Maximum number of participants in a limited liability company. Number of LLC participants: limit and changes in composition

The main condition for carrying out economic activity in our country is the creation of an enterprise. At this stage, the issue of choosing a form of ownership for the business becomes important for every entrepreneur. Many of them stop at opening a society with limited liability.

Who can be the Founder of an LLC

According to current legislation, participants (founders) of a limited liability company may be:

• adults, capable individuals– citizens of the Russian Federation;
• Foreign citizens(including stateless persons);
• Russian and foreign legal entities.

Each set of founders has its own procedure for registering an enterprise and its own nuances:

• If the participants of a limited liability company are legal entities, they are obliged to notify the tax inspectorate of this fact within a month from the date of commencement of participation.
• If a foreign citizen is going to become a founder, then first he must receive everything Required documents, which allow him to stay and work in Russia. These documents include a visa and a work permit in the Russian Federation, which are issued by the migration department. All copies of identification documents must be translated into Russian and notarized.

The decision or agreement on establishment (depending on who is the participant - an individual individual or legal entities) determines the period during which the share in is paid. It cannot exceed one year from the date state registration.

If this obligation is not fulfilled, the following sanctions apply:

• the unpaid share passes to the enterprise - in case of incomplete payment on time;
• fine (penalty), if provided for in the agreement on establishment;
• The founder has the right to vote at General Meetings of Participants in proportion to the paid share;
• Joint and several liability to the extent of the unpaid portion of capital.

Who cannot be the founder of an LLC

The legislation of the Russian Federation clearly establishes who cannot be among the founders of an LLC:

• Military personnel;
• Government officials;
• Deputies State Duma;
• Members of the Federation Council;
• Civil servants;
• Government bodies (except for cases provided for by law);
• Local governments (default).

Cannot be the only founder and other business enterprise, if it consists of only one person.

Number of founders

A limited liability company can be established by one person. In this case, the LLC will have a single founder. It can be established by any number of individuals and legal entities, the number of which should not exceed 50.

If there are more participants, the enterprise is obliged to openly Joint-Stock Company or a production cooperative. If this norm is violated, forced liquidation is carried out on the basis of Art. 61 and 88 of the Civil Code of the Russian Federation. The initiative comes either from the Federal Tax Service or from local governments.

Sole member of the LLC

The legislation provides for the right of one person to be a founder. Subsequently, this will be the only participant in the LLC. The restriction is established only for a legal entity that has one participant. In this case, he is prohibited from establishing an LLC on his own. There are no restrictions regarding individuals. The sole founder can be either a capable citizen of Russia or a foreign person.

The features of establishing a sole proprietorship LLC are as follows:

• Creation of a legal entity, changes, all appointments, etc. are formalized not by Protocols, but by the Decision of a single participant.
• There is no Agreement on the establishment of the Company.
• One founder has the right to simultaneously perform the duties of chief accountant.
• An LLC with one founder can be registered at the home address of the general director. The term of office of the director is established as unlimited.

The sole participant of the Company cannot leave the enterprise. If it is necessary to replace it, this happens in one of the following ways:

• Alienation of a share through a purchase and sale transaction, after which the legal entity is re-registered: changes are made to the charter, which are approved by the tax office.
• Introduction of a new person who buys part of his share from the only participant, after which the latter leaves the Company.
• , after which it is entered new member with an additional contribution to which 100% of the share is transferred.

The sale of a share with a single participant occurs through a purchase and sale agreement, which is certified by a notary. Then a General Director is appointed, who makes changes to the constituent documents. An application in the established form is submitted to the State Registrar, changes are made to the Unified State Register of Legal Entities.

Two founders

If an LLC has two founders, then the Charter of the legal entity clearly defines the procedure for their interaction. The document specifies the possibility of free ownership, mechanisms, indicates the right of priority to buy out a part of the disposed share, describes the procedure for setting the price for the share, the possibility of alienating it to third parties, the terms and procedure for paying the cost.

New LLC member

A new participant can join the Society in two ways:

• Contribute to the authorized capital through the procedure for increasing it. In this case, the interested person submits an application for acceptance, which indicates the size of the contribution, the timing of its payment, the size of that share authorized capital, which a new LLC member would like to have. Consent to admit a new participant by increasing the authorized capital is adopted unanimously by a decision of the General Meeting. At the same time, a decision is made to amend the constituent documents, which must be registered in established by law order no later than six months.
• Buy out the share of a Company participant. The purchase and sale agreement must be notarized.

Founder's responsibility

The founder is liable for the obligations of the Company within the limits of the share in authorized capital. There is an exception: if at the time of the start of the bankruptcy procedure the company does not have enough property to cover its debts, the founders may be subject to subsidiary liability.

Even if this clause is not specified in the company’s charter, the founders will be held liable along with the debtor. To do this, it is necessary to prove that the bankruptcy of the enterprise occurred as a result of their fault. Such actions include decisions that were inconsistent with:

• principles of reasonableness and good faith;
• provisions of the charter;
• legal norms.

As practice shows, it is not yet possible to impute subsidiary liability to the founders of an LLC.

A participant in a limited liability company, sometimes called a founder (and sometimes erroneously), is, according to Article 7 of the Federal Law “On LLC”, an individual or entity, participating in the LLC. This can be a citizen of the Russian Federation, a foreign citizen, and, if we are talking about a legal entity, it can also be a resident or non-resident of the Russian Federation.

The concept and characteristics of a founder, who can become a founder

The founder of an LLC is the one who establishes it. Essentially, it looks like this: a group of people gathers, decides to create a company, approves the charter of this company, enters into an agreement on establishment among themselves, where they describe how they will manage it, as well as who, how much, and when invests in the authorized capital , and ultimately carry all the documents for state registration. The sole founder does all this alone, and does not enter into an agreement with anyone, he simply makes a decision.

The founder may be another legal entity. person, and even the Russian Federation represented by the Federal Property Management Agency. And if everything is clear with the Russian Federation, then for individuals. persons and legal entities persons have a number of criteria according to which they can act as founders:

The difference between a participant and a founder

What is participation in an LLC and how does it differ from a foundation? The founder, as mentioned above, establishes, that is, and after that becomes a participant. Or another person invests in this LLC, or more precisely in its authorized capital, money or property, and also becomes a participant, but at the same time it is incorrect to call him a founder - he did not establish this company.

However, for example, in non-profit organizations there are no participants, there are only founders.

How to become a founder of an LLC

To become a founder of an LLC, you must meet the above criteria. Everything else is simple. A decision is made to establish, the charter is approved, payment is made, and an application is drawn up in form P11001. All this is submitted to the registration authority (Federal Tax Inspectorate), and after state registration you become a participant in the LLC, while being its founder (since you created it).

Number of founders in the company

There can be no more than 50 founders in an LLC. If there are more, it must be transformed into a production cooperative or a joint-stock company. Or, if this is not done, liquidate.

Rights and obligations of the founder

The rights and obligations of LLC participants are specified in Article 8 of the Federal Law “On LLC”. In particular, these are:

• participation in managing the affairs of the society;
• obtaining information about the activities of the company and familiarization with its documents;
• taking part in the distribution of profits;
• the right to withdraw from the LLC, if it is in the charter;
• receiving part of the property in the event of liquidation of the LLC.

The articles of association may provide for additional rights.

Establishment agreement

The establishment agreement governs. It is concluded between the founders when their number exceeds one. The form is simple written. According to Part 5 of Art. 11 Federal Law “On LLC”, the agreement on establishment determines:

"the procedure for their implementation joint activities on the establishment of the company, the size of the authorized capital of the company, the size and nominal value of the share of each of the founders of the company, as well as the size, procedure and terms of payment for such shares in the authorized capital of the company.”

Founders meeting

The meeting of founders is held at any address. Before the meeting, it is necessary to record the attendance and credentials of each of them (usually this is done by one of them, or a specially invited person; sometimes a notary).

The founders' decision to create a company is recorded in the form of minutes of the meeting; all decisions must be made unanimously.

Founder's responsibility

According to Part 6 of Art. 11 Federal Law “On LLC”,

“The founders of the company bear joint liability for obligations related to the establishment of the company and arose before its state registration. The company is liable for the obligations of the founders of the company related to its establishment only if their actions are subsequently approved by the general meeting of the company's participants. In this case, the amount of liability of the company in any case cannot exceed one fifth of the paid-up authorized capital of the company.”

The composition of the participants of the Limited Liability Company, their rights and obligations are recorded in Federal law No. 14-FZ “On Limited Liability Companies”, but the strict wording of the law is not clear to everyone. Therefore, it is worth talking in more detail about who they are - the LLC participants and what exactly they are entitled to.

LLC participants

By law, LLC participants can be both legal entities and individuals. However, it is not necessary that they engage in entrepreneurial activity. But the law reserves the right to regulate participation in an LLC individual categories citizens. Namely:

• government institutions can be participants in an LLC, but only if the owner of their property (the municipality) agrees with this
• Representative bodies of municipalities may, in exceptional cases, establish intermunicipal business companies in the form of limited liability companies
• various institutions can acquire shares in the income that they received outside the estimate, but only if the constituent documents of the organizations give them such a right

As for local governments or other government agencies, then they cannot be members of the LLC.

In addition, the Society can be founded by one single person, who can then become its, again, its only participant. But at the same time, the only participant cannot be a legal entity that also has one participant.

Maximum number of participants

The maximum number of LLC participants cannot be more than fifty. Otherwise (even if there are 51 participants), the limited liability company must transform within the next year either into a production cooperative or into an open joint-stock company. Well, if this does not happen or if the number of LLC participants does not decrease to fifty, the Company is subject to liquidation by law. judicial procedure. And the initiator of judicial proceedings can be both registration authorities (FTS) and local government bodies.

Founder or participant?

Many people confuse the concepts of “participant” and “founder”. They are indeed similar in meaning, but still, they are different things. To answer the question of how a founder differs from a participant, let’s define these concepts.

The founder is the one who decides to create (establishes) the organization, and the participant is the one who actively participates in the life and work of the organization throughout its existence. Therefore, the concept of “participant” is broader and more general.

As a rule, founders always become members of an LLC, but participants can become founders only upon re-registration of the company. In addition, the composition of the founders usually does not change (changes occur only when companies are re-registered), but the composition of the LLC participants can change many times.

The founders accept the company's Charter, prepare constituent documents, contribute their share to the authorized capital of the LLC, appoint an audit group and management bodies, have voting rights and are responsible for the activities of the company depending on the size of their share in the authorized capital .

Who can become a founder?

According to the law, the founders of an LLC can be citizens Russian Federation, and foreign citizens, individuals or legal entities. But those who are on public service, military personnel, deputies of the State Duma, officials of legislative or executive bodies authorities and members of the Federation Council cannot act as founders of a limited liability company.

Legal rights of an LLC participant

As for the rights of LLC participants, they are much broader than those of the founders and extend to the following directions activities:

• participation in the management of the Company's affairs
• receiving complete information about the activities of the Company
• access to accounting and other documents
• participation in the distribution of profits received by the Company
• exercise of the right to a liquidation quota (this means the opportunity to receive the monetary or property equivalent of part of the Company’s property that remains after settlements with creditors)
• the opportunity to leave the Company at any time and receive a share of the property, regardless of the opinions of other participants
• the opportunity to sell or assign your share (or part of the share) in the authorized capital of the Company
• opportunity to participate in general meetings, elect and be elected to control and management bodies, put your issues on the agenda

These rights of LLC participants are fundamental, therefore it is impossible to reduce this list or limit it, for example, by the Company Charter. But you can increase and transfer additional rights to participants.

Additional rights

This is usually done through articles of incorporation that stipulate special terms.

It is worth noting that additional rights differ in that they relate not to ownership shares in the capital, but personally to the participants of the Company, which means that even if the participant’s share is transferred to another person (or legal entity), the participant has all additional rights remain equally and do not pass to the new owner of the share. In addition, additional rights may not be granted to all participants, but only to some. Because of this right different participants of one LLC may differ significantly in volume.

This situation is quite legitimate and can serve the issues of flexible regulation in domestic policy Limited liability companies, but since some of the participants will initially have certain privileges, ordinary participants may experience negative reaction. If any of the new participants decide to claim additional rights, their claims can be considered at a general meeting, which has the right to grant privileges to members of the Company, then only if all participants vote unanimously.

But in addition to granting a participant additional rights, the general meeting can also deprive or limit the rights of all LLC participants. In this case, the decision must be made unanimously. As for the restriction or termination of additional rights that were granted to a certain participant, this can only be done with the consent (written or oral) of the participant himself and if 2/3 voted for the abolition or restriction of rights total number LLC participants.

Responsibilities of LLC participants

As usual, in addition to rights, LLC participants also have responsibilities, including:

• making contributions to the authorized capital (the amount of contributions, the procedure for making them and the terms within which the contribution must be made are determined by existing legislation and constituent documents Society)
• observance of trade secrets and non-disclosure of classified information about the work of the LLC

These are the main responsibilities and they do not require personal entrepreneurial activity. But the Charter or other constituent documents can provide for additional responsibilities. By decision of the general meeting, they can be assigned to all participants (subject to unanimous voting) or to a specific participant, subject to his consent (written or oral, which can be expressed in voting) and if 2/3 of all LLC participants vote for additional duties.

Regarding additional responsibilities, the following can also be said: their essence is determined by the constituent documents of the Company, and the responsibilities themselves relate to personal participation in the work of the Company or the provision of some services to the Company. These responsibilities are personalized and upon alienation (sale, transfer, inheritance) of the share or part thereof do not pass to the acquirer.

Another important point, which concerns additional responsibilities, is that the vesting of a participant with them does not entail the acquisition of additional rights, and such responsibilities can be gotten rid of by decision of the general meeting, subject to unanimous voting.

Changes in the composition of the Company's participants

When a company is founded and registered, rarely does anyone think about the fact that after some time he may sell, transfer his share, or even leave the Company. But over time, the situation may change, which means a change of LLC participants will follow. How does this happen? Today, there are two options that are associated with the transfer or alienation of a participant’s share in the authorized capital (by the way, existing participants have the right of priority to repurchase a share or part thereof from someone who wants to sell it):

• When selling a share to a stranger, which is not a member of the LLC, a purchase and sale agreement is drawn up, which is certified by a notary. He also submits documents for changing the participant to the registration authority. But in in this case It requires not only the simultaneous presence of both parties during the transaction, but also the consent of the spouses of the parties (if any).
• A new participant appears in the Company, who increases the authorized capital by some conditional amount. His arrival is formalized by a decision of the general meeting, then documents for registering changes in the composition of participants are submitted to the Federal Tax Service, and only then papers are prepared for the transfer of the share of the old participant to the new one and for the participant’s exit from the LLC. This option of changing participants takes more time, since all documents are completed in stages, but it is much cheaper and does not require notarial contracts purchase and sale.

Expulsion of a participant from the LLC

In addition, there is another situation when changes in the composition of the Company’s participants are inevitable - the forced exclusion of a participant from the LLC. Such a measure can be applied to someone who systematically fails to fulfill his duties (does not contribute his share to the authorized capital, does not participate in general meetings, does not perform additional duties) or, through certain actions, prevents the Company from working normally and achieving the necessary results.

An exception is possible only through the court, and other members of the Company can apply to the court, but provided that they collectively own no less than 10% of the LLC’s votes.

If such an application is filed, the court will be obliged to consider it. However, if during the trial the culprit ceases to be a member of the Company (he can sell his share or transfer it), the lawsuit will be denied.

Organizational and legal forms are created and managed by individuals and legal entities. At first glance, the differences between participants and founders are of a purely formal nature and relate to procedural issues. However, a detailed consideration of the issue allows us to establish a significant difference between the categories, which affects various aspects activities of a business entity.

Definition

Participant– an individual or legal entity that has a share in the authorized capital of a limited liability company. Having the right to participate in the activities of the organization and the distribution of profits, citizens and organizations can also alienate their share in favor of third parties.

Founder– a citizen or organization participating in the creation of a legal entity. Information about these persons is entered into the Unified State Register of Legal Entities and does not change throughout the entire period of the company’s existence. The founders can create various organizational and legal forms, including LLC, OJSC, ALC.

Comparison

Thus, the main differences lie in the very essence of these definitions. A founder is a person who creates an organization from scratch. After that, he retains his status forever, automatically turning into a shareholder, member, participant or shareholder (depending on legal form). A participant can only be in a limited liability company, and he acquires his right by virtue of acquiring a share in the authorized capital.

The founders can create other organizational and legal forms, including OJSC, CJSC, and ALC. Moreover, information about them must be in the Unified State Register of Legal Entities in its original form. Information about participants may change as shares are alienated, that is, they are sold, donated, etc.

Conclusions website

1. Emergence. The founders only create the organization, after which they become participants, members or shareholders.
2. Acquiring status. The founders are such by virtue of the existence of a constituent agreement or statement, the participants – by virtue of owning shares of the LLC.
3. Applicability. The founders create a legal entity of any organizational and legal form, but participants can only be in an LLC.
4. Changeability. Information about the founders remains in the Unified State Register of Legal Entities forever; information about participants may change as the company operates.

Almost any person can become a member of an LLC. However, you need to have an idea of ​​how to leave society, what share you can count on, how to deal with controversial issues, etc. Having this information will help you competently resolve issues within the company and avoid possible losses due to incompetence.

Who can be a participant?

Absolutely any person can be a member of an LLC. The rights of a participant directly depend on the share in. Also, a participant who has made a full contribution has the right to leave the LLC regardless of the time frame, and the opinion of the other participants will not matter.

Legislatively general number of participants LLC must be less than or equal to 50; exceeding this limit is unacceptable. If the total number of participants is 51 or more, and the company is not re-registered into some other form (for example, PJSC), then it will be liquidated through the court.

Organs local authorities and other government agencies do not have the right to become members of an LLC under any circumstances.

Rights and obligations of participants

According to Article 8 of Law No. 14-FZ, company participants have the following rights:

• participation in case administration;
• possession of all data on the activities of the LLC;
• full access to all documents;
• opportunity to participate in profit distribution;
• the right to a liquidation quota;
• regardless of the opinions of other participants, leave the LLC and receive a share of the property;
• the right to sell or assign your share of the management company;
• the right to participate in meetings, be elected to control bodies, etc.

Sometimes participants may be assigned different rights. This directly depends on whether they were initially provided for in the company’s charter. These rights do not replace those indicated above, but can only be an addition to the main list, and they are regulated using.

Additional rights may apply to both all members of the company and certain individuals. In this regard, participants in society have extremely unequal rights, including radically different rights from each other in terms of their total scope.

The company can also deprive or limit the rights of all participants in the company, but this must be done exclusively with a unanimous decision. To limit the rights of a particular participant, the latter must agree to this (orally or in writing), and at least two thirds of all other participants in the company must vote for it.

In addition to rights, there are also basic responsibilities(Article 9 of Law No. 14-FZ):

• make contributions to the management company;
• comply with requirements for non-disclosure of trade secrets;
• maintain confidentiality regarding classified information.

As in the case of rights, the company's charter may create additional obligations for participants. Naturally, they do not violate or replace the above legislative obligations.

Registration of LLC participants

To register a new member of the company, the investor must fill out an appropriate application to join the ranks of the company. This appeal will be reviewed by the remaining participants, and then a decision will be made on acceptance or refusal.

Regarding the composition of the appeal, we can highlight the following points that it should contain:

• desired share size;
• the amount that a new member will contribute to the total capital of the LLC.

It is also worth remembering that this capital changes its size (sometimes in quite large quantities) after the admission of new participants. Discussion of its size and growth is an issue that is almost constantly discussed at meetings, and this process is carried out exclusively in the presence of absolutely all other investors. A change in the authorized capital occurs with mandatory registration and notarization, which is last process in accepting a new member into the ranks of the community.

Shares of company participants

There are three options for distributing the share of LLC participants:

1. After the participant leaves. If any participant leaves the company, his share must be distributed among the others within a year or transferred to a third party for redemption. The remaining amount in this option is divided among the participants according to their shares in the management company.
2. When introducing a new participant. When a new participant joins, the size of the authorized capital increases by the amount of the contribution made by this participant. However, the shares of participants are reduced by a certain percentage.
3. When one of the participants increases capital. Any of the company participants makes an additional contribution to the size of the capital, thus increasing their share. However, the share of the remaining LLC participants does not change, but the percentage of equity participation decreases.

In this process, participants do not need to carry out any other actions, since the key role is played by CEO. He is also responsible for recording all changes.

Changing the composition of participants

Taking into account the provisions of Law No. 312-FZ, all transactions related to the alienation of a share or part thereof must be completed exclusively with notarization.

The main step when changing the composition of society is extract from the Unified State Register of Legal Entities. It should contain new information regarding the participants.

The preparation of documents for a notarial transaction is carried out by the relevant notary office. The process itself usually takes from 1 to 5 business days.

Sometimes specified documents is not enough, since a considerable abundance of others is required. These include:

• copies of documents about the LLC;
• information about the composition of the company;
• documentation that confirms compliance with rights when acquiring a share;
• information about participants.

Copies of the following documents are also required:

• charter;
• constituent agreement;
• extracts from the Unified State Register of Legal Entities;
• passports of absolutely all participants for this moment;
• passports of persons purchasing a share in the management company.

This list of official papers is not final. In some cases, depending on the specifics of the procedure being carried out, an impressive additional package of documents may be required.

There are many firms that provide professional services in the field of changing the composition of participants and founders of an LLC. This is often useful, as it allows you to avoid wasting unnecessary nerves, time and, oddly enough, unplanned financial expenses. But the fact is that the process of changing the composition of participants is one of the most difficult (especially when it comes to changing founders). Therefore, without the necessary preparation, too many resources are often wasted, although many of them could be significantly reduced if one had the appropriate knowledge and experience.

The only member of the society

According to the law, situations are permissible when only one person can be a participant in an LLC.

In cases where there is only one participant in an LLC, he can be either a citizen of the Russian Federation or a foreigner.

When creating a society in such conditions, there are following features:

• the creation of a legal entity, as well as related changes and appointments, are formalized not using protocols, but by the decision of this participant;
• there is no agreement on the foundation of the company;
• a single person can perform the duties of general director and accountant at the same time;
• a company with a single participant can be registered at the home address of the general director, and his term of office is unlimited.

When a member of an LLC is a single citizen, he cannot simply leave the structure. This can only be done by replacement. There are several options for this:

• sell your share to a third party, after which it is subject to approval new charter;
• a new person entering the LLC buys part of the share, after which the only participant leaves the company;
• the new LLC participant makes an additional contribution to the capital, thereby increasing it, after which the share of the original participant is completely transferred to him.

Withdrawal from the LLC

The main reasons for this are considered:

• bad relationship with other participants;
• the need to get rid of the LLC;
• desire to receive good compensation after leaving.

However, this can be done taking into account some nuances:

• there is more than one participant in the company;
• the charter does not prohibit the withdrawal of participants;
• All LLC documents are in perfect order.

If you follow all the nuances of this procedure, you should decide on the type of exit from society:

1. According to the statement. Following this method, you need to prepare a quit statement certified by a notary. This is a very simple way to leave an LLC, since all other difficulties will have to be resolved by the remaining founders and director.

Let's take a closer look at this process. First of all, an application is drawn up in the presence of a notary. You should have your passport and TIN with you, and it would also be a good idea to take an extract from the Unified State Register of Legal Entities to avoid possible errors during compilation. If the founder wishes to leave the company, he must also provide the statutory documents.

For foreign persons, all documents must be translated into Russian and notarized.

After all procedures, the application should be submitted to the director. Having received it, he collects a package of documents and submits it to the appropriate registration authority within 30 days. And after 90 days from the date of submission of the application, a settlement is made with the participant who left the LLC.

1. According to the share purchase and sale agreement. The sale of a share under such an agreement is feasible only if it is fully paid by the participant at the time of formation of the management company. If only part of the share is paid, then this same part is available for sale, the remaining part is divided between other founders or sold to a third party.

The only documents required will be those that are used when drawing up the purchase and sale agreement. However, it is worth remembering that the package of these documents is very extensive, and collecting it will take a lot of time and effort. But there is also positive side of this process - the founder can sell his share by setting his own market price, and not a fixed one, as in the first case.

Alienation of share

This procedure occurs in several stages:

1. The first step is to make a decision on alienation.
2. Next you need to collect the following documents:

• passport;
• document on registration at the place of residence;
• statement;
• state registration certificate;
• certificate of registration tax accounting;
• constituent documentation;
• lease contract.

1. The next step is to draw up a purchase and sale agreement.
2. After all the above steps, you should have all documents certified by a notary.
3. After 5 working days, the notary will issue an updated charter marked by the Federal Tax Service and.

LLC Annual Meeting

At the annual meeting of the company's members it is decided important questions about the activities and management of a company or organization. All participants have the right to attend, vote and make decisions. Conducting this meeting is mandatory, and it must be done at a minimum once a year.

The meeting of LLC participants is the main process described in Law No. 14-FZ. The clear procedure for its implementation is regulated by Article 37 of the same law. It is also permissible to convene meetings out of turn, but there must be sufficiently compelling reasons for these purposes.

A corresponding notice is sent to each participant 30 days in advance (Article 36 of the same law). It indicates the time, location, and gives a brief description of issues that are subject to consideration during the meeting.

Before the start of the meeting, all participants must undergo special registration. This is required in order to officially confirm the presence of participants. The document contains:

• passport details;
• share volume;
• signature.

After all these actions, the general director opens the meeting and the discussion of all issues related to the society, company or organization begins. During the meeting, the secretary keeps a record of everything that happens, including the voting results. In some cases, a notary is invited to draw up a certificate of the event. This is very helpful in some situations, especially during legal proceedings for one reason or another. It is worth remembering that this is not the only reason, according to which the company requires certification of the meeting by a notary.

Holding an annual meeting of the society is prerequisite for every company. If a participant has committed an illegal refusal or evasion from a meeting, he will be subject to fine(500-700 thousand rubles).

The most important point regarding LLC participants is the collection and availability necessary documentation. In controversial issues, in the absence of such, it will be spent a lot a large number of time and effort to restore papers. And in some cases the case may go to court. This is especially true for the distribution of shares when a participant leaves the company.