Management structure in a limited liability company

the article examines the governance structure of limited liability companies (LLCs, OOO) in the Russian Federation. Drawing on an analysis of the provisions of the Civil Code of the Russian Federation and Federal Law No. 14-FZ “On Limited Liability Companies” in their latest versions, as well as current case law of the Supreme Court of the Russian Federation, the study considers the baseline two-tier model (general meeting of participants – sole executive body) and extended configurations featuring a board of directors (supervisory board), a collective executive body, and internal control bodies. Particular attention is paid to the new rules on remote and hybrid (“in-person–in absentia”) meetings, the notarial certification of the fact of a director’s appointment, the Civil Code’s recognition of the possibility of multiple concurrent sole executive bodies, and regulatory divergences with Law No. 14-FZ. The article formulates criteria for the “effective competence” of corporate bodies, describes typical risks of invalidity of corporate resolutions and the liability of controlling persons, and concludes with targeted amendments to Law No. 14-FZ to harmonize it with the Civil Code and prevailing practice.

limited liability company, company bodies, general meeting, executive bodies, board of directors, formation of management bodies, competence of management bodies