Functional responsibilities and powers of the general director of the LLC. Job responsibilities of the General Director of LLC

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General Director is one of the important and responsible positions. However, sometimes it is not clear to us what duties, rights and responsibilities a given person has. And finally, what about functions? general director? We will analyze all this further in the article.

Who is he - the CEO?

General Director is the head of the production and economic sphere of an organization or enterprise. An important aspect to note is that despite his broad powers, he is not the actual owner of the company, but an employee. The owner of this type of corporation is the board of founders, the meeting of shareholders. The position is characterized by a large and widespread degree of responsibility:

Behind efficient use and the general safety of the company's property.
For all the decisions he made and their consequences.
For the results of the organization, enterprise in the financial and economic aspect.

The main function of the general director is the overall management of the production and economic activities of the company. The position is typical for any large company, joint stock company. Both in Russia and throughout the world, it is one of the most paid, promising and motivating.

From the history of the position

Workers of this kind first appeared in Russia back in the 18th century. Managers of industrial factories had responsibilities similar to general directorships. Their functions were similar to those of the general director of an LLC - responsibility for administrative, financial, production part. At the same time, managers were also just employees.

Requirements for a specialist

There are corresponding requirements for those holding a high position. Here are the points that a person performing the functions of general director must meet:

Availability of specialized higher education, corresponding to the main activity of the enterprise, firm, - legal, economic, technical, etc.
Experience in a leadership position. Typically a minimum of 2 years.
Experience in the area in which the corporation's main activities relate.
Excellent knowledge of regulations and legislative acts that are related to the performance of the functions of the General Director.
Confident product knowledge modern technologies- PC, instant messengers, Email, professional programs, etc.

General provisions of the job description

Let's present the main provisions from the document regulating the activities of the general director:

The main path of the employee is the management of the economic, production and economic and financial activities of the company.
In his actions, the General Director relies on the legislative acts of the Russian Federation, internal regulatory documentation, the charter of an organization or enterprise, as well as on employment contract And job description.
The full responsibility of an official extends to the results of his decisions, the effective use and safety of the company's property, and the economic and financial results of its work.
Directly reports to the meeting of shareholders and the board of directors.
During the absence of the general director from his post, his functions are temporarily performed by an employee holding another management position, by order of the company's board.
In his activities, the official is guided by the following: all-Russian legislative acts, the corporation's charter, internal regulations, internal labor rules, decisions of the board of directors and the general meeting of shareholders, as well as other regulatory rules of the company.

Functions of the General Director

The content of this section largely depends on the specifics of the company’s activities. But the general, main functions of the general director are as follows:

Management of financial activities and economic work of the company in accordance with the adopted charter.
Such an organization of the activities of the entire structure that allows the efficient use of the labor of all its branches.
Guaranteeing compliance with the law in the functioning of an organization or enterprise.
Timely and complete implementation of instructions from the founders, board of directors, shareholders (depending on the form of organization of activities).

Responsibilities of an official

We continue to examine the functions and responsibilities of the CEO. The latter include the following:

Management of the company's activities - financial and economic.
Organizing the work of the entire structure in such a way that each of its “cogs” brings a certain result for the system.
Responsibility for fulfilling the entire list of the organization’s obligations to creditors.
Ensuring the preparation of the required reporting forms, as well as the organization of accounting.
Issuing orders, taking measures to ensure that all property necessary for the company’s activities appears on the company’s balance sheet.
Ensuring the safety of the property of a corporation or company.
Issuing orders, taking measures to provide the enterprise and organization with qualified workers and employees.
Ensuring the interests of the company in legal proceedings.
Implementation of a set of measures to monitor employee compliance with job duties, regulatory documents organization, necessary all-Russian legislative acts.
Work to monitor the implementation of decisions of the meeting of shareholders and the board of directors.
Providing reports, publications and other information on the company’s activities to audit commissions, the board of directors, and shareholders’ meetings.

Functions of the general director of LLC

Let's talk in more detail about the financial and economic head of a limited liability company. The decision on his appointment is the prerogative of the sole participant of the LLC or the general meeting of founders.

When changing officials, the participation of the previous general director is not required. The new official will be an applicant to the Federal Tax Service, where this kind of change is registered.

The functions of the general director here have something in common with the general ones - for an enterprise, a joint-stock company, a large corporation:

General leadership structure.
Representative of the company in its interaction with third parties.
With his visa he enters into force contracts, accounting reports, and other important documentation.
The right of first signature of the entire series of payment documents.
In some cases, it has the sole right to sign bank payment papers.
At his own discretion, he issues powers of attorney to officials who represent the interests of the LLC entrusted to him in various areas.
Certifies his signature at the bank where the company's current account is opened.

Manager's rights

We looked at what functions the general director performs. It is also important to know the list of rights on which it is based work activity:

Draw up and sign documentation within the limits of your competence.
Make decisions within the authority of the CEO.
Represent the interests of the entire company when interacting with other organizations.
Terminate and conclude contractual documents on behalf of the entire company, corporation - business, labor, etc.
Open company current accounts in banking and credit institutions.
Endorsement (sign, approve) staffing table company rules working day and other local (internal) structure documents.
Perform transactions with both cash and property of an organization or enterprise.
Hire and fire workers and employees.
Involve employees in various types responsibility - disciplinary, administrative, etc.
Determine the accrual system, payment procedure, amount wages and other forms of material incentives for employees.
Prepare and submit a number of issues for general discussion by the board of directors and shareholders’ meeting.

Responsibility of an official

In addition to the rights, duties, and functions of the general director of an enterprise, there are also prescribed standards of responsibility. According to the law, they can be as follows:

Responsibility to the company both for one’s actions and inaction, which led to losses and additional expenses.
Responsibility for disclosure of data containing commercial or official secrets.
Responsibility for negligent, untimely, incomplete performance of duties and functions of the general director of the company, as well as for failure to fulfill them.

Wage level

One of the most elusive characteristics is that you cannot predict the level of your income if you take the CEO’s chair. It is only known that in Russia the minimum wage for such a person is 60 thousand rubles per month. On average, the official income of the general director is about 250 thousand rubles per month. The very top numbers can be quite exorbitant for a mere mortal.

However, not everyone who is intimately familiar with the level of responsibility of this person will strive to occupy such a position. High level The CEO's salary is justified by his enormous responsibility for the results of his own decisions. This post is occupied by professionals armed with many years of experience in management and work in the company's specialization, talented and risk-taking managers, educated, responsible people.

Related positions

General Director large enterprise- a very responsible position involving the performance of a variety of functions. This is why managers often need an assistant with slightly less authority or in their entire team.

Typically the following positions are entered:

Deputy, chief assistant. The main functions of the Deputy General Director are comprehensive work with staff, fulfilling the latter’s duties in case of unforeseen situations.
Financial Director. Responsible for economic activities, cash flows.
Commercial Director. His element is promotion, marketing, sales department, and logistics.
Executive Director. Another responsible position. His prerogative is financial and administrative control, interaction with subcontractors, suppliers, and organization of the document flow process.

Thus, the CEO is one of the most promising, highly paid hired positions. Its essential feature is a high degree of responsibility both for one’s decisions and for the overall results of the company’s activities.

A limited liability company is an organization that can be created by one or more owners. Moreover, it is managed not by the owner, but by the general director, who is an employee and appointed by the highest governing body - the Council of Founders. In addition, this same council can also be created by the Board of Directors or the Management Board of the company, but this is not necessary.

Another managing or even controlling body of an LLC is the Audit Commission. It is designed to track financial activities enterprises and ensure the complete safety of any property on the company’s balance sheet. Commission members are appointed general meeting founders.

LLC managers and the responsibilities assigned to them

The directors of a limited liability company can be considered the director of the company and all his deputies, as well as Chief Accountant. If an organization carries out any kind of activity on the market production activities, then the chief engineer also belongs to the management.

Each of the above managers can be responsible for the activities of the LLC only within the scope of their competence. That is, if the chief accountant is to blame for the losses caused to the company, then he will have to answer, and not, for example, the deputy director or chief engineer.

The main penalties for activities that result in losses or bankruptcy of the company include reprimands, compensation for damages through deductions from wages or one-time payment of debt, and dismissal. However, all the nuances of imposing penalties are determined by the company’s charter. Or judicial authorities, if it comes to trial.

What are the penalties for the CEO?

Regardless of the number of founders, as well as members of the management team, the activities of the LLC should be managed by only one person - the general director, appointed by the general meeting of the founders. Its task is to carry out operational management, monitor all aspects of business activities.

What actions are the CEO responsible for in 2018-2019?

Current legislation provides several options for answering this question:

negligent attitude towards one's official duties;
any acts that are criminal in nature. IN in this case provides for criminal liability of the general director;
actions that violate the provisions of the charter of a limited liability company;
joint punishment together with deputies, chief accountant or chief engineer.

In short, the liability of the general director arises when the directors of the LLC commit any actions that ultimately lead to the company causing losses, bankruptcy, or involvement in any criminal cases.

Types of responsibilities of the General Director

To understand what exactly the CEO faces in any of the above cases, let’s take a closer look at all the types of liability provided for him:

Material. Occurs in a situation where an LLC suffers losses due to poor management. In this case, the general director bears the obligation to compensate for damages or subsidiary liability for the company’s debts arising due to lost profits by management.
Administrative, which can be imposed both directly on the general director and on the company itself. In the vast majority of cases, it provides for fines, the amount of which depends on the severity of administrative offenses and can range from 5 to more than 200 thousand rubles (such large sanctions are applied mainly only in cases of violation of legal requirements regarding currency transactions).
Criminal liability that can be applied to the general director for committing offenses that are in one way or another related to violations of the rights of citizens, or for serious economic crimes. Provides for particularly large fines or prison terms.

Does the old director of the LLC bear any responsibility?

If after the dismissal of the general director (it doesn’t matter at all, according to him) own initiative or the initiative of the Council of Founders) illegal acts, illegal transactions, operations aimed at tax evasion are revealed, the old manager can be brought to either criminal or civil liability. That is, dismissal from office does not mean forgiveness of all sins.

However, the legislation provides for statutes of limitations, after which the general director who has left his post cannot be held accountable. They are:

for minor offenses – 24 months;
for crimes of average gravity – 6 years;
for serious crimes – 10 years.

Current legislation covers all aspects of human life, stipulates standards of behavior and responsibility for their violation. The number of existing laws, by-laws and regulations is so large that even an experienced specialist can find it difficult to navigate them. Ordinary citizens in best case scenario They simply won’t know what to do in a given situation. In the worst case, it is possible to make the wrong decisions, which can only aggravate the situation and significantly complicate the way out of a difficult situation.

The traditional way to get help from specialists in such cases is legal advice. A lawyer, like no one else, understands current legislation, its nuances and current changes. In addition, it is the lawyer who is able to explain to an ordinary person the meaning of this or that article of the law, the scope of its application and the consequences of this. Development information technologies was the reason for the emergence of such a type of legal assistance as free online legal consultations by telephone. On the website, anyone can get full legal advice. To do this, just call the specified phone number. The advantages of this method of consulting are obvious: Accessibility. At any time of the day or night, any day of the week, specialists are ready to answer all questions. To receive advice, you do not need to specifically visit the offices of law firms or waste time waiting. Mobility. Most often, a person needs prompt advice on legal issues. In such a situation, a traditional consultation is impossible, as it will entail a loss of time. Online consultation by phone does not have this drawback, since it is available not only at any time, but from anywhere. To do this, just access the Internet from any device that supports this feature. High quality consultations. The qualifications of lawyers allow them to quickly answer most questions posed. In cases where situations of increased complexity are being considered, the specialist may need additional time to become familiar with the nuances of the case and the relevant articles of legislation. Lack of registration on the site. If for some reason a person does not want to introduce himself by his real name, he can choose any name or pseudonym he likes for communication. Your real name and surname may be needed when drawing up official statements, lawsuits, etc.. In addition to direct responses to questions asked lawyers will suggest the correct course of action in a given situation. Experts will answer questions in such areas of law as: Family law. We consider any issues of marriage and divorce, division of property, drawing up a marriage contract, statements of claim, and so on. Tax law. The lawyer will answer any questions related to taxation, payment of taxes and fees, tax benefits. If necessary, he will also help you draw up necessary documents(for example, filling out a tax return). Labor legislation. The specialist will answer any questions related to the interpretation and application of the articles Labor Code and other regulatory and legislative acts (hiring, dismissal, granting leave and others). Criminal and criminal procedural legislation. This is one of the most complex areas of law, so consultations on these issues are carried out by the most experienced lawyers. In addition to consulting, they will help draw up statements of claim to supervisory, appeal and cassation authorities. Insurance and transport legislation. IN Lately– This is one of the most popular areas of law for consultation. Experienced lawyers will answer any questions regarding the use of vehicles, their insurance and liability for violations of relevant articles of law. Housing legislation. All issues related to the acquisition, sale, exchange, donation of real estate, as well as any controversial issues related to this, are subject to consideration. In addition, free online legal consultation can be conducted on issues related to consumer protection, land legislation and any other areas of jurisprudence. In some cases, the first place in importance is the promptness of obtaining competent legal advice. In such situations, it is difficult to overestimate the importance of the 24-hour online legal consultation services that the site provides.

General Director of an organization is the most commonly used title in Russia for the position of the head of a business company, i.e. sole executive body. The name of the sole executive body may be designated as General Director or Director, President. Although in practice, the most familiar and widespread is “General Director”.
All activities, as well as its competence, are regulated by the Legislation of the Russian Federation and Federal Laws (responsibility and competence) of the sole executive body of the organization is regulated Russian legislation, in particular the Federal laws on various forms commercial organizations.

The General Director is elected by the general meeting of participants, unless these powers are transferred to the board of directors. To elect a director, all founders, and subsequently participants, must vote 100% of the votes at the general meeting, then register the documents in tax office and appoint the director to the position of internal personnel. The director must be elected for the period specified in the charter (Clause 1, Article 40 of the LLC Law). But, as a rule, the director is elected for an indefinite term, that is, indefinitely.

The director can be not only one of the LLC participants, but also any other person, both a citizen of the Russian Federation and a non-resident. When checking such a person before appointment to a position, it is necessary to find out whether he is not limited in his legal capacity and whether he is not deprived of the right to occupy such an important position.

The director acts on behalf of the LLC from the date indicated on the decision of the participant/s to take up the position, without waiting for the registration of changes and the entry of new information about him into the register of legal entities (hereinafter referred to as the Unified State Register of Legal Entities) (decision of the Supreme Arbitration Court of the Russian Federation dated May 29, 2006 No. 2817/06, resolution of the Presidium of the Supreme Arbitration Court of the Russian Federation dated February 14, 2006 No. 12580/05, FAS Volga-Vyatka District dated May 17, 2011 in case No. A43-20149/2010 and FAS East Siberian District dated February 17, 2010 . in case No. A19-13351/09-5). But not many agent companies with which the organization works, and in particular the bank where the LLC account is opened, will agree to draw up documents for the new director and accept documents signed by him from the organization. Therefore, there is disagreement here. On the one hand, he is already a director, since a meeting of participants was held and a general director was elected, and on the other hand, he has not yet been registered with the tax office and this cannot be confirmed by an extract from the Unified State Register of Legal Entities, which is requested by numerous state authorities. bodies and various organizations with which the Society is in contact.

Having figured out who the general director is, you should determine what functions he is endowed with, what responsibilities he has, and most importantly, what requirements are placed on him.

Circle possible responsibilities general director
(sole executive body):

Organization, coordination and control of the organization’s economic activities;

Organization of interaction between various structural divisions company (departments and subdepartments);

Enterprise development planning, as well as their implementation and execution;

Ensuring effective document flow in the organization.

Possible requirements for the General Director:

Higher education (often required in economics, law or management, or corresponding to the profile of the company);

Experience in a managerial position for at least 2 years;

Experience in a field relevant to the company's activities;

Knowledge of regulations and legislation;

PC knowledge.

These are just approximate requirements that, as a rule, are presented to the head of the Company. At the same time, their circle can change and increase depending on the degree of interests and needs of business owners.

Manager skills and knowledge:

Must have knowledge in the field of company management;

Understand the company's development prospects;

Be able to work with and manage a team.

Due to the fact that the position of a director is very important and he has his own responsibility both to the team and the owners of the company, and to the state.

Manager's responsibilities:

The General Director must always act in the interests of the Company and conscientiously perform his functions as a board. He is responsible for losses that may arise due to his inaction and/or incompetence. In addition, according to Part 1 of Article 277 of the Labor Code of the Russian Federation, the head of the organization bears full financial responsibility for direct actual damage caused to the organization. In cases provided for by federal law, the head of the organization compensates the organization for losses caused by his guilty actions or inaction in general.

Administrative liability is established by the Code of the Russian Federation on Administrative Offenses or the laws of the constituent entities Russian Federation on administrative offenses for committing administrative offenses. Administrative responsibility is established both for the Company itself and for the General Director himself. The imposition of an administrative penalty does not relieve the guilty individual from administrative liability for this offense, nor vice versa.

During the activities of the organization, the general director, however, like other officials working for the company, has the right to resign. The only nuance when dismissing a director is that in addition to registering his dismissal in the company according to all internal documents, his dismissal should be registered with the tax office, since information about him is reflected in the Unified State Register of Legal Entities.

And in order to fire him, a new person must be elected to his position. To do this, you need to prepare the relevant documents and go through a number of procedures to change of LLC director .

Check it out also.

The activities of a Limited Liability Company are regulated by Federal Law No. 14-FZ dated 02/08/1998 “On Limited Liability Companies”, as well as the provisions of the Civil Code of the Russian Federation.

Paragraph 1 of Article 56 of the Civil Code of the Russian Federation determines that a legal entity is liable for its obligations with all its property. The second paragraph of this article states that the founder (participant) legal entity or the owner of its property is not liable for the obligations of the legal entity, and the legal entity is not liable for the obligations of the founder (participant) or owner, except for cases provided for by this Code or other law.

If we rely on Article 56 of the Civil Code of the Russian Federation, it is quite clear that a legal entity, as an independent economic entity, is independently responsible for its debts and obligations, and the founder is independently responsible for his. And how to find the line between the responsibility of the founder of the Society and the Society itself? In order to understand in more detail and try to distinguish between the responsibilities of the founder and the general director (director) of the Company, first you need to understand the difference between these two terms.

So, the founder is the person who decided to create an LLC, in other words, who “founded” the Company. Having decided to establish a Company, its founder accepts the Charter, makes (pays) his first contribution to the Company in the form of authorized capital, and, of course, determines who will manage his Company. In practice, when registering an LLC, there are increasingly cases where the sole founder simultaneously assumes the functions of the sole executive body - the director of this LLC. In accordance with the legislation of the Russian Federation, he has the right to issue an order to impose obligations on maintaining the Company's accounting records. The law determines that any capable individual, both Russian and foreign citizenship, can establish a Company. The founder may also be another legal entity. The rights and obligations of the founder are regulated by its constituent documents, primarily the Charter of the Company.

Director of the Company– any individual, both the founder himself and an independent person appointed to the position by decision of the founder of the Company. The head, director of the Company is appointed for one sole purpose - management of the current activities of the legal entity. Director of the Company is a person who has the right to act without a power of attorney on behalf of and in the interests of the Company.

Property liability of the founder of the Company

Having defined the concepts of “founder” and “director” of the Company, let’s try to analyze the individual responsibility assigned to them for the Company’s debts.

Legal liability of owners and participants entrepreneurial activity divided into types:

material or property(liability of a participant (founder) of the Company within the authorized capital. In other words, if the Company’s debts to creditors and counterparties significantly exceed the actual value of the authorized capital and property owned by the Company, then the owner (founder) of such a Company has the right not to cover the difference in debt with personal funds or personal property.
administrative(responsibility of the founders for committing administrative offenses committed by them in the performance of duties related to the registration of the Company (violation of the law on advertising, intellectual property, carrying out activities without a license, etc.);
subsidiary(liability in the form of additional punishment of persons who may be subject to penalties on an equal basis with a debtor who is unable to independently repay his debts);
criminal(liability of the founder (participants) of the Company for deliberately conducting unfair business activities, the losses of which amount to more than 250,000 rubles).

Federal Law of 02/08/1998 No. 14-FZ “On Limited Liability Companies” determines that a participant in the Company is liable in the amount of his share in the authorized capital of the Company, and is equally liable for the debts and obligations of his Company only within the framework of the authorized capital he once paid. Thus, the material (property) liability of a participant (founder) of the Company is valid only until the moment the Company carries out its activities, even in a sluggish current manner, but if taxes are paid and debts are paid, the Company is considered operating. But if the Company is at the stage of bankruptcy or liquidation, or even worse, already in the process, the founders may be brought to a subsidiary type of liability, as well as to additional liability.

If several founders participated in the creation of the Company, then they have joint liability until the time of registration of the Company and only for the obligations associated with its establishment. Because, after the Company is registered in the United state register legal entities (Unified State Register of Legal Entities), everyone participating in the establishment of this Company becomes its participants and assumes the responsibility provided for by the Charter of the Company and the current legislation of the Russian Federation. And as already mentioned just above, the participants of the Company are liable only to the extent of their share in the authorized capital of this Company and the value of the property owned by it. That is, if the share of a member of the Company is equal to three or five thousand rubles, then the liability of such a participant will not exceed the specified amount.

The liability of the founder for the debts of a legal entity to the state is also prescribed by law. So, according to Article 49 of the Tax Code of the Russian Federation, if Money the liquidated organization is not enough to fulfill in full the obligation to pay taxes and fees, penalties and fines; the remaining debt must be repaid by the participants of the said organization.

The possibility of repaying the Company's obligations at the expense of the personal funds of the owner (participant, founder) is provided for by Federal Law No. 127-FZ dated October 26, 2002 “On Insolvency (Bankruptcy)”. According to the amendments made to the said Law on June 5, 2009 (the current version of the Federal Law), creditors have the right to bring financial liability founder (participant) of the Company, as well as other senior officials of the Company (general director, director, chief accountant, manager, etc.), in the presence of the following circumstances:

the founder made a decision regarding the activities of the Company, the implementation of which brought losses to counterparties and creditors of this Company;
the founder approved a decision, the execution of which resulted in the bankruptcy of the Company or influenced its course;
the founder (general director, chief accountant) did not ensure appropriate management and safety tax reporting and accounting documentation of the Company;
the founder and/or director of the Company did not submit an application to the arbitration court to declare the Company bankrupt, in the presence of all the relevant circumstances and signs.

If at least one of the above circumstances is present in the activities of the Company, a creditor or any other interested party has the right to demand repayment of the Company’s debts at the expense of the personal funds of its founder (participants).

Property liability of the General Director (director, manager) of the Company

In accordance with Resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation dated July 30, 2013 No. 62 the General Director of the Company, like any other sole executive body of the Company, is responsible with all his personal property to the Company, as well as to the owners of the business. Now many people are paying attention to this formulation.

In cases where the Company is managed by a hired general director (director), upon taking up duties, such a hired manager assumes part of the financial risks. The responsibility of the sole executive body (CEO, director, manager) of the Company is provided for in Article 44 of Federal Law No. 14-FZ “On Limited Liability Companies”. In particular, this law states that the head (director) of the Company is responsible for losses caused to the Company by his guilty actions (or inaction). The property liability of the director for the Company’s debts arises if there are signs of guilty actions or such inaction:

execution of a transaction to the detriment of the Company, carried out on the basis of the personal interests of the director;
concealment of information about the essential details of a transaction or failure to obtain the approval of participants when such a necessity and obligation is provided for by the statutory documents of the Company;
failure to take measures to verify the integrity of the counterparty in the transaction, information about him that could be important for the transaction was not received, information about the presence or absence of a license to operate the counterparty (contractor, etc.) was not received, if such confirmation is required by the nature transaction being completed, etc.;
making decisions about a transaction without due diligence, without checking the information received;
forgery, loss, theft of Company documents, etc.

In such situations, a member of the Company has the right to file a claim against such an unscrupulous manager for compensation for damage caused to the Company. If the director can prove his innocence or non-involvement in certain actions, for example, by being able to prove that in the process of work he was limited by the orders or requirements of the owner (participant) of the Company, as a result of which the Company’s activities led to losses, then responsibility will be removed from him . The presence of unpaid debts of the Company to the budget or counterparties obliges the director (manager) of the Company to take all measures to repay them.

Even if the manager (general director, director) resigned due to at will or by decision of a participant (founder) of the Company, or in cases where a participant (founder) of the Company has completely sold it to a third party, the current director of such a Company who has resumed his duties will be responsible for the mistakes of the former director.

In accordance with the current legislation of the Russian Federation, administrative responsibility lies with current officials. In accordance with Art. 2.4 of the Code of Administrative Offenses of the Russian Federation, an official who has committed an administrative offense is subject to administrative liability in connection with failure to perform (improper performance) of his official duties.

In the current legislation of the Russian Federation today, perhaps, there is no uniform definition of “official”. The definition of an official given in criminal law (Article 285 of the Criminal Code of the Russian Federation) is not universal. And then it applies only to the acts provided for in Chapter. 30 of the Criminal Code of the Russian Federation “Crimes against state power, interests civil service and services in local government bodies.” Under official It should be understood more clearly as a person who permanently, temporarily or in accordance with special powers performs organizational, administrative, managerial or administrative functions in the Company.

Criminal liability of a participant (founder) for the debts of the Company

Bringing criminal liability to the founder for the debts of his Company is more difficult and longer than, for example, individual entrepreneur, since the bankruptcy procedure for an LLC is a rather lengthy process. But since 2015, the tax authorities have acquired another tool for collecting arrears and tax debts, by initiating a criminal case against the guilty person under Article 199 of the Criminal Code of the Russian Federation. Supreme Court The Russian Federation, in its determination of January 27, 2015 No. 81-KG14-19, recognized the director and sole founder Company for non-payment of tax (VAT) on a large scale and confirmed the legality of collection from individual(founder of the Company) damage to the state in the amount of unpaid tax. This ruling by the RF Armed Forces has become a judicial precedent, after which all similar or similar cases are considered easier and faster. Only the founder (participant) of the Company who is guilty of such actions, in addition to the main obligation assigned to him to pay off the debt, also receives a criminal record.

The legislation of the Russian Federation provides for criminal liability of the founder (participants) of the Company for unlawful actions in relation to its activities. In practice, in 2016, proving unlawful actions of the founders (participants) of Limited Liability Companies was the most common case in which the owner received criminal punishment. These include:

concealment of the Company's property, falsification of information about its actual value;
illegal disposal of property (property) of the Company;
illegal repayment of material claims of the Company's creditors;
satisfaction of property claims from debtors in a financially inadequate amount.

Article 179 of the Criminal Code of the Russian Federation provides for the possibility of bringing the founder of the Company to criminal liability if his actions contained coercion to conclude a transaction (or refusal), which subsequently directly or indirectly affected the infliction of losses to the Company.

If proven guilty, the founder may face a fine of up to 300,000 rubles, or imprisonment if his fault causes losses to the Company in the amount of more than 250 thousand rubles.

Criminal liability of the founder (participant) of the Company occurs if he initiated or committed actions that led to:

evasion of payment by the Company of taxes and fees established by the state;
to abuse during the issue of the Company’s own securities;
to illegal transfer of funds to foreign currency;
to evasion of customs duties.

Bringing the founder of the Company to criminal liability is carried out within the framework of legal proceedings. The plaintiff in such proceedings can be either a creditor or a counterparty of the Company.

Criminal liability of the sole executive body (director) for the debts of the Company

Criminal liability of the head (director) of the Company may arise in the following cases:

coercion to complete a transaction or refuse to complete it (Article 179 of the Criminal Code of the Russian Federation);
illegal receipt and disclosure of information constituting a trade secret (Article 183 of the Criminal Code of the Russian Federation);
abuses during the issue of securities (Article 185 of the Criminal Code of the Russian Federation);
failure to return funds in foreign currency from abroad and evasion of customs duties (Articles 193, 194 of the Criminal Code of the Russian Federation);
unlawful actions during bankruptcy, concealment of the Company's property, fictitious and deliberate bankruptcy (Articles 195 - 197 of the Criminal Code of the Russian Federation);
evasion of taxes and fees (Articles 199, 199.1, 199.2 of the Criminal Code of the Russian Federation).

The director and founder of the Company will not be able to avoid criminal and subsidiary liability by “leaving the game.” If the former founder (participants) of the Company or the former director (general director) committed a crime, then the punishment will fall on them.

Regarding the property liability of the director (general director) of the Company in practice in 2016, you can familiarize yourself with the Decision Arbitration Court of the Moscow District dated June 14, 2016 No. F05-7325/2016, according to which the former director of the Company should be held vicariously liable for the Company’s outstanding tax debts, and must compensate the loss to the state from his own pocket.

Current conclusion

Often, many people have the opinion that criminal liability is imposed only on the head (director) and chief accountant of the Company. It's a delusion. Accomplices – employees of the Company – may also be brought to criminal liability on the basis of Article 33 of the Criminal Code of the Russian Federation. Most often, in addition to directors and chief accountants, the accused include business owners, participants (founders) of the Company, as well as financial and commercial directors, heads of departments, departments and other persons authorized to make independent decisions, especially related to payment for certain works (services) included in expenses or decisions related to the amount of taxes paid.

Responsibility provided for in Article 199 of the Criminal Code of the Russian Federation for evasion of taxes and (or) fees may fall on the director of the Company and the chief accountant, against whom a case may be opened if they do not submit tax returns or other documents that must be provided to tax authority in accordance with the requirements of the tax legislation of the Russian Federation. Of course, in cases under the above article there are tax returns, so investigators bring charges against participants and managers of companies, including chief accountants, for intentionally including false information in a tax return. The main evidence of the guilt of the suspected persons is the fact of filing such a declaration. And usually in criminal cases brought against directors of companies, the expenses for which were included in such declarations, are called shell companies. It is almost impossible for the owners and directors of such companies (fly-by-night companies) to prove their non-involvement and lack of intention to evade paying taxes. In this case, the investigator will only have to formalize the case.

Article 199 of the Criminal Code of the Russian Federation provides for several types of liability depending on the extent of the crime committed. The measure is determined by the severity of the crime committed and the presence of qualifying features: a fine of 100,000 rubles. up to 500,000 rubles; a fine in the amount of wages or other income of the convicted person for a period of one to two years; forced labor for up to two years; arrest for up to six months; imprisonment for up to six years.

A person who has committed a crime under this article for the first time, as well as Article 199.1 of the Criminal Code of the Russian Federation, is exempt from criminal liability if this person or the Company is charged with evasion of taxes and (or) fees to this person, the amount of arrears and corresponding penalties, as well as the amount of the fine in the amount determined in accordance with the Tax Code of the Russian Federation, have been fully paid.

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