No. 51-FZ dated November 30, 1994
(the current version of the first part of the Civil Code of the Russian Federation as of 02.11.2013 is presented)

Section I. GENERAL PROVISIONS

Subsection 2. PERSONS

Chapter 4. LEGAL ENTITIES

§ 2. Business partnerships and companies

4. Limited Liability Company

Article 91. Management in a Limited Liability Company

1. The supreme body of a limited liability company is the general meeting of its participants.

An executive body (collegiate and (or) sole) is created in a limited liability company, which carries out the current management of its activities and is accountable to the general meeting of its participants. The sole management body of the company may also be elected from among its members.

2. The competence of the management bodies of the company, as well as the procedure for making decisions and speaking on behalf of the company, are determined in accordance with this Code by the law on limited liability companies and the charter of the company.

3. The competence of the general meeting of participants in a limited liability company includes:

1) changing the charter of the company, changing the size of its authorized capital;

2) formation of the executive bodies of the company and early termination of their powers, as well as making a decision on the transfer of powers of the sole executive body of the company to a manager, approval of such a manager and the terms of an agreement with him, if the company’s charter does not refer the resolution of these issues to the competence of the board of directors (supervisory board) of the company;

3) approval of the annual reports and balance sheets of the company and the distribution of its profits and losses;

4) decision on reorganization or liquidation of the company;

5) election of the audit commission (auditor) of the company.

The law on limited liability companies may also include the resolution of other issues within the competence of the general meeting.

Issues related to the competence of the general meeting of participants in the company cannot be transferred to them for decision by the executive body of the company.

4. In order to verify and confirm the correctness of the annual financial statements of a limited liability company, it has the right to annually engage a professional auditor who is not connected by property interests with the company or its participants (external audit). An audit of the company's annual financial statements may also be carried out at the request of any of its participants.

The procedure for conducting audits of the company's activities is determined by law and the charter of the company.

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

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

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

Consider the functional features of each control structure.

General meeting of founders (participants) LLC

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

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

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

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

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

The General Meeting is competent to decide the following issues:

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

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

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

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

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

Executive bodies of a limited liability company

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

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

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

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

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

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

The audit management body of the LLC is the Audit Commission

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

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

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

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

In accordance with the general rule of paragraph 3 of Art. 53 of the first part of the Civil Code of the Russian Federation, a person who, by virtue of law or constituent documents, acts on his behalf, must act in the interests of the legal entity he represents in good faith and reasonably.

According to Art. 44 of the Law on Limited Liability Companies, the sole executive body shall be liable to the company for losses caused by its guilty actions (inaction), unless other grounds and amount of liability are established by federal laws. When determining the basis and extent of liability, the usual conditions of business transactions and other circumstances relevant to the case must be taken into account.

Members of the board of directors (supervisory board) of the company, the sole executive body of the company, members of the collegiate executive body of the company, as well as the manager, when exercising their rights and fulfilling their duties, must act in the interests of the company in good faith and reasonably (clause 1, article 44 of the Federal Law "On LLC").

The reasonableness of the actions of the head of the organization and other persons specified in paragraph 1 of Art. 44 of the Federal Law "On LLC", involves, on the one hand, the search for the best way to resolve a specific economic and managerial situation, and on the other hand, the degree of professionalism that is minimally necessary to perform the relevant official duties due to the occupation of a particular position (implementation of a function).

Members of the board of directors (supervisory board) of the company, the sole executive body of the company, members of the collegial executive body of the company, as well as the manager, shall be liable to the company for losses caused to the company by their guilty actions (inaction), unless other grounds and amount of liability are established by federal laws. At the same time, members of the board of directors (supervisory board) of the company, members of the collegial executive body of the company who voted against the decision that caused losses to the company, or who did not take part in the voting, are not liable.

The general rules for damages are established by Art. 15 of the Civil Code of the Russian Federation. The obligation to prove the good faith of behavior, its compliance with the requirements of business turnover, reasonableness rests with the persons as a result of whose actions or inaction these losses arose.

Under losses, according to Art. 15 of the Civil Code of the Russian Federation, it means the expenses that a person whose right has been violated has made or will have to make to restore the violated right, the loss or damage to his property (actual damage), as well as lost income that this person would have received under normal conditions of civil circulation if his right had not been violated (lost profit).

The obligation to compensate for losses is imposed only on persons who, by their vote or sole decision, caused the act that caused the losses. Members of the board of directors (supervisory board) and the collegiate body who voted against the adoption of the relevant decision or did not take part in the voting cannot be held liable.

When determining the grounds and amount of liability of members of the board of directors (supervisory board) of the company, the sole executive body of the company, members of the collegial executive body of the company, as well as the manager, the usual conditions of business turnover and other circumstances relevant to the case must be taken into account.

It seems that the content of the concept of conditions of business turnover follows from the norm-principle of Art. 309 of the first part of the Civil Code of the Russian Federation, according to which obligations must be properly performed in accordance with the terms of the obligation and the requirements of the law, other legal acts, and in the absence of such conditions and requirements, in accordance with business practices or other usually imposed requirements.

The legal assessment of these circumstances is given by the court considering the case.

If, in accordance with the provisions of Art. 44 of the Federal Law "On LLC" responsibility is borne by several persons, their responsibility to the company is joint and several.

Such cases primarily include the situation when persons who are members of the board of directors (supervisory board) or members of the board, directorate or other collegial executive body who voted at a meeting of the relevant body for a decision that caused losses to the company are brought to justice. The liability of several persons guilty of causing losses is joint and several (on joint and several liability, see Articles 322-325 of the Civil Code of the Russian Federation). In practice, individual liability can occur only for the sole executive body or manager.

C for compensation for losses caused to the company by a member of the board of directors (supervisory board) of the company, the sole executive body of the company, a member of the collegial executive body of the company or a manager, the company or its participant has the right to apply to the court.

Responsibility of founders and directors in an LLC: Video

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

The governing bodies of an LLC include:

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

General meeting of LLC participants

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

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

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

The exclusive competence of the general meeting of participants includes:

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

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

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

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

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

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

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

Executive body LLC

The management of the current activities of the LLC is carried out by the sole executive body or the sole executive body and the collegial executive body. The executive bodies of the LLC are accountable to the general meeting of participants and the Board of Directors. The sole executive body of an LLC (general director, president, and others) is elected by the general meeting of participants in the LLC for a period determined by the charter of the LLC, unless the charter of the LLC refers these issues to the competence of the board of directors (supervisory board) of the LLC. The sole executive body of an LLC may also be elected from outside its members.

The sole executive body of LLC:

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

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

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

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

Audit Commission (Auditor) LLC

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

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

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

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

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The legislator has defined a number of requirements that are imposed on the created legal entity and its participants who plan to conduct economic activities in the form of a limited liability company. In addition to the main obligation, which is to contribute their shares to the authorized capital, the founders of the company must select and appoint a management body that will directly manage the established enterprise.

The supreme governing body of an LLC is the general meeting of participants, which controls and manages the established company. If the company is created by one person, it performs the functions of the general meeting of participants independently.

The charter of the company may also provide for other management bodies, such as: the Board of Directors of an LLC, a collegial executive body in the form of a directorate, a board, as well as a sole executive body represented by the general director.

If it is necessary to control the activities of all bodies of the company, the company may use the services of an auditor or an auditor.

General meeting of LLC participants

Being the supreme body of the LLC, the general meeting of participants receives a number of powers, with the help of which it exercises control over the activities of the company. These powers are enshrined in the law "On Limited Liability Companies". The general meeting of participants in an LLC may be regular or extraordinary. Members of the company have the right to be present at it, participate in the discussion and decision-making by voting. Offer their own initiatives to address emerging issues, options for further development, ways to more productive management, etc. Limitation of these rights is impossible by the provisions of the charter. The number of votes of each participant at the general meeting of participants is proportional to his share in the authorized capital of the company. It should be noted that the charter may provide for another exclusive rule for determining the number of votes. Establishment of exceptional provisions of the charter, in accordance with which this exclusive rule is approved, is carried out at the general meeting of participants in the LLC, which results in the unanimous approval of these changes.

The company's charter determines the competence of the general meeting of LLC participants.

The competence of the general meeting of participants includes, first of all, the determination of the main directions and types of economic activities that the company plans to carry out, aimed at achieving the set commercial goals. The key to successful development is cooperation and participation in other associations and associations, the decision to participate in which is also taken by the general meeting. Some issues, the solution of which falls within the competence of the general meeting of participants, relate to issues of internal regulation.

The competence of the general meeting of participants in resolving internal issues includes:

1. Approval of documents defining the internal activities of the LLC (internal documents of the LLC)
2. Amendments and additions to the memorandum of association
3. Distribution of profit between the participants of the company
4. Election of the sole executive body represented by the General Director
5. Approval of annual reports and annual balance sheets
6. Amendment of the charter of LLC

The general meeting of participants may appoint an audit or revision check, as well as, if necessary, early termination of their powers. The amount of payment for the services of auditors and auditors is also determined by the general meeting. The company may be transferred with the consent of its participants to trust management by another person who must act in the interests of the company by managing its property.

In addition to issues of organization and functioning, the competence of the general meeting of participants includes issues of reorganization and liquidation associated with the termination of its activities. The decision to reorganize or liquidate an LLC is made by its members. The Supreme Meeting of Shareholders appoints a liquidation commission in case of voluntary liquidation or reorganization. The liquidation commission makes up the residual balance. The remaining property of the company after settlement with creditors is distributed among the participants of the company. In other cases, these processes are handled by the court in the person of the arbitration manager, who deals with these issues.

The next meeting of participants is established by the charter, but meetings must be held at least once a year. Convening the next general meeting of participants is the responsibility of the executive body of the LLC. In addition to the regular meeting, the charter of the company defines the cases of holding an extraordinary meeting. It is held at any time when it is necessary to resolve issues relating to the interests of the company and its participants.

Board of Directors (Supervisory Board) LLC

The board of directors in an LLC performs the functions of a supervisory body. The establishment of a board of directors and the regulation of its activities may be provided for by the charter of the company. The activity of the Board of Directors is a very complex process that requires the flawless operation of all mechanisms of the organization.

The creation of a board of directors in accordance with the law on LLC is a personal initiative, not a prerequisite.

It is much easier to manage a company if its founder is one person. However, with a large number of participants, a problem arises in which not all founders can daily participate in the process of managing the company. To solve this problem, the law provides for the possibility for the company to form an executive and supervisory body.

The number of participants in the board of directors is determined by the founders in advance in order to exclude further possible disagreements. In accordance with the current legislation of the Russian Federation, the minimum number of members of the board of directors is 3, which is necessary to recognize their voting as legitimate. Only an individual can act as a member of the board of directors, that is, another company that can also act as a founder of this person cannot be a member of the board. In this regard, a person is nominated from the parent company to represent its interests. The members of the council elect a chairman who regulates its further activities. The chairman is elected from among the members of the council.

The law defines the following issues, the solution of which falls within the competence of the board of directors:

1. Determination of the main activities of the LLC
2. Determination of the amount of monetary compensation, the amount of remuneration to persons exercising control over the activities of the company (manager, sole executive body, auditor, auditor, etc.)
3. Creation of branches and opening of representative offices of LLC
4. Formation of LLC executive bodies and early termination of their powers
5. Deciding on the participation of LLC in associations and other associations of commercial organizations
6. Making a decision on the transfer of the property of the company to trust management of another commercial organization or individual entrepreneur.
7. Convening, preparing and holding a general meeting of participants, as well as resolving related issues.
8. Resolution of issues related to the conclusion of major transactions and interested party transactions provided for by the Federal Law "On Limited Liability Companies".
9. Adoption and resolution of other issues provided for by the current legislation of the Russian Federation.

The board of directors is a very profitable option for managing a company created by the founders. The profitability of the formation of this management body is evidenced by the fact that such a management body is widespread in the structures of LLCs operating in our country, despite the fact that the legislator does not oblige to create such a management body. By creating a board of directors, the founders protect their rights, because in the performance of their duties, the created board listens to the opinion of each founder.

Executive body LLC

Management and control of the current activities of the LLC is carried out by the sole executive body. Control over the executive body is carried out by the general meeting of founders and the supervisory board. The president, general director, etc. can act as the sole executive body. This executive body is elected at the general meeting of participants, while the election can take place not only from among the company's participants. The duration of the powers of the sole executive body is stipulated by the charter.

Article 40 of the Law "On Limited Liability Companies" lists the powers of the sole executive body:

1. Acts on behalf of the company without a power of attorney, including representing its interests and making transactions;
2. Issues powers of attorney for the right of representation on behalf of the company, including powers of attorney with the right of substitution;
3. Issues orders on the appointment of employees of the company, on their transfer and dismissal, applies incentive measures and imposes disciplinary sanctions;
4. Exercises other powers that are not referred by this Federal Law or the charter of the company to the competence of the general meeting of participants in the company, the board of directors (supervisory board) of the company and the collegial executive body of the company.

The sole executive body of the LLC carries out its activities to manage the company in accordance with the provisions of the charter and internal documents of the company. In addition to the charter and internal documents, the procedure for the activities of the sole executive body is regulated by an agreement concluded between this person and the company.

Along with the sole executive body, the charter of an LLC may provide for the formation of a collegial executive body in the form of a directorate, board, and others. The election of this body is carried out by the general meeting of the LLC participants for the number of participants and the period of their activity determined by the charter. The activities of the collegial executive body, the procedure for its decision-making are regulated by the provisions of the charter and internal documents.

Only an individual who is not a member of an LLC can act as a member of the collegial executive body. The functions of the chairman of the collegial executive body are performed by the person exercising the functions of the sole executive body, except for cases in which the functions of the sole executive body are transferred to the manager.

Based on the foregoing, it can be concluded that the executive body is a hired employee, that is, an employee of the company with a salary established by the contract for the implementation of managerial activities. At the same time, the sole executive body is responsible to the founders of the company for the work performed by it. Its actions should be aimed at observing the interests of society and its participants.

Audit Commission (Auditor) LLC

The audit commission or the auditor is one of the controlling bodies of the LLC, the election of which is due to the need for additional control over the financial and economic activities and activities of the company's management bodies. The creation of an audit commission for a limited liability company is mandatory, provided that the number of participants is more than 15 members.

The election of the audit commission is carried out by the general meeting of participants. The period of existence of the commission and the number of its members is determined by the charter of the LLC. During the period of carrying out its audit activities, the commission has access to all documentation related to the activities of the company. At the request of the audit commission, members of the board of directors, members of the sole and collegial executive body of the LLC, employees of the company are required to provide written or oral explanations on issues raised by the commission. If necessary, the commission has the right to demand the holding of an extraordinary meeting of participants.

The auditor without fail checks the annual reports and balance sheets before their approval at the general meeting of participants in the LLC. Approval of the company's annual reports and balance sheets is impossible without the conclusion of the audit commission. The activities of the auditor, as well as the activities of all management bodies of the LLC, are determined by the charter of the company.

By examining the governing bodies of an LLC, one can determine the areas of management in which they are competent. The structure of companies carrying out their business activities in the territory of the Russian Federation in the form of an LLC can be different, including a more simplified one. However, in its entirety, it includes all of the above services.