Management bodies of a legal entity structure and personnel. Structure and personal composition of the Client’s management bodies of JSCB Probusinessbank - Document

The management structure of an LLC is built depending on several factors - the number of participants, the amount of their contribution to the authorized capital, the scope of activity, and the volume of staff. We will tell you more about the forms of LLC enterprise management in this article.

When opening an LLC, the organization's charter must be adopted. Registration is not possible without this document legal entity. It is in the charter that the management structure of the LLC is prescribed. If the number of participants changes or certain aspects need to be corrected, changes may be made to the charter, including those related to management.

In order to correctly formulate the charter of an LLC and spell out all the features of the management structure without errors, we advise you to seek help from professionals. Employees of the Glavbukh Assistant service will help resolve documentary issues and take care of communication with the tax office.

Structure of LLC management bodies

Creating a society with limited liability, participants invest shares in the common founding capital. The number of founders is not limited by law. All aspects of the creation and management of an LLC are regulated by Art. 32 Federal Law No. 14-FZ of February 8, 1998 (as amended on April 23, 2018) and Art. 65.3 of Federal Law No. 51-FZ of November 30, 1994 (as amended on August 3, 2018).

According to these regulations, the founders must not only contribute their shares to the common capital, but also develop a charter and in it appoint or select the management bodies of the LLC. The structure of an economic community involves several management options - there are complex and simplified schemes.

The management bodies of an LLC can be either collegial structures or a sole manager:

1. The general meeting of participants (founders) is the highest management body of the LLC, meeting regularly to resolve the main strategic, financial and economic issues.
2. The supervisory board (board of directors) is a parallel control body authorized to manage the company continuously and manage current economic activities.
3. The executive bodies of an LLC are one or more company managers who are involved in operational management and solving everyday, current and planned tasks.
4. The audit or revision commission is the management body of an LLC, elected by the general meeting of participants, and performs the functions of monitoring and verifying the financial and economic activities of the company.

Functions and competencies of LLC management bodies

The charter of the LLC must clearly state the management scheme of the LLC, indicating the competence and tasks of each of the structures. For example, the control system can be configured as follows:

1. The most important decisions on company management are made by the general meeting of founders. If the number of LLC participants is large, the charter may establish the necessary quorum to recognize decisions as authoritative.
2. It is often impossible and impractical to convene a general meeting to manage the company, so day-to-day management is handled by the supervisory board. Functions and composition of the supervisory board as a body operational management LLCs are prescribed in the charter.
3. The mechanism for creating a supervisory board should also be specified in the charter. The board of directors may consist of elected and appointed managers, exclusively of LLC participants, and also partly of hired specialists attracted from outside.
4. The executive bodies, depending on the size of the company, can be represented by one or more managers who share among themselves the main levers of economic and financial activities. This category includes the sole executive body (director, president), deputies, commercial director, chief accountant etc.
5. To regularly check the effectiveness and legality of the company’s activities, an audit body can be formed or appointed - an audit commission or a sole auditor.

The structure of the LLC's management bodies, the validity period, composition, duties and rights of each of them are established by the organization's charter. A sample charter can be downloaded

Detailed information about the powers and functions of each of the LLC management bodies is presented in the table

Management bodies of an LLC with one founder

The main documents of an LLC are considered memorandum of association, signed by all participants, and the charter. If the founder acts as one person, then the charter is the main founding document. The management structure of an LLC with one founder is slightly different from organizations with several participants.

If the company is created by one participant, he himself has the powers of the general meeting, that is, he has the right to appoint executive, supervisory and audit management bodies of the LLC, if necessary. Sole founder can himself perform the functions of the sole executive body, act as the owner and director of the company at the same time.

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Appendix 1

To the client’s questionnaire when opening a current account with the Bank

Structure and personnel management bodies of the Client OJSC JSCB "Probusinessbank"

1. Board of Directors (supervisory board)

Full name of the members of the board of directors

Full name of members of the collegial executive body

3. Composition information supreme body management (general meeting of participants)*

*This section must be completed only if a current account is opened for a limited liability company.

4. If there are specified management bodies for each of the members, you must fill out the following form**:

**When providing copies of passports of members of management bodies, certified by the signature of the authorized official(with a transcript of the position and surname) and the seal of the organization, the above form is not filled out. If there are passport details of the limited liability company's participants in the Charter, additional information about the company's participants (copies of passports or the above form) is not provided.

Date: "____" ___________ 20__

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 recorded in the documentation. Legislation regulates the procedure for creating and managing a company.

Basic LLC management body for most legal entities of the presented type, it is often limited to two positions. This general manager and chief accountant of the company. But the full structure looks much more extensive. Management bodies are appointed or elected upon establishment. Their structure is specified by law. It will be discussed further below.

Structure of governing bodies

When in the form of a limited liability company, there are certain requirements established by law. In addition to contributing its shares to 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.

The governing bodies of the LLC are the following structural entities:

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

About each of these structural divisions should find out more. Each of them plays a role in the effective operation of the company.

General meeting of founders

Founders' meeting. Each participant who has contributed his share to the authorized capital of the enterprise has the right to make decisions on the directions of his company’s activities. If there are several founders, they gather with at certain intervals to resolve major issues regarding the functioning of their organization.

Such fees may be regular 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 founding the enterprise.

The main document regulating meetings of founders is the charter. It defines the competence of this body, as well as other structural units.

Competence of the meeting of founders

Supreme governing body of LLC has a number of rights that fall within their exclusive competence. First of all, this includes questions about the main direction of the company’s functioning, decisions about association or participation with other organizations.

The meeting of the company’s founders can also change the provisions of the charter, including the structure of the company’s balance sheet. They amend the organization's creation agreement. 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, and approves the information provided in the annual reports. Based on these data, based on the results of the reporting period, a decision is made on the distribution of net profit.

The supreme governing body regulates internal issues activities of their company. It can place bonds and other securities.

If necessary, the board of founders has the right to reorganize or liquidate its company, appoint members of the liquidation commission, and also approve financial matters under these conditions.

Structure of LLC management bodies includes such a unit as the board of directors. The founders, when creating the charter, form it. This document also stipulates the procedure for appointing performers to the presented position.

The founders stipulate the terms of reference and procedures for the supervisory board. The main ones are making decisions on the future direction of the company’s work, adopting and approving internal documents, concluding transactions in which the company entrusted to them is interested in by law.

Also, the supervisory board organizes a regular or extraordinary meeting, decides on its conduct and convocation of participants. The board of directors prepares documentation that is provided to the founders. At the meeting, this body can participate in the discussion of main issues with an advisory right to vote.

Such LLC management body, as a board of directors, has a range of powers. In addition to the rights listed above, it can form executive bodies, as well as terminate their activities ahead of schedule. The supervisory board also determines their powers. He sets the amount of remuneration for the sole executive and collegial managers.

The board of directors may decide on mergers with others commercial organizations. He also has the right to create branches and representative offices.

In addition, the supervisory board appoints audit, approving the candidates they have chosen for the main positions. He approves the amount of their remuneration for the audit services provided.

Executive body

Collegial management body in LLC represented by the directors and the board. But the current activities of the company can also be managed by a sole executive. This body is accountable to the meeting of founders and the supervisory board. The sole executive may be the president, general director or other manager. He is elected at a general meeting. The duration of his powers is specified by the charter.

An agreement is concluded between the company and the person carrying out sole executive activities. For collegial body The founding council also establishes their powers and quantitative composition. Internal documents are also issued for this purpose.

A collegial body can only consist of individuals. They do not have to be the Chairman of the collegial governing body is the sole executive. Sometimes these functions are transferred to the manager.

Powers of the executive body

Responsibility of LLC management bodies regulated by the charter and internal documentation. is charged with a number of powers. Since the collegial managers are headed by a chairman, he has a number of special powers.

A sole executor can represent the interests of the company without a power of attorney, act on its behalf and make transactions. In addition, he gives powers of attorney for representational activities.

In the person of the chairman, the director can issue orders related to the appointment of various employees to positions. He also resolves issues regarding their transfer and dismissal. The sole executor may take measures to impose disciplinary sanctions or incentives.

Inspector and Auditor

Controlling LLC management body, who is called an auditor or auditor, is elected at a meeting of the founders. The number of its members is determined by the charter. This body can conduct financial and business audits at any time and has access to relevant documentation.

The auditor must check annual reports and balance sheets before approval at the general meeting. The meeting of founders cannot accept such documents without an audit.

Having considered each LLC management body, you can understand their area of ​​competence. The structure in each company can be simplified, but in its entirety it includes all the services listed above.