Structure and management of LLC

A limited liability company is a legal entity organized by one or more founders. Its authorized capital consists of the shares of the founders, which is fixed in the documentation. Legislation regulates the creation and management of society.

для большинства юридических лиц представленного типа ограничен зачастую двумя должностями. The main management body of the LLC for most legal entities of the type represented is often limited to two posts. This is the general director and chief accountant of the company. But the complete structure looks much more extensive. The governing bodies are appointed or elected at the institution. Their structure is indicated by legislation. It will be discussed further.

Governance structure

When creating a legal entity 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.

следующие структурные субъекты: The management bodies of the LLC are the following structural entities:

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

Each of these structural units should be studied in more detail. Each of them plays its role in the performance of the company's effective operations.

General meeting of founders

собрание учредителей. The highest management body of LLC is the meeting of founders. Each participant who contributed his share in the authorized capital of the enterprise has the right to make decisions about the directions of his company's activities. If there are several founders, they meet with a certain periodicity to resolve the main issues regarding the functioning of their organization.

Such fees may be ordinary 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 establishing the enterprise.

The main document governing the management activities of the founders' meeting is the charter. It defines the competence of this body, as well as other structural divisions.

Competence of the meeting of founders

имеет целый ряд прав, которые относятся к их исключительной компетенции. The supreme management body of LLC has a number of rights that relate to their exclusive competence. First of all, this includes questions about the main direction of the company's functioning, decision-making on association or participation with other organizations.

The meeting of founders of society can also change the provisions of the charter, including the structure of the company's balance sheet. They amend the contract for the creation of the organization. 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, approves the information provided in the annual accounts. Based on these data, the results of the reporting period are decided on the distribution of net profit.

The supreme managing body regulates the internal issues of the activities of their company. He can place bonds, other securities.

If necessary, the Founders' Council has the right to reorganize or liquidate its company, appoint members of the liquidation commission, and approve financial matters in these conditions.

Board of Directors

включает в себя такую единицу, как совет директоров. The structure of the management bodies of the LLC includes such a unit as the board of directors. The founders form the charter when it is created. Also, this document specifies the procedure for appointing performers to the post.

The founders stipulate the terms of reference and the procedure for the activities of the supervisory board. The main ones are decisions on the future direction of the company's work, adoption and approval of internal documents, conclusion of transactions in which the company entrusted to them by legislation is interested.

Also, the supervisory board organizes a regular or extraordinary meeting, decides on its conduct and convocation of participants. The Board of Directors prepares the documentation, which is provided to the founders. At the meeting, this body can participate in the discussion of major issues with deliberative voting rights.

Powers of the Board of Directors

, как совет директоров, обладает целым рядом полномочий. Such a management body LLC , as a board of directors, has a number of powers. In addition to the rights listed above, he can form executive bodies, as well as terminate their activities ahead of schedule. Also, the supervisory board determines their powers. He appoints the amount of remuneration to the sole executive, collegial managers.

The Board of Directors can make decisions on associations 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 main positions of the candidates selected by them. He approves the amount of their remuneration for the rendered audit services.

Executive agency

представлен директорами и правлением. The collegial management body in LLC is represented by the directors and the management board. But the current activity of the company can also be managed by a sole performer. This body is accountable to the meeting of the founders and to the supervisory board. The sole executive may be a president, general manager or other manager. He is elected at the general meeting. The duration of his powers stipulates the charter.

Between the company and the person carrying out sole executive activity, the contract is concluded. For the collegial body, the constituent council also establishes their powers, the quantitative composition. For this, internal documents are also issued.

A collegial body can only consist of individuals. They do not need to be members of society. The sole executive is the chairman of the collegiate body of management. Sometimes these functions are transferred to the manager.

Powers of the executive body

регламентируется уставом и внутренней документацией. Responsibility of the management bodies of LLCs is regulated by the charter and internal documentation. The executive body is given a number of powers. Since the collegial managers are headed by the chairman, he has a number of special powers.

A single performer may represent the interests of the company without a power of attorney, act on his behalf and make transactions. In addition, he gives powers of attorney to representational activities.

The executive body in the person of the chairman, the director can issue orders related to the appointment of various employees. He also solves questions about their transfer, dismissal. A single performer may take measures to impose disciplinary sanctions or rewards.

Auditor and Auditor

, который называется ревизором или аудитором, избирается на собрании учредителей. The controlling body of the LLC , which is called the auditor or the auditor, is elected at the meeting of the founders. The number of its members is determined by the charter. This body can at any time conduct financial and business checks, has access to the relevant documentation.

The auditor necessarily checks the annual reports, balance sheets before approval at the general meeting. The meeting of founders can not accept such documents without an audit.

, можно понять область их компетенции. Having considered each management body LLC , you can understand the scope of their competence. The structure in each company can be simplified, but in its entirety it includes all the services listed above.