Management bodies ooo. What governing bodies operate in LLC Limited Liability Company management structure

current federal law"On Limited Liability Companies" when establishing a legal entity in the form of a Limited Liability Company, a mandatory point of the decision to establish an LLC is the appointment or election of the management bodies of the LLC.

The law provides for the existence of the following governing bodies of a limited liability company: a meeting of participants in an LLC (or the sole participant - if the founder is one person), the board of directors of an LLC, a collegial executive body of an LLC (management board, directorate), a sole executive body, an audit commission, a protocol or a decision an auditor of the company may be appointed, while the audit commission, the collegial executive body of the LLC, the board of directors of the LLC are obligatory only if it is provided for by the charter of the Company.

According to the current legislation of the Russian Federation on Limited Liability Companies, supreme body Management LLC is the general meeting of the founders (participants) of the LLC. The meeting may be either ordinary or extraordinary, and all members of the Company have the right to attend it, as well as take part in the discussion of agenda items and decision-making by voting.

In accordance with Federal Law No. 14-FZ "On LLC", the following issues fall within the competence of the meeting of founders (as well as the sole founder of LLC):

• making a decision on participation in other commercial organizations, associations, determining the areas of activity of the LLC;
• amending the founding documents of an LLC, including regarding the size of the authorized capital of an LLC with limited liability;
• appointment or election CEO or the collegial executive body of the LLC, the manager, the terms of the agreement with the manager (if this issue is not within the competence of the board of directors in accordance with the charter), audit commission(if this body is provided for by the charter) and the auditor of the Company;
• approval of balance sheets and annual reports;
• distribution net profit LLC between participants;
• statements internal documents OOO;
• decisions on the placement of bonds and securities by the Company;
• decisions on the liquidation or reorganization of the LLC and the appointment of a liquidation commission, approval of liquidation balance sheets.

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 LLC;
• appointment and change of the general director of LLC, collegial executive body, manager, agreement of the terms of the contract with the manager), auditor;
• setting the amount of remuneration of the General Director and members of the collegial executive body;
• making a decision on the participation of the LLC in other associations of commercial organizations;
• approval of internal documents of LLC;
• opening branches or representative offices of LLC
• resolving approval issues big deals;
• resolving issues of convening and holding a general meeting of an LLC;
• other issues in accordance with the charter of 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.

Management current activities An LLC is carried out by a sole executive body or a sole executive body and a 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 has the right to:

• issue orders on the appointment, transfer, dismissal of LLC employees, apply incentive measures;
• represent the interests of the LLC without a power of attorney and make transactions on its behalf;
• issue powers of attorney for the right of representation on behalf of the LLC;
• exercise other powers that are not within the competence of other management bodies.

The transfer of voting rights by a member of the Board of Directors (Supervisory Board), a member of the collegial executive body to other persons, including other members of the Board of Directors (Supervisory Board), other members of the collegial executive body, is not allowed.

The new law on LLC, which came into force on July 1, 2009, expanded the competence of the Board of Directors of LLC. Issues such as, for example, determining the main activities of the company, appointing an audit or approving an auditor can now be referred to the competence of the Board of Directors, which should be enshrined in the Company's charter. Also, the competence of the Board of Directors may include any issues that are not referred by law to the exclusive competence of the general meeting of founders of the LLC.

According to the current legislation, the decision taken by the general meeting of the Company's participants, the decision of the Board of Directors, as well as the sole or collegial executive body of the LLC may be appealed by the Company's member to judicial order within 2 months from the date of communication to the participant of the decision.

Being an independent participant in civil transactions, a limited liability company acquires civil rights and performs civil obligations through its bodies. The bodies of a limited liability company form and express the will of the company, as well as manage its affairs.

Management of an organization means determining the main directions of its development, setting goals and objectives for it, as well as actions to achieve them Lomakin D.V. Decree. op. - P. 120. Management of a legal entity can be defined as a mechanism for the interaction of its participants and the ways in which they represent their interests.

Since a limited liability company is a commercial legal entity pursuing the goal of making a profit, the main indicator of the effectiveness of the management of this organization is the results of its economic activities.

In the literature, certain functions of managing a legal entity are distinguished:

1) planning, i.e. development of the program, procedures for its implementation, implementation schedules, analysis of situations, determination of methods for achieving goals, etc.;

2) organization, i.e. elaboration of the enterprise structure, coordination between structural divisions, etc.;

3) motivation, i.e. stimulating the efforts of all employees to fulfill their tasks;

4) coordination;

5) control Kashanina T.V. Decree. op. - S. 446 ..

The law provides for two options for the management structure of a limited liability company. By general rule(clauses 1 and 4 of article 32 of the Law), a two-tier system of governing bodies is formed in the company: the general meeting of the company's participants (the supreme body of the company); and the executive body that manages the current activities of the company, which may be the sole (director, Executive Director etc.) and/or collegiate (board, directorate, etc.). The charter of the company may provide for the use of a three-tier system of governing bodies of a limited liability company, in which the board of directors (supervisory board) of the company is added to the two specified links. The creation of a board of directors (supervisory board) is advisable in limited liability companies with a sufficiently large number of participants, since this body can quickly resolve some important issues (formation of executive bodies and early termination of their powers, resolving issues on certain transactions, etc.). ), not assigned by the Law to the exclusive competence of the general meeting of participants in the company. In the absence of this body, to resolve such issues, it is required to convene a general meeting of participants, which in itself requires considerable time Tikhomirov M.Yu. Organization of management in a limited liability company // Law and Economics. - 2007. - No. 8. - S. 17 ..

In accordance with paragraph 1 of Art. 91 of the Civil Code of the Russian Federation and paragraph 1 of Art. 32 of the Federal Law "On Limited Liability Companies", the supreme governing body of a limited liability company is the general meeting of participants in the company. The general meeting of participants in the company may be founding, ordinary or extraordinary. The next general meeting of the company's participants is of particular importance. At this meeting, the results of the company's activities for the past period are summed up. The next general meeting of the company's participants is convened within the time limits stipulated by the company's charter. An indication of such a period is one of the information subject to mandatory inclusion in the charter. However, such a meeting may not be convened less frequently than once a year. Furthermore. The law clearly defines the time frame for holding a general meeting, which sums up the results of the company's activities for the year. It must be carried out not earlier than two months and not later than four months after the end of the financial year. Federal Law "On Accounting" SZ RF. - 1996. - No. 48. - Art. 5369. November 21, 1996 does not contain the concept of "fiscal year", instead using the concept " reporting year". In accordance with paragraph 1 of Art. 14 of this law, the reporting year for all organizations corresponds to the calendar year - from January 1 to December 31.

If the charter of the company provides for the holding of regular general meetings of participants more than once a year, then the dates for holding meetings at which the interim results of the company's activities are summed up are determined by the charter of the company, since the Law does not contain any criteria for determining them.

An extraordinary general meeting of the company's participants is convened in cases provided for by the company's charter. Such a meeting, in addition, may be held in other cases, if the interests of the company or its participants require it. The right to demand the convening of an extraordinary general meeting of the company's participants has only the persons expressly specified in the Law. These include: the board of directors of the company, the audit commission (auditor) of the company, the auditor. The convocation of an extraordinary general meeting may also be demanded by the participants of the company, who have an aggregate of at least ten percent of the total number of votes of the participants in the company. An opinion is expressed that one participant having the necessary number of votes cannot demand the convening of an extraordinary general meeting, given right granted only to two or more participants having in aggregate this number of votes Commentary on the Federal Law "On Limited Liability Companies" / Ed. Tikhomirova M.Yu. - M., Publishing house M.Yu. Tikhomirov. 2003. - S. 185 .. We believe that this rule should be interpreted broadly, and, therefore, not only several, but also one participant with at least ten percent of the votes can demand the convening of an extraordinary general meeting. A literal interpretation is proposed in order to ensure the interests of a minority of participants in the company, since this allows those participants whose shares in the authorized capital are relatively small to participate in the management of the company. Commentary on the Federal Law "On Limited Liability Companies" / Ed. Tikhomirova M.Yu. - M., Publishing house M.Yu. Tikhomirov. 2003. - S. 185 .. One cannot but agree with this statement, however, such an application of this norm will inevitably lead to infringement of the rights of participants who have significant shares in the authorized capital of the company. In addition, it is necessary to take into account the situation often encountered in practice, when a company consists of two (or three) participants with equal shares. If one interprets the provisions of par. 1 p. 2 art. 35 of the Law literally, it turns out that none of the participants can demand the convening of an extraordinary general meeting at all.

Of particular interest is the question of the competence of the general meeting of participants in a limited liability company.

The Federal Law "On Limited Liability Companies" and the Civil Code of the Russian Federation limit the competence of the general meeting of participants in the company. The general meeting of the company's participants is the supreme governing body of the company, therefore it is logical to assume that it is the general meeting of participants that should be entitled to resolve any issues related to the activities of the company, without any restrictions, including those falling within the competence of other management bodies. That is how this issue is resolved in the legislation of a number of countries.

Subparagraph 13 of paragraph 2 of this article refers to the exclusive competence of the general meeting the decision of other issues provided for by this Federal Law, that is, those issues that are referred to the competence of the general meeting in other norms of the Law. However, this does not mean that the general meeting of participants in a limited liability company is not entitled to make decisions on other issues. The competence of the general meeting of participants in the company is determined by the charter of the company in accordance with the Federal Law "On Limited Liability Companies".

Consequently, the charter of a limited liability company may provide for issues related to the competence of the general meeting, but this competence can no longer be exclusive. On issues not referred by the Law or the charter to the competence of the general meeting, it has no right to make decisions.

To eliminate the existing restrictions, we consider it appropriate to supplement Article 33 of the Federal Law "On Limited Liability Companies" with the third paragraph of the following content: "The general meeting of participants in the company has the right to make decisions on any issues, including those falling within the competence of other bodies of the company."

It seems that the rule on appealing decisions of the general meeting needs to be improved. First of all, you need to install minimum size share held by the participant, which gives the right to appeal, for example, not less than 10% of the share capital. The legislator indirectly recognizes this circumstance, giving the court the right to uphold the contested decision if the vote of this participant could not affect the voting results, the violations committed are not significant and the decision did not cause losses to this participant. It is quite clear that the voting of a participant with a share of even 20% of the authorized capital can affect the voting results only in cases where the decision requires the unanimity of all participants in the company (decisions on amending the memorandum of association and on the reorganization or liquidation of the company). In most cases, the vote of such a participant does not affect the results in any way.

Undoubtedly, this problem is most relevant for open joint-stock companies, but it should not be underestimated for limited liability companies, the number of participants in which is close to the maximum allowable by law (especially those companies that were created as a result of the privatization of enterprises retail, Catering and household services). If this problem is not solved, then any participant with a small share in the authorized capital (for example, 0.1%) is able to paralyze the normal activities of the company, plunging it into an abyss of litigation and expenses.

In addition, it is necessary to establish in the law at least an approximate list of violations of the law and the rights of a member of the company, which are of a significant nature. This would allow limiting the discretion of the court in determining violations that may lead to the recognition of the decisions of the meeting as invalid. To date, the criteria for this are extremely vague (for example, is it a material violation of failure to notify a participant of an assembly or notification within a period shorter than prescribed by law, etc.).

The established practice of application by the courts of the norms of the Law on Appeal of Decisions of the General Meeting of Participants of a Limited Liability Company can be illustrated by the following example.

Individuals - the founders of DRSU-2 LLC filed a lawsuit against DRSU-2 LLC with an arbitration court to invalidate the decision of the general meeting of DRSU-2 LLC dated April 2, 2003. By the decision of the Arbitration Court of the Penza Region dated June 30, 2003, the claims were satisfied. By the decision of the Court of Appeal of the Arbitration Court of the Penza Region dated August 19, 2003, the decision was upheld.

Disagreeing with these judicial acts, the defendant filed a cassation complaint with the Federal Arbitration Court of the Volga District, referring to the fact that the contested meeting was extraordinary, the company's participants were notified of the meeting within the time limits stipulated by the company's charter, in addition, this meeting was attended by all members of the society.

When considering the case, the Federal Arbitration Court of the Volga District established that the requirements of the Federal Law “On Limited Liability Companies” were violated during the contested meeting. This was reflected in the fact that the deadlines for notifying participants of the upcoming meeting were violated, information and materials on the agenda of the meeting were not provided and the procedure for familiarization with them was not specified, decisions were made on issues not included in the notification, when voting, the votes of the company's participants were incorrectly counted , the meeting decided to expel three participants from the company, while these participants had previously filed an application for withdrawal from the company.

Notifications about the upcoming meeting of the founders with the question "On the adoption of the charter of the company in new edition» sent by the company to the plaintiffs in violation of the deadline established by paragraph 1 of Article 36 of the Law.

The charter of the company, which was in force at the time of the meeting, did not provide for shorter periods.

On the basis of the foregoing, the cassation appeal was denied, the decisions made in the case judicial acts left unchanged Decree of the Federal Antimonopoly Service of the Volga District of November 25, 2003 in case No. A49-2372 / 03-96AO / 21 // Bulletin of the Supreme Arbitration Court of the Russian Federation. - 2004. - No. 3. - S. 45 ..

The management of the current activities of the company is carried out by its executive body, created by decision of the general meeting of participants in the company. According to paragraph 4 of Article 32 of the Law, the executive body of a limited liability company can be collegiate (board, directorate) and sole (director, general director).

In this way. The law provides for two options for the structure of executive power in a limited liability company: only the sole executive body or the sole executive body and the collective executive body jointly. It is interesting to note that Article 91 of the Civil Code of the Russian Federation, in addition to these options, allows for the possibility of creating in a company only a collegial executive body.

A specific version of the structure of the executive bodies is determined by the charter of the company, while if the charter provides for a two-tier structure, it must clearly distribute competence between the collegiate and sole executive bodies. This will avoid confusion and conflicts, as well as ensure effective management society.

The competence of the executive body of a limited liability company includes all issues of managing the current activities of the company, with the exception of issues referred by the Law or the charter to the competence of the general meeting of participants in the company or the board of directors (if it is created in the company). The executive body implements the decisions of the general meeting of the company's participants.

The sole executive body of the company acts in civil circulation on behalf of the company, for this it is granted the right to represent its interests without a power of attorney. Other persons, including members of the board of directors or members of the collegial executive body of the company, may make transactions and other legal actions on behalf of the company only on the basis of a special power of attorney.

The person exercising the functions of the sole executive body may be either a member of the company or another person. A member of the collegial executive body can only be individual which may or may not be a member of the company. Paragraph 2 of clause 1 of Article 91 of the Civil Code of the Russian Federation provides for the possibility of electing only the sole executive body from among the company's participants. As in the previous case, the conflict must be resolved in favor of the Federal Law "On Limited Liability Companies". The charter of a particular company may provide for some restrictions, for example, the obligation to form a collegial executive body only from among the company's participants, or a certain ratio of the company's participants and other persons in this body may be established.

The rights and obligations of the person exercising the functions of the sole executive body, as well as members of the collegial executive body, are determined by an agreement, which is signed on behalf of the company either by the person who chaired the general meeting of participants at which the executive body was elected, or by another member of the company authorized to do so by the decision of the general meetings of members of the society.

This agreement, by its legal nature, is, of course, labor, therefore, relations between the company and such persons are regulated labor law taking into account the specifics established by civil law.

The contract with these persons may be terminated early at any time by decision of the general meeting of the company's participants (or the board of directors, if it has been created in the company and the resolution of this issue is referred to its competence by the charter).

Possibility of early termination employment contract with a director or a member of the collegial executive body of a business company on the initiative of the latter, until recently caused controversy in the legal literature Drozdov E. The leader is a forced person // Economics and Life. - 1997. - No. 25. - S. 23; Glushetsky A. General Director of JSC: who is he? // Economy and life. - 1997. - No. 11. - P. 18; Eliseev A. Long farewell - extra tears // Economics and life. - 1998. - No. 21. - S. 26; Menovshchikov D., Eiriyan A. How to dismiss a negligent leader // Russian justice. - 1999. - No. 12. - S. 37 .. This was due to duality legal status head of a business company. On the one hand, he is the sole executive body of the company. On the other hand, the head of the company is a hired worker. The grounds for the emergence and termination of the powers of the executive body of a legal entity are regulated by the Civil Code of the Russian Federation, the Federal Law "On Limited Liability Companies" and the charter of the company. In this part of the relationship are of a civil law nature. The powers of the sole executive body of a legal entity may be terminated, including early, on the grounds provided for by civil law. In particular, in accordance with subparagraph 4 of paragraph 2 of Article 33 of the Law, such a basis is the decision of the general meeting.

The law imposes on the sole executive body, members of the collegial executive body and the manager the duty to act in the interests of the company in good faith and reasonably. The sanction for violation of this obligation is the liability of these persons to the company, provided for by the Law, for the losses caused to the company. A prerequisite for the responsibility of these persons is their guilt, since liability arises only for losses caused to society by guilty actions or omissions. Other grounds and amount of liability may be established by federal laws. The basis for exemption from liability of members of the collegial executive body of the company is their vote against the decision that caused losses to the company, or non-participation in voting.

The company itself or any of its participants has the right to file a claim for compensation for losses caused to the company, while this right of participants is not limited to the minimum number of shares owned by this participant. In the literature, such claims by members of the company for compensation for losses caused to the company are usually called indirect (derivative) claims, since the plaintiffs through this claim protect their property interests not directly, but indirectly, through protecting the interests of the company itself Yarkov V. Corporate law: indirect claims / / Stocks and bods market. - 1997. - No. 18. - S. 33-39; Petnikova O. Protection of the rights of participants in corporate relations // Journal Russian law. - 2002. - No. 6. - S. 105; Gros A.A., Dedov D.I. Problems of implementation of indirect claims // Law. - 2007. - No. 3. - S. 14 ..

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

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

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

In accordance with federal law company charter must contain:

Full and abbreviated corporate name of the company;

Information about the location of the company;

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

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

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

Rights and obligations of members of the company;

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

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

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

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

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

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

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

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

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

1. The supreme body of the company is the general meeting of participants in the company. The general meeting of the company's participants may be regular or extraordinary.

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

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

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

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

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

(see text in previous edition)

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

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

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

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

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

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

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

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

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

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

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

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

9) resolving issues on the approval of major transactions in cases provided for in Article 46 of this Federal Law;

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

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

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

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

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

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

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

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

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

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 functional features each governing structure.

General meeting of founders (participants) LLC

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

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

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

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

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

The General Meeting is authorized to decide the following issues:

1. Determine or change the direction of the company, the procedure for its implementation.
2. Spend structural changes In the organisation.
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 subdivisions enterprises.

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 term specified in the Charter. Competence and objectives of this work structural unit are also determined by the total fees of LLC participants.

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

The audit management body of the LLC is the Audit Commission

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

Attention! During 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 most big company will be able to ensure competent management and control of FCD, having formed management structures properly.