A limited liability company is a legal entity organized by one or more founders. Its authorized capital consists of shares of the founders, which is recorded in the documentation. Legislation regulates the procedure for creating and managing a company.

Basic LLC management body for most legal entities of the presented type, it is often limited to two positions. This is the general director and chief accountant of the company. But the full structure looks much more extensive. Management bodies are appointed or elected upon establishment. Their structure is specified by law. It will be discussed further below.

Structure of governing bodies

When in the form of a limited liability company, there are certain requirements established by law. In addition to contributing their shares to the authorized capital, the founders are required to appoint or select the main bodies that will manage their enterprise.

Their structure is quite extensive, although in many societies it can be simplified.

The governing bodies of the LLC are the following structural entities:

1. First of all, the participants (or one founder, if only his funds were used to form the authorized capital) exercise control over their organization.
2. In addition to the founders, experienced specialists are hired for management positions. If there are several of them, they form a board of directors (supervisory board). In some businesses, these positions may be eliminated. They are not mandatory.
3. Another management body is the collegial board.
4. To exercise control over other managers, the founders of the company can resort to the services of an auditor or auditor.

You should learn more about each of these structural divisions. Each of them plays a role in the effective operation of the company.

General meeting of founders

Founders' meeting. Each participant who has contributed his share to the authorized capital of the enterprise has the right to make decisions on the directions of his company’s activities. If there are several founders, they meet at regular intervals to resolve major issues regarding the functioning of their organization.

Such fees may be regular or extraordinary. Each founder has the right to vote, the weight of which is determined by the size of the share contributed by him in the process of founding the enterprise.

The main document regulating meetings of founders is the charter. It defines the competence of this body, as well as other structural units.

Competence of the meeting of founders

Supreme governing body of LLC has a number of rights that fall within their exclusive competence. First of all, this includes questions about the main direction of the company’s functioning, decisions about association or participation with other organizations.

The meeting of the company’s founders can also change the provisions of the charter, including the structure of the company’s balance sheet. They amend the organization's creation agreement. This body appoints executors who will exercise control over the rest of the company’s personnel.

The board of founders elects and terminates the work of the auditor and auditor, and approves the information provided in the annual reports. Based on these data, based on the results of the reporting period, a decision is made on the distribution of net profit.

The supreme governing body regulates the internal affairs of their company. It can place bonds and other securities.

If necessary, the board of founders has the right to reorganize or liquidate its company, appoint members of the liquidation commission, and approve financial matters under these conditions.

Structure of LLC management bodies includes such a unit as the board of directors. When creating the charter, the founders form it. This document also stipulates the procedure for appointing performers to the presented position.

The founders stipulate the terms of reference and procedures of the supervisory board. The main ones are making decisions on the future direction of the company’s work, adopting and approving internal documents, concluding transactions in which the company entrusted to them is interested in by law.

Also, the supervisory board organizes a regular or extraordinary meeting, decides on its conduct and convocation of participants. The board of directors prepares documentation that is provided to the founders. At the meeting, this body can participate in the discussion of main issues with an advisory right to vote.

Such LLC management body, as a board of directors, has a range of powers. In addition to the rights listed above, he can form executive bodies, as well as terminate their activities ahead of schedule. The supervisory board also determines their powers. He sets the amount of remuneration for the sole executive and collegial managers.

The board of directors may decide to merge with other commercial organizations. He also has the right to create branches and representative offices.

In addition, the supervisory board appoints an audit, approving the candidates they have selected for the main positions. He approves the amount of their remuneration for the audit services provided.

Executive agency

Collegial management body in LLC represented by the directors and the board. But the current activities of the company can also be managed by a sole executive. This body is accountable to the meeting of founders and the supervisory board. The sole executive may be the president, general director or other manager. He is elected at a general meeting. The duration of his powers is specified by the charter.

An agreement is concluded between the company and the person carrying out sole executive activities. For a collegial body, the founding council also establishes its powers and quantitative composition. Internal documents are also issued for this purpose.

A collegial body may consist only of individuals. They do not have to be the Chairman of the collegial governing body is the sole executive. Sometimes these functions are transferred to the manager.

Powers of the executive body

Responsibility of LLC management bodies regulated by the charter and internal documentation. is charged with a number of powers. Since the collegial managers are headed by a chairman, he has a number of special powers.

A sole executor can represent the interests of the company without a power of attorney, act on its behalf and make transactions. In addition, he gives powers of attorney for representational activities.

In the person of the chairman, the director can issue orders related to the appointment of various employees to positions. He also resolves issues regarding their transfer and dismissal. The sole executor may take measures to impose disciplinary sanctions or rewards.

Inspector and Auditor

Controlling LLC management body, who is called an auditor or auditor, is elected at a meeting of the founders. The number of its members is determined by the charter. This body can conduct financial and business audits at any time and has access to relevant documentation.

The auditor must check annual reports and balance sheets before approval at the general meeting. The meeting of founders cannot accept such documents without an audit.

Having considered each LLC management body, you can understand their area of ​​competence. The structure in each company can be simplified, but in its entirety it includes all the services listed above.

The management structure of an LLC is built depending on several factors - the number of participants, the amount of their contribution to the authorized capital, the scope of activity, and the volume of staff. We will tell you more about the forms of LLC enterprise management in this article.

When opening an LLC, the organization's charter must be adopted. Without this document, registration of a legal entity is impossible. It is in the charter that the management structure of the LLC is prescribed. If the number of participants changes or certain aspects need to be corrected, changes may be made to the charter, including those related to management.

In order to correctly formulate the charter of an LLC and spell out all the features of the management structure without errors, we advise you to seek help from professionals. Employees of the Glavbukh Assistant service will help resolve documentary issues and take care of communication with the tax office.

Structure of LLC management bodies

When creating a limited liability company, participants invest shares in the common founding capital. The number of founders is not limited by law. All aspects of the creation and management of an LLC are regulated by Art. 32 of Federal Law No. 14-FZ of February 8, 1998 (as amended on April 23, 2018) and Art. 65.3 of Federal Law No. 51-FZ of November 30, 1994 (as amended on August 3, 2018).

According to these regulations, the founders must not only contribute their shares to the common capital, but also develop a charter and in it appoint or select the management bodies of the LLC. The structure of an economic community involves several management options - there are complex and simplified schemes.

The management bodies of an LLC can be either collegial structures or a sole manager:

1. The general meeting of participants (founders) is the highest management body of the LLC, meeting regularly to resolve the main strategic, financial and economic issues.
2. The supervisory board (board of directors) is a parallel control body authorized to manage the company continuously and manage current economic activities.
3. The executive bodies of an LLC are one or more company managers who are involved in operational management and solving everyday, current and planned tasks.
4. The audit or revision commission is the management body of an LLC, elected by the general meeting of participants, and performs the functions of monitoring and verifying the financial and economic activities of the company.

Functions and competencies of LLC management bodies

The charter of the LLC must clearly state the management scheme of the LLC, indicating the competence and tasks of each of the structures. For example, the control system can be configured as follows:

1. The most important decisions on company management are made by the general meeting of founders. If the number of LLC participants is large, the charter may establish the necessary quorum to recognize decisions as authoritative.
2. It is often impossible and impractical to convene a general meeting to manage the company, so day-to-day management is handled by the supervisory board. The functions and composition of the supervisory board as the operational management body of the LLC are prescribed in the charter.
3. The mechanism for creating a supervisory board should also be specified in the charter. The board of directors may consist of elected and appointed managers, exclusively of LLC participants, and also partly of hired specialists attracted from outside.
4. The executive bodies, depending on the size of the company, can be represented by one or more managers who share among themselves the main levers of management of economic and financial activities. This category includes the sole executive body (director, president), deputies, commercial director, chief accountant, etc.
5. To regularly check the effectiveness and legality of the company’s activities, an audit body can be formed or appointed - an audit commission or a sole auditor.

The structure of the LLC’s management bodies, the validity period, composition, duties and rights of each of them are established by the organization’s charter. A sample charter can be downloaded

Detailed information about the powers and functions of each of the LLC management bodies is presented in the table

Management bodies of an LLC with one founder

The main documents of an LLC are the constituent agreement, signed by all participants, and the charter. If the founder is one person, then the charter is the main constituent document. The management structure of an LLC with one founder is slightly different from organizations with several participants.

If the company is created by one participant, he himself has the powers of the general meeting, that is, he has the right to appoint executive, supervisory and audit management bodies of the LLC, if necessary. The sole founder can himself perform the functions of the sole executive body, act as the owner and director of the company at the same time.

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In this order, state legal entities and private unitary enterprises arise. Permitting procedure (occurs when the consent of the competent authority of the state or public association is necessary for the emergence of a legal entity). In particular, enterprises with foreign investments are created through the permitting procedure, requiring licensing to carry out the type of activity. Appearance-normative procedure (permission to create a legal entity is not required, the state body checks whether the constituent documents comply with the law and whether the procedure for forming a legal entity is followed). Business partnerships and societies, production cooperatives, public

A body of a legal entity is a person (group of persons) that develops, formulates and expresses its will.

According to the method of acquiring powers, the bodies of a legal entity can be divided into: elective (elected by participants); appointed (appointed by the owner of the property of the legal entity).

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A legal entity acquires civil rights and assumes civil responsibilities through its bodies acting in accordance with the law, other legal acts and constituent documents (Clause 1 of Article 53 of the Civil Code of the Russian Federation).

Bodies of a legal entity– individuals associated with a legal entity through corporate relations, who, on the basis of the law, constituent documents and relevant agreements, develop and implement its will, make transactions and other legally significant actions.

Controls can be classified on various grounds.

1) Depending on the obligatory nature of the creation of a particular legal entity in the structure of a particular public organization, mandatory and optional bodies are distinguished.

2) Depending on the structure or composition, individual and collegial bodies are distinguished.

3) Based on the frequency of activity, bodies are divided into those functioning regularly or with a certain frequency.

4) By method of formation - appointed (the head of the state unitary enterprise), elected (the head of the joint-stock company can be elected at the general meeting, by the board of directors), bodies formed in another way (the general meeting of the joint-stock company is determined in accordance with the register data).

5) Depending on the possibility of the body participating in civil circulation on behalf of a legal entity, bodies are divided into representative and non-representative bodies.

The structure and competence are determined in accordance with the law.

A person who, by virtue of the law or the constituent documents of a legal entity, acts on its behalf must act in the interests of the legal entity he represents in good faith and reasonably. It is obliged, at the request of the founders (participants) of a legal entity, unless otherwise provided by law or agreement, to compensate for losses caused by it to the legal entity.

Responsibility of legal entities: The legal entity is responsible to third parties for unlawful actions committed on its behalf by entities performing the functions of the body. The body must act within its competence. When he goes beyond its scope, he acts in his own interests, and the legal entity is not responsible for this. Legislation Art. 53 of the Civil Code contains a rule according to which the sole executive body, the managing members of the board of directors, when exercising their rights and performing their duties, must act in the interests of society and perform them in good faith and wisely. They are responsible for losses caused by their actions and inactions. The company participant (shareholder) itself has the right to file a claim.

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The procedure for forming a legal entity: general characteristics.

A legal entity is an organization that has separate property and is responsible for its obligations, and acts on its own behalf in civil proceedings, as well as in court. The following methods of emergence of legal entities are distinguished: Administrative order - a legal entity arises by order of the owner of the property or an authority authorized by him.

In this order, state legal entities and private unitary enterprises arise.

Permitting procedure (occurs when the consent of the competent authority of the state or public association is necessary for the emergence of a legal entity). In particular, enterprises with foreign investments are created through the permitting procedure, requiring licensing to carry out the type of activity. Appearance-normative procedure (permission to create a legal entity is not required, the state body checks whether the constituent documents comply with the law and whether the procedure for forming a legal entity is followed). Business partnerships and societies, production cooperatives, public

and religious organizations, etc. A legal entity is considered created from the moment of its state registration.

Constituent documents of legal entities and their general characteristics.

The constituent documents of legal entities are: – constituent agreement – ​​a document of title concluded by the founders of a legal entity; – Charter – a document of title adopted at a general meeting and approved by the founders of a legal entity. These documents contain the name of the legal entity, its location, purpose of activity, procedure management, availability of property, rights and obligations of founders, distribution of profits, procedure for reorganization and liquidation.

Management bodies of legal entities.

A body of a legal entity is a person (group of persons) that develops, formulates and expresses its will. According to the method of acquiring powers, the bodies of a legal entity can be divided into: elective (elected by participants); appointed (appointed by the owner of the property of the legal entity).

According to the method of exercising powers, the bodies of a legal entity can be divided into:

sole (director, chairman of the board, manager, etc.); collegial (board, council, general meeting of participants, etc.). The body of a legal entity acts on behalf of the legal entity and without a power of attorney.

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Return to Organization Management

The highest governing body of the Organization is the General Meeting of its members, which is convened at least once a year. An extraordinary General Meeting may be convened at the request of at least 1/3 of the members of the organization, the Audit Commission or the Presidium. Members of the Organization are notified personally of the convening of the General Meeting no later than 15 days before the date of the General Meeting.

General meeting:

Elects the President and Vice-President of the Organization, members of the Presidium, the Audit Commission (Auditor), in the number determined by the General Meeting, for a period of two years;
hears and approves reports of the Presidium and the Audit Commission (Auditor);
approves the Charter of the Organization, as well as amendments and additions to it;
makes decisions on the reorganization and liquidation of the Organization;
determines the size of membership and entrance fees;
determines and approves the main directions of the Organization’s activities;
resolves other important issues proposed for consideration.

The General Meeting is valid if more than half of the Organization's members are present. Decisions are made by a simple majority of votes from the present members of the Organization. The form of voting (open or secret) is determined by the General Meeting.

If there is no quorum, the General Meeting may be postponed for up to 15 days. A repeated meeting is valid if more than 1/2 of the members of the Organization are present at it.

Decisions on the approval of the Charter, amendments and additions to it, on the reorganization and liquidation of the Organization, the determination and approval of the main directions of the Organization’s activities are made by a qualified majority of votes (75%) of the members present at the General Meeting.

During the period between General Meetings, the permanent governing body of the Organization is the Presidium. The President and Vice-President are members of the Presidium ex officio. The work of the Presidium is led by the President.

Presidium:

Accepts membership in the Organization and expels it from membership in the Organization;
maintains lists of members of the Organization;
exercises control over the implementation of decisions of the General Meeting;
reviews and approves the Organization's cost estimates;
prepares issues for discussion at the General Meeting of the Organization;
makes decisions on the establishment of economic organizations, commercial and other enterprises that ensure the implementation of the goals of the Organization, approves their constituent documents;
makes decisions on participation and forms of participation in the activities of other public associations;
decides on the acquisition of shares (shares) of business companies, as well as on the establishment, jointly with other persons, of enterprises and organizations;
establishes the procedure for paying membership and entrance fees;
annually informs the body making the decision on the registration of public associations about the continuation of its activities, indicating the location of the Presidium and information about the leaders of the Organization;
considers and resolves other issues that are not within the competence of the General Meeting.

Meetings of the Presidium are held as necessary, but at least once a quarter. Meetings are considered valid if more than half of the total number of members of the Presidium participate in them. All members of the Presidium are personally notified of the date of the Presidium meeting and the agenda by one of the Presidium members. Decisions are made by open voting by a simple majority of votes of the members of the Presidium present at the meeting. Meetings of the Presidium are chaired by the President, and in his absence - by the Vice-President or one of the members of the Presidium.

Minutes of Presidium meetings are kept by one of the Presidium members.

The president:

Manages the activities of the Presidium, signs decisions made by the Presidium;
manages the activities of the Organization, including making operational decisions on the daily activities of the Organization;
signs the constituent documents of business entities created by the Organization;
without a power of attorney, represents the Organization in relations with state, public, religious and other organizations in the Russian Federation and abroad;
manages the property of the Organization;
carries out the hiring and dismissal of full-time employees, including the chief accountant;
encourages full-time employees for active work, imposes penalties on them in the manner prescribed by law;
approves the staffing table of the apparatus and establishes the wage fund for full-time employees of the Organization within the amounts approved by the Presidium;
carries out other executive and administrative functions.

The President of the Organization issues orders and instructions.

The President of the Organization has the right to sign bank documents.

The Vice President heads the areas of work in accordance with the distribution of responsibilities approved by the Presidium. In the absence of the President, performs his functions. The President is considered absent if he is unable to perform his duties due to health reasons or due to being on vacation, business trip, etc. The decision to assign the duties of the President to the Vice-President is formalized by a decision of the Presidium.

If it is impossible to issue such an order, the Vice President has the right to independently decide to assume the responsibilities of the President during his absence.

The President, Vice-President and members of the Presidium perform their duties free of charge.

The Audit Commission of the Organization (Auditor) is elected by the General Meeting for a period of two years. Quantitative composition of the control and audit body: collegial, audit commission or individual. The auditor determines the General Meeting.

Audit Commission (Auditor):

Conducts an audit of the financial and economic activities of the Presidium, the President, and full-time employees of the Organization;
organizes an audit of the financial and economic activities of the Organization at least once a year;
if necessary, involves audit organizations in audits.

Members of the Audit Commission (Auditor) may participate in meetings of the Presidium with the right of an advisory vote.

Members of the Audit Commission (Auditor) cannot be members of the Presidium.

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Governing bodies - These include the highest management bodies, the general management of the corporation - the general meeting of participants, the board of directors

Executive bodies- carry out management of the current activities of the corporation, there are 2 bodies: individual and collegial

Control authorities - these include the audit commission or auditor. Control bodies are created to conduct inspections of the financial and economic activities of legal entities. Organs

According to the composition of the bodies: sole (an individual who, on the basis of a law or constituent document, can make decisions on issues within his competence) and collegial (a group of persons who have the right to draw up a joint agreement and follow a certain procedure to make decisions on issues of their competence)

18. Models of corporate management using the example of business companies.

Management is the process of planning, directing, coordinating and controlling the actions of a legal entity. Persons

Each management model is characterized by a specific set of management bodies.

Using the example of LLC

First model:

General meeting of participants

Board of Directors

Collegial executive body

Sole executive body

Second model:

General meeting of participants

Board of Directors

Sole executive body

Third model:

General meeting of participants

Sole executive body

- collegial executive body

Fourth model

General meeting of participants

- sole executive body

Management models in joint stock companies

Similar models can be identified for joint stock companies, with the only difference being that the creation of a board of directors for large ones (no more than 50) is mandatory

Special control models:

The new one is the existence of several individual executive management bodies.

Creation of an economic entity by one person, in which case the sole founder performs the functions of a general meeting. He can appoint himself as the sole executive body. In this case, an employment contract is not concluded and labor relations are based on the decision of the sole founder to appoint himself as the sole executive body.

13. organization of a legal entity: concept, types, forms, main document, procedure, guarantees of creditors’ rights.

14. Liquidation of a legal entity according to the rules of the Civil Code: types, grounds for forced liquidation, liquidation procedure.

Termination of an inactive legal entity.

16. The concept of bodies of a legal entity. Types of organs. Their competence.

17. Classification of bodies of a legal entity.

18. Models of corporate management using the example of business companies.

19. General meeting of shareholders (participants): concept, types, competence, rules of conduct (general characteristics).

20. Appealing decisions of the general meeting of participants. Voidable and void decisions.

21. Board of directors (supervisory board) of a business company.

22. Executive bodies of management of a business company. Types of executive bodies.

23. Responsibility of members of management bodies (Article 53.1 of the Civil Code of the Russian Federation).

24. Concept and functions of the authorized capital of corporations. Guarantee function of the authorized capital.

19. General meeting of shareholders (participants): concept, types, competence, rules of conduct (general characteristics)

The rights of shareholders to manage the company in most cases are exercised through a general meeting of shareholders.

General Meeting of Shareholders - a form of management of a joint stock company by its shareholders, which has the following features:

· the highest management body of the joint-stock company;

· governing body by the board of directors (with a three-level management structure) or executive management bodies (with a two-tier management structure), as well as its audit commission;

· body of indirect management of the joint-stock company. Under no circumstances can the General Meeting perform the functions of direct management of the joint stock company;

· a body through which shareholders approve a long-term strategy for its development. We are talking about shareholders who have shares with voting rights;

· body of ownership control over the joint-stock company.

TO competence of the general meeting

TO competence of the general meeting - a list of issues established by law on which this meeting has the right to make decisions. Shareholders cannot, at their discretion, expand the list of issues submitted for decision at the general meeting beyond those provided for by law.

The competence of the general meeting is divided into exclusive and alternative.

Exceptional competence - a list of issues that, by law, can only be resolved at a general meeting of shareholders and cannot be transferred for decision to the elected or executive bodies of the company.

Alternative competence - a list of issues that, by law, fall within the competence of the general meeting of shareholders, but their resolution in accordance with the charter of the joint-stock company can be assigned to the elected or executive management bodies of the company.

The charter of a joint stock company fixes a specific list of issues attributable to the shareholders (founders) to the competence of the general meeting from the maximum (exclusive plus alternative competence) to the minimum (exclusive competence).

The boundaries of the competence of the general meeting are also determined by the fact that it cannot cancel or correct decisions of other management bodies of the joint-stock company. If an issue is simultaneously within the competence of two governing bodies, then first the lower-level body considers it, and the next governing body considers the issue only if the first one cannot make a decision on it. If one governing body has already made a decision on it, then another has no right to consider it.

Annex 1

To the client’s questionnaire when opening a current account with the Bank

Structure and personal composition of the Client’s management bodies of OJSC JSCB “Probusinessbank”

1. Board of Directors (supervisory board)

Full name of the members of the board of directors

Full name of members of the collegial executive body

3. Information on the composition of the supreme management body (general meeting of participants)*

*This section must be completed only if a current account is opened for a limited liability company.

4. If there are specified management bodies for each of the members, the following form must be filled out**:

**When providing copies of passports of members of management bodies, certified by the signature of an authorized official (with a description of position and surname) and the seal of the organization, the above form is not filled out. If there are passport details of the limited liability company's participants in the Charter, additional information about the company's participants (copies of passports or the above form) is not provided.

Date: "____" ___________ 20__