You, as the State Duma, the resignation letter is in accordance with Art. 26 Federal Law LLC, you can sign it yourself. From this moment - the receipt of the application by the company - you are considered to have withdrawn from the membership, and your share has passed to the Company. The application for withdrawal must be notarized.

If we are talking about the powers of the CEO,
then it is always necessary to keep in mind that it operates within the framework of the Federal Law “On Societies with
limited liability", as well as taking into account the provisions of the labor
legislation of the Russian Federation. He is a worker like everyone else
employees. Therefore, the general director also has the right to resign due to
of your own free will. This is done in the following order:

·
2 months (!) before termination of employment
activity, it is necessary to notify the general meeting of participants about this or
the sole founder (Article 280 of the Labor Code of the Russian Federation). Because namely the general meeting
participants has the authority to elect and terminate the powers of the sole
executive body (Article 31-32 of the Federal Law on LLC). Those. send an application of your own free will to all founders at their registration addresses or to all addresses known to you;

·
Notice of convening an extraordinary general
meeting of participants is sent to the residential addresses of the Company's participants. IN
the notice must indicate the date, time and place of the general meeting,
as well as issues on the meeting agenda (for example, the dismissal of the general director
society and the appointment of a new one). In addition to the notification, the letter must include
resignation letter of one's own free will. Specified documents
sent by mail with notification of delivery of postal correspondence and
a description of the attachment in the letter. In this case, letters can be considered as
proper notice to the employer of voluntary dismissal. IN
in accordance with Art. 35 Federal Law on LLC, the general director has the right to convene a general
meeting of participants in any cases when the interests of society require it;

·
If messages sent to participants are not
have taken action and they refuse to hold a general meeting, then in this
In this case, the General Director must be guided by the provisions
The Constitution of the Russian Federation and the norms of the Labor Code of the Russian Federation. In particular, Art. 37 of the Constitution of the Russian Federation and Art. 2 TK
The principle of freedom of labor is enshrined in the Russian Federation. Based on Art. 2 Labor Code of the Russian Federation forced labor
prohibited, that is, company participants cannot deny the director the right
resign of your own free will. The general meeting is necessary only for
to accept his application. Considering the director’s right to terminate the employment
contract at any time, the inaction of the participants is nothing more than
abuse of right (clause 27 of the Resolution of the Plenum of the Armed Forces of the Russian Federation dated March 17, 2004 N 2 “On
application by the courts of the Russian Federation of the Labor Code of the Russian Federation
Federation"). After the expiration of notice of dismissal, the general
the director may terminate his work on the basis of Art. 80 Labor Code of the Russian Federation. Termination
the employment contract only needs to be formalized by order (Article 84.1 of the Labor Code of the Russian Federation), which
The manager signs independently. In addition, the director can also
make a record of dismissal in your work book in accordance with clause 45 of the Rules
maintaining and storing work books, producing work book forms and
providing them to employers approved by the Decree of the Government of the Russian Federation of
04/16/2003 N 225;

·
Upon termination of an employment contract with the general
director the powers of the latter are terminated regardless from
entering relevant information into the Unified State Register of Legal Entities.

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Three founders

SNT has three founders. They have legal rights to ownerless property. How to get rid of the danger of taking away common lands, etc., on the part of the founders. And why do the partnership need them? After all, they did not create anything, there is not even an authorized capital. This is a non-profit organization. It is supported only by the money of all members of the SNT. But only a few can use it. What can be done to prevent such a situation from arising?

Citizens are the founders of SNT at the time of registration of SNT; as soon as SNT is registered, they become members of SNT. The founders do not have any advantages compared to members who joined the SNT later. Why do you think that there is a threat of the SNT lands being taken away? Sincerely, lawyer in Moscow - Stepanov Vadim Igorevich.

Three founders, all three of them work in parallel in other LLCs officially (on staff), we appoint one to the position of director. How, in this case, to register a director (from among the founders)? Is it possible to formalize a decision that the director works without accruing salary? (we plan to work according to the simplified tax system)

Hello! In this case, it is necessary to draw up minutes of the meeting of founders with the corresponding decision. It is impossible to register a director without a salary.

In any case, a part-time director should be registered (in this case). indicates: - Concluding employment contracts for part-time work is allowed with an unlimited number of employers

Edward, directors are appointed through a decision of the general meeting of founders. And after registration of the Company, the director, by his order, in pursuance of the decision of the general meeting of founders, assumes the duties of director and accountant. (in this case, the director himself can sign for the accountant). Since the director is a founder, he again writes a statement to himself that the actual payment of wages will be made from the Company’s net profit at the end of the year, but it is still necessary to submit declarations (zero) to all funds for the director. If you have any questions, please contact us.

We have an LLC, three founders, 33 percent each, one of the founders is the general director. I am one of the founders, and I had a disagreement with the third one about another business, and we stopped working. The LLC has a plot of land on lease, now we are using it together, the question is: can the third co-founder come to the plot and separate his third, and use it for his own purposes, without asking the two of us. Thank you.

No. Can not. Because the plot belongs to the LLC, the LLC is the owner, i.e. as a legal entity, only an LLC can decide what to do with the site (Articles 48, 209 of the Civil Code of the Russian Federation)

Good afternoon The plot belongs to the LLC (rental), so it can only be used by the LLC itself (Articles 48, 209 of the Civil Code of the Russian Federation). any actions with the site must be properly documented by all three founders at the meeting with minutes.

Good day Andrey Without the participation and consent of other founders, he cannot alienate a share of the land plot . A company participant who intends to sell his share of the company to a third party is obliged to notify the other participants of the company and the company itself about this by sending an offer through the company (clause 5 of Article 21 of the Federal Law). The company is presented with statements from company participants about refusal to use the pre-emptive right to purchase the company's share, consent to transfer the company's share to third parties, or refusal of such consent (clauses 6, 10 of Article 21 of the Federal Law). Thus, documents confirming compliance by the company's participants with the requirements imposed by the Federal Law for formalizing the alienation of the company's share to third parties are accumulated in the company. The legal status of a limited liability company and the rights and obligations of its participants are determined by the Civil Code of the Russian Federation (Civil Code of the Russian Federation) and the Federal Law of 02/08/1998 No. 14-FZ “On Limited Liability Companies” (Federal Law). According to the Federal Law (clause 11 of Article 21), a transaction aimed at alienating a share in the authorized capital of a company (company share) is subject to notarization. Exceptions are made from the general rule for cases of transactions with shares of a company by the company itself and for transactions made within the framework of the exercise of the preemptive right to purchase a share of the company by the participants of the company and the company itself, if such a right of the company is provided for by its charter (clauses 5 - 7, paragraph two of clause 11 Article 21 of the Federal Law). Thus, transactions involving the alienation of a company share by company participants to third parties are subject to mandatory notarization (paragraph one of paragraph 11 of Article 21 of the Federal Law). By virtue of Article 22 (clause 2) of the Federal Law, agreements on pledge of a company's share are subject to mandatory notarization. In this case, the share of the company passes to its acquirer from the moment of notarization of the transaction; after notarization of a transaction, the notary who certified it, no later than three days after certification of the transaction, performs a notarial act of transferring to the body carrying out state registration of legal entities an application for making appropriate changes to the Unified State Register of Legal Entities (clauses 12, 14 of article 21 of the Federal Law). The list of documents confirming the authority of a person to alienate a share of the company is determined by paragraph 13 of Article 21 of the Federal Law. The specified list of documents is not exhaustive and depends on the specific circumstances of the transaction being concluded. Since the Fundamentals of the legislation of the Russian Federation on notaries (Articles 42, 43, 48) oblige the notary, when certifying transactions for the alienation of property, to check the legal capacity and legal capacity of the persons applying for a notarial act, their powers, documents confirming the ownership of the alienated property, the compliance of the transaction with the valid intentions of the parties and the requirements of the current legislation - when certifying a transaction aimed at alienating a share of the company, it is necessary to check compliance not only with the requirements arising from the Federal Law, but also with other requirements of the current legislation. Transactions cannot be certified if the documents presented to the notary reveal their nullity. For example, alienation of a share of a company belonging to a minor or incapacitated person is not allowed if the notary is not given permission to carry out such a transaction from the guardianship and trusteeship authority (Article 37 of the Civil Code of the Russian Federation); alienation of the unpaid part of the company's share (clause 3 of Article 21 of the Federal Law); alienation of the pledged share of the company without the consent of the pledgee, unless otherwise provided by the pledge agreement (clause 2 of Article 346 of the Civil Code of the Russian Federation); acquisition of a share of a company by a state body or local government body, unless the law directly stipulates that they can be participants in the company (clause 2 of Article 7 of the Federal Law); donation of a company's share in relations between commercial organizations (Article 575 of the Civil Code of the Russian Federation), etc. When certifying transactions aimed at alienating a share of a company, notaries may request the following documents: charter of the company; agreement on the establishment of a company, the decision of the sole founder on the creation of a company (in case of alienation of a share by the founder of the company); an extract from the Unified State Register of Legal Entities containing information about the person’s share of the company; a document confirming that a person owns a share of the company (founding agreement; a notarized agreement on the acquisition of a share; a document expressing the content of a transaction on the acquisition of a share, completed in simple written form; a certificate of inheritance; a certificate of ownership of a share in the common property of the spouses and etc.); a company document confirming payment of the share by the person alienating it; a company document confirming compliance with the rules for using the preemptive right to purchase a company share established by the Federal Law and the company’s charter; consent of the spouse to the alienation and purchase of a share of the company; other documents necessary to complete a transaction in accordance with the law, arising from the essence of a specific transaction. A notary, on the basis of Article 15 of the Fundamentals of Notaries, may request from the company the information necessary to perform a notarial act to certify a transaction on the alienation of a company share to a third party. The information provided by the company must come from the sole executive body of the company or another body of the company provided for by its charter (Articles 40 - 42 of the Federal Law).

You are a little confusing your relationships within the activities of the LLC. A legal entity is an independent subject of civil rights. Clause 1.art. 48 of the Civil Code of the Russian Federation - A legal entity is an organization that has separate property and is responsible for its obligations, can, in its own name, acquire and exercise civil rights and bear civil obligations, and be a plaintiff and defendant in court. Therefore, the right to lease the land does not belong to you or the third founder with whom YOU do not get along; it belongs to the LLC. Economic activities on behalf of the LLC are carried out by the sole executive body represented by the General Director in your case. Therefore, decisions on interaction with the owner of the land plot within the framework of the concluded lease agreement are made by the general director. The participants of the LLC have the rights provided for in Art. 8 of the Federal Law of 02/08/1998 N 14-FZ (as amended on 04/23/2018) “On Limited Liability Companies” 1. Company participants have the right to: participate in the management of the company’s affairs in the manner established by this Federal Law and the company’s charter; (as amended by Federal Law No. 312-FZ of December 30, 2008) receive information about the activities of the company and get acquainted with its accounting books and other documentation in the manner prescribed by its charter; (as amended by Federal Law No. 312-FZ of December 30, 2008) take part in the distribution of profits; sell or otherwise alienate your share or part of the share in the authorized capital of the company to one or more participants of this company or to another person in the manner prescribed by this Federal Law and the charter of the company; (as amended by Federal Law No. 312-FZ of December 30, 2008) withdraw from the company by alienating your share to the company, if such a possibility is provided for by the company’s charter, or demand that the company acquire a share in cases provided for by this Federal Law; (as amended by Federal Law No. 312-FZ of December 30, 2008) to receive, in the event of liquidation of the company, part of the property remaining after settlements with creditors, or its value. If the third participant significantly complicates the activities of the LLC, you and the second participant can exercise the right to exclude the third participant, provided for in Art. 10 of the Law “On LLC” Article 10 Participants of the company, whose shares in the aggregate constitute no less than ten percent of the authorized capital of the company, have the right to demand in court the exclusion from the company of a participant who grossly violates his duties or whose actions (inaction) make activities impossible society or significantly complicates it.

There were three founders in the family company "LLC" (Mom, Dad, Son). The father died and wrote his share to the mother, but since the son is a disabled person of the 2nd group, according to the law he received 1.4 shares from his father. The son claimed the inheritance in the current. six months, but has not yet documented it. The mother made her own. Now the company’s account receives money from the sale of real estate, and it’s not small money. Question: does the mother have the right to withdraw money from the company’s account without her son’s consent? The son had 6 percent, he has not yet registered 1.5 percent, in short, the mother has a larger share. Can she, without registering her son’s interest, withdraw this money without his knowledge? Thank you in advance.

Good afternoon. The management of the activities of the LLC and the management of the Company’s funds is carried out by the sole executive body - director, manager, etc. At the same time, large transactions and interested party transactions must be approved by the LLC participants. The decision on the distribution of LLC profits is made by the general meeting of participants. Thus, this cannot be done without the knowledge of other participants. In case of violations of the established procedure for approving transactions by participants and making decisions on the distribution of profits, these transactions and actions may be challenged in court.

Good afternoon A participant in an LLC with more than 50% of the share has the right to appoint a director through voting at a meeting, incl. and yourself. The director can dispose of the property of the LLC. Whether it's legal or not is another question.

We have three founders in our LLC, 33.3% each. One is my wife and two are strangers. These strangers really want me as a director, but they can’t do it because the Charter says that the removal and appointment of a director can only be done unanimously. Therefore, they filed a police report against me and, through their friends, are trying to open a criminal case. The case has not been successful for 9 months, but they continue to check again and again. QUESTION - if a case (God forbid they open a case), my future fate as a director will I be removed? But they will never elect a new one because they can’t find a common language on the candidate?
Because my wife is the founder and founder of this enterprise, I don’t care how it will be without a director?

Hello. Specify the information. What article is the criminal case being initiated under? All corporate conflicts are resolved in court, and in arbitration court.

We have an LLC, three founders. Is it possible for the director to join the founders at the same time, and three participants to leave, what to do with the shares, can this be decided at one meeting.

Complete a notarized transaction for the purchase and sale of shares in an LLC.

Please, I am the director of the enterprise; there are three founders; the main founder has 60%; the other two have 20% each. The main founder and I decided to buy existing cafes for our enterprise, all the money will be borrowed. Oh, the founders are against it, tell me, can we buy a cafe without their consent. Thank you in advance.

Hello site visitor, Consultation for business is paid, contact a lawyer personally.

Hello. It is difficult to answer your question correctly without studying your constituent documents. It is really better for you to seek in-person advice from a lawyer to avoid problems in the future.

My two partners and I want to buy an existing business. We are three founders. One of the partners recently opened an individual entrepreneur. In order to reduce costs and taxes, he suggests not opening an LLC, but using his individual entrepreneur to conduct business. The responsibility of participants, division of property, conditions for leaving the business and other conditions are proposed to be formalized in a separate agreement certified by a notary. Tell me, will such an agreement have legal force in the event of controversial situations?

Such an agreement does not contradict the law. If the agreement is of high quality, then you will be able to resolve all controversial issues. I would advise you to conclude an investment agreement.

If by business you mean a certain property, then you can purchase it for all persons in certain shares and establish trust management, with an individual entrepreneur acting as the manager. Specify all the details in the contract. But you have a reference to three founders, and if the founders are a legal entity... The essence of the question is incorrect...

In the 80s, three founders created SONT.
To date, one of them has died.
Is it possible to exclude this founder from the Unified State Register of Legal Entities?
What law should I refer to?

Based on the decision of the founders, make changes to the constituent documents.

He may have heirs who now own his share.

The LLC has three founders with shares of 50%, 49.5% and 0.5%. One left the founders in January (50%). He was paid an actual share proportional to his contribution to the management company. The released part remained at the disposal of the LLC. The second participant comes out in March. How can he correctly calculate the value of the actual share?

Elena! Have you ever heard of separation balance? If not, then contact a lawyer! Better - together with the constituent documents.

A special procedure for calculating the actual value of a share when a participant leaves the company may be regulated in the charter of the LLC. In standard cases, in accordance with clause 6 of Art. 23 of Federal Law dated 02/08/1998 N 14-FZ (as amended on 04/23/2018) “On Limited Liability Companies”, the actual value is determined on the basis of data from the company’s financial statements for the last reporting period preceding the day of filing the application to leave the company, or with the consent of this member of the company, give him in kind property of the same value.

Good afternoon. 49.5 or 05, the share that is left to the LLC has not been distributed; it does not belong to anyone yet. You need to first distribute the share and only then remove the founder. Call for more detailed consultation.

The LLC was opened in May 2018. Work on the contracts began in July 2018. Three founders. For one of them, the wife performed all the registration actions, computer and software. Business correspondence, reporting, all work with funds is still entirely on her shoulders. When revenue from the main production appeared in July, her husband was given a job. director, and she was an administrator with a salary of 12,000 rubles, all taxes and contributions were transferred on time. But it so happened that after 2 months and 11 days my wife went on maternity leave, and to this day she works remotely on a computer. The organization paid her maternity benefits from the minimum wage and is trying to reimburse her, for which the Social Insurance Fund demanded additional payments. documents and explanations that were provided on the list in full, since there was no intent. And experience in working with a work book, and diplomas, and certificates, and courses, and a contract, and a staffing table, all explanatory and explanatory. To which the FSS writes that it does not believe that the employment is fictitious. Payments under the minimum wage are the minimum that was denied. How else do you need to prove it? So what should I do? After all, man is truly made.

You need to look at what exactly the Federal Tax Service is referring to. It is possible to appeal later in court.

The LLC has three founders. One of the founders, a former manager, has a share of 0.2%. After his dismissal more than 14 years ago, he does not participate in the activities of the society; he has changed his address and telephone number. When calculating dividends, an accountant cannot submit a report without complete information. Can the company, by decision of two participants, remove him from the membership without his application? If not, how can I find him?

Nadezhda, good afternoon! There is such a service as "City information". You have the right to make a request about the location of a citizen and they will give an answer.

Such a share does not interfere with the LLC’s activities. Therefore, even through the court you will not be able to remove him from among the participants. By law, each participant is required to notify the company of a change of location. Otherwise, all risks fall on him. Send accrued dividends to the notary's deposit, and send notification of this to the last address known to you. If he does not use the money, the notary will transfer it to the state in three years.

We have three founders in the LLC, I am the director, at the request of my wife (she is one of the founders) I appointed an extraordinary meeting. To do this, I sent two other founders valuable letters in which I invited them to the notary’s office at a certain time at a specific address. The two founders do not receive these letters (on purpose) and today they did not come to the notary. I asked to record this fact, he refused and even refused to give us a certificate stating that my wife and I were in his office at that time. He tells me if you want to, go complain, like he had a consultation somewhere and won’t give us any information. But we needed this document to go to court and prove that the two founders do not participate in the life of society and are harming society through their actions. What to do? Is the notary right?

The notary is wrong. But while you are suing him, it will take more time than you will have to carry out all the same actions with another notary and get the desired result. Just discuss in advance with the new notary what you will need in the event of a failed meeting.

Good day, Sergey. The actions of the notary are clearly unlawful. If you can perform a notarial act with this particular notary (determined by the Fundamentals of Notaries and legislative acts), you need to challenge the notary’s refusal to perform a notarial act in court. No other way. If you can perform this notarial act with any notary in your notarial district, then choose any other notary, having previously discussed all the nuances with him. I hope I was able to help you. If you have any questions or need clarification, you can contact us personally by phone. 8-960-864-69-24. Sincerely, Lidiya Anatolyevna Kukhtina, Astrakhan.

The LLC has three founders, the shares are equal, the decision is made unanimously by the general meeting. Two founders forge the signature of the third, do not notify the general director, do not hold a meeting, and submit to the tax authority online a decision to change the general director in favor of themselves. At the moment, the tax office has not yet registered... What can be done to delay registration? Thank you.

First, submit an application to the tax office so that it is not registered. Secondly, contact the police, because... fraudulent actions are possible, and what they do is a way to commit them (Article 141 of the Code of Criminal Procedure of the Russian Federation, Article 159 of the Criminal Code of the Russian Federation). Thirdly, sue.

Apply to the tax office for suspension of registration because the documents provided are not valid but forged. The rules on the procedure and period for conducting such verification of reliability appeared in the law (Federal Law “On State Registration of Legal Entities and Individual Entrepreneurs”, paragraphs 4.2., 4.3. Article 9) only in 2016 as a result of the entry into force of amendments made Federal Law of March 30, 2015 N 67-FZ (as amended on June 29, 2015) “On amendments to certain legislative acts of the Russian Federation in terms of ensuring the reliability of information provided during state registration of legal entities and individual entrepreneurs.”

Can. If there are signs of signature forgery, then this is the basis for filing a statement of crime (Articles 141, 145 of the Code of Criminal Procedure of the Russian Federation). It makes sense to inform the tax office about this by attaching a copy of the notification coupon with the number from the book of records of reports of offenses. As a last resort, you will have to go to court.

Hello, it is necessary to challenge the minutes of the general meeting of participants and in court proceedings claim that the signature on the minutes was falsified. Art. 43 Federal Law on LLC.

Please contact the Department of Economic Crimes regarding the fact of falsification, or the Prosecutor's Office, Article 10 of the Federal Law on the Prosecutor's Office, Article 328 of the Criminal Code of the Russian Federation to conduct an inspection for forgery of a signature to initiate a criminal case.

Dear Tatyana, hello! These persons committed a crime. Provided for in Article 185.5 of the Criminal Code of the Russian Federation. Falsification of a decision of the general meeting of shareholders (participants) of a business company or a decision of the board of directors (supervisory board) of a business company. Therefore - a statement to the police, and to the arbitration court - a statement of claim to declare the decision invalid. To prevent attackers from stealing money from your account, urgently submit an application for preliminary interim measures to the arbitration court under Art. 99 Arbitration Procedure Code of the Russian Federation 1. The arbitration court, upon application of an organization or citizen, has the right to take preliminary interim measures aimed at ensuring the property interests of the applicant before filing a claim. The court will issue a ruling that will contain a ban on the disposal of funds in the account, as well as other property of the LLC. Sincerely, Artemyev Roman P.S. If you have any other questions or need to prepare documents, please chat with a lawyer.

Article 170.1 of the Criminal Code of the Russian Federation. Write about the commission of this crime.

We are three founders of the LLC, one has not paid the authorized capital, 4 months have passed.
Can we expel him from society, well, I mean, take him out or what? What are the consequences of failure to contribute the authorized capital?

Good afternoon. For a qualified answer to your question, you need to look at the company’s charter. As a rule, if you have a quorum of 51% of the authorized capital and everything in the charter is according to the standard, then the meeting of founders can exclude it due to non-payment of the authorized capital. I can answer in more detail only after reading the charter.

Good afternoon If one of the LLC participants has not paid for his share in the authorized capital within 4 months from the date of state registration of the company, his share is transferred to the remaining participants of the company. That is, the share of the 4th participant in the company passes to the other three and this participant thereby terminates his equity participation in this company. Accordingly, you need to submit an application to the tax office to change the information of the company, saying that the share goes to the other three founders. This is all true, in general terms.

The LLC has three founders, I, as a director, filed a lawsuit to evict one of the tenants; his contract had expired and he owed rent that he did not pay. But two of the founders want to call a meeting and force me, as a director, to enter into a new agreement with this tenant. We don't need such a tenant, but they get a majority of votes. Previously, as a director, I myself concluded contracts and we did not hold any meetings. How can I avoid entering into a new contract with him?

The competence of the general meeting of participants of the company is determined by the charter of the company in accordance with the Federal Law (Article 33 of the Federal Law of February 8, 1998 N 14-FZ “On Limited Liability Companies”) The law does not provide for the mandatory execution by the director of the instructions of the participants of the LLC (general meeting ) The company's charter may provide for the need to obtain the consent of the board of directors (supervisory board) of the company or the general meeting of the company's participants to carry out certain transactions. In the absence of such consent or subsequent approval of the relevant transaction, it may be challenged by the persons specified in paragraph one of paragraph 4 of Article 46 of the Federal Law, in the manner and on the grounds established by paragraph 1 of Article 174 of the Civil Code of the Russian Federation. The procedure for the activities of the sole executive body of the company and its decision-making is established by the charter of the company, internal documents of the company, as well as an agreement concluded between the company and the person performing the functions of its sole executive body. In this case, it is necessary to look at the Charter of the LLC and the powers of the participants (founders) of the LLC.

In what cases can the Administration of a rural settlement be the founder of SONT?
SONT already has three individuals who are founders.

Hello. Based on Federal Law No. 131-FZ “On General Principles...” a local government body cannot be the founder of SONT in any cases.

The LLC has three founders. One of them is a director, but he needs to be fired. After the dismissal of a director, who can carry out his full-fledged activities?

The one who, in accordance with the charter of the LLC, is appointed (elected) to the position of director instead of the one who resigned, the general meeting of the participants of the LLC.

I am one of the two founders of an LLC. The company is more than 12 years old. Previously, there were three founders, but a couple of years ago the third left the company after receiving monetary compensation, while the share of the one who left remained with the LLC itself. It has not yet been redistributed between me and the second founder. The shares were distributed as follows: I had 33.3%, the one who left had 33.3%, and the second (current) founder had 33.4%. Not long ago, our company was inspected by the tax inspectorate, as a result, a number of issues were revealed and we had to pay a tidy sum to the budget. I do not agree with conducting financial and economic activities in this direction. What should I do to remove the director from his position?

You need to bring this issue to the general meeting and vote: 1. For the distribution of shares 2. For the removal of the director If you receive a package of 33%, then you can generally make decisions on these issues alone.

Three founders in an NPO. Two out of three founders can secretly change the charter or carry out a reorganization without notifying the third.

Hello! Amendments to the constituent documents or reorganization of a legal entity are made on the basis of a notarized decision of the general meeting of all its participants (if there are more than 1). You must be notified in advance of the general meeting in a way that confirms the notification has been sent (registered or courier mail). All changes related to a legal entity can be tracked on the website of the Federal Tax Service of the Russian Federation in the section "Information on state registration of legal entities and individual entrepreneurs"

Does the number of founders matter when liquidating an organization? Now there are three of them, maybe it would be better to reduce them to one?

Good afternoon, Irina. For the liquidation of an organization, the number of participants is of no fundamental importance.

There is an LLC; it has three founders and I am the director. The LLC has 400 sq. m of retail space that it rents out. My wife is one of the founders with a 1/3 share. She opened her own company and I rented out 45 sq m to her with the right to sublease. Signed a contract. Previously, the LLC received 18,000 rubles for this area; now it receives 22,000 rubles from my wife. The state has a double tax. In addition, the court recognized that the LLC owes 2 million rubles to my wife. The wife has the right to rent out these premises at a higher price according to the contract. Having learned about this, two other founders filed a statement of fraud and their friends from the Department of Economic Crimes declared us fraudsters and tortured us. Are we scammers? It turns out that if the agreement had been concluded with another LLC, then everything would be fine? WE ARE FRAUDERS OR NOT. I just ask you not to reprint article 159, I already read it. Thanks in advance.

If the LLC received its own money from renting out, then there is no fraud here (Article 159 of the Criminal Code of the Russian Federation). You are the director, you had the right to rent it out, income came to the LLC. There are no problems here, let alone fraud, for sure, since there are no signs of theft. Illegal, gratuitous seizure of LLC property...

There is no corpus delicti under Article 159 of the Criminal Code of the Russian Federation; even if you contact the police, you will probably receive a decision to refuse to initiate a criminal case. There is no doubt about it. The only thing you can be reproached for is that you and your wife, affiliated persons, can talk something else about abuse of official position, but this applies to civil servants, and not to a commercial company. So there is no criminal offense here. But the nologs are also in order. Tax Code of the Russian Federation Article 105.1. Interdependent persons 1. If the peculiarities of relations between persons may influence the conditions and (or) results of transactions made by these persons, and (or) the economic results of the activities of these persons or the activities of the persons they represent, the persons specified in this paragraph are recognized as interdependent for tax purposes (hereinafter referred to as interdependent persons). To recognize the mutual dependence of persons, the influence that may be exerted due to the participation of one person in the capital of other persons is taken into account, in accordance with an agreement concluded between them, or if there is another opportunity for one person to determine the decisions made by other persons. In this case, such influence is taken into account regardless of whether it can be exercised by one person directly and independently or jointly with his interdependent persons recognized as such in accordance with this article. 2. Taking into account paragraph 1 of this article, for the purposes of this Code, the following are recognized as interdependent persons: 1) organizations in the event that one organization directly and (or) indirectly participates in another organization and the share of such participation is more than 25 percent; 2) an individual and an organization if such an individual directly and (or) indirectly participates in such an organization and the share of such participation is more than 25 percent; 3) organizations if the same person directly and (or) indirectly participates in these organizations and the share of such participation in each organization is more than 25 percent; 4) an organization and a person (including an individual together with his interdependent persons specified in subclause 11 of this clause) having the authority to appoint (elect) the sole executive body of this organization or to appoint (elect) at least 50 percent of the composition of the collegial executive body or board of directors (supervisory board) of this organization; 5) organizations whose sole executive bodies or at least 50 percent of the composition of the collegial executive body or board of directors (supervisory board) of which are appointed or elected by decision of the same person (an individual together with his interdependent persons specified in subclause 11 of this clause ); 6) organizations in which more than 50 percent of the composition of the collegial executive body or board of directors (supervisory board) are the same individuals together with interdependent persons specified in subclause 11 of this clause; 7) organization and person exercising the powers of its sole executive body; 8) organizations in which the powers of the sole executive body are exercised by the same person; 9) organizations and (or) individuals if the share of direct participation of each previous person in each subsequent organization is more than 50 percent; 10) individuals if one individual is subordinate to another individual due to official position; 11) an individual, his spouse, parents (including adoptive parents), children (including adopted children), full and half brothers and sisters, guardian (trustee) and ward. 3. For the purposes of this article, the share of participation of an individual in an organization is recognized as the total share of participation of this individual and his interdependent persons, specified in subparagraph 11 of paragraph 2 of this article, in the specified organization. (clause 3 as amended by Federal Law dated November 24, 2014 N 376-FZ) (see text in the previous edition) 4. If the influence on the conditions and (or) results of transactions made by persons and (or) the economic results of their activities turns out to be one or more other persons due to their predominant position in the market or due to other similar circumstances determined by the peculiarities of the transactions performed, such influence is not a basis for recognizing persons as interdependent for tax purposes. 5. Direct and (or) indirect participation of the Russian Federation, constituent entities of the Russian Federation, municipalities in Russian organizations is not in itself a basis for recognizing such organizations as interdependent.

Your actions may not constitute a crime; you had the right to enter into lease agreements without the consent of the founders. You need to familiarize yourself with the Charter.

Sergey, you need to look at the constituent and other documents. Now I advise you to hire a lawyer, because... Without his direct participation in the current situation, it is quite difficult to help you.

Our LLC has a new charter since 2017 and three founders. Before that there were two founders and an old charter. But it so happened that we still have the old charter from the times when there was a single founder. We visited the notary several times to have the minutes of meetings certified, but the notary didn’t even say anything that we had the wrong charter, those of the sole founder. Now an inspection is underway at the Department of Economic Crimes and they accuse me, as a director, of not holding annual meetings on financial reports for the years 2016 and 2015. How serious is this for me, what will happen to me as a director for this. I probably should have changed the charter and held meetings, but now what to do? What will happen to me?

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Our LLC has a new charter since 2017 and three founders. Before that there were two founders and the old charter. But it so happened that we still have the old charter from the times when there was a single founder. We visited the notary several times to have the minutes of meetings certified, but the notary didn’t even say anything that we had the wrong charter, those of the sole founder. Now an inspection is underway at the Department of Economic Crimes and they accuse me, as a director, of not holding annual meetings on financial reports for the years 2016 and 2015. How serious is this for me, what will happen to me as a director for this. I probably should have changed the charter and held meetings, but now what to do?

For a full consultation, it is necessary to familiarize yourself with the company’s Charter, which was in force in 2015 and 2016. According to the general rules of the Federal Law "On Limited Liability Companies", the annual meeting is held annually from March to April. At the annual meeting, participants approve the director's report, balance sheet and distribute profits. If there is only one participant, then the decision on these issues is made by the decision of the single participant. The responsibility for convening a general meeting is assigned by law to the director. At this time, it may be advisable to convene an extraordinary meeting of participants, the agenda of which should include the above-mentioned issues for previous years. After the general meeting is held and decisions on the issues of the day are made by the participants, the OBEP’s questions to the leader will obviously end.

In 2015, there was a conflict between the founders of a non-profit organization. Three years later, the conflict has not been resolved, there is no interaction, and there is no access to the constituent documents. How to leave the founders of a non-profit organization?

The head of the NPO must submit a corresponding application to the Federal Tax Service in the previous edition) 3. Unless otherwise provided by federal law, the founders (participants) of non-profit corporations, founders of funds and autonomous non-profit organizations have the right to withdraw from the founders and (or) participants of these legal entities at any time time without the consent of the remaining founders and (or) participants, by sending information about your exit to the registration authority in accordance with the Federal Law “On State Registration of Legal Entities and Individual Entrepreneurs”. If the last or only founder and (or) participant leaves the founders and (or) participants, he is obliged, before sending information about his withdrawal, to transfer his rights as a founder and (or) participant to another person in accordance with federal law and the charter of the legal entity. The rights and obligations of the founder (participant) of a non-profit corporation or the rights and obligations of the founder of a foundation or an autonomous non-profit organization in the event of his withdrawal from the list of founders and (or) participants terminate from the date of amendments to the information about the legal entity contained in the unified state register of legal entities. A founder (participant) who has withdrawn from the founders (participants) is obliged to send a notice of this to the relevant legal entity on the day of sending information about his withdrawal from the founders (participants) to the registration authority. (Clause 3 introduced by Federal Law No. 7-FZ dated January 31, 2016)

There is an LLC: three founders, I have 18% of the share, I am set up as a director of communications, I once took out a loan for the development of the company, as a fl, invested it into the account, now since the enterprise makes a profit, but it goes to household needs (to repair equipment etc.), they don’t pay me my salary and the dividends don’t pay me either (maybe they do, but I don’t know about it), relations with the founders have deteriorated, how can I get out of the situation in order to close the loans? Tell me the tactics.

If there is evidence that the funds received on credit were invested, then submit a demand for the return of unjust enrichment on the basis of Article 1102 of the Civil Code of the Russian Federation. If the funds are returned voluntarily, then file a claim in court. Use the funds received to close a loan taken out for an individual.

Hello! If you have documents confirming the fact of transfer of funds to the LLC, then I advise you to file a claim and demand repayment of the debt. If your claim is denied, you can file a claim with the court (Articles 131-132 of the Code of Civil Procedure of the Russian Federation). And you are required to pay your salary if you are officially employed. If they don’t pay, you can also go to court.

You need to correctly write a complaint to the administration of the enterprise and, depending on the answer, act further. The company has the right to make a decision on the distribution of its net profit among the company's participants quarterly, once every six months or once a year. The decision to determine the part of the company's profit distributed among the company's participants is made by the general meeting of the company's participants. 2. Part of the company’s profit intended for distribution among its participants is distributed in proportion to their shares in the authorized capital of the company. Art. 28, Federal Law of 02/08/1998 N 14-FZ (as amended on 12/31/2017) “On Limited Liability Companies”

In accordance with Federal Law dated 02/08/1998 N 14-FZ “On Limited Liability Companies”: Article 8. Rights of company participants 1. Company participants have the right to: participate in the management of the company’s affairs in the manner established by this Federal Law and the company’s charter; receive information about the activities of the company and get acquainted with its accounting books and other documentation in the manner prescribed by its charter; take part in the distribution of profits; sell or otherwise alienate your share or part of the share in the authorized capital of the company to one or more participants of this company or to another person in the manner prescribed by this Federal Law and the charter of the company; withdraw from the company by alienating your share to the company, if such a possibility is provided for by the company's charter, or demand that the company acquire a share in the cases provided for by this Federal Law; receive, in the event of liquidation of the company, part of the property remaining after settlements with creditors, or its value. I would recommend immersing yourself in the documentation of the company’s economic activities, demanding from the director financial reports on the expenditure of funds and the distribution of profits. Perhaps other founders, without informing you, somehow withdraw funds from the company for personal purposes, and hide behind repair costs. As a founder, you invested your funds in the company, you have the right to demand their return from the company, incl. judicially. If you see that there is profit, demand distribution. If the relationship has deteriorated and you want to stop all this, you can demand that the other founders buy out your share in the authorized capital with reimbursement of expenses.

Hello, Alina! If there is no evidence that you lent money to the LLC, then there must be a loan agreement between you as the director of the lender and the LLC as the borrower. If there is no evidence, you have the right to sell your share in the business, thereby closing the loan so as not to spoil your credit history. Article 21. Transfer of a share or part of a share of a company participant in the authorized capital of the company to other participants of the company and third parties [Law on Limited Liability Companies] [Chapter III] [Article 21] 1. Transfer of a share or part of a share in the authorized capital of a company to one or more participants of this company or to third parties is carried out on the basis of a transaction, by way of succession or on another legal basis. 2. A participant in a company has the right to sell or otherwise alienate his share or part of a share in the authorized capital of the company to one or more participants of this company. The consent of other participants of the company or company to carry out such a transaction is not required, unless otherwise provided by the charter of the company. The sale or alienation in any other way of a share or part of a share in the authorized capital of a company to third parties is permitted in compliance with the requirements provided for by this Federal Law, unless this is prohibited by the charter of the company. 3. The share of a company participant may be alienated until it is fully paid only in the part in which it has been paid. 4. Members of the company enjoy the preemptive right to purchase a share or part of the share of a company participant at the price offered to a third party or at a price different from the offer price to a third party and a price predetermined by the charter of the company (hereinafter referred to as the price predetermined by the charter) in proportion to the size of their shares, if the charter of the company does not a different procedure is provided for the exercise of the pre-emptive right to purchase a share or part of a share. The company's charter may provide for the company's pre-emptive right to purchase a share or part of a share owned by a company participant at the price offered to a third party or at a price predetermined by the charter, if other company participants have not exercised their pre-emptive right to purchase a share or part of a company participant's share. In this case, the company’s exercise of the preemptive right to purchase a share or part of a share at a price predetermined by the charter is allowed only on the condition that the company’s purchase price of a share or part of a share is not lower than the price established for the company’s participants. The purchase price of a share or part of a share in the authorized capital may be established by the company's charter in a fixed monetary amount or on the basis of one of the criteria determining the value of the share (the value of the company's net assets, the book value of the company's assets as of the last reporting date, the company's net profit, and others). The purchase price of a share or part of a share, determined in advance by the charter, must be the same for all participants in the company, regardless of the ownership of such a share or such part of the share in the authorized capital of the company. ... 5. A participant in the company who intends to sell his share or part of the share in the authorized capital of the company to a third party is obliged to notify in writing about this the other participants of the company and the company itself by sending through the company at his own expense an offer addressed to these persons and containing instructions prices and other terms of sale. An offer to sell a share or part of a share in the authorized capital of a company is considered received by all participants of the company at the time it is received by the company. Moreover, it can be accepted by a person who is a member of the company at the time of acceptance, as well as by the company in cases provided for by this Federal Law. An offer is considered not received if, no later than the day it is received by the company, a member of the company receives a notice of its withdrawal. Revocation of an offer to sell a share or part of a share after its receipt by the company is allowed only with the consent of all participants of the company, unless otherwise provided by the company's charter. Participants of the company have the right to exercise the preemptive right to purchase a share or part of a share in the authorized capital of the company within thirty days from the date of receipt of the offer by the company. The charter may provide for a longer period of use of the pre-emptive right to purchase a share or part of a share in the authorized capital of the company. If the company's charter provides for the company's pre-emptive right to purchase a share or part of a share, it must establish the terms for the use of the pre-emptive right to purchase a share or part of a share by the company's participants and the company. If individual members of the company refuse to use the preemptive right to purchase a share or part of a share in the authorized capital of the company or use the preemptive right to purchase not the entire share offered for sale or not the entire part of the share offered for sale, other participants of the company may exercise the preemptive right to purchase the share or part of the share in the authorized capital of the company in the relevant part in proportion to the size of their shares within the remaining part of the period for exercising their pre-emptive right to purchase a share or part of a share, unless otherwise provided by the charter of the company. 6. The preemptive right to purchase a share or part of a share in the authorized capital of the company from a participant and, if the company’s charter provides for it, the preemptive right to purchase a share or part of a share from the company by the company terminates on the day of: submission of a written application for refusal to use this preemptive right in in the manner provided for in this paragraph; expiration of the period for using this preemptive right. Applications from company participants to refuse to exercise the preemptive right to purchase a share or part of a share must be received by the company before the expiration of the period for exercising the said preemptive right established in accordance with paragraph 5 of this article. The company’s application for refusal to use the pre-emptive right to purchase a share or part of a share in the authorized capital of the company provided for by the charter is submitted within the period established by the charter to the company participant who sent the offer to sell the share or part of the share, by the sole executive body of the company, if the solution to this issue is not referred to by the company’s charter competence of another body of the company. The authenticity of the signature on the application of a member of the company or company about the refusal to exercise the pre-emptive right to purchase a share or part of a share in the authorized capital of the company must be certified by a notary. ... 11. A transaction aimed at alienating a share or part of a share in the authorized capital of a company is subject to notarization. Failure to comply with the notarial form entails the invalidity of the transaction. Notarization of this transaction is not required in cases of transfer of a share to the company in the manner provided for in Articles 23 and 26 of this Federal Law, distribution of a share between company participants and sale of a share to all or some company participants or third parties in accordance with Article 24 of this Federal Law, and also when using the pre-emptive right to purchase by sending an offer to sell a share or part of a share and its acceptance in accordance with paragraphs 5 - 7 of this article. If a participant in a company who has entered into an agreement establishing an obligation to complete, upon the occurrence of certain circumstances or the other party fulfills a counter-obligation, a transaction aimed at alienating a share or part of a share in the authorized capital of the company, unlawfully evades notarization of the transaction aimed at alienating a share or part of a share in the authorized capital capital of the company, the acquirer of a share or part of a share, who has taken actions aimed at fulfilling the specified agreement, has the right to demand in court the transfer of a share or part of a share in the authorized capital of the company. In this case, the decision of the arbitration court on the transfer of a share or part of a share in the authorized capital of the company is the basis for state registration of the corresponding changes made to the unified state register of legal entities.

Prepare evidence of payment for the company, depositing money for the company, etc. To be able to recover funds as unjust enrichment under Article 1102 of the Civil Code of the Russian Federation. Of course, you can apply to leave the LLC and you will be required to pay the actual value of the share. But in the absence of real influence and control, there is no point in this. Initiate a general meeting of LLC participants to raise issues that are beneficial to you: - making interested party transactions... - compensation to the founders... - on the payment of dividends.

Answers (13)

It all depends on what is stated in the Memorandum of Association! Therefore, there cannot be an unambiguous answer until its content is unknown in terms of decision-making issues on various issues, incl. and on the appointment/dismissal of the company's management team.

• buy themselves a new director

  what is stated in the Memorandum of Association

  As they say, you can’t... don’t torture...
  Firstly, look in the Charter (and not in the constituent agreement) by what qualified majority a decision is made on the issue of changing the head.
  If the total number of shares of two participants allows you to make a decision to change the manager, then the two invite a third and vote - their two shares are “for” against one share “against” and you change the manager.
  If, for example, the Charter states that a change of leadership occurs only unanimously, or two shares of these participants are not enough to form a qualified majority to decide on this issue, then, alas, this is either a voluntary resignation by the existing leader, or you offer him to buy him out share, or if the manager’s actions constitute an offense, then in court through the “expulsion” of this “evil” participant-manager.

Let me tell you a story from my life. Maybe it will be useful to someone.
So, once upon a time there was one LLC, and this LLC had not even three, but four equal, in the sense of equal shares, founders. All the equal founders were different directors, technical, commercial, etc., and one was even the general director. At first everything went well, but then the smaller directors began to notice that the general director, although he was working very hard, was increasingly not for the benefit of the LLC, but for the benefit of his loved one. Moreover, to the detriment of the native LLC and all other directors.
All the other equally-owned directors, naturally, were indignant and convened a general extraordinary meeting of owners, at which by an overwhelming majority of votes (three to one, with no abstentions) they decided to get rid of their thieving colleague, about which they immediately, without leaving the cash register, wrote a corresponding order , with which the thieving CEO, naturally, did not agree. Even despite the fact that his compassionate colleagues provided him with a small but very cozy golden parachute.
I would like to note that the initiators of this whole mess did everything correctly, in full compliance with the requirements of the LLC Charter and the relevant articles of the Labor Code of the Russian Federation.
However, the deeply offended CEO decided to sue his colleagues. Having rightly decided that in court it would be not the one who is right, and not even the one who has more rights, but the one with the best lawyer, the disgraced general director did not skimp on the most expensive lawyer, known not only for his astronomical fees and warm friendships. relations with some judges, but also by the fact that with his help in various courts the most notorious professional swindlers received the status of respectable law-abiding citizens and even innocent victims.
The litigation turned out to be protracted. They are still ongoing. Nobody knows how things will end. Except for the star lawyer, of course. Only one thing is known - the once thriving LLC is dying right before our eyes, apparently, in the near future it will become bankrupt, as you can guess, not without the help of the disgraced general director and his lawyer, unless, of course, the obstinate directors who started this whole mess come to their senses and repent before their general colleague. The all-powerful lawyer has already warned them about this...


I will not draw any conclusions from this story. I will provide this opportunity to my grateful readers.

And the charter of the enterprise is not a hindrance to scoundrels - In my example, the plant, which stood without work for more than a year, lured an American investor. He invested $25 million and started production. After that, the board of directors changed the charter - changing the clause according to which the board began to include only those elected by the board itself... and kicked out the investor. The poor fellow had no choice but to return to his homeland...

• invested $25 million and launched production

  the board of directors changed the charter

  The poor fellow had no choice but to return to his homeland...

  Nodar Chincharauli, you told some kind of painfully scary and... implausible fairy tale.
  Firstly, a sensible investor who at least has something to invest, and not $25 million, will not invest without hiring a team of a lawyer, financier, manager, etc. to study the prospects of an investment, the degree of risk and pitfalls, and not receiving an answer that it is more or less “believe good”. If he didn’t do this, but simply threw away $25 million, then he is not a poor fellow, but a complete sucker, and suckers don’t have such millions, then that means he’s either a gun dealer or a drug dealer, and therefore you don’t feel sorry for such people.
  Secondly, the issue of amending the Charter falls within the competence of the General Meeting of Shareholders of the Company and the Board of Directors does NOT have the right to make a decision to change the Charter of the Company.
  Thirdly, to invest $25 million without becoming a member of the company, and especially in an enterprise that has not worked for a year, that is, was on the verge of bankruptcy, if not already bankrupt, that is, it was worth 0 or “minus” - This is complete nonsense - see point one.
  So there are true horror stories, and this horror story is just for investors from Pindostan. And the scam, by the way, is thriving both domestic and international in Pindosia itself - what else can you call Pindostan’s debt of 20 trillion. $ and... the main thing is that they are not going to give it to anyone, but take more and more. In the other world, Mavrodi nervously smokes on the sidelines with Ostap Bender...


Please pay attention to how strange things are in Russia, and even in Ukraine. entrepreneurs. They create an LLC or other entrepreneurial structure, conclude constituent agreements among themselves and approve the charters of their corporate companies or enterprises, entrust their management to individual founding partners or third-party hired managers, but do not think through and do not set out in the constituent documents how to protect their interests from illiterate or malicious actions of such managers (directors), as without any special problems, that is, legally, cleanse their enterprises of mediocrities and grabbers, other pests. With A. Gorshkov’s recommendations on the procedure for dismissing a selfish director by an authorized meeting of founders (participants) of the LLC and in compliance with the norms of the constituent agreement and the charter of the LLC, I agree, but in such decisions one should also take into account how to actually implement the decision on dismissal, in particular the removal of the seal and other attributes of power, as well as the actual elimination of the opportunities for the dismissed director to continue his ratting and harm the enterprise and its founders. It is clear that the dismissal of one of the three founders from the position of director does not deprive him of the rights of a founder and the ability to conduct LLC affairs through participation in meetings of founders and the exercise of other powers, for example, by submitting requests for audits by the Revcommission or an external audit. Of course, the dismissed person has the right to go to court, in connection with which dismissals must be handled responsibly and in compliance with the law and infringement of the rights of the dismissed person, that is, not to give reason and ground for legal disputes and squabbles that eat up the resources of entrepreneurs. In general, everything must be done not only according to the law, but also according to reason, conscience and justice. V. Gerasimov’s warning about the possibilities of using litigation to retaliate for dismissal or other completely legal punishment is based on real practice. Making enemies without the strength and means to overcome their attacks is an irrational activity. N. Demidenko, Odessa.

Elena Shirokovtseva and commentators of her appeal!
Please pay attention to how strange things are in Russia, and even in Ukraine. entrepreneurs. They create an LLC or other entrepreneurial structure, conclude constituent agreements among themselves and approve the charters of their corporate companies or enterprises, entrust their management to individual founding partners or third-party hired managers, but do not think through and do not set out in the constituent documents how to protect their interests from illiterate or malicious actions of such managers (directors), as without any special problems, that is, legally, cleanse their enterprises of mediocrities and grabbers, other pests. With A. Gorshkov’s recommendations on the procedure for dismissing a selfish director by an authorized meeting of founders (participants) of the LLC and in compliance with the norms of the constituent agreement and the charter of the LLC, I agree, but in such decisions one should also take into account how to actually implement the decision on dismissal, in particular how to carry out the seizure of the seal and other attributes of power, as well as the actual elimination of the opportunities of the director relieved from office to continue his ratting and sabotage of the enterprise and its founders. It is clear that the dismissal of one of the three founders from the position of director does not deprive him of the rights of a founder and the ability to manage the affairs of the LLC by participating in meetings of the founders and exercising other powers, for example, by submitting requests for audits by the Revcommission or an external audit. Of course, the dismissed person has the right to go to court, in connection with which dismissals must be handled responsibly and in compliance with the law and without infringing on the rights of the dismissed person, that is, not to give reason and ground for legal disputes and squabbles that eat up the resources of entrepreneurs. In general, everything must be done not only according to the law, but also according to reason, conscience and justice. V. Gerasimov’s warning about the possibilities of using litigation to retaliate for dismissal or other completely legal punishment is based on real practice. Making enemies without the strength and means to overcome their attacks is an irrational activity. N. Demidenko, Odessa.

Nodar Chincharauli is right that the charter is not an obstacle to swindlers and other amateurs to make money at the expense of others. The example he gave of how an American investor was fooled by his former (in the USSR) compatriots only shows that American investors can be suckers and sometimes too gullibly try to increase their capital at the expense of Russians\. Ukrainian and other post-Soviet aspiring entrepreneurs. Although I know many examples of fraud and scams on the part of foreign investors, most often played by our own emigrants. There was a case when a US company sent a Ukrainian company 350 thousand dollars. as a contribution to the authorized capital and for the purchase of technological equipment. The money received was immediately sent by the trusting or accommodating director of the Ukrainian enterprise to the account of the equipment seller in the same states. As a result, the equipment never arrived, and the foreign investor settled in the Ukrainian enterprise with such a share in the authorized capital that provided him with the right to manage this enterprise and change directors easier than gloves. Unfortunately. investments from abroad are like a Trojan horse. And here you need to be on your guard and not wait for manna from heaven. Nikolay Demidenko. Odessa.

Detailed step-by-step instructions on how to independently register an LLC with 2 or more founders + the entire set of documents for registration.

Super important tip! If there are any doubts about the correctness of execution of any of the documents - you can always “check the correctness of filling out documents” at the tax office more before you hand it in documentation. You can call by phone, you can go in advance for a consultation, you can clarify all the questions even on the day when you have already brought all the ready documents. The main thing is before serving. Then you can rest assured that your state duty will not be lost and there will be no refusal.

So let's get started.

A package of documents for registering an LLC with 2 or more founders

List of required documents:

1. Protocol on the establishment of an LLC;
2. Agreement on the establishment of an LLC;
3. LLC Charter;
4. Application for LLC registration;
5. Receipt for payment of state duty.

In total, you need to prepare 5 documents, and only take 4 to the tax office. The tax office does not require any other documents: there is no need for certificates of payment of the authorized capital, or copies of the founders’ passports - because the tax office, by the way, like lawyers and aspiring entrepreneurs, are guided by the same provisions of the Federal Law “On State Registration of Legal Entities” and individual entrepreneurs."

Before you start filling out the necessary papers, I’ll show you a few free programs for preparing documents for LLC registration.

Such assistant programs work like a questionnaire - you need to fill out special fields (for example, company name / amount of authorized capital), and then the program itself generates statements, charters, protocols with your data. All that remains is to check everything, print it out and submit the completed package of documents to the tax office.

First assistant program – offline, developed by the tax service wing. Found at the link.

Here you can only fill out various applications, the forms of which were approved by the tax office, including the application we need for registration of a legal entity P11001.

To use the program, you need to download it. To do this, your computer must meet certain technical requirements.

If you don’t want to install anything, there is another way - online services.

That's why second assistant program – online tax service. Found at the link.

Here you can only fill out an application for registration and pay the state fee (or just make a payment order). If you have an electronic signature, you can submit documents for registration through this service. If there is no signature, you can send an “application for registration” - that is, an application and a state fee. At the appointed tax time, all documents (including a paper application) will need to be brought in person to the tax office and received ready. There is also a third option - using this service you can not send anything anywhere, but only prepare and print an application and a receipt for the state duty.

Here you can prepare all the documents for registering an LLC at once - an application, minutes, agreement on establishment, articles of association, make a receipt for payment of fees, choose a taxation system and even open a current account under special conditions (if necessary).

Choose the way that is easier for you.

And if it is more convenient for you to fill out all the documents manually or you simply do not want to leave your passport data in the services, then next I will tell you in detail about how to open an LLC with 2 or more founders on your own.

The instructions contain all the documents needed for registration. Sample applications and examples of how to fill them out are publicly available and can be downloaded. Statutes, Decisions, Protocols and Agreements are located in our store. We send these documents by email immediately after placing your order.

Preparing the LLC Establishment Agreement

Print according to the number of founders + 1 copy for LLC

Sew

The establishment agreement is the first document that is needed if the LLC is created not by 1 person, but by several - there can be from 2 to 50 founders.

The establishment agreement is not a constituent document. Therefore, there is no need to bring it to the tax office.

Previously, this document was called the “constituent agreement”, was considered a constituent document and had to be submitted to the tax office.

Now the rules have changed. Today, by law, an agreement on establishment must be concluded and must be kept as part of all documents on the establishment of an LLC. In fact, now the founders conclude this agreement only once and then no one returns to it, no changes are made to it. You need to immediately agree on all the terms, print, sign and store.

Now about the document itself. The establishment agreement is concluded only in writing.

My version of the establishment agreement is here.
Document format: WORD
Number of pages: 2
Update date: 05/05/2019

To use it, you need to replace the data highlighted in red with your own. I used 2 founders as an example.

My version of the establishment agreement already meets the requirements imposed on it by current legislation.
But in order for you to better understand the contents of this document, I will explain that when drawing up an agreement on the establishment of an LLC, we pay main attention to the authorized capital:

• size– determined in rubles. Let me remind you that minimum 10,000 rubles. You don’t have to add anything and leave a minimum of 10,000 rubles.

• the size of the share of each founder and the nominal value- here it will be clear how the shares of the founders compare (50/50, 30/70, and so on).

• payment order– the authorized capital of an LLC can be paid for in money, securities, things, property rights. My version of the agreement provides for the most common form of payment for the authorized capital - cash.

  Just a moment! From 09/01/2014 the minimum authorized capital (i.e. = 10,000 rubles) can only be paid in cash.

  Classic example:
  How to pay for the authorized capital of an LLC with money?
  In the language of lawyers: in monetary form.
  It is no longer necessary to open a preliminary – savings – bank account. After registering the LLC, it will be enough to open a bank account and each founder deposits the required amount (you can do it in full immediately). This money can then be used for the needs of the LLC. And you don’t have to report to the tax authorities that you have paid for your authorized capital.

• payment period– here you need to choose when each founder will pay his share.
  Previously, the rule was: before registering an LLC, it was necessary to pay at least 50% of the authorized capital, and the rest - within 1 year. Now this rule does not apply.
  From May 5, 2014, at the time of registration you can pay nothing, The main thing, as required by law - pay the authorized capital in full no later than 4 months from the date of registration of the company.
  In my version of the establishment agreement, the maximum payment period was used: 4 months from the date of registration of the company.
• The founder cannot be exempted from paying his share. But the contract can stipulate any sanctions for late payment.
  For example, pay a penalty or fine. My version of the contract provides for a “fine in the amount of 50% of the amount not paid on time.”

In addition to the above information about the authorized capital, the agreement must contain the procedure for the founders to carry out joint actions to establish the company. Simply put, which of the partners prepares the documents and submits them to the tax office. In my version, this is the “final provisions” section.

The finished agreement on establishment must be printed in copies according to the number of founders (1 to everyone and distributed to everyone) and + 1 copy for the LLC itself (this copy is easy to store). For the tax authorities, I repeat once again, a copy is not needed.

Since your agreement on establishment will not be on 1 sheet (in my version - 2), the printed sheets will need to be sewn together. Duplex printing is not possible. And you can’t fasten it with a stapler either. A stitched document guarantees its integrity. After stitching, glue the “Stitched/Numbered” sticker in place of the thread knot. We indicate the number of stitched pages/sheets, the position and full name of the applicant, and set the date of stitching.

The important thing here is: who will be the applicant? If we choose the most budget-friendly registration option, so as not to spend money on a notary, then all the founders will be applicants. Therefore, you need to add as many signature lines to the sticker as you have founders.

For reference I will say that the applicant can be one of the founders, and not all at once, but then you will have to go to a notary and certify the signatures in the registration application. This procedure is simple, but will add costs to registration.

Let's move on to the next document.

We are preparing a Protocol on the establishment of an LLC

Print in 2 copies

Sew

This document is fully called “Minutes of the meeting of founders on the establishment of an LLC.”

When there is 1 founder, this document is called a “decision”, and when there are two or more founders, there will be a protocol.

The founders meet, come up with the full and short name of the LLC, choose an address, approve the charter, elect the management bodies of the company - vote - and all decisions made, along with the voting results, are reflected in the minutes of the meeting of the founders.

What is important here is that solutions on the establishment of a company, on approval of the charter (or making a decision on action on the basis of a standard charter), as well as on approval of the monetary value of securities, other things, property rights or other rights with a monetary value, contributed by the founders to pay for their shares in the authorized capital, must be adopted unanimously .

My version of the Protocol on the establishment of an LLC contains all the points that are mandatory under current legislation.
I used 2 founders as an example.
Document format: WORD
Number of pages: 2
Update date: 05/05/2019

To use this document, you need to replace the data highlighted in red with your own.

What else you need to know when drawing up the Protocol on the establishment is about the governing bodies of the company.
An LLC with two or more founders must have at least two management bodies. In all my documents - both in the Protocol and in the Charter - I use exactly this structure:

1. Supreme body- this is a general meeting of participants . There are issues that need to be resolved only at a general meeting - this is called the “exclusive competence of the general meeting” - for example, a decision to liquidate an LLC, amendments to the charter, and others.
2. Sole executive body- a body that manages current activities, you can choose any name - director, general director, president, and so on. In any case, the name of this body must be the same in all documents submitted for registration. In my version of the Protocol (and Charter) I use the classic "director".

For reference: An LLC may also have other management bodies: collegial executive body (board, directorate), board of directors (supervisory board), audit commission (auditor), auditor. All these bodies are created in an LLC at the request of the founders. True, if there are more than 15 participants in an LLC, then by law there must be an audit commission (auditor).

So, the finished protocol on the creation of an LLC must be printed in two copies: 1 for the tax office, 1 for your own storage. The minutes are signed by the chairman and secretary of the meeting, who are selected at the very beginning of the meeting. If your protocol, like mine, is on two sheets, the protocol also needs to be stapled. You cannot print a double-sided seal on one sheet - registration will be denied, and you cannot simply staple it. You just need to sew it with thread. And in place of the thread knot, glue the stamp “Stitched/numbered” - everything is exactly the same as in the Establishment Agreement, which you have already read about above.

We are preparing the LLC Charter

Print in 2 copies

Sew

The charter is the only constituent document of an LLC, the basis for the activities of any company.
In fact, this is the only one of all registration documents that you will continue to refer to in the course of the LLC’s activities.
Therefore, I advise you to treat it carefully.

The main thing in the charter is not a lot of pages and incomprehensible abstruse text, but the content.

There are plenty of templates for LLC charters on the Internet. I can’t analyze every one. I’ll tell you about my version of the charter of an LLC with 2 or more founders: how it will make life easier for its owners, what important points are included in it and why it will be used specifically to open an LLC:

1. At the stage of opening an LLC, when partners are just starting a joint business, the charter copes with the following task - to be closed to the entry of new participants, but open to the exit of partners.
For this purpose, the charter contains:

• prohibition on alienation of shares to third parties;
• prohibition on pledging shares to third parties;
• a ban on the sale of company shares to third parties;
• a ban on increasing the authorized capital through contributions from third parties;
• transfer of the share to the heirs only with the consent of the remaining participants in the company;
• voluntary withdrawal of a participant upon application.

>>> From June 25, 2019, Model Charters for LLCs will come into force. The Ministry of Economic Development of the Russian Federation has approved as many as 36 versions of standard charters. Any of them can be chosen at any time (when registering an LLC or already in the process of work). However, it will also be possible to refuse to use the standard charter at any time.
The text of the order with Model Charters is available from our official source of new legislation - in Rossiyskaya newspaper(Link will open in a new window).
All the details about standard charters are waiting for you in the new article " Model LLC charters: pros and cons".

Let's move on to the last document.

Preparing an application for registration

Print 1 copy

Do not stitch

Now we will fill out the registration application. It is very complete and detailed, it is called “application for state registration of a legal entity upon creation” and has the number P 11001. In the language of lawyers and tax authorities, this document is called “11th form”.

The new application form is different from the old one only sheet I, which indicates which classifier to use to indicate types of activities. The current version of the application must indicate the OK 029-2014 classifier (NACE Rev. 2).

To make it easier for you to prepare this document, you can use my Examples of filling out an application for LLC registration:

• first example of filling - for the cities of Moscow and St. Petersburg. The peculiarity of this sample is that, according to the requirements of the tax service, when indicating the elements of the address (location of the company) for the cities of Moscow and St. Petersburg, sections 2.3 - 2.5 are not filled in

• second example of filling- for other Russian cities. In this example, the city of Novosibirsk is used.

Each of the filling options covers the case when an LLC is established by two individuals.

Fully all tax requirements for filling out the application is in the Order dated January 25, 2012 N ММВ-7-6/25@. Following the link, this document will open in the non-commercial version of the ConsultantPlus legal reference system, which is used by lawyers to find the necessary documents. Searching for documents there is not at all difficult, but what is most valuable is that all laws and regulations there are in the latest version - in the current current editions. In a word, “ConsultantPlus” is a proven quality resource.

The "short version" of the requirements is in this document. I simply highlighted this block from the long Order of the Federal Tax Service. A all codes and abbreviations, which may be needed when filling out an application, I have collected in a separate file, it is available for download. Perhaps it will be easier for you.

Now a few words about types of activities. This is Leaf And both old and new in the statement. When filling out an application for registration, the desired types of activities for the tax authorities must be written in digital form, selecting the necessary codes from the required OKVED List (stands for the All-Russian Classifier of Types of Economic Activities).

• Previously - until July 11, 2016 - the old OKVED OK 029-2001 (NACE Rev. 1) was used
• Currently in use new OKVED OK 029-2014 (NACE Rev. 2)
  Be careful!Using codes from an invalid OKVED is a refusal to register.

The link will open on the ConsultantPlus website, which you have already read about above.
How to search for codes. You can search directly through the text using the table of contents or the search at the top of the page. Enter keywords and phrases.

If it’s so difficult, you can use the services of different websites or online services for preparing documents for registration.
For example, a convenient search for OKVED is available in the free document preparation program “My Business,” which I wrote about at the very beginning of the instructions. There the codes are grouped by meaning (instead of an endless list)

Choose a search method that is convenient for you, but remember:

• Not all types of activities are directly indicated in OKVED. It may very well be that you are looking for, but there is “nothing suitable” and “nothing specific”. There is a rule for this case: choose the code that makes the most sense.

• If a 4-digit code is selected, it automatically includes more fractional codes(five digits). Conversely, using a 5-digit code does not cover a 4-digit code.

An example from the new OKVED OK 029-2014:
We indicate the code - 95.22 - repair of household appliances, home and garden equipment. This code includes/covers codes such as: 95.22.1 - repair of household appliances (refrigerators, stoves, ovens, etc.), and code 95.22.2 - repair of home and garden equipment (lawn mowers, snow blowers, etc.) .). If, on the contrary, you specify only code 95.22.1, then it does not cover code 95.22.2.

• There are no restrictions on the number of activities. You can select as many codes as you need. If you run out of fill sheets, you can continue on the next one. You may change/add codes in the future. But this will be a separate registration action. Still, you shouldn’t overuse the number of codes.

And further Some tips for filling out the application:

• Can fill out either by hand or on the computer, but “some of the sheets are by hand, some are on the computer” is not allowed;
• There will be a lot of sheets that you will be left with blank because this is a registration statement for different legal entities, not just LLCs. The tax office has a rule: blank sheets are not printed and are not attached to the application. You print only those sheets that you have completed;
• We print only one-sided printing, double-sided printing - refusal of registration;
• !No need to staple application sheets! Just print it out and staple it together so nothing gets lost.
• IMPORTANT!
  How to sign a registration application if there are several founders:
  1. All founders come to the tax office to sign an application with passports. In this case, you do not need to pay for notary services!
  2. All founders can sign the application at the notary. They came together and assured us together. This option is suitable for cases where documents will be handed over by a representative under a notarized power of attorney or documents will be sent by mail.
  3. Some applicants can sign at the notary (if they do not want/cannot go to the tax office), and the other part will sign at the tax office.
  4. Each founder can come to the notary separately (if it is not possible for everyone to come together) and separately certify their signature. In this case, the application is transferred from one founder to another, and the notary, as a rule, attaches to the application a sheet for the applicant and a sheet certifying the signature.

     Summarize: if the method is chosen registration of an LLC with several founders without a notary at all, then in the registration application there should be so many sheets N of the application, how many founder-applicants. When preparing an application on this page, only the “to whom the documents should be issued” box is filled in. The remaining fields – “full name” and “signature of the applicant” – remain empty and will be filled out in the presence of a tax officer when you submit all the documents. And don’t let the phrase at the bottom of the sheet “the authenticity of the applicant’s signature must be certified by a notary” scare you - tax officials know that if applicants come in person, they can do without a notary.

We pay a state fee of 4,000 rubles

The tax office's work on registering your company is not free. For this you need to pay 4,000 rubles.

BUT from January 1, 2019, when submitting documents for LLC registration in electronic form, there is no need to pay state duty. I wrote more about this (link will open in a new window).

Important! date of payment state duties (date of receipt) must be after the date of the Protocol on the creation of the LLC, but not earlier.

Also: the founders pay the state fee in equal shares.
Therefore, there will be as many receipts as there are founders. To support my words, I will cite Letter of the Ministry of Finance of the Russian Federation dated 08.08.2013 No. 03-05-06-03/32177, which explains that for the state registration of a legal entity created by three founders, a state duty must be paid by each founder in the amount of 1/3 of 4000 rubles. This Letter of Explanation is based on clause 2 of Art. 333.18 of the Tax Code of the Russian Federation, according to which “if several payers who are not entitled to benefits simultaneously apply for a legally significant action, the state duty is paid by the payers in equal shares. In other words, if there are 2 founders, then there will be two receipts for 2,000 rubles each. Each founder pays the receipt on his own behalf. And if there are 3 founders, then when dividing 4,000 by three, the result is 1333.3333... In this case, you need to round up to a whole number - 1334 rubles each.

Print in 2 copies

If you want to switch to the “simplified tax system”, that is, use the simplified taxation system (STS), it will be very simple to submit a notice of transition to the simplified tax system along with a package of documents for registration.

Find out all the details about payments using the simplified tax system It is possible from accountants. The link will open in a new window, scroll down the page.

If you don’t decide right away, you will have another 30 days after registration to think about it and then go separately and submit a notification.

In any case, the notification must be filled out and printed in two copies: we will take both copies to the tax office. The tax officer will take one copy from you, and put an “acceptance” stamp on the second. Save this copy! In the event of a dispute with the tax authorities, this document will be irrefutable confirmation that you submitted a notification and changed the tax regime.

Find out the address of the tax office to which we will submit documents

Important! The address of the required tax office will be determined by the address (location) of the LLC.

The tax service “Address and details of your inspection” will help with this.

We leave the “FTS code” field empty (since we do not know such a code). Click “Next”. Select from the list, fill in the “Region” field, click “Next”, then “Region”. It is important here that this is not a district of the city, but a district of your region - region, region, etc. Click “Next”. Then - “City”. Click “Next”. In some cases, you will also need to fill out the “Settlement” section. After clicking the “Next” button, a list will appear on the screen in which we find “details of the registration authority entrusted with the functions of registering legal entities.” There will be an address, telephone number, and reception hours.

In many large cities of Russia there are MFCs - Multifunctional Centers, where the tax authority registers LLCs. However, if there is an MFC in your city, based on the results of processing your data, you will see it in the generated list. Let me remind you that through the MFC you can also submit documents for registering an LLC electronically without paying a state fee.

Certificate of registration with the tax authority on a regular A4 sheet .

State registration certificates have now been cancelled. Details

Important! When receiving documents, I strongly recommend checking all the data registered by the tax office. In case of technical errors of the registrar - in the address, in the name, etc. - if immediately detected and addressed, the documents will be corrected quickly and, very importantly, free of charge.

Remember! All original documents received from the tax office are kept only by you. Everyone else can only be allowed to look at it in their own hands or make copies. If something is lost, you will have to order a duplicate. And this is also paid.

Well, already 100%

I hope your registration was easy and successful, and all the completed documents are already in hand.
Although in fact, documents from the tax office are just the finish line on the horizon. There are statistical bodies, the Pension Fund, the Social Insurance Fund, and so on.
But more on this in a separate instruction.

The law of the Russian Federation provides for the creation of a limited liability company either by one person or legal entity, or by a group of persons, the number of which should not exceed 50 units. A limited liability company is a fairly popular form, because there is no risk of losing the main property. There is a certain limit of funds that an entrepreneur risks.

Opening an LLC is also possible by one founder, if an individual or legal entity has enough funds to realize his plan. Usually, for large projects, it is more profitable to collaborate with people who can become like-minded people. Then there is the option of creating an LLC with two, three founders, or even more.

50 founders is the maximum number of participants allowed by Russian law. You just need to approach the registration of such a company correctly. Let's take a closer look at these points.

50 founders is the maximum number of participants allowed by Russian law.

How to open an LLC with several founders

If you have an idea and a like-minded person, then at the initial stage it is worth thinking through all the subtleties of future activities.

Preparatory steps

1. The company must have a name. Think about this in advance. It is necessary to listen to the ideas of each LLC founder and then unanimously select the appropriate one.
2. Determine the address at which the new organization should be registered. When creating an LLC with several founders, you cannot select the residential address of one of the participants. For an office, you need to choose a separate room that can be rented, or use someone else's property. There must be an agreement that the premises are provided specifically for the office of the LLC. This address is recorded in documents when an LLC with a large number of participants is registered.
3. To work, you will need to open a bank account, which will be linked to a newly created company with several founders. It is necessary to transfer funds to the general account - the authorized capital of the LLC, but not less than 10,000 rubles. The amount may be transferred in installments. The law does not oblige the founders of an LLC to pay the entire amount before registering the company in the register.

Important! When creating an LLC with several founders, the authorized capital is contributed by each participant in accordance with his share.

Let’s assume that an LLC is being created with two founders, whose shares in the business are divided in half. Then the authorized capital, for example, of 30,000 rubles must be contributed by both founders 50/50, i.e. 15,000 each. One participant in a future organization cannot make a single contribution for all the founders, even if you decide to open an LLC for two.

Documentary stage

Now comes the crucial moment - the creation of documents for the future limited liability company.

1. The founders’ decision to create an LLC must be recorded on paper. For this purpose, a meeting of those who decide to participate in the activities of the organization is held. The minutes of the general meeting of founders are drawn up, which becomes the starting position. The protocol is not the main document for an LLC, but without it an application for registration of an LLC with several founders cannot be completed with the Federal Tax Service. The protocol is drawn up according to certain rules that are provided for by the laws of the Russian Federation relating to the activities of a limited liability company.

2. Unlike an LLC with one founder, when only a decision is drawn up, when preparing to open an organization with several founders, an agreement is required for the protocol. It is an explanation of all the nuances that were adopted by the founders at the general meeting.

The contract must indicate:

• Ratio of shares of participants.
• Conditions for participation of co-founders in the development of the company.
• Conditions for leaving the LLC or the right to transfer your share to third parties.
• Amounts of authorized capital for each participant and terms of their payment.
• Other important points affecting the relationship between partners.

You can use any ready-made contract template as a basis.

The agreement is drawn up in the number of copies corresponding to the number of founders who will be part of the LLC. The tax treaty is not submitted. One copy must be kept in the future with all documents of the organization.

3. Together with the minutes of the general meeting, the charter of an LLC with two or more founders is formed. This document will become the basis for all work. Drawed up in 2 copies and submitted to the tax office for registration of the organization. One copy of the charter of an LLC with several founders will be returned. It must be kept in the office with all documents.

Important! Printing of any documents is allowed only on one side. It is advisable to stitch a large number of sheets in a document in accordance with the requirements for the preparation of such documentation. The use of a stapler or paper clips is not permitted.

Preparing for registration

The main path has been completed. All that remains is to fill out an application for registration and take the package of documents to the tax office.

You need to download an application for registration of an LLC with several founders using form P11001. The main requirements are set out in the Order of the Federal Tax Service of the Russian Federation. All the founders of the future organization are involved in the registration. Participants can be both ordinary citizens and legal entities, whose data is entered into a special form. When preparing documents, you can use the electronic service on the tax office website.

Important! The application can be signed in only 2 ways:

• In the presence of an inspector accepting the documents, if the founder is present when submitting the documents.
• In the presence of a notary who certifies this signature, if the founder is unable to personally visit the tax office at the appointed time.

One copy of the application is printed or drawn up in writing, but signed by all founders without exception. There is no need to staple the document sheets.

Before going to the tax office, you must pay the state duty. In 2017, its size is 4,000 rubles. Each founder is required to pay this amount; the amount must be proportional to the size of his share. One participant cannot pay for everyone. Everyone pays personally, indicating their details in the payment order. If there is a desire to open an LLC for two, then each founder pays 2,000 rubles to the state treasury. If the number of participants is greater, then the amount is divided among everyone. All counterfoils must be attached to the application for registration of an LLC with two or more founders.

You can add one more statement to the package if a decision has already been made on the taxation system for an LLC with several founders. Typically, organizations choose a simplified system. It is necessary to notify the tax office about this in time so as not to end up in a no-win situation. We prepare the application in 2 copies, one will remain with you.

Typically, LLCs choose a simplified taxation system. The tax office must be notified of this in a timely manner.

Documents for registration:

• Application for registration when creating an LLC with several founders.
• Minutes of the meeting on the creation of an LLC – 2 copies.
• Charter of the organization - 2 copies.
• Receipts for payment of state fees totaling 4,000 rubles.
• Companion passports.
• Application for changing the tax system (if necessary) – 2 copies.

You can go to the tax office with the whole team and save money on it. Then each participant must be present at the document submission procedure. But you can choose an alternative:

• Send one of the founders, having in hand an application with all signatures certified by a notary.
• It is possible to attract an authorized person who is not part of the founders, but has a power of attorney to register an LLC.

The entire operation is carried out on a one-window basis, where the processes for opening an LLC with several founders will be completed. You can receive all documents in 3 business days.

Step-by-step instructions for registering an LLC

Let's repeat the entire sequence of actions:

• Come up with a company name.
• We arrange a meeting of company participants and issue an order to open an LLC.
• We confirm the order with protocol.
• We create an LLC charter.
• We decide on the amount of authorized capital.
• Choosing a tax system.
• We pay the state fee.
• We submit documents to the Federal Tax Service.
• We open a current account and deposit the amount of authorized capital into it.
• We create an LLC seal.

Let's sum it up

Opening an LLC with two, three or more founders can be beneficial for both new and experienced entrepreneurs. The registration procedure is slightly different from creating an LLC with one founder. The general meeting does not create a decision, but a protocol on the creation of the company, which must be supplemented by an agreement.

All financial costs during registration are distributed among all participants according to their shares.

To save money, it is better to choose the independent option of creating an organization without involving a lawyer and a notary. Perhaps you can set aside time in your schedule to go to the tax office as a whole. Discovering a new direction in your life is a pleasant event.

By following our step-by-step instructions and using the official resources of government departments, you can easily open an LLC with several founders. The main thing is to agree on everything with your partners at the initial stage.