Number of LLC members
From one to fifty. Participants can be capable Russian and foreign citizens (as well as stateless persons) and legal entities.In the case when one person acts as a participant in an LLC, then the activities of this LLC are completely controlled by this person. If there are several participants in the LLC, then some disagreements may arise. This is due to the fact that the supreme governing body is the general meeting of participants. Only it can make decisions on a number of issues related to the exclusive competence of the general meeting of participants in the LLC. And, as you know, how many participants, there can be so many opinions (of course, this will not happen if there is one participant in the LLC).
The current management of the LLC is carried out by the executive body (collegiate or sole). In practice, the General Director is the sole executive body of the company. As a rule, in companies with one participant, the General Director of the company (sole executive body) is this very participant.
Authorized capital of LLC
The authorized capital of a company is made up of the nominal value of the shares of its participants. The size of the share of a company participant in the authorized capital of the company is determined as a percentage or as a fraction. The size of the share of a member of the company must correspond to the ratio of the nominal value of his share and the authorized capital of the company.The minimum amount of the authorized capital of an LLC, established by the current legislation, is 10,000 (ten thousand) rubles. The authorized capital can be contributed both in cash (opening a savings account for paying the authorized capital in a bank), and property, property rights, or other rights that have a monetary value. When making a non-monetary contribution in the amount of more than 20,000 (twenty thousand) rubles, the conclusion of an independent appraiser is required.
The purpose of the LLC
A limited liability company is created for the purpose of making a profit and can engage in any activity, except for those prohibited by law. At the same time, for certain types of activities, it is necessary to obtain a special permit (license). The term of activity is not limited, unless otherwise provided by the Charter of the Company.LLC management bodies
The supreme governing body in an LLC is the General Meeting of Members of the Company. The exclusive competence of the General Meeting is established by the Law (Federal Law of February 8, 1998 N 14-FZ "On Limited Liability Companies"). The General Meeting of Participants has the right to resolve any other issues, if they are referred to the competence of the meeting by the Charter of the Company.Management of the current activities of the company is carried out by the sole executive body of the company (for example, the General Director) or the sole executive body of the company and the collegial executive body of the company (for example, director and directorate or board). The executive bodies of the company are accountable to the general meeting of participants in the company and the board of directors (supervisory board) of the company.
The charter of a company may provide for the formation of a board of directors (supervisory board) of the company. The competence of the board of directors (supervisory board) of the company is determined by the charter of the company in accordance with the federal law "On Limited Liability Companies".
The charter of the company may provide for the formation of an audit commission (election of an auditor) of the company. In companies with more than fifteen participants, the formation of an audit commission (election of an auditor) of the company is mandatory. A member of the audit commission (auditor) of the company may also be a person who is not a member of the company.
LLC liability
The Company shall be liable for its obligations with all its property. The company is not liable for the obligations of its members, the members of the company are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of their contributions. Members of the company who have not fully contributed to the charter capital of the company shall be jointly and severally liable for its obligations to the extent of the value of the unpaid part of the contribution of each of the members of the company.In case of insolvency (bankruptcy) of the company due to the fault of its participants or through the fault of other persons who have the right to give instructions binding on the company or otherwise have the opportunity to determine its actions, the said participants or other persons, in case of insufficient property of the company, may be assigned subsidiary liability for its obligations.
Founding documents LLC
The founding documents of a Limited Liability Company, starting from July 01, 2009, are only the Charter of the company. Previously concluded constituent agreements are no longer constituent documents.In addition, at present, when establishing a new Limited Liability Company, its founders sign an Agreement on the establishment of a company, which is not a constituent document of the company, but only determines the procedure for the actions of the founders of their rights and obligations when creating a company. The company's articles of association must state:
- full and abbreviated corporate name of the company;
- information about the location of the company;
- information on the composition and competence of the company's bodies, including on issues constituting the exclusive competence of the general meeting of the company's participants, on the procedure for making decisions by the company's bodies, including on issues decisions on which are taken unanimously or by a qualified majority of votes;
- information on the size of the authorized capital of the company;
- rights and obligations of the company's participants;
- information on the procedure and consequences of the withdrawal of a participant in the company from the company (if the right to withdraw from the company is provided for by the charter);
- information on the procedure for the transfer of a share (part of a share) in the authorized capital of the company to another person;
- information on the procedure for storing documents of the company and on the procedure for providing information by the company to participants in the company and other persons.
LLC transformation
An LLC must be transformed into an open joint-stock company or a production cooperative within a year if the number of participants exceeds fifty. In other cases, the transformation, as one of the forms of reorganization, is voluntary.Rights and obligations of LLC participants
A member of an LLC has the right to:- participate in the management of the affairs of the company in the manner prescribed by the Law and the constituent documents of the company;
- receive information about the activities of the company and get acquainted with its accounting books and other documentation in the manner prescribed by its constituent documents;
- take part in the distribution of profits;
- sell or otherwise assign his share in the authorized capital of the company or part of it to one or more participants in this company in the manner prescribed by the Law and the charter of the company;
- withdraw from the company at any time, regardless of the consent of its other participants;
- receive, in the event of liquidation of the company, part of the property remaining after settlements with creditors, or its value. The charter of an LLC may also provide for other rights (additional rights) belonging to a member of the company.
- make contributions in the manner, in the amount, in the composition and within the time limits provided for by the Law and the constituent documents of the company;
- not disclose confidential information about the activities of the company.
The procedure for distributing profits in an LLC
The company has the right to make a decision on the distribution of its net profit among the participants of the company quarterly, once every six months or once a year. The decision to determine the part of the company's profit to be distributed among the company's participants is made by the general meeting of the company's participants.The part of the company's profit intended for distribution among its participants is distributed in proportion to their shares in the authorized capital of the company.
The charter of the company upon its establishment or by amending the charter of the company by decision of the general meeting of participants in the company, adopted by all participants in the company unanimously, may establish a different procedure for distributing profits among the participants in the company. Change and exclusion of the provisions of the charter of the company, establishing such a procedure, are carried out by the decision of the general meeting of participants in the company, adopted by all participants of the company unanimously.
LLC Features
A limited liability company is the most common form of doing business in the Russian Federation, including in St. Petersburg. With relatively low costs for its creation, and relatively simple reporting, this legal form is one of the most attractive forms of doing business.As you know, legal entities can be of different organizational and legal forms. The choice of the form of registration of a legal entity directly depends on the main purpose of the activity of the future organization. The most popular organizational and legal forms for doing business are: a limited liability company (LLC), an open joint stock company (OJSC), a closed joint stock company (CJSC), a non-profit partnership (NC). In this article, we will consider the main features of such an organizational and legal form of registration of a legal entity as (LLC).
what is a limited liability company
This is primarily a commercial organization, the main purpose of which is to make a profit in the course of its entrepreneurial activity. A company may be founded by one or several members. Both individuals and legal entities, including foreign ones, can act as founders in a limited liability company.
after registering an LLC, the tax authority will issue:
- record sheet with assigned OGRN number
- notification of registration of a legal entity with the tax office at the place of registration with the assigned TIN and KPP
- The charter of the company, certified by the seal of the tax office
operation of a limited liability company
The procedure and conditions for the functioning of limited liability companies are determined by the Charter of the company. The supreme governing body of an LLC is the founder or the general meeting of the founders of the company, if there are several participants. The sole executive body is usually the General Director, but this position may be called differently, for example, president, head, manager, and others. Its competence includes issues of managing the business activities of the company, with the exception of issues related directly to the competence of the supreme management body. The general director of the company is appointed by the members of the company and may be elected from among the members of the company. All rights and obligations of the General Director of the company are determined by the Federal Law of the Russian Federation, other legal acts of the Russian Federation, the Charter of the company and the agreement concluded with him. Also, the Articles of Association of the company can be supplemented with clauses regulating the actions of the General Director in certain areas of activity, for example: limiting the amount of the contract that the General Director of the company can conclude without the consent of the general meeting of participants in the company.
A limited liability company can use both the basic and the simplified taxation system. Once a year, one month before the end of the reporting annual period, it is possible to change the taxation system.
LLC liability
The main guarantor of the activities of the LLC is the authorized capital, it is he who ensures the responsibility for the main obligations of the limited liability company. Members of the company are also exposed to the risk of losses associated with the entrepreneurial activities of the LLC, within the value of their shares in the authorized capital. At present, in connection with the fight against economic crimes, personal administrative and even criminal liability has been introduced for the founders of the company, if the court can prove the fact of causing economic damage to the state.
The size of the share in the authorized capital of each participant determines the amount of dividends received from profits as a result of the entrepreneurial activities of a limited liability company. The minimum authorized capital for a limited liability company at the moment is ten thousand rubles.
The indisputable advantage of a limited liability company over joint-stock companies is that its participants can not only sell parts of their share in the authorized capital of the company, but also withdraw from the membership of the company with a payment equal to the value of the share in the authorized capital. The participants of a limited liability company, as well as the company itself, have an advantage over third parties when buying a share of one of the participants.
For the full functioning of a legal entity, constituent documents obtained from the tax office are not enough. After state registration and in the process of further business activities of a limited liability company, as a rule, there is a need to obtain additional information, notifications, information letters. Here are the main ones you may need:
- The first document that you should have in your hands is the decision of the founder to establish the company (or protocol, if there are several participants. This decision confirms the validity of the Charter of the company and its executive body.
- An information letter or notification from Rosstat with territorial statistics codes. The notice can be printed out by yourself -. You can order an information letter from Us or get it yourself, at the Federal State Statistics Service.
- Notification of the transition to the simplified tax system, if necessary. If you are going to use the simplified taxation system in the course of business activities of the LLC, then at the time of filing documents for registration with the tax office or within a month after the registration of the LLC, you must provide an appropriate notification. You should have a copy of it in your hands, with a mark of acceptance.
- Notifications of registration with the Pension Fund of the Russian Federation, FSS, FFOMS. Registration in these funds is carried out automatically, after the registration of LLC. The notification is essentially informational in nature and contains the insurance registration number assigned to the legal entity. You can also find this intention in the extract from the Unified State Register of Legal Entities.
- Extract from the Unified State Register of Legal Entities. Previously, it was included in the list of constituent documents that are issued by the tax office after the opening of an LLC, but was removed from this list, apparently with the loss of its relevance. At the moment, interested parties are familiarized with the data stored in the unified state register online, but there are still examples when an extract is still present in the list of documents requested by the counterparty. You can order an extract from the Unified State Register of Legal Entities from us, or get acquainted with the register of legal entities on the official website of the tax office.
Limited Liability Company is the most popular organizational and legal form of a legal entity for creating and further doing business in the Russian Federation.
The creation of a company - the registration of an LLC, the registration of changes to an LLC entered in the state register of legal entities, the liquidation of an LLC, as well as its activities are regulated by the Federal Law on Limited Liability Companies N 14-FZ of 02/08/1998.
Every entrepreneur should understand what an LLC is. A limited liability company means an organization that includes shares distributed among the founders. It has the following characteristic features:
The statutory fund is organized through the equity participation of the founders;
Members of the company are liable only in the amount not exceeding the amount of the contribution;
Create such an organization can be both legal and;
One person or a group of persons can act as founders.
When analyzing what an LLC is, it is worth understanding: one person can act as the owner and founder, but a sole presence is not allowed in the company. The number of employees can reach 50 people and no more. When organizing a legal entity, a charter is formed in a limited liability company. Each founder has the right to freely exit with a full refund of the invested amount. If the contribution was made with securities or property, the other participants are obliged to return an equivalent amount within a certain period (no more than three months).
When answering the question of what an LLC is, one should not forget that it is primarily a legal entity, which means that it is necessary to have a legal address. According to the current legislation, the difference between the actual address and the one specified during registration with the tax service is not allowed. The location of the company affects the efficiency of its activities, therefore, it is necessary to select a future office or building for an enterprise, taking into account the specifics of production or the industry of operation. In addition, you need to think about how the company's staff will get to work. Large firms provide a vehicle, thus showing concern for each employee.
For the development of the enterprise, for the first time, start-up capital is formed, it is also called authorized capital. Then this amount serves as a reserve that can save the enterprise in the event of adverse circumstances. In our country, an amount of 10 thousand rubles has been established, in the presence of which registration of a limited liability company is allowed.
The LLC structure includes two management bodies:
- The main one - it is a meeting of the founders, which is organized without fail and is intended to solve the most important strategic tasks.
- Board of Directors - it is formed at the discretion of the head. This body refers to optional elements in the structure of society.
At the meeting of the founders, an executive body is elected, which solves the current tasks that regularly arise in the course of activity. As a rule, the executive function is performed by a sole management body headed by the general director or president of the company. An internal audit is carried out by a special audit commission organized specifically for this purpose.
It should be clarified that the form of ownership of an LLC allows for changes to the constituent documents. At the same time, significant changes must be reflected in the charter and registered with the state body. In particular, this applies to changes in the number of participants in the company. So, if their number exceeds the mark of 50 people, according to the law, it will be necessary to re-register the enterprise in or create
Some business entities that have temporarily free cash and want to invest it profitably are thinking about what an LLC is and whether it is possible for a legal entity to join it. In practice, such relations are often concluded, and there are no obstacles to such agreements in the legislation. There is only one condition: there must be more than one person in the composition of this economic entity.
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Limited Liability Company(common abbreviation - OOO) - an economic company established by one or more legal entities and / or individuals, the authorized capital of which is divided into shares; the participants of the company are not liable for its obligations and bear the risk of losses associated with the activities of the company, to the extent of the value of their shares in the authorized capital of the company.
The economic meaning of a limited liability company
A limited liability company, along with other types of business companies, as well as business partnerships, production cooperatives, state and municipal unitary enterprises, is a commercial organization, that is, an organization that pursues profit making as the main goal of its activities and distributes the profits received among the participants.
Unlike state and municipal unitary enterprises, on the property of which their founders have the right of ownership or other proprietary right, limited liability companies (as well as other types of business companies, business partnerships and production cooperatives) are characterized by the fact that their participants have rights of obligation in relation to them.
In private economic practice, LLC is the most demanded organizational and legal form among commercial organizations.
At the same time, a limited liability company is characterized by the fact that the current (operational) management in the company (unlike partnerships) is transferred to the executive body, which is appointed by the founders either from their own number or from among other persons. The members of the company retain the rights for the strategic management of the company, which are exercised by them by holding periodic general meetings of participants. Unlike joint-stock companies, the competence of the general meeting of participants in a limited liability company can be expanded at the discretion of the participants themselves; additional rights may also be granted to individual participants.
Unlike joint-stock companies, the profit of a limited liability company can be divided among the participants of the company not only in proportion to their shares in the authorized capital of the company, but also in other ways in accordance with the Charter of the company (if a different procedure is provided for by the Charter).
Unlike participants in a joint-stock company (shareholders), a participant in a limited liability company may not only sell (or otherwise transfer) his share in the authorized capital of the company, but also withdraw from the company, demanding payment of the value of a part of the property corresponding to his share in the authorized capital of the company, if this is provided for by the Charter of the company. The participants of a limited liability company, as well as the company itself, have the pre-emptive right to purchase the share of one of the participants, if he intends to sell his share to third parties. Also, the Articles of Association of the company may provide for a ban on the alienation of the share of participants to third parties.
In Germany and Austria
The German Limited Liability Company Act (GmbHG) came into force in 1892. Some relief was introduced in 2008.
Management and control bodies of limited liability companies
The current legislation provides for the possibility (but not the obligation) of the following structure of LLC bodies:
- General Meeting of Participants (GMS)
The statutory competence of the GMS can be extended to any extent established by the founders/participants in the charter of the LLC.
At the same time, a unique feature of an LLC is the ability to provide by the Charter that the participants, when voting at the GMS, will have a number of votes that is disproportionate to the size of their shares in the authorized capital of the LLC, that is, regardless of the size of their shares in the authorized capital of the LLC (paragraph 5, clause 1, article 32 of the law "on limited liability companies"). In other cases, the number of votes of participants is proportional to the size of their shares in the authorized capital.
- Board of Directors (Supervisory Board)
The competence of the Board of Directors, provided for in the legislation, is recommended for this management body and can also be expanded to any extent established by the founders/participants in the charter of the LLC.
Due to the almost complete absence of any restrictions in the law regarding the Board of Directors, the procedure for the creation and implementation of the activities of this governing body depends entirely on the content of the charter of each LLC, as well as internal documents approved by the GMS.
- Executive bodies LLC:
- Collegial executive body (Board, Directorate, etc.)
In an LLC, this governing body is under no circumstances mandatory.
Manages the current activities of the LLC together with the sole executive body.
Due to the almost complete absence of any restrictions in the law regarding the Collegial Executive Body, the procedure for the creation and implementation of the activities of this management body depends entirely on the content of the charter of each LLC, as well as internal documents approved by the GMO.
- Sole executive body (General Director, President, etc.)
This governing body is mandatory in an LLC.
Manages the day-to-day operations of the LLC.
With regard to the sole executive body, the principle of residual competence is used, which implies the presence of the widest scope of powers, only limited by the competence provided for other management bodies of the LLC (that is, it has the right to do everything that is not provided for others).
- Audit Commission (Auditor)
This body in an LLC is mandatory only if the LLC has more 15 founders/participants
The functionality of the Audit Commission is expressed by the following rights and obligations:
The right to conduct inspections of financial and economic activities at any time;
The right to have access to all documentation related to the activity;
The right to demand from all members of the management bodies and employees of the LLC to give the necessary explanations orally or in writing;
Responsible for reviewing the company's annual reports and balance sheets.
Some Features of a Limited Liability 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 should 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 Charter 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.
- The LLC is obliged to pay the participant who filed 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 financial statements of the company for the last reporting period preceding the day the application for withdrawal from the company was submitted.
Comparison of LLC and JSC in Russia
| Category | OOO | JSC |
|---|---|---|
| Establishment of a legal entity | To establish an LLC, it is sufficient to follow the procedures for making decisions by the founders on the issues of establishing an LLC (signing the Foundation Agreement, approving the Charter, forming management bodies, etc.) and then going through the procedures for creating an LLC in the registration authorities. | When creating a JSC, after registration procedures (similar to the establishment of an LLC), it is necessary to go through an additional stage - the initial placement of shares (issue). |
| Governing bodies |
|
|
| The procedure for financing activities | Founders/participants may provide in the Charter of an LLC for the possibility of making property contributions without changing the size of the UK and share of participants. The charter of an LLC may provide that such property contributions may be made disproportionately the size of the shares of the participants. |
Making property contributions to a joint-stock company without increasing its charter capital (with additional emission procedures) impossible. |
| State control | In relation to LLC, there are general requirements for legal entities to comply with the legislation of the Russian Federation | JSC activities are controlled by the FFMS, including:
|
| Increase the authorized capital | In an LLC, the procedure for increasing the authorized capital is limited to making corporate decisions, making appropriate contributions and registering amendments to the Articles of Association with the registering authority; | The procedure for increasing the authorized capital, in addition to registering amendments to the Articles of Association, contains the need to comply with the procedures for an additional issue of shares, which may take a total of more than six months. |
| Reserve and other funds |
|
|
| Sale of shares/shares | Sale of shares of participants requires obligatory notarial registration and subsequent notification of the registration authority about the changes in the composition of the LLC participants It should also be taken into account that:
|
the sale of shares is carried out only through the register of shareholders, which can be maintained both by the JSC itself and by a specialized participant in the securities market.
|
| Exit from a legal entity | Law allows provide for the founders in the Charter the right to withdraw from the LLC at any time with the receipt of the actual value of the share in the manner prescribed by the Charter; | Law does not allow terminate the participation of a shareholder in a joint-stock company at any time without the procedure for selling its shares. |
Documents required to register an LLC in Russia
- The decision to establish an LLC (Minutes of the meeting of founders)
- Two copies of the Articles of Association
- Receipt for payment of state duty.
- Application for state registration of LLC in the prescribed form.
If necessary, along with the documents for registration, an application for the transition to a simplified taxation system is provided.
Constituent documents of a limited liability company
According to paragraph 3 of Article 89 of the Civil Code of the Russian Federation (as amended by the Federal Law of December 30, 2008 N 312-FZ), the founding document of an LLC is its charter. The above law excludes the memorandum of association from the list of founding documents of an LLC. In Russia, the current legislation and other regulatory legal acts do not provide for any model LLC charters. The charter of an LLC in accordance with paragraph 3 of Article 89 of the Civil Code of the Russian Federation and paragraph 2 of Article 12 must contain information about:
- full and abbreviated company name LLC;
- location of the company;
- the amount of the authorized capital of the LLC;
- the composition and competence of the bodies of the LLC, including on matters constituting the exclusive competence of the general meeting of participants in the LLC, on the procedure for making decisions by the bodies of the LLC, including on issues decisions on which are taken unanimously or by a qualified majority of votes;
- rights and obligations of LLC participants;
- the procedure for and consequences of the withdrawal of a member of the company from the LLC, if the right to withdraw from the company is provided for by the charter of the LLC;
- the procedure for the transfer of a share or part of a share in the authorized capital of an LLC to another person;
- the procedure for storing documents of the company and the procedure for providing information by the LLC to the participants of the LLC and other persons;
The charter of an LLC may also contain other provisions that do not contradict the Federal Laws of the Russian Federation, including:
- on the procedure and size of the reserve and other funds;
- types and (or) size of transactions, which are subject to the procedure for approval of major transactions other than those provided for;
- an indication that there is no need for a decision of the general meeting of participants of the LLC and the board of directors (supervisory board) of the LLC to complete a major transaction;
- and other information required by the current legislation of the Russian Federation.
see also
- Economical society
Notes
Links
- The procedure for state registration of legal entities of the Federal Tax Service of Russia
| Legal entities | |
|---|---|
| Commercial | Business partnerships and companies (Full On faith) Additional liability company Joint-stock company (Open Closed) Production cooperative Unitary enterprise |
| Non-commercial | Consumer Cooperative Public Association (Organization Movement Foundation Establishment Organ of amateur performance Political party) Religious organization Foundation Establishment |
| State registration | State registration Unified State Register of Legal Entities (EGRLE) Unified State Register of Individual Entrepreneurs (EGRIP) |
| Other | Insolvency Association (union) Individual entrepreneur Limited liability Founder |
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- Accounting Encyclopedia
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Legal status
Legal status - a set of initial, inalienable rights and obligations of a person recognized by the Constitution or laws, as well as the powers of state bodies and officials directly assigned to certain subjects of law.
With regard to legal entities, the legal status is the position of its subjects established by the rules of law, the totality of their rights and obligations.
The legal status includes:
- legal personality (in turn, including the legal capacity, legal capacity and delinquency of the subject);
- statutory rights and obligations;
- guarantees of established rights;
- responsibility of the subject for non-fulfillment of duties.
Limited Liability Company a business company established by one or more persons is recognized, with the authorized capital divided into shares, the participants of which
- are not liable for its obligations and
- bear the risk of losses associated with the activities of the company, within the value of their shares.
4, 5. It is considered established as a legal entity from the moment of its state registration in the manner prescribed by the federal law on state registration of legal entities
This provision is contained in paragraph 3 of Art. 2 FZ.
At the same time, a company is created without a time limit, unless otherwise provided by its charter.
Liability of a limited liability company:
- is liable for its obligations with all its property;
- is not liable for the obligations of its members.
Comment
In case of insolvency (bankruptcy) of the company due to the fault of its participants or through the fault of other persons who have the right to give instructions binding on the company or otherwise have the opportunity to determine its actions, the said participants or other persons, in case of insufficient property of the company, may be assigned subsidiary liability for its obligations.
In a limited liability company mandatory two-tier management structure(Article 32 of the Law on Limited Liability Companies):
- general meeting;
- executive agency,
But three-link control system possible(general meeting - supervisory board - executive body), if it is specifically provided for by the charter of a particular company.
