Liability of the founders for the debts of the LLC
The status of legal entities and their liability obligations are governed by Civil code of the Russian Federation. Obligations in civil law are set out in this document in detail, but a large part of the concerns of the founders regarding the tax payments, which are governed by article 49, paragraph 2 of the Tax code of the Russian Federation.
As follows from the above documents, in case of liquidation of a limited liability company, that entity should be responsible for civil obligations and to repay the debts on taxes, penalties and fines in full. But, if you own funds from Companies is not enough, the remaining debt is extinguished by the founders in proportion to their shares in the Charter capital. The repayment of the debt may occur including the personal property of individuals.
According to the basic law regulating the activities - №14 - FZ "On limited liability companies" dated 8 February 1998, shareholders are not liable for the debt established by legal persons, and the risk of loss is divided between them in the extent of the value of the contribution of each to the Charter capital. Thus excluded the liability of the shareholders for liabilities of Companies, one of the characteristic signs of which, as a legal entity, is their own responsibility. This is secured by property in the ownership or operational control of the company.
Exceptions provided by law
But there are exceptions when the founder may be required to answer for the debts as a tax, and others. This may occur if a member is found guilty, for example, in the deliberate bankruptcy, or action that led the company to it. But in this case the collection of evidence proving the guilt of the participant or several participants, lies with the creditors or tax authorities, those organizations that are interested in the society-a bankrupt owes debts. In the case when the fault lies on several participants to vicarious liability for the debts can be borrowed and those that already came from the companies before it initiated the procedure of bankruptcy or liquidation. In all other cases, the founder is responsible for the debts of the legal entity is not necessary.