Limited liability company is a popular business tool.
Within the limits of their shares, LLC participants will receive dividends and bear the risk of losses. Consequently, the participants of the company risk only that they contributed to the authorized capital – this is the essence of the term “limited liability. For the obligations of the company, its members are not liable.
50 people – the maximum number of participants in a limited liability company. If this number is exceeded, the law requires that the organization be transformed into a joint stock company within a year.
The minimum amount of the authorized capital for the establishment of a limited liability company is only 10,000 rubles. The sizes of shares of all LLC participants in the authorized capital are determined in advance and are fixed in the contract. In addition, the contract must specify in what form each participant will pay their share – in cash or property.
With a monetary form of payment for a share, everything is clear – the amount corresponding to the share of the company’s participant in the share capital is entered. With property is somewhat more complicated.
Property form means that the participant can pay his share in the authorized capital with securities, computers, office equipment or furniture for the office of the company – with any things or property rights that can be estimated in monetary terms. Property can not pay only the minimum share capital – it is contributed exclusively in cash. That is, if the authorized capital of a company is, for example, 70,000 rubles, 10 of them need to be deposited in cash, the remaining 60,000 may be property.
To evaluate the property contributed to the authorized capital, it will be necessary to involve an independent expert. The cost of the assessment, its performer and the order of payment – all this must be fixed in the agreement on the establishment of the LLC.
The valuation of the property, which the participants of the LLC contribute as payment for their shares in the authorized capital, must be approved by a unanimous decision of the general meeting. In this case, “set off” the property contributed as a share is more expensive than an independent appraiser assessed it, the founders are not eligible.
Each participant of a limited liability company after its state registration is obliged to pay its share in the authorized capital. The term of payment is established by the agreement on the creation of an LLC, but cannot be more than 4 months from the date of registration.
Everything that the participants have contributed to the authorized capital ceases to be their property and becomes the property of a limited liability company.
The constituent document of a limited liability company is the charter. It regulates the functioning of the LLC, the relationship between its founders, the distribution of profits and other issues. For example, the charter may limit the maximum size of a share of a company’s member in the authorized capital, as well as the possibility of changing the ratio of shares in it and so on.
With a certain periodicity, for example, once a quarter or every six months / year, a limited liability company has the right to decide on the distribution of its net profit among the participants – this is done at a general meeting of the founders. Dividends are distributed in proportion to the shares of participants in the company in its share capital. But the charter may establish a different procedure for the distribution of profits.
numbering- small.pngExit from LLC
Withdrawal from a limited liability company can occur at the request of the participant or in the case of the sale of his share in the authorized capital. But at once we will make a reservation that the law does not allow the withdrawal of its last participant from the LLC – in this case, the liquidation procedure of the company is launched.
The exit procedure is prescribed in the company’s charter. If a member of the company decides to leave his ranks, he needs to write a statement, the consent of the other founders is not required. The participant leaving the LLC shall be paid the actual value of his share on the basis of accounting data. In other words, at the exit from the LLC, the former participant will receive a part of the value of the company’s net assets in proportion to its share in the authorized capital.
A limited liability company is considered registered from the time it is entered in the Unified State Register of Legal Entities (USRLE). The USRLE is a federal information resource and contains information about a legal entity and its constituent documents.
Recall that if a participant in an LLC contributed to the authorized capital, say, a computer, then he would not be able to pick it up when leaving the company – this is already the property of the LLC.
The member who sold his share in the share capital automatically leaves the LLC. Under the law, a share can be sold to one or several participants of a limited liability company without the consent of other participants of this company, if this does not contradict the charter.
If the participant intends to sell his stake in the authorized capital to a third party, he must first offer to redeem it to the remaining co-owners.