Instead of property, the participant has the right to demand its value.

Additional features

They may be provided for by the Company's charter at the time of the institution or be provided by the decision of the Assembly adopted unanimously. Additional rights during the alienation of the share of the participant or its part do not go to the acquirer. Their termination or limit on all participants is carried out on the basis of a decision adopted by unanimously at the meeting regarding a particular subject - by the majority (at least 2/3) from all voters. In the latter case, the subject should give written consent or vote for approval of the decision. A participant may refuse to give him additional rights by sending a corresponding notice.

Responsibilities

In accordance with the 14-FZ "On OOO", the participants of the enterprise should:

1. Payments to the Company's equity share in size, but the deadlines defined by the regulatory act and the constituent contract.
2. Maintain confidentiality of information on the company's activities.

Additional duties can be established in the establishment of the enterprise under its establishment or assign on the subjects to the settlement decision. If they are provided for a specific subject, with the alienation of its share or its part, they do not go to the acquirer.

Establishment of the company

The education of society is carried out in accordance with the decision of the Assembly. If the founder is one, then it is accepted alone alone. The decision reflects the results of voting on issues related to the organization of the enterprise, the appointment / election of executive bodies, the formation of the Audit Commission, if the specified structures are mandatory or envisaged in the Charter.

When establishing a company, one subject should determine the amount of capital, deadlines and procedure for its payment, the nominal value and value of the share. Participants enter into a written agreement, which establishes the rules for joint activities. The agreement also determines the value, the period of payment of shares.

Tired

He acts as a constituent document of the enterprise. The Charter should indicate:

1. Company name (abbreviated and complete).
2. Data on location.
3. Information on the competence and composition of executive bodies, including on issues relating to their exclusive management, on the procedure for making solutions.
4. Data on capital value.
5. Responsibilities and rights of participants.
6. Information on the rules and consequences of the exit of subjects from the Company, if such an opportunity is envisaged.
7. Data on the procedure for the transition of the entire share of either its part to another person.
8. Rules for the storage of documentation and the provision of information to other subjects.
9. Other information that are essential.

Capital

It is formed from the nominal price of shareholders. Capital value should be at least 10 thousand rubles. Its size, as well as the cost of shares is determined in rubles. Capital determines the minimum value of the property, which ensures the fulfillment of obligations to creditors. The magnitude of the participants' share is determined in the form of a fraction or percentage. It must correspond to the ratio of its nominal value and the size of capital. The charter may provide a limit on the maximum amount of the share. Its valid value must be consistent with the part of the price of net assets of the enterprise proportional to the size of the contribution. Restrictions on the size of shares can be established for individual participants in the Company in the Charter under the establishment, as well as to be included in the document, change or exclude from it on the basis of a meeting adopted unanimously.

Limited Liability Company represent economic associations whose share capital is divided into shares. Community of the type under consideration can be created both individuals and legal entities. Participants or founders of LLC are not responsible for the obligations of the Company, however, the risk of a loss in the amount of its own share in its capital.

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

Essence 14 FZ.

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

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

• Chapter 1 - General provisions, or a summary of the FZ about LLC ( art. 1-10.);
• Chapter 2. - procedure for establishing a limited liability company ( art. 11-13.);
• Chapter 3. - Nuances associated with the authorized capital and property of LLC ( art. 14-31). This part of the underlying federal law is addicted to the head 3.1 - conducting a list of participants of a limited liability company (Article 31.1);
• Chapter 4. - management standards LLC ( art. 32-50);
• Chapter 5. - reorganization and abolition of the community ( art. 51-58);
• Chapter 6. - The final provisions of the underlying federal law ( art. 59.).

According to article 2. Federal Law No. 14, Ltd. has the following rights regarding property in its location:

• For the purchase of additional property powers;
• On defense of property in court from the position of the plaintiff.

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

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

Responsibility of LLC and its branches under federal law №14

According to the existing regulations articles 1. The federal law is studied, for the obligations of its participants, the Society is not responsible. The direct responsibility of Ltd. is responsibility for the obligations specified in the Association Charter.

In accordance with the standards defined by the current regulations articles 5. The regulatory acts under consideration, by decision of the General Assembly, a limited liability company can create branches and representative offices in the Russian Federation and beyond. The main responsibility of the ruling bodies of representative offices and subsidiaries LLC is to comply with the legislation of the Russian Federation and the host. Limited Liability Company is subject to mandatory registration in the State Register of Legal Entities. Since the registration of LLC is considered to be created.

What changes were made?

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

Last changes In the Federal Law On Limited Liability Societies were made July 29, 2017. The federal law "On Amendments to the Federal Law" On Joint-Stock Companies "and Article 50 of the Federal Law" On Limited Liability Societies "No. 233-FZ acted as a modifying act. In accordance with the Rules articles 2 FZ 233The following amendments are made to Article 50 of the FZ 14:

• In paragraph 2 The article under consideration in the new edition states that at the request of the participant, LLC undertakes to provide him with the following documents:
  • Memorandum of association;
  • Protocols of general assembly of association;
  • Statutory documentation;
  • Documentation on subsidiaries and offices;
  • Other documents set out in part 2 of Art. 50 FZ 14;
• In paragraph 3, it is indicated that the fee for the provision of the above documentation may not exceed the cost of manufacturing acts;
• In the completed paragraph 4, the following grounds are indicated for refusal to issue documents:
  • The requested act is in free access to the World Internet;
  • The act is requested again during a three-year temporary period (provided that this document has already been issued);
  • The requested document is not relevant.

The confidential data contained in the transmitted documentation is not disclosed by both parties to the procedure under consideration.

Important provisions of the Federal Law No. 14

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

• Art. 7 - defines participants in a limited liability company. Such can be ordinary citizens and legal entities, the number of participants is up to 50 persons.
• Art. 8 - defines the rights of the participants of the association, namely:
  • To participate in management;
  • To access information on the activities of a limited liability company;
  • To participate in the distribution of actual profits;
  • To exit membership in ooo;
  • To receive its own share of property in the liquidation of the association;
• Art. 12 - discloses the standards for the compilation and action of the LLC. Among other informative items, the chart of the Charter must contain data on the legal name of the community and the address of its actual location;
• Art. 14 - determines the norms of formation, replenishment and safety of the authorized capital of LLC. In particular, it is determined that its components are financial equivalents of the founders;
• Art. 17 - it establishes that each of the founders of LLC undertakes to fully pay for their own share in the authorized capital of the community. These payments are made on time defined by the Constituent Agreement (no more than 4 months);
• Art. 19 - indicates that each of the members of LLC is entitled to make its own additional contribution to the authorized capital of the Company;
• Art. 21 - establishes the rules for the transition of part of the authorized capital to one of the founders;
• Art. 33 - determines the scope of the competence of the general meeting of participants of the LLC, namely:
  • Determination of leading activities of the association;
  • Approval of the Charter;
  • Election of the auditor;
  • Making a decision on the liquidation or republication of the association;
• Art. 45 - Measures are determined by the part of the parties to the transaction with LLC. We are talking about transactions conducted with the direct participation of members of the Board of Directors of the Community.

Download FZ about LLC in the new edition

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

The federal law
"On Limited Liability Societies" (about OOO)
from 08.02.1998 N 14-FZ

(Adopted GD FS RF 14.01.1998)
(current edition)

Document certificate

Source Publication

Note to the document:

The beginning of the editorial board - 10.21.2009.

End of the edition of the editorial office - 12/31/2009.
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Attention! There is uncertainty with the date of commencement of the revision, associated with the first official publication of the changing document. The changes made by the Federal Law of July 19, 2009 N 205-FZ came into force after 90 days after the day of official publication, with the exception of the changes submitted to paragraph 3 of Article 8, Article 21, paragraph 3 of Article 22, Article 23, paragraph of the second Paragraph 5 of Article 31.1, paragraph 2 of Article 33, paragraph of the second paragraph 3 of Article 43, who entered into force on the date of official publication (published in the "Meeting of the Legislation of the Russian Federation" - July 20, 2009, in the Russian Gazette - 07/22/2009). For details, see Reference Information.

On the procedure for applying this document in connection with the entry into force of the Federal Law of December 30, 2008 No. 312-ФЗ, see Article 5 of the Law.

The document is applied taking into account the provisions of the Federal Law of 27.10.2008 N 175-FZ (paragraph 2 of Article 11 of the Federal Law of 27.10.2008 N 175-FZ).

On the issue concerning the application of this document, see the Resolution of the Plenum of the Supreme Court of the Russian Federation N 90, the Plenum of the Russian Federation N 14 of 09.12.1999.

Chapter I. General

Article 1. Relations regulated by this Federal Law

1. This Federal 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 the creation, reorganization and liquidation of society.

2. Features of the legal status, the procedure for the creation, reorganization and liquidation of societies with limited liability in the areas of banking, insurance and investment activities, as well as in the field of agricultural production are determined by federal laws.

Article 2. Basic provisions on limited liability societies

1. A limited liability company (hereinafter referred to as Society) is recognized as an economic company established by one or several persons, whose share capital is divided into shares of certain constituent documents; The Company's participants do not respond to its obligations and bear the risk of losses associated with the activities of the Company, within the cost of contributions made by them.
The participants of the Company who made contributions to the authorized capital of the Company are not fully carried out by joint responsibility for its obligations within the value of the unpaid part of the contribution of each of the participants in the Company.

2. The society is owned by separate property, taken into account on its independent balance, can acquire and carry out property and personal non-property rights, to bear the obligations, to be the plaintiff and the defendant in court.
The Company may have civil rights and carry civil duties necessary for the implementation of any activities that are not prohibited by federal laws, if this does not contradict the subject and objectives of activities, a certain limited company's charter.
Separate activities, the list of which is determined by the Federal Law, society can only be engaged on the basis of a special permit (license). If the conditions for the provision of a special permit (license) on the implementation of a certain type of activity are provided for the requirement to carry out such activities as an exceptional, society during the term of a special permit (license) is entitled to carry out only the types of activities provided for by a special permit (license) and concomitant activities.

3. The Company is considered to be created as a legal entity since its state registration in the manner prescribed by the Federal Law on State Registration of Legal Entities.
Society is created without limitation, unless otherwise established by its charter.

4. The company has the right to open bank accounts in the territory of the Russian Federation and beyond.

5. Society must have a round seal containing its full company name in Russian and an indication of the location of society. Printing society can also contain company name in any language of the peoples of the Russian Federation and (or) a foreign language.
The Company has the right to have stamps and blanks with their brand name, their own emblem, as well as a registered trademark and other means of individualization.

Article 3. Company Responsibility

1. The Company is responsible for its obligations to all owned property.

2. The society is not responsible for the obligations of its participants.

3. In case of insolvency (bankruptcy) of the Company due to its participants or by the fault of other persons who have the right to provide compulsory instructions or otherwise have the opportunity to determine its actions, on these participants or other persons in case of deficiency of the Company's property may be assigned Subsidiary responsibility for its obligations.

4. The Russian Federation, the constituent entities of the Russian Federation and municipal entities are not responsible for the obligations of the Company, as well as the Company is not responsible for the obligations of the Russian Federation, the constituent entities of the Russian Federation and municipalities.

Article 4. Brand Name of the Company and its location

1. The society must have full and have the right to have a shortened proprietary name in Russian. The Company has the right to have a complete and (or) abbreviated company name in the languages \u200b\u200bof the peoples of the Russian Federation and (or) foreign languages.
The full company name of the Company in Russian should contain the full name of society and the words "limited liability". The abbreviated company name of the Company in Russian should contain a full or shortened name of society and the words "limited liability" or abbreviation LLC.
The company's company name in Russian cannot contain other terms and abbreviations, reflecting its organizational and legal form, including those borrowed from foreign languages, unless otherwise provided by federal laws and other legal acts of the Russian Federation.

2. The location of society is determined by the place of its state registration. (as amended by Federal Law of 21.03.2002 N 31-FZ)

3. Excluded. - Federal Law of 21.03.2002 N 31-FZ.

Article 5. Branches and Representatives of the Company

1. The Company can create branches and discover representations to solve the general meeting of participants in the Company, adopted by a majority of at least two thirds of the votes from the total number of votes of the Company's participants, if the need for a larger number of votes for the adoption of such a decision is not provided for by the Company's charter.
The creation of branches by the Company and the opening of representative offices in the Russian Federation is carried out in compliance with the requirements of this Federal Law and other federal laws, and outside the territory of the Russian Federation also in accordance with the legislation of a foreign state, on the territory of which branches are created or representative offices are created, unless otherwise provided by international contracts of the Russian Federation.

2. A branch of society is its separate division located outside the location of society and carrying out all its functions or their part, including the functions of the representative office.

3. The representative office of the Company is its separate unit located outside the location of the Company, representing the interests of society and carrying out their protection.

4. The branch and representation of the Company are not legal entities and operate on the basis of the provisions approved by the Company. The branch and representation are endowed with the property that created their society.
The heads of branches and representative offices of the Company are appointed by society and operate on the basis of his power of attorney.
Branches and representative offices of the Company operate their activities on behalf of their established society. Responsibility for the activities of the branch and the representative offices of the Company bears the established society.

5. The Charter of the Company must contain information about its branches and offices. Messages about changes in the Charter of the Company of information on its branches and representative offices are submitted to the authority that carries out the state registration of legal entities. These changes in the Charter of the Company come into force for third parties from the moment notice of such changes in the body carrying out the state registration of legal entities.

Article 6. Subsidia and Dependent Society

1. The Company may have subsidiaries and dependent economic companies with the rights of a legal entity created in the territory of the Russian Federation in accordance with this Federal Law and other federal laws, and outside the territory of the Russian Federation also in accordance with the legislation of the foreign state, in whose territory was created subsidiary or a dependent economic company, unless otherwise provided by international treaties of the Russian Federation.

2. The Company is recognized as a subsidiary, if another (main) economic society or partnership is due to the prevailing participation in its authorized capital, or in accordance with the agreement between them, or otherwise it has the ability to determine the decisions taken by such a society.

3. A subsidiary is not responsible for the debts of the main economic society (partnership).
The main economic society (partnership), which has the right to give subsidiary to a subsidiary to his instructions, is responsible to agree with a subsidiary of transactions concluded by the latter in fulfillment of such instructions.
In the event of insolvency (bankruptcy) of a subsidiary society due to the fault of the main economic society (partnership), the latter carries under the insufficiency of the property of a subsidiary subsidiary responsibility for its debts.
Participants in the subsidiaries are entitled to demand compensation by the main society (partnership) of losses caused by his fault to subsidiaries.

4. The Company is recognized dependent if another (prevailing, participating) economic society has more than twenty percent of the authorized capital of the First Society.
A society, which has acquired more than twenty percent of the voting shares of the joint-stock company or more than twenty percent of the authorized capital of another limited liability company, is obliged to immediately publish information about this in the Print Authority, which publishes data on state registration of legal entities.

Article 7. Member of the Company

1. Participants in the Company may be citizens and legal entities.
The federal law may be prohibited or limited to the participation of individual categories of citizens in societies.

2. State bodies and local governments are not entitled to act participants in societies, unless otherwise established by federal law.
Society can be established by one person who becomes its only participant. The Company may subsequently become a society with one participant.
The Company cannot have a different economic community consisting of one person as the only participant.
The provisions of this Federal Law apply to society with one participant in the postoline, since this federal law does not provide for otherwise and since this does not contradict the essence of the relevant relations.

3. The number of participants in the Company should not be more than fifty.
In the event that the number of participants in the Company exceeds the limit established by this clause, the Company must be transformed into an open joint-stock company or a production cooperative during the year. If during this sentence, the company will not be transformed and the number of participants in the Company will not decrease to the limit established by this clause, it is subject to liquidation in court at the request of the body that implements the state registration of legal entities, or other state bodies or bodies of local self-government, which is eligible for presentation Such a requirement is provided by federal law.

Article 8. Rights of the Company's participants

1. The participants of the Company are entitled:
participate in the management of the Company's affairs in the manner established by this Federal Law and the Constituent Documents of the Company;
receive information on the activities of the Company and get acquainted with its accounting books and other documentation in the procedure established by its constituent documents;
take part in the distribution of profits;
Sell \u200b\u200bor otherwise give way to our share in the authorized capital of the Company or part of one or several participants in this company in the manner prescribed by this Federal Law and the Company's Charter;
At any time, to get out of society, regardless of the consent of its other participants;
In the event of the liquidation of society, part of the property remaining after the calculations with creditors, or its value.
Participants in 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 Company's Charter may provide for other rights (additional rights) of the participant (participants) of the Company. These rights may be provided for by the Company's Charter under its establishment or provided by the participant (participants) of the Company to address the General Assembly of the Company's participants adopted by all participants in the Company unanimously.
Additional rights granted to a particular member of the Company in the case of the alienation of its share (part of the share) to the acquirer of the share (part of the share) do not go.
The termination or limitation of additional rights granted to all participants of the Company is carried out by decision of the General Meeting of the Company's participants adopted by all participants in the Company unanimously. The termination or limitation of additional rights granted to a certain member of the Company is carried out by the decision of the General Meeting of the Company's participants adopted by the majority of at least two thirds of the votes from the total number of votes of the Company's participants, provided that the participant in the Company belongs to such additional rights, voted for the adoption of such Decisions or gave written consent.
A participant in the Company who provided additional rights may refuse to implement additional rights by him by sending a written notice of this to society. From the moment the Company is received by the Company of this notice, the additional rights of the participant in the Company are terminated.

Article 9. Responsibilities of the Company's participants

1. Participants in the Company are required:
contributing in order, in size, in the composition and within the deadlines, which are provided for by this Federal Law and the constituent documents of the Company;
Do not disclose confidential information about the activities of the Company.
Participants in the Company are carried by other duties provided for by this Federal Law.

2. In addition to the obligations provided for by this Federal Law, the Charter of the Company may provide for other duties (additional duties) of the participant (participants) of the Company. These responsibilities may be provided for by the Company's charter under its establishment or entrusted to all participants in the Company by decision of the General Meeting of the Company's participants adopted by all participants in the Company unanimously. The imposition of additional responsibilities on a specific member of the Company is carried out by the decision of the General Assembly of the Company's participants adopted by a majority of at least two thirds of the votes from the total number of votes of the Company's participants, provided that the participant of the Company on which additional duties are imposed, voted for the adoption of such a decision or gave written agreement.
Additional duties assigned to a certain member of the Company, in the case of alienation of its share (part of the share) to the acquirer of the share (part of the share) do not go.
Additional duties may be discontinued by the decision of the General Meeting of the Company's participants adopted by all participants in the Company unanimously.

Article 10. Exception of the Company's participant from the Company

The participants of the society whose share in the aggregate is at least ten percent of the authorized capital of the Company, has the right to demand an exception to the participant's society, which grossly violates their duties either by its actions (inaction) makes it impossible to the Company's activities or significantly makes it difficult.

Chapter II. Institution of society

Article 11. Organization of the Company's Institution

1. The founders of society conclude a founding contract and approve the Charter of the Company. The constituent agreement and the Charter of the Company are constituent documents of the Company.
If society is established by one person, the constituent document of society is the Charter approved by this person. In the event of an increase in the number of participants in the Company to two and more between them, a memorable agreement should be concluded.
The founders of society elect (appointed) the executive bodies of the Company, as well as in the case of a non-cash contribution to the authorized capital of the Company, approve their monetary assessment.
The decision to approve the Company's Charter, as well as the decision on the approval of the monetary assessment of the contributors made by the founders by the founders unanimously. Other decisions are made by the founders of the Company in the manner provided for by this Federal Law and the constituent documents of the Company.

2. The founders of the Company bear joint responsibility for obligations related to the Company's institution and arising before its state registration. The Company is responsible for the obligations of the founders of the Company related to its establishment, only in the case of the subsequent approval of their actions by the General Meeting of the Company's participants.

3. Features of the establishment of the Company with the participation of foreign investors are determined by federal law.

Article 12. Constituent Documents of the Company

1. In the Constituent Treaty, the founders of the Company undertake to establish society and determine the procedure for joint activities to create it. The constituent contract also determines the composition of the founders (participants) of the Company, the size of the authorized capital of the Company and the size of the share of each of the founders (participants) of the Company, the size and composition of deposits, the procedure and timing of their introduction to the authorized capital of the Company under its institution, the responsibility of the founders (participants) of the Company For violation of the obligation to make contributions, the conditions and procedure for the distribution between the founders (participants) of the Company's Company, the composition of the Company's bodies and the procedure for the exit of the Company's participants from the Company.

2. The Charter of the Company must contain:
full and abbreviated company name;
information about the location of society;
Information about the composition and competence of the Company's bodies, including issues that make up the exclusive competence of the General Meeting of the Company's participants, on the procedure for adopting the Society to the Society, including issues, solutions for which are accepted unanimously or qualified by a majority of votes;
information about the size of the Company's authorized capital;
information about the size and nominal value of the share of each participant in the Company;
the rights and obligations of the Company's participants;
information on the procedure and consequences of the public output of the Company from the Company;
information on the procedure for transition of the share (part of the share) in the authorized capital of the Company to another person;
information on the procedure for storing the Company's documents and on the procedure for providing information to the Company to the Company and other persons;
Other information provided for in this Federal Law.
The Company's Charter may also contain other provisions that are not contrary to this federal law and other federal laws.

3. At the request of the Company's participant, an auditor or anyone interested person, the Company is obliged to provide them with the opportunity to familiarize themselves with the constituent documents of the Company, including changes. The Company is obliged at the request of the Company's participant to provide him with copies of the current constituent contract and the Company's Charter. The fee charged by society for the provision of copies cannot exceed the cost of their manufacture.

4. Changes in the constituent documents of the Company are made by decision of the general meeting of participants in the Company.
The changes made to the constituent documents of the Company are subject to state registration in the manner provided for in Article 13 of this Federal Law for the Company's registration.
The changes made to the constituent documents of the Company acquire strength for third parties from the date of their state registration, and in cases established by this Federal Law, from the moment of notifying the authority providing state registration.

5. In case of inconsistency of the provisions of the constituent contract and the provisions of the Company's Charter, the provisions of the Company's Charter are prevalent for third parties and participants of the Company.

Creation, registration and activities of LLC is regulated by Federal Law "On OOO" from 08.02.1998 No. 14-FZ.

In this article, you will find the main review of the law, as well as the detailed analyst of the already incurred changes.


Actual edition: №31 dated 03.07.2016, acting.

Federal Law "On Societies with Limited Liability" regulates the creation, registration and activities of the most common form of legal entity - a limited liability company. In this article, you will find a review of the structure of the law, the summary of each chapter, a review of the latest changes made to the Law "On OOO", and also be able to download the most "fresh" version of the Federal Law on Limited Liability Societies in a new edition of 03.07.2016 with changes.

Review of the structure of the Law on OOO

Federal Law "On Limited Liability Societies" Adopted on 02/08/1998 No. 14-FZ in a new edition of 03.07.2016 with comments (hereinafter - the Law "On OOO"), consists of 6 chapters and 59 articles:

• Chapter 1 "General Provisions" includes articles from 1 to 10.

This chapter describes the relationship that falls under the regulation of this law, the main provisions on the LLC, which is liable for LLC responsibility, information on the name and location of such a legal entity, the norms related to branches, representative offices and subsidiaries, as well as information regarding the Company's participants: rights, Responsibilities and exclusion from society.

• Chapter 2 "Establishment of the Company" includes articles from 11 to 13.

The chapter contains information regarding the creation and state registration of LLC.

• Chapter 3 "The authorized capital of society. Property of society, "includes articles from 14 to 31.

Chapter describes the principles of creating and dividing the share capital, the ways to increase and decrease, the procedure for circulation of participants (alienation, transmission), the regulations of the participant's output, the principles of the distribution of profits, information on funds and assets of LLC, as well as the rules for the issue of securities of Ltd.

Chapter 3 holds chapter 3.1. "Maintaining a list of participants in the Company", which contains article 31.1, revealing the principles and rules for maintaining a list of participants in the Company

• Chapter 4 "Management in Society" includes articles from 32 to 50.

The chapter indicates the main management bodies of the Company, their rights, responsibilities and responsibilities, the procedure for the formation and appointment of the executive body of the Company, the rules for appealing decisions of the management bodies, the principles of auditing and audit reports, information on public reporting of the Company and the regulations of documents, as well as providing information .

• Chapter 5 "Reorganization and liquidation of society" includes articles from 51 to 58.

The article describes various options for the reorganization of society, such as: merging, attachment, separation, selection, transformation. Additionally, the rules of liquidation and distribution of the remaining property between the participants are indicated.

• Chapter 6 "Final Provisions" includes Article 59, which contains information on the rules for the introduction of this federal law into force.

Download the Federal Law "On Limited Liability Societies" .

Review of changes

In 2016, in the Federal Law "On Limited Liability Societies", the 14-FZ changes were made twice:

1. Federal Law of 04/06/2016 No. 82-FZ. Art. 6 of this law was changed in paragraph 5 of Art. 2 of the Law "On OOO". Early, society was obliged to have a round seal, after the entry into force of changes in force, this duty was transformed into the right. Thus, allowing the society to do or not do round print at its discretion. Nevertheless, the law can still provide a duty of society to have a print. Also, information about the presence of printing should be reflected in the LLC Charter.
2. Federal Law of 29.06.2016 No. 210-FZ. And in this law, the changes were made by Art. 6. This time they touched P.3 Art. 8 of the Law "On OOO". Now, the founders, concluding an agreement on the implementation of the Company's participants, can not only refrain from their rights, but also to abandon their implementation. More, in paragraph 3 of Art. 8 A paragraph was added, who secured the duty of the participants, notify society about the fact of entering into an agreement on the implementation of the rights of participants in the Company, no later than 15 days from the date of its conclusion. Otherwise, the participants of the Company are not included in the contract, may require compensation to those obtained by them, as a result of not notification, losses.

However, there is another third regulatory act, which has already partially entered into force, but, a significant block of change in the Federal Law "On Limited Liability Societies" will only be valid from 01/01/2017 - Federal Law of 30.03.2016 No. 67-FZ.

Here is a list of changes that will be introduced by Art. 3 of the Law No. 67-FZ in the Law "On OOO":

• In art. 17 will be added p.3, which will introduce a compulsory notarization of the decision to increase the authorized capital and the composition of the Company's participants. It is interesting that this change creates a legal collision, that is, contradicts the norms of paragraph 3 of Part 3 of Art. 67.1 of the Civil Code of the Russian Federation, which states that decision making is notarized by the general meeting of the participants and the composition of the Company's participants is notarized, only if the Company's Charter does not provide for other ways to assign (with signatures of all participants using technical means and so on).
• In paragraph 5 of Art. 21 Words "notarized" after the words "at their own expense" will be introduced. Thus, the offer submits a participant who has intentions to sell its share in society must be notarized.
• Abz 3 p.5 tbsp. 21 will be supplemented and set out in another editorial office, but its essence will not change: the term of use of the preemptive right when buying a share may be longer than those specified in the law. To do this, it is necessary to provide a relevant term in the Charter of the Company.
• The first sentence of paragraph 11 of Art. 21 will be set out in a new edition, after which, all transactions on the alienation of the share must be notarized. If the notarial form is not allowed, this transaction is considered invalid.
• Exceptions from the notarization of transactions will be: transactions, with societies owned by society. The norm will remain in force, enshrined in Part 2 of Art. 24, which states that the charter may be envisaged to alienate the share of the society belonging to a third party. However, such a scheme does not carry any benefit, since the release of the participant, in any case, passes through a notarial certificate.
• P. 13 Art. 21 will be set forth in the new edition and complemented by another paragraph. This clause will provide an accurate list of documents required by the notary to assign transactions to alienate the share in society.
• P. 14 Art. 21 will be set forth in the new edition. Now, after the transaction on the alienation of the share in society, the notary submits a statement signed by the participant to the state registration authority to make appropriate changes. The application may be filed by mail or other methods. After the change in changes in force, such an application will sign the notary itself, assure its signature to print and submit to the state registration authority only in the form of an electronic document.
• P. 2 Art. 22 will be complemented by another paragraph, and paragraph 3 of the same article is set out in a new edition. After the change in changes in force, it will be enshrined that the agreement of the collateral of the share, which implies the occurrence of the collateral of the share or part of the share in the future, is now subject to notarization.
• Abs will be supplemented. 2 p. 2 Art. 23. If the participant voted against the commission of a major transaction, and he puts forward the requirement to acquire his share in society, such a requirement should be notarized.

Abz 1 p. 1 Art. 26 will be supplemented. A participant who wants to get out of society, among other things, is applying, which is notarized by all the rules of legislation on the notary in the Russian Federation.

The following changes are made:

Federal Law of 07/03/2016 N 360-FZ (ed. From 30.11.2016) "On Amendments to Selected Legislative Acts of the Russian Federation"
The beginning of the edition - 01/01/2017.
End of the action of the editorial office - 06/27/2017.

Changes made by Federal Law of 03.07.2016 N 343-FZ come into force on January 1, 2017.

Federal law of 05.05.2014 N 99-FZ from September 1, 2014, significant changes were made to Chapter 4 of the Civil Code of the Russian Federation "Legal entities". On the procedure for the application of this document in connection with the entry into force of the Federal Law of 05.05.2014 N 99-FZ, see Article 3 of this Law.

Federal Law of 08.02.1998 N 14-FZ
(Ed. from 03.07.2016)
"On limited liability societies"
(with change and add., Intr. in force on 01/01/2017)

Article 3.
Make a federal "law" of February 8, 1998 N 14-FZ "On Limited Liability Societies" (Meeting of the Legislation of the Russian Federation, 1998, N 7, Art. 785; 2009, N 1, Art. 20; N 29, . 3642; 2015, N 13, Art. 1811) The following changes:
1. "Article 17 clause 3" is complemented by the proposal of the following content: "The solution of the sole member of the Company to increase the authorized capital is confirmed by his signature, the authenticity of which should be witnessed by a notary.";
Note.
Clause 2 of Article 3 will come into force on July 1, 2017.
2. Article 31.1 ":
a) clause 1:
"The general meeting of the participants of the Company is entitled to transfer the Federal Notary Chamber to keep and storing the list of participants in the Company into the register of lists of participants in the Limited Liability Company of the Unified Information System of the Notary, the maintenance of which is carried out in accordance with the legislation of the Russian Federation on the notary.";
b) clause 6:
"6. In the case of paragraph three of paragraph 1 of this article, the Company's participants are obliged to report notaries in a timely manner to carry out a notarial action to make information into the register of the lists of participants in the limited liability companies of a unified information system for the change in information about their behalf or name, place of residence or Place of location, other information provided for in this article.

In this case, the sole executive body of the Company, if the other body is not provided for by the Company's charter, is obliged to report notaries to implement a notarial action to make information on the register of the lists of participants in the Unified Information System of the Notary Information on the Company's participants and about the shares belonging to them or parts of the share in the authorized capital of the Company, the shares or parts of the shares belonging to society, other information provided for in this article. "