Responsibility of the founders of LLC. Law on Limited Liability Companies

Open Company create a little or one person, putting in it the authorized capital. If there are several founders, the necessary amount is divided into parts, according to the documents. The first and most important of these is the organization's charter. It contains the main information about the company: on the founders, principles and principles of operation and so on. The article is devoted to the question of what responsibility the founders of the LLC have today.

Founders and their number

A limited liability company may be created by Russian citizens in the number from 1 to 50 people. In addition to physical persons, legal persons can also be founders. If the creator of the company is one person, then all issues are usually resolved quickly, without unnecessary discussions, the powers of the founder of the LLC are clear and transparent. However, in the case of interest holders, the situation becomes somewhat more complicated, since they may have exactly the opposite views.

Therefore, when there are a lot of them, a governing body is created: a general meeting. It is from his decisions that the fate of the company and the answers to the most important questions depends. At the general meeting, an executive body is appointed that carries out the activities of the organization and is responsible for the actions of all employees.

Share of participants

All founders of a limited liability company contribute a nominal share, the size of which is determined in fractional and percentage terms. The amount is determined by the law adopted at the time of registration of the organization.

At the same time, the authorized capital can not be less than 10,000 rubles. Up to 20,000 rubles the incoming common property can be assessed by the participants of a limited liability company. With a higher amount, a professional appraiser is invited.

Funds of the authorized capital are expressed only in rubles. Co-investors contribute property valued in money, things or real estate with the rights confirmed to them. The contribution to the authorized capital is carried out with supporting documents on the right of possession. Copies of invoices or payments should also be provided. In order to determine the final cost, sign the relevant act or store the document from an independent appraiser.

Management of LLC founders

The founders of a limited liability company set up an organization to generate profits through the implementation of certain activities. For certain areas, licenses may also be required. LLC, as a rule, opens for an unlimited period of time, unless otherwise stipulated by the charter itself.

As mentioned, the main governing body is the general meeting, where the executive body is elected, often in one person, as a general director. The head acts in the interests of co-investors. If he causes damage due to his unskilled activities, he is responsible.

The founders of the LLC often number 20 or more. In this case, it is necessary to create an audit commission. It may include not only some founders. Participation is also permitted of those who are not interested in the results of the organization's activities.

Material liability

If the valuables are lost during the performance of the work or when the CEO is idle, he must be held liable for this. It includes reimbursement of the costs of the person whose rights have been violated, as well as payment for the cost of damaged or lost property, which may include lost profits.

If the manager acts unlawfully, he may be subject to subsidiary liability. The founders of the LLC, for example, may be troubled by the fact of bankruptcy (in fact, prior to this stage, the CEO could bring the organization intentionally) or revealing facts of distortion of accounting and other reporting.

Criminal liability

Illegal actions may lead to criminal liability for economic crimes or crimes against the human person. For these types of criminal offenses there are different penalties. A criminal can get off fine or lose his freedom. In this case, measures can be combined.

If the significance of the crimes is small, then the offender must pay a fine as punishment. If the unlawful actions were of a serious nature, then they are punished by imprisonment.

Types of crime and punishment for them

Consider several types of crimes and punishments for them.

For the next series of criminal offenses, a fine of up to 300,000 rubles may be imposed, or imprisonment up to 7 years, as well as public works.

The responsibility of the founders of the LLC and, in particular, the manager extends to non-payment of taxes, deliberate bankruptcy, non-return of funds due to illegal manipulation and non-payment of large sums of money.

Due to various kinds of discrimination in hiring, unlawful dismissal of unprotected citizens, violation of the rights to invention, obtaining of classified commercial information and other information through the use of physical influence, criminal liability is provided.

In addition, actions that, although fall under the article of the CoaP of the Russian Federation, but are committed on an especially large scale, become criminal offenses.

More serious punishment, namely a fine of more than 300,000 rubles, imprisonment for more than 12 years or correctional labor for 5 years, await the offender in the following cases:

• If the information is distorted in the tax authorities in order to obtain the status of bankruptcy, money bribery and bribery.
• With the proven fact of large money laundering, concealment of large amounts or property failure to reduce tax debts.

Administrative Responsibility

For the commission of less serious offenses, the responsibility for the CoaP of the Russian Federation comes. So, a fine of up to 5000 rubles the head of the company is punished in the following cases.

• With constant deception of customers, violation of the registration procedure, changes in information for the tax.
• When working without obtaining an appropriate license, concealing information about bank accounts and refusing to file a tax return.
• With the systematic violation of sanitary regulations at the enterprise, the deterioration of the epidemiological situation, ignorance of accounting statements.
• In violation of the rules of trade.
• In violation of reporting with the currency.

Up to 30,000 rubles fine, as well as a three-year disqualification to the general director is threatened in the following cases.

• When the organization is brought to bankruptcy, illegal elimination of competitors.
• When replacing products with a quality certificate for cheap analogs, non-compliance with sanitary standards and technical specifications.
• In case of non-observance of the rules, regulated at general meetings and illegal making of important decisions.

The head can wait for a fine and over 30,000 rubles in the following cases.

• In violation of fire safety rules.
• When hiring foreign citizens without properly registering a special permit for this.
• At concealment of information about the account in the currency of other states abroad (the fine in this case reaches 50,000 rubles).
• In case of illegal currency transactions, liability is provided from one-third to the full amount of revenue for violating the time limits for the return of currency funds to Russia.

Liability for debts

If you read the law "On Limited Liability Companies," you can find out that the founder is not liable for the debts of the organization. At the same time, LLC also does not repay the obligations of this person. But there may be cases in the charter, when members of a limited liability company are still attracted to it.

For example, a founder can be obliged to pay a sum of money, but not higher than the one that was paid to them in the authorized capital.

Due to incorrect management, the organization can be brought to the state of bankruptcy. As mentioned above, in this case, the responsibility may be borne by the head of the LLC. At the same time, the law on limited liability companies provides for subsidiary liability for this type of offense.

If the enterprise is liquidated in the procedure of bankruptcy procedure, then the organization's debts must be paid. If the property of the founder of the LLC is insufficient to pay it off, you will have to pay with your monetary and material values.

Responsibility for different LLCs

There are times when an LLC is created from a partnership. Then the former comrades, and now full participants are responsible for two years for debts.

There are situations when the founder of the organization is a legal entity. Then, if there is a debt on the subsidiary company , he will also have to bear responsibility if the share of the founder is such that it can affect the resolution of issues submitted to the general meeting. A subordinate organization may even require a head compensation for losses that arose from the wrong influence of the main founder on the company's activities.

Moreover, the parent organization is also responsible to the tax authorities in the event of the liquidation of a subsidiary. She will have to pay the main fines and penalties at her own expense or, if there is such an opportunity, from the amounts received after the sale of the property of the subsidiary.

However, the rights of the founder of the LLC, as well as his responsibility, are distributed in accordance with the size of the part of the authorized capital that was introduced at the registration of the organization.

Liquidation of the enterprise and creditors

When an enterprise is liquidated, the founders are obliged to pay court costs and fees only when they are assigned subsidiary responsibility.

The lender should try first of all to get a debt from the main debtor. If this is not possible, the material indebtedness is presented to the person bearing subsidiary responsibility.

There are, however, situations in which a person who carries subsidiary responsibility has sued the principal debtor for an amount at which the creditor's claims would have been paid. In this case, the creditor can not claim from him subsidiary responsibility. The guarantor notifies the creditor. And if the latter again makes his demands, he has the right to demand that the main debtor be held accountable.

Conclusion

Open Company actively work not only in Russia, but also abroad. Such enterprises conduct their business very successfully, for example, in France and Germany. Since there is little need for initial investments to conduct business, and one, three founders, ten and even fifty can participate, this form has all the chances to survive for a long time, remaining popular. At the same time, the founders are aware that, by creating it, they will still be responsible for the future fate of the organization.