Step 3: Co-Founder Contribution
Posted: Mon Jan 20, 2025 3:40 am
Step 3: Co-Founder Contribution
The new co-owner must make a contribution to the authorized capital (AC), provide supporting documents. If the contribution is made in cash, then the confirmation is a bank statement. Usually, a deadline is set for the co-founder to contribute capital, in case of violation of which sanctions provided for by the founding agreement may be applied. These include the collection of a penalty, deprivation of the right to vote during general meetings, etc.
In accordance with the Federal Law of February 8, 1998, No. 14-FZ, before the registration of an LLC, the liability of its participants is joint and several, and after registration – subsidiary. The law provides for limiting the company's liabilities to a fifth of the authorized capital.
Article 56 of the Civil Code of the teacher database Russian Federation contains a provision according to which the founders are not liable for the obligations of the legal entity, and the latter is not liable for the obligations of the participants. The founder may be held additionally liable in the event of bankruptcy of the company, but only in the amount of his share in the authorized capital and if there is fault in the loss of solvency by the company. But subsidiary attribution allows for the possibility of financial liability in an amount exceeding his share in the authorized capital. This measure is to protect the interests of creditors.
Rights and obligations of founders and co-founders of LLC
It is advisable to look for a founder whose participation will not be limited to financial injections. Since this person will become a full-fledged partner, it is worth studying his rights and obligations in more detail.
Rights of founders and participants of LLC
Clause 1 of Article 8 of the Federal Law of the Russian Federation of February 8, 1998 No. 14-FZ defines the main powers of the founder and co-founders of an LLC. These rights include:
Participate in the management of the company's affairs, demand the exclusion of another participant from the LLC and provide opinions on the possibility of making major transactions.
Have full information about the company's performance and be familiar with any related documentation.
Receive profits and participate in their distribution.
Sell or otherwise alienate your share in the authorized capital in whole or in part.
Leave the company as a co-founder. In this case, the company member receives his share in the authorized capital of the LLC, if it has the ability to pay it. A monetary amount equal to the share in the authorized capital can be replaced by other property. The corresponding explanations have been repeatedly given by arbitration courts.
When liquidating an LLC, receive your share from the authorized capital if all settlements on the company's obligations have been made. If, for one reason or another, it is not received by the co-founder at the time of excluding the record of the legal entity from the Unified State Register of Legal Entities, the corresponding right is retained.
Clause 2 of Article 14 of Federal Law No. 14-FZ provides for the establishment of additional rights for LLC participants. Please note! Clause 1 of Article 14 of Federal Law No. 14-FZ provides for the right of a co-founder to appeal the decision of the company's highest executive body, but it cannot be transferred by succession to a new participant. This is stated in the Review of the practice of considering cases related to the application of the law "On Limited Liability Companies", compiled by the FAS of the Moscow Region on March 13, 2009, No. 3.
The new co-owner must make a contribution to the authorized capital (AC), provide supporting documents. If the contribution is made in cash, then the confirmation is a bank statement. Usually, a deadline is set for the co-founder to contribute capital, in case of violation of which sanctions provided for by the founding agreement may be applied. These include the collection of a penalty, deprivation of the right to vote during general meetings, etc.
In accordance with the Federal Law of February 8, 1998, No. 14-FZ, before the registration of an LLC, the liability of its participants is joint and several, and after registration – subsidiary. The law provides for limiting the company's liabilities to a fifth of the authorized capital.
Article 56 of the Civil Code of the teacher database Russian Federation contains a provision according to which the founders are not liable for the obligations of the legal entity, and the latter is not liable for the obligations of the participants. The founder may be held additionally liable in the event of bankruptcy of the company, but only in the amount of his share in the authorized capital and if there is fault in the loss of solvency by the company. But subsidiary attribution allows for the possibility of financial liability in an amount exceeding his share in the authorized capital. This measure is to protect the interests of creditors.
Rights and obligations of founders and co-founders of LLC
It is advisable to look for a founder whose participation will not be limited to financial injections. Since this person will become a full-fledged partner, it is worth studying his rights and obligations in more detail.
Rights of founders and participants of LLC
Clause 1 of Article 8 of the Federal Law of the Russian Federation of February 8, 1998 No. 14-FZ defines the main powers of the founder and co-founders of an LLC. These rights include:
Participate in the management of the company's affairs, demand the exclusion of another participant from the LLC and provide opinions on the possibility of making major transactions.
Have full information about the company's performance and be familiar with any related documentation.
Receive profits and participate in their distribution.
Sell or otherwise alienate your share in the authorized capital in whole or in part.
Leave the company as a co-founder. In this case, the company member receives his share in the authorized capital of the LLC, if it has the ability to pay it. A monetary amount equal to the share in the authorized capital can be replaced by other property. The corresponding explanations have been repeatedly given by arbitration courts.
When liquidating an LLC, receive your share from the authorized capital if all settlements on the company's obligations have been made. If, for one reason or another, it is not received by the co-founder at the time of excluding the record of the legal entity from the Unified State Register of Legal Entities, the corresponding right is retained.
Clause 2 of Article 14 of Federal Law No. 14-FZ provides for the establishment of additional rights for LLC participants. Please note! Clause 1 of Article 14 of Federal Law No. 14-FZ provides for the right of a co-founder to appeal the decision of the company's highest executive body, but it cannot be transferred by succession to a new participant. This is stated in the Review of the practice of considering cases related to the application of the law "On Limited Liability Companies", compiled by the FAS of the Moscow Region on March 13, 2009, No. 3.