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Management bodies ooo. LLC management structure: who manages the legal entity The supreme body of a limited liability company is

Society with limited liability established and operated in accordance with Civil Code RF and federal law dated February 8, 1998 No. 8-FZ "On Limited Liability Companies". A limited liability company (hereinafter referred to as a company) is a business company established by one or more persons, the authorized capital of which is divided into shares of sizes determined by the constituent documents. The participants of the company are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of their contributions.

Society members may be citizens and legal entities. A company may be founded by one person who becomes the sole participant, but it cannot have another economic company consisting of one person as the sole participant. The maximum number of members of the company should not be more than fifty. If this limit is exceeded, the company must be transformed into an open joint-stock company or a production cooperative within a year.

Constituent documents companies are a memorandum of association and a charter. If the company is founded by one person, the constituent document is the charter approved by this person. If the number of participants in the company is from two or more, a contract is concluded between them memorandum of association, in which the founders undertake to create a company and determine the procedure for joint activities upon its creation, the composition of the founders (participants) of the company, the size authorized capital and the size of the share of each of the founders (participants) of the company, the amount and composition of contributions, the procedure and terms for their introduction into the authorized capital of the company upon its establishment, the liability of the founders (participants) of the company for violation of the obligation to make contributions, the conditions and procedure for distribution between the founders (participants ) the company profits, the composition of the company's bodies and the procedure for the withdrawal of participants from the company.

    In accordance with federal law company charter must contain:

    Full and abbreviated corporate name of the company;

    Information about the location of the company;

    Information on the composition and competence of the company's bodies, including on issues constituting the exclusive competence of the general meeting of the company's participants, on the procedure for making decisions by the company's bodies, including on issues decisions on which are taken unanimously or by a qualified majority of votes;

    Information on the amount of the authorized capital of the company;

    Information on the size and nominal value of the share of each member of the company;

    Rights and obligations of members of the company;

    Information on the procedure and consequences of the withdrawal of a company participant from the company;

    Information on the procedure for the transfer of a share (part of a share) in the authorized capital of the company to another person;

    Information on the procedure for storing documents of the company and providing information by the company to participants in the company and other persons;

    Other information provided for by the Federal Law, for example, information about the company's branches and representative offices.

The federal law establishes the rights and obligations of the company's participants, the procedure for forming the authorized capital of the company, minimum size which should be on the date state registration of the company being founded, at least 100 minimum wages, the procedure for increasing (decreasing) the size of the authorized capital of the company, etc.

The authorized capital of the company is made up of the nominal value of the shares of its participants and determines the minimum amount of property that guarantees the interests of its creditors. The size of the authorized capital of the company and the nominal value of the shares of the company's participants is determined in rubles. The size of the share of a company participant in the authorized capital of the company is determined as a percentage or as a fraction. The charter of the company may limit the maximum size of the share of a member of the company.

The supreme body of society is the general meeting of participants in the company, the competence of which is established in Art. 33 of the Federal Law "On Limited Liability Companies". The charter of the company may provide for the formation of a board of directors ( supervisory board) society. The management of the current activities of the company is carried out by the sole executive body of the company or the manager under an agreement with the company and the collegial executive body of the company. In companies with more than 15 participants, an audit commission must be formed without fail (an auditor must be elected).

The company may, in accordance with civil law, have subsidiaries and dependent companies. A company is recognized as a subsidiary if another business company or partnership, by virtue of its predominant participation in its authorized capital, or in accordance with an agreement concluded between them, or otherwise, has the ability to determine decisions made by such a company.

A company is recognized as dependent if another (predominant, participating) economic company has more than 20% of the authorized capital of the first company. A company that has acquired more than 20% of the voting shares of a joint-stock company or more than 20% of the authorized capital of another limited liability company is obliged to immediately publish information about this in the press, which publishes data on state registration of legal entities.

Management bodies in an LLC should be formed at the stage of organization of the enterprise. Information about the powers of managers is entered into the Charter and registered with state authorities. The leadership may be elected or simply appointed.

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The governing bodies of an LLC can be formed as follows:

  1. All fundamental decisions are made by the general meeting of participants. If their number is significant, the required quorum can be negotiated.
  2. The management body of an LLC with one founder is the owner of the enterprise.
  3. The company's Charter may provide for a mechanism for forming the Supervisory Board of a limited liability company.
  4. The mechanism for creating an alternative administrative apparatus is also fixed there: the Directorate, the Board of Directors, the Board. These structures are entrusted with executive power and management of current economic activities.
  5. To check the efficiency and legality of the work of the enterprise, an Audit Commission may be formed or a single Auditor may be appointed. This is also fixed in the Charter.

Consider the functional features of each control structure.

General meeting of founders (participants) LLC

Federal Law 14-FZ of February 8, 1998 “On a Limited Liability Company” determined that the supreme management body of an LLC is precisely the general fees of the persons who created it. It can be:

  1. Individuals.
  2. Legal entities and individuals.
  3. Companies exclusively.

The equity participation of each of them is described in the Articles of Association. The size of the part of the enterprise owned by such a founder is indicated.

A general meeting can be organized according to a previously established schedule (annual summing up of work, report on financial results) or as needed (make important decisions, change the composition of the participants or the management of the company).

Each of the owners of the LLC has equal rights with others, can participate in the discussion and vote "for" or "against" this or that initiative. The value of the vote of such an owner is determined by the size of his share in the LLC and proportionally influences the final decision.

The General Meeting is authorized to decide the following issues:

  1. Determine or change the direction of the company, the procedure for its implementation.
  2. To carry out structural changes in the organization.
  3. Increase or decrease the authorized capital of the company.
  4. Appoint the executive bodies of the LLC.
  5. Make a decision to close (liquidate) the enterprise, its reorganization.
  6. Approve the issue valuable papers companies (bonds and others).
  7. Transfer sole functions executive body third party commercial organization or individual entrepreneur.
  8. Approve quarterly, annual or liquidation statements and balance sheets.
  9. Carry out coordination and approval of documents that regulate the financial and economic activities of the enterprise and are within the competence of the company's participants.
  10. Approve the auditor and the procedure for conducting an audit.
  11. Dismiss or approve the CEO of the company.
  12. Decide on other issues that arise in the course of running the household. activities.

Participants must meet at least once a year, but in the event of a situation requiring a meeting of the founders, the meeting can be held out of turn.

This article talks about typical ways to resolve legal issues, but each case is individual. If you want to know how to solve your particular problem - contact our consultant for FREE!

It is a body of parallel control and management. The competence and the possibility of its formation should be spelled out in the charter of a limited liability company. Members of the board of directors are appointed by order of the general director of the company. In many ways, the functional load of this management body coincides with the powers of the general meeting of participants, but not so wide. The competence of this executive body of a limited liability company includes:

  1. Deciding on associations with other companies or associations of legal entities.
  2. Organization of the audit (approval of the auditor, the amount to be paid to him, etc.).
  3. Adoption of a wide variety of internal documents of the company.
  4. Preparing and holding a general meeting of LLC participants.
  5. Additional approval of transactions in accordance with the requirements of articles 45-46 of the Federal Law "On LLC".
  6. Solving other issues related to the activities of the company, including the opening of branches and separate subdivisions enterprises.

Important! Supervisory management and control bodies LLC with sole founder cannot be headed by the owner if he alone manages the company. Another employee of the enterprise must be appointed as the Chairman of the Board of Directors.

Executive bodies of a limited liability company

An LLC can be managed by the sole executive body personally or by combining or dividing the areas of responsibility to a collegial management structure. The first type of management units include positions:

  1. Company President.
  2. General Director.
  3. Other senior management positions.

These employees can represent the interests of the enterprise in various instances without a power of attorney, conclude commercial and other contracts and agreements. Managers are endowed with the broadest powers and can resolve a variety of issues that are not directly related to the competence of the general meeting of LLC participants.

The operating procedure of the sole executive body is prescribed in the Charter of the company, and can also be clarified by concluding an agreement for the provision of management services, concluded between the enterprise and the hired manager.

Often, the Charter of the enterprise contains a rule on the creation of an additional executive body as part of an LLC, it is called collegiate. He is elected at the meeting of the founders for the term specified in the Charter. Competence and objectives of this work structural unit are also determined by the total fees of LLC participants.

Attention! A member of the collegial management body can even be a third party who is not an active employee of the company.

The audit management body of the LLC is the Audit Commission

The quantitative composition, terms of work of auditors - all this is determined by the Charter of the company. Members of this audit body have the right to study all documents of the enterprise, to conduct any verification of the facts reflected in the documentation.

Attention! During work audit commission the sole and collegiate executive bodies are obliged to give the necessary explanations to the full extent sufficient for the analysis of information, including in writing.

The obligatory functional load of the auditors is to check the annual reports of the enterprise. The General Meeting of Participants is not entitled to approve these documents without an appropriate visa from the Audit Commission.

Several types of governing bodies of a limited liability company have different powers and functional load. Even the most big company will be able to ensure competent management and control of FCD, having formed management structures properly.

All members of the society have the right to attend general meeting members of the company, take part in the discussion of agenda items and vote when making decisions.

The provisions of the company's charter or decisions of the company's bodies that restrict the said rights of the company's participants are void.

Each member of the company shall have at the general meeting of members of the company the number of votes proportional to his share in the charter capital of the company, except for the cases provided for by this Federal Law.

The charter of the company upon its establishment or by amending the charter of the company by decision of the general meeting of the participants of the company, adopted by all the participants of the company unanimously, may establish a different procedure for determining the number of votes of the participants in the company. Change and exclusion of the provisions of the charter of the company, establishing such a procedure, are carried out by the decision of the general meeting of participants in the company, adopted by all participants of the company unanimously.

2. The company's charter may provide for the formation of a board of directors (supervisory board) of the company.

The second paragraph became invalid on July 1, 2009.

The third paragraph became invalid on July 1, 2009.

The procedure for the formation and activities of the board of directors (supervisory board) of the company, as well as the procedure for terminating the powers of members of the board of directors (supervisory board) of the company and the competence of the chairman of the board of directors (supervisory board) of the company are determined by the charter of the company.

Members of the collegial executive body of the company may not constitute more than one-fourth of the composition of the board of directors (supervisory board) of the company. A person exercising the functions of the sole executive body of the company cannot be simultaneously the chairman of the board of directors (supervisory board) of the company.

By decision of the general meeting of participants in the company, members of the board of directors (supervisory board) of the company during the period they perform their duties may be paid remuneration and (or) reimbursed for expenses related to the performance of these duties. The amounts of said remunerations and compensations are established by the decision of the general meeting of the company's participants.

2.1. The competence of the board of directors (supervisory board) of the company is determined by the charter of the company in accordance with this Federal Law. The charter of the company may provide that the competence of the board of directors (supervisory board) of the company includes:

1) determination of the main directions of the company's activities;

2) formation of the executive bodies of the company and early termination of their powers, as well as the adoption of a decision on the transfer of powers of the sole executive body of the company to a commercial organization or an individual entrepreneur (hereinafter referred to as the manager), approval of such a manager and the terms of the contract with him;

3) setting the amount of remuneration and monetary compensation to the sole executive body of the company, members of the collegial executive body of the company, the manager;

4) making a decision on the participation of the company in associations and other associations of commercial organizations;

5) the appointment of an audit, the approval of the auditor and the establishment of the amount of payment for his services;

6) approval or adoption of documents regulating the organization of the company's activities (internal documents of the company);

7) creation of branches and opening of representative offices of the company;

8) resolving issues on the approval of transactions in which there is an interest, in the cases provided for in Article 45

9) resolution of approval issues big deals in cases stipulated by Article 46 of this Federal Law;

10) resolving issues related to the preparation, convening and holding of a general meeting of participants in the company;

11) other issues provided for by this Federal Law, as well as issues provided for by the charter of the company and not referred to the competence of the general meeting of participants in the company or the executive body of the company.

2.2. If the resolution of issues related to the preparation, convening and holding of a general meeting of the company's participants is referred by the company's charter to the competence of the board of directors (supervisory board) of the company, the executive body of the company acquires the right to demand an extraordinary general meeting of the company's participants.

3. Members of the board of directors (supervisory board) of the company, the person exercising the functions of the sole executive body of the company, and members of the collegial executive body of the company who are not members of the company may participate in the general meeting of members of the company with the right of an advisory vote.

4. Management of the current activities of the company is carried out by the sole executive body of the company or the sole executive body of the company and the collegial executive body of the company. The executive bodies of the company are accountable to the general meeting of participants in the company and the board of directors (supervisory board) of the company.

5. The transfer of voting rights by a member of the board of directors (supervisory board) of the company, a member of the collegial executive body of the company to other persons, including other members of the board of directors (supervisory board) of the company, other members of the collegial executive body of the company, is not allowed.

6. The charter of the company may provide for the formation of an audit commission (election of an auditor) of the company. In companies with more than fifteen participants, the formation of an audit commission (election of an auditor) of the company is mandatory. A member of the audit commission (auditor) of the company may also be a person who is not a member of the company.

The functions of the audit commission (auditor) of the company, if it is provided for by the charter of the company, may be performed by an auditor approved by the general meeting of participants in the company who is not connected by property interests with the company, members of the board of directors (supervisory board) of the company, with the person exercising the functions of the sole executive body of the company, members collegial executive body of the company and members of the company.

Members of the audit commission (auditor) of the company cannot be members of the board of directors (supervisory board) of the company, a person exercising the functions of the sole executive body of the company, and members of the collegial executive body of the company.

The current legislation provides that when establishing legal entity in the form of a Limited Liability Company obligatory item The decision to establish an LLC is the appointment or election of the management bodies of the LLC.

The governing bodies of an LLC include:

  • general meeting of LLC participants (or the sole participant - if the founder is one person);
  • the board of directors of an LLC (supervisory board), if its formation is provided for by the charter of the company;
  • collegial executive body of the company (board, directorate), if its formation is provided for by the charter of the company, the sole executive body of the company;
  • the audit commission (auditor) of the company (if the election is provided for by the charter of the company).

General meeting of LLC participants

In accordance with the Federal Law "On Limited Liability Companies" The supreme body of an LLC is the general meeting of participants in the company. The general meeting of participants in an LLC can be regular or extraordinary, all participants of the company have the right to attend it, take part in the discussion of agenda items and vote when making decisions. The provisions of the company's charter or decisions of the company's bodies that restrict the said rights of the company's participants are void.

Each participant of the LLC has a number of votes at the general meeting of participants proportional to his share in the charter capital of the LLC. The charter of an LLC upon its establishment or by amending the charter of an LLC by decision of the general meeting of participants adopted unanimously by all participants may establish a different procedure for determining the number of votes of participants in the LLC. Changes and exclusions of the provisions of the charter of an LLC that establish such a procedure are carried out by a decision of the general meeting of participants in an LLC, adopted by all participants unanimously.

The competence of the general meeting of participants in an LLC is determined by the charter of the company.

The exclusive competence of the general meeting of participants includes:

  • determination of the main activities of the LLC, as well as making a decision on participation in associations and other associations of commercial organizations;
  • changing the charter of an LLC, including changing the size of the charter capital of an LLC;
  • amendments to the memorandum of association;
  • the formation of the executive bodies of the LLC and the early termination of their powers, as well as the decision to transfer the powers of the sole executive body of the LLC to a commercial organization or an individual entrepreneur (hereinafter referred to as the manager), approval of such a manager and the terms of the contract with him;
  • election and early termination of the powers of the audit commission (auditor);
  • approval of annual reports and annual balance sheets;
  • making a decision on the distribution of net profit between the participants of the company;
  • approval (acceptance) of documents regulating the internal activities of the LLC (internal documents of the LLC);
  • decision-making on the placement of bonds and other issue-grade securities;
  • appointment of an audit, approval of the auditor and determination of the amount of payment for his services;
  • making a decision on the reorganization or liquidation of the LLC;
  • appointment of a liquidation commission and approval of liquidation balance sheets;
  • resolution of other issues provided for by the Federal Law "On Limited Liability Companies".

The next general meeting of LLC participants is held within the time limits specified by the charter, but at least once a year. The next general meeting of LLC participants is convened by the executive body of the LLC.

An extraordinary general meeting of participants in an LLC is held in cases specified by the charter of an LLC, as well as in any other cases if such a general meeting is required by the interests of the company and its participants.

The Charter of an LLC may provide for the formation of a Board of Directors (Supervisory Board), the competence of which is determined by the Charter of the Company. The charter also determines the procedure for formation, the procedure for activities and the procedure for terminating the powers of members of the Board of Directors of an LLC.

The Law includes the following issues within the competence of the Board of Directors of an LLC (Supervisory Board):

  • determination of the main activities of the LLC;
  • the formation of the executive bodies of the LLC and the early termination of their powers, as well as the decision to transfer the powers of the sole executive body of the company to a commercial organization or an individual entrepreneur (hereinafter referred to as the manager), approval of such a manager and the terms of the contract with him;
  • setting the amount of remuneration and monetary compensation to the sole executive body of the LLC, members of the collegial executive body of the company, the manager;
  • making a decision on the participation of LLC in associations and other associations of commercial organizations;
  • the appointment of an audit, the approval of the auditor and the establishment of the amount of payment for his services;
  • approval or acceptance of documents regulating the organization of the activities of the LLC (internal documents of the LLC);
  • creation of branches and opening of representative offices of LLC;
  • resolving issues of approval of transactions in which there is an interest, in the cases provided for in Article 45 of the Federal Law "On Limited Liability Companies";
  • resolving issues on the approval of major transactions in cases provided for by Article 46 of the Federal Law "On Limited Liability Companies";
  • resolving issues related to the preparation, convening and holding of a general meeting of LLC participants;
  • other issues provided for by the Federal Law "On Limited Liability Companies", as well as issues provided for by the charter of the LLC and not referred to the competence of the general meeting of participants in the LLC or the executive body of the LLC.

Members of the collegial executive body of an LLC cannot make up more than one-fourth of the Board of Directors. The person exercising the functions of the sole executive body cannot be the Chairman of the Board of Directors at the same time. Members of the Board of Directors or a person exercising the functions of the sole executive body of the LLC may participate in the general meeting of participants of the LLC with the right of an advisory vote.

Executive body LLC

The management of the current activities of the LLC is carried out by the sole executive body or the sole executive body and the collegial executive body. The executive bodies of the LLC are accountable to the general meeting of participants and the Board of Directors. Sole executive body LLC ( CEO, president and others) is elected by the general meeting of participants of the LLC for a period determined by the charter of the LLC, if the charter of the LLC does not refer these issues to the competence of the board of directors (supervisory board) of the LLC. The sole executive body of an LLC may also be elected from outside its members.

The sole executive body of LLC:

  • acts on behalf of the LLC without a power of attorney, including representing its interests and making transactions;
  • issues powers of attorney for the right of representation on behalf of the LLC, including powers of attorney with the right of substitution;
  • issues orders on the appointment of LLC employees, on their transfer and dismissal, applies incentive measures and imposes disciplinary sanctions;
  • exercises other powers that are not assigned by the Federal Law "On Limited Liability Companies" or the charter of an LLC to the competence of the general meeting of participants in an LLC, the board of directors (supervisory board) of an LLC and the collegial executive body of an LLC.

The procedure for the activities of the sole executive body of an LLC and the adoption of decisions by it is established by the charter of the LLC, internal documents of the company, as well as an agreement concluded between the company and the person exercising the functions of its sole executive body.

If the charter of the LLC provides for the formation, along with the sole executive body, of a collegial executive body (management board, directorate, etc.), such body is elected by the general meeting of participants in the LLC in the number and for the period determined by the charter of the LLC. The collegial executive body exercises the powers assigned by the charter of the LLC to its competence. The procedure for the activities of the collegial executive body and the adoption of decisions by it is established by the charter of the LLC and internal documents.

A member of the collegial executive body can only be individual which may not be a member of the LLC. The functions of the chairman of the collegial executive body are performed by the person exercising the functions of the sole executive body, except for the case when the powers of the sole executive body are transferred to the manager.

Audit Commission (Auditor) LLC

The audit commission (auditor) of an LLC is elected by the general meeting of participants of the LLC for a period determined by the charter of the LLC. The number of members of the audit commission of the company is determined by the charter of the LLC.

The audit commission (auditor) of an LLC has the right to conduct audits of the financial and economic activities of the LLC at any time and have access to all documentation relating to the activities of the LLC. At the request of the audit commission (auditor) of the company, members of the board of directors (supervisory board) of the LLC, the person acting as the sole executive body of the LLC, members of the collegial executive body of the LLC, as well as employees of the company are obliged to give the necessary explanations orally or in writing.

The Audit Commission (Auditor) of an LLC must check the annual reports and balance sheets of the LLC before they are approved by the general meeting of participants in the LLC. The general meeting of LLC participants is not entitled to approve annual reports and balance sheets of the LLC in the absence of conclusions of the audit commission (auditor) of the LLC

The procedure for the work of the audit commission (auditor) of an LLC is determined by the charter and internal documents of the LLC.

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Members of an LLC may, at their discretion, distribute the powers of the company's management bodies in the charter. However, such opportunities are limited by law. For example, it is not possible to deprive a member of an LLC of the right to vote or provide for a unanimous decision on matters where the law provides otherwise. Read the article on how an LLC is managed.

Limited liability companies are independent subjects of civil legal relations, with a special decision-making mechanism. Special principles for regulating the activities of an LLC are contained in the Law “On Limited Liability Companies”. In particular, it states which governing bodies can operate in an LLC and what powers they have.

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What laws govern the management of an LLC

The following laws are dedicated to limited liability companies:

  • Russian Federation;
  • Federal Law "On Limited Liability Companies".

It is the Federal Law on LLC that answers questions about the company's management bodies. Chapter IV of the said law contains information on the bodies exercising managerial functions, their powers and areas of responsibility, features of decision-making.

What are the principles of LLC management?

We can single out the main principles of management in societies:

  1. Decision-making by the society is determined by the will of a specific person (group of persons) who has the appropriate right to make it. Moreover, the legislator has created a flexible mechanism that can be changed depending on the goals of a limited liability company, including management bodies. Thus, the charter of an organization can provide for the presence or absence of a board of directors in the hierarchy of management bodies, the presence of a manager or auditor of the company and determine their work procedure.
  2. There is an imperative-dispositive mechanism for appointing governing bodies. The law contains the rights, obligations and guarantees of LLC participants. It is impossible to influence the existence or the mechanism for exercising these rights and guarantees. So, for example, it is impossible in the charter to prohibit the participants of an LLC from attending a general meeting, participating in the discussion of the agenda and voting when making decisions. Guarantees for LLC members limit the ability to change the articles of association.

What is the hierarchy of governing bodies in an LLC

If the articles of association do not define special provisions governing management issues, then the company will be subject to general rules provided for in Chapter IV of the LLC Law. Let's consider what rules the LLC is subject to and what structure the governing bodies have:

  1. General meeting of members of the company. Article 32 of the LLC Law calls the assembly the supreme governing body of the company. The basic principle is that the more a participant has a share in the authorized capital, the more votes he has at the meeting. The company has an obligation to hold annual regular meetings and the right to convene extraordinary ones. It is at the general meeting that the main issues related to the management of the company are to be resolved. Some of these issues are prohibited from being referred to other authorities for resolution.
  2. Board of Directors . The same article 32 points to the possibility to provide for the creation of such a council in the charter. By general rule its tasks include making decisions on opening branches and representative offices, appointing an executive body, convening a general meeting of participants, etc.
  3. Sole executive body of the company. The position may be called “general director”, “president”, etc. Article 40 of the law defines the functions of the sole executive body of an LLC. In fact, the director current management LLC - has the right to act without a power of attorney, issues orders, draws up powers of attorney, concludes transactions, etc. You should carefully consider its powers: if there is no clear delineation of powers between the director and other management bodies, in the event of a conflict of interest, the director will have more control over LLC than its members. However, it is subject to the general assembly.

How to manage a society in which there is a single member

If an LLC consists of one founder, then this sole participant performs the role of management bodies (Article 39 of the LLC Law). The law says that he makes decisions instead of the general meeting. These decisions are made in writing.

How to prevent the violation of rights and obligations by one of the governing bodies

If there are two founders in an LLC, the general rules apply: the main governing body will be the general meeting of these founders. When the number of members of an organization is equal to or greater than two, there is always a risk of disagreement when making a decision. In practice, they occur when the governing body acts in bad faith, and the consequences vary. Let's consider several situations.

LLC member was not notified of the general meeting

The competence of the general meeting includes key decisions for the company, and each participant has a legal right to vote. But what if the participant was not notified of the meeting, which resulted in a decision that did not suit him? In this case, two options are possible:

  1. If the number of votes of the absent participant would in any case not allow him to influence decision, then the decision will be upheld (clause 2, article 43 of the law on LLC). This position has been confirmed. judicial practice ().
  2. If the number of votes of the absent participant would allow him to influence the decision, then the decision does not meet the requirements of the law (clause 2, article 43 of the law on LLC). It can be cancelled. Thus, this provision formed the basis for the decision of the Presidium of the Supreme Arbitration Court of the Russian Federation of October 30, 2007 No. 7769/07 in case No. A40-43600 / 06-81-218.

The decision was made in the absence of a quorum

If, when making a decision at a general meeting of participants in an LLC, there was no mandatory quorum, the decision is invalidated ().

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