home Success stories What documents are needed when changing founders. The procedure for changing the founder in an LLC: step-by-step instructions

What documents are needed when changing founders. The procedure for changing the founder in an LLC: step-by-step instructions

Change sole founder in an LLC, the business is quite expensive and troublesome; it takes a lot of time to figure everything out. However, such a situation when it is necessary to change the founder, change the statutory documents, happens very often.

Today, many companies are experiencing the blows of the crisis and, unfortunately, not all managers are able to successfully conduct business in the face of constantly falling demand and exchange rate volatility of the national currency. Some companies go bankrupt, others undergo reorganization and change of owners.

Russian legislation also undergoes major changes every year, and keeping track of all the new documents is not easy; there are always many different specifics and nuances. Our registration is still very bureaucratic. This applies to both the required papers that need to be prepared to make changes, and the process of interaction with regulatory authorities.

To facilitate the process of registering a change of owner of an LLC, today we will try to understand the main sample documents and outline step-by-step instructions.

How to change the sole founder of an LLC - there are 2 ways

Today there are two main ways:

The entry of a new founder into the LLC, increasing the LLC’s capital, and then the exit of the old participant with the transfer of his share. But to prevent a right vacuum, this will have to be done in stages.
The sole participant of the LLC may well sell his share by concluding a purchase and sale transaction, which is certified by a notary. The change of founder occurs upon notarization of the transaction. It is also possible to transfer a share under a gift agreement. This method is possible if there are no restrictions on the transfer of shares in the charter.

The first method is the most popular because it is cheaper. In the second case, you need to pay not only for notary services, but also for processing the transaction. The second case may be easier to arrange, but it will be quite expensive. The cost of such notarization in Moscow is approximately 30 thousand rubles for each participant. In addition, you will still have to pay for the certification of signatures and certification of copies of documents page by page.

General stages of changing the sole founder of an LLC:

preparation of LLC documents
notarization
changes in the Unified State Register of Legal Entities
informing banks and counterparty partners about changes.

Let's look at each of the two methods in more detail step by step.

Method 1. Introducing a new participant into the LLC, increasing the authorized capital of the LLC

In this case, the registration process can be divided into several main stages. First, we introduce a new founder into the LLC structure. Now there are two participants in the LLC and one of them can already be removed, there will no longer be a legal vacuum. The second stage is precisely related to the preparation of documents for the withdrawal of a participant who wishes to leave. And finally, the third stage - obtaining new documents with all the necessary changes in the Unified State Register of Legal Entities and informing banks and counterparties about the changes that have occurred in the LLC.

Step 1. Preparation of documents for the entry of a new participant.

New documents need to be drawn up:

new version of the charter
statement of the new founder
banking payment order or cash order on payment of a new share in the management company

. The decision of the LLC founder must be notarized. It indicates the increase in the capital, the transfer and distribution of the share, if any. We include others here as well. necessary changes in the details of the LLC, if any

Preparation of a new charter. Here it is necessary to indicate the new amount of the company's capital. If necessary, we immediately make other changes to the LLC (legal address, etc.). The new charter is made in two copies, bound, signed by the general director and stamped.
Statement from the new founder. The new founder submits an application to the general director to accept him as a participant. The application indicates his share and the amount he contributes to the company’s capital.

. Application form P13001. It has a multi-page format, but only those pages that are related to new LLC changes are filled out and submitted.

The applicant of form P13001 is the director of the organization, or Management Company. Page 001 of the form and sheet M are required to be completed. Sheet M Section 5 is filled out by the notary himself. Double-sided printing of the form is not permitted.

At the stage of preparation of documents, the new founder contributes his share of the capital and submits a document on the contributed amount along with his application for entry into the LLC, the notary and the Federal Tax Service for further registration. After paying the share of the management company by the new founder, within 3 days, it is necessary to notarize the documents and submit them to the Federal Tax Service.

Step 2: Certification of the package of documents by a notary

Prepared LLC documents with amendments are certified by a notary. The applicant is the current general director of the LLC. If there is a simultaneous change of the general director of the LLC, the applicant will be new CEO, the presence of the current founder is also required. If another person is going to hand over or pick up documents from the Federal Tax Service, then you need to immediately issue a power of attorney for him.

approximate cost notary services for certification necessary documents: certification of form P13001 - 1,400 rubles, power of attorney - 1,550 rubles, certification of the decision - 800 rubles, decision to increase the authorized capital - 5,500 rubles. Prices may vary by region.

To carry out certification, a notary needs:

Application form P13001, signatures certified by a notary
The decision of the LLC founder to make changes is certified by a notary
new charter (2 copies)
decision on the appointment of the general director and order to take office
general director's passport
payment orders or cash order for payment by a new participant in the management company
other documents with changes to the LLC.

Notarized documents are then submitted to the Federal Tax Service.

Step 3: Submitting documents to the Federal Tax Service

To register changes you must provide:

application form P13001, with signatures certified by a notary
new charter (2 copies)
statement of the new founder
founder's decision on changes
payment of state duty - 800 rubles
application for additional contributions to the management company (if any).

personally by the general director or representative by power of attorney, notarized

Step 4. Receiving documents from the Federal Tax Service

Sheet new entry Unified State Register of Legal Entities

Carefully check the received papers for errors and inaccuracies; if any are found, you must immediately notify the tax office about this so that the papers can be reissued. Due to a lot of paperwork, even simple technical errors are, unfortunately, not uncommon.

The first step about the new participant is completed. Now the LLC has two participants, therefore, one of the founders can now leave the LLC. This could not be done at the same time, because A legal vacuum should not be allowed in the organization.

Step 5. Exit of the founder - preparation of documents

We prepare papers for a participant leaving the LLC:

decision to withdraw a participant
application for amendments to the Unified State Register of Legal Entities - form P14001.

Now let's look at each of these documents in more detail.

The decision to withdraw a participant. It may be necessary to distribute his share, and this also needs to be reflected in the decision.

Step 6. Notarization of documents

The applicant is the general director of the LLC. The package of documents is the same as last time (see Step 2), only documents received from the Federal Tax Service are added to them (new extract from the Unified State Register of Legal Entities and registered new articles of association), and prepared papers on the withdrawal of the participant (see Step 5).

Step 7. Re-submission of documents to the Federal Tax Service

The Federal Tax Service must submit documents from the previous list (see Step 3) and documents on the withdrawal of the participant.

form P14001
participant's statement of withdrawal, certified by a notary
decision to withdraw a participant.

Submitting form P14001 will not require payment of a state fee and there is no need to make new changes to the charter.

Upon receipt of documents, a Receipt will be issued; 5 working days are allotted for registration.

Step 8. Receiving final documents from the Federal Tax Service

Typically, documents are received by the Federal Tax Service according to a previously issued receipt immediately after the expiration of the five-day period. Upon your application, documents can be sent by registered mail to the legal address of the LLC, but this must be indicated immediately when submitting the papers for registration. So, you receive a new version of the extract from the Unified State Register of Legal Entities with the final changes. This completes the registration process, all that remains is to notify your counterparty partners about the changes that have occurred.

Step 9. Notifying banks and counterparty partners about changes.

You must notify the banks where you have your current current accounts about the changes; to do this, you need to send them:

new leaf Unified State Register of Legal Entities
a copy of the new charter.

Counterparties need to send out a free-form information letter describing the changes that affect your partnership.

Method 2. The sole participant of the LLC sells his share.

The founder of an LLC has the right to sell or donate a share by completing a purchase and sale agreement, if there are no restrictions in the charter in this regard. This transaction is certified by a notary. The change of founder occurs at the time the contract is certified by a notary. It is also possible to conclude a gift agreement.

This design method is much simpler and shorter, but it is much more expensive. The approximate cost of notary services for registration in this way will be given below.

Here you will not need to submit documents for the Unified State Register of Legal Entities twice, since the entry and exit of the founders is combined in time, it occurs during the notarization of the transaction.

Step 1. Registration of the transaction with a notary

Unified State Register of Legal Entities extract received no more than 5 days ago (now notaries receive these extracts online, but it’s better to check)
certificates of OGRN and TIN/KPP
charter
passport and personal presence of the general director, founders of the old and new
passport of the representative (if a power of attorney is issued to submit documents to the Federal Tax Service)
premises rental agreement (if the legal address of the LLC changes)
other documents as necessary.

The cost of registering a purchase and sale agreement with a notary in Moscow is approximately 30 thousand rubles for each participant. The approximate cost of notary services for certification of documents: form P13001 - 1,400 rubles, power of attorney - 1,550 rubles, certification of a decision - 800 rubles, decision to increase the authorized capital - 5,500 rubles. If necessary, you can immediately register a change of general director of the LLC by paying about 7 thousand rubles. Additionally, you will need to pay for related notarial services, certification of signatures on documents, notarized copies of papers, etc. Prices may vary by region.

The notarized documents are then submitted to the Federal Tax Service for registration of changes in the Unified State Register of Legal Entities.

Step 2. Preparation of organization documents for the entry of a new founder and exit of the previous participant

After the transaction is completed, changes are made to the constituent documents of the LLC. The new founder makes a decision to change the constituent documents. A statement of withdrawal of the participant is drawn up. The participant submits an application to the general director about his withdrawal. The statement indicates what will happen next with the share of this participant, whether it will be transferred to the company, to a new participant, or will be paid to him in money. Please note that this application is also notarized. The new charter must be registered.

You need to draw up documents for a new participant:

decision of the sole founder on changes
new version of the charter
statement of the new founder
application for registration of changes in the statutory documentation of a legal entity - standard form P13001

Papers for a participant leaving the LLC:

decision to appoint a new CEO (if required)
statement of withdrawal of the participant, which will need to be notarized
decision to withdraw a participant
application form P14001 for amendments to the Unified State Register of Legal Entities.

Now let's look at the preparation of each document in more detail.

The decision of the LLC founder must be notarized. It indicates the increase in the capital, the transfer and distribution of the share, if any. We will also make other necessary changes to the LLC details here, if any.
Preparation of a new charter. The charter must reflect the new amount of the company's capital and other changes. The new charter is made in two copies, bound, signed by the general director and stamped.
Statement from the new founder. The new founder submits an application to the general director to accept him as a founder. The application indicates his share and the amount he contributes to the company’s capital.
Application form P13001. It has a multi-page format, but only those pages that are related to new LLC changes are filled out and submitted. Sample form.

The applicant of form P13001 is the director of the organization or the management company. Page 001 of the form and sheet M are required to be completed. Sheet M Section 5 is filled out by the notary himself. Double-sided printing of the form is not permitted.

It is better to make the decision to appoint a new general director according to the existing example of appointing the previous general director.
Application for withdrawal of a participant. The participant submits an application to the general director about his withdrawal. The statement indicates what will happen next with the share of this participant, whether it will be transferred to the company, to a new participant, or will be paid to him in money. Please note that this application is also notarized.
Application - form P14001. Here we make all new changes on the corresponding sheets of the form. Filling out form P14001 occurs similarly to P13001, as already described above.

Step 3. Notarized registration of documents for submission to the Federal Tax Service

Set of documents required for a notary:

agreement of purchase and sale/donation of a share (it can be prepared by a notary himself), signatures are certified by a notary
application form P13001, signatures certified by a notary
application form P14001 (the notary can fill out this form himself), signatures are certified by a notary
Unified State Register of Legal Entities extract received no more than 5 days ago
certificates of OGRN and TIN/KPP
new charter (2 copies)
decision on the appointment of the general director of the LLC and an order to take office (if necessary)
general director's passport
passport of the representative (if a power of attorney is issued to submit documents to the Federal Tax Service)
the participant’s withdrawal statement is also notarized
premises rental agreement (if the legal address of the LLC changes)
other documents with changes.

Step 4: Submitting documents to the Federal Tax Service

To make changes to the Unified State Register of Legal Entities, you must provide:

Documents can be submitted in one of three ways:

personally by the CEO or representative by proxy
online on the website of the Federal Tax Service, using digital signature for certification
send by registered mail (attaching a list of attachments).

When accepting documents, the inspector always issues a receipt indicating the date of issue of new papers. Registration period is 5 working days.

Step 5. Receiving documents with changes in the Unified State Register of Legal Entities

After the expiration of the period allotted for registration, you need to pick up the papers from the Federal Tax Service according to the previously issued receipt. You should be given:

New Unified State Register of Legal Entities sheet
New charter with registration mark in one copy.

You can receive documents using the issued receipt in person, or you can entrust this to your representative by issuing him a power of attorney. You can also receive documents by mail to the legal address of the LLC, but this must first be indicated in the application. Carefully check the received papers for errors and inaccuracies; if any are found, you must immediately inform the tax office about this so that the papers can be reissued. So, you receive a new entry sheet in the Unified State Register of Legal Entities with all the final changes. This concludes the registration process; now you need to notify your counterparties about the changes that have occurred.

Step 6. Notifying banks and counterparty partners about changes

Counterparties need to send out an information letter with changes that relate to your partnership. Changes that have occurred must be reported to the banks in which accounts are opened, for this they need to send:

free form information letter
founder's decision or protocol on changes
new sheet of the Unified State Register of Legal Entities
a copy of the new charter.
Counterparties need to send out an information letter with changes that affect your partnership.

VIDEO https://youtu.be/BK9kraJv9jQ

Conclusion

Well, we have dealt with all the nuances of the registration process in detail and laid them out step by step. In the process of considering the stages, it was possible to see that re-registration of the founders is quite a troublesome matter. But fortunately modern technologies They make our task much easier. Use of modern information resources and services, will help you avoid unnecessary unnecessary red tape and hassle, and will save a lot of time and effort. In addition, documents to the tax office can now be sent by registered mail or online.

Separately, it should be noted that changes in legislation are constantly taking place in the field of document flow. Legislation is changing now, one might say monthly, so when preparing documents it is better to consult with specialists or carefully understand all the details yourself.

If preparing documents for you is too burdensome, and you do not have the time and desire to thoroughly understand everything yourself, then contact some legal office. Experienced lawyers who know all the nuances will definitely help you - they will simply and quickly prepare the necessary documents and quickly register all changes.

In the course of its activities, each company may encounter the need to change founders. In accordance with the law Russian Federation This procedure represents a transfer of shares in authorized capital companies from one person to another.

The process of changing one or more founders in practice occurs for various reasons. Most often, a situation arises when a company participant expresses a desire to sell his share to a third party or company, and also when the successor of the former founder of the company assumes inheritance rights.

Methods in 2019

You can carry out the process of changing one or more founders in several ways: with the involvement of a notary and without his presence.

With the participation of a notary

The involvement of a notary specialist is required when one of the founders of the company decided to sell his share in the company. If this rule of law is not fulfilled, the transaction will be considered illegal.

The founder can sell his share in the company both to other founders and to a third party. However, in accordance with the law, first of all, the right to purchase a share of the company must be granted to the co-founders or the business company itself.

To do this, an offer letter must be sent to each founder of the company containing the same terms of purchase as for third-party buyers. After receiving the letter, affiliates have one month to decide whether to purchase or not.

In the event that not all founders make a positive decision to purchase a share in the company, the remaining members of the company can jointly purchase it. Moreover, the proportion of distribution can be absolutely any, both in accordance with the existing shares in the business, and according to some other criteria.

In the event that, upon expiration of the period, neither the founders nor the business company itself exercised the pre-emptive right to purchase, the founder has the right put your share up for sale to third parties and companies.

If the founder, who decides to sell his share in the company, does not provide the right of preference to purchase to other founders, but immediately sells it to a third party, such a transaction can be challenged in court within three months from the moment it was committed.

Without notarization

A change of founder does not require notarization in the case when a participant transfers his share in the company to a business entity. It is carried out in several stages. Initially, a new founder is introduced into the company, who contributes his funds to the authorized capital. Thus, the amount of authorized capital reflected in the register of legal entities increases. Then it removes the founder transferring his share from the list of participants and pays the value of the share due to him.

Step-by-step instructions depending on the situation

When changing the composition of the founders of a business company, changes are made to the company's statutory documents and their subsequent registration with the tax control authorities.

The introduction of a new participant into the founders of a business company is by far the most common way to attract investment funds to the company.

The procedure is quite simple, does not require a notary’s presence and allows you to register changes with the tax authorities within five working days.

In this case new member increases the amount of the authorized capital by depositing its share of funds into the company's cash desk or into its bank account.

IN tax office You must submit the following package of documents for registration:

Receipt for payment of a fee in the amount of 800 rubles.
Completed application.
The company's charter as amended.
Minutes of the shareholders' meeting, which will reflect the decision made to change the authorized capital.
Application of a new member of the company addressed to the general director of the company.
A document confirming the payment of funds to the contribution to the authorized capital.

The complete package of documents for registration must be certified by a notary; for this, the presence of all participants in the business company is required. The notary must be provided new statement from the register of legal entities.

After this, the certified documents can be submitted to the tax authorities at the place of registration. After five working days, one copy of the company’s charter and a sheet of entry from the register of legal entities confirming the changes must be collected from the tax office.

Approval of the new director

In the life of a business company, situations often arise when the company decides to approve a new director. After holding a meeting of participants and properly completing the minutes of the meeting, you can begin preparing the necessary documents.

To register changes, you must submit a correctly completed and notarized application to the tax authority. Some inspections also require minutes of the meeting of participants.

If the transfer of this document is still necessary (which should be clarified with the Federal Tax Service), you need to pay attention that an application for amendments to the tax control authorities is submitted no later than three days from the date of the decision to change the director of the company. This date is indicated on the minutes of the meeting and must correspond in time to the date specified in the application. In this case, no state duty is established.

Dismissal of a director from the LLC

There are many reasons, both objective and not, because of which the owners of a company decide to “part ways” with the current CEO. This could be as simple as the termination of an employment contract or the dismissal of the head of the company due to at will, and incompetence in performing their professional responsibilities or financial difficulties in company.

The CEO can be like employee, without financial share in the company, and to be its co-founder. In any of these cases, the procedure will be the same. Since information about the general director of a business company is submitted to the tax authority during its registration and is reflected in an extract from the register of legal entities, the tax office must be notified of the dismissal of the director of the company.

For this purpose, the minutes of the meeting of participants and a statement certified by a notary in the established form are submitted to the inspection. In addition, the dismissal of the general director must be formalized in accordance with the requirements labor legislation, namely, it is necessary to prepare a dismissal order, make an entry in work book and make a calculation.

Selling a stake in a company is a very common type of transaction. There are many reasons for this - it may be a lack of desire to engage in the same type of activity, the need to transfer funds to an economically viable project, or it may also be due to some personal circumstances.

If a decision is made to sell the founder’s share to a third-party buyer (the co-founders and the company itself refuse the right to purchase), it is necessary to prepare a package of documents for registration with the tax authorities:

The Charter as amended.
Document on the formation of the company's authorized capital ().
Contract of sale.
Minutes of the meeting of the founders of the company and the decision to sell the share.
An extract from the register of legal entities not older than 30 days.
Spouse's consent to the sale.

The entire package of documents must be certified by a notary. After this, all documents are transferred by the notary to the tax office, and the organization receives a notification that the documents have been transferred, as well as a copy of the application.

Changes to the register are made within five working days from the date of submission of documents for registration. After the specified period, the rights to the share are transferred to the buyer.

Changes in the Unified State Register of Legal Entities

Every change in the composition of the founders business entities must necessarily be reflected in the United state register legal entities. After submitting confirmation of changes to the information already specified in the register to the tax authorities, they are checked. After a certain period of time, changes are made to the register and their registration is completed.

Documentation

Depending on what changes are subject to registration, notarized forms of applications for changes, receipts for payment of duties, INN and OGRN, are submitted to the tax control authorities.

When making a decision to change the composition of the company's founders, potential risks and opportunities should be analyzed. On the one hand, for company participants, the sale of a share in the authorized capital is certainly an opportunity to increase their income if the share is distributed among the founders.

However, this is only possible if the activity brings stable income. If the situation in the company is ambiguous, then the emergence of a new participant may have a negative impact on the situation. The principle of prudence, best known in economics, will come in handy in this situation.

Methods for removing a founder from an LLC are presented in this video.

step-by-step instruction for 2018

In this material you will learn how a change of LLC participants occurs

Create documents for changing LLC founders

This article will help you find answers to questions that often arise during the process of changing LLC members. It also provides detailed step-by-step instructions for those who similar procedure more to come.

Situations when changes occur in the composition of an LLC and it is necessary to introduce a new participant to replace a retiring one often occur. The process is called “Change of Participants” and consists of two ongoing processes:

exit of one or more participants;
acceptance of new participants.

These organizational changes can be implemented in one of the following ways:

Use this article as step-by-step instructions and do everything yourself. Those who choose this method should remember that their expenses in this case will be as follows: payment for notary services and state fees for making changes to various documents. Quite economical, but it will take quite a lot of time to prepare documents and communicate with a notary and government agencies.
Take advantage of our preparation service legal documents to change the founders of the LLC. In this case, time costs can be significantly reduced by speeding up the completion of documents. Each of them will take no more than 15 minutes to create. But you will still have to send them to the appropriate authorities yourself.

Documents for changing participants in 5 minutes

WAYS TO CHANGE THE FOUNDERS OF AN LLC

Change of LLC founders with the participation of a notary

Notarization will be required if the withdrawing participant sells his share to a third party who becomes a participant in his place. That is, there is a purchase and sale of a share in an LLC. The participation of a notary in such a transaction is mandatory, otherwise it is considered invalid according to the law.

In addition to the purchase and sale agreement itself, the notary also certifies the documents that are necessary for the LLC participant in order for the sale to take place, after which the package of documents and the application is sent to the tax office:

the spouse’s consent to the transaction, a marriage contract or a statement of the absence of marital obligations;
written statements from all other LLC participants refusing to exercise their right of first refusal.

To obtain the latest document, you will need to comply with a number of formalities that are provided by law. Before selling his share to a third party, a participant wishing to leave the LLC must offer to buy it back to other founders or to the legal entity itself. Moreover, at the same price as will be offered to the buyer.

To do this, it is necessary to send a written offer to all founders, which will indicate the price and other conditions of sale. From the moment of receipt of such an offer, the participants and the LLC itself, if the charter provides for the acquisition of a share by the company as well, have one month to exercise the right of first refusal. In case of refusal of the founders, the company itself can buy out the share from the participant.

If only part of the founders refuses to acquire the share of the retiring participant, then the rest can exercise their right by dividing the share offered for sale among themselves. At the same time, they can divide it either in proportion to their shares or in another way. The law does not prohibit this.

You can withdraw your offer to sell only with the consent of all founders. If neither the participants nor the legal entity itself exercised their right of preemptive acquisition of the share, then the founder has the right to sell it under the same conditions to any third party who will be among the participants of the LLC.

Violation of the participants' right to preemption entails the possibility for them to demand the transfer of the rights and obligations of the buyer through the court. This can be done within three months from the moment it became known that the transaction was carried out in violation of the law.

Change of LLC participants without notarization

If a participant does not intend to sell his share, but, on the contrary, alienates it to the company, then this transaction is not a sale and purchase. And, accordingly, does not require notarization. In this case, first a new participant joins the LLC, making his contribution to the authorized capital and thereby increasing it, and then another participant leaves. The main thing is that the charter does not indicate that the participant does not have the right to withdraw from the membership. His share is distributed among the remaining participants, paying the exiting participant its actual value.

The possibility of accepting a third party into the LLC must be expressly stated in the charter. When a new participant enters, the size of the shares of all the others changes. Consequently, a decision unanimously adopted by all founders will be required to increase the authorized capital, redistribute shares, as well as to introduce appropriate changes to the charter. A person wishing to join the company submits an application indicating the size of his contribution, its composition and the desired size of the share in the management company. As well as the procedure and timing for its submission. The decision is made by the founders based on this application.

The exiting participant also writes a statement, which is submitted to the general. LLC director. From the moment this application is accepted, the applicant's share passes to the company. And he is paid the actual value of the share. It could be sum of money or, with the consent of the participant, property of the same value. The calculation is made on the basis of financial statements for the previous period.

Changing all participants at once and changing the only participant in an LLC is not permitted by law!

The process of changing participants consists of several successive stages. Next we will look at each of them in more detail.

STAGES OF CHANGING LLC PARTICIPANTS

Step 1. Decision on the entry of LLC participants

As already mentioned, the decision on the entry of participants is made on the basis of their applications. A person who wants to become one of the founders of an LLC writes it in free form, which is discussed in more detail in the article “Entering a Participant in an LLC.” Having considered this application, other participants make a decision on the entry of a new person into the company, approve changes to the charter, establish new sizes of the charter capital and shares of each founder.

A participant who wishes to leave the society, if he is not its only participant, also writes a statement. No exit decision is required. If the only founder wants to leave, then this is possible only if he sells 100% of the share in the LLC to another person.

Step 2. Preparing documents for the entry of a new participant

First, you will have to register with the tax office the entry of a new participant, and, consequently, an increase in the authorized capital. After completing the procedure and receiving all the documents, you will have to contact the Federal Tax Service again, but this time registering the withdrawal of the participant.

In order to introduce a new participant into the LLC, you will need following documents:

Form P13001. This is a multi-page form, which is an application for registration of changes in the constituent documents of a legal entity. faces. The applicant's signature on it is certified by a notary.
Minutes of the meeting of participants or the decision of the sole participant. It must contain decisions on the entry of a third party, on approval of those changes that will be made to the charter, on changes in the size and value of the shares of all participants.
Application of a participant (or participants) joining the society. This is the basis for making an appropriate decision.
New edition charter. It must indicate the new (increased) amount of the authorized capital. Served in two copies.
Receipt for payment of state duty. It is dated and signed by the person whose name appears on the receipt itself. It is good to have a copy of the document with you in case of unforeseen situations.
Power of attorney. It will be required if the documents are submitted not by the general director himself, but by his authorized representative.
Documents about independent assessment contribution if it is in non-monetary form.
Confirmation of the full amount of additional deposits. They are submitted within six months from the moment the participants make such a decision.

The state duty for changing the founder of an LLC is 800 rubles.

In order for a notary to certify the signature of the general director of the LLC on form P13001, he will need to provide some additional data:

extract from the Unified State Register of Legal Entities (not older than 5 days). Some notaries receive extracts from the Unified State Register of Legal Entities online. Before going to the notary, check whether he needs an extract from the Unified State Register of Legal Entities or whether he will upload it himself during your visit;
an extract from the list of company participants;
certificate of state registration society;
certificate of registration of the company with tax authority;
document confirming the authority of the manager (extract or copy of the appointment decision, employment contract);
manager's passport;
the entire package of documents submitted to the tax service.

Step 3. Submission of documents

After an additional contribution has been made by a third party, it is necessary to submit the prepared documents to the Federal Tax Service to register the changes. There are three for this possible ways:

The most reliable way to do this is to do this personally to the general director. Or his representative acting under a notarized power of attorney. To do this, you will have to pay a visit to the tax office.
Do everything on the Federal Tax Service website by sending documents to in electronic format. But this will require electronic signature(EDS).
Use postal services. A registered letter with a list of attachments will be required.

When submitting documents in person, you must obtain a receipt from the employee who accepted the documents and be sure to check that all data is written correctly and that the number of pages in each document is correct.

Re-registration of an LLC is usually called changes that, in accordance with Federal Law No. 129, are recorded in the constituent documentation. Whatever the reason: change of name, sale of shares or change of manager, it is important to formalize this legally correctly and draw up the necessary documents so that these changes can come into force.

Wind of change at the enterprise

In the process of operation of any organization, changes may arise in connection with the replacement of the director or founders and the redistribution of their equity participation in the total capital, which should be evidenced by new entries in the organization’s charter.

Replacement of founders is an official procedure, which can be carried out by selling shares or by removing its participants from the organization and introducing new ones. In accordance with existing legislation, the replacement of members of an organization can be carried out in different ways.

Replacement of founder, withdrawal from membership

All information about LLC members is entered into the constituent documents and into the Unified State Register of Legal Entities.

State registration legal entity accompanied by the entry into the Unified State Register of Legal Entities of the following data about it:

registration information at the address of residence;
passport details;
what share is allocated to him from the total authorized capital.

According to federal law No. 129, you can replace members in an organization as follows:

through alienation of a share in favor of another person;
leave a share in the organization.

The first option for replacing members of an organization is the simplest and is achieved by transferring the share to another person. The transfer of the share is carried out by selling or donating the willing citizen to any person who is not in this moment member of the LLC.

This is formalized by a purchase and sale transaction of a share in an LLC or by concluding a gift agreement.

According to the law, such a transaction (purchase, sale or gift) must be certified by a notary. Such a transaction is formalized accordingly and paid at the price established by the notary's tariffs.

The second option for replacing a participant is carried out by transferring a share to the organization, without resorting to drawing up a notarized document.

You can replace the founders of an LLC, as well as re-register shares in the organization through:

direct transfer of a share under a purchase and sale or donation agreement certified by a notary;
an alternative option that does not require the services of a notary, which can be documented in different ways:
- output of the previous member;
- resale of shares within the organization between its participants;
- sale of this share among the LLC participants under an agreement.

The withdrawal of one founder from the company is carried out as follows: he informs about his decision to leave the organization in writing and asks to pay him the amount corresponding to his share in the authorized capital. Then the participant’s decision to leave the organization is documented, and his share in the authorized capital is divided among the remaining participants or remains on the organization’s balance sheet.

Making a sale from founder to founder is possible within the organization without the participation of a notary.

To do this, it is necessary to draw up an appropriate written agreement in any form.

When an organization has a share on its balance sheet former member and the remaining members of the organization decide to sell it to a third party, an agreement is drawn up in form P14001 indicating a change in the owner of the share and documents confirming payment are attached to it.

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New CEO

The general director is a legal entity that can perform any actions on its own behalf. Its powers are established by the organization’s Charter and legislation.
Depending on the size and focus of the organization’s work, it may be led by: CEO individually or by redistributing responsibilities between members of the board of directors responsible for a certain type of work.

A change in the general director of an enterprise can occur for the following reasons:

because of ;
in connection with death;
by decision of the general meeting due to loss of confidence;
in connection with .

The replacement of the founder occurs after the transfer of his share or the acceptance of a new member; as for the general director, he can be replaced only after a positive decision has been made by the general meeting.

The process of changing a director occurs in several stages:

The present director draws up a letter of resignation.
The future director submits an application for employment.
Both statements are submitted to the general meeting.
A meeting of LLC members is held.
After the meeting makes a decision to replace the director, a corresponding entry is made in the Unified State Register of Legal Entities, but in this case the constituent documents do not need to be changed.
The new director signs the application and has it certified by a notary.
The notary receives an extract from the Unified State Register of Legal Entities.
The previous director submits the documentation on the transfer and acceptance certificate.
The director and the organization enter into an employment contract, the contract with the ex-director is terminated and a corresponding entry is made in his work book.
The director issues the first order on behalf of the head of this organization, which informs him of his acceptance of the new position.

Entering a new participant and redistributing shares

A new participant can be included in the LLC after making the necessary changes to the Unified State Register of Legal Entities. In this way, one or more new members may appear in the organization.

Registration of the admission of a new participant to the LLC is carried out without the participation of a notary. His share in the authorized capital is also registered without a notarized donation or sale agreement.

The entry of a new participant into the LLC must be registered with the Federal Tax Service; its data is also transmitted to the local executive committee with an indication of the change in the composition of participants.

In order for a new member to become a member of an LLC, it is necessary to obtain the approval of all its members. Anyone wishing to join the organization must write an application for further consideration by the general director and his members, who can accept him and allocate him a part in the total capital.

The acceptance of a new member into the company is due to the desire of its members to increase authorized capital due to new funds or property contributed to it, or by increasing it by all the founders. The latter is possible both in equal shares proportional to the amount of capital, and in disproportionate shares.

After accepting a new member, a general meeting is held to allocate him a share in the common capital. In this regard, there will be a change in the size of the shares of the remaining participants, data about which is currently available in the Unified State Register of Legal Entities.

In order for a new participant to receive a share in the authorized capital, he must make a cash or property contribution. Due to the fact that the capital increases, the percentage of shares of other LLC members will decrease.

Data about the new LLC member will be registered in the Unified State Register of Legal Entities, after which he will be given equal rights with other founders. He will also bear equal responsibility with the other founders corresponding to his participation in the authorized capital.

A new founder can be accepted into the organization in the following ways:

by increasing the authorized capital;
no change in capital;
by selling his share without notary participation.

All actions, including changes in the membership of the organization and transactions with shares, are limited in time in accordance with Federal Law No. 312:

1 month in advance, an amount must be deposited into the organization’s account, with the help of which the share of the new participant will be determined;
The entire reorganization procedure should take 6 months.

Re-registration of LLC upon change of founder

In accordance with existing legislation (Federal Law No. 129), all changes made to the composition of LLC participants must be documented in the Unified State Register of Legal Entities, and this information is transferred to the territorial body of the Federal Tax Service.

The cost of the procedure for changing the founders of an LLC, the price of introducing a new participant depends on the number of founders, stages of registration and the need for notarized documents. For example, Moscow law firms, engaged in the preparation of such documents, have set the following prices:

Paperwork

In order to make the necessary changes to the Unified State Register of Legal Entities you will need:

Consider the issue at general meeting and make a positive decision of all LLC founders.
Enter changes into the constituent documentation.
Collect the necessary documents to submit to the registration authority:
- decision of the meeting to change the composition of the founders;
- a new constituent document with a new list of participants;
- certificate of state registration of LLC;
- certificate of assignment of TIN;
- agreement on transfer of share;
- decision on the appointment of a director;
- documents for verifying payment of the share (bank receipt or certificate signed by the director and chief accountant);
- a description of the method of entry or exit of a participant into the LLC;
- copies of passports of all founders, including the general director;
- title documents on the transfer of shares;
- when drawing up a share purchase and sale agreement: notarized consent of the spouse.
- application in form No. P14001.
- receipt for payment of state duty.

Changes will be made to the Unified State Register of Legal Entities within 5 days; an extract of these changes must be submitted to the Federal Tax Service.

The organization will be issued new articles of incorporation, a certificate of amendment and new document– extract from the Unified State Register.

Notarization of the transaction

The need to register a notarial transaction when changing the participants of an LLC arises in cases where the participant’s share is re-registered:

in connection with a purchase and sale agreement;
by inheritance;
through donation.

The notarial method of re-registering the share of an LLC participant includes:

notarization of the transaction;
payment for notary services;
registration of the spouse’s consent to the purchase or sale of a share;
sending the necessary documents for further registration by post.

Documents for a notary:

application form P 14001;
extract from the minutes of the meeting of founders;
LLC charter;
certificate of state registration;
spouse's permission with a notary seal;
consent of the remaining founders.

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State duty

According to the Tax Code of the Russian Federation, Article 333.33, for state registration of changes in the constituent documents of an LLC:

The organization is charged a state duty in the amount of 800 rubles,
for registration of a legal entity – 4000 rubles.

When changing the general director, the state duty is not paid.

To the tax office

The Inspectorate of the Federal Tax Service must register all changes that have been made to the organization’s documents, including the change of director, the entry and exit of new participants.

To do this, the following documents are sent to the tax office:

statement of the founder alienating the share, certified by a notary;
documents confirming the transaction;
original receipt for payment of state duty.

The registration procedure lasts 10 days, after which a certificate of state registration of changes in the constituent documents is issued.