Such an organizational and legal form of ownership as a limited liability company (LLC) is quite convenient from the point of view of the responsibility borne by the founders. In the event of bankruptcy for the debts of an LLC, they are responsible only for their share in the authorized capital. However, the responsibility of both the founders and the head of such an enterprise depends on the responsibilities that they will be endowed with in accordance with the charter of the organization.
Obligations of LLC founders
If the founder only has a share in the authorized capital of the company and no longer participates in its management in any way, he still has responsibilities. According to Article 16 of the Federal Law "On Limited Liability Companies", he, together with other founders, is obliged to contribute the remainder of the authorized capital within a year after the registration of the LLC, if only half was contributed before registration.
Each founder, in addition, bears the responsibilities associated with the establishment of the company before it was registered. Joint liability of all founders is provided in accordance with Article 11 of the same Federal Law for obligations stipulated, for example, by contracts for the production of a seal or for the provision of consultations.
The obligation of the founders, if it is stipulated in the charter of the company, is also the management of its activities by making decisions at general meetings of the participants. Therefore, the founder is responsible for this activity and, therefore, is obliged to be aware of it and adequately assess all decisions taken during voting. He is obliged to vote against those decisions that he considers wrong or to refuse in these cases from voting at all. In addition, the responsibility of the founders is not to disclose commercial and confidential information related to the activities of the organization.
All or one of the founders may also be assigned additional responsibilities (Art. 9). This must be recorded in the charter of the company.
Obligations of the head of the LLC
The duties and powers of the head or director of an LLC are formed according to the residual principle - his competence includes the solution of those issues that the law on LLC and the charter do not refer to the powers of other management bodies and the audit commission of the company. Responsibilities and powers should be listed in the section of the charter or the Regulation on the head of the company, these documents should also indicate which transactions and decisions he can conclude and make independently, and which only to approve or make with the consent of the founders.
But the head of the LLC does not have the right to issue orders that the founders must carry out or those that infringe on their interests.
Typically, the director is responsible for the overall coordination of the administrative and managerial staff. He can also act on behalf of this enterprise without a power of attorney, represent its interests, issue orders and give orders that are binding on all employees.
