In which legal entities is the founder. How to act if the founder of the LLC is a legal entity? Post-registration activities for the company's activities

07.01.2021

_______, st. __________, str.___, d.__, office___);

2. Form the authorized capital of the Company in the amount of 10,000 (Ten thousand) rubles, consisting of 1 (one) share with a nominal value of 10,000 (Ten thousand) rubles. The authorized capital is paid in cash and property (if property, then it is imperative to approve the monetary valuation of the value of the property). no later than four months from the date of state registration society.

If the founder of the LLC is a legal entity

If among the founders of the company there is entity, then to register an LLC, you will need to provide a more complex package of documents than for a company whose founders are exclusively individuals. First of all, the entry of a legal entity into the authorized capital of a newly registered company must be approved by the relevant decision or minutes of the meeting of its founders or shareholders.

IP or LLC

The minimum number of founders is one person. Thus, a society can be created by one citizen or one legal entity. However, the law prohibits the creation of an LLC by another company (joint stock company or a limited or additional liability company), which consists of one participant (a company of one person).

FAQ (frequently asked question - frequently asked question): how are LLCs different from LLC participants? In fact, nothing.

How to draw up a decision of the sole founder on the creation of an LLC

One of the most frequent topics where difficulties are encountered remains the issue of proper documentation of the organization being created.

In order to competently approach the procedure for collecting documents for a newly created organization, one should understand the terms and definitions that describe the legal component of this issue.

So, a limited liability company is a business entity created by one or more, the authorized capital of which is divided into shares.

YurClub Conference

a person, which in turn consists of one founder. It turns out a legal entity - a foreign entity, where foreign citizen(or maybe two - information is unfortunately missing)

but if LLC B has a board of directors, then its powers under the law include making decisions on the participation and termination of the company's participation in other organizations, if the company's charter does not refer this to the competence of the company's executive bodies.

Registration of an LLC with a single founder - a legal entity

Therefore, in order to register an LLC with a single founder - a legal entity, it is necessary that this legal entity has more than one founder. If this condition is met, then you can safely proceed to the preparation of documents for the registration of your organization.

- application in the form P11001, with a notarized signature of the applicant. However, the applicant in this case can only be the sole executive body (gen.

Registration of an LLC with a foreign founder - a legal entity

It says that a business entity in the Russian Federation cannot have sole member another economic company that has a single participant.

All foreign documents must be with an apostille and translated into Russian, while the translation must be notarized. The head of a foreign legal entity at the notary certifies the application form P11001 and submits documents to the IFTS for registration.

Registration of an LLC with a founder - a legal entity

e.)

The list of documents submitted to the tax office for registration of an LLC, as part of the founders, of which there is a legal entity, is no different from the usual one. Only some tax inspectorates may require the submission of a decision of the highest governing body of the founder-legal entity on participation in the establishment of an LLC.

An applicant on behalf of a founder-legal entity may be its sole executive body (general director).

Registration of LLC with the founder of a legal entity

Decree of the Government of the Russian Federation of September 30, 2004 N 506).

1) application for state registration. The application can be signed by the head of the company, the founder (founders) of the company, the head of the company that is the founder of the company being registered, a citizen who has a power of attorney to carry out actions to register a legal entity.

Registration of a company with a participant legal entity somewhat different from registration of a Limited Liability Company with an individual participant. In this article, we will tell you what you should pay attention to when registering such a company.

In accordance with Art. 88 of the Civil Code of the Russian Federation, a company with one participant cannot be the founder of another LLC, which also consists of one participant, therefore, either the LLC that acts as the founder must have at least two participants, or in the company being created, in addition to the founder - a legal entity, there must be at least another founder: for example, an individual.

The procedure for registration is similar to registration with participants by individuals.

For registration with the tax authority, we provide:

1. Protocol on the establishment, where the general director of the Company acts on behalf of the participant - a legal entity.

2. Agreement on the establishment of the Company.

3. Charter of the Society.

4. Application for registration.

5. Payment of state duty in the amount of 4,000 rubles.

6. List of participants.

7. Order on the appointment of the general director, chief accountant, documents on payment of the authorized capital (if required).

In order to certify an application for registration of an LLC in form 11001 with a notary, a participant in a legal entity will need to:

— Extract from the Unified State Register of Legal Entities, for a period not exceeding 30 days;

— Certificate of registration with the tax authority and the assignment of TIN;

— Certificate of state registration;

- Protocol and order on the appointment of the general director.

The cost of registering an LLC with a participant legal entity, we have 12 000 rubles, which includes the production of a seal, registration with the FIU, the FSS, and so on.

Specialists of Kodeks MSK LLC have extensive experience in registering legal entities, so when you turn to us for help, you can be calm about solving the problem.

Return to list

Any analytical department, carrying out a preliminary check of the counterparty, considers the identification of the founder of this organization as one of the primary tasks. Indeed, today it is increasingly possible to encounter deliberately presented false information even in official sources. However, if it is possible to recognize the founder by TIN, then sometimes the received surname can say much more about the company than official reports.

At the same time, despite the official availability of data from unified state registries, in order to find out the founder by PSRN or TIN, you will have to spend a lot of time filling out an application and even more waiting for a response. It is much easier to obtain such information using the online services of Prima-Inform.

Find out the founder by OGRN

All that is required of you in order to find out the founder of the OGRN is literally 1 minute of time and, of course, the main registration number itself. On our website there is a universal form electronic application. Just enter the OGRN you have in the appropriate field and click "Find".

Founders

The search procedure is carried out online and lasts no more than 1 minute. The answer to the request is an electronic extract form from the Unified State Register of Legal Entities, in which you can not only find out the founder by PSRN, but also the legal address, the availability and number of licenses, status, TIN and other data that are regulated by the unified state register.

Find out the founder by the name of the organization

Using Prima-Inform's unique Internet solution, you can also identify the founders, even if you don't know anything about this company except its name. To find out the founder by the name of the organization, you need to enter it in the field of the standard request form.

As well as when searching by OGRN, the result is provided in 1-2 minutes. It should be emphasized that the information received is quoted as official and can be used, for example, as evidence in court proceedings.

How is an LLC created by legal entities?

Subject registration entrepreneurial activity carried out by the tax authority according to the territorial affiliation. In the same instance, you can find out what documents are needed to create an LLC. Their list may differ slightly, but usually, to open an organization of this form of ownership, the following is required:

The company's charter. Type sample Articles of Association for LLC with one owner in Appendix 1 (Charter). It contains:
- Company name. It is indicated in all possible variations, but the full name in Russian is required.
- Legal address. The legislation provides for 2 options:
1. - Premises for rent – notification from the owner of the property about the consent to attach is required new company to the specified address.
  - Registration of the company at the address of the founder. This is possible even if he is not the only owner of housing or does not own it at all, but only has a permanent residence permit or registration there.
- Types of activity with OKVED codes defining them. The first specified code in the Charter defines the main type of activity of the organization, the rest - the areas of activity in which the LLC can be engaged or not.
- Authorized capital. The minimum size of the authorized capital is 10,000 rubles. All this amount must be paid in cash to a savings bank account. When determining the authorized capital in an amount exceeding 10,000 rubles, the rest can be formed in any way - in money or in appraised property.
- Other information relating to the characteristics of the organization's activities.
The decision of the sole owner to open a company. It is created after the approval of the Charter, since the Charter itself is approved in it. Signature responsible person The Decision does not require notarization. Sample Decision of the founder on the creation of an LLC in Appendix 2 (Decision of the owner).
Application for the creation of a legal entity. After filling out this application, a sample of which is in Appendix 3 (Application), together with the Articles of Association and the Decision, you must visit a notary. Only in his presence can you sign the application. The certification is valid for 5 days. Therefore, during this time it is necessary to submit documents to the tax office.

The list of founding documents of an LLC also includes:

Order on the appointment of a director.
Order on appointment or assignment of duties to the chief accountant.
Lease contract.
Extract from the Unified State Register of Legal Entities and Certificates of PSRN and TIN (issued by the registration authority after registration).

Stages of creating an LLC with one founder

Many novice businessmen have a question, how to create an LLC with one founder? Step-by-step instruction provides for the following actions:

Definition of the name of the organization, types of activity, legal address.
Choice of taxation system. In the event of a decision to pay taxes under the simplified system (the most best option at the initial stage of the company's activities), along with the rest of the documents, an Application for the transition to the simplified tax system is submitted to the registering authority. Its sample is in Appendix 4 (application for USN).
Payment of state duty. At the moment, its size is 4000 rubles. Details must be obtained at the branch or on the website of the Federal Tax Service, in which registration is carried out.

2 copies of the Charter;
1 copy of the Decision on the establishment of the company;
1 copy of the Application for registration of the company;
1 copy of confirmation from the bank on the formation of the statutory fund;
1 copy of the receipt for payment of state duty.

In the tax authority, the decision on the registration of the company is made within 5 days. If there are no questions, the organization is fixed as a business entity. If the founder receives a refusal to register a company, he can apply to the Federal Tax Service, the next instance is the court. Most often, a refusal is received if the documents for opening an LLC with one founder are incorrectly filled out or not presented in full. Also, tax officials have the right to refuse registration when it is established that a large number of business entities are already registered at the specified legal address.

If everything is done as expected, the founder will be given:

a certified copy of the Articles of Association;
extract from the Unified State Register of Legal Entities;
company registration certificate;

At this point, the main stages of creating an LLC are completed, but in order to carry out the full-fledged work of the enterprise, additional steps must be taken.

Post-registration activities for the company's activities

For the normal functioning of the enterprise it is necessary:

Obtain statistical codes from the Department of Statistics. They are required to complete various statistical forms and reporting. For various organizations, their own codes are provided: OKPO, OKSF, OKOPF, OKATO, OKOGU.
Order a seal of the organization. Despite the increasing use electronic documents with a digital signature, many counterparties still work "the old fashioned way". Therefore, it is better to take care of acquiring a seal in advance.
Open a current bank account. To do this, fill out a card with a seal imprint and sample signatures of the founder and chief accountant (if any) and certify it with a notary. The opening of an account must be reported to the Federal Tax Service within 7 days. Usually, to open an account, you need:

statement;
notarized copies of the Articles of Association and Certificate of registration of the company;
copies: TIN, Decisions on the establishment of an enterprise, orders on the appointment of a director and chief accountant.

Registration with the Social and Pension Insurance Funds. According to the legislation, data on a new enterprise must come from the tax office directly to these bodies. However, in practice, most often the founders themselves turn to the Funds to register the enterprise. To this end, the following are presented:

extract from the Unified State Register of Legal Entities;
Registration certificate;
letter from the statistician.

All of the above recommendations allow you to understand how to form an LLC yourself. However, many entrepreneurs turn to legal organizations, who assume all obligations to register a company for a fee, of course.

Differences in registering an LLC with one founder

Registration of a company with one owner is similar to the standard registration procedure. The main differences are as follows:

The constituent documents for opening an LLC with one founder do not include a memorandum of association, which stipulates the division of shares in the authorized capital of the enterprise.
The sole founder of the company cannot be another business entity, including one person (JSC, LLC, JSC).
If there are several founders, the Minutes of the general meeting of founders are drawn up and provided at the place of demand, when there is one - the decision of the owner to create a company.

If the founder of the LLC is a legal entity ...

Creation and registration of an organization (legal entity)

Stages of creating an organization

Preparation of documents for registration

Submission of documents for registration

Stages of creating an organization

This section of the site describes in detail the process of self-registration of a business: registration of an LLC and an individual entrepreneur, as well as the actions necessary to start a business, links are given for downloading the necessary forms of documents.

Self-registration issues are also covered. non-profit organizations.

Since the information presented is not official, links are given to the official websites of authorized government agencies, which will be needed by a novice entrepreneur.

Don't be afraid of a large amount of information - this is not due to the complexity of the process, but to the detail of its description.

I would like to reveal to you a little secret, which, of course, should please you. I mean the principle of taxation of business in comparison with the taxation of income of an individual. If the taxation of the income of an individual occurs before the receipt of any income (i.e., an individual first pays taxes and only after paying the tax receives income), then the taxation of any commercial activities occurs after deducting all expenses (which means that certain expenses can be included (written off) as business expenses). In addition, in some cases, tax rates for businesses (6% for the simplified tax system (when choosing the object of taxation "income"; 15% - when choosing the object "income minus expenses") are less than tax rates for personal income tax (13% for tax residents of the Russian Federation and 30% for non-residents).

It must be borne in mind that when receiving income, it is not always necessary to register an individual entrepreneur (PBOYuL).

When is it not necessary to register an IP?

The procedure for registering both an individual entrepreneur and any legal entity is, in fact, the same, and the differences are associated only with the features of a particular organizational and legal form. This order consists of two steps:

preparation of necessary documents;

submission of documents for registration.

Schematically, the whole process of creating a legal entity can be represented as follows:

As can be seen from this diagram, the entire process of creating an organization consists of the following steps:

Preparation and proper execution of the necessary documents for registration.

Registration of the organization in the tax office

Registration with the PFR, FFOMS, FSS

Making a seal

Opening a bank account and reporting it to the Federal Tax Service, FSS, PF

Preparation of documents for registration of a legal entity or individual entrepreneur

After you:

decided register as an individual entrepreneur or have decided to create an organization, i.e. determined the organizational and legal form;

completed the necessary preparatory procedures:

came up with a name LLC (CJSC, LLC);

identified types economic activity and selected OKVED codes corresponding to these types;

held a meeting participants (founders) - for LLC, CJSC, OJSC;

identified authorized capital(but not less than 10,000 rubles) and distributed the shares among the participants (founders);

decided which address the organization will be located and issued Required documents. The tax authorities no longer refuse to register a legal entity if the address in the constituent documents is the address of the place of residence of one of the founders (head);

Decided who will manage current activities (i.e. who will be the director);

choose the most optimal taxation system;

decided who will be involved in the registration of the organization with the tax authority.

filed an application (in the prescribed form) for submission to the registration authority,

it is necessary to register a newly created legal entity (IP).

Submission of documents for registration of an organization, individual entrepreneur

Registration authority for commercial and non-commercial organizations, individual entrepreneurs is the Federal Tax Service (FTS), for public associations— Ministry of Justice of the Russian Federation.

Attention, from 01/01/2012, the new CCC codes must be indicated in the receipt for payment of the state duty

In St. Petersburg - this is the Federal Tax Service No. 15, in Moscow - the Federal Tax Service No. 46.

Find out the address of your tax office (other Russian cities).

In some cities, an experiment is underway to submit documents for registration of IP via the Internet, after which this public service will be available throughout Russia.

In most regions, registration should take place on the principle of operation " one window", that is, you submit and receive all or most of the documents in one window (which means one registration authority - the Federal Tax Service). If this system does not work in your region, specify where and what other documents you need to submit.

The tax authority independently, no later than 5 working days from the date of state registration, transfers to the Pension Fund (PF), the Fund social insurance(FSS), Compulsory Medical Insurance Fund (FFOMS), Federal Service state statistics and other bodies information about registered individual entrepreneurs and legal entities for registration with these bodies. After registration in the indicated bodies, notices (certificate, notice) of registration will be sent by registered mail with notification, if necessary, they can also be received personally directly from these bodies.

You submit the documents required for registration, and within 5 working days (in practice - after 5 working days) you are issued:

A certified copy of the charter (for organizations. Recently, the Federal Tax Service considers that there is only one original, so the copy that is returned to the applicant is stamped "Copy of the charter ...")

Certificates of state registration

Certificate of registration with the tax authority;

Notification of Rosstat on the assignment of statistics codes

Notice of registration in Pension Fund Russia (PFR);

Notice of registration with the Social Insurance Fund (FSS).

Notice of the amount of insurance premiums for compulsory social insurance.

Extract from the Unified State Register of Legal Entities (EGRIP)

If for some reason the Federal Tax Service did not register you (as an individual entrepreneur) or the organization with extra-budgetary funds, then you need to obtain the documents indicated in paragraphs 4 - 8 yourself. At the same time, it must be borne in mind that contacting these state. authorities are required within 5 days from the date of state registration.

You may also not be given a notification of the assignment of statistics codes (from Rosstat). In this case, you also need to register with Rosstat yourself (many banks require this document when opening a current account).

Now you have an idea about the order of actions, therefore - about everything and in order.

The article was written using the legislation as of 05/15/2011. Updated on 12/10/2011, 02/12/2012, 07/22/2012.

ATTENTION!

Useful links on the topic "Creation and registration of an organization (legal entity)"

Exclusion from the Unified State Register of Legal Entities of Inactive Legal Entities

Extract from the Unified State Register of Legal Entities

Registration of changes in the charter, constituent documents, Unified State Register of Legal Entities

Change of director and amendments to the Unified State Register of Legal Entities about his passport data

Reorganization of a legal entity

Ways to liquidate an organization

Addresses, telephones, websites, details of St. Petersburg tax authorities

Addresses, telephones, websites, details of Moscow tax authorities

Addresses of tax inspections (other cities of Russia)

How to pay taxes and submit reports?

General tax regime

Simplified taxation system

Simplified patent-based taxation system

Taxation system in the form of UTII

Tax reporting for the general tax regime

Tax reporting for a simplified taxation system

Tax reporting for the taxation system in the form of UTII

Tags: registration, registration of a legal entity, creation of an organization, registration of an LLC, registration of an individual entrepreneur, how to register a business yourself, how to register an LLC yourself

Arguments in favor of creating a legal entity:

The advantages of a legal entity arise from the peculiarities of its organizational and legal form. Being an independent participant in civil law relations, a legal entity has the following characteristics and, accordingly, advantages:

10. Property isolation. That is, the property of a legal entity belongs only to him - more precisely, to the founders in equal shares. Accordingly, the issue of control over transactions and profits is simplified.

11. Self Responsibility - that is, the ability to entrust the full liability on the leader. More precisely, this is not even an opportunity, but a measure stipulated in the law. This, considers Alexander Moskalev, is a huge plus in favor of a legal entity over separate subdivision any kind. The self-responsibility of a legal entity is also very useful in the case when the inspection bodies reveal any violation in its activities and impose a preventive measure in the form of a suspension of activities or a fine. In this case, the activities of only one store will be suspended and the fine will be paid from its funds, while in the case of a branch, funds may be collected from the general fund and the suspension of activities will affect each separate division.

12. The ability to conduct an independent procurement policy, taking into account all the features of consumer demand target audience each individual store.

13. Possibility of tax maneuvering . Each newly created legal entity can choose its own tax payment scheme. For example, a simplification - for the first time of work, and then the general director and accountant, as the newly created store develops, will look at which tax scheme is right for him. Whereas branches, as already mentioned above, are initially deprived of such a choice.

Arguments against the creation of a legal entity:

· independent administrative apparatus, necessary for the functioning of a legal entity in the person of the founder and, necessarily, the general director and chief accountant. Most often, all these positions are combined by one person, however, there are known cases in which transactions were disrupted due to suspicions of the unreliability of such firms.

· More complex documenting transfer of inventory items between two legal entities (for example, if one of them is a flagship store, and the others are branches additionally opened in other cities). Additional new agreements will have to be concluded, which will have corresponding tax consequences.

· The inability to make purchases in large quantities, taking advantage of all the benefits of this due to the need to draw up different waybills and invoices for each individual store, brought into the status of a legal entity.

· Difficulties in the field of advertising policy. If all points of sale are advertised in the same style, the question of the reasonableness of attributing costs will arise - in the event that the advertising policy is launched by the “parent company”, and the materials mention the addresses of other stores that have nothing legally related to it. The relevant authorities may have an interesting suggestion that promotional activities the organization performs in favor of certain third parties. Of course, all this can be overcome with the help of the development of appropriate internal agreements, but, however, it is fraught with another portion of paperwork.

· More complicated procedure of establishment. In order to establish a legal entity, it is necessary to have the founder itself, a legal address, a new Charter, authorized capital, the appointment of governing bodies (general director, chief accountant, etc.), draw up a large number of documents, submit them to the tax authority, wait 5 days for registration, open a current account, create signature sample cards, notify the relevant authorities about the opening of a current account, and then, throughout the entire activity of the legal entity, submit different reports for each individual store. A lot of formalities and difficulties associated with the creation of a new legal entity often push the founders to a simpler procedure for creating branches.

CONCLUSIONS

Alexander Moskalev says:“To summarize all of the above, the creation of a new legal entity is more reliable in terms of company security. If one company is attacked, then all others stand firm. However, there is another pitfall here: if the founder and CEO in all newly created legal entities there will be the same person, this will not look very good from a business point of view. Especially if his companies will carry out transactions among themselves. Such transactions may be recognized as transactions concluded between related companies, and according to the Tax Code, such transactions are subject to special control by the tax authorities.

Rights, obligations and features of the founder of an LLC

In particular, the correctness of setting prices is controlled, and from this year it is necessary to notify the tax authorities about transactions between related companies. And the tax authorities have the right to carry out a special check of the actions of taxpayers. Since the inspectors see in the activities of such firms signs of one-day companies.

BUILDING NETWORKS

Who are the founders of an LLC?

The founders of an LLC are persons and companies that organized the company, as well as took part in the formation of its capital. They are not responsible for the obligations imposed on the enterprise itself. Although there are some cases of liability provided for by law, set out in the Civil Code and other regulations. Into a single State Register legal entities, information about them must be entered.

AT Russian law this concept means the same as the creator of the organization. It is not synonymous with the word participant or member, because the term is valid only at the time of the formation of the enterprise. For the same reason, the composition of the founders is unchanged, with the exception of the case when one of them leaves the LLC. Previously, there was no definite distinction between the terms "founder" and "participant". Inaccuracies in the application of concepts are still allowed.

A change in the composition of the founders is possible when they leave the company. According to Art. 40 of the Civil Code of the Russian Federation, one or more individuals or legal entities can organize a company. If the participant is the only one (he is also the founder of the company), replacement is possible when he leaves the enterprise and a new member joins with similar rights and obligations.

Foreign citizens, organizations under the legislation of the Russian Federation can also be the founders of companies. Every enterprise has founding documents, reflecting information about the founders, their rights, obligations. This package is compiled during the initial registration.

Founder rights

The founders of the enterprise may be the owners of its property or be authorized by the owners. In the latter case, they have it on the rights:

economic management;
operational management.

With the consent of the owner of the property, these legal entities and individuals can organize other companies. The creator of the enterprise may cease to be its participant (terminate participation). In doing so, the established order is observed. And a new member (or participant) of the organization can appear in it simply by purchasing a share in the authorized capital. However, he will not be a founder.

Recently, there have been changes in legislation indicating that the founder has no advantages over other participants. This status can be:

workers;
employees;
employees of the enterprise, having labor rights separate from the rights of the organizers of the company.

Being a founder, it is possible to be an administration and a worker at the same time.

The rights of the founder, as a participant, predetermine the constituent documents, the Charter of the enterprise, the Agreement.

The decision of a sole participant to establish an enterprise is a one-sided deal. Legal entities can have various organizational and legal forms, which correspond to separate laws that also define rights.

Founders, like other members, can hold positions in their organization while receiving a salary. They have the right to receive dividends - a quarterly or annual distribution of profits among members. This possibility is described in the statute.

The rights of founders can be described by the following list.

Enterprise management.
Obtaining information about activities and financial statements.
Receiving profit, which is proportional to the share in the authorized capital.
The right to withdraw from the LLC and at the same time receive its share.
The right to dispose of one's share: sale, acquisition of other shares.
In case of liquidation of the enterprise, the founder may demand the property remaining after the settlement of loans.

The rights arise from the moment of formation of the enterprise.

Founder responsibility

Duties, like rights, are predetermined by constituent documents. It also describes the measure and type of responsibility. On the other hand, there are laws corresponding to specific forms of legal entities.

The approximate content of the constituent agreement with a list of conditions is regulated by Article 41, paragraph 4 of the Civil Code of the Russian Federation (Civil Code). Paragraph 3 of the same article indicates the presence of the subject and purpose of the activity, which the founders are required to indicate when establishing the enterprise.

Registration of an LLC, where the founder is another legal entity

According to these concepts, the duties of members and their responsibilities will be determined.

The responsibility of the founder of the enterprise is related to the following duties.

Activities and responsibilities of the company.
Implementation of decisions of the general meeting or sole, if the company has 1 member.
Non-disclosure of information about activities.
Responsibility of its share in the authorized capital for the debts of the enterprise.
The obligation to contribute a share in the authorized capital upon founding the company for subsequent liability for possible debts.

The responsibility of founders and management is the same. Duties and responsibilities arise from the moment the company is founded.

Settlements with founders

The founder of the organization invests in its authorized capital, property. He has the right to profit from the results of his activities. AT memorandum of association the shares of the participants are stipulated, one of which is the founder. As well as the relevant portions of the profit to be distributed.

Withdrawal of funds is made in several ways. The following are legal:

Dividends- funds remaining after paying taxes and fees. This is the net profit divided between the participants in proportion to the share of capital.
By the decision of the company, these finances (or part of them) can be directed to the development of the enterprise. Then no dividends are paid. According to the LLC Law, the payment is made quarterly with a tax deduction of 9% of the amount. But not more often.
Prizes are possible if the founder works at the enterprise. For example, he holds a position. Tax is charged.
Payment for services. Example: the founder is at the same time an individual entrepreneur who has provided services to an LLC under an agreement.

Change of the founder of a legal entity

Changing the founder of a legal entity is not a completely correct concept, since only the founders of an enterprise at the time of its formation can be such. In a situation where one of them leaves the membership, the change of the participant occurs after the alienation of the share of the capital of the enterprise or the entry into the company of a new member. This event must be registered in the Unified State Register of Legal Entities. Constituent documents also change with respect to the composition and amount of capital.

A somewhat different situation is when changing the sole founder, not specified in the charter. Then the constituent documents do not need to be changed. After registering the share of a new participant in the Unified State Register of Legal Entities, he can amend the charter. And also leave the document unchanged, as it suits him. The procedure for changing the composition of a legal entity upon the withdrawal of one of the founders and the entry of a new participant is as follows:

The person leaving writes a statement to the company about his departure. The company gives him a share of the capital or it is sold, ceded to other participants, third parties.
The authorized capital is recalculated and distributed among the remaining participants.
Changes in composition and capital are recorded.
Entering society new member writes an application for membership, indicating what share he claims and what contribution he makes to the capital.
The authorized capital is increased at the expense of the share of the new participant.
All changes are logged.

The founders of an LLC are the persons and companies that organized the company.

Founder exit

In a situation where one of the founders leaves and the others remain, the following actions take place.

The person leaving submits an application to the society that he leaves the composition of the founders.
The company gives him a share at its value for the last financial period. Or calculated on the basis of the Charter.
Those who remain redistribute the capital minus that paid to the departed.
Changes related to the exit of the founder are registered in the MIFNS.

When the founder of the enterprise withdraws from its composition, the rights and obligations are transferred to other members.

Additional information about the responsibility of the founders of LLC in this video:

you can find Additional information on the topic in the section Documents for customs clearance.

The right of legal entities to establish an LLC

Not only citizens, but also legal entities have the right to establish an LLC. The organization may even be the sole founder of the LLC.

At the same time, in Art. 7 of the Law "On Limited Liability Companies" dated February 8, 1992 No. 14-FZ establishes some restrictions.

Firstly, the creation of an LLC is prohibited by state and municipal authorities (except as expressly provided by law).

Secondly, the existence of LLCs, the only participant of which is another company consisting of 1 participant, is not allowed. This means that in order to create an LLC by another company, it is necessary:

or at least 2 participants in the founding company (only then it can establish an LLC alone);
or, if there is only 1 member in the founding company, the presence of at least 1 more founder (another legal or natural person).

This also means that if the founder of the LLC is a legal entity, then tax office in the first case, it will refuse to register the withdrawal of the penultimate participant from the founding company, in the second case, the withdrawal of the penultimate participant from the established LLC, if as a result of this only a company consisting of 1 person remains.

How to create an LLC by an organization

If the founder of an LLC is a legal entity, the procedure for its creation does not have significant features. To start the procedure, a decision is required to establish an LLC and its documentation. If the organization is the sole founder of the newly created LLC, then a decision is drawn up, if there are several founders, a protocol of the meeting of participants is drawn up.

And here the question arises: who, on behalf of the legal entity, has the right to decide on the creation of an LLC, participate in the meeting and sign the minutes? To answer it, you need to refer to the charter of the founding legal entity - it is there that it should be determined which management body of the company decides on participation in other organizations.

Don't know your rights?

If this is a director, he participates in the meeting and signs the minutes. If it is a collegiate body ( general meeting, board of directors, etc.), a meeting must first be held at which its members must decide on the participation of the legal entity in the new LLC. At the same time, a person authorized to sign the protocol on the creation of an LLC is determined.

Features of registering an LLC with a founder-organization

If the founders of an LLC are legal entities, its registration takes place in the usual manner. At the same time, information about such a founder in the application for registration must be indicated at a minimum: all you need is PSRN, TIN and the full name of the legal entity. The application is filled in according to the form No. P11001, approved. by order of the Federal Tax Service of the Russian Federation dated January 25, 2012 No. ММВ-7-6/ [email protected]

The application for registration can be signed (i.e., become an applicant) by one of the founders (for example, an individual) or the head of the organization that decided to establish an LLC. This is directly stated in paragraph 1.3 of part 1 of Art. 9 of the law on state registration of legal entities and individual entrepreneurs dated 08.08.2001 No. 129-FZ. The applicant's signature must be notarized, unless he personally submits the documents to the tax office or sends them to in electronic format using enhanced EDS.

In addition to the application, you will also need a decision / protocol on the creation of an LLC, a receipt for payment of the state duty (in 2017 - 4000 rubles) and a notarized power of attorney if it is not the applicant who submits the documents.

IMPORTANT! Organizations in which the share of participation of other companies exceeds 25% cannot work under the simplified taxation system (clause 14, part 3, article 246.12 of the Tax Code of the Russian Federation).

As you can see, the process of creating an LLC by legal entities is actually not that complicated. The law imposes special requirements only on the number of participants in the founding organization and the company being created.

Founder - Legal or Individual who created the organization (company). The Founder is the owner of the created Legal Entity. The composition of the Founders does not change, because. The Founder exists only at the time of the establishment of the Legal Entity and then has the status of Member(in case of LLC)/ Shareholder(in the case of PJSC, NAO, CJSC, OJSC) / Member(NP), etc.

Information about the founders (participants) of the company is stored in the Unified State Register of Legal Entities (EGRLE). All changes of the Participants must be registered in the Unified State Register of Legal Entities of the Federal Tax Service of the Russian Federation (exceptions - joint-stock companies). If the company is joint stock company(PJSC, NAO, OJSC, CJSC) the extract usually contains an entry about the registrar who maintains the current register of shareholders.

If the Founder is an Individual, the register shall indicate the full name, his TIN (if any), the nominal value of the share, the size of the share in percent, the date and number of the entry in the Unified State Register of Legal Entities. If the founder is a legal entity: the name of the enterprise, its TIN / OGRN, the nominal value of the share, the percentage of the share, the date and number of the entry in the Unified State Register of Legal Entities are indicated in the register.

On the HONEST BUSINESS portal, you can find out for free the composition of the Founders (Participants) of Legal Entities, get the full data of the Unified State Register of Legal Entities, identify the affiliation (build connections) of the Founders.

The data on the portal is updated daily and synchronized with the nalog.ru service of the Federal Tax Service of the Russian Federation*.

You can search for Founders (Participants) by TIN / OGRN / OKPO / Company name for free.

Use the search bar to search:

The founders may be able-bodied individuals and legal entities, including foreign ones. The founders determine the type of activity of the organization, the type of ownership (LLC, OJSC, CJSC, etc.), select the Head of the organization, draw up the necessary documents for registering the company with the Federal Tax Service.

Basic rights of the Founder (Participant) of a Legal Entity:
1. participation in the distribution of profits;
2. obtaining reliable information about the company's activities;
3. obtaining access to documentation, including accounting and tax reporting;
4. acceptance management decisions;
5. sale of the owned share to co-founders (according to the rules of the Articles of Association);
6. withdrawal from the founders through the alienation of its share to the Company;
7. receiving a part of the property of the organization (in case of its liquidation).

Founder Responsibilities:
1. timely and in full pay the share in the authorized capital;
2. keep confidentiality about the activities of the company (keep commercial secrets).

We wish you fruitful, comfortable work on the portal, using the search for Founders (Participants) of Legal Entities!
Your HONEST BUSINESS.RF.

* The data of the Unified State Register of Legal Entities / EGRIP are open and are provided on the basis of clause 1 of article 6 federal law dated 08.08.2001 No. 129-FZ “On State Registration of Legal Entities and Individual Entrepreneurs”: Information and documents contained in state registers are open and publicly available, with the exception of information to which access is limited, namely information about documents proving the identity of an individual .