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FEDERAL LAW OF THE RUSSIAN FEDERATION

of February 8, 1998 No. 14-FZ

About limited liability companies

(as amended on 02-07-2021)

Accepted by the State Duma of the Russian Federation on January 14, 1998

Approved by Council of the Russian Federation on January 28, 1998

Chapter I. General provisions

Article 1. The relations regulated by this Federal Law

1. This Federal Law determines legal status of limited liability company, the right and obligation of his participants, procedure for creation, reorganization and liquidation of society according to the Civil code of the Russian Federation.

2. Features of legal status, procedure for creation, reorganization and liquidation of limited liability companies in spheres of banking, insurance, private security and investing activities, and also in the field of production, mortgage agents and specialized societies are determined by the Federal Laws.

3. The relations connected with making by foreign investors or group of persons which the foreign investor enters of transactions with the shares constituting the authorized capital of the limited liability company having strategic importance for ensuring defense of the country and safety of the state and establishment of control of foreign investors or groups of persons which the foreign investor enters over such societies are regulated according to provisions of the Federal Law "About Procedure of Foreign Investments in the Economic Societies Having Strategic Importance for Ensuring Defense of the Country and Safety of the State".

Article 2. Basic provisions about limited liability companies

1. Limited liability company (further - society) the economic society created by one or several persons which authorized capital is divided into shares is recognized; members of society do not answer for its obligations and bear risk of the losses connected with activities of society, within cost belonging to them share in the authorized capital of society.

The members of society who did not completely pay shares bear joint liability according to obligations of society within the cost of unpaid part of the shares in the authorized capital of society belonging to them.

2. Society has the isolated property considered on its separate balance in property can acquire and perform on its own behalf the property and personal non-property rights, perform duties, to be claimant and the defendant in court.

Society can have the civil laws and perform the civil duties necessary for implementation of the any kinds of activities which are not forbidden by the Federal Laws if it does not contradict subject and the purposes of activities, definitely limited charter of society.

Society can be engaged in separate types of activity which list is determined by the Federal Law only based on special permission (license). If conditions of provision of special permission (license) for implementation of certain type of activity provide the requirement to perform such activities as exclusive, society during effective period of special permission (license) has the right to perform only the types of activity provided by special permission (license), and the accompanying types of activity.

3. Society is considered created as the legal entity from the moment of its state registration according to the procedure, established by the Federal Law on state registration of legal entities.

Society is created without restriction of term if other is not established by its charter.

4. Society has the right to open in accordance with the established procedure bank accounts in the territory of the Russian Federation and beyond its limits.

5. Society has the right to have seal, stamps and forms with the name, own emblem, and also the trademark registered in accordance with the established procedure and other means of individualization. The obligation of society can be provided by the Federal Law to use seal.

Data on availability of seal shall contain in the charter of society.

Article 3. Responsibility of society

1. Society bears responsibility according to the obligations all property belonging to it.

2. Society does not answer for obligations the participants.

3. In case of insolvency (bankruptcy) of society because of his participants or because of other persons who have the right to give instructions, obligatory for society, or otherwise have opportunity to determine its actions, subsidiary responsibility according to its obligations can be conferred on the specified participants or other persons in case of insufficiency of property of society.

3.1. The exception of society of the Unified State Register of Legal Entities according to the procedure, established by the Federal Law on state registration of legal entities for invalid legal entities, attracts the consequences provided by the Civil code of the Russian Federation for refusal of the primary debtor of obligation fulfillment. In this case, if non-execution of obligations of society (including owing to damnification) is caused by the fact that persons specified in Items 1 - 3 Articles 53.1 of the Civil code of the Russian Federation, were effective from bad faith or unreasonably, according to the statement of the creditor subsidiary responsibility according to obligations of this society can be conferred on such persons.

4. The Russian Federation, subjects of the Russian Federation and municipalities do not bear responsibility according to obligations of society, as well as society does not bear responsibility according to obligations of the Russian Federation, subjects of the Russian Federation and municipalities.

Article 4. Trade name of society and its location

1. Society shall have complete and has the right to have the reduced trade name in Russian. Society has the right to have also complete and (or) reduced trade name in languages of the people of the Russian Federation and (or) foreign languages.

The full trade name of society in Russian shall contain full name of society and the word "with the limited liability". The reduced trade name of society in Russian shall contain the full or abbreviated name of society and the word "with the limited liability" or abbreviation of Ltd company.

The trade name of society in Russian and in languages of the people of the Russian Federation may contain foreign-language borrowings in the Russian transcription or in transcriptions of languages of the people of the Russian Federation, except for the terms and abbreviations reflecting form of business of society.

Other requirements to trade name of society are established by the Civil code of the Russian Federation.

2. The location of society is determined by the place of its state registration.

Article 5. Branches and representative offices of society

1. Society can create branches and open representations according to the decision of general meeting of members of society made by the majority at least two thirds of voices of total number of voices of members of society if need of bigger poll for adoption of such decision is not provided by the charter of society.

Creation of branches by society and opening of representations are in the territory of the Russian Federation performed with observance of requirements of this Federal Law and other Federal Laws, and outside the territory of the Russian Federation also according to the legislation of foreign state in the territory of which branches are created or representations open if other is not provided by international treaties of the Russian Federation.

2. Branch of society is its separate division located out of the location of society and performing all its functions or their part, including functions of representation.

3. Representative office of society is its separate division located out of the society location, representing the interests of society and performing their protection.

4. The branch and representative office of society are not legal entities and act on the basis of the provisions approved by society. The branch and representation are allocated with property the society which created them.

Heads of branches and representative offices of society are appointed by society and act on the basis of the its powers of attorney.

Branches and representative offices of society perform the activities on behalf of the society which created them. Responsibility for activities of branch and representative office of society bears the society which created them.

5. Branches and representative offices of society shall be specified in the Unified State Register of Legal Entities.

Article 6. Affiliated and dependent societies

1. Society can have the affiliated and dependent economic societies with the rights of the legal entity created in the territory of the Russian Federation according to this Federal Law and other Federal Laws, and outside the territory of the Russian Federation also according to the legislation of foreign state in the territory of which affiliated or dependent economic society is created if other is not provided by international treaties of the Russian Federation.

2. Society is recognized affiliated if other (main) economic society or partnership owing to the prevailing participation in its authorized capital, or according to the agreement signed between them, or otherwise has opportunity to determine the decisions made by such society.

3. The subsidiary does not answer on debts of the main economic society (partnership).

The main economic society (partnership) which has the right to instruct subsidiary obligatory for it, answers solidary with subsidiary according to the bargains concluded by the last in pursuance of such instructions.

In case of insolvency (bankruptcy) of subsidiary because of the main economic society (partnership) the last bears in case of insufficiency of property of subsidiary subsidiary responsibility on its debts.

Members of subsidiary have the right to require compensation by the main society (partnership) of the losses caused through his fault to subsidiary.

4. Society is recognized dependent if another (prevailing, participating) economic society has more than twenty percent of the authorized capital of the first society.

Society which acquired more than twenty percent of voting shares of joint-stock company or more than twenty percent of the authorized capital of other limited liability company shall publish without delay data on it in press organ in which data on state registration of legal entities are published.

Article 7. Members of society

1. Citizens and legal entities can be members of society.

Participation of separate categories of citizens in societies can be forbidden or limited to the Federal Law.

2. State bodies and local government bodies have no right to act as members of societies if other is not established by the Federal Law.

Society can be founded by one face who becomes his single participant. Society can become society with one participant subsequently.

Society cannot have other economic society consisting of one person as the single participant.

Provisions of this Federal Law extend to societies with one participant so far as this Federal Law does not provide other and as it does not contradict being of the corresponding relations.

3. The number of members of society shall not be more than fifty.

If the number of members of society will exceed the limit set by this Item, society within year shall be transformed to open joint stock company or to production cooperative. If during the specified term society is not transformed and the number of members of society will not decrease to the limit set by this Item, it is subject to liquidation judicially upon the demand of the body performing state registration of legal entities, or other state bodies or local government bodies to which the right to presentation of such requirement is granted by the Federal Law.

Article 8. Rights of members of society

1. Members of society have the right:

participate in the administration of society according to the procedure established by this Federal Law and the charter of society;

obtain information on activities of society and get acquainted with its ledgers and other documentation in the procedure established by its charter;

take part in profit distribution;

sell or perform alienation otherwise of the share or part of share in the authorized capital of society to one or several members of this society or other person according to the procedure provided by this Federal Law and the charter of society;

leave society by alienation of the share to society if such opportunity is provided by the charter of society, or to demand acquisition by society of share in the cases provided by this Federal Law;

receive in case of liquidation of society part of the property which remained after settlings with creditors or its cost.

Members of society have also other rights provided by this Federal Law.

2. In addition to the rights provided by this Federal Law, the charter of society can provide other rights (the additional rights) of the member (participants) of society. The specified rights can be provided by the charter of society under its organization or are provided to the member (participants) of society according to the decision of general meeting of members of society accepted by all members of society unanimously.

The additional rights granted to certain member of society in case of alienation of its share or part of share do not pass to the acquirer of share or part of share.

The termination or restriction of the additional rights granted to all members of society is performed according to the decision of general meeting of members of society made by all members of society unanimously. The termination or restriction of the additional rights granted to certain member of society is performed according to the decision of general meeting of members of society made by the majority at least two thirds of voices of total number of voices of members of society under condition if the member of society who possesses such additional rights voted for adoption of such decision or gave written consent.

The member of society who is granted the additional rights can refuse implementation of the additional rights belonging to it, having sent the written notice of it to society. From the moment of obtaining by society of the specified notification the additional rights of the member of society stop.

3. Founders (participants) of society have the right to sign the agreement on implementation of the rights of members of society under which they shall perform definitely the rights and (or) abstain (to refuse) implementation of the specified rights, including to vote definitely on general meeting of members of society, to approve vote option with other participants, to sell share or part of share at the price determined by this agreement and (or) in case of approach of certain circumstances or to abstain (to refuse) alienation of share or part of share before certain circumstances, and also to perform in coordination other actions connected with management of society, with creation, activities, reorganization and liquidation of society. Such agreement is signed in writing by creation of one document signed by the parties.

The members of society who signed the agreement specified in paragraph one of this Item shall notify society on the fact of its conclusion no later than 15 days from the date of its conclusion. By agreement of the parties such agreement the notification to society can be sent to one of its parties. In case of non-execution of this obligation members of society, not being the parties of the specified agreement having the right to require compensation of the losses caused to them.

4. If this Federal Law provides judicial protection of the rights of members of society, such protection can be performed by reference tribunal in cases and according to the procedure which are established by the Federal Law.

Article 9. Obligations of members of society

1. Members of society shall:

pay shares in the authorized capital of society according to the procedure, in sizes and in terms which are provided by this Federal Law and the constitutive treaty of society;

not disclose information on activities of society concerning which the requirement about ensuring its confidentiality is established.

Members of society perform also other duties provided by this Federal Law.

2. In addition to the obligations provided by this Federal Law, the charter of society can provide other obligations (subsidiary duties) of the participant (participants) of society. The specified obligations can be provided by the charter of society under its organization or are assigned to all members of society according to the decision of general meeting of members of society made by all members of society unanimously. Assignment of subsidiary duties on certain member of society is performed according to the decision of general meeting of members of society made by the majority at least two thirds of voices of total number of voices of members of society under condition if the member of society to whom such subsidiary duties are assigned voted for adoption of such decision or gave written consent.

The subsidiary duties assigned to certain member of society in case of alienation of its share or part of share do not pass to the acquirer of share or part of share.

Subsidiary duties can be stopped according to the decision of general meeting of members of society made by all members of society unanimously.

Article 10. Exception of the member of society of society

Members of society whose shares in total constitute at least than ten percent of the authorized capital of society have the right to require judicially exception of society of the participant who roughly breaks the obligations or makes by the actions (failure to act) impossible activities of society or significantly complicates it.

Chapter II. Organization of society

Article 11. Procedure for organization of society

1. The organization of society is performed according to the decision of his founders or the founder. The decision on organization of society is made by meeting of founders of society. In case of organization of society one person the decision on its organization is made by this person solely.

2. Results of vote of founders of society and decisions made by them on questions of organization of society, of determination of trade name of society, the location of society, the size of the authorized capital of society, of approval of the charter of society or of what society acts on the basis of the standard charter approved by the authorized Government of the Russian Federation federal executive body about election or about appointment of governing bodies of society, and also about formation of audit committee or election of the auditor of society shall be reflected in the decision on organization of society if such bodies are provided by the charter of society or are obligatory according to this Federal Law.

Under organization of society founders or the founder can approve the auditor of society, and in cases if concerning society the legislation provides carrying out statutory audit, founders or the founder shall make such decision.

In case of organization of society one person the decision on organization of society shall determine the size of the authorized capital of society, procedure and terms of its payment, and also the size and nominal value of share of the founder.

3. Decisions on organization of society, approval of its charter or on what society acts on the basis of the standard charter approved by the authorized Government of the Russian Federation federal executive body, approval of money value of securities, other things or property rights or other rights having money value of shares in the authorized capital of society contributed by founders of society for payment are accepted by founders of society unanimously.

4. Election of governing bodies of society, formation of audit committee or election of the auditor of society and statement of the auditor of society are performed by the majority at least three quarters of voices of total number of voices of founders of society.

If by the time of election of governing bodies of society, formation of audit committee or election of the auditor of society and statement of the auditor of society the size of shares of each of founders of society is not determined, each founder of society during the vote has one voice.

5. Founders of society sign in writing the constitutive treaty of society determining procedure them joint activities for organization of society, the size of the authorized capital of society, the size and nominal value of share of each of founders of society, and also the size, procedure and payment due dates of such shares in the authorized capital of society.

The constitutive treaty of society is not the constituent document of society.

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