Фз 14 dated 08.02.1998 with comments. LLC Law with the latest amendments. Reserve fund and other funds of the company

Societies with limited liability are business associations, the authorized capital of which is divided into shares. Communities of this type can be created by both individuals and legal entities. The participants or founders of an LLC are not liable for the obligations of the company, however, they bear the risk of loss in the amount of their own shares in its capital.

The activities of limited liability companies are subject to strict control by the current legislation Russian Federation... The regulatory document is the federal law № 14. But what is this regulation? When did Federal Law 14 come into legal force? When were the last amendments made to the Federal Law under study? Let's talk about this in the article.

The essence of 14 FZ

Federal Law No. 14 "On Limited Liability Companies" was adopted by the State Duma as a result of the third reading on January 14 and approved by the Federation Council on January 28, 1998. The regulatory legal act in question was signed by the President of Russia and entered into official force on February 8, 1998. At the same time, amendments were made to Federal Law No. 16. Details

Federal Law No. 14 "On Limited Liability Companies" consists of 6 chapters, including 59 articles. The structure of the considered regulatory legal act is as follows:

  • Chapter 1 - General provisions, or summary FZ on LLC ( art. 1-10);
  • Chapter 2 - The procedure for establishing a limited liability company ( art. 11-13);
  • Chapter 3 - Nuances associated with the authorized capital and property of LLC ( art. 14-31). This part of the studied Federal Law is supplemented by Chapter 3.1 - Maintaining a list of participants in a limited liability company (Article 31.1);
  • Chapter 4 - Management Standards LLC ( art. 32-50);
  • Chapter 5 - Reorganization and abolition of the community ( art. 51-58);
  • Chapter 6 - The final provisions of the Federal Law under study ( art. 59).

According to article 2 Federal Law No. 14, LLC has the following rights in relation to the property at its location:

  • For the acquisition of additional property powers;
  • To protect property in court from the position of the plaintiff.

The studied Federal Law regulates legal and economic relations arising in the process of formation, reorganization and liquidation of a limited liability company. The last amendments to Federal Law 14 were made on July 29, 2017.

Read also about the latest amendments to the Federal Law No. 129

Responsibility of LLC and its branches under Federal Law No. 14

According to the existing regulations article 1 of the studied Federal Law, the society does not bear responsibility for the obligations of its participants. The direct responsibility of the LLC is responsibility for the obligations specified in the charter of the association.

In accordance with the standards defined by the current regulations article 5 considered regulatory legal act, by decision general meeting, limited liability companies can create branches and representative offices on the territory of the Russian Federation and abroad. The main responsibility of the governing bodies of representative offices and subsidiaries of the LLC is to comply with the laws of the Russian Federation and the host party. A limited liability company is subject to mandatory registration in State register legal entities... From the moment of registration, the LLC is considered to be created.

What changes have been made?

Each legal documentpublished on the territory of the modern Russian Federation is subject to a regular update procedure. This amendment process is necessary due to the unstable economic and socio-political environment inherent in modern society.

Last changes in the Federal Law on limited liability companies were introduced July 29, 2017. As a modifying act, the Federal Law "On Amendments to the Federal Law" On joint stock companies"And Article 50 of the Federal Law" On Limited Liability Companies "No. 233-FZ. In accordance with the regulations article 2 of the Federal Law 233, Article 50 of FZ 14 was amended as follows:

  • In paragraph 2 the article under consideration in new edition it is said that at the request of the participant, the LLC undertakes to provide him with the following documents:
    • Memorandum of association;
    • Minutes of general meetings of the association;
    • Statutory documentation;
    • Documentation on subsidiary branches and representative offices;
    • Other documents set out in part 2 of Art. 50 FZ 14;
  • Clause 3 indicates that the fee for the provision of the above documentation cannot exceed the cost of producing acts;
  • The amended clause 4 specifies the following grounds for refusing to issue documents:
    • The requested act is freely available on the World Wide Web;
    • The act is requested again within a three-year time period (provided that this document has already been issued);
    • The requested document is not up to date.

Confidential data contained in the transferred documentation is not disclosed by both parties to the procedure in question.

Important provisions of Federal Law No. 14

In the process of studying the Federal Law on Limited Liability Companies, it is necessary to pay special attention to the consideration of the following articles:

  • Art. 7 - Identifies the members of the limited liability company. These can be ordinary citizens and legal entities, the number of participants is up to 50 persons.
  • Art. 8 - Determines the rights of the members of the association, namely:
    • To participate in management;
    • Access to information on the activities of a limited liability company;
    • To participate in the distribution of actual profits;
    • Leaving the LLC membership;
    • To receive their own share of the property upon liquidation of the association
  • Art. 12 - Discloses the standards for drawing up and operating the charter of an LLC. Among other informative points, the text of the Charter must contain data on the legal name of the community and the address of its actual location;
  • Art. 14 - Determines the norms for the formation, replenishment and safety of the authorized capital of the LLC. In particular, it is determined that its constituent parts are financial equivalents of the shares of the founders;
  • Art. 17 - Establishes that each of the founders of the LLC undertakes to pay in full his own share in the authorized capital of the community. These payments are made within the period specified in the constituent agreement (no more than 4 months);
  • Art. 19 - Indicates that each of the LLC members has the right to make their own additional contribution to the authorized capital of the company;
  • Art. 21 - Establishes the rules for the transfer of a part of the authorized capital to one of the founders;
  • Art. 33 - Determines the areas of competence of the general meeting of LLC participants, namely:
    • Determination of the leading activities of the association;
    • Approval of the Charter;
    • Election of an auditor;
    • Decision-making on liquidation or re-profiling of the association;
  • Art. 45 - Measures of the parties' interest in concluding a transaction with LLC are determined. We are talking about transactions carried out with the direct participation of members of the board of directors of the community.

Download the Federal Law on LLC in a new edition

For the purpose of a thorough study of the Federal Law under consideration, it is recommended to refer to its current text. Download the text of the Federal Law about limited liability companies with changes that are relevant for the period of November 2017, please refer to the following

On January 1, 2016, amendments to the Federal Law of 08.02.1998 No. 14-FZ "On Limited Liability Companies" (hereinafter referred to as Law No. 14-FZ) come into force. Let us analyze the practical aspects of the updated Law No. 14-FZ.

The amendments, which will be discussed in this article, were made to the Law No. 14-FZ by Federal Laws dated March 30, 2015 No. 67-FZ "On Amendments to Certain Legislative Acts of the Russian Federation in Part to Ensure the Reliability of Information Provided During State Registration of Legal Entities and individual entrepreneurs"(Hereinafter referred to as Law No. 67-FZ) and dated June 29, 2015, No. 209-FZ" On Amendments to Certain Legislative Acts of the Russian Federation Regarding the Introduction of the Possibility of Using Model Charters by Legal Entities "(hereinafter referred to as Law No. 209 -FZ).

Let's comment on the main changes in order.

Branches and representative offices of the company

The updated version of Law No. 14-FZ clarified that now the branches and representative offices of the company must be indicated in the Unified State Register of Legal Entities (Clause 5, Article 5 of Law No. 14-FZ). What caused these changes?

As a reminder, from September 1, 2014, organizations may not indicate in their constituent documents information about the presence of branches and representative offices. Information on the presence of branches and representative offices is provided only in the Unified State Register of Legal Entities (Clause 3, Article 55 of the Civil Code of the Russian Federation). However, Law No. 14-FZ still requires a company to contain information about its branches and representative offices. And, accordingly, messages about changes in the charter of the company, information about its branches and representative offices are submitted to the body that carries out state registration of legal entities.

Thanks to the amendments made, from January 1, 2016, it is not necessary to indicate information about the opening (closing) of a branch or representative office in the company's charters, as well as notify the tax authority about it.

The procedure for establishing a society. Company charter

The novelty is the ability of a limited liability company to use a standard charter.

Recall that the charter of a company is a constituent document on the basis of which the company carries out its activities (clause 1 of article 12 of the Law No. 14-FZ).

As one of the measures to facilitate the registration of legal entities is the introduction of the right for the company to use standard charters in its activities (clause 2 of the Order of the Government of the Russian Federation of 07.03.2013, No. 317-r "On approval of the action plan (" road map ")" Optimization of registration procedures for legal entities and individual entrepreneurs "). It is for this purpose that amendments were made to Article 11 "Procedure for Establishing a Company" and Article 12 "Articles of Association" of Law No. 14-FZ.

The form model charter must be approved and posted on the website of the Federal Tax Service of the Russian Federation. To date, the form of a standard charter has not yet been developed.

The list of information that should be contained in the standard charter is indicated in the updated clause 2.1 of article 12 of Law No. 14-FZ and includes the following information:

On the composition and competence of the company's bodies, including on issues that are 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 on which decisions are taken unanimously or by a qualified majority;

On the rights and obligations of members of the society;

On the procedure and consequences of the withdrawal of a company participant from the company, if the right to withdraw from the company is provided for by the charter of the company;

On the procedure for the transfer of a share or part of a share in the authorized capital of the company to another person;

On the procedure for keeping the company's documents and on the procedure for providing information by the company to the members of the company and other persons;

Other information.

Among the information provided in the standard charter, there is no information about the name, company name, location and size of the authorized capital of a particular legal entity. This is understandable, since this information relates to the personal data of the society.

The decision that the company acts on the basis of the model charter is taken by the founders of the company unanimously (clause 3 of article 11 of Law No. 14-FZ) and must be reflected in the decision to found the company.

Thus, from January 1, 2016, when registering a company, it will be possible not to submit a standard charter to the tax office, indicating this in the registration application filed with the tax office.

The amendments made do not mean that from January 1, 2016, the company must abandon the charter approved by its founders (participants).

And at the same time, a company that has made a decision to use the model charter has the right at any time to decide that it will not act on the basis of the model charter in the future, and to approve its own charter of the company in the manner prescribed by Law No. 14-FZ (clause 4 Article 12 of Law No. 14-FZ). Law No. 14-FZ does not provide for any restrictive barriers to the transition from its own charter to a standard charter and vice versa.

However, analyzing the norms of the updated Law No. 14-FZ and Law No. 129-FZ (a detailed analysis of the changes is given in the article “ State registration legal entities under the new rules ”, the advantages of using the model charter are obvious.

In the event that a company acts on the basis of a model charter, then further changes in the part of the company's personal data, such as the name, location and size of the authorized capital, will only require changes in the information about the legal entity in the Unified State Register of Legal Entities (by submitting an application).

In the event that the company acts on the basis of its own charter, then such changes must be registered in the manner described in clause 1 of article 17 of Law No. 129-FZ and, accordingly, pay a state fee. That is, the data on the changes must be entered by the company into the charter, as well as into the Unified State Register of Legal Entities.

The question arises: how to present the model charter posted on the website of the Federal Tax Service of the Russian Federation to members of the company, auditors and other interested parties? In this case, it is enough for the company to notify any interested person that it is acting on the basis of the standard charter, which can be read free of charge in the public domain on the official website of the Inspectorate of the Federal Tax Service (clause 3 of article 12 of Law No. 14-FZ).

Increase of the authorized capital of the company

Most of the changes introduced by Law No. 67-FZ to Law No. 14-FZ are related to the increased role of notaries in the implementation of a number of transactions by a legal entity.

Until January 1, 2016, it was only necessary to notarize transactions on the alienation of company shares to other members of the company or third parties. Now the list of cases requiring the participation of a notary has expanded.

So, from January 1, 2016, it is envisaged that the decision of the general meeting of the company's participants to increase the authorized capital and the composition of the company's participants who were present at the adoption of this decision must be confirmed by notarization (clause 3 of article 17 of Law No. 14-ФЗ ).

If the company acts on the basis of a standard charter, within a month from the date of the decision to increase the charter capital of the company at the expense of its property, the company notifies the tax office of an increase in the charter capital, as well as changes in the par value of the shares of the company's participants (cl. 4, Article 18 of Law No. 14-FZ).

Transfer of a share (part of a share) in the authorized capital to other participants

From January 1, 2016, the adoption of a decision on the transfer of a share (part of a share) in the authorized capital of a company to another person must be notarized. If the company's charter prescribes the preemptive right to purchase a share (part of a share) by the company, then it has the right to use the preemptive right to purchase a share (part of a share) within seven days from the date of expiration preemptive right purchases from members of the company or refusal of all members of the company to use the preemptive right to purchase a share (part of a share) by sending an acceptance of an offer to a member of the company (clause 5 of article 21 of Law No. 14-FZ).

At the same time, a notary making a notarization of a transaction aimed at alienating a share (part of a share) in the authorized capital of a company must check the authority of the alienating person to dispose of such shares, and also make sure that the alienated share (part of a share) has been fully paid (p. .13 article 21 of Law No. 14-FZ).

After the notarial certification of such a transaction, the notary who performed its notarization, within a period not later than three days from the date of this certification, submits to the tax inspectorate an application for making appropriate changes to the Unified State Register of Legal Entities. This application is signed by the notary who certified the specified transaction, and sealed by the notary's seal (clause 14 of article 21 of Law No. 14-FZ).

In addition, from January 1, 2016, it will require notarization:

1) an agreement on pledge of a share or part of a share in the authorized capital of the company (clause 2 of article 22 of Law No. 14-FZ);

2) the demand of a member of the company who voted against the decision to commit big deal or on an increase in the authorized capital of the company in accordance with paragraph 1 of article 19 of Law No. 14-FZ or who did not take part in the voting, acquire his share in the authorized capital of the company (paragraph 2 of article 23 of Law No. 14-FZ);

3) a statement of a member of the company to quit the company (clause 1 of article 26 of Law No. 14-FZ).

Such innovations will undoubtedly lead to an increase in the costs associated with the need to notarize corporate transactions.

And failure to comply with the notarial form of the transaction will entail the invalidity of the transaction itself (clause 11 of article 21 of Law No. 14-FZ).

They still do not require notarization of the transaction for the acquisition of a participant's share (Article 24 of Law No. 14-FZ):

At his request, if the charter of the company provides for the need to obtain consent from other members of the company to alienate such a share and such consent has not been obtained, or the charter of the company prohibits the alienation of shares to third parties (including in cases of transfer of a share to the heirs and legal successors of the company's participants) ;

Who is excluded from society;

In the authorized capital of a company, when selling a share from a public auction in the absence of the consent of the participants to conclude such a transaction or in the case of a claim on the share of a participant.

Other changes

Since January 1, 2016, the competence of the general meeting of the company's participants has been expanded. So, in the updated version of clause 2 of article 33 of Law No. 14-FZ, the competence of the company's participants includes:

Approval of the company's charter;

Amendments to it or approval of the company's charter in a new edition;

Making a decision that the company will continue to act on the basis of a standard charter, or that the company will no longer act on the basis of a standard charter;

Change in the size of the authorized capital of the company;

Society names;

Locations of the company.

We would like to remind that earlier (before 01.01.2016) the competence of the general meeting of the company's participants included only amending the company's charter and changing the size of its authorized capital.

The size of the charter capital of the company and the nominal value of the shares of the participants in the company are determined in rubles.

The authorized capital of a company determines the minimum size of its property that guarantees the interests of its creditors.

2. The size of the share of a company participant in the charter capital of the company is determined as a percentage or as a fraction. The size of the share of a company participant must correspond to the ratio of the par value of his share and the authorized capital of the company.

The actual value of the share of a participant in the company corresponds to a part of the value of the net assets of the company, proportional to the size of his share.

3. The charter of the company may limit the maximum size of the share of a participant in the company. The company's charter may restrict the possibility of changing the ratio of the shares of the company's participants. Such restrictions cannot be established with respect to individual members of the company. These provisions may be provided for by the charter of the company at its foundation, as well as introduced into the charter of the company, changed and excluded from the charter of the company by decision of the general meeting of the company's participants, adopted unanimously by all participants in the company.

If the charter of a company contains the restrictions provided for by this paragraph, a person who has acquired a share in the charter capital of the company in violation of the requirements of this paragraph and the relevant provisions of the charter of the company has the right to vote at the general meeting of the company's participants with a part of the share, the amount of which does not exceed the amount established by the charter of the company the maximum size of the share of a participant in the company.


Judicial practice under article 14 of the Federal Law of 08.02.1998 No. 14-ФЗ

    Decision of October 24, 2019 in case No. А24-3499 / 2018

    Arbitration Court of the Kamchatka Territory (CA of the Kamchatka Territory)

    Taking into account the clarification of the claims, it is 84,811,457.50 rubles, and less the cost paid - 68,479,707.50 rubles. According to clause 2 of Article 14 of Law No. 14 - FZ, the actual value of the share of a participant in the company corresponds to a part of the value of the company's net assets, proportional to the size of its share. Clause 6.1 of Article 23 of Law No. 14 - FZ established ...

    Resolution of October 23, 2019 in case No. A60-65000 / 2018

    Arbitration Court of the Ural District (FAS UO)

    Regions (hereinafter - OFAS according to Sverdlovsk region, antimonopoly authority) - V.S. Sekhina (power of attorney dated February 27, 2019 No. 151). During the consideration of the cassation appeal at the court session 14. 2019 its consideration is postponed until 10.22.2019. The court session on October 22, 2019 was attended by representatives of: "IDGC-Urals" company - V.M. Leshkov (power of attorney dated 13.12 ....

    Decision of 23 October 2019 in case No. А78-7384 / 2019

    Arbitration Court of the Trans-Baikal Territory (CA of the Trans-Baikal Territory)

    Deals of donation of shares concluded between the defendants are invalid. The plaintiff specifies Articles 167, 170, 174 of the Civil Code of the Russian Federation, Article 21 of the Federal Law of 08.02.1998 No. 14 - FZ "On Limited Liability Companies" (hereinafter - Law No. 14 - FZ). According to Article 1 of Law No. 14 - FZ, this law determines, in accordance with the Civil Code of the Russian Federation, the legal ...

    Resolution of October 22, 2019 in case No. А82-16374 / 2018

    7.4 of the Charter of the Company, payments to outgoing members begin from the date approved by the General Meeting of Members, but no more than three months. With regard to the provisions of paragraph 2 of Article 14 of Law No. 14 - FZ, the size of the share in the authorized capital of the company is determined as a percentage or as a fraction. The size of the share must correspond to the ratio of the par value of its share and the statutory ...

    Decision of October 17, 2019 in case No. А41-36969 / 2019

    Arbitration Court of the Moscow Region (CA of the Moscow Region)

    And also recognition invalid decisions of the extraordinary meeting of participants of RIK LLC, drawn up by protocol No. 19 / 02-19 of 19.02.2019. The claim was filed in accordance with Art. Art. 14, 35, 36, 40, 43 of the Federal Law of 08.02.1998 No. 14 - FZ "On Limited Liability Companies" (hereinafter - Federal Law of 08.02.1998 No. 14 - FZ), Art. ...

    Decision of 11 October 2019 in case No. A82-11998 / 2017

    Arbitration Court of the Yaroslavl Region (CA of the Yaroslavl Region)

    The plaintiff's statements and explanations follow that about the decision the society did not report. According to clauses 1, 8 of Article 21 of the Federal Law of February 8, 1998 No. 14 - FZ "On Limited Liability Companies", the transfer of a share or part of a share in the authorized capital of a company to one or several participants of this company or to third parties is carried out ...

    Decision of October 9, 2019 in case No. А69-1519 / 2017

    Arbitration Court of the Republic of Tyva (AC of the Republic of Tyva)

    Society for the last reporting periodpreceding the day of filing an application for leaving the company. At the same time, the actual value of the share of a participant in the company, as defined by paragraph 2 of Article 14 of Law No. 14 - FZ, corresponds to a part of the value of the company's net assets, proportional to the size of its share. The value of the company's net assets is determined in accordance with the procedure established by federal law and issued in accordance with ...

    Decision of October 3, 2019 in case No. А72-8373 / 2019

    Arbitration Court of the Ulyanovsk Region (CA of the Ulyanovsk Region)

    The above solution Arbitration court Ulyanovsk region from 19.03.2019 in case No. A72-20991 / 2018. Clause 1 of Article 26 of the Federal Law of 08.02.1998 No. 14 - FZ "On Limited Liability Companies" (hereinafter - Law No. 14 - FZ) provides for the right of a participant to leave the company by alienating a share to the company, regardless of the consent of its other participants or ...

    Resolution of October 1, 2019 in case No. А32-22374 / 2016

    Arbitration Court of the North Caucasus District (FAS SKO)

    Payment procedure actual value a share or part of a share is not provided for by the charter of the company. The actual value of the share of a participant in a limited liability company as defined in paragraph 2 of article 14


GOING TO FULL SCREEN MODE

The Federal Law on Limited Liability Companies, adopted in accordance with the Civil Code of the Russian Federation, defines a limited liability company as founded by one or more persons economical society, the authorized capital of which is divided into shares of the sizes determined by the constituent documents; members of the company are not responsible for its obligations and bear the risk of losses associated with the activities of the company, within the value of their contributions.

Members of the society can be citizens and legal entities. State bodies and local governments are not entitled to act as participants in societies, unless otherwise provided by federal law. The number of members of the company should not be more than fifty. Otherwise, the company must be transformed into an open joint stock company or into a production cooperative.

Members of the company may have additional rights and bear additional obligations established by the charter of the company. The participants in the company, whose shares in aggregate constitute at least 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 obligations or by his actions (inaction) makes the company's activity impossible or significantly complicates it.

The company carries out its activities on the basis of the articles of association and charter. In the event of a discrepancy between the provisions of the memorandum of association and the provisions of the charter, the provisions of the charter shall prevail for third parties and members of the company. The size of the authorized capital of the company must be at least a hundredfold. minimum size wages. The charter of the company may limit the maximum size of the share of a participant in the company and the possibility of changing the ratio of shares of the participants in the company. Such restrictions cannot be established in relation to individual members of the company, must be contained in the charter of the company and be adopted unanimously at the general meeting of members of the company.

This Federal Law on LLC comes into force on March 1, 1998. Constituent documents limited liability companies (partnerships) created before the entry into force of this law shall be brought into compliance with the law no later than January 1, 1999. Limited liability companies (partnerships), the number of participants in which at the time of the entry into force of this law exceeds fifty, must be transformed into joint stock companies before July 1, 1998, or production cooperatives or reduce the number of participants to the limit established by this law. When such limited liability companies (partnerships) are transformed into joint stock companies, they may be transformed into closed joint stock companies without limiting the number of shareholders of the closed joint stock company established by the Federal Law "On Joint Stock Companies". Moreover, the provisions of this law on the right of the company's creditors to early termination or fulfillment of the company's corresponding obligations and compensation for losses shall not apply to such a reorganization in a CJSC.



Leave your comments and suggestions for improving this article in the comments.

The activities of limited liability organizations are regulated by a separate draft law FZ 14. Its provisions regulate the entire range of issues related to the foundation, operation, activities and abolition of LLC. To update the information, one should consider the changes that were introduced to the main document of the law.

The Federal Law "On Limited Liability Companies" was adopted in January 1998 and entered into force on March 1 of the same year. By the way, there is also Federal Law 208 on joint stock companies. You can study its provisions

Structurally, FZ 14 consists of several chapters that combine the following provisions:

  • general provisions and definitions;
  • the procedure for creating a limited liability organization under the law;
  • determination of the authorized capital and property of the LLC;
  • listing of participants and management system;
  • the order of reorganization and abolition of the organization.

If we consider the summary of the Federal Law on LLC, then the law implies a system of regulation of all issues related to the operation similar companies on the territory of the Russian Federation. The legal framework of Federal Law 14 takes into account the country's legislation and international agreements.

Recent changes in the LLC Law

Since the entry into force of the Federal Law "On Limited Liability Companies" has undergone a number of changes. The last of them were introduced in 2016, many of them come into force in 2017. These changes include the following amendments:

  • from January 1 Federal Law 343 comes into force, amending the Law on LLC in Articles 40, 43, 45 and 46;
  • from July 1 amendments to Article 31.1 come into force - the paragraph to the first paragraph and paragraph 6 to the Article;
  • from 1 September 2017 the additions to Article 57 in the form of paragraphs 6 and 7 come into force.

For clarity, you should pay attention to the following articles:

Article 2 of Federal Law 14 contains general provisions on limited liability organizations. Last revised in 2015.

Article 3 FZ 14 regulates the responsibility of society. In 2016, it was supplemented with clause 3.1 on the consequences of excluding LLC from the Unified State Register of Legal Entities for non-operating legal entities. The changes took effect in June 2017.

Article 5. Federal law determines the possibility of creating branches of LLC. The latest changes were introduced in 2015 and affected the new wording of the fifth paragraph.

Article 7 of Federal Law 14 indicates the members of the community and those persons who may be them. The article has not changed since the initial edition.

Art 8 FZ 14 regulates the rights of the LLC participants. The last changes were made in 2015 and came into force on September 1, 2016. Clause 4 was added to them, indicating the possibility of protecting the rights of members of a limited liability company by an arbitration court.

Article 12. Federal law regulates the content of the organization's charter. A number of changes to the wording were introduced in 2015, the revision came into force in January 2016.

Article 14. The Federal Law on LLC contains provisions on the authorized capital. The amendments were made in 2008, after which the edition has not undergone any changes.

Article 17. Of the LLC Law indicates the procedure for increasing the authorized capital. In 2016, clause 3 was supplemented with a prescription that the decision of the sole participant of the organization to increase the authorized capital is confirmed by his notarized signature.

Art 19 FZ 14 regulates the contributions of participants and third parties to the authorized capital of the LLC. The last changes were made in 2015 and affected the wording - the words “ company charter"Supplemented by" approved by the founders (participants) of the company”. Clause 2.1 was supplemented with a paragraph regulating the procedure for actions in the notification of an increase in the authorized capital.

Article 21. Federal Law regulates the transfer of a share or part of it from one LLC participant to another. A number of amendments to the wording and clarifications were made in 2015, after which the edition has not changed.

Article 33 FZ 14 determines the competence of the general meeting of participants of the LLC. In 2015, the wording of subparagraph 2 of paragraph 2 on the procedure for approving and changing the charter was changed.

Article 45. Federal Law No. 14 defines an interest in transactions. Editorial staff this provision has not changed since the publication of Federal Law 14.

You can download the Federal Law “On Limited Liability Organizations” at this.