The most popular forms of ownership of legal entities carrying out entrepreneurial activities on the territory of the Russian Federation are limited liability companies. The definition of "limited liability" implies the liability of the founders, which would arise in the event of the bankruptcy of this legal entity.
Liability of founders for LLC debts
The issues of the status of legal entities and their responsibility for the assumed obligations are regulated by the Civil Code of the Russian Federation. The obligations in the civil law sphere are set out in this document in sufficient detail, but most of the questions arising from the founders concern tax arrears, which are regulated by Article 49, paragraph 2 of the Tax Code of the Russian Federation.
As follows from these documents, in the event of the liquidation of a Limited Liability Company, this legal entity must answer for civil obligations and pay off debts for taxes, penalties and fines in full. But, if the Company does not have enough own funds, the rest of the debt is paid off by the founders in proportion to their shares in the authorized capital. In this case, the repayment of debt can occur, including the personal property of individuals.
According to the main law governing the activities of LLC - No. 14 - FZ "On Limited Liability Companies" dated February 8, 1998, the participants are not liable for the debt obligations of the legal entity they founded, and the risk of losses is divided between them within the value of the contribution of each of them to authorized capital. Thus, the responsibility of the founders for the debt obligations of the Company is excluded, one of the characteristic features of which, as a legal entity, is independent responsibility. It is provided by the property owned or operated by this LLC.
Exceptions provided by law
But there are exceptions when the founder may be required to answer the debts, both for tax and for the rest. This can happen if the participant is found guilty, for example, of willful bankruptcy or of the actions that led the company to this. But in this case, the collection of evidence confirming the guilt of the participant or several participants is entrusted to creditors or tax authorities, those organizations that are interested in the bankrupt society to pay off their debts. In the case when the fault lies with several participants, those of them who have already left the company before it began bankruptcy or liquidation proceedings can also be brought to subsidiary liability for debts. In all other cases, the founder will not have to answer for the debts of the legal entity.
