Floors in basement and cellar
Governing bodies in JSC. The supreme governing body of a joint-stock company: features, description and requirements

Governing bodies in JSC. The supreme governing body of a joint-stock company: features, description and requirements

c) election and recall of members of the board of the joint-stock company (supervisory board);

d) election and recall of members of the executive body and the audit commission;

e) approval of the annual results of the activities of the joint-stock company, including its branches, approval of reports and conclusions of the audit commission, the procedure for distributing profits, determining the procedure for covering losses;

f) creation, reorganization and liquidation of branches and representative offices, approval of regulations (charters) on them;

g) making decisions on bringing to property liability of the company's officials;

h) approval of the rules of procedure and other internal documents of the company, determination of the organizational structure of the company;

i) resolving the issue of acquisition by the joint-stock company of shares issued by it;

j) determination of the terms of remuneration for the work of officials of the joint-stock company, its branches and representative offices;

k) approval of contracts concluded for an amount in excess of that specified in the charter of the company;

l) making a decision to terminate the activities of the company, appointing a liquidation commission, approving the liquidation balance sheet.

The charter of the company may include other issues within the exclusive competence of the general meeting.

The general meeting is recognized as competent if it is attended by shareholders who, in accordance with the charter of the company, have more than 60 percent of the votes.

50. To resolve the following issues by the general meeting of shareholders, a 3/4 majority of the votes of the shareholders participating in the meeting is required:

a) changing the charter of the company;

b) making a decision to terminate the activities of the company;

c) creation and termination of activities of branches.

On all other issues, decisions are made by a simple majority of votes of the shareholders participating in the meeting.

51. Owners of registered shares are notified personally about the holding of the general meeting. In addition, a general notice must be made in the manner provided for in the articles of association about the upcoming meeting, indicating the time and place of the meeting and the agenda. The notice must be made at least 45 days prior to the convening of the general meeting.

Any of the shareholders has the right to make their proposals on the agenda of the general meeting no later than 40 days before the convening of the general meeting. Within the same period, shareholders holding in aggregate more than 10 percent of the votes may demand that issues be included in the agenda.

The General Meeting is not entitled to make decisions on issues not included in the agenda.

Shareholders may, on the basis of a power of attorney, entrust the exercise of their rights at the general meeting to other shareholders (their representatives), as well as to third parties.

Representatives may be permanent or appointed for a fixed term. The shareholder has the right to replace his/her representative in the supreme body at any time by notifying the executive body of the joint-stock company.

53. The general meeting of shareholders is convened at least once a year, unless otherwise provided by the charter of the company.

Extraordinary meetings are convened by the executive body in the presence of the circumstances specified in the charter of the company, as well as in any other case if the interests of the joint-stock company as a whole require it.

The meeting must also be convened by the executive body at the request of the supervisory board or the audit commission.

Shareholders holding in aggregate more than 20 percent of the votes have the right to demand the convening of an extraordinary meeting at any time and for any reason. If within 20 days the board has not complied with the specified requirement, they have the right to convene a meeting themselves.

54. A board of the joint stock company (supervisory board) is established in a joint stock company to exercise control over the activities of its executive body. The Supervisory Board may include representatives of the labor collective, trade unions and other public organizations.

The charter of a joint-stock company or by decision of the general meeting of shareholders may entrust the board of the joint-stock company (supervisory board) with the performance of certain functions that fall within the competence of the general meeting.

Members of the board of a joint-stock company (supervisory board) cannot be members of the executive body.

55. The executive body of a joint stock company, which manages its current activities, is the board or other body provided for by the charter. The work of the board is managed by the chairman of the board, appointed or elected in accordance with the charter of the joint-stock company.

The Board resolves all issues related to the activities of the joint-stock company, except for those that fall within the exclusive competence of the general meeting and the board of the joint-stock company (supervisory board). The General Meeting may decide to transfer part of its rights to the competence of the Board.

The Management Board is accountable to the General Meeting of Shareholders and the Supervisory Board and organizes the implementation of their decisions.

The Board acts on behalf of the joint-stock company within the limits provided for by these Regulations and the charter of the joint-stock company.

56. The chairman of the board of a joint-stock company has the right to carry out actions on behalf of the company without a power of attorney. Other members of the board may also be granted this right in accordance with the articles of association.

The chairman of the board of the company organizes the keeping of the minutes. The protocol book must be made available to the participants at any time. At their request, certified extracts from the protocol book are issued.

57. Control over the financial and economic activities of the board of a joint-stock company is carried out by an audit commission elected from among the shareholders and representatives of the company's labor collective. The number of members of the audit commission is determined by the charter. The procedure for the activities of the audit commission is approved by the general meeting of shareholders.

Audits of the financial and economic activities of the board are carried out by the audit commission on behalf of the general meeting, the council of the joint-stock company (supervisory board), on its own initiative or at the request of shareholders holding in aggregate more than 10 percent of the votes. The audit commission of the joint-stock company must be provided with all materials, accounting or other documents and personal explanations of officials at its request.

The audit commission reports on the results of its inspections to the general meeting of the joint-stock company or the board of the joint-stock company (supervisory board). Members of the audit commission have the right to participate with an advisory vote in meetings of the board.

The Audit Commission draws up an opinion on annual reports and balance sheets. The General Meeting of Shareholders is not entitled to approve the balance sheet without the opinion of the Audit Commission.

The Audit Commission is obliged to demand an extraordinary convocation of the General Meeting of Shareholders in the event of a threat to the essential interests of the joint-stock company or revealing abuses committed officials.

As already mentioned, the participants in a joint-stock company are called shareholders. Shareholders can be both individuals and legal entities. A share is a confirmation of the fact of ownership of a standard share of a company. The more shares a shareholder has, the large quantity he owns a standard share of the company.

But society itself remains indivisible. That is, a shareholder does not have the right to claim a part of his property, corresponding in value to the share of the company that he owns.

The supreme governing body of a joint-stock company is the general meeting of shareholders. It is held necessarily once a year after summing up the final results of the work in the completed fiscal year. Such meeting of shareholders is called regular.

At the next meeting, the head of the organization reports to the shareholders on the financial results of the organization.

Fiscal year is a period of financial and economic life of an organization lasting one year. Russian legislation establishes that the financial year coincides with the calendar year. That is, in Russian organizations, the financial year begins on January 1 and ends on December 31. Accordingly, regular meetings of shareholders are held in the spring, after summing up the final results of the completed financial year. If a profit is made in the completed financial year, then at their regular meeting the shareholders decide what part of the profit to pay themselves as business income, and what part to leave in the organization for its further development.

That part of the profits of a joint-stock company, which is paid to its shareholders, is called dividends.

Decisions at the meeting of shareholders are made by voting. One share has the right to one vote. The more shares a shareholder has, the more votes they will have.

The General Meeting of Shareholders may decide to refuse to pay dividends and to use profits for business development. And if the business is developing successfully, then the shareholders may decide on an additional issue of shares in order to sell them on the securities market and receive additional Money for business development.

At the general meeting, shareholders elect a board of directors, or a supervisory board.

Board of Directors (Supervisory Board)– a management body that represents the interests of shareholders in the period between general meetings. Members of the board of directors are elected at the general meeting of shareholders. The board of directors can only include individuals. The board of directors is headed by a chairman who is elected by the members of the board of directors from among them.

In addition, at the general meeting, shareholders appoint the head of the joint-stock company - the general director and determine the terms of his payment. The General Director is an employee and directly manages the joint-stock company. The General Director cannot be a member of the Board of Directors.

The governance structure of a joint-stock company can be more complex when there are two governing bodies: a sole manager - the general director and a collegial governing body - the board of the joint-stock company. The collegial nature of this body means that all its decisions are made at meetings of the board by voting. According to Russian law, the board of a joint-stock company is headed by its sole head - the general director.

For a joint-stock company, the board is an optional governing body. His task is to solve strategic business development issues, and the sole manager deals with current management issues.

The interaction of all the above governing bodies of a joint-stock company can be represented as a diagram (Fig. 1.4):

Rice. 1.4. Owners and employees of a joint-stock company

The higher the governing body (see diagram), the more global problems it deals with.

The duties and rights of the governing bodies are determined by Russian civil law, as well as the rules of a joint-stock company, which are enshrined in its documents.

The most important document of a joint stock company is its charter- this is the main internal law on the basis of which the joint-stock company carries out its activities. The charter is the development of civil legislation on the territory of one organization. The charter of a joint-stock company is approved by the general meeting of shareholders.

Legally defined management bodies of a joint-stock company

The Russian legal system for managing a joint-stock company has developed on the basis of Western legislation. Corporate governance is a method of self-government chosen by shareholders, based on a combination of organizational, legal and economic measures.

In accordance with the law, the following management bodies may be created in a joint-stock company:

General Meeting of Shareholders;
board of directors (supervisory board);
sole executive body (general director);
collegial executive body (executive directorate, board);
audit committee (auditor).

Choice of the management structure of the joint-stock company. Depending on the combination of the listed possible management bodies, a particular structure of its management can be formed by a joint-stock company.

The choice of a management structure is an important stage in the creation of a joint-stock company. Its correct choice allows reducing the possibility of conflict situations between management and shareholders, between groups of shareholders, and increasing the efficiency of management decisions. At the same time, the founders of a joint-stock company have some advantage over other shareholders. By choosing the “necessary” management structure, they can bring the level of their own rights closer to the level of their own interests. At the same time, any chosen structure of management of a joint-stock company is not “eternal” and may be changed by shareholders. The main thing is that the management of a joint-stock company must correspond to its scale and the nature of the tasks to be solved.

The statutory possibility of combining certain management units allows shareholders to choose the most appropriate scheme depending on the size of the joint-stock company, its capital structure and specific business development objectives.

The main options for managing a joint-stock company

In practice, four options for managing a joint-stock company are usually used, presented in the following figures.

In all options for managing a joint-stock company, it is mandatory to have two management bodies: the general meeting of shareholders and the sole executive body, as well as one controlling body - the audit commission. Since the task of the audit commission is to control the financial and economic activities of the company, it is usually not considered as a direct management body of the joint-stock company. However, effective management cannot be ensured without a reliable control system.

The difference between the options for managing a joint-stock company is manifested in a certain combination of sole and collegiate management bodies.

A complete three-stage structure of management of a joint-stock company. This management structure can be used in all joint-stock companies. It is characterized by the fact that it allows strengthening the control of shareholders over the actions of the management of a joint-stock company.

In accordance with the law "On Joint Stock Companies", members of the collegial executive body (management board) cannot make up more than one-fourth of the board of directors of the company.

A person exercising the functions of the sole executive body cannot be simultaneously the chairman of the board of directors of the company.

In general, management represented by the CEO and the board cannot get a majority on the board of directors (supervisory board), which increases the influence of this management body.

For credit institutions created in the form of a joint-stock company, given form management is a must. In accordance with Art. 11.1 Federal Law No. 82-FZ “On Amendments and Additions to the federal law"On banks and banking activity" by the governing bodies credit institution are the general meeting of founders, the board of directors, the sole executive body and the collegial executive body (Fig. 5).

Rice. 5

This form of organizing the management of a joint-stock company is most preferable for large joint-stock companies with a large number of shareholders.

Reduced three-level structure of management of a joint-stock company(Fig. 6). This structure, like the first one, can be used in any joint-stock companies. It does not provide for the creation of a collegial executive body and, accordingly, does not establish any restrictions on participation in the board of directors of the company's managers. It provides only for the position of the general director, whose influence both on the management of the company and on the board of directors increases, since he, in fact, alone carries out the current management of the joint-stock company.

This form is the most common management structure of a joint-stock company, since it allows to ensure the optimal ratio of control and executive management bodies.

If the charter of a joint-stock company assigns the formation of executive bodies to the competence of the board of directors, then the board of directors and its chairman receive the possibility of strict control over the executive bodies of the company. This option is more preferable for large shareholders who own a controlling stake, since it allows, without taking a direct part in current affairs, to exercise reliable control over the executive bodies of the company.

Rice. 6

Rice. 7

This management structure is used in closed joint stock companies with significant turnover and assets.

Abbreviated two-stage management structure of a joint-stock company. This structure can be used, like the previous one, only in joint-stock companies with less than 50 shareholders. It is typical for small joint-stock companies, in which a typical situation is when the general director is also the main shareholder of the company, so the simplest management structure is chosen (Fig. 8).

Rice. eight

Executive management bodies of the joint-stock company

The concept of the executive body of management

The executive management body of a joint-stock company is a body of direct management created by a decision of the general meeting and/or the board of directors, the functions of which are established by law and by the charter.

The executive management bodies of a joint-stock company shall be liable to the company for losses caused to it as a result of their actions or inaction.

Types of executive management bodies. According to the law, the executive management bodies of a joint-stock company may exist separately or simultaneously in two forms:

sole executive body of management - director, general director;
collegial executive body of management - board, directorate.

If the charter of a joint-stock company provides for the presence of both executive management bodies at once, then the competence of each of them must be clearly spelled out in the charter. The person exercising the functions of the sole executive body of management shall also perform the functions of the chairman of the collegial executive body of management.

Formation and termination of activities of executive management bodies

The executive management bodies of a joint-stock company are created by decision of the meeting of its shareholders, or these powers may be transferred to them by the board of directors.

The general meeting of shareholders or the board of directors, if the company's charter places the formation of executive management bodies within its competence, is entitled at any time to decide on the early termination of the powers of the executive body.

If the formation of executive management bodies is carried out by the general meeting, then the charter of the company may provide for the right of the board of directors of the company to decide on the suspension of the powers of the sole executive body of the company or the managing organization. Simultaneously with the adoption of these decisions, the board of directors must decide on the formation of a temporary sole executive body of the company and on holding an extraordinary general meeting of shareholders to resolve the issue of early termination of its powers and the formation of a new executive body of the company.

The creation of a temporary sole executive body of management may be dictated by circumstances when the former sole executive body of the company or the managing organization cannot fulfill their duties. In this case, the decision to create a temporary sole executive body of the company is also accompanied by the simultaneous adoption of a decision to hold an extraordinary meeting of shareholders to resolve the issue of early termination of the powers of the executive management bodies and the election of a new sole executive body of management. Decisions of the board of directors on the early termination of the activities of the sole executive body of the company and holding an extraordinary meeting to elect a new one are taken by a three-quarters majority of the votes of the members of the board of directors, while the votes of retired members of the board of directors of the company are not taken into account.

By decision of the general meeting of shareholders, the powers of the executive management body may be transferred under an agreement to a commercial organization (managing organization) or an individual entrepreneur (manager). The terms of the concluded agreement are approved by the board of directors of the company.

With regard to certain types of joint-stock companies, it is stipulated that only the managing organization can be the executive management body. Thus, according to paragraph 7 of the Decree of the President of the Russian Federation of February 23, 1998 No. 193 “On the further development of the activities of investment funds”, only a legal entity with the appropriate license from the Federal Financial Markets Service can be the manager of an investment fund.

Competence of the general director of the joint-stock company. The general director acts on behalf of the joint-stock company without a power of attorney, including:

ensures the implementation of decisions of the general meeting;
carries out operational management of the company's activities;
carries out current planning;
draws up and approves the staff list;
hiring and firing employees;
issues orders and directives;
enter into contracts, agreements, contracts, open accounts, issue powers of attorney, carry out material and financial transactions in an amount not exceeding 25% of the value of the joint-stock company's assets;
makes claims and lawsuits on behalf of the company, etc.

Election of the CEO

The General Director may be elected (appointed) by the General Meeting of Shareholders or the Board of Directors. The method of electing the general director must be reflected in the charter of the joint-stock company.

If the general director is elected by the general meeting of shareholders, his position becomes more stable. In this case, his term of office may be up to five years.

If the General Director is elected by the Board of Directors, the Board of Directors has the right to decide on the annual appointment of the General Director and early termination of his powers. Under this option, the term of office of the CEO is one year. He is re-elected annually along with the board of directors.

Candidates for the position of General Director can be nominated by shareholders who own at least two percent of the company's voting shares. The charter or other document of the company may establish a different percentage of voting shares. One application may contain no more than one candidate. Proposals with candidates must be submitted no later than 30 calendar days after the end of the financial year preceding the year in which the current CEO's regulatory authority expires. The Board of Directors is obliged to consider the applications received and make a decision to include the proposed candidates in the list of candidates for voting on the election of the General Director or to refuse it no later than 5 working days after the deadline for submitting applications. The voting list includes only those candidates who have confirmed in writing their consent to run for the position of General Director. Elections are held by separate voting for each candidate. When voting, shareholders cast their votes for only one candidate or vote against all. The candidate who receives, firstly, the majority of votes of the shareholders participating in the meeting, and secondly, the largest number of votes relative to other applicants, is considered elected. If none of the candidates received a majority of votes, then the elections are recognized as not having taken place, which means the prolongation of the powers of the previously acting general director.

Board of joint-stock company

The Management Board is the collegial executive body of the joint-stock company. Together with the General Director, it carries out the current management of the activities of the joint-stock company.

The competence of the board usually includes:

ensuring the implementation of decisions of the general meeting;
organization of operational management;
development of work plans for the quarter, half year, etc.;
financial and tax planning;
development of the current economic policy of the joint-stock company, etc.

The Board is elected for a term of one year. As a rule, persons holding key positions in a joint-stock company are elected to its composition: financial director, chief economist, Chief Engineer etc. The law does not determine how the board is elected.

1. The supreme governing body of a joint stock company is the general meeting of its shareholders.

The exclusive competence of the general meeting of shareholders includes:

1) changing the charter of the company, including changing the size of its authorized capital;

2) election of members of the board of directors (supervisory board) and the audit commission (auditor) of the company and early termination of their powers;

3) formation of the executive bodies of the company and early termination of their powers, if the company's charter does not refer these issues to the competence of the board of directors (supervisory board);

4) approval of annual reports, balance sheets, profit and loss accounts of the company and distribution of its profits and losses;

5) decision on reorganization or liquidation of the company.

The law on joint-stock companies may also include the resolution of other issues within the exclusive competence of the general meeting of shareholders.

Issues referred by law to the exclusive competence of the general meeting of shareholders cannot be transferred to them for decision by the executive bodies of the company.

2. In a company with more than fifty shareholders, a board of directors (supervisory board) is created.

If a board of directors (supervisory board) is established, the charter of the company in accordance with the law on joint-stock companies must determine its exclusive competence. Issues referred by the charter to the exclusive competence of the board of directors (supervisory board) cannot be transferred to them for decision by the executive bodies of the company.

3. The executive body of the company may be collegiate (board, directorate) and (or) sole (director, general director). He carries out the current management of the company's activities and is accountable to the board of directors (supervisory board) and the general meeting of shareholders.

The competence of the executive body of the company includes the resolution of all issues that do not constitute the exclusive competence of other management bodies of the company, determined by law or the charter of the company.

By decision of the general meeting of shareholders, the powers of the executive body of the company may be transferred under an agreement to another commercial organization or an individual entrepreneur (manager).

4. The competence of the management bodies of a joint-stock company, as well as the procedure for making decisions by them and speaking on behalf of the company, are determined in accordance with this Code by the law on joint-stock companies and the charter of the company.

5. A joint-stock company, which is obliged in accordance with this Code or the law on joint-stock companies to publish for public information the documents specified in paragraph 1 of Article 97 of this Code, must annually engage a professional auditor who is not connected by property interests with society or its members.

An audit of the activities of a joint-stock company, including one that is not obliged to publish these documents to the public, must be carried out at any time at the request of shareholders whose aggregate share in the authorized capital is ten or more percent.

The procedure for conducting audits of the activities of a joint-stock company is determined by law and the charter of the company.

Joint-stock companies have a 4-level management scheme. 62. superior governing body is the general meeting of shareholders, which is held once a year. The General Meeting is recognized as competent if it is attended by shareholders who have more than 60% of the votes. The meeting of shareholders determines the main directions of the company's activities, approved in the charter. Critical Issues activities of the joint-stock company are decided by a simple majority of votes, which is 75% of the votes. All shareholders have the right to take part in the meeting, they vote when making decisions on the principle of "one share - one vote".

62. The supreme governing body is the General Meeting of Shareholders, which is held once a year. The General Meeting is recognized as competent if it is attended by shareholders who have more than 60% of the votes. The meeting of shareholders determines the main directions of the company's activities, approved in the charter. The most important issues of the joint-stock company's activities are resolved by a simple majority of votes, which is 75% of the votes. All shareholders have the right to take part in the meeting, they vote when making decisions on the principle of "one share - one vote".

63. Supervisory Board consists of the founders of the joint-stock company. In a joint-stock company with more than 50 shareholders, the creation of a supervisory board is mandatory. The Supervisory Board works between the meeting of shareholders and resolves all issues, except for those that are within the exclusive competence of the meeting of shareholders. The Supervisory Board is headed by the President of the Joint Stock Company or the Head of the Board of Directors.

General Directorate (Board) is the executive body of the joint-stock company and organizes the implementation of the decisions of the supervisory board. The General Directorate (Board) resolves current issues of the joint-stock company's activities.

64. Audit Commission exercises control over the financial and economic activities of the joint-stock company. The commission is elected from among the members of the joint-stock company at the general meeting of shareholders.

AO Board

The Board of the JSC is an executive body that carries out current, operational management of the affairs and represents the interests of the company in the external relations of the JSC. The Management Board is accountable to the Board of Directors (Supervisory Board) and the General Meeting of Shareholders. The work of the Management Board is headed by the General Director and controlled by the Board of Directors of the company.

The main goal of this management body is to increase the profitability of the company based on the implementation of the economic policy developed by it.

The Management Board manages and independently manages all the affairs, property and funds of the company, except for those that, according to the prescription of the current legislation, the charter of the company or resolutions of the General Meeting of Shareholders, are referred to the exclusive competence of other management bodies.

The powers of the Management Board include the free choice of the scope of the company's activities within the limits established by the charter and decisions of the General Meeting of Shareholders of the company. It forms the production program and determines the volume of production: selects suppliers and consumers of the company's products; determines the procedure and conditions for the sale of products. The Board may sell products, works, services, production waste of the company at prices and tariffs established independently or on a contractual basis, and in cases provided for by law, at state rates.

66.Characteristic features of LLC:

Features of a limited liability company, what distinguishes it from other organizational and legal forms is the division of its authorized capital into shares. The size of such shares must correspond to the ratio of the nominal value of the share and the authorized capital and be expressed as a percentage or as a fraction, for example: 50% of the authorized capital or 1/3 of the authorized capital of the company.

§ An LLC can be established by one person who becomes its sole member. An LLC cannot have another economic company consisting of one person as the sole participant.

§ The number of participants in an LLC must not exceed fifty. If the number of LLC participants exceeds the specified limit, the LLC must be transformed into an open joint-stock company or a production cooperative within a year.

§ The authorized capital of an LLC is made up of the nominal value of the shares of its participants.

§ The authorized capital of an LLC determines the minimum amount of its property that guarantees the interests of its creditors. A contribution to the authorized capital of an LLC can be money, securities, other things or property rights or other rights having a monetary value.

§ The founding document of an LLC is the Articles of Association of the company.

§ A participant in an LLC has the right to withdraw from an LLC at any time, regardless of the consent of its other participants, if this right is provided for by the Charter of the company.

§ An LLC is obliged to pay the participant who submitted an application for withdrawal from the LLC the actual value of his share or give him property of the same value within three months from the date of the occurrence of the corresponding obligation, while the actual value of the share is determined on the basis of the company's financial statements for the last reporting period preceding the day of filing an application for withdrawal from the company

In addition, a distinctive feature of a limited liability company is the management structure legal entity, so the governing bodies of an LLC are, as a rule, a meeting of participants and an executive body (sole, for example, the General Director, or collegiate - the board, directorate), the charter of an LLC may provide for a board of directors (as a rule, the board of directors in an LLC is not used ).

LLC management system

The governing bodies of an LLC are:
1) general meeting of participants of the company;
2) the board of directors (supervisory board) of the company;
3) sole and collective executive bodies of the company.

The supreme body of an LLC is the general meeting of its participants, which may be regular or extraordinary. The next general meeting of the company's participants is held within the time limits specified by the charter of the LLC, but at least once a year. An extraordinary general meeting is held in cases specified by the charter of the LLC, as well as if its holding is required by the interests of the company.

In order for management activities to be carried out well, a number of conditions must be met:

The subject and object of control must correspond to each other. If they cannot understand each other in the process of work, then they will not realize their potential. So, if the leader and the subordinate are not psychologically compatible, then conflicts will begin between them, which will have a bad effect on the results of work.

The subject and object of management must be independent. The subject of management is not able to foresee all the interests of the object and possible options his actions in different situations. When people with their own views on the situation, aspiration, thinking are the object of management, they should be able to realize their capabilities in practice. In the absence of such an opportunity, people either suppress their activity or try to get their opinion.

The subject and object of management should be interested in a clear interaction; one - in the return of the necessary commands, the other - in their timely execution

Meeting of LLC members.

A meeting of participants is considered authorized if it is attended by participants (representatives of participants) who own in aggregate more than 60 percent of the votes, and on issues requiring unanimity - all participants

The competence of the general meeting of participants in an LLC is determined by the charter. The exclusive competence of the general meeting of participants includes:

1. determination of the main activities of the LLC, as well as making a decision on participation in associations and other associations of commercial organizations;

2. changing the charter of the LLC, including changing the size of the charter capital of the LLC;

3. amendments to the memorandum of association;

4. formation of the executive bodies of the LLC and early termination of their powers, as well as the adoption of a decision on the transfer of powers of the sole executive body of the LLC to a commercial organization or an individual entrepreneur (hereinafter referred to as the manager), approval of such a manager and the terms of the contract with him;

5. election and early termination of the powers of the audit commission (auditor);

6. approval of annual reports and annual balance sheets;

7. making a decision on the distribution of net profit between the participants of the company;

8. approval (acceptance) of documents regulating the internal activities of the LLC (internal documents of the LLC);

9. decision-making on the placement of bonds and other issue-grade securities;

10. appointment of an audit, approval of the auditor and determination of the amount of payment for his services;

11. making a decision on the reorganization or liquidation of the LLC;

12. appointment of a liquidation commission and approval of liquidation balance sheets;

The next general meeting of LLC participants is held within the time limits specified by the charter, but at least once a year. The next general meeting of LLC participants is convened by the executive body of the LLC.

An extraordinary general meeting of participants in an LLC is held in cases specified by the charter of an LLC, as well as in any other cases if such a general meeting is required by the interests of the company and its participants. An extraordinary general meeting of participants in an LLC is convened by the executive body on its initiative, at the request of the board of directors (supervisory board), the audit commission (auditor), the auditor, as well as participants in the LLC who in aggregate have at least one tenth of the total number of votes of participants in the LLC.

LLC Directorate.

In a limited liability company, an executive body is created: collegiate (management) or sole (director). The Directorate is headed by the General Director. Members of the executive body may also be persons who are not members of the company. The management (director) resolves all issues of the company's activities, with the exception of those that belong to the exclusive competence of the meeting of participants. The meeting of participants in the company may decide to transfer part of the powers belonging to them to the competence of the directorate (director). The management (director) is accountable to the meeting of participants and organizes the implementation of their decisions. The management (director) is not entitled to make decisions that are binding on the participants of the company. The directorate (director) acts on behalf of the company within the limits established by law and constituent documents. The General Director has the right to perform actions on behalf of the company without a power of attorney. Other members of the board may also be entitled to this right. The general director (director) cannot be the chairman of the meeting of the company's participants at the same time.

Audit Commission LLC.

Exercising control over the financial / economic activities of the joint-stock company is elected from among the shareholders.

Control over the activities of the directorate (director) of a limited liability company is carried out by the audit commission, which is created by a meeting of the company's participants from among them, in the number provided for by the constituent documents, but not less than 3 people. Members of the directorate (director) cannot be members of the audit commission.

Checking the activities of the directorate (director) of the company is carried out by the audit commission on behalf of the meeting, on its own initiative or at the request of the company's participants. The Audit Commission has the right to demand that the company's officials provide it with all the necessary materials, accounting or other documents, and personal explanations.

The audit commission reports the results of its inspections to the supreme body of the company. The Audit Commission draws up a conclusion on annual reports and balance sheets. Without the conclusion of the audit commission, the meeting of the company's participants does not have the right to approve the balance sheet of the company. The Audit Commission has the right to raise the issue of convening an extraordinary meeting of participants if a threat to the essential interests of the company has arisen or abuses of the company's officials have been revealed.