Conditions for registering an LLC with a legal entity as a founder. Who is a founder? Among the founders is a legal entity

“There is no man alone in the field” - this folk wisdom is fully applicable to the business environment. Where the strength of one person is not enough, several people can easily achieve their goals.

Therefore, most legal entities represent associations of individuals, or simply citizens, of varying scale and internal architecture.

From the position of legislation, such a citizen-participant of a legal entity is the Founder (fondateur, promoter, grunder).

Definition of the concept “Founders” of a legal entity

Status of Founders of various forms of legal organization. persons has its own specifics. We will consider the most characteristic points using the example of a Limited Liability Company (abbreviated as LLC).

For Russia, this organizational and legal form of commercial organizations is familiar - it is common because of its convenience and simplicity. This is an association of several entities with the aim of sharing their resources and capabilities, making joint efforts towards obtaining commercial benefits.

The founder can be either an individual or a legal entity, including non-residents (there are restrictions on the shares of participation and types of activities of the LLC, for example, the media).

The legislation of the Russian Federation does not give a clear definition of “founder”, but it describes his rights and obligations. The concept is applicable only during the establishment of an LLC, then the identical term “participant” is more often used.

The fact that a person is recognized as the Founder of an LLC has considerable practical significance.
According to the legislation of a number of countries, he bears not only property, but even criminal liability for the results of the company’s activities.

Basic and additional rights

Federal Law No. 14 “On State legal registration persons and individual entrepreneurs" includes the following as inalienable (fundamental) rights of a Participant (Founder) of a legal entity:

distribution of profits received in the course of the company’s activities;
obtaining comprehensive and reliable information about all areas of the company’s activities;
access to its documentation, including accounting and tax reports;
making management decisions regarding the operation of the enterprise;
sale of the owned share to co-founders or a third party (the Charter may prohibit this);
resign from the founders through the alienation of his share to the Company;
receive the due portion of the legal property. person (in case of its liquidation).

The founder’s rights can be expanded by fixing them in the Charter or in the Memorandum of Association of the Company.

Empowerment may be carried out by a unanimous decision of the General Meeting of Founders.
Restriction of additional rights- no less than two-thirds of the votes and only if the Participant with limited rights also votes “for”.

It is worth especially carefully studying the powers of the governing bodies (especially the owners of a small share of the authorized capital). For example, the right to enter into transactions for large sums with the consent of the Founders, who in total own more than 60% of the MF, may expose the owner of 20% of the MF to the fact that the company (represented by the director, with the consent of the remaining Founders) receives an extortionate bank loan, threatening the business with bankruptcy.

What responsibilities does the Founder have?

Where there are rights, there are also responsibilities, and for the Founder they are as follows:

timely contribute a certain share to the Authorized Fund;
not to disseminate information about the Company’s business activities (both commercial and general), maintaining confidentiality.

This list can be expanded by the Decision of the General Meeting of Founders - but only with the written consent of the Participant to whom these responsibilities are proposed to be assigned.

In the legislation of the Russian Federation there is no clear definition of the concept of “founder”.

What is his responsibility?

Participants are not fully liable for all obligations of the Limited Liability Company. They bear the risk of losses associated with the activities of the company in the amount of shares owned by each of them.

In practice, this means that even in the event of the most crushing financial failure, the Founder of the Company risks only his initially invested property.

It is still possible to involve the Participant in paying off the company’s debts - through the mechanisms of subsidiary liability.

Organizational and legal forms are created and managed by individuals and legal entities. At first glance, the differences between participants and founders are of a purely formal nature and relate to procedural issues. However, a detailed consideration of the issue allows us to establish a significant difference between the categories, which affects various aspects of the activities of a business entity.

Participant– an individual or legal entity that has a share in the authorized capital of a limited liability company. Having the right to participate in the activities of the organization and the distribution of profits, citizens and organizations can also alienate their share in favor of third parties.

Founder– a citizen or organization participating in the creation of a legal entity. Information about these persons is entered into the Unified State Register of Legal Entities and does not change throughout the entire period of the company’s existence.

The founders can create various organizational and legal forms, including LLC, OJSC, ALC.

Comparison

Thus, the main differences lie in the very essence of these definitions. A founder is a person who creates an organization from scratch. After that, he retains his status forever, automatically turning into a shareholder, member, participant or shareholder (depending on the legal form). A participant can only be in a limited liability company, and he acquires his right by virtue of acquiring a share in the authorized capital.

The founders can create other organizational and legal forms, including OJSC, CJSC, and ALC. Moreover, information about them must be in the Unified State Register of Legal Entities in its original form. Information about participants may change as shares are alienated, that is, they are sold, donated, etc.

Conclusions TheDifference.ru

Emergence. The founders only create the organization, after which they become participants, members or shareholders.
Acquiring status. The founders are such by virtue of the existence of a constituent agreement or statement, the participants – by virtue of owning shares of the LLC.
Applicability. The founders create a legal entity of any organizational and legal form, but participants can only be in an LLC.
Changeability. Information about the founders remains in the Unified State Register of Legal Entities forever; information about participants may change as the company operates.

Examples of the use of the word founder in literature.

Patron of Kulundinsky, Vasyugansky, Barabinsky, Head of Beloyarsky and Norilsk, Protector of Achinsky and Nerchinsky, Count of Evenki, Lord of Verkhneudinsky and Aginsky, Prince of Chita, Khabarovsk, Vladivostok and Primorsky, Supreme Shaman of the Autochthonous-Sikhote-Alinsky, Founder Sakhalinsky, Baron Autonomous-Jewish.

Thanks to the charm of their kinship with companies that were already trusted, their shares began to trade at a high premium and brought huge profits founders.

It was then that Sergei Shakhrai proposed a legal mechanism for overcoming the political impasse - a situation in which the Union seems to exist legally, although it does not manage anything and can no longer manage: the formula of the Belovezhskaya Agreement, the dissolution of the USSR by the three states that in 1922 were its founders.

One month was filled with meetings with founders and the main shareholders of the syndicate, with financiers, engineers, agents, hygienists, architects.

Out of twenty founders The majority of the union consisted of good acquaintances and friends of Vernadsky: Petrunkovich, the Shakhovsky brothers, Grevs, Oldenburg.

Shelikhov took his hand off the table, stood up and abruptly, like a challenge, said: “I demand: the sufficient fishery be divided equally among us into four. founders, although your nephew, Ivan Larionovich, was not able to take back the captain’s salary.

Vilnius Ciurlionis became one of founders Lithuanian art society and the music section under it, directed the Kankles choir, organized Lithuanian art exhibitions, music competitions, was involved in music publishing, streamlining Lithuanian musical terminology, participated in the work of the folklore commission, and led concert activities as a choral conductor and pianist.

Founders Societies: Dutch citizen Albert Gerardovich Kaptein and temporary St. Petersburg 1st guild merchant Stanislav Antonovich Olshevsky.

Founders This organization became the three largest trading companies: Pfaff, Amo and Kenmeister.

The wealth brought by the cartographic company and other establishments under my hand became so significant that we, founders, could afford from time to time sponsorship and charitable actions in relation to officers dismissed from the army, and the number of our allies grew steadily.

Bishop of all Trit, self-elected, fanatic of a single religion, founder Detachment of Guardians of the Faith.

A commercial organization does not have the right to transfer property for free use to a person who is its founder, participant, manager, member of its management or control bodies.

To legal entities whose property founders have the right of ownership or other property right, include state and municipal unitary enterprises, including subsidiaries, as well as owner-financed institutions.

That's why wise founder of a republic, striving with all his soul not for his own, but for the common good, caring not about his heirs, but about his common homeland, must try in every possible way to seize autocracy.

So, I think, my dear Hermogenes, that the first founders names were not simpletons, but were thoughtful observers of celestial phenomena and, I would say, subtle experts on words.

The founders of a legal entity are its founders and organizers.

As a rule, they participated in the formation of the enterprise’s property and accepted the obligations set out in the constituent documents. A legal entity can be organized by other legal entities, individuals, as well as foreign persons and enterprises. If there is only one founder, he creates the company by written decision. And if there are two or more of them, a constituent agreement must be drawn up with a decision to create a company and an indication of the status of each participant. Changing the founders of a legal entity: what is meant by this procedure? The article gives the concept of a founder, describes the rights and responsibilities of this member of the enterprise.

Who are the founders of an LLC?

The founders of an LLC are individuals and companies that organized the company and also 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. Information about them must be entered into the Unified State Register of Legal Entities.

In Russian law, this concept means the same as the creator of an organization. It is not synonymous with the word participant or member, because the term is valid only at the time of formation of the enterprise. For the same reason, the composition of the founders remains unchanged, except in the event of one of them leaving the LLC. Previously, there was no clear 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, a company can be organized by one or more individuals or legal entities. If there is only one participant (he is also the founder of the company), replacement is possible if he leaves the enterprise and a new member joins with similar rights and responsibilities.

Foreign citizens and organizations, according to the legislation of the Russian Federation, can also be founders of companies. Each enterprise has constituent documents reflecting information about the founders, their rights and obligations. This package is compiled during initial registration.

Founder's rights

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

economic management;
operational management.

With the consent of the property owner, these legal entities and individuals can organize other companies. The creator of an enterprise may cease to be a participant (cease participation). In this case, the established procedure 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 may have:

workers;
employees;
employees of the enterprise, having labor rights that are separate from the rights of the company’s organizers.

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 are determined by the constituent documents, the Charter of the enterprise, and the Agreement.

The decision of a single participant to found an enterprise is a one-sided transaction. Legal entities can have different organizational and legal forms, which correspond to separate laws that also define rights.

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

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

Enterprise management.
Obtaining information about activities and financial statements.
Receiving a profit that is proportional to the share in the authorized capital.
The right to leave the LLC and receive your share.
The right to dispose of your share: sale, acquisition of other shares.
When liquidating an enterprise, the founder can claim the property remaining after paying off the loans.

Rights arise from the moment the enterprise is formed.

Founder's responsibility

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

The approximate content of the constituent agreement with the listing 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 existence of the subject and purpose of the activity, which the founders are required to indicate when founding the enterprise. 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 fulfillment of the following duties.

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

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

Settlements with founders

The founder of the organization invests funds in its authorized capital and property. He has the right to receive profits from the results of his activities. The constituent agreement stipulates the shares of the participants, one of which is the founder. As well as the corresponding parts of the distributed profits.

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

Dividends— funds remaining after paying taxes and fees. This is net profit divided between participants in proportion to the share of capital.
By 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, payments are made quarterly with a withholding tax of 9% of the amount. But not more often.
Awards possible if the founder works at the company. For example, holds a position. Tax applies.
Payment for services. Example: the founder is at the same time an individual entrepreneur who provided services to the LLC under a contract.

Change of founder of a legal entity

Changing the founder of a legal entity is not a completely correct concept, since only the founders of the enterprise at the time of its formation can be such.

In a situation where one of them leaves the membership, a change of participant occurs after the alienation of a share of the enterprise’s capital or the entry of a new member into the company. This event must be registered in the Unified State Register of Legal Entities. Constituent documents also change regarding the composition and amount of capital.

The situation is somewhat different when there is a change of the only founder not specified in the charter. Then it is not necessary to change the constituent documents. After registering the share of a new participant in the Unified State Register of Legal Entities, he can make changes to the charter. And also leave the document unchanged, since it suits him. The procedure for changing the composition of a legal entity when one of the founders leaves and a new participant joins is as follows:

The person leaving writes a statement to the company about his resignation. The company gives him a share of 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.
A new member entering the society writes an application for membership, indicating what share he is applying for and what contribution he is making to the capital.
The authorized capital increases due to the share of the new participant.
All changes are recorded.

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

Exit of the founder

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

The person leaving submits an application to the company stating that he is leaving the founders.
The company gives him a share at its value for the last financial period. Or it is calculated on the basis of the Charter.
Those who remain redistribute capital minus what is paid to those who have left.
Changes related to the exit of the founder are registered in the MIFTS.

When the founder of an enterprise leaves its membership, the rights and obligations are transferred to other members.

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

You can find additional information on the topic in the Documents for customs clearance section.

Founder

Founder- a legal or natural person who created an organization - a legal entity. He is the full owner of his organization, manages its activities and makes all important decisions.
In most cases, founders cannot be persons who do not have legal capacity and capacity.

The sole founder creates a legal entity by his decision in writing, two or more founders sign the protocol on creation and enter into an agreement on the establishment of the company.

The composition of the founders does not change, since the founder exists only at the time of establishment of the company; subsequently he ceases to be a founder and becomes a participant, shareholder, member. Information about the founders of a legal entity is contained in the Unified State Register of Legal Entities.

An LLC can be established by both residents and non-residents. The number of founders should be no more than fifty.

Each participant in a limited liability company is obliged to timely contribute to the authorized capital the amount of share determined by the agreement on establishment. The founders of the LLC receive quarterly or once a year profits in the form of dividends in an amount proportional to the share of funds they contributed to the management company. The amount of dividends is determined by the management body of the company, which is appointed by its owners.

The company is obliged to maintain a list of participants in a limited liability company, and all data on LLC participants is reflected in the unified state register of legal entities.

As for joint-stock companies, information about shareholders, or rather the register of shareholders, is maintained by a professional organization with which the joint-stock company enters into an agreement to maintain the register of shareholders. The holder of the register of shareholders is a professional registrar who has a special license to carry out activities.

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Founder – A legal or natural person who created an 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 establishment of the Legal entity and then has the status of Participant(in case of LLC)/ Shareholder(in the case of PJSC, NJSC, CJSC, OJSC) / Member(NP), etc.

Information about the founders (participants) of the company is stored in the Unified State Register of Legal Entities (USRLE).

All changes of 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 a Joint Stock Company (PJSC, NJSC, 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 indicates the full name, his TIN (if any), the nominal value of the share, the size of the share as a percentage, the date and number of the entry in the Unified State Register of Legal Entities. If the founder is a legal entity: the register indicates the name of the enterprise, its INN/OGRN, the nominal value of the share, the size of the share as a percentage, the date and number of the entry in the Unified State Register of Legal Entities.

On the CHESTNYBUSINESS portal, you can find out for free the composition of the Founders (Participants) of Legal Entities, obtain complete data from the Unified State Register of Legal Entities, and 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) for free by INN / OGRN / OKPO / Company name.

To search, use the search bar.

Current Russian legislation does not define the concept of “founder,” although it establishes his rights and obligations to create a legal entity. The founders sign (conclude, approve) the constituent documents of the legal entity, form its authorized capital, elect governing bodies, obtain the required permits and approvals, perform other factual and legal actions necessary for the state registration of the legal entity and ensure its normal functioning (Article 52 of the Civil Code RF).

Thus, a founder can be called a subject of law who makes transactions, other legally significant and actual actions aimed at creating a legal entity, namely: decides to create a new subject of law, accepts (approves) its constituent documents, transfers ownership to it (or on another right) part of his property to form his authorized capital N.V. Kozlova). The concepts of “founder” and “participant” of a legal entity do not coincide in their content, since the participant does not act as a founder, however, after the creation of a legal entity, the legal status of the founder and participant coincide, since the legal entity does not depend on the composition of its participants, the change of which is quite acceptable.

The founders of a legal entity on the territory of Russia can be any subjects of civil law who have the necessary legal capacity and capacity for this: citizens; legal entities, as well as public legal entities (Russian Federation, constituent entities of the Russian Federation; municipal entities). Foreign citizens, stateless or dual citizenship persons, as well as foreign legal entities, can be founders of Russian legal entities, except for cases established by federal laws or international treaties of the Russian Federation (Clause 1, Article 2, Article 7 of the Civil Code of the Russian Federation) .

The law may limit the composition of founders of different types of legal entities (clause 4 of article 66 of the Civil Code of the Russian Federation; clause 5 of the Post. Plenum of the Supreme Arbitration Court of the Russian Federation dated November 18, 2003 N 19 “On some issues of application of the Federal Law “On Joint Stock Companies”, etc. ).

The founders (members) of a production cooperative can only be individuals (citizens of the Russian Federation, foreigners, stateless persons) (Articles 1, 4, 7 of the Law on Production Cooperatives).

Only legal entities can act as founders of a non-profit association of legal entities (association, union). Moreover, commercial legal entities have the right to merge only with other commercial organizations, and non-profit legal entities - with non-profit organizations. The creation of an association (union) with the participation of both commercial and non-profit legal entities is not provided for by current legislation (Articles 121, 122 of the Civil Code of the Russian Federation; Article 11 of the Law on Non-Profit Organizations).

As established by Art. 8 of the Federal Law of July 7, 1995 “On Charitable Activities and Charitable Organizations” state authorities and local governments, as well as state and municipal unitary enterprises, state and municipal institutions cannot act as founders of a charitable organization.

The ability to create legal entities independently or jointly with other citizens and legal entities is one of the elements of the content of a citizen’s legal capacity (Article 18 of the Civil Code of the Russian Federation).

The condition for participation as a founder of a legal entity is legal capacity. For citizen founders, the law may provide for special requirements (having the status of an entrepreneur, Russian citizenship, etc.). According to clause 2 of Article 26 of the Civil Code of the Russian Federation, minor citizens who have reached 16 years of age have the right to be members of a cooperative in accordance with the laws on cooperatives.

The law may establish special requirements, restrictions or prohibitions in relation to citizen founders of certain types of legal entities.

A citizen can become a founder of a general partnership provided that he acquires the status of an individual entrepreneur in the prescribed manner (Clause 4 of Article 66 of the Civil Code of the Russian Federation).

According to paragraph 3 of paragraph 1 of Article 11 of the Federal Law of July 5, 1995 “On the Fundamentals of the Civil Service of the Russian Federation”<*>civil servants do not have the right to engage in entrepreneurial activities personally or through proxies; therefore, they cannot be founders of general partnerships and investors in limited partnerships.

A founder can be a legal entity if it has the legal capacity necessary for this purpose and can dispose of its property, and also if this is not prohibited by special laws defining the legal status of both the founder himself and the legal entity he creates.

According to clause 4 of Article 66 of the Civil Code of the Russian Federation, the founders (participants) of a limited or additional liability company, a closed or open joint-stock company, as well as investors in limited partnerships (on faith) can be any legal entities, unless otherwise provided by law.

For non-profit organizations that have special legal capacity, as well as for organizations that have property under a limited proprietary right (economic management, operational management), the ability to create legal entities is significantly limited by law.

According to Article 19 of the Law on Public Associations, founders, members and participants of public associations can be legal entities created only in the form of a public association, unless otherwise provided by this Law, as well as other laws on certain types of public associations.

Institutions financed by owners, having special legal capacity and possessing property under a limited proprietary right, can be founders (participants) of business companies and investors in partnerships only with the permission of the owner, unless otherwise provided by law (clause 4 of article 66 of the Civil Code of the Russian Federation).

State or municipal unitary enterprises have the right to enter into transactions to establish legal entities only with the consent of the owner of their property, on whose behalf the relevant state bodies or local government bodies act (subclause 14, clause 1, article 20 of the Law on State Enterprises).

Public legal entities are recognized as independent subjects of law, acting in civil legal relations on an equal basis with individuals and legal entities (Chapter 5 of the Civil Code of the Russian Federation), therefore, as a general rule, they have the right to establish legal entities.

The creation of an LLC by legal entities is a quite common situation in the business sphere. Meanwhile, the legal registration of this fact has a number of its own features, which we will discuss in more detail in the article.

Creation of an LLC if the founder is a legal entity: legislation

The procedure for creating a commercial organization, which includes a limited liability company, is regulated by a number of regulatory documents, including:

The Civil Code of the Russian Federation, which establishes the basic provisions on limited liability companies, including the general issues of creating an LLC and the subject composition of its founders.
Federal Law “On Limited Liability Companies” dated 02/08/1998 No. 14-FZ is the main regulatory document regulating the activities of such commercial organizations as LLCs, including provisions on company participants and the procedure for establishing a company.
Federal Law “On State Registration...” dated 08.08.2001 No. 129-FZ is a normative act that directly establishes the procedure for state registration of a company upon creation, including issues of completeness of documents submitted for registration, the procedure for registration and refusal to register an LLC.
Order of the Federal Tax Service of Russia dated January 25, 2012 No. ММВ-7-6/25@, which approved the form of application to the Federal Tax Service for the creation of a company, and also determined the requirements for the preparation of documentation submitted for registration to the Federal Tax Service.
Tax Code of the Russian Federation, which in paragraph 1 of Art. 333.33 determines the amount of state duty paid upon registration of a company.

Based on the provisions of the listed regulatory documentation, we can conclude that the general procedure for creating a limited liability company by another legal entity is the same as when creating a company by citizens. However, there are still some features.

Features of creating an LLC by another legal entity

To the participants of LLC Art. 7 of Law 14-FZ applies to both citizens and legal entities. In this case, it is prohibited to create a company:

a legal entity as the sole participant, which, in turn, has a single founder;
government agencies and local governments, unless an exception to this rule is expressly provided for by law.

It is necessary to note that the obligation to notify the tax authorities of participation in Russian companies in a share of more than 10%, assigned to taxpayers-legal entities subclause. 2 p. 2 art. 23 of the Tax Code of the Russian Federation does not apply to cases of participation in limited liability companies.

Procedure for creating an LLC

The procedure for creating a limited liability company, if there is another legal entity among the participants, is as follows:

The authorized collegial body of the organization (board of directors, general meeting of shareholders, meeting of founders) makes a decision on participation as a founder in the LLC. The decision is documented in the appropriate document, the minutes of the meeting. A representative from an organization when creating an LLC can be either a director or another employee. In the latter case, you will need to issue a power of attorney.
Participation of a representative of a legal entity in the meeting of the founders of the future company and signing of an agreement on the creation of an LLC.
Development of the company's charter.
Filling out an application form to the tax office for the creation of an LLC.
If all the founders, without exception, do not apply to the tax office with an application for creation, then the latter must be certified by a notary.
Payment of state duty in the amount of 4,000 rubles.
Submitting an application to create an LLC to the tax authority.

The procedure for filling out an application for establishing a company

The application for the creation of an LLC in form No. P11001 is filled out in accordance with the requirements of Order of the Federal Tax Service of Russia dated January 25, 2012 No. MMV-7-6/25@ (Appendix No. 20). If there is a legal entity among the founders of the company, you will need to fill out sheet A of the form, including indicating:

in section 1 - OGRN;
in section 2 - TIN of the founding organization;
in section 3 - the name of the parent company in full, without abbreviations, in accordance with the constituent documents;
in section 4 - the share that will belong to the founder-organization.

If there are several legal entities among the founders, then each of them will need to fill out its own sheet A. Thus, in this case, the application will contain several sheets A.

If the founder of the company is a foreign company, then you must fill out Sheet B, including indicating:

in section 1 - the full name of the foreign company in Russian transcription;
in section 2 - the country where the company is registered and its address;
in section 3 - TIN, if the foreign company is registered for tax purposes in Russia;
in section 4 - the size of the share.

Accordingly, if the founders include only a foreign company, sheet A is not filled out and is not attached to the application.

Sheet H is filled out in relation to applicants, that is, participants of the company being created, who will apply to the tax authority with an application for creation. A separate sheet N is filled out for each founder. In this case, in relation to the applicant - a legal entity, sections 2, 4 and 5 are filled out, respectively:

information about the legal entity;
information about the applicant - director of the founding legal entity;
applicant's receipt.

Documents required for LLC registration

The founders attach to the application for the creation of an LLC:

Protocol on the establishment of the company.
Charter of the company being created.
Documents confirming the registration of a legal address (certificate of ownership of the premises or a lease agreement with one of the founders).
Receipt for payment of state duty.
Power of attorney for the applicant, if one authorized representative is applying from the founders.
Copies of passports of all founders. In this case, the legal entity will be required to:

− certificate of registration and assignment of OGRN;

− certificate of tax registration (TIN);

− extract from the Unified State Register of Legal Entities;

− order on the powers of the director.

Thus, legal entities may well be founders of other organizations. However, such participation will require special care when filling out an application form to the tax office to create a company, as well as increased attention when preparing the accompanying set of documents when submitting an application for registration.

In accordance with Art. 40 of the Civil Code, a legal entity may be established by one or more founders.

The founders of a legal entity may be property owners or bodies or persons authorized by them, and in cases specifically provided for by legislative acts, other legal entities.

At the same time, legal entities that have property under the right of economic management or operational management may be founders of other legal entities with the consent of the owner or his authorized body.

Until recently, legislation did not make a clear distinction between the concepts of “founder” and “participant”. However, even now, both in legislation and in literature, unjustified confusion of these terms is often allowed.

Meanwhile, despite the semantic similarity of these concepts, there are significant differences between them, since, for example, the founder of an organization may not be its participant, having ceased his participation in this legal entity in the prescribed manner. And, conversely, a participant in an organization may not be its founder, having purchased, for example, a share in the authorized capital of a limited liability partnership from its founder.

The need to differentiate these concepts is also addressed by the provision of the Law on amendments and additions to certain legislative acts on the issues of the securities market and joint stock companies: the founders of a legal entity cannot have any advantages over other participants of this legal entity who are not its founders, for except in cases provided for by the legislative acts of the Republic of Kazakhstan.

The legal literature rightly notes that founders (participants) can also be workers, employees, officials of a legal entity, while bearing all labor rights and responsibilities that are not confused with the rights and responsibilities of the founder (participant) of the legal entity. In other words, a distinction should be made between labor and civil relations that may exist between a legal entity and its participants. Unfortunately, judicial practice is familiar with cases of a different approach to these issues.

Thus, the court ruled in favor of citizen G. in the case of recovery of wages from the LLP for forced absenteeism. Despite the decision of the presidium of the regional court, which left the court decision unchanged, the regional prosecutor turned to the Prosecutor General with a request to file a corresponding protest, indicating the following: citizen G. was one of the participants in the LLP (defendant), and at the same time was in an employment relationship with him. Therefore, when considering the case, the court should have applied the relevant norms of the legislation on business partnerships, according to which the plaintiff, like other participants, bears the risk of losses associated with the activities of the partnership. At first glance, the prosecutor notes, the court decisions are correct: there is an enterprise, there is an administration and there are workers. However, if we imagine that the founders and participants of the LLP are only two individuals who, by investing their capital and personal participation, want to make a profit, but for some reason their work is not going well, the partnership does not make a profit, then the question arises: Who should they sue, themselves or each other? There is only one answer: they, in accordance with the law, bear the risk of loss.

Thus, the prosecutor notes, the failure to clarify the actual rights and obligations of the plaintiff, the inappropriate application of labor legislation, and the failure to apply the necessary norms of substantive law led to the adoption of an illegal decision, because the plaintiff’s demands for the recovery of wages are unlawful, since he, like other participants partnership, according to Art. 77 of the Civil Code, bears the risk of losses associated with the activities of the partnership. His labor costs, which did not bring profit, are not subject to reimbursement.

The arguments presented by the prosecutor are unfounded and demonstrate not only a confusion of the concepts of “participant” and “employee”, but also an erroneous understanding of the very essence of a legal entity.

The English judicial precedent of 1897 is widely known - the so-called case “Salomon v. Salomon and Co. Ltd (Salomon v Salomon and Company).

The dispute was whether the company's debts were essentially the debts of 100% of its member. In making the final decision, the House of Lords, represented by Lord Halsbury, motivated it as follows: “For an artificial formation, the only thing that is essential is that the law must recognize this artificial formation, completely abstracting from the motives that guided the founders. A company, once formed, must be treated like any other separate entity; but even if we assume that the formation of the company by Salomon was for the purpose of carrying on business on behalf of the company, it does not at all follow that this is contrary to the purpose of the company law, which clearly gives the company the right to exist with its inherent rights and obligations, regardless of the purposes those who formed the company"41.

According to Part 1, Clause 1, Art. 41 of the Civil Code, a legal entity carries out its activities on the basis of the charter and constituent agreement or, if the legal entity is founded by one person, the charter and a written decision on the establishment of a legal entity (decision of the sole founder), unless otherwise provided by the Civil Code and legislative acts. In cases provided for by legislative acts, a legal entity that is a non-profit organization may act on the basis of the general regulations on organizations of this type. Finally, a legal entity that is a small business entity can carry out its activities on the basis of a standard charter, the content of which is determined by the Government of the Republic of Kazakhstan.

State enterprises and state institutions (or general regulations) are created on the basis of the charter alone; both the charter and the agreement at the same time, such, for example, organizations as general and limited partnerships, production cooperatives; both the charter and the charter and agreement - joint-stock companies, limited and additional liability partnerships, non-state institutions.

The constituent documents should include the decision of the sole founder, which by its legal nature is a unilateral transaction and requires appropriate registration.

These issues are determined in more detail by special legislative acts on individual organizational and legal forms of legal entities.

Clause 4 art. 41 of the Civil Code establishes the approximate content of the constituent agreement. These conditions should be considered as essential, and in their absence (unless otherwise provided by special legislative acts), the constituent agreement in accordance with paragraph 1 of Art. 393 of the Civil Code cannot be considered concluded.

Clause 3 art. 41 of the Civil Code establishes that the constituent documents of a non-profit organization and a state enterprise must define the subject and goals of the activities of these legal entities. In relation to the constituent documents of a business partnership, joint-stock company and production cooperative, there is no such requirement, therefore, defining the subject and goals of their activities in the constituent documents is the right, but not the obligation, of the founders of these organizations. This approach of the legislator, as noted above, indicates the different legal personality of these two groups of organizations.

Other conditions may be included in the constituent agreement by agreement of the founders. Therefore, if one of its parties insists on the inclusion of any condition in the constituent agreement, although not required by law, this condition is recognized as essential.

Unlike the charter, the contents of which all interested parties have the right to familiarize themselves with, the contents of the constituent agreement constitute a commercial secret, and it is not subject to presentation to state and other official bodies, as well as to third parties. Exceptions from this rule may be established by legislative acts, the constituent agreement itself, or a decision of the bodies of a legal entity.

Founding agreements, decisions of the sole founder, as well as charters of business partnerships and joint stock companies must be notarized. In relation to constituent documents of other forms of legal entities, legislation is limited to the requirement that they be executed in simple written form.

In order to resolve problems caused by a possible contradiction between the provisions of the charter and the constituent agreement, the Code establishes cases of priority of one document over another. Thus, if the contradictory condition relates to the internal relations of the participants, the condition of the constituent agreement is applied. If the application of a controversial condition may have implications for the legal entity’s relations with third parties, priority is given to the charter.

It must be recognized that this approach is rather conditional, since the same condition can affect both the relations between the participants and between the legal entity and third parties.