A legal entity is an organization that is legally registered, has property, disposes of it, and is responsible for its obligations. She can be a plaintiff or a defendant in court, acquire and exercise personal non-property and property rights, and take obligations. She must have an estimate and an independent balance.
An individual is a subject of law. This is every real person who has rights and obligations in fact of his existence, has equal opportunities with other people.
It may also have the status of an individual entrepreneur, but is never a legal entity. If a person is registered as an individual entrepreneur, labor and civil law may apply to him, unless otherwise provided by law.
In the article we will consider in detail all aspects that will help to establish exactly: LLC is an individual or legal entity.
Features of LLC
A limited liability company (LLC) is a typical example of a legal entity. The participants of such an organization are liable for obligations within the authorized capital, which is divided into shares of participants. These shares are not securities, and therefore an increase in the authorized capital is a fairly simple procedure.
Thus, a legal entity is such an organization that owns or possesses certain property, separate from the property of participants. It is liable for its obligations, exercises and acquires various rights, and also bears obligations. LLC, as a legal entity, must necessarily comply with all the above signs.
Is an LLC an individual or a legal entity?
An LLC is a type of entrepreneurial activity in the form of an organization established by several people, created with the help of capital, which consists of shares contributed by participants. Such an enterprise is established for profit, it can conduct a variety of activities that are not prohibited by law. For some types of activities, the LLC must obtain a special state permit (license).
The number of LLC participants may not exceed 50 people. Otherwise, the company must be transformed into another form of management. Before creating such a legal entity, it is necessary to determine how many founders will be present in its composition.
The presence of separate property, which is accounted for on an independent balance sheet, responsibility within this property, participation on behalf of the LLC in civil relations, and not on behalf of the founders, the right to protect the interests of the organization in court and the availability of state registration - all these grounds give the right to believe that the LLC is It is a legal entity, not an individual.
Advantages and disadvantages
The disadvantages and advantages of this form of management are quite diverse. LLC is a legal entity, and this gives it the right not to answer for the obligations of its participants. The advantages of this form are also:
- Founders run the risk of receiving losses only to the extent of the cost of their part in the authorized capital.
- The management structure is determined by the founders independently.
- Lack of obligation to inform publicly about the results of their activities (if this is not established by law).
Cons of LLC are:
- The withdrawal of a participant withdraws his share from the capital, which negatively affects the conduct of business.
- Quantitative restriction of participants.
- The expressed state control.
In general, it can be noted that LLC has many fewer minuses than pluses. The legal status of such an enterprise arises from the moment of its registration with the Unified State Register of Legal Entities.
Company Creation
The process of organizing a company differs between an individual and a legal entity. Creating an LLC as a legal entity is a chain of several important steps. The first thing to do when registering is to choose a name for the company. The title is subject to certain requirements, for example, it must be issued in Russian.
This is followed by the registration of a legal address at which departments will contact the company: send letters, requests, notifications and requirements. There may also come a check, even an unscheduled one. The company has the right to inspect, for example, the Tax Inspectorate.
Then you need to select activity codes. For this, there is a special guide to OKVED. Each type of activity has a specific digital code and name. This code will check the tax system and calculate the contribution rates.
If you still have doubts about whether: LLC is an individual or legal entity, you should pay attention to the mandatory compilation of constituent documents by a legal entity. To register an LLC, you need:
- charter;
- decision to create, if there is one participant;
- the minutes of the general meeting or the establishment agreement, if there are several participants.
After all the above steps, it will be necessary to determine the taxation system of the LLC, apply for registration and wait for the receipt of ready documents.
Tax system
Taxation is another important aspect that clarifies the issue: LLC is an individual or legal entity. The tax system is established before the registration of the LLC and may differ from the taxation of individual entrepreneurs. By default, all organizations use a common system. They pay income tax, VAT and other taxes. However, the LLC may choose a special mode, for example, UTII and USN. Individuals do not have such opportunities.
LLC registration
In order to create an LLC, it is necessary to submit an application to the tax authority (form P11001). The tax office should be selected by location. This should be the registration authority, and not just an inspection, where you can file declarations.
The application must be signed by each founder. You can sign a statement with a notary, and in this case, a personal visit to the tax authority to all members of the LLC will not be required.
An application for registration can also be submitted on the website of the State Service. This requires a special program and a qualified electronic signature. The applicant may be the director of the company or one of the founders.
The receipt of payment of state duty is indicated in the list of documents in the legislation on registration of LLC. However, now this document is not included in the list of binding. If registration takes place electronically, the state fee is not paid.
After state registration, the question - LLC - is it a person: physical or legal, disappears by itself.
Documents receiving
When creating an LLC, the application must specify the email address. Registration documents should come exactly there. To receive paper documents, a separate application should be issued.
It takes 3 business days to register an LLC. The fact of the successful completion of such an event is confirmed by the following documents:
- register sheet in the register (form No. P50007);
- constituent document in which there is a mark of the registering authority;
- paper on registration with the authority of the Federal Tax Service.
Founders
Founders of LLC - individuals or legal entities? These are individuals who duly expressed their will to create a company, as well as made a certain contribution to its authorized capital. They have binding rights regarding the organization. This means that the transfer of property to capital will terminate the founder’s ownership of such property. However, it will arise in the organization after making an entry in the Unified State Register of Legal Entities on the creation of an LLC.
The prevalence and attractiveness of doing business in this organizational and legal form is due to the fact that:
- the company is not liable for the debts of the founders;
- participants are not liable for the obligations of the organization with personal property.
Share capital of LLC
The authorized capital of an LLC is the amount of money recorded in the constituent documents of a company that has passed state registration.
The minimum capital of this form of management is 10,000 rubles. You can deposit it only with money. The contribution of the authorized capital by property is possible only in addition to the minimum amount.
For some organizations, the minimum capital is slightly higher, for example:
- 100 000 000 rub. - in a sweepstakes or bookmaker for the organizer of gambling.
- 300 000 000 rub. - for banks, 18,000,000 and 90,000,000 rubles. - for non-banking institutions (depending on the type of license).
- 60 000 000 rub. - for the insurer, which provides medical insurance, and 120 million rubles. - for other insurers.
- 80 000 000 rub. - for LLC engaged in the production of alcoholic beverages.
The amount of the authorized capital cannot be less than the minimum defined by law. Accordingly, the authorized capital must always correspond to the minimum, and not only at the time of registration of the enterprise. If the capital of the LLC does not meet the required, then it must be increased.
Obligations and rights of founders
This is also important. The rights and obligations of LLC participants are determined in proportion to their shares in the authorized capital. Nevertheless, there is a list of rights that all founders of an LLC possess, both legal entities and individuals:
- to participate in the management of LLC;
- to participate in the distribution of profits;
- to sell his share to another person;
- on familiarization with documents reflecting the financial condition of the organization;
- to exit the LLC, regardless of the consent of the other participants and reimbursement of their own financial resources;
- to additional rights, which are determined by the charter of the LLC;
- to participate in the distribution of the remaining property during the liquidation of the LLC.
The duties of the founders of the LLC include:
- making contributions to the authorized capital in accordance with the terms, sizes and procedure for making, which are reflected in the constituent documents;
- obligation not to disclose confidential information about the company;
- other duties prescribed in the constituent documentation.
Participants are responsible in the amount of the invested amount of financial values in the authorized capital. Participation in civil relations on behalf of the LLC, and not on behalf of the institution is another argument in the dispute - the LLC is a legal entity or an individual.
Managment structure
In order to finally understand: LLC is an individual or legal entity in the Russian Federation, it is necessary to contact the organization’s management. For LLC, a two-level management system is considered mandatory. The highest is the general meeting of participants, consisting of founders or elected legal representatives. Ongoing management of activities is carried out through the executive body, which may be represented by the president of the company or the general director. The executive appoints the general meeting of the founders of the LLC, and its activities are controlled by the auditor or the audit commission.
So, now you can accurately answer the question: LLC - is an individual or legal entity. According to all the signs of organizational and legal affiliation, given in the article, we can confidently say that LLC is a legal entity.