Model charters of legal entities. Approved model charters for legal entities

Entrepreneurial activity may be a vocation for some, but, nevertheless, does not guarantee permanence, because in the economic sphere, as well as in personal life, and at the same time, some circumstances may occur that predetermine the change of his activity by leaving the LLC.

However, the desire to change the type of activity is not enough, you need to know how to withdraw from society correctly and in accordance with the law.

Legislative basis for this issue

If the founder represents the management of the LLC in the singular, then he does not have the right to leave the company on the basis of Part 2 of Article 26 of Federal Law 14 until the company is deregistered or transferred to another founder, in the manner prescribed by law . That is, before leaving, the only founder is obliged to find a replacement for himself and introduce him to the founders in the manner specified in and regulated by Article 21 of the Federal Law No. 14.

In particular, new member can be entered among the founders:

Respectively grounds for changing the founder, which represents an LLC in the singular, can act as:

• desire to sell the company in the manner prescribed by law;
• the ability to legally gift the company to another person;
• in the order of alienation, for example, if the share was pledged;
• in the event of the founder's death.

And here change of CEO already regulated labor law RF, because, in fact, the director is the same employee, like other employees, the only difference of which is the fact that he is appointed to the position on the basis of the decision of the founders assigned to the meeting and work on, which can be terminated on the grounds that do not apply to other employees of the LLC and are given in Chapter 43 of the Labor Code of the Russian Federation.

In the event that there is a change of founders, and hence the owners of the company CEO on the basis of Article 75 of the Labor Code of the Russian Federation, he can be dismissed only within 3 months from the moment state registration property rights. By the way, in any case, the cooperation agreement is reviewed, because the company is already represented by other persons, so the agreement is renegotiated.

However, if the sole founder and at the same time the general director is one person, then the powers of the director are terminated in any case, but only from the moment a new founder is introduced into the LLC and on the basis of a documented decision of the founders.

One more feature should be noted. Apart from federal law The Society mentioned above also functions on the basis of the Charter, the conditions of which, firstly, must not contradict the current legislation, and secondly, must be strictly observed along with the established norms of the law.

Procedure

Changing the founder of an LLC is not a simple procedure, given that each company, as well as the Charter and authorized capital have already been registered and data on all aspects are included in the Unified State Register, assigned types of activities, concluded agreements helping to conduct economic activity developed a certain strategy for economic development.

And when changing the founder, everything, in fact, will have to be started anew, that is, the data on the new founder will have to be registered, changes to the Charter itself, it is possible to get a new one if new strategies are to be developed, and of course it will be necessary to renegotiate contracts both with the general director of the LLC and and with suppliers of resources or products, and it is possible to appoint a new director and find other business partners.

And considering that all these actions should be carried out only in accordance with the norms of the law, you need to know where to start.

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Change of founder

It all starts with the change of the founder, because, in fact, he is both the head of the company and the employer of the CEO, even if both positions are occupied by the same person.

And you can change the founder two ways:

• by increasing the authorized capital through the introduction of a new founder and the subsequent withdrawal of the previous founder with the redistribution of capital;
• by concluding a contract of sale with the transfer of shares to the buyer.

In the first case, the future new founder submits an application for the desire to contribute his share to the authorized capital of the LLC, the amount of which, on the basis of Article 19 of the Federal Law No. 14, must be specified in the Charter.

Simultaneously with the application for making a contribution, the new participant also submits an application for admission to the society.

In turn, the founders, if there are several or one decide about:

• accepting a deposit;
• acceptance of a new member into the ranks of the LLC;
• distribution of shares of the authorized capital, which increase with the advent of a new founder.

By the way, a new participant must make a contribution no later than six months from the date of the decision, and the decision to accept the founder must be notarized.

Then, on the basis of the decision made, changes are made to the statutory documents, which are reported to the State Register within a month from the date of the decision, and the following is submitted. package of documents, again notarized:

In the event that the monthly deadline for submitting documents is violated, the decision on changes loses its force and is declared invalid.

After submitting the documents, 6 days later, the LLC participants receive the approved Charter and a certificate of entry into their hands, and the procedure is considered completed. Now you can proceed to the removal of the previous founder, if he previously represented the company in one person.

The procedure for leaving an LLC is regulated by Article 26 of the Federal Law No. 14, in accordance with which the founder submits a notarized application for withdrawal from the founders.

Based on the submitted application, the decision of now two founders about:

• withdrawal of the founder from the ranks of the LLC;
• redistribution of shares of the authorized capital.

And again, this procedure is subject to new state registration, because the nominal value of the shares of even one remaining founder will increase, and the composition of the founders will change, like the Charter, therefore, you will have to re-register in the State Register by submitting:

• statement and minutes of the meeting;
• updated charter;
• Decree on changing the shares of the authorized capital;
• receipt for payment of state duty.

Of course, the above method of changing the founder is longer and more cumbersome due to the introduction and removal of founders, but it advantage may be an increase in the authorized capital, and hence the opportunities for the development of a renewed company.

In the case of using the second option, namely selling your share, the founder, in pursuance of Part 5 of Article 21 of Federal Law No. 14, must first send the offer agreement, in fact, to himself, and nominally to the Company, that is, he must notify the LLC of his desire to sell his share, thus fulfilling the norms of the Civil Code of the Russian Federation on the right pre-emptive purchase by equity participants of property.

And after 30 days, you can already draw up a contract for the sale of a share to a third party.

Further, the re-registration procedure practically does not differ from the one described above, because instead of a receipt for making a contribution, you need to attach a sales contract and confirming the redemption of a share. This is how the change of founders takes place.

The rules for this procedure are discussed in this video:

CEO replacement

Information about the person acting as the General Director of the LLC and acting on behalf of the Company on the basis of clause “l” of Part 1 of Article 5 of Federal Law No. 129, along with all the statutory nuances, is also without fail are made during the state registration of the company, therefore, when changing the founder and general director, it is best to make these changes at the same time, again following a certain procedure.

In particular, if there are several founders in the LLC, then a meeting is convened with an agenda to change the general director, on which a protocol is drawn up, which is the basis for the termination of the director’s powers already by issuing an order for the Company, indicating the article of termination of powers, namely part 2 article 278 of the Labor Code of the Russian Federation. That is, in fact, the director is dismissed, and his powers are temporarily transferred, for example, to a deputy.

Then a new meeting is convened to resolve the issue of electing a new general director and, again, a protocol is drawn up, which serves as the basis for the conclusion employment contract and publications on the appointment of a new director.

And taking into account the norms of Article 5 of the Federal Law No. 129, these changes in the management are subject to entry into the state register through submission of the next package of documents to the tax office:

• minutes of the meeting of the founders on the change of the general director and the selection of a new one;
• application ;
• copies of the passport of the new director.

That is, when changing the founders and, accordingly, the decision to appoint a new general director, it is possible to draw up a protocol on the introduction of a new founder and on the dismissal of the general director on the same day. It will be possible to accept a new general director only after the new founder is introduced into the LLC, of ​​course, provided that he becomes the general director.

If the founder and CEO represent the LLC in one person, then the change of leadership occurs as follows. The founder cannot convene a meeting due to the lack of partners, therefore, a decision is simply issued to change the director, on the basis of which the director is dismissed in accordance with labor legislation.

Then the procedure for introducing a new team member to the founders is drawn up, and already after the previous member of the LLC leaves the LLC, the new founder issues a decision to accept a new general director, unless, of course, the founder and director represent the Company in a single person. And since after the entry into the LLC of a new founder and the change of the general director, re-registration will be necessary in any case, these packages of documents can be submitted at the same time.

By the way, if the sole founder wants to appoint not himself, but another person to the position of the general director, also if the board of founders wants to change the general director, the procedure is the same with the provision next set of documents:

• copies of the passport of the new director;
• decision of the founder on the appointment or minutes of the meeting of founders;
• copies of statutory documents.

How to properly prepare a protocol for the change of director is described in the following video tutorial:

Change of passport data

Changing passport data is a fairly simple procedure for most citizens, which is carried out, for example, in the event of marriage, a change in residence permit, or simply in case of loss of a passport, but for the founder or general director of an LLC, everything is not so simple, since the passport data of these persons appear in, but, therefore, at the slightest change, the certificate will have to be replaced.

To get started, you need to decision of the founder or minutes of the meeting of founders about changing the data of the passport of the founder or the general director.

Then you need to compose statement F No. R14001 and notarize it. A copy of the new passport must be attached to the described package of documents and sent to tax office to amend the certificate of the Unified State Register of Legal Entities, which will be carried out after 6 days.

Possible risks of this procedure

From the point of view of the law, when changing the founder and general director of an LLC, operating enterprise with all the obligations taken by the previous management, therefore, for new team members there are risks in terms of fulfilling the obligations assumed in the order of succession, regardless of their desire. If the former owners committed any violations, then the current management will be forced to answer both to the budget and to counterparties and bear administrative responsibility in case of violations.

If violations are related to criminal proceedings, then the persons who committed the crimes will be held accountable, while the new owners of the LLC will be forced to participate in providing evidence, because part of the documentation will be seized and accompanied by numerous checks by the competent authorities, which will not be very pleasant. experience, especially at the beginning labor activity new CEO or founder.

That is why, in order to avoid risks on the obligations assumed when changing founders, some prefer to liquidate the LLC with the fulfillment of all obligations, including financial ones, and then open a new company. But since the liquidation procedure is not a cheap pleasure, because the staff will have to be fired while paying, all debts must be paid off and it is possible to terminate the contractual relationship ahead of schedule, which means paying a penalty, many people prefer to increase the authorized capital and change management, and then solve commercial problems which may not arise, especially if a full monitoring is carried out when buying a share economic activity LLC to avoid risks.

In the process of doing business in any company, it may be necessary to change owners. Or one of the participants decides to leave the society. In what sequence should the steps to change the founder be carried out?

To change the founders of the organization, you only need to collect all the documents, certify them with a notary and contact the Federal Tax Service. Changing the founder of a company takes a lot of time.

Specialized organizations dealing with such issues carry out transactions to change founders in short time. Independent change of the founders of the LLC is also not difficult.

Withdrawal of the founder from the company

When one of the founders wants to leave the company, he will need to write a statement to the general director of the organization. It is not required to request the consent of other participants, unless it is indicated in the constituent documents.

The actual share of the participant who left the company is calculated and paid to him no later than three months from the date of filing the application for resignation. The share itself becomes the property of the company. At the general meeting the remaining members share the share among themselves and changes are recorded within a month.

Step-by-step instruction

Any founder of an LLC can transfer (sell, bequeath) his share to anyone. It is not required to change the constituent documents, but the sale agreement (donation, etc.) is certified by a notary.

The procedure for changing the founder in an LLC consists of 3 steps:

1. Notification of all participants in the organization about the desire to make a deal. In accordance with the law, any member of an LLC has an advantage in acquiring a share, so notification must be in writing so that this fact can be documented.
2. Collection of all documents.
3. Certification of documents. When the documents are collected, they should be handed over to the notary. In the presence of the applicant, the notary will certify the documents.

Required the following documents to change the founder in LLC:

1. Constituent documents that confirm the rights to a share in the company.
2. A certified waiver of the priority right of purchase by other participants in the share.
3. Spouse's consent to the separation of the share, if at the time of foundation the member of the company was married, or a notarized statement of not being married. The same documents from the share buyer.
4. Receipt for payment of the fee.

If you are planning to change the founder of an LLC on your own, then the whole process can take about two weeks.

If the LLC has one founder

Change procedure sole founder in LLC takes place in three stages. With the simultaneous sale of shares by all participants in the LLC, it is necessary to act in a similar way. At the same time, the founder and the buyer make all changes independently, without resorting to notary services.

Step 1. The new member joins the LLC. For entry he will need to submit an application to the CEO, indicating the size of the future share, contribute the required share capital.

Step 2. Introduction of amendments to the statutory documents. When the founders have agreed to accept a new participant, these changes should be reflected in the company's statutory documents. Within 3 days from the date of registration, You need to submit to the FTS:

• new charter or amendments to the current one;
• legal registration certificate faces;
• the decision of the founders to change the composition of participants;
• extract from the Unified State Register of Legal Entities;
• a notarized application form P14001 (you can find it on the website of the Federal Tax Service, the application indicates the TIN, PSRN and the name of the organization);
• fee payment receipt.

Step 3. Old participants (participant) leave the company, according to the procedure for leaving the participant. Within a month, the Federal Tax Service provides a new register of participants, the decision of the founders on the withdrawal of the participant, his application.

A person who is far from jurisprudence and the norms of the current legislation may experience difficulties when changing the founder of an LLC. Despite its simplicity and transparency, the procedure takes both time and effort. If you do not want to deal with the issue on your own, you should contact the law offices, which are enough in every city. The price of such a service in the capital will be about 5-10 thousand rubles. rubles, in the regions - cheaper.

In conclusion, we suggest watching a video, which also tells about the procedure for changing the founders in an LLC and about the methods of such reorganization.

Changing the founder in an LLC with one founder is a little easier than changing a member when there are several of them, but it is still an expensive process. We will tell you in this article what ways to change a member of an LLC exist, what documents and in what time frame you need to draw up.

Change in the composition of the founders. How to change (re-register) the founder, including the only one

The change of LLC participants in 2019, as before, is regulated by the law “On companies with limited liability” dated February 8, 1998 No. 14-FZ (hereinafter referred to as Law No. 14) and can go through the following ways:

1. Change of the founder in the LLC as a result of the donation procedure or the purchase and sale / exchange of a share.
2. Change of founder in LLC in 2019 in several stages:

• infusion of a new member;
• exit / expulsion of the old participant from the society.

Changing the composition of LLC participants by leaving / expelling one of the participants and, as a result, the sale of a share by the company or a decrease in the authorized capital (it is permissible if there are several participants in accordance with paragraph 2 of article 26 of law No. 14).

Consider the first 2 ways to change the founder in an LLC in more detail (the third is actually one of the stages of the second method).

Re-registration of a share to another participant: change of the founder through a deal with a share. Notification of participants about the transaction and re-registration

Note! When changing the founder in an LLC by selling or exchanging a share with a third party, a rather large package of papers will be required to present to a notary (clause 11, article 17 of law No. 14).

Important! In a company consisting of one participant, in order to change the participants in an LLC, there is no need to draw up any other documents other than a contract of sale / exchange, donation of a share.

But in an LLC, where there is more than 1 founder, by virtue of paragraph 5 of Art. 21 of Law No. 14, it is necessary to send all participants, as well as the company itself, an offer (offer) to conclude a deal on similar conditions. This notice must be certified by a notary. Selling a stake to an intended third-party buyer is only permitted if the participants remain silent or refuse to purchase.

The instruction on changing the founder in an LLC when making transactions will look like this:

1. Collection and formation of documentation on the change of the founder in the LLC (share purchase and sale agreement, as well as the spouse's consent to the transaction or a statement of the absence of marital obligations). For more information on how to issue a spouse's consent, see the article Spouse's consent to the purchase and sale of a share in an LLC.
2. Provision of papers on the change of the founder in the LLC for certification by a notary. In addition to the documents for the transaction, it is necessary to present to the notary the P14001 form, according to which changes are made to the Unified State Register of Legal Entities.
3. Direction by the notary of documentation to the registration authority.

When a share is sold within the company, it is not necessary to offer it to all participants - you can immediately conclude a deal with the planned buyer (part 2 of article 21 of law No. 14). However, before the transaction, it is necessary to study the charter for the presence in it of the requirement to obtain consent to the sale of the share to other participants - from the company or participants.

Here is the detailed step-by-step instruction— 2019, how to change the founder.

Changing the composition of LLC participants is possible by introducing a new participant and, as a result, increasing the authorized capital.

The algorithm of actions will be as follows:

1. The future participant writes an application for joining the society in the name of the head.
2. A decision is drawn up to accept a new founder and increase the authorized capital, subject to mandatory certification by a notary (clause 3, article 17 of the law of 08.02.1998 No. 14-FZ).
3. The amount or property is paid to pay for the share of the new participant. The specified amount can be transferred to the settlement account of the enterprise or paid by property.
4. Information about the change of the founder in an LLC is submitted to the registering authority. This is:

• statutory documents;
• decision to accept a new member;
• papers confirming the payment of a contribution to the authorized capital;
• documents on the establishment of the enterprise;
• application form R13001.

Note! Upon completion of this procedure, the society becomes one more participant. If the goal was precisely to replace one participant with another, one of this pair of participants subsequently leaves the company in the manner prescribed by Art. 26 of law no. 14.

The procedure for the withdrawal of a participant in order to change the founder in an LLC:

1. A statement of intent to leave the company is drawn up, which must be certified by a notary and sent to the address of the company according to the rules for legally significant messages. Withdrawal is considered to be made from the moment the company receives the application.
2. The general meeting decides on the payment to the applicant of the actual value of the share in money or property.
3. The company applies to the registration authority to fix the change of the founder in the LLC in the Unified State Register of Legal Entities.
4. At the general meeting, the issue of the fate of the share of the withdrawn founder is decided.

When deciding how to change the founder, you should consider all possible ways, since the procedure for changing the founder in an LLC is quite laborious. At the same time, it should be remembered that changing the sole member of an LLC by withdrawing from its membership is not allowed.

Step-by-step instructions for changing the founder of an LLC

In the course of its activities, each LLC may encounter the need to change the composition of the company's participants, and this does not always happen in different time. Sometimes it is necessary to simultaneously withdraw one participant from the company and at the same time include a new participant - to carry out the procedure for changing the founder of the LLC.

To do this, you will need to choose where to start - first expand the composition of the founders, and then withdraw from the LLC, or vice versa - withdraw the participant and then include the new one in the company. Both options are justified for various situations, but it is more preferable change of LLC founders simultaneously, that is, through an initial increase in the number of participants and an increase in size, since it is this method that is a change in the literal sense.

In addition, only in this way is it possible to carry out the procedure for changing the founder of an LLC in the event that the company is formed sole member, due to the fact that the exit of the sole founder from the company is prohibited by law. In fact, it will be from the sole founder to another person.

IMPORTANT! If you change the founder of an LLC by first introducing a new member into the company and only then withdrawing the old one, then you do not have to notarize such a transaction, which significantly reduces the costs of the entire procedure (the savings can exceed 25 thousand rubles, depending on the notary chosen) and simplifies it.

The whole procedure can be divided into 2 stages:

1. Entrance to the founders of the LLC of a new participant.
2. Exit from the LLC of the old member.

Step 1: Inclusion of a new participant in the LLC founders

The potential participant draws up and submits to executive agency company an application for admission to the founders of the LLC. In this application, it is mandatory to reflect the size of the share claimed by the new participant, as well as what amount he will contribute to the authorized capital of the company.

Accepted from potential participant the application is considered at the general meeting of founders (or by the sole founder) and a decision is made on it. If the decision is positive, then the new participant is included in the company and his contribution increases the authorized capital.

Step 2: Registration of changes in the composition of the LLC founders

After the decision is made to include a new participant in the founders of the LLC, it is necessary to make changes to the charter, as well as prepare and submit to the Federal Tax Service within three days a set of documents for registering this change. You will need:

• (in new edition) or changes to the current one (2 copies).
• The decision of the general meeting (or the founder) to expand the composition of the founders.
• Certificate of registration and extract from the Unified State Register of Legal Entities.
• Completed and notarized Form P14001.
• Receipt of paid state duty (currently it is 800 rubles).

Step 3: Change of LLC founder

Now that the new founder of the LLC has officially become a member, you can proceed to the process of exiting the old one. This procedure is described in detail in a separate article "". Here we only mention that it is important to properly prepare the necessary documents:

Form P14001 is already signed by new director and his signature is certified by a notary.

You can fill out the P14001 form using a program specially created by the Federal Tax Service of Russia for preparing documents on state registration. registration. This service is completely free. You can download the program and read the instructions for its use on the official website of the Federal Tax Service at http://www.nalog.ru/rn77/program/all/form_reg/.

• Form P14001 - you need to fill out: sheet "A" - LLC registration data; sheet "D" - information about the participant who left the founders; sheet "K" - the appointment of a new founder as a director and the removal of powers from the old one; sheet "P" - the new director acts as the applicant.
• New register of LLC participants.
• with information on the decision to change the founders of the LLC (on the withdrawal of the old participant).
• The statement of the leaving founder on the withdrawal from the LLC.

Within a month from the moment the participant leaves the LLC, it is necessary to notify the Federal Tax Service of this and submit the prepared documents for registration.

Step 4: Completing the Change of LLC Founder

After the completion of the registration actions, it remains to pay compensation to the withdrawing participant for the share transferred by him in authorized capital. This must be done within three months after the decision at the meeting of participants. When calculating the amount of compensation, the amount is taken into account net assets society for the last reporting period in proportion to the share of the withdrawing participant. Of course, in the event of a change in the sole founder of the company, the amount of compensation can be agreed in advance.

Thus, the process of changing the founder of an LLC can be done quite quickly - in 10-15 days. Moreover, it is not at all necessary to notarize the transaction - you can simply initially expand the composition of the founders, and then reduce it.

It is legally correct to call the persons who organized and registered the LLC not founders, but participants. However, in the business sphere, the term "founder" has become more common and generally accepted.

What is the right thing to do if you need to introduce a new member to replace the retired one among the founders? From January 1, 2016, there are changes in the usual scheme adopted to enhance the effectiveness of countering raiders and other scammers. Compared to the previous steps, it is somewhat more laborious and costly, but the law is the law.

How it was before January 1, 2016

The most difficult issue related to changes among the founders is related to the disposal of shares.

Prior to legislative changes, the board of founders had several ways to change its composition.

1. The outgoing founder disposes of his part of the capital at his own discretion, and the candidate for founder reimburses this part in the authorized capital. A transaction is being made: respectively, a sale, a donation or a will, certified by a notary.
2. The share is actually bought, but this is not formalized by a notary transaction, but by an increase in the authorized capital, which was made by the introduced participant. Such a scheme made it possible to exclude the involvement of a notary, which significantly saved money.
3. Replacing one founder with another: one leaves, having written a statement of withdrawal, his place is taken by another. The issue of the disposal of shares is decided between them.

IMPORTANT INFORMATION! From 01/01/2016, option 2 became unprofitable due to the mandatory notarization of the increase in the authorized capital. That is, you still cannot do without a notary, and the registration of changes to the Charter will have to be done twice.

Options for changing the composition of the founders

To start the replacement procedure, it is necessary to consider the peculiarities of the circumstances of the entry and exit of the founders from the legal entity. Two different sequences of events are possible:

• first, the composition of participants expands, then the “extra” founder is removed from it;
• first of all, the desiring founder is withdrawn, after which a new one is introduced.

NOTE! If the founder is the only one, only the first option is possible for application, because the law prohibits the single founder from leaving the LLC, he can only liquidate it, and this is a completely different procedure.

The LLC includes another founder: a step-by-step procedure

1. A potential participant agrees with the current ones on the amount that he will add to the authorized capital.
2. His opinion on the share he plans to own is heard.
3. The candidate submits an application to the executive body of the LLC with a request to be admitted to the legal entity. The application must contain information about the proposed contribution to the capital and the claimed amount of its future share.
4. The general council (or one person, if it is the only founder) considers the application and decides the fate of the applicant. A positive decision introduces the newly-made founder into the legal entity and increases the authorized capital of the LLC.
5. The minutes of the general meeting are drawn up, reflecting all the changes in the monetary and numerical sphere.

Now the LLC has one more founder. In order to legalize this, it is necessary to carry out registration of changes in the tax authority.

1. New information is introduced into the charter (it is rewritten in a new edition or an additional text is drawn up).
2. A state fee is paid for making changes to the statutory documents (in 2016, its amount is 800 rubles).
3. The package of documents for filing for registration is completed:
   • updated statutory papers or additional document with the text of the changes (2 copies);
   • minutes of the general meeting of participants at which the changes were adopted;
   • certificate of registration of a legal entity;
   • extract from the Unified Register legal entities;
   • duly completed and certified;
   • stamp duty receipt.
4. The entire package of documentation is submitted to the department of the Federal Tax Service that carried out the initial registration of the LLC.
5. After 5 working days, a certificate of registration of changes and a new extract from the Unified State Register of Legal Entities are issued instead.

Instructions for the retirement of the current founder

Any participant, except for the only one, has the right to leave his membership in an LLC, if he so desires and the Charter does not contain any restrictions on this matter. You need to act in the following order.

1. A member seeking to become an ex writes and submits a statement of their intention to leave the structure of this legal entity. The application must be addressed to the General Director of the LLC.
2. Accounting calculates the amount constituting the share of the departing founder. How to deal with this share will be discussed in more detail below.
3. Appointed general meeting participants to redistribute the remaining shares.
4. The text of the LLC Charter is being changed.
5. Within a month, changes must be registered with the Federal Tax Service according to the above scheme.

NOTE! It does not matter in what order the composition changes: first entry, then exit, or vice versa, the meaning and procedure remain unchanged.

What happens to the dropout share

Since 2009, a participant who leaves an LLC cannot dispose of his share as he pleases. By law, he has a choice of two ways to lose his share:

• voluntary gratuitous transfer of rights to its share to a legal entity without the possibility of subsequently claiming any rights;
• mandatory sale, and the cost must be adequate, established by the council participants.

First of all, it is necessary to offer the participants of the LLC to buy a share - they have priority rights to it. If this happens, the ratio of authorized funds is simply redistributed among the remaining members of the board of founders. If a share is sold to a third party, the other participants must be notified of the impending sale and agree to it.

How is the share sold?

1. Notice to all remaining shareholders and a priority offer to purchase a share.
2. Registration of a refusal to purchase a share by members of an LLC (the document must be certified).
3. Permission of the spouse of the withdrawing participant, if he is registered in marriage, that the share will be sold. The same is required of the future buyer.
4. The seller of a share of capital with title documents to it, with the help of a notary, certifies the transaction in the presence of the buyer.
5. After the transaction, the notary notifies the Federal Tax Service of it within 3 days and asks to change the entry in the Unified State Register of Legal Entities.
6. The meeting of founders, which has lost one participant, changes the provisions of the Charter (see the scheme for introducing a new founder) and registers new data with the tax office.

NOTE! If the buyer has not paid the seller's share in full, then the transaction can be made in relation to a part of the share or carried out later - after full payment.

Founder, the one and only

When an LLC is founded by one person (this is permitted by law), he cannot leave the organization. He will have to sell his enterprise to a new owner, having formalized the transaction by a notary public (this is how he sells the authorized capital - in its entirety, we are not talking about a share). Then he makes a decision on the introduction of a new member to the board of founders. Now there are already two in it, and it is legitimate to start acting according to a scheme that displays the right founder from composition.

IMPORTANT INFORMATION! When the general director leaves the LLC, in addition to the withdrawal procedure, it is necessary to carry out his legal dismissal.