Contributions to company propertyParticipants of the company are obliged, if it is provided by the company's charter, to make contributions to the company's property in proportion to their shares in the authorized capital, if the other procedure for determining the amount of contributions to the company's property is not provided for by the company's charter.
These deposits do not change the size and memorial value of the shares of the company's participants in the authorized capital of the company. They increase net assets and the excess of net assets over the authorized capital.
The company's charter may provide for the maximum value of contributions to the company's property made by all or certain of its participants, and also there may be other restrictions connected with making contributions to the property of the company.
The company has the right to make a quarterly, semi-annual or annual decision on the distribution of its net profit among the participants of the company in proportion to their shares in the authorized capital of the company. However, in the company's charter, by a unanimous decision of the general meeting of its members, a different procedure for distributing profits may be established. The company does not have the right to distribute profits between its members:
o until the entire authorized capital of the company is paid in full;
o before payment of the actual value of the stake (part of the share) of the participant in cases of additional contributions of participants to the charter capital or entering into the company of a third party;
o if the company meets the signs of insolvency (bankruptcy) or if the specified signs appear in the company as a result of the distribution of profits;
o if the value of a company's net assets is less than its charter capital and a reserve fund or becomes less than its size as a result of profit distribution.
Placement of bonds by the company
The Company has the right to place bonds and other equity securities in the manner prescribed by the securities legislation. Issue of bonds is allowed after full payment of the charter capital of the company. The nominal value of all bonds issued by the company should not exceed the amount of its authorized capital and (or) the amount of security provided to the company for this purpose by third parties. In the absence of collateral, the issue of bonds is allowed not earlier than the third year of the company's existence and subject to the proper approval of the annual financial statements for the two completed financial years. These restrictions do not apply to the issue of mortgage-backed bonds.
In case of public offering of bonds and other equity securities, the company is obliged to publish annual reports and accounting balances, as well as disclose other information about its activities, stipulated by federal laws and adopted in accordance with their normative acts.
The supreme governing body of the company is the general meeting of its participants (may be another and extraordinary). Each member of the company has at the general meeting of participants the number of votes proportional to his share in the company's authorized capital (except for cases , provided for by the LLC Law). The charter of a company may, by a unanimous decision of the general meeting, establish a different procedure for determining the number of votes belonging to one participant.
In order to protect the interests of small members of the society, the LLC Law allows for cumulative voting when electing members of the supervisory board and collegial executive body of the LLC (if such voting is provided for in the company's charter). With cumulative voting, even a minority of participants can hold their candidacy for election.
The competence of the general meeting of the company's participants is determined by the charter of the company in accordance with the LLC Law.
The exclusive competence of the general meeting of the company's participants includes:
1) the definition of the main areas of the company, as well as the decision to participate in associations and other associations of commercial organizations;
2) change of the charter of the company, including the change in the size of the authorized capital (adopted by a majority of at least 2/3 of votes of all members of the company);
3) amendments to the memorandum of association (adopted by all members of the company unanimously);4) the formation of executive bodies of the company and early termination of their powers, as well as the adoption of a decision to transfer the powers of the sole executive body of the company to a commercial organization or individual entrepreneur (manager), the approval of such a manager and the terms of the contract with him;
5) election and early termination of powers of the Audit Commission (auditor) of the company;
6) approval of annual reports and annual balance sheets;
7) deciding on the distribution of the company's net profit among the company's participants;
8) approval (adoption) of documents regulating the internal activities of the company (internal documents of the company);
9) decision-making on placement by the company of bonds and other equity securities;
10) appointment of an audit, approval of the auditor and determination of the amount of payment for his services;
11) adoption of a resolution on the reorganization or liquidation of a company (adopted by all members of the company unanimously);
12) appointment of the liquidation commission and approval of liquidation balances;
13) the resolution of other issues provided for by the LLC Law.
The competence of the general meeting in the field of commercial activity is shown in Table. 2.2.
In the management structure of the company, the formation of the supervisory board (board of directors), supervising primarily the activities of the executive bodies of the company. After all, under the Law on LLC, the competence of the supervisory board includes the formation of performance -
Table 2.2. Competence of the general meeting of LLC members in the field of commercial activities
Issues that fall within the competence of the general meeting
SOLUTION IS ACCEPTED
At least 2/3 of the votes of the total number of votes of the company's participants
At least 2/3 of the votes
of the total number of votes of members of the company, if the need for a larger number of votes is not provided for by the company's charter
The majority of the votes of all participants in the company's network, the need for a larger number of votes is not provided for by the company's charter
Additional rights and obligations of company participants
Granting additional rights to the participant (participants) of the company.
Termination or restriction of additional rights granted to all participants of the company. The imposition of additional duties on all participants of the society.
Termination of additional responsibilities
Termination or restriction of additional
rights granted to a certain member of the company.
No additional duties are imposed on a certain member of the company (provided that the member of the company for whom additional responsibilities are assigned voted for the adoption of such a decision or dates in writing)
Authorized capital, contributions to the authorized capital, property of the company
Approval of the monetary valuation of in-kind contributions. Monetary valuation of non-monetary contributions to the authorized capital contributed by members of the company and taken by third parties. Increase of the authorized capital but to the application of the company participant or (if not prohibited by the charter) of third parties.
Obligation to make contributions to the property of the company. The procedure for determining the amount of contributions to the property of the company, disproportionate to the size of the shares of participants in the company, as well as restrictions,
associated with making contributions to the property of the company and the relevant changes in the constituent documents in connection with the change and exclusion of these provisions
Change in the size of the company's charter capital. Changing and excluding the provisions of the charter governing the procedure for determining the amount of contributions to the company's property is disproportionate to the size of the participants' shares, as well as restrictions related to making contributions to the property in relation to an individual participant
Increase of the authorized capital at the expense of the property of the company. Increase of the authorized capital due to making additional contributions of participants.
Decision on making contributions to the property of the company
The distribution of profits in a different order than provided by law, as well as the approval of associated changes to this statute
Deciding on the distribution of the company's net profit among its participants
Decision-making on placement of bonds and other equity securities by the company. The decision on the conclusion by the company of a transaction in which there is an interest is taken by the general meeting of participants by a majority of votes of the total number of votes of those participants who are not interested in this transaction
The charter of the company may also provide for the formation of an audit commission (election of an auditor). In companies with more than 15 participants, the presence of an audit commission (auditor) is mandatory. The auditor (auditor) of the company may be audited by the auditor (not related to the property interests of the company, members of the board of directors, the person performing the functions of the sole executive body, members of the collegial executive body and members of the company).
The management of the current activities of the company (more precisely - the operational management of the company) is carried out by the elected general meeting and the executive body accountable to it and to the board of directors. The executive body can be sole (the general director, the president, the manager), however along with it the charter of a society can provide formation of collective executive body (board, directorate). The Company has the right to transfer the powers of its sole executive body under the agreement to the administrator, if such an opportunity is expressly provided for by the company's charter.
The sole executive body of the company, as well as a member of its collegiate executive body may be only an individual (if it is not a management company). In this role, therefore, can not act as a representative of a legal entity or public education, acting on the basis of a power of attorney. Moreover, this individual acts here in his personal capacity (and not as an official of one of the participants) and therefore can not be replaced without a decision of the general meeting or supervisory council, for example, if he is removed from office by another official of the corresponding organization.
On the one hand, this circumstance strengthens the status of such a person and removes a number of practical difficulties connected with the participation of other legal entities or public-legal entities in the societies. On the other hand, it should strengthen its circumspection, because for an unfavorable outcome of its actions in relation to society, an individual can respond with personal property.
The Law on LLC establishes the full property liability of members of the supervisory board and collegial executive body of the company for damages caused to society by their guilty actions. The same individual executive body or management company (hired manager) also has a similar responsibility to the company. At the same time, with the claim for all application, not only the company itself, but also any of its participants is entitled to apply, which significantly increases the effectiveness of the application of responsibility.
Reorganization and liquidation of the company
The reorganization of a company can be carried out in the form of merger, affiliation, division, allotment and conversions established by the Civil Code of the United States for the reorganization of legal entities.
The company has the right to be transformed into a joint-stock company, an additional liability company or production cooperative.
The company can be liquidated voluntarily in accordance with the procedure established by the US Civil Code, taking into account the requirements of the LLC Law and the company's charter. The company can be liquidated also by a court decision on the grounds provided by the US Civil Code.
Company liquidation entails its termination without transferring rights and obligations by way of succession to other persons.
The general meeting of participants of a voluntarily liquidated company takes a decision to liquidate the company and appoint a liquidation commission.
The property of the liquidated company remaining after completion of settlements with creditors is distributed by the liquidation commission between the company's participants in the following order:
o First of all, the payment to the participants of the company of a distributed but unpaid portion of the profits is made
o secondly, the distribution of the property of the liquidated company between the participants of the company is proportional to their shares in the authorized capital of the company.
The requirements of each queue are met after full satisfaction of the requirements of the previous queue.
If the company's property is insufficient to pay a distributed but not paid part of the profits, the property of the company is distributed among its participants in proportion to their shares in the company's authorized capital.
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