LLC is created by several or one people, investing in it the authorized capital. If there are several founders, then the required 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: about the founders, principles and fundamentals of functioning, and so on. The article is devoted to the question of what responsibility of the founders of the LLC today is.
Founders and their number
Limited liability companies can create citizens of the Russian Federation in an amount of from 1 to 50 people. In addition to individuals, founders can be legal entities. If the creator of the company is one person, then all issues are usually resolved quickly, without too much discussion, the powers of the founder of the LLC are clear and transparent. However, in the case of interest holders, the situation is somewhat complicated, as they may have directly opposing views.
Therefore, when there are a considerable number of them, they create a governing body: a general meeting. The fate of the company and the answers to the most important questions depend on his decisions. 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 pay a nominal share, the amount of which is determined in a fractional and percentage ratio. The amount is determined by the law adopted at the time of registration of the organization.
At the same time, the authorized capital cannot be less than 10,000 rubles. Up to 20,000 rubles, the incoming common property may be assessed by the participants in a limited liability company themselves. At a higher amount, a professional appraiser is invited.
Equity capital is denominated only in rubles. Interest holders contribute property valued in banknotes, property or real estate with rights confirmed to them. Contribution to the authorized capital is made with supporting documents of ownership. Copies of bills or bills must also be provided. In order to determine the final cost, they sign the corresponding act or store a document from an independent appraiser.
Management of the founders LLC
The founders of a limited liability company create an organization with the aim of making a profit through the implementation of certain activities. For certain areas, licenses may also be required. An LLC, as a rule, opens for an unlimited time, unless otherwise specified by the charter itself.
As mentioned, the main governing body is the general meeting, where the executive body is elected, often in one person, in the form of a general director. The head acts in the interests of interest holders. If he causes damage as a result of his unqualified actions, he is liable.
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 one founders. Allowed to participate and those who are not interested in the results of the organization.
Material liability
If during the performance of work or in the inaction of the Director General, values are lost, he must be held liable for this. It includes reimbursement of expenses of whose rights have been violated, as well as payment of the value of damaged or lost property, which may include lost profit.
If the manager acted unlawfully, he may be charged with subsidiary liability. The founders of an LLC, for example, may be worried about the fact of bankruptcy (after all, the general director could have deliberately led the organization to this stage) or the facts of misrepresentation of accounting and other statements.
Criminal liability
Unlawful actions can lead to criminal prosecution for economic crimes or crimes against the human person. For these types of criminal offenses, different penalties are provided. The offender may get off with a fine or be imprisoned. In this case, measures can be combined.
If the significance of the crimes is small, then the offender must pay a fine as a punishment. If illegal actions were serious, then they are punished with imprisonment.
Types of crimes 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 of up to 7 years, as well as community service, is provided.
The liability of the founders of the LLC and, in particular, the leader extends to tax evasion, deliberate bankruptcy, non-refund of funds due to illegal manipulation and non-payment of large sums of money.
Due to all kinds of discrimination in hiring, illegal dismissal of unprotected citizens, violation of the rights to invention, obtaining secret commercial information and other information through the use of physical exposure, criminal liability is provided.
In addition, actions that, although they fall under the article of the Code of Administrative Offenses of the Russian Federation, but are committed in especially large amounts, pass into the category of criminally punishable acts.
A more serious punishment, namely a fine of more than 300,000 rubles, imprisonment of more than 12 years, or correctional labor for 5 years, awaits the offender in the following cases:
- In case of distortion of information in tax authorities in order to achieve bankruptcy status, money bribery and giving bribes.
- With the proven fact of large money laundering, concealing large amounts or property neglect in order to reduce tax debts.
Administrative responsibility
For committing less serious offenses, liability arises under the Code of Administrative Offenses of the Russian Federation. So, with a fine of up to 5,000 rubles, the head of the company is punished in the following cases.
- With constant fraud of customers, violation of registration procedures, changes in tax information.
- When working without obtaining an appropriate license, hiding information about bank accounts and refusing to file a tax return.
- With a systematic violation of sanitary rules at the enterprise, worsening of the epidemiological situation, ignorance of accounting statements.
- In violation of the rules of trade.
- In case of violation of reporting with currency.
Up to 30,000 rubles of a fine, as well as a three-year disqualification, the CEO faces in the following cases.
- When bringing the organization to bankruptcy, illegal elimination of competitors.
- When replacing products with a quality certificate with cheap analogues, non-compliance with sanitary standards and technical specifications.
- In case of non-observance of the rules regulated at general meetings and illegal adoption of important decisions.
A manager may be fined and more than 30,000 rubles in the following cases.
- In case of violation of fire safety rules.
- When hiring foreign citizens without properly issuing a special permit for this.
- When withholding account information in the currency of other states abroad (the fine in this case reaches 50,000 rubles).
- For illegal foreign exchange transactions, liability is provided for from a third to the full amount of proceeds for violation of the terms for returning foreign currency funds to Russia.
Debt liability
If you read the law "On limited liability companies", you can find out that the founder is not responsible for the debts of the organization. At the same time, the LLC also does not repay the obligations of this person. But cases may be provided for in the charter when participants in a limited liability company are nevertheless involved in it.
For example, the founder can be obligated to pay a sum of money, but not higher than that which he contributed to the authorized capital.
Due to the malfunctioning of management, the organization may be brought into a state of bankruptcy. As mentioned above, in this case, the head of the LLC may be liable. At the same time, the law on limited liability companies provides for subsidiary liability for this type of offense.
If the company is liquidated in the bankruptcy procedure, the debts of the organization must be paid. If the property of the founder of the LLC is insufficient to repay it, then you will have to pay with your monetary and material values.
Responsibility under different LLCs
There are times when an LLC is created from a partnership. Then the former comrades, and now full-fledged participants are liable for two years on debts.
There are situations when the founder of the organization is a legal entity. Then, if there is debt at the subsidiary , he will also have to bear responsibility if the share of the founder is such that it may affect the resolution of issues submitted to the general meeting. The subordinate organization may even require head compensation for losses that arose due to the incorrect influence of the main founder on the activities of the company.
Moreover, the parent organization is also liable 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 possible, 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 liability, are distributed in accordance with the size of the part of the authorized capital that was contributed during the registration of the organization.
Liquidation and lenders
When the company is liquidated, the founders are obliged to pay legal costs and fees only when they have subsidiary responsibility.
The lender should try to get the debt from the main debtor in the first place. If this is not possible, material debt is presented to the person bearing subsidiary liability.
However, there are situations when a person bearing subsidiary liability sued the principal debtor for such an amount that the creditor's claims would be repaid. In this case, the creditor cannot claim subsidiary liability from him. The guarantor shall notify the creditor thereof. And if the latter again presents his demands, he has the right to demand that the main debtor be held accountable.
Conclusion
LLCs are actively working not only in Russia but also abroad. Such enterprises conduct their business very successfully, for example, in France and Germany. Since the initial investments for conducting business are few and one, three founders, ten and even fifty may participate, this form has all the chances to exist 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 fate of the organization.