". Presentation on the topic" Organizational and legal forms of enterprises. "Presentation of a company with additional responsibility

Introduction

Since entrepreneurship became possible in Russia, a huge number of various enterprises have already been formed and are currently being formed. They differ in many ways, but the fundamental factor that makes it possible to distinguish one enterprise from another is its organizational and legal form, sometimes the name legal form is used. If you want to organize any structure, you must first establish its legal form. Both the success and the profitability of the business largely depend on how correctly the enterprise is organized.

An additional liability company in Russia is created quite rarely, since from a practical point of view, this form of legal entity does not give any serious advantages over the related and most common form of commercial organizations - a limited liability company, but at the same time it imposes additional property liability on the participants in comparison with the LLC participants.

However, this organizational and legal form also has advantages that attract many deciding entrepreneurship, for example minimum size the authorized capital set at 10 thousand rubles.

Research problems of economic societies and, in particular, a society with an additional responsibility as the organizational and legal form of the enterprise and the features of its legal status was the object of research of such domestic scientists as V.A. Belov, E.V. Pesterev, N.V. Kozlova, E.A. Sukhanov, S.D. Mogilevsky, O.V. Petnikov.

The purpose of this term paper is to consider the features of the legal status of such a rather interesting organizational and legal form of an enterprise as a company with additional responsibility.

- to give a general description of the organizational legal form additional liability company;

- consider the features of the establishment of ALC;

- to consider the rights and obligations of the participants of the company with additional liability;

- consider the management bodies of the ALC;

- consider the assignment of a share by a company participant, distribution of profits and withdrawal from the ALC.

It should be noted that when writing a term paper, the author was guided by the norms of the Civil Code of the Russian Federation and the Federal Law "On Limited Liability Companies", since Art. 95 of the Civil Code of the Russian Federation states that the rules of the Civil Code on a limited liability company apply to a company with additional liability insofar as otherwise is not provided for in this article.

1 General provisions on a company with additional liability under the current legislation

1.1 general characteristics additional liability companies

Fixed part 1 of Art. 34 of the Constitution Russian Federation the right to freely use one's abilities and property for entrepreneurial and other activities not prohibited by law is the basis for constitutional legal status members of business entities. An additional liability company is one of the varieties of business entities created for the purpose of implementing business activities, which is an independent activity carried out at its own risk (Article 2 of the Civil Code of the Russian Federation).

The legal concept of a society with additional liability is given by the legislator in Art. 95 of the Civil Code of the Russian Federation. An additional liability company is a company founded by one or more persons, the authorized capital of which is divided into shares of the sizes determined by the constituent documents; participants of such a company jointly bear subsidiary liability for its obligations with their property in the same multiple for all to the value of their contributions, determined by the constituent documents of the company. ALC is essentially a type of LLC, therefore, the Civil Code of the Russian Federation provided that the rules of the LLC Code apply to ALC, unless the Civil Code itself establishes otherwise.

A specific feature that distinguishes this form of entrepreneurial activity is the property liability of ALC participants for the debts of society. If the property of the given company is insufficient to satisfy the claims of its creditors, the members of the company may be held jointly liable by their personal property. At the same time, the amount of this liability is limited - it does not concern all of their personal property (as is typical for general partners), but only part of it in a multiple of the amount of contributions made by the participants to the authorized capital. For example, participants can be held liable three times, five times, etc. the amount of their contributions. Hence, another feature of this business entity follows. In case of bankruptcy of one of the ALC participants, his liability for the company's obligations is distributed among the other participants in proportion to their contributions, unless a different procedure is provided for by the company's constituent documents.

Interesting and not without grounds is the opinion of V.A. Belova and E.V. Pestereva, as well as E.A. Sukhanov on the very name of this organizational and legal form. In their opinion, it would be more correct to call a company with additional liability a company with the risk of additional (subsidiary) losses of its participants. And if we take into account that the risk of additional losses is expressed in the obligation of the participants to bear subsidiary liability for the obligations of the company, in a certain multiple of the amount of the contribution (limited liability), then it would be more correct to call the company with additional liability a limited liability company. In the Civil Code of the RSFSR in 1922, an additional liability company was called a "limited liability partnership".

ALC is a commercial organization based on the pooling of capitals - this is its main difference (as well as JSC) from business partnerships that are associations of persons.

The company has general legal capacity: it has the right to conclude transactions necessary to carry out any types of activities not prohibited by federal laws. ALC can engage in certain types of activities only on the basis of a license. If the license provides for the activities established by it, as exclusive, the company has the right to carry out only permitted types of activities and related activities.

ALC has the right to open bank accounts on the territory of the Russian Federation and abroad.

In accordance with paragraph 2 of Art. 87 of the Civil Code of the Russian Federation, an additional liability company has its own company name, which must contain an indication of its organizational and legal form.

The charter of a society, which will be discussed below, contains basic information that identifies societies as a subject of civil turnover: full and abbreviated corporate name, location of the society, its property status, internal relations, etc. With the large number of participants in civil turnover, the individualization of society through its corporate name (firm) is of great importance. According to Art. 4 of the Law on LLC, a company must have a full and abbreviated corporate name in Russian and has the right to have one in other languages. Mandatory element of the corporate name is the word “with additional responsibility”. The law prohibits the inclusion of other terms and abbreviations reflecting its organizational and legal form in the company's corporate name in Russian, including those borrowed from foreign languages (for example, "Ltd", "GmbH"), unless otherwise provided by federal laws and other legal acts Russian Federation.

The company must have a round seal (clause 5 of article 2 of the Law on LLC) and has the right to have stamps, letterheads, a trademark and other means of individualization.

The minimum authorized capital is ten thousand rubles. The authorized capital can be contributed as in cash (opening a savings account to pay for the authorized capital in the bank), and property, property rights, or other rights that have a monetary value. When making a non-monetary contribution of more than twenty thousand rubles, an assessment made by an independent appraiser is required.

Changing the authorized capital by increasing or decreasing its size is the subject of detailed legal regulation. An increase in the authorized capital of an ALC, which is allowed only after its full payment, is possible in three ways:

- at the expense of the company's property, i.e. due to the increase in net assets, while the size of the shares of the participants in the company remains unchanged, but their face value increases.

- due to additional contributions of the participants to the authorized capital. Additional contributions can be made by all participants in proportion to the size of their shares in the authorized capital, which, as in the first case, will only lead to an increase in the nominal value of the shares while maintaining their proportion. Additional contributions can be made not by everyone, but only by individual participants, which will entail a change in the share ratio in the authorized capital. The consent of the company or other members of the company to make such a transaction is not required, unless otherwise provided by the charter of the company.

- at the expense of contributions of third parties accepted in the company, if this is not prohibited by the charter, on the basis of a unanimous decision of all participants.

The authorized capital of an ALC can be reduced in two ways: by reducing the par value of the shares of all members of the company in the authorized capital in proportion to the size of their shares and (or) the repayment of shares owned by the company.

The company is obliged to reduce its charter capital in the following cases: incomplete payment by the participants of their contributions within a year from the date of state registration of the company (the charter capital must be reduced to its actually paid amount); when the value of the company's net assets falls below the size of its authorized capital starting from the second year of the company's existence.

A decrease in the authorized capital requires a written notification of this to all known creditors of the company within 30 days from the date of the relevant decision. In this case, creditors have the right to demand early termination or performance of the relevant obligations and compensation for losses.

1.2 Establishment of ALC

The procedure for establishing a limited liability company is determined by Art. 11 of the LLC Law. Conventionally, two stages can be distinguished - the preparatory stage and the direct registration of the ALC.

At the first stage of creating a company, the founders develop constituent documents companies, open a special savings account in a bank (credit institution) for making contributions to the authorized capital in the form of cash. At the first (constituent) meeting, the members of the company approve the constituent documents, elect the executive bodies of the company and (or) the governing bodies of the company (the supervisory board, if its creation is stipulated by the charter of the company), approve the monetary value of the property contributed as a contribution to the charter capital of the company, and consider other issues related to the creation of society.

The decision to approve the charter of the company, as well as the decision to approve the monetary value of the contributions made by the founders of the company, are taken by the founders unanimously. Other decisions are made by the founders of the company in the manner prescribed by the Law and the constituent documents of the company.

The decision to create a legal entity must be formalized in the form of a protocol, agreement or other document provided for by law. The current legislation does not always make it possible to delimit the form of the decision to create a legal entity from the constituent document of this legal entity. A dual character is also inherent in the founding agreement concluded by several founders of a limited liability company (Article 89 of the Civil Code of the Russian Federation, Article 12 of the Law on LLC).

The constituent documents of the company are the founding agreement and the charter of the company.

The constituent agreement is a document regulating the creation of a society and the relationship of founders with each other and with the society for the period of its existence. He must answer general requirementspresented by the Civil Code of the Russian Federation to contracts and transactions (including the rules on the grounds for recognizing transactions as invalid), and also reflect the features provided for by the current legislation for this agreement as a constituent document.

In the memorandum of association, the founders of the company undertake to create the company and determine the procedure for joint activities for its creation. The constituent agreement also determines the composition of the founders (participants) of the company, the size of the charter capital of the company and the size of the share of each of the founders (participants) of the company, the size and composition of contributions, the procedure and terms for their contribution to the charter capital of the company during its establishment, the responsibility of the founders (participants) of the company for violation of the obligation to make contributions, the conditions and procedure for the distribution of profits among the founders (participants) of the company, the composition of the company's bodies and the procedure for the withdrawal of the company's participants from the company (clause 1 of article 12 of the Law)

Unlike a similar document - an agreement on joint activities (a simple partnership agreement (Chapter 55 of the Civil Code of the Russian Federation) - the constituent agreement regulates not only the obligations of obligations that arise between the founders after its conclusion, but also the corporate relations that exist between the founders, a legal entity and by third parties (managers) after state registration of a legal entity.In addition, the memorandum of association performs the function of securing the legal status of the legal entity itself.In fact, the memorandum of association is a kind of corporate transaction.

The Memorandum of Association must be concluded in simple writing by drawing up one document in accordance with paragraph 1 of Art. 89 of the Civil Code of the Russian Federation. The parties can provide for his notarization, although the law does not oblige them to do so. As practice shows, the indication in the memorandum of association of the company inaccurate data on the state registration of one of the founders in itself will not be the basis for the recognition of the agreement as null and void in terms of the entry of this person into the founders. It is obvious that the memorandum of association can only be concluded if there are at least two founders of the legal entity.

For companies with one founder, one constituent document is established - the charter. A change in the number of members of a company affects the number of constituent documents. With an increase in the number of participants in the company, it becomes necessary to conclude a memorandum of association between them, and with a decrease to one participant, the constituent agreement ceases to be effective, since the basis for the emergence of the contract disappears ("agreement of two or more persons" - Article 420 of the Civil Code of the Russian Federation).

The foundation agreement is valid from the moment of its conclusion until the moment of liquidation of the legal entity.

The founding documents of ALC also include the charter approved by the founders. If the memorandum of association and articles of association were developed in advance, it is possible to simultaneously adopt them by the meeting of founders, but, as a rule, the conclusion of the memorandum of association begins the formalized process of creating a company. The law does not require a special form either for the contract or for the charter.

Requirements for the content of the company's charter are determined by clause 2 of Art. 12 of the Law. The charter should include the following information:

- full and abbreviated company name of the company;

- information about the location of the company;

- information on the composition and competence of the bodies of the company, including on issues that constitute the exclusive competence general meeting members of the company, on the procedure for making decisions by the bodies of the company, including on issues, decisions on which are taken unanimously or by a qualified majority of votes;

- information on the size of the authorized capital of the company;

- information on the size and par value of the share of each participant in the company;

- rights and obligations of members of the company;

- information on the procedure and consequences of the withdrawal of a 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 keeping the company's documents and on the procedure for providing information by the company to members of the company and other persons;

- other information provided for by this Federal Law.

The company's charter may also contain other provisions that do not contradict the Law and other federal laws.

If during the consideration of the case it is established that the charter of the company contains provisions that are contrary to the Law and other federal laws, they should not be applied by the court when resolving the dispute that has arisen.

In the event of a discrepancy between the provisions of the memorandum of association and the provisions of the charter of the company, the provisions of the charter of the company have priority, both for the participants in the company and for third parties (clause 5, p. 12 of the Law). Although, according to the logic of things, the primary document is the constituent agreement concluded by the founders specifically for the creation of a society and determining the procedure for conducting joint activities of the founders to create a society.

The original articles of association and articles of association are kept in accordance with Art. 50 of the Law at the location of the sole executive body of the company or in another place determined by the participants, and copies of the constituent documents are entitled to receive all the participants in the company.

It should be noted that the charter defines only corporate relations with the participation of a legal entity and its founders. When the legal entity created is a corporation, i.e. based on a strictly fixed membership, the charter regulates the relations arising between a legal entity, its founders (participants, members) and persons acting as its bodies.

It turns out that corporate relations between a legal entity and its founders are successfully regulated by both the memorandum of association and the charter. Meanwhile, the relationship of obligation between the founders of a legal entity, as well as corporate relationships between the founders in legal entitiesah - institutions can be established and regulated either by a memorandum of association or by an agreement on joint activities to create a legal entity, but not by the charter.

Considering the functions that the constituent agreement performs in the process of creating and operating a legal entity, its existence in Russian law, according to N.V. Kozlova seems to be superfluous, since it can be replaced, on the one hand, by an agreement on joint activities to create a legal entity, and on the other hand, by a charter.

Amending the constituent agreement is possible only by unanimous decision of the participants, while amendments to the charter of the company are made by a majority of at least two-thirds of the total number of votes of the participants, if the need for a larger number of votes to resolve this issue is not provided for by the charter of the company (clause 8 of Art. . 37 of the Law).

As S.D. Mogilevsky, as a result of such legal regulation, there are "real possibilities of creating artificial collisions between the provisions of the charter and the agreement, when the provisions of the agreement will be questioned through a less rigid procedure for amending the company's charter."

The process of creating a company with additional liability ends with its state registration.

The company is subject to state registration with the body that carries out state registration of legal entities in the manner prescribed by the federal law on state registration of legal entities (Article 13 of the Law "On LLC").

State registration of a legal entity - acts of the authorized federal executive body, carried out by entering into the Unified state Register legal entities information on the creation, reorganization and liquidation of legal entities, as well as other information about legal entities.

By its nature, the act of state registration of a legal entity is of a civil nature, since a subject of civil law is created. It is with the state registration of a legal entity that the law connects the emergence of a new subject of law. The only proof of the existence of a legal entity is its inclusion in the Unified State Register of Legal Entities.

State registration is carried out by the federal executive body (registering body) authorized by the Government of the Russian Federation.

State registration of legal entities during their creation is carried out by the registration authorities at the location of the permanent executive body of the ALC, in the absence of a permanent executive body - at the location of another body or person entitled to act on behalf of the legal entity without a power of attorney (paragraph 1 of Art. 13 of the Law "On state registration of legal entities and individual entrepreneurs»).

For state registration, a state fee is paid in accordance with the legislation on taxes and fees. During state registration of a legal entity being created, a number of documents are submitted to the registering authority (Article 12 of the Law "On State Registration of Legal Entities and Individual Entrepreneurs"). Such documents are directly submitted or sent by post with a declared value upon shipment and a list of attachments. Among these documents, the legislator included:

a) an application for state registration signed by the applicant in the form, approved by the Government Russian Federation. The application confirms that the submitted constituent documents comply with the requirements established by the legislation of the Russian Federation for the constituent documents of a legal entity of this organizational and legal form, that the information contained in these constituent documents, other documents submitted for state registration, an application for state registration is reliable, that when the establishment of a legal entity, the procedure for their establishment established for legal entities of this organizational and legal form, including payment of the authorized capital (authorized capital, contributed capital, share contributions) at the time of state registration, was observed, and in cases established by law, agreed with the relevant state bodies and ( or) local self-government bodies issues of creating a legal entity;

b) the decision to create a legal entity in the form of a protocol, agreement or other document in accordance with the legislation of the Russian Federation;

c) constituent documents of a legal entity (originals or notarized copies);

d) an extract from the register of foreign legal entities of the corresponding country of origin or other proof of equal legal force of the legal status of the foreign legal entity - the founder;

e) document confirming payment of the state fee.

In practice, often between persons wishing to create an LLC, preliminary negotiations are held with the signing of a protocol (such actions are not provided for by law). This written evidence of preliminary activities for the creation of a legal entity should not be submitted to the registration authority.

Requirements for the paperwork used for state registration of legal entities were approved by the RF Government Decree of June 19, 2002 No. 439.

According to Article 12 of the Law on Registration, during the state registration of a legal entity, the constituent documents of the legal entity are submitted to the registering authority.

At state registration of a legal entity, the following individuals can be applicants:

- the head of a permanent executive body of a registered legal entity or another person entitled to act on behalf of this legal entity without a power of attorney;

- the founder (founders) of a legal entity upon its creation;

- the head of the legal entity acting as the founder of the registered legal entity;

- another person acting on the basis of the authority provided for by federal law, or by an act of a specially authorized state body, or by an act of a local self-government body.

Applicant, upon providing all required documents on the same day, a receipt is issued for the receipt of documents indicating the list and the date of their receipt by the registering authority. In case of receipt of documents sent by mail to the registering authority, the receipt is sent during the working day following the day of receipt of the documents by the registering authority, to the postal address indicated by the applicant with a receipt acknowledgment.

State registration is carried out within no more than five working days from the date of submission of documents to the registering authority (clause 1 of article 8 of the Law "On State Registration of Legal Entities and Individual Entrepreneurs").

Refusal of state registration is allowed in the case (clause 1 of article 23 of the Law "On state registration of legal entities and individual entrepreneurs"):

- failure to submit documents required for state registration;

- submission of documents to an inappropriate registration authority;

- when one of the founders is in the process of liquidation (clause 2, article 20 of the Law "On state registration of legal entities and individual entrepreneurs").

The decision of the authorized body to refuse registration must be motivated with reference to a rule of law. Such a decision to refuse state registration is sent to the person specified in the application for state registration, with a notification of delivery of such a decision. The decision to refuse state registration can be appealed against in court.

The decision on the state registration of the ALC, made by the registering authority, is the basis for making an appropriate entry in the corresponding state register (clause 1 of article 11 of the Law "On state registration of legal entities and individual entrepreneurs").

2 Participation in the activities of ALC

2.1 Rights and obligations of ALC participants

ALC participants can be legal entities and citizens, including those who are not professionally engaged in entrepreneurial activity. State bodies and local governments are not entitled to be members of companies, unless otherwise provided by law (clause 4 of article 66 of the Civil Code of the Russian Federation, clause 2 of article 7 of the LLC Law). ALC can be established by one person, who becomes its sole participant. The society can subsequently become a society with one participant.

The legislation establishes a limitation on the number of participants in ALC - no more than 50. If the number of participants in a company exceeds the established limit, the ALC must be transformed into an open joint-stock company or a production cooperative; otherwise, it is subject to liquidation in court on demand authorized bodies.

The rights of ALC participants are a very interesting subject of research, not only from a scientific but also from a practical point of view. The legal relationship that arises between a society and its participant form the basis of the internal structure of any legal entity, distinguish one legal form from another and, along with other characteristics, determine the choice of founders when creating an organization.

The classification of the rights of ALC participants is made by distinguishing such categories as property, non-property and management; basic and additional; imperatively and dispositively fixed.

In paragraph 1 of Art. 67 of the Civil Code of the Russian Federation imperatively enshrines the minimum rights of participants in business entities, which can be expanded in relation to certain types companies of the Civil Code of the Russian Federation, special laws on business entities, in our case, the Law on LLC and constituent documents. On the contrary, it is impossible to limit the rights of participants contained in this article by constituent documents, since this list is imperative. According to this provision, the participants of the company have the right to participate in the management of the affairs of the company; receive information about the activities of the company; get acquainted with accounting books and other documentation of the company; take part in the distribution of profits; to receive, in the event of liquidation, part of the property remaining after settlements with creditors, or its value.

If you refer to Art. 8 of the Law on LLC, dedicated to the rights of participants in society, we will see that it repeats the provisions of Art. 67 of the Civil Code of the Russian Federation, adding only the right to free exit from society and the right to alienate one's share (or part of it) to the members of the society. At the same time, this article indicates that participants have other rights provided for by the Law on LLC. Moreover, if we analyze the norms of the said Law, it will be found that the provisions that directly or indirectly regulate the rights of participants are enshrined in many of its articles - Art. 10, 12, 21, 22, 26, 28, etc. Therefore, in order to clearly understand the nature and direction of these rights, many authors, adhering to various criteria, are trying to give a classification of the rights of participants in society. For example, S.D. Mogilevsky divides the rights of participants in society into additional and basic, the latter of which, in turn, subdivides into unconditional and conditional rights. One can disagree with such a classification, firstly, the basic rights of participants in a company are determined not only by the Law on LLC, as the author points out, but also by the norms of the Civil Code of the Russian Federation. Secondly, the criterion for differentiating the rights of participants to unconditional and conditional rights is not entirely clear. On the one hand, the author rightly notes that conditional rights arise in connection with the presence of certain conditions, on the other hand, he focuses on the fact that unconditional rights are imperative in nature and therefore cannot be excluded and limited by members of the society or its governing bodies. It turns out that all rights with a condition cannot be imperative in nature and, therefore, can be limited and excluded by members of the company or by governing bodies. However, how, for example, what about the right of the participants of the company to demand the exclusion of the participant from the company in court? Undoubtedly, this right refers to rights with a condition, since its implementation directly depends on the presence of a number of conditions, but, based on the logic of the author, can the members of society or its governing bodies in any way restrict this right, and even more so, taking into account that this provision is mandatory.

Non-property rights of ALC participants in accordance with the Civil Code of the Russian Federation and the Law on LLC include:

- the right to participate in the management of the company;

- the right to receive information about the activities of the company;

- the right to familiarize with the company's documentation, including accounting books;

- the right to demand an audit;

- the right to take part in the distribution of profits.

The inclusion of the last right of ALC participants in the list of non-property rights, contrary to the prevailing opinion that this is a property right, is justified, first of all, by the fact that it is realized through participation of participants in the general meeting of the company and voting “for” or “against” regarding the issue of profit distribution. This is also proved by the difference in the legislative formulation of this right - "to participate in the distribution of profits" as opposed to the right "to receive, in the event of liquidation of the company, a part of the property ...". Thus, by directly participating in voting at the general meeting of the ALC regarding the distribution of the company's profits, the participant exercises his non-property right (participation in the general meeting). If the decision on the payment is made, then the company is obliged to proceed with such a payment and property relations already arise here, if such a decision is not made, then the corresponding relationship will not arise. This situation proves that non-property relations are associated with property relations, and often in the process of exercising the non-property right of a participant in a society, the emergence, change and termination of property legal relations occurs.

Regarding the non-property rights of ALC participants, I would also like to note the following. As a rule, the right to information and the right to familiarize themselves with the documentation of the society are identical, although the purpose and content of these rights are different. If an ALC participant requires the society to obtain some information, then the society, represented by its governing bodies, independently decides what kind of information to provide, in what volume and in what form, and it is not a fact that such information will be reliable. In addition, an ALC participant can obtain information about the company's activities indirectly, for example, by participating in the general meeting. The requirement to familiarize with the documentation of the ALC assumes that the participant must be provided with exactly the documents that were requested by him. And, accordingly, such a participant, on the basis of the documents received, will independently draw conclusions on issues of interest to him, in contrast to a participant who has requested information and is forced to rely on the reliability of the conclusions drawn by the society itself.

The list of property rights of ALC participants, in comparison with the list of non-property rights, is more extensive, they include:

- the right to participate in the distribution of profits arising after the adoption of the appropriate decision at the general meeting of the company;

- the right to liquidation value;

- the right to demand the exclusion from the company of one of its participants;

- the right to sell or otherwise alienate a share (or part of it) to one or several members of the company or third parties;

– preemptive right share acquisition;

- the right to freely leave society;

- the right to make additional contributions to the authorized capital of the company.

It also highlights the classification of the rights of ALC participants to the imperative and dispositive ones. Imperatively enshrined are those rights that are enshrined in the law and cannot be changed at the will of the ALC participants. Dispositively assigned rights are those that, at the will of the ALC participants, can be changed or canceled.

ALC differs from other organizational and legal forms by the presence of additional rights of ALC participants. Let's consider them in more detail.

The legal essence of the additional rights of participants is considered as a privilege that can be granted to a specific participant not only by the constituent documents, but also by the decision of any, including the extraordinary, general meeting of the company.

Consider the specifics of the rights of an ALC participant based on the functional purpose and characteristic features of this legal form, and also we will analyze the rights that are characteristic only for the design of the ALC and make it unique. In addition, we will analyze the features of those rights that members of other associations have.

The legal form of ALC is characterized primarily by the fact that it is a synthesis of capitalist and personal associations. This feature determines both the specifics of the set and the specifics of the content of the rights of its participants. By combining only capital, the ALC participants are endowed with a number of powers that make it possible to significantly strengthen the personal element in the construction of this type of society.

Additional rights are the most illustrative example categories of rights inherent only to ODO. In any organizational and legal form of a legal entity, including ALC, a specific list of participants' rights is determined by the constituent documents. It can be expanded and supplemented in comparison with the legislatively fixed minimum. The specificity of the additional rights of participants of a limited liability company is as follows.

First, according to the Law, they can be provided not only by the constituent documents, but also by a unanimous decision of the general meeting. Thus, the participants get the opportunity to regulate the scope of their rights in the course of the company's activities, without resorting to amending the constituent documents and the associated re-registration procedure.

Secondly, additional rights are personal in nature. If the rights provided by the law belong to all participants without exception, then additional rights, according to the legislator, can be granted either to all participants, or only to a certain group of participants (for example, with shares of the prescribed size), or personally to one or several participants. In both cases, these rights are associated with the personality of their owner, and the endowment of them is due to the personal decision of the general meeting regarding several or one participant.

These rights constitute the own privilege of their owner, since in case of alienation of his share, they do not pass to its acquirer, like the usual rights of a participant. Such rights provide participants with the opportunity not only to expand their list, but also to regulate the scope and ownership of rights to a particular participant.

The endowment of a certain person with any special right for personal qualities is characteristic precisely for personal associations. Consequently, there is a specific feature of the ALC, which indicates that this legal form is nothing more than a synthesis of the association of persons and capital.

It should be noted that, in accordance with the Law, only the rights granted to a specific member of the company are not transferred to the acquirer of the share. In other words, if the person who is endowed with this or that additional right is determined individually, then this right belongs to him personally and has a personal character. If the participants who receive any privilege in the form of an additional right are determined by generic characteristics (as in the above example - the size of the share), then such a right does not acquire a personal character. (Such privileges can certainly be specially stipulated in the charter or the decision of the general meeting.) The opinion of some researchers that all additional rights are personal in nature is somewhat controversial. If we follow this point of view, then any right provided by the charter (in addition to the statutory minimum) will become personal. And this means that each new participant who acquires a share in the society will need to confirm the ownership of this personal right by a special decision of the general meeting, adopted by 2/3 of the votes, which is absurd.

2.2 ALC governing bodies

The main principle of organizing management in ALC is the principle of separation of powers. At the same time, if the Civil Code of the Russian Federation defined a two-tier system of management bodies of the company, then the Law on ALC provided for the possibility of creating a three-tier management system for ALC: a general meeting of participants, a board of directors (supervisory board), a sole executive and / or collegial executive bodies of the company.

The supreme body of the company is the general meeting of participants. All members of the company have the right to attend the general meeting, take part in the discussion of issues on the agenda and vote when a decision is made. The law declares any restrictions on this right null and void. Each participant has a number of votes at the general meeting proportional to his share in the authorized capital of the company. A special feature of the ALC is the ability to provide in the charter at the time of establishment or to establish by a unanimous decision of the participants a different procedure for determining the number of votes of the company's participants. The general meeting has exclusive competence. Issues related to the exclusive competence relate to the most important areas of organization and activities of the company and cannot be transferred to it for decision by the board of directors, except in cases provided for by law, as well as for decision of the executive bodies. The exclusive competence of the general meeting of the company's participants, in particular, includes: determining the main directions of the company's activities, deciding on participation in associations, other unions of commercial organizations, changing the charter and constituent agreement of the company, formation and early termination of the powers of executive bodies, the audit commission, approval annual reports and balances, distribution of profits among the participants, decision-making on reorganization and liquidation of the company.

A feature of the legal regulation of this organizational and legal form of entrepreneurial activity is the need for unanimous decision-making on a number of issues attributed to the exclusive competence of the general meeting provided for in the legislation. These issues include amendments to the memorandum of association, decision-making on the reorganization and liquidation of the company. The number of issues requiring a unanimous decision of the participants can be expanded by the company's charter.

In the interests of all members of the company, the legislation regulates in detail the procedure for convening and holding a general meeting. The novelty of the Law on LLC is the envisaged procedure for making decisions by the general meeting by absentee voting (by poll). Typical for joint-stock companies with a large number of participants, this procedure in relation to ALC causes controversial assessments of scientists and practitioners.

The charter of the company may provide for the formation of the board of directors (supervisory board). The charter of this body may include issues of formation and early termination of powers of executive bodies, convocation and holding of a general meeting of participants, decisions on major transactions and interested-party transactions, if the approval of such transactions by law is not within the competence of the general meeting. Based on the principle of separation of powers, the law provides that members of a collegial executive body cannot make up more than 1/4 of the board of directors. A person performing the functions of the sole executive body cannot simultaneously be the chairman of the board of directors.

Executive bodies have residual competence and manage the current activities of the company. They are accountable to the general meeting of members and the board of directors. The company can only have a sole executive body ( cEO, president) or along with it a collegial executive body - a board, a directorate - can also be created. The functions of the chairman of the collegial executive body of the company are performed, respectively, by the general director or the president. In the case provided for by the charter, the company has the right to transfer the powers of the sole executive body to a managing organization or a manager (Article 42 of the Law on LLC).

In order to control the activities of the company, the general meeting of participants elects for a period determined by the charter, an auditing commission or an auditor. The Audit Commission has the right at any time to carry out inspections of the financial and economic activities of the company and have access to all documentation relating to its activities. On a mandatory basis, the commission checks the annual reports and balance sheets of the company prior to their submission for approval to the general meeting of participants. To check the activities of the company, by decision of the general meeting, a professional auditor who is not associated with property interests with the company may also be involved. An audit can be carried out by a professional auditor at the request of any member of the company, and the costs of paying for his services by the decision of the general meeting can be reimbursed to the member at the expense of the company.

2.3 Assignment of shares by a member of the company, distribution of profits and withdrawal from ALC

The assignment of a share by a company participant or part of it may be carried out to other company participants without the consent of the company or other participants, unless otherwise provided by the charter of the company. The sale of a share to third parties is allowed, unless prohibited by the charter of the company. At the same time, ALC participants have the preemptive right to acquire shares belonging to them alienated by other members of the company at a price offered to other persons. This right is exercised by them in proportion to the size of their shares, unless the charter of the company or the agreement of the participants provides for a different procedure for exercising this right. A company participant intending to sell his share (part of it) to a third party is obliged to notify the other participants and the company itself about this in writing. If within 1 month from the date of notification (unless a different period is established by the charter or agreement) the participants of the company and (or) the company do not exercise their preemptive right, the share (part of the share) may be sold to a third party at a price and on conditions, communicated to the community and its members. When a share (part of a share) is sold in violation of the right of pre-emptive purchase, a member of the company, within 3 months from the moment when he learned or should have learned about the transaction, has the right to demand in court the transfer of the rights and obligations of the buyer. The novelty of the Law on LLC is the provision on the possibility of providing in the charter of the company for the need to obtain the consent of the company or other participants in the company for the assignment of the share (part of the share) of the participant to third parties in a different way than sale.

What is the “legal fate” of a share (part of a share) of a participant, if the charter of the company prohibits the assignment of a share (part of a share) by a participant to third parties, and other participants refuse to acquire it, or when the charter of the company provides for the consent of the participants to assign a share (part of a share) to the participants society, and they did not give the appropriate consent? In this case, the company is obliged to acquire, at the request of the participant, the share (part of the share) belonging to him and within no more than 1 year from the date of transfer to the company of the share (if the charter of the company does not establish a shorter period) pay the participant the actual cost of this share (part of the share) or from consent of a member of the company to give him in kind property of the same value. The cost of a share or part thereof is determined on the basis of data from the company's financial statements for the last reporting period, preceding the day of the participant's request with such a request. The actual value of the share (part of the share) is paid at the expense of the difference between the value of net assets and the size of the authorized capital of the company. If this difference is not enough, the company is obliged to reduce its authorized capital by the missing amount. Similar legal consequences also occur in the absence of the consent of the company participants to the transfer or distribution of a share in cases of inheritance, reorganization or liquidation of a company participant. To calculate the share, the accounting statements for the last reporting period preceding the death, reorganization or liquidation of the participant, respectively, are taken.

A member of the company has the right to withdraw from the company regardless of the consent of its other members and the company. The norm of clause 1 of Art. 26 of the LLC Law, which regulates the participant's right to withdraw from the company, is imperative. In this regard, the resolution of the Plenums of the Armed Forces and the Supreme Arbitration Court of the Russian Federation of July 1, 1996 No. 6/8 specifically clarified that the conditions of the constituent documents of companies with additional liability, which interfere with the holder of this right or limit it, should be considered as null and void, i.e. not giving rise to legal consequences. When a participant leaves the company, he must be paid actual value his shares or property of the same value has been allocated in kind within 6 months from the end of the financial year in which the application for withdrawal from the company was submitted, unless a shorter period is provided for by the charter. The share of the participant leaving the company is transferred to the company from the moment of filing the application for withdrawal. Thus, there is a certain time gap between when the participant ceases to be a carrier corporate rights and responsibilities, and obtaining the actual value of the share. Since a participant leaving the company also loses access to information about the activities of the company, this can really make it difficult for him to determine the real value of his share.

Nevertheless, it should be noted that only with the adoption of the Law on LLC for the first time, the procedure for the withdrawal of a participant from the company was directly regulated in the legislation.

There is no unanimity among scholars and legal practitioners in assessing the procedure for paying an outgoing participant the actual value of a share provided by law. Some consider this to be a progressive norm that ensures the free disposal of the participant of his property and, ultimately, the realization of the right to engage in entrepreneurial activity in a form that suits him. Others believe that such an approach can destroy a single property complex that provides society with the opportunity for successful entrepreneurial activity. So, S.D. Mogilevsky writes: "The exercise of the right of free withdrawal of a participant from the company with the receipt by him of the actual value of his share makes a limited liability company one of the most risky organizational and legal forms of legal entities provided for by Russian legislation."

The exclusion of a participant from an ALC is possible only in court at the request of the participants, whose aggregate share is at least 10% of the authorized capital of the company. The grounds for exclusion may be a gross violation by a participant of his duties or actions (inaction) that make it impossible for the company or significantly complicate it (Article 10 of the Law on LLC). The excluded participant must be paid the actual value of his share, determined according to the company's financial statements for the last reporting period preceding the date of entry into force of the court decision on the exclusion. Thus, the property consequences of the withdrawal and exclusion of a participant from the company coincide, which means that the exclusion from the company in itself is not a sanction against an unfair participant. Adverse legal consequences in relation to him can be provided for, for example, in the memorandum of association in the form of the need to compensate the excluded participant to the company for the damage caused by his actions (inaction) and even the payment of penalties.

The distribution of the profits received by the company as a result of entrepreneurial activity is carried out in proportion to the shares of the participants in the authorized capital, unless a different procedure is provided for by the charter of the company, adopted by the unanimous decision of the participants. The possibility of distributing profits in deviation from equity participation in the authorized capital distinguishes an ALC from a JSC, where such an approach is impossible. The decision on the distribution of profits is taken by the general meeting of participants on a quarterly, semi-annual or yearly basis. In order to protect the interests of creditors, members of the company and the company itself in terms of creating and maintaining its property base, the law establishes restrictions on the distribution and payment of the distributed profit of the company between its participants. Thus, the company is not entitled to make a decision on the distribution of profits between the participants until the full payment of the entire authorized capital, until the necessary payments are made to the outgoing participants, if the company meets the signs of insolvency (bankruptcy), if the value of the company's net assets is less than its authorized capital and reserve fund or will become less than their size as a result of such a decision (Article 29 of the Law on LLC).

Conclusion

A company with additional liability is one of the organizational and legal forms provided for by the legislation of the Russian Federation (Civil Code of the Russian Federation, Article 95) for commercial organizations.

A company founded by one or more persons, the authorized capital of which is divided into shares of the sizes determined by the constituent documents; participants of such a company jointly bear subsidiary liability for its obligations with their property in the same multiple for all to the value of their contributions, determined by the constituent documents of the company.

In general, additional liability companies are subject to the provisions of the legislation of the Russian Federation on limited liability companies, with the exception of the subsidiary liability provided for the participants of such a company, which they bear for the company's obligations jointly and severally with all their property in the same multiple for all to the value of their contributions, determined by the constituent society documents. Thus, there is no limitation of liability for participants in companies with additional liability, which is provided to participants (shareholders) of other forms of business partnerships and companies.

Compared to a joint stock company, a company with additional responsibility is a simpler form of entrepreneurship, convenient for the functioning of small and medium-sized capital; the rules governing the creation and operation of a limited liability company are largely dispositive.

The number of ALC participants is from one to fifty. Participants can be capable Russian and foreign citizens (as well as stateless persons) and legal entities.

The authorized capital of a company is made up of the par value of the shares of its participants. 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 participant in the company must correspond to the ratio of the par value of his share and the authorized capital of the company.

The minimum authorized capital is ten thousand rubles. The authorized capital can be contributed both in cash (opening a savings account to pay for the authorized capital in a bank), and property, property rights, or other rights that have a monetary value.

The supreme governing body in ALC is the general meeting of the company's participants. The general meeting of participants can also resolve any other issues if they are referred to the competence of the meeting by the Charter of the company. The 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 members of the company and the board of directors of the company. The company's charter may provide for the formation of the board of directors (supervisory board) of the company. The competence of the board of directors (supervisory board) of the company is determined by the charter of the company in accordance with the Law (Article 32 of the Federal Law “On LLC”). 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 members, the formation of an audit commission (election of an auditor) of the company is mandatory. A member of the audit commission (auditor) of a company may also be a person who is not a member of the company.

List of sources used

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Mogilevsky, S.D. Limited Liability Company / С. D. Mogilevsky. - M, 1999. - S. 81.

Baisha, J.R. Business Law / Zh.R. Baisha - M., 2003 - p. 101.

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The presentation on the topic "LLC and ODO" can be downloaded absolutely free of charge on our website. Project subject: Informatics. Colorful slides and illustrations will help you engage your classmates or audience. To view the content, use the player, or if you want to download the report, click on the corresponding text under the player. The presentation contains 11 slide (s).

Presentation slides

Slide 1

Presentation on the discipline "Industry Economics" Specialty 080802 "Applied Informatics"

Completed by students: Postovoy Dmitry Sheremetyev Sergey Checked by teacher: Mezhonova S.A

SAOUSPO "KKITiU"

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Types of companies Number of participants in LLC and ALC Purposes of establishing LLC and ALC Authorized capital of LLC and ALC Rights of participants in LLC and ALC Obligations of participants in LLC and ALC Procedure for distribution of profits in LLC and ALC Difference between ALC and LLC Conclusion

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Types of societies

Company - a legal entity established by one or more persons, the authorized capital of which is divided into certain shares.

With limited otv. members 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 shares in the authorized capital of the company.

With additional hole the participants jointly and severally bear subsidiary liability for their obligations with their property in the same multiple for all to the value of their contributions, determined by the constituent documents of the company.

Types of societies:

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Number of LLC and ODO participants

One to fifty. The participants can be capable Russian and foreign citizens (as well as stateless persons) and legal entities. In the case when one person is a participant, then the activities of this LLC / ALC are fully controlled by this person. If there are several participants in the LLC / ODO, then some disagreements may arise. This is due to the fact that the supreme governing body is the general meeting of participants. Only it can make decisions on a number of issues related to the exclusive competence of the general meeting of participants.

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The goals of establishing LLC and ODO

LLC and ODO are created for the purpose of making a profit and can engage in any activity not prohibited by law. At the same time, for certain types of activities, it is necessary to obtain a special permit (license). The term of activity is not limited, unless otherwise established by the Charter of the Company.

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Authorized capital of LLC and ODO

The authorized capital of a company is made up of the par value of the shares of its participants. 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 participant in the company must correspond to the ratio of the par value of his share and the authorized capital of the company. The minimum authorized capital established by the current legislation is 10,000 rubles. The authorized capital can be contributed both in monetary funds and property, property rights, or other rights that have a monetary value.

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Rights of LLC and ODO participants

The participant has the right

participate in the management of public affairs

receive information about the company's activities and get acquainted with its accounting books and other documentation

take part in the distribution of profits

sell or cede your share in the authorized capital of the company to one or several participants

leave the company regardless of the consent of other participants

receive a part of the property in the event of liquidation

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Obligations of LLC and ALC participants

The LLC participant is obliged

to make contributions in the manner, in the amount, in the composition and within the terms provided for by the Law and the constituent documents of the company

do not divulge confidential information about the activities of the company

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The procedure for distribution of profits in LLC and ODO

The company has the right to make a decision on the distribution of its net profit between the members of the company. The decision on determining the part of the company's profits to be distributed among the company's participants is made by the general meeting of the company's participants. The 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.

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Differences between ODO and LLC

An additional liability company (ALC) differs from an LLC in that its participants are responsible not only within the authorized capital, but also in addition to a certain amount that is a multiple of the authorized capital, the size of which is established by the charter and in case of presentation of creditors' claims, the participants are jointly liable.

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Try to explain the slide in your own words, add additional interesting Facts, you don't just need to read the information from the slides, the audience can read it themselves.

No need to overload your project slides with text blocks, more illustrations and a minimum of text will allow you to better convey information and attract attention. The slide should only contain key information, the rest is better to tell the audience orally.

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Choose the right outfit, because The speaker's clothing also plays a big role in the perception of his speech.

Try to speak confidently, fluently, and coherently.

Try to enjoy the performance so you can be more relaxed and less anxious.

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The organizational legal form of an enterprise is a complex of legal, legal, economic norms that determine the nature, conditions, methods of forming relations between the owners of the enterprise, as well as between the enterprise and the economic entities external to it and public authorities.

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Classification

full partnership; limited partnership (limited partnership); limited liability company, additional liability company; Joint-stock company (open and closed). Unitary enterprises

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Full Partnership

A partnership is fully recognized, the participants of which (general partners), in accordance with the agreement concluded between them, are engaged in entrepreneurial activities on behalf of the partnership and are responsible for its obligations with all property belonging to them.

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Limited partnership

A limited partnership (limited partnership) is a partnership in which, along with the participants who carry out entrepreneurial activities on behalf of the partnership and are responsible for the partnership's obligations with their property (general partners), there are one or more participants - contributors (limited partners) who bear the risk of losses, associated with the activities of the partnership, within the amount of their contributions and do not take part in the partnership's entrepreneurial activities

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Limited Liability Company ("LLC")

"LLC" - a company established by one or more legal and / or individuals, the authorized capital of which is divided into shares; members 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 shares in the authorized capital of the company.

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Characteristics of "LLC"

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"LTD"

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Additional Liability Company ("ODO")

An additional liability company is a business company established by one or more persons, the authorized capital of which is divided into shares of the sizes determined by the constituent documents; At the same time, the participants of the ALC jointly bear subsidiary liability for its obligations with their property in the same multiple for all to the value of their contributions, determined by the constituent documents of the company.

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Joint-stock company

A joint-stock company is a commercial organization, the authorized capital of which is divided into a certain number of shares, certifying the obligations of the company's members (shareholders) in relation to the company Closed joint-stock company - a form of organization of a public company; (common abbreviation - CJSC) - a joint-stock company, the shares of which are distributed only among the founders or a predetermined circle of persons (as opposed to an open one). Open Joint Stock Company (OJSC) - a form of organization of a public company; joint-stock company. The main difference from a closed joint stock company is the right of shareholders to alienate their shares to individuals or legal entities without a decision of the general meeting of shareholders.

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The main differences between (JSC) and (JSC)

 1. The number of shareholders:  - for a CJSC no more than 50, if it exceeds, then the CJSC must be transformed into an OJSC;  - unlimited for JSC.  2. The pre-emptive right to purchase shares alienated by the company's shareholders:  - for a CJSC, shareholders enjoy a pre-emptive right at the price of an offer to a third party (similar to the distribution of shares in an LLC);  - preemptive right is not allowed for JSC.  3. Distribution of shares:  - for a closed joint-stock company among the founders or a predetermined circle of persons;  - for OJSC distribution of shares among an unlimited number of persons (open subscription).  4. Authorized capital:  - for CJSC from 100 minimum wages;  - for JSC from 1000 minimum wages

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Joint-stock company

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Unitary enterprise

Unitary enterprise is a special organizational and legal form of a legal entity. A commercial organization not endowed with ownership of the property assigned to it by the owner. The property is indivisible and is not distributed by contributions (shares, shares), incl. between employees of the enterprise. In addition to the information specified in paragraph 2 of Art. 52 of the Civil Code of the Russian Federation, the legal status of state and municipal unitary enterprises is determined by the Civil Code and the law on state and municipal enterprises. Unitary enterprises can be of three types: Federal State Unitary Enterprise - FSUE State Unitary Enterprise - GUP (subject of the Federation) Municipal Unitary Enterprise - MUP (Municipal Formation)

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"Organizational and legal forms of enterprises" - Characteristics of forms of enterprises. Classification of enterprises in relation to profit. Types of business partnerships. Types of tourism infrastructure enterprises. Consumer cooperative. Organizational and legal forms of entrepreneurship. Classification of enterprises by legal form. Classification of organizations in relation to power.

"Unitary Enterprise" - Organizational and legal forms of commercial organizations. State enterprise. Municipal unitary enterprises. Objects of rights. Property management rules. Enterprise development plan. The right to economic management. Head of a unitary enterprise. Content of limited property rights. The federal law.

"Features of non-profit organizations" - Russian economic science. Use of property rights non-profit organizations... Employment rate in non-profit organizations. State corporation. Trends in the development of the non-profit sphere. Non-commercial partnership. Development of the non-profit sphere in Russia. Use of the concepts of "production" and "non-production" sphere.

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Src \u003d "https://present5.com/presentacii/20170510/235-obschestvo_s_dopolnitelynoy_otvetstvennostyyu.pptx_images/235-obschestvo_s_dopolnitelynoy_otvetstvennostyyu.pptx_1.jpg" is an additional liability: alt \u003d ""> Статья 95 ГК указывает, что обществом с дополнительной ответственностью признается учрежденное двумя или более лицами общество, уставный фонд которого разделен на доли определенных уставом размеров. Участники такого общества солидарно несут субсидиарную ответственность по его обязательствам своим имуществом в пределах, определяемых уставом общества. ПОНЯТИЕ ОДО!}

Src \u003d "https://present5.com/presentacii/20170510/235-obschestvo_s_dopolnitelynoy_otvetstvennostyyu.pptx_images/235-obschestvo_s_dopolnitelynoy_otvetstvennostyyu.pptx_2.jpg" acts. ODO"> ОДО считается созданным с момента его государственной регистрации в порядке, определяемом законодательными актами. ОДО считается зарегистрированным с даты проставления штампа на его уставе и внесения записи о государственной регистрации ОДО в Единый государственный регистр юридических лиц и индивидуальных предпринимателей. Создание ОДО!}

Src \u003d "https://present5.com/presentacii/20170510/235-obschestvo_s_dopolnitelynoy_otvetstvennostyyu.pptx_images/235-obschestvo_s_dopolnitelynoy_otvetstvennostyyu.pptx_3.jpg registering documents required by the state registering authority" Prior to filing in the LANG register " : -"> До подачи в регистрирующий орган для государственной регистрации необходимых документов учредители ОДО должны: - согласовать с регистрирующим органом наименование ОДО; - определить предполагаемое место размещения ОДО; - принять решение о создании ОДО и подготовить его устав; - сформировать уставный фонд (открыть временный счет в банке - при внесении денежного вклада в уставный фонд, провести оценку стоимости неденежного вклада - при внесении в уставный фонд неденежного вклада). Какие действия должны совершить учредители ОДО до подачи в регистрирующий орган документов, необходимых для государственной регистрации ОДО?!}

Src \u003d "https://present5.com/presentacii/20170510/235-obschestvo_s_dopolnitelynoy_otvetstvennostyyu.pptx_images/235-obschestvo_s_dopolnitelynoy_otvetstvennostyyu.pptx_4.jpg register in the state body: registration; -"> Для государственной регистрации ОДО в регистрирующий орган представляются: - заявление о государственной регистрации; - устав в двух экземплярах без нотариального засвидетельствования, его электронная копия (в формате.doc или.rtf); - легализованная выписка из торгового регистра страны учреждения или иное эквивалентное доказательство юридического статуса организации в соответствии с законодательством страны ее учреждения (выписка должна быть датирована не позднее одного года до подачи заявления о государственной регистрации) с переводом на белорусский или русский язык (подпись переводчика нотариально удостоверяется) - для учредителей, являющихся иностранными организациями; Какие документы предоставляются для государственной регистрации ОДО?!}

Src \u003d "https://present5.com/presentacii/20170510/235-obschestvo_s_dopolnitelynoy_otvetstvennostyyu.pptx_images/235-obschestvo_s_dopolnitelynoy_otvetstvennostyyu.pptx_5.jpg" with a copy of the identity document (or Russian LANG ") alt \u003d" language (translator's signature notarized"> -копия документа, удостоверяющего личность, с переводом на белорусский или русский язык (подпись переводчика нотариально удостоверяется) - для учредителей, являющихся иностранными физическими лицами; - оригинал либо копия платежного документа, подтверждающего уплату государственной пошлины. ! Истребование иных документов для государственной регистрации коммерческих и некоммерческих организаций, в том числе коммерческих организаций с иностранными инвестициями, запрещается.!}

Src \u003d "https://present5.com/presentacii/20170510/235-obschestvo_s_dopolnitelynoy_otvetstvennostyyu.pptx_images/235-obschestvo_s_dopolnitelynoy_otvetstvennostyyu.pptx_6.jpg When creating a LAN: alt \u003d economic society its statutory fund is formed in the manner prescribed by the Law of the Republic of Belarus "\u003e When a business company is created, its statutory fund is formed in the manner prescribed by the Law of the Republic of Belarus" On Business Companies "and other legislation. determines the size of its statutory fund.At the time of state registration, the statutory fund of an ALC must be formed in full in the amount stipulated by the charter of an ALC.A contribution to the authorized fund of an ALC can be things, including money and securities, other property, including property rights , or other alienated rights that have a monetary value Size and procedure for the formation of the Statutory Fund of ALC

Src \u003d "https://present5.com/presentacii/20170510/235-obschestvo_s_dopolnitelynoy_otvetstvennostyyu.pptx_images/235-obschestvo_s_dopolnitelynoy_otvetstvennostyyu.pptx_7.based on the LANG" alt \u003d " ownership, be"> Вносимое в уставный фонд ОДО имущество должно принадлежать учредителям (участникам) на праве собственности, быть необходимым и пригодным для использования в деятельности этого общества. Вкладом в уставный фонд ОДО не может быть имущество, если право на его отчуждение ограничено собственником, законодательством или договором. Уставный фонд ОДО не может быть сформирован полностью за счет неденежного вклада в виде имущественных прав. Денежная оценка неденежного вклада в уставный фонд хозяйственного общества подлежит экспертизе и проводится в порядке, установленном законодательством.!}

Src \u003d "https://present5.com/presentacii/20170510/235-obschestvo_s_dopolnitelynoy_otvetstvennostyyu.pptx_images/235-obschestvo_s_dopolnitelynoy_otvetstvennostyyu.pptx_DO must define the business entity!" society;"> Учредительным документом ОДО является устав. Устав ОДО должен определять: наименование хозяйственного общества; место его нахождения; цели деятельности, а в случаях, предусмотренных законодательством, и предмет деятельности; размер уставного фонда; перечень участников ОДО и сведения о размере долей в уставном фонде ОДО каждого из его участников; размер, состав, сроки и порядок внесения участниками ОДО вкладов в уставный фонд этого общества; Какой документ является учредительным документом ОДО? Какие необходимые сведения должны содержаться в Уставе ОДО?!}

Src \u003d "https://present5.com/presentacii/20170510/235-obschestvo_s_dopolnitelynoy_otvetstvennostyyu.pptx_images/235-obschestvo_s_dopolnitelynoy_otvetstvennostyyu.pptx_9.jpg" society;"> ответственность участников ОДО за нарушение обязанностей по внесению вкладов в уставный фонд этого общества; права и обязанности участников; структуру, порядок избрания или образования, состав и компетенцию его органов; порядок управления деятельностью хозяйственного общества; орган управления хозяйственного общества; порядок принятия органами управления решений, включая перечень вопросов, решения по которым принимаются органами управления единогласно или квалифицированным большинством голосов;!}

Src \u003d "https://present5.com/presentacii/20170510/235-obschestvo_s_dopolnitelynoy_otvetstvennostyyu.pptx_images/235-obschestvo_s_dopolnitelynoy_otvetstvennostyyu.pptx_10.jpg" conditions of distribution of profits and LANG: a responsibility"> условия и порядок распределения прибыли и убытков; перечень представительств и филиалов; ответственность общества, его участников; порядок утверждения бухгалтерской отчетности общества; основания ликвидации этого общества по решению его участников; иные сведения, предусмотренные законодательством.!}

Src \u003d "https://present5.com/presentacii/20170510/235-obschestvo_s_dopolnitelynoy_otvetstvennostyyu.pptx_images/235-obschestvo_s_dopolnitelynoy_otvetstvennostyyu.pptx_12.jpg" (participants)"> Учредительные документы ОДО должны также дополнительно содержать сведения о размере субсидиарной ответственности учредителей (участников) такого общества по его обязательствам и порядке ее распределения между учредителями (участниками). Размер субсидиарной ответственности учредителей (участников) ОДО не может быть менее суммы, эквивалентной 50 базовым величинам. В учредительные документы ОДО по согласию учредителей (участников) могут быть включены и иные положения, не противоречащие законодательству.!}

Src \u003d "https://present5.com/presentacii/20170510/235-obschestvo_s_dopolnitelynoy_otvetstvennostyyu.pptx_images/235-obschestvo_s_dopolnitelynoy_otvetstvennostyyu.pptx_14.jpg" , Minsk, Mogilev city executive committees."> Государственная регистрация ОДО осуществляется облисполкомами, Брестским, Витебским, Гомельским, Гродненским, Минским, Могилевским горисполкомами. Облисполкомы вправе делегировать часть своих полномочий по государственной регистрации ОДО другим местным исполнительным и распорядительным органам, а названные горисполкомы - соответствующим администрациям районов в городах. Регистрирующие органы в соответствии со своей компетенцией: - согласовывают наименования ОДО; - осуществляют государственную регистрацию ОДО; Осуществление гос.регистрации!}

Src \u003d "https://present5.com/presentacii/20170510/235-obschestvo_s_dopolnitelynoy_otvetstvennostyyu.pptx_images/235-obschestvo_s_dopolnitelynoy_otvetstvennostyyu on the day of filing of documents submitted by the state Opptx_16.jpg" alt \u003d " registration authority: -"> В день подачи документов, представленных для государственной регистрации ОДО, уполномоченный сотрудник регистрирующего органа: - ставит на уставе ОДО штамп, свидетельствующий о проведении государственной регистрации, выдает один экземпляр устава лицу, его представившему, и вносит в Единый государственный регистр юридических лиц и индивидуальных предпринимателей запись о государственной регистрации ОДО; - представляет в Министерство юстиции необходимые сведения об ОДО для включения его в Единый государственный регистр юридических лиц и индивидуальных предпринимателей.!}