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When choosing an organizational and legal form (individual entrepreneur or LLC), the main argument in favor of registering a company is often the limited liability of a legal entity. This is where Russia differs from other countries where the company is created for the sake of partnership, and not because of avoiding financial risks. About 70% of Russian commercial organizations were created by a single founder, who, in most cases, runs the business himself.

Many firms do not really function, not even earning a director's salary and not differing in profitability from a freelancer who provides services in his free time from hired work. Nevertheless, legal entities in Russia are registered as often as individual entrepreneurs.

If you want to know in detail how an organization differs from an individual entrepreneur, we advise you to read the article "", and here we will try to dispel the myth that registration of a company is the right way avoid losses in business.

Liability of a legal entity

First, let's find out where the confidence in what to lead comes from. entrepreneurial activity Is it financially secure in the form of an LLC? Article 56 of the Civil Code of the Russian Federation states that the founder (participant) is not responsible for the obligations of the organization, and the organization is not responsible for its debts. That is why the question: "What is the responsibility of the founder of the LLC?" the majority answers - only within the limits of the share in the authorized capital.

Indeed, if the company is solvent and pays off to the state, employees and partners on time, then the owner cannot be attracted to pay the company's bills. The created organization acts in civil circulation as an independent person, and is itself responsible for its own obligations. As a result, a false impression is created of a complete lack of responsibility of the owner of the LLC to creditors and the budget.

However, the limited liability of the company is valid only as long as the legal entity itself exists. But if the LLC is declared bankrupt, then the participants can be brought to additional or subsidiary liability. True, it is necessary to prove that it was the actions of the participants that led to the financial catastrophe of the company, but creditors who want to get their money back will make every effort for this.

Article 3 of the Law of 08.02.1998 No. 14-FZ: "In the event of the insolvency (bankruptcy) of the company through the fault of its participants, the said persons in the event of insufficiency of the property of the company may be entrusted with subsidiary liability for its obligations."

Subsidiary liability is not limited to the size of the authorized capital, but is equal to the amount of debt to creditors. That is, if a bankrupt company owes a million, then it will be collected from the founder of the LLC in full, despite the fact that authorized capital he contributed only 10,000 rubles.

Thus, the concept of limited liability within the authorized capital is relevant only to the organization. And the participant can be brought to unlimited subsidiary liability, which in a financial sense equates him with individual entrepreneur.

Manager and founder rolled into one

The subsidiary liability of the founder and director of an LLC for the obligations of a legal entity has its own characteristics. In a situation where the organization is managed by an employee general manager, some share of financial risks is transferred to him. According to Article 44 of the Law "On LLC", the manager is responsible to the society for losses caused by his guilty actions or inaction.

Liability for debts arises if there are such signs of guilty actions or inaction:

the conclusion of a transaction to the detriment of the interests of the enterprise managed by him, based on personal interest;
hiding information about the details of the transaction or not obtaining the approval of the participants, when there is such a need;
failure to take measures to obtain information relevant to the transaction (for example, information about the contractor has not been verified or clarified, if the nature of the work requires it);
making decisions on a deal without taking into account information known to him;
forgery, loss, theft of company documents, etc.

In such situations, the participant has the right to file a claim against the manager for compensation for damage caused. If the director proves that in the process of work he was limited by the orders or requirements of the owner, as a result of which the business became unprofitable, then the responsibility is removed from him.

But what if the owner acts as the manager of the company? In this case, it will not work to refer to an unscrupulous hired manager. The presence of outstanding debts obliges the sole executive body to take all measures to repay them, even if the owner is the only one, and, at first glance, does not infringe on anyone's interests by his actions.

Indicative in this sense is the ruling of the Arbitration Court of the Jewish Autonomous Region dated July 22, 2014 in case No. A16-1209 / 2013, in which 4.5 million rubles were collected from the founding director. Having a company that has been dealing with heat and water supply for many years, he announced a new company with the same name in the tender for the right to lease communal infrastructure facilities. As a result, the former legal entity was left without the ability to provide services, therefore it did not repay the amount of the previously received loan. The court recognized that the insolvency was caused by the actions of the owner and ordered to pay the loan from personal funds.

Tax debts

The Federal Tax Service of Russia is proud of the high collection of taxes to the treasury. We will not now discuss the legality of the tax authorities' working methods, we simply admit that they are not a good joke with. It is with private creditors that you can agree on writing off part of the debt or restructuring payments, and with the budget, the amount of debt in excess of 300,000 rubles will already be critical.

The responsibility of the founder for the debts of a legal entity to the state is also spelled out in the law.

Article 49 of the Tax Code of the Russian Federation: “If Money the liquidated organization is not enough to fully fulfill the obligation to pay taxes and fees, penalties and fines, the remaining debt must be repaid by the participants of the said organization. "

If the amount of tax arrears exceeds 300,000 rubles, and the repayment period is more than 3 months, then the organization is at risk. It is necessary to take all measures to pay off the debt or declare the LLC declared bankrupt, otherwise the tax inspectorate will do it, but already with the requirement that the head and / or founders be found guilty.

Attempts to withdraw assets from the organization so as not to pay tax arrears will also lead to nothing good. For example, in case No. А07-7955 / 2009, the Arbitration Court of the Republic of Bashkortostan brought the founders to subsidiary liability under the following circumstances.

The company, having tax arrears in the amount of 675 thousand rubles, transferred all its assets to another organization created by the same persons. The participants believed that in the absence of funds to pay the tax and the company was declared bankrupt, the obligations of the legal entity would cease. However, the tax inspectorate, by filing a lawsuit, proved the guilt of the owners of the company in the formation of arrears and collected the debt from their personal funds.

Of course, attracting the founder of an LLC for the debts of his company is more difficult and longer than that of an individual entrepreneur, because the bankruptcy procedure is quite lengthy. However, since 2015, tax inspectors have acquired another instrument of collection - within the framework of the initiation of a criminal case under Article 199 of the Criminal Code of the Russian Federation.

Thus, in the RF Armed Forces ruling No. 81-KG14-19 dated January 27, 2015, the court recognized the head and sole owner as responsible for non-payment of VAT on a large scale and confirmed the legality of recovering damage to the state from an individual in the amount of the unpaid tax amount. This decision, in fact, became a judicial precedent, after which all such cases are considered easier and faster. The founder, in addition to the obligation to pay the debt itself, also receives a criminal record.

Procedure for prosecution

From what moment does the founder become responsible for the activities of the LLC? As we said above, this is only possible in the process of bankruptcy of a legal entity. If an organization simply ceases to exist, having honestly paid off all creditors in the process, then there can be no claims against the owner.

The protection of the interests of the budget and other creditors is supported by the law of 10.26.02 No. 127-FZ "On insolvency (bankruptcy)", the provisions of which are in effect in 2019. It details the procedure for conducting bankruptcy and bringing to responsibility the managers and owners of the company, as well as those who control the debtor.

The latter refers to persons who, although not formally the owners, had the opportunity to instruct the head or members of the company to act in a certain way. For example, one of the most impressive amounts in the case of bringing to subsidiary liability (6.4 billion rubles) was recovered from the controlling debtor of a person who was not part of the company and did not formally manage it (Resolution of the 17th Arbitration Court of Appeal in the case No. A60-1260 / 2009).

The manager must submit an application for recognizing a legal entity as a debtor, but if he does not do this, then employees, counterparties, and tax authorities have the right to start bankruptcy proceedings. In this case, the party that has filed the claim appoints the selected arbitration manager, and this is of particular importance in attracting the owner to the obligations of the LLC.

In addition, in order to increase the bankruptcy estate, the plaintiff has the right to challenge transactions made during the year before the adoption of the application for declaring the debtor bankrupt. In the event that the transaction is made at prices below market prices, the challenge period is increased to three years.

In the process of considering an insolvency case, the director, business owner, and beneficiary are involved in litigation. If the court recognizes the connection between the actions of these persons and insolvency, then a recovery in the amount of the plaintiff's claims is imposed on personal property.

What conclusions can be drawn from all that has been said:

The liability of the participant is not limited to the size of the share in the authorized capital, but can be unlimited, and be paid off at the expense of personal property. There is no point in setting up an LLC just to avoid financial risks.
If the company is managed by a hired manager, provide for such an internal reporting procedure that allows you to have a complete picture of the state of affairs in the business.
Accounting statements must be under strict control, loss or distortion of documents is a factor of special risk indicating intentional bankruptcy.
Creditors have the right to demand the collection of debts from the owner himself if the legal entity is in the process of bankruptcy and is unable to answer for its obligations.
It is more difficult to attract the owner of an enterprise to pay off debts for a business than an individual entrepreneur, but since 2009 the number of such cases has amounted to thousands.
Creditors must prove the connection between the financial insolvency of the company and the actions / inaction of the participant, but in some situations there is a presumption of his guilt, i.e. proof is not required.
The withdrawal of assets from a company on the eve of bankruptcy is a significant risk of criminal prosecution.
It is better to initiate the bankruptcy procedure yourself, but this should only be done with the involvement of narrow-profile lawyers with positive experience in such cases.

The creation of an enterprise is the most important condition on the way of doing business. For any form of business, it is important to choose a management team that will solve all the main issues in the chosen form of ownership, be it LLC, JSC, ODO or educational institution where the founder will be in charge of the main business of the company or institution. These can be legal entities or individuals and foreign citizens. Each composition has its own procedure for registering an enterprise and features regarding rights and obligations.

Official permission of the legislation of the Russian Federation

List of persons eligible to be managers:

individuals who are capable citizens of the Russian Federation who have reached the age of majority;
not residents of the Russian Federation;
Russian and foreign legal entities.

The registration procedure for each composition of founders has its own nuances:

if the founder is a legal entity, then from the beginning of its activities it is necessary to notify the tax inspectorate by filling in the corresponding application;
foreign citizens must have in their hands all documents that indicate permission to stay and work on the territory of the Russian Federation. This should include a visa, a certificate from the migration department, identity documents translated into Russian and notarized.

Organizational matters

The agreement or decision on the establishment contains information on the timing of the payment of the share in the authorized capital, since the founder is a person who is materially dependent on his business and bears full responsibility for its development and risks incurred. The share is paid within 12 months from the beginning of the official signing of the documents on state registration.

The following penalties may apply to members who are not in good faith or violate the company's charter:

the lack of full payment of the amount of the share of the authorized capital leads to the transfer of the amount to the share of the entire company;
penalties, if any, in the terms of the contract;
voting rights, according to the amount contributed to the capital of the company.

Restrictions established by the legislation of the Russian Federation

After it became clear who the founder is, you can move on to the topic about persons who cannot accept this status. These include:

civil servants and the military;
deputies of the State Duma;
persons related to members of the Federation Council, administration, and so on.

Number of founders in a company or institution

In any field, the founders of institutions are the whole organization or a separate group of people who are the organizers of a particular type of activity. These include the following types of institutions:

organs state power and local government;
domestic and foreign organizations;
state and private foundations.

All activities of these institutions are controlled by the state executive authorities of the Russian Federation, the government and legislation. In this case, you can immediately understand who the founder is - a person who must report to the state and have certain rights and obligations, since the result of achieving common goals will depend on his activities.

First of all, this will depend on the very organizational and legal form of a particular institution. In this regard, a specific legal status and all the resulting rules of work are established. However, there are no uniform requirements, since for each type of institution, the founder is an individual or legal entity dealing with issues related to a specific type of activity.

Other features of managers

Control over the activities of any institution on the part of the founder is quite high, since in this case there is significant material responsibility and the result of the activity as a whole. It all depends on the type and type of the institution itself, which will determine the degree of competence of the manager in a particular issue.

In any case, the founder is a person who does not have a single list of rules and responsibilities for running a certain type of business. The more powers are assigned, the higher the degree of responsibility.

Fundamental rights of founders

The basic rights of founders include the following:

making decisions on the reorganization of an enterprise, company or institution, as well as their liquidation or change the type of activity in general;
termination of the contract with the head of a particular institution according to the rules established by clause 2 of Art. 278 of the Labor Code of the Russian Federation;
change of the head in accordance with the observance of guarantees established by labor legislation.

All these rules and powers that the founder of a company or any other institution possesses make it possible to competently dispose of property, monitor the order of business. All rights and obligations are spelled out in the charter of a specific type of institution, which must be observed, especially in the event of disputable situations and disagreements.

The people who found the company appoint a certain circle of founders. Thus, they can competently conduct this or that business with the direct participation of other allies, the composition of which can constantly change. A participant in a business or a specific institution can become a founder only after the official foundation of the company or its re-registration. Without the existence of founders, it is very difficult to competently manage this or that type of activity.

Establishment of a company- this is not only an independent future, but also a great responsibility to the state, subordinates, partners. On the one hand, there is freedom from obligations to the employer, on the other, there are many factors that can damage reputation and well-being, while the likelihood of losing everything is possible.

In order to run a business competently, without risking losing investments, it is important to determine in advance the organizational and legal form, get acquainted with the responsibilities and avoid actions that contribute to the exclusion from the co-owners.

The organizer of a new enterprise, who has a share in the business, receives benefits from it, controls its development and activities, is founder... One or several individuals or legal entities can be a founder.

Business owners can be legally competent adult citizens of the Russian Federation, foreigners, Russian and foreign legal entities.

Difference from the participant

The main difference is that the founder is the creator of the enterprise and the owner who retains his status for the entire period of activity of the LLC, OJSC, ODO, CJSC, while the participant is shareholder of the authorized capital of LLC.

More precisely, then:

The founder creates an enterprise, acquiring the status of a participant or shareholder.
The founder acquires the status due to the memorandum of association, and the participant - due to the fact that he owns a part of the authorized capital of the LLC.
The founder can create an enterprise of any organizational and legal form (LLC, OJSC, ODO, CJSC9, and participants can only own a share in LLC.
Information about the founders in the Unified State Register of Legal Entities will be unchanged, but about the participants may change.

Maximum number of LLC participants

The maximum number of LLC participants should not be more than 50 persons. If this number is exceeded, then the LLC for 1 year will be forced to change the organizational and legal form to OJSC... In case of refusal to transform, the company will be liquidated on the basis of a court decision.

The main responsibilities of the founder are:

drawing up the company's charter;
creation of authorized capital;
registration of the enterprise;
search for a legal address and provision;
registration with the tax office;
availability of the company seal and documents;
availability of a registration certificate;
the presence of one or more settlement bank accounts;
recruitment of personnel.

making a profit from the activities of the enterprise;
Availability complete information about the activities of the company;
access to all documents, reports;
the right to make decisions within the enterprise;
the ability to dispose of the owned share of the company at its own discretion (sale, alienation);
receiving part of the profit from the sale of the company.

The founder is responsible for bankruptcy if there is evidence of his involvement. There is no other way to receive the incurred loss.

As for the founders, their area of responsibility is much wider. Sometimes you have to independently make decisions that may turn out to be illegal and, accordingly, be responsible for them.

If the manager has not crossed the boundaries of permissible errors, then the situation not critical... If the leader has exceeded his authority, there comes a responsibility.

List of reasons for opening a court case:

transactions that resulted in losses;
provision of incorrect data on the documents being signed;
conclusion of agreements not agreed with other parties;
assignment of important documents;
signing unprofitable agreements;
cooperation with unreliable firms.

All losses due to the fault of the manager are reimbursed, the amount depends on direct, indirect damage or lost profits.

The founders can be the founders of a general partnership, limited partnership, limited and additional liability companies, open and closed joint stock companies.

Full partnership

A general partnership is members of an organization who carry out commercial activities on behalf of the partnership and in charge of their property.

Fellowship on Faith

In a limited partnership, not only business organizers who are responsible for their property take part, but also investors who do not take part in the company's activities, as well as who are not responsible for its actions.

The risk of depositors is that they may incur losses equal to their investments.

Limited liability company

LLC is an organization, the authorized capital of which is divided among the co-founders, if there are several of them. There is a possibility of incurring losses corresponding to the contribution, but there are no other obligations in relation to the activities of the LLC.

Additional liability company

ALC is a company, between the members of which parts of the authorized capital in shares are documented. In case of bankruptcy of one of the participants, the rest are liable in the amount of their contribution.

Joint-stock company

JSC - a company where the authorized capital is considered to be shares, the number of which is divided between the founders. The participants are not liable for the obligations of the joint-stock company, but they risk incurring losses in the amount of the value of the shares owned by them. AO happens two types:

Public corporation where co-owners have the right to transfer their shares to another person without the consent of the participants. On a legal basis, can issue and freely sell shares to anyone who wishes. This obliges the annual publication of the annual report on profit or loss, balance sheet, announcements of shareholders' meetings held in accordance with Federal Law No. 208-FZ and other information on securities and the stock market.
Closed joint stock company with the distribution of shares only between the co-owners of the business. Shares are not available for free sale, so only a limited number of people can own them.

Meeting of founders

Everything important decisions accepted on meeting of founders and everyone is unanimous decision is decisive for the firm. Meetings are scheduled, which are held annually and extraordinary, requiring urgent decisions.

How to hold a meeting of LLC participants is shown in detail in the video.

Responsible for timely notification of the meeting and preparation of documents executive agency in accordance with Article 35 of Federal Law No. 14-FZ.

Notice and other related documents are sent to all founders without exception by registered mail or other more budgetary, but in a reliable way a month before the meeting.

The notice must include information:

time, venue;
program of the event;
conditions for the introduction of additional questions.

Exists procedure for holding meetings... Before the start, the attendance of the participants is checked, registration is carried out.

Information entered into the protocol:

time, venue;
data of identity documents;
a list of issues to be discussed;
all necessary materials and documents;
Voting results;
decisions taken.

Within 10 days after the meeting, copies of the minutes should be sent to all participants.

Is it possible to exclude a participant from the composition

When one of the participants often violates obligations before other co-owners, the question of exclusion from society arises, regardless of what share in the business he owns.

The grounds for excluding a participant from the LLC are:

Regular violation of obligations regulated by the Charter to other participants: refusal to pay a share in the authorized capital on time and the right size, absence from meetings of shareholders without a valid reason, disclosure of confidential information about the organization.
Obstacle or complication of the activities of society, which interferes with going towards the goal.

Exclusion is possible only on the basis of judgment... There is a need for irrefutable evidence that the participant deserves to be deprived of co-owner status. To petition him in court, the plaintiff must have at least 10% of shares.

Change of founders, exit from LLC, settlement in 2018

Change of founder in 2018 requires compliance with the following algorithm of actions:

Acceptance of an application from a new participant for admission to the founders.
Registration of all changes made to the charter through the tax office by submitting a notarized statement (form P14001), the charter with amendments, minutes, registration certificate, extract from the unified register, payment receipt (state duty - 800 rubles).
A participant wishing to secede from the founders writes a corresponding statement. If the participant refuses to write an application voluntarily, then this is decided through the court.
Repeated appeal to the tax authorities with a notification of the change in the composition of the founders. It is required to provide a statement certified by a notary (form P14001), a statement of the resigned participant, a protocol.
Payment to a retired LLC member of the part of the authorized capital due to him.

Whether the business is successful or unprofitable depends on founder's abilities... Only a competent owner will be able to bring the company to a high worthy level without breaking the law and ensuring the stability of its staff.

The video describes in detail the difference between the head and the founder.

Founder - Legal or Individual who created the organization (company). The Founder is the owner of the created Legal Entity. The composition of the Founders does not change, since The Founder exists only at the time of the establishment of the Legal Entity and further has the status of a Participant(in the case of LLC) / Shareholder(in the case of PJSC, NAO, CJSC, OJSC) / Member(NP) etc.

Information about the Founders (members) of the company is stored in the Unified State Register of Legal Entities (USRLE). All changes to the Participants must be registered in the Unified State Register of Legal Entities of the Federal Tax Service of the Russian Federation (exceptions are joint stock companies). If the company is Joint-stock company(PJSC, NAO, OJSC, CJSC) the extract usually contains an entry about the registrar keeping an up-to-date register of shareholders.

If the Founder is an individual, the register indicates the full name, his TIN (if any), the par value of the share, the size of the share in percent, the date and number of the entry in the Unified State Register of Legal Entities. If the founder is a Legal entity: the register indicates the name of the enterprise, its INN / PSRN, the par value of the share, the size of the share in percent, the date and number of the entry in the Unified State Register of Legal Entities.

On the ZHESTNYBUSINESS portal, you can find out for free the composition of the Founders (Participants) of Legal Entities, obtain the complete data of the Unified State Register of Legal Entities, identify the affiliation (build connections) of the Founders.

The data on the portal is updated daily and synchronized with the nalog.ru service of the Federal Tax Service of the Russian Federation *.

You can search for Founders (Participants) for free by INN / OGRN / OKPO / Company name.

To search, use the search box:

The founders can be capable individuals and legal entities, including foreign ones. The founders determine the type of activity of the organization, the type of ownership (LLC, OJSC, CJSC, etc.), elect the Head of the organization, draw up the necessary documents for registering the company with the Federal Tax Service.

Basic rights of the Founder (Participant) of the Legal Entity:
1. participation in the distribution of profits;
2. obtaining reliable information about the activities of the company;
3. getting access to documentation, including accounting and tax reports;
4.acceptance management decisions;
5. sale of the owned share to the co-founders (in accordance with the rules of the Articles of Association);
6. withdrawal from the founders through the alienation of its share to the Company;
7. receipt of a part of the organization's property (in case of its liquidation).

Obligations of the Founder:
1. timely and in full pay for the share in the authorized capital;
2. maintain confidentiality about the activities of the company (keep commercial secrets).

We wish you fruitful comfortable work on the portal, using the search for Founders (Participants) of Legal Entities!
Your FAIRBUSINESS.RF.

* The data of the Unified State Register of Legal Entities / EGRIP are open and are provided on the basis of clause 1 of article 6 Federal law dated 08.08.2001 No. 129-ФЗ "On state registration of legal entities and individual entrepreneurs": Information and documents contained in state registers are open and publicly available, with the exception of information to which access is limited, namely information about identity documents of an individual ...

Organizational and legal forms are created and managed by individuals and legal entities. At first glance, the differences between participants and founders are purely formal and refer to procedural issues. However, a detailed examination of the issue allows us to establish a significant difference between the categories, which affects various aspects of the activity of a business entity.

Participant- an individual or legal entity that has a share in the authorized capital of a limited liability company. Having the right to participate in the activities of the organization and the distribution of profits, citizens and organizations can also alienate their share in favor of third parties.

Founder- a citizen or organization participating in the creation of a legal entity. Information about these persons is entered into the Unified State Register of Legal Entities and does not change throughout the entire period of the company's existence.

Founders can create various organizational and legal forms, including LLC, OJSC, ODO.

Comparison

Thus, the main differences lie in the very essence of these definitions. The founder is the person who creates the organization from scratch. After that, he retains his status forever, automatically turning into a shareholder, member, participant or shareholder (depending on the legal form). A participant can only be in a limited liability company, and he acquires his right by virtue of acquiring a share in the authorized capital.

Founders can create other organizational and legal forms, including OJSC, CJSC, ODO. Moreover, information about them is mandatory in the Unified State Register of Legal Entities in its original form. Information about the participants may change as the shares are alienated, that is, their sale, donation, etc.

Conclusions TheDifference.ru

Occurrence. Founders only create an organization, after which they become participants, members or shareholders.
Acquisition of status. The founders are such by virtue of the existence of a memorandum of association or application, the participants - by virtue of their ownership of a share in the LLC.
Applicability. The founders create a legal entity of any organizational and legal form, while participants can only be in an LLC.
Variability. Information about the founders remains in the Unified State Register of Legal Entities forever, information about the participants may change as the company operates.

Examples of the use of the word founder in the literature.

Patron Saint of Kulundinsky, Vasyugan, Barabinsky, Head of Beloyarsky and Norilsk, Protector of Achinsky and Nerchinsky, Count Evenki, Lord of Verkhneudinsky and Aginsky, Prince of Chita, Khabarovsk, Vladivostok and Primorsky, Supreme Shaman of Autochthonous-Sikhote-Alinsky, Founder Sakhalin, Baron Autonomous Jewish.

Thanks to the charm of their kinship with already trusted societies, their shares began to sell at a high premium and brought huge profits. founders.

It was then that Sergei Shakhrai proposed a legal mechanism for overcoming the political impasse - a situation in which the Union seems to exist legally, although it does not manage and cannot manage anything: the formula of the Belovezhskaya Agreement, the dissolution of the USSR by three states, which in 1922 were its founders.

One month was filled with meetings with founders and the main shareholders of the syndicate, with financiers, engineers, agents, hygienists, architects.

Out of twenty founders The union was mostly made up of good acquaintances and friends of Vernadsky: Petrunkovich, the Shakhovsky brothers, Grevs, Oldenburg.

Shelikhov took his hand off the table, stood up and abruptly, like a challenge, threw down: - I demand: the fair trade is equally divided between us by four into founders, although your nephew, Ivan Larionovich, and the captain's salary was not strong enough.

Vilnius Čiurlionis became one of the founders of the Lithuanian art society and the music section under it, directed the Kankles choir, organized Lithuanian art exhibitions, music competitions, was engaged in music publishing, streamlining Lithuanian musical terminology, participated in the work of the folklore commission, conducted concert activities of the choral conductor and pianist.

Founders Societies: Dutch citizen Albert Gerardovich Kaptein and temporary St. Petersburg 1st guild merchant Stanislav Antonovich Olshevsky.

By the founders this organization became the three largest trading companies: Pfaff, Amo and Kenmeister.

The wealth brought by the cartographic firm and other establishments at my fingertips became so great that we, founders, could afford from time to time sponsorship and charitable actions in relation to officers discharged from the army, and the number of our allies grew steadily.

Bishop of all Trita, self-chosen, fanatic of one religion, founder A detachment of keepers of the faith.

A commercial organization does not have the right to transfer property for free use to a person who is its founder, participant, head, member of its management or control bodies.

To legal entities, on whose property their founders have ownership or other property rights, include state and municipal unitary enterprises, including subsidiaries as well as owner-funded institutions.

That's why wise founder republics, striving with all their soul not for their own, but for the common good, caring not about their heirs, but about the common homeland, should try in every possible way to seize autocracy.

So, I think, my dear Hermogenes, that the first founders names were not simpletons, but they were thoughtful observers of heavenly phenomena and, I would say, subtle connoisseurs of the word.

The founders of a legal entity are called its founders and organizers.

As a rule, they participated in the formation of the property of the enterprise, assumed the obligations set out in the constituent documents. A legal entity can be organized by other legal entities, individuals, as well as foreign entities and enterprises. If the founder is the only one, he creates the company by written decision. And if there are two or more of them, it is required to draw up a memorandum of association with a decision on the creation of a company and an indication of the status of each participant. Change of founders of a legal entity: what is meant by this procedure? The article gives the concept of a founder, describes the rights and obligations of this member of the enterprise.

Who are the founders of the LLC?

The founders of an LLC are persons and companies who organized the company, as well as who took part in the formation of its capital. They are not responsible for the obligations imposed on the enterprise itself. Although there are some cases of liability provided by law, set out in the Civil Code and others regulations... Information about them must be entered into the Unified State Register of Legal Entities.

In Russian law, this concept means the same as the creator of an organization. It is not synonymous with the word participant or member, because the term is valid only at the time of the establishment of the enterprise. For the same reason, the composition of the founders is unchanged, with the exception of the case when one of them leaves the LLC. Previously, there was no definite distinction between the terms "founder" and "participant". Inaccuracies in the application of the concepts are still allowed.

A change in the composition of the founders is possible upon leaving the company. According to Art. 40 of the Civil Code of the Russian Federation, one or several individuals and legal entities can organize a company. If the participant is the only one (he is also the founder of the company), replacement is possible when he leaves the company and a new member with similar rights and obligations joins.

Foreign citizens, organizations under the legislation of the Russian Federation can also be founders of companies. Each enterprise has constituent documents reflecting information about the founders, their rights and obligations. This package is compiled upon initial registration.

Founder's rights

The founders of an enterprise can be the owners of its property or be authorized by the owners. In the latter case, they have the right to:

economic management;
operational management.

With the consent of the owner of the property, these legal entities and individuals can organize other companies. The creator of the enterprise can stop being a member of it (stop participating). At the same time, established order... And a new member (or participant) of the organization can appear in it by simply buying a share in the authorized capital. However, he will not be the founder.

Recently, there have been legislative changes indicating the lack of advantages for the founder over other participants. This status can have:

workers;
employees;
employees of the enterprise, having labor rights, separate from the rights of the organizers of the company.

As a founder, it is possible to be both an administration and a worker at the same time.

The rights of the founder, as a participant, are predetermined by the constituent documents, the Charter of the enterprise, the Agreement.

The decision of the sole participant to establish an enterprise by him is a unilateral transaction. Legal entities can have various organizational and legal forms, which correspond to individual laws that also define rights.

Founders, like other members, can hold positions in their organization for a salary. They have the right to receive dividends - a quarterly or annual distribution of profits to members. This possibility is described in the charter.

The rights of the founders can be described by the following list.

Enterprise management.
Obtaining information on activities and accounting reports.
Receiving profit, which is proportional to the share in the authorized capital.
The right to withdraw from the LLC and receive its share.
The right to dispose of their shares: sale, purchase of other shares.
In the event of liquidation of an enterprise, the founder can claim the property remaining after the settlement of loans.

Rights arise from the moment the enterprise is founded.

Responsibility of the founder

Obligations, like rights, are predetermined by the constituent documents. The measure and type of responsibility are also described there. On the other hand, there are laws that correspond to specific forms of legal entities.

The approximate content of the memorandum of association listing the conditions is regulated by article 41, paragraph 4 of the Civil Code of the Russian Federation (Civil Code). Clause 3 of the same article indicates the existence of the subject and purpose of the activity, which the founders are obliged to indicate when establishing the enterprise. According to these concepts, the duties of the members and their responsibilities will be determined.

The responsibility of the founder of the company is related to the fulfillment of the following duties.

Activities and responsibilities of the enterprise.
Implementation of decisions of the general meeting or sole decisions, if the company has 1 member.
Non-disclosure of information about activities.
Responsibility of its share in the authorized capital for the debts of the enterprise.
The obligation to contribute a share in the authorized capital when the company was founded for subsequent liability for possible debts.

The responsibilities of the founders and management are the same. Obligations and responsibilities arise from the moment the company was founded.

Settlements with founders

The founder of the organization invests in its authorized capital, property. He has the right to profit from the results of activities. The constituent agreement stipulates the shares of the participants, one of which is the founder. As well as the corresponding portions of the distributable profits.

Withdrawal of funds is made in several ways. The following are legal:

Dividend- funds remaining after taxes and fees. This is the net profit divided among the participants in proportion to the share of the capital.
By the decision of the company, these finances (or part of them) can be directed to the development of the enterprise. Then no dividends are paid. According to the "Law on LLC", the payment is made on a quarterly basis with a tax deduction of 9% of the amount. But not more often.
Prizes possible if the founder works for the company. For example, holds a position. Tax will be charged.
Payment for services... Example: the founder is at the same time an individual entrepreneur who provided services to an LLC under a contract.

Change of the founder of a legal entity

Changing the founder of a legal entity is not a completely correct concept, since only founders of an enterprise can be such at the time of its formation.

In a situation where one of them leaves the membership, the change of the participant occurs after the alienation of the share of the capital of the enterprise or the entry into the company of a new member. This event must be registered in the Unified State Register of Legal Entities. The constituent documents also change in relation to the composition and size of the capital.

The situation is somewhat different when changing the only founder who is not specified in the charter. Then it is not necessary to change the constituent documents. After registering the share of a new participant in the Unified State Register of Legal Entities, he can amend the charter. And also leave the document unchanged, as it suits him. The procedure for changing the composition of a legal entity upon withdrawal of one of the founders and the entry of a new participant is as follows:

The exiting person writes a statement to the company about his departure. The firm gives him a share of the capital, or it is sold, assigned to other participants, third parties.
A recalculation of the authorized capital and its distribution among the remaining participants is made.
Changes in composition and capital are recorded.
A new member entering the society writes an application for membership, indicating what share he is applying for and how much he makes a contribution to capital.
The authorized capital is increased due to the share of the new participant.
All changes are recorded.

The founders of the LLC are the persons and companies that organized the company.

Founder's exit

In a situation where one of the founders leaves, while the others remain, the following actions take place.

The outgoing person submits an application to the company that he is leaving the founders.
The company gives it a share at its cost for the last financial period. Or it is calculated on the basis of the Charter.
The rest redistribute the capital less paid to the departed.
Changes related to the withdrawal of the founder are registered with the MIFNS.

When the founder of the enterprise leaves its structure, the rights and obligations are transferred to other members.

More information on the liability of the LLC founders in this video:

You can find additional information on the topic in the section Documents for customs clearance.

Founder

Founder- a legal entity or an individual who created an organization - a legal entity. He is the full owner of his organization, manages its activities and makes all important decisions.
In most cases, the founders cannot be persons who do not have legal capacity and legal capacity.

The sole founder creates a legal entity by his decision in writing, two or more founders sign the protocol on the establishment and conclude an agreement on the establishment of the company.

The composition of the founders does not change, since the founder exists only at the time of the foundation of the company, subsequently he ceases to be a founder and becomes a participant, shareholder, member. Information about the founders of the legal entity is contained in the Unified State Register of Legal Entities.

LLC can be established by both residents and non-residents. The number of founders should be no more than fifty.

Each member of a limited liability company is obliged to contribute in a timely manner to the authorized capital the amount of the share determined by the agreement on foundation. The founders of the LLC, on a quarterly or once a year, receive profit in the form of dividends in an amount proportional to the share of monetary funds contributed by them to the charter capital. The amount of dividends is determined by the management body of the company, which is appointed by its owners.

The company is obliged to maintain a list of members of the company with limited liability, as well as all data on the members of the LLC are reflected in the unified state register of legal entities.

As for joint stock companies, information about shareholders, or rather the register of shareholders, is maintained by a professional organization, with which the joint stock company concludes an agreement on maintaining the register of shareholders. The holder of the register of shareholders is a professional registrar with a special license to carry out activities.

REGISTRATION SERVICES LLC V EXCLUSIVE PROCESSING

Date Created: 08/13/2017 23:08:55

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Information about the Founders (members) of the company is stored in the Unified State Register of Legal Entities (USRLE).

All changes to the Participants must be registered in the Unified State Register of Legal Entities of the Federal Tax Service of the Russian Federation (exceptions are joint stock companies). If the company is a Joint Stock Company (PJSC, NAO, OJSC, CJSC), the extract usually contains an entry about the registrar keeping an up-to-date register of shareholders.

The data on the portal is updated daily and synchronized with the nalog.ru service of the Federal Tax Service of the Russian Federation *.

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