How is the sale of the share of the share capital of NDFL. Purchase sale of a share in LLC

How is the sale of the share of the share capital of NDFL. Purchase sale of a share in LLC
How is the sale of the share of the share capital of NDFL. Purchase sale of a share in LLC
26.09.2019
In what cases is it possible to sell a share in ooo? How is such a deal, such a federal law is regulated and what is included in the package of documents required for the sale of a share in LLC? We will tell about this in our article.

Transactions such as the purchase and sale of a share in LLC, in the business of business are quite often due to the change in the size of the share, the introduction or conclusion of the participants of the LLC. Parties to the purchase and sale transaction share in LLC are: existing participants, third party (future participant) and directly LLC. Consider in more detail the main reasons for the purchase - sales of the share in OOO:

  1. Entrance to LLC. It assumes the opportunity to become a third party to become a member of the LLC through the acquisition of a share at the Company itself (in the absence of restrictions on the unallocated share of the published participant) or in one of the existing participants. Depending on who is the seller and the buyer, the design of the share is carried out by entering into a contract in simple writing or notarially. Also, the commissioning of a new participant LLC is possible through an increase in the authorized capital of the LLC through cash or property taken from the new member of the Company.
  2. Exit from the composition of LLC. Each participant in the Company is entitled to get out of the organization with obtaining the desired income from the sale of its share to a third party, directly to the Company or its participant. Depending on who will be the buyer of the participant's share of the participant who wants to get out of Ltd., an option is applied for the design of the purchase and sale of a share. In the case when a participant in the Company wants to get out of its composition without compensation, he has the right to carry out this without consent to other participants by writing a statement on his own behalf. A voluntary output from LLC involves further receipt of compensation in the amount equal to the real value of the share of LLC. In practice, it is believed that such a way out of Ltd. is the least costly on its time.
  3. Replacing one member LLC others. This method involves the design of the purchase and sale of the share of the participant of the Company with a third party. Such a transaction is necessarily a notarial form and is under clear control of the notary. One of the most optimal options for a simple replacement of one participant LLC to another is to enter a new participant through an increase in the authorized capital of the Company, and the exit of the former participant is carried out through the application.
  4. Changing the size of the participant's share in LLC. Each member of the Company is entitled to resume its share by redemption of a share or part of the share of another participant in the LLC either directly from the Company itself. Also, the increase in the size of the participant's share can be made through an increase in the share capital and the subsequent redemption of the share equal to the size of which the Criminal Code was increased.

Alienation of the share of LLC: shareholding options

Regardless of who a member of the Treaty on the purchase and sale of a share in Ltd. by using authorized capital, the law "On Limited Liability Societies" FZ-№14 p. 11 of Art. 21 implies a mandatory identity of such transactions by notary.

Transactions on the purchase and sale of a share in LLC can provide for several options for changing participants. Let us dwell in more detail on each of them.

1. Purchase and sale share between participants in LLC. Each member of the Company has the right to sell its share (or part of it) to one or several participants in the LLC. To fulfill this transaction, the consent of other participants is required. In cases where the organization's charter has a restriction in the form of an agreement on the purchase and sale of the share of other participants, the latter must provide their consent on time no later than 30 days or a refusal in writing. Based on those submitted by the Director-General of decisions of other participants in the Company, the necessary documents and the contract for the sale of the sale of a share in Ltd. in simple writing are issued. The notary has enough presence only the seller.

The buyer of the share in LLC becomes full of its owner after state registration.

2. Purchase and sale of a share in LLC between the Company's participant and a third party. This option for designing the purchase and sale of a share in LLC is possible in the presence of failures from other participants in the Company and the lack of restrictions on the sale of a share through the authorized capital to third parties. The seller of the share and her acquirer, receiving all the necessary documents from other participants of the LLC, should assure them in the presence of a notary.

It is important to note that the transaction on the purchase and sale of a share in LLC between the participant of the Company and the third person implies the existence of the consent of the spouses to its commit. Personal presence of spouses at the notary at the time of the transaction is allowed or it is necessary to provide such consent in a written notarized form.

The buyer of the share in LLC becomes a full-fledged owner at the time of assurance from the notary, which, in turn, must transfer all the documents received to the registering authority. And only after registering changes in the register of legal entities, the share acquirer becomes a full participant in the LLC, and the seller, in turn, receives money from the buyer.

In cases where the share in society is fully bought out, the seller's participant is obliged to get out of the LLC without further complaints.

3. Purchase and sale of a share in LLC between the participant and the Society itself. A limited liability company has the right to redeem the share of the participant in cases:

  • if there is a ban in the Charter of the Organization for the sale of a share of third parties;
  • in the absence of the consent of other participants in the LLC for the sale of a share of third parties and their desire to acquire such a seller's participant.

In accordance with the Federal Law, the Company is obliged to buy a share of the participant coming from LLC voluntarily on a written application. In this case, the contract of sale of the share is notarized notarially, and the registration of the transaction must be performed within 1 month. A bought by society share can be distributed among other participants and third parties (if it is not limited to the Charter of the Organization) within 12 months. As practice shows, there is an inverse situation when itself offers a redemption of a share of not all participants in the Company. In such cases, the contract of sale of a share does not require notarization, registration period is 7 days. In the role of the applicant, the society itself is self-managed.

Important! Based on FZ 312 "On Limited Liability Societies", if there is no participant in the composition of LLC, the exit from it is not allowed.

4. Purchase and sale of the share of Ltd. Between a third party and directly by society. This transaction option is possible in cases where the share of Ltd. is not redistributed between the Company's participants within 1 year, and there is a need for its sale to third parties. Registration of the purchase and sale of the share of Ltd. is carried out through the conclusion of a contract in a simple writing without certification of the notary. The seller is a society in the person of the Director General, the Buyer - a third party as the future participant of LLC. In the event that the Charter of the Organization provides for the consent of other participants for the sale of a share, they must be provided in writing.

If the organization's charter has a restriction on the sale of a share of LLC to third parties, it needs to re-register already with changes.

Purchase and sale of a share in OOO: the main stages

Registration of a transaction for the sale of a share in LLC involves several main stages:

  1. Preparation of the necessary package of documents and the certification of them in the notary.
  2. Notarized certificate of contract and state registration statements.
  3. State Registration and making relevant changes to the Unified State Register of Legal Entities (EGRUL).
  4. Receiving documents on state registration.

The purchase and sale agreement in Ltd. should include:

  • subject of contract (information about OOO OOO and participant's share in society);
  • conditions and procedure for issuing a purchase and sale transaction;
  • the cost of a share in a certain monetary equivalent;
  • consequences of registration of sale and sales transaction for the buyer and the seller;
  • additional conditions.

The package of documents required for registration of the purchase and sale of a share in LLC includes:

  • the Charter of the Company in a new edition, with amendments to the change in the composition of the participants;
  • contract purchase of sales share of LLC;
  • photocopy of certificate of state registration of LLC;
  • photocopy of the certificate of registration in the tax authority;
  • notice of society and all participants of the LLC for the sale of a share (in cases where the participant is not the only one);
  • written refusal either the consent of other participants of the LLC on the sale of a share;
  • written decision to sell your share in ooo;
  • a document confirming the fact of the formation of authorized capital;
  • extract from an incorporation, which is not more than 10 days;
  • written consent of one of the spouses (if necessary);
  • a document confirming the legal acquisition of a share in LLC (a notarized contract of sale, sv-in about inheritance, a statement and a protocol on admission to society);
  • a document confirming the payment of the share of LLC (payment banking order, certificate from the bank, etc.) is provided in the case of payment of money;
  • a document confirming the increase in authorized capital by the property method (balance sheet certificate, the assessment act of property and the act of receiving property for the balance of the organization).

State registration of the contract of sale of a share of LLC

To alienate the share in LLC and registration of changes in the tax inspectorate, it is necessary to submit a statement of the established form. The design of the sale of a share is carried out on the basis of a contract signed in 2 copies. The applicant is the seller - participant in LLC. In case the seller is a legal entity, it is allowed to participate as the applicant of the representative of the head of the Organization by proxy. In the event that several participants act as sellers at once, the applicants must be in the same quantity, and the contract of sale may include applications in an amount equal to the number of participants in the transaction. At the end of the transaction in the notary, the latter must submit an application form to the register tax authority for 3 days. Within 5 business days, documents can be obtained by both the applicant personally and the official trustee. In cases where the documents are sent by a notary postal departure, cop-in on making an appropriate entry to the register, together with the discharge, will be sent to the legal address of LLC in which the proportion was sold.

Hello! Today we will talk about the sale of authorized capital of OOO or share in the authorized capital.

- This is the main source, due to which the company's property is formed. The need for sale often occurs. The reason can be the move to another place of residence, the business has ceased to cause interest, various family circumstances, it happens that a person elementary wants to change the type of activity. We will deal with all the nuances in this article!

General procedure for alienation of a share or part of the share in the authorized capital

First of all, we clarify that if the transaction is aimed at the alienation of the entire share or some part of it, it must be certified by a notary, that is, a document is drawn up, which is signed by all parties. In addition, the notary data is made of data on whether this person has authority to dispose of the share or part of it.

But cases are established when the presence of the notary does not need:

  • Forced exclusion of the participant;
  • Share is sold at public auctions;
  • Share is the subject of recovery of creditors.

A complete list of cases can be clarified by contacting the federal legislation directly.

It is also worth mentioning one moment, which concerns terminology: the alienation of the share is any transmission of its part. These manipulations are often called the term "assignment".

How is the alienation of the share of authorized capital of OOO

The procedure itself is not much difficult and consists of three steps:

  • Process for the preparation of documentation;
  • Certification of documents (when this requires the law);
  • The process of making information in.

No matter how, but the procedure still has its own specific features and to facilitate understanding, we analyze every stage.

The documentation package must include all the necessary paper:

  • Charter with changes;
  • Confirming protocol;
  • Treaty for the sale of a share in the authorized capital of the LLC, with the conclusions.

These documents may also be needed to clarify in a notary, assumed by the transaction.

Of the listed documents, the most important is signed by both parties.

It is necessary to include the following information:

  • General information about the parties;
  • Information about the company;
  • Agreed value;
  • It is necessarily written responsibility for non-fulfillment by one side of any points of the contract.

The notarization of the transaction also has its pitfalls:

  • If the seller is married, written consent to the transaction from the second spouse;
  • If the seller is divorced, but was married at the time of the organization of society, then from the former spouse also need written consent. To put it mildly, a strange requirement, but it takes place to be. And comply with the requirements of the law will have to.

At the last stage, you can say the following: All documents necessary to make changes to the registry can send not only the notary, but also any participant in the LLC. The consequences may be different, since in this embodiment, the notarial organs are not responsible for action with documents.

Procedure for selling a share in the authorized capital of another participant of the Company

The first thing to do a participant who decided to sell its part of the authorized capital of LLC , To inform all other members of the company, since it is they who have a priority redemption right.

This transaction option is possible without the attraction of a notary, which saves time and finance.

The procedure passes as follows: For thirty days, any of the founders of the company agrees to acquire your share in business. Then the contract is issued in arbitrary form, and the certification in the notaries is not required.

Such a deal possesses in fact, many advantages: no need to visit a bunch of instances, a notarized office.

If all participants of LLC refused to acquire a share or part of it, it is possible to alienate the share in the authorized capital in favor of other persons. Of course, the refusal requires written design.

Sale of share of authorized capital LLC to the third person

If you plan to sell a share or part of a share to a third party, you need to collect a package of documentation that includes:

  • Test certificate (copy of the buyer and seller);
  • Copy;
  • Protocol, or another document confirming the creation of society;
  • Register of all founders;
  • Consent to the transaction from the spouse of the seller;
  • Filled application.

The transaction holds a notary, in the presence of the Director of the Company, which assures copies of documents.

After the signing of the contract is performed, the Seller addresses the notification in which the fact of a perfect transaction is indicated.

The studied judicial practice on this category of affairs makes it possible to draw conclusions that often participants in transactions falsify documents: fake signatures, carry out manipulations with dates and so on. In order to avoid this gradually, the procedure will be tightened.

Sale of authorized capital Ltd. Sole participant

The alienation of the share or 100% of the authorized capital is the only participant automatically implies a change of this to another person. This is usually carried out by concluding a sale agreement.

Let us dwell on this variant.

Sale of 100% of the share in the authorized capital of the LLC is necessarily certified by the notary, otherwise the transaction will be recognized as negligible.

The sales contract is drawn up between the only founder and the potential participant of the LLC. The contract necessarily indicates how much the share and information about all parties to the transaction is. Of all the above, it becomes clear that in fact this alienation of the share of either 100% of the Criminal Code is a third party.

Often there are situations when the share becomes a legal entity. In such cases, the law provides for a slightly different order, according to which the transaction is performed.

When such a transaction is committed, information about whether the right person has the right to sign in the contract, in general to sign such serious documents. The authority of the Director-General is also subject to verification if he signs the document.

There are also significant restrictions on the sale of an unpaid lobe: only the paid part (according to the Civil Code of the Russian Federation) can be (alienated). The sale of the actual unpaid part of the Criminal Code is negligible.

What happens with a share in the authorized capital after the participant's exit

Sale of a share in the authorized capital of LLC after the exit of the participant is possible only when this does not directly prohibit the Charter of the Company. If there is no such prohibition, then any participant may leave society without focusing on the opinion of other founders.

Since January 2016, legislation requires the certification by the notary of that statement that was filed.

The only founder cannot exit society.

Instructions for the sale of shares in the authorized capital when the participant

  • The participant writes a statement about his decision, transfers his face authorized to accept and consider such materials;
  • The protocol is drawn up with the fixation of the fact of the release of one founder;
  • The right-ending documents are rented in the FTS. They are sent to a disregard, by email, or through the portal of public services;
  • Obtaining an appropriate certificate. Usually it takes about 5 days. All information specified in the certificate must be carefully checked as they are legal importance.
  • At the next stage, banks and counterparties are informed about the changes (banks are notified when the company has credit obligations in front of them);
  • The implementation of payments to the published participant. It can be made in monetary measurement, or by means of property, if a former participant gave his consent to this.

If the court recognized LLC, then the former participant receives his stake back. It usually takes 6 months.

Difficulties in the exit

Sometimes circumstances requires forcibly withdrawing a participant from the composition of LLC. It happens infrequently, but to mention and consider them to have a common idea.

  • Usually, such a procedure accompanies the trial in which evidence confirms that the actions of a particular person led to the fact that society is losses, or the founder has violated legislation;
  • If the court decided to make a compulsory conclusion, then the former participant may be denied the payment of its share of capital;
  • If the participant of the Company died, his successors declare their rights, otherwise the share of the deceased will be used by the Company in its own interests.

The procedure for exit is not as simple as it seems. In fact, it takes close attention to it, as well as full advice with specialists.

Treaty of sale of authorized capital, etc. Documents for download

  • Download contract purchase and sale in the authorized capital of LLC
  • Download a sample contract for the sale of part of the share in the authorized capital of LLC
  • Sample protocol of the general meeting of participants of the LLC when selling a share in the authorized capital
  • Sample the consent of the spouse for sale - the acquisition of a share in the authorized capital of LLC

NDFL when selling a share in the authorized capital of LLC

The procedure for the taxation of such transactions has a number of subtleties.

In accordance with the Tax Code of the Russian Federation, if Piz. The person sells a share or part of the share in the authorized capital, it receives income. Accordingly, there is a facility for payment. In this case, Piz. The face fills the declaration and gives it to the FTS Department in its place of residence.

If a share sells Piz. The person, then it is not realized by the property itself, but the right to it, and therefore, it will not have rights to tax deduction. Ndfl Piz. The person pays after the end of the calendar year.

Important information: Phys. Persons themselves fill the declaration, and give it away!

If they sell their shares, JUR. Persons, tax will be directly dependent on which they are used.

List of documents for filing a declaration

  • Passport (copy of the front page and register pages);
  • Original TIN, or call his number;
  • Information about the sale of a share;
  • Contact phone number.

And further. The Ministry of Finance of the Russian Federation believes that even if you, you still have to declare income and pay NFFL. It justifies this simply - the participant of LLC - Phys. face. There is even a judicial practice that supports this opinion.

In conclusion, I would like to say that each participant of the LLC is entitled to carry out the transaction of the sale and sale of the share capital of LLC, which he said. The transaction on the alienation of the share in the authorized capital can be made simultaneously with several people who wish to acquire it.

If you made a decision to deal with the entire procedure yourself, it is worth remembering that judicial practice on the unclean design of such transactions is quite extensive.

Always pay attention to the following points:

  • Not the only founder alienates capital;
  • The share selling must be paid;
  • If a share is sold to a third party, other participants of the LLC do not have objections;
  • Whether the preemptive right to purchase is complied with.

Following these uncomplicated points will avoid proceedings and negative.

Option 1

"Purchase - Sale of a share in LLC between the participants of the Company"

The participant of the Company has the right to sell his share or part of it to one or several participants in society. The consent of other participants or society itself is not required for this transaction, if there is no restriction on the charter. If consent is necessary, participants on time no later than 30 days are obliged to provide written consent to the acquisition of a share or provide refusals. For this, each of the participants inform society represented by its general director about its decisions. Based on what the relevant documents are issued, including the purchase agreement - sales of the share in Ltd. in simple writing. In this case, the notary must be present only a participant selling the whole stake. Member - Seller's share should assure a notary form at which the purchase of the purchase - sales of the share of authorized capital will be held.

Share passes to the acquirer from the moment of state registration. In the case of buying and selling the entire share of the participant in the company, there is a complete replacement of the participant, since one of them leaves Ltd..

Option 2.

"Purchase - Sale of a share in LLC between the Company's participant and the third person"

This embodiment of the purchase and sale of a share is possible only when the failures of other participants were obtained and the possibility of selling a share in the Criminal Code to new persons was obtained.

Having received the necessary documents from participants, the seller of the share and the buyer - the new participant draw up documents for the assurance of the transaction. To do this, both sides are collected in the notary and assure all the necessary documents in its presence. In addition, for the implementation of this procedure, the written consent of spouses for the purchase and sale of shares in the authorized capital will be required. This can be done in parallel at the time of the certification of this transaction, inviting spouses of the parties to the notarial chamber, or bring ready-made.

The buyer in this case receives the right to share at the time of assurance. During the 3-day period, the notary personally transmits documents to the registering authority. After registering these changes in the registry of legal entities, the buyer becomes a member of the LLC, the seller of the share receives money from sale. If the share was sold completely, the participant comes out of the composition of LLC and no longer has nothing to do with him.

Option 3.

"Purchase - sale of a share in the authorized capital between the LLC participant and the Society itself"

Society can and must buy a share or part of the participant's share only in cases:

  1. There is a ban on selling a share in LLC to third parties;
  2. If the consent of the participants is not received for the sale of a share in LLC to a third party (if approval is provided for by the Charter of Ltd.) and they did not express the desire to acquire it.

The law obliges society to acquire the share of the participant on his written request. The purchase agreement - sales of the share in this case does not provide for notarization. Register the sale of a share in the authorized capital of society is necessary within one month from the date of the decision to sell and transition to the share of society. The applicant will be a seller participant in such a purchase.

Next, during the year, the share of society should redistribute proportionally between other participants in the LLC or third parties (if not prohibited by the current statute). This condition is applicable already after registering a new version of the charter or annex to it, where the ban on the introduction of new persons to the participants is removed.

In addition, in practice there is an inverse situation when the society itself sells a share not to all participants. This procedure also passes without the assurance of the purchase and sale agreement at the notary, the deadlines remain those as usual (7 slave days). The applicant in this situation is itself in the face of the head.

The release of the participant from the Company is prohibited if it does not have a single participant (paragraph 2 of Article 26 of the Federal Law "On Limited Liability Societies").

Option 4.

"Purchase - sale of a share in the authorized capital between the society and the third person"

If during the year the participants did not redistributed the share of Ltd., it is mandatory to sell it to a third party. To do this, you need to contact the statute and view, whether there is a ban on this. If the prohibition is available, first you need to re-register the charter and remove this restriction, and then sell the share in the third party.

If the charter requires the consent of all participants to carry out such actions, it is necessary to obtain written consent.

Sale of share capital Ltd. is carried out by issuing a contract between society represented by its Director General and a third party, the future participant of the LLC. Such a contract is drawn up in simple form, it is not required to assure it in the notary. The applicant is the leader.

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Good day!

Your question I inform the following.

The legal entity has the right to be a member of the Company, since under Article 7 of the Federal Law of 08.02.1998 N 14-FZ "On Limited Liability Societies" (hereinafter - the law):

1. Participants in the Company may be citizens and legal entities.
The Company cannot have a different economic community consisting of one person as the only participant.

As for the procedure for selling the share of a third party, then in accordance with the provisions of the Law:

Article 21.
1. The transition of a share in the authorized capital of society to third parties is carried out, including on the basis of a transaction.

2. Sale or alienation of another share or part of the share in the authorized capital of society to third parties is allowed in compliance with the requirements provided for by this Federal Law, if this is not prohibited by the Company's charter.

4. Participants in the Company use the advantage of the purchase of a share of the Company's participant at the price of the proposal to a third party or on the price of a third party in price of a third party and a predetermined charter of the Company (hereinafter referred to Implementation of the preemptive right to buy a share or part of the share.

The statute of society may be provided for the preferential right to buy the company's share owned by the Company's participant, at the price of the offer to a third party or at a predetermined charter, if other participants in the Company did not use their preferential right to buy a share of the Company's participant.

5. Member of the Company, intentional to sell his share
the rest of the person is obliged to inform the other members of the Company in writing and the society itself by sending through society at its own expense of the offer addressed to these persons and containing the price indication and other terms of sale.

The offer to sell a share or part of the share in the authorized capital of the Company is considered by all participants in the Company at the time of its receipt by society.

Participants in the Company are entitled to take advantage of the advantage of the purchase of a share in the authorized capital of the Company within thirty days from the date of receipt of the offer of the offer by society. The charter may provide for a longer life of the preemptive right to buy a share or part of the share in the authorized capital of the Company.

If the company's charter provides for the preferential right to buy a share of a share or part of the share, it must be established for the use of the preferential right to buy a share or part of the share of participants in society and society.

6. The preemptive right to buy a share in the company's authorized capital of the participant and, if the company's charter provides for, the preferential right to buy the share in society in society ceases per day:

submissions compiled in the written form of an application for refusal to use this preemptive right in the manner prescribed by this clause;

the expiration of the use of this preferential right.

11. The transaction aimed at alienation of the share in the authorized capital of the Company is subject to a notarial certificate. Failure to comply with the notarial form entails the invalidity of this transaction.

12. The share in the authorized capital of the Company proceeds to its acquirer since the notarial certificate of the transaction aimed at alienation of the share or part of the share in the authorized capital of the Company.

14. After a notarial certificate of a transaction aimed at the alienation of a share or part of the share in the authorized capital of the Company, the notary, which made it a notarized certificate, no later than three days from the date of such a certificate performs a notarial action on the transfer to the authority legal entities, statements about making appropriate changes to the Unified State Register of Legal Entities Signed by the Participant of the Company, alienating a share.

From the above provisions of the law it follows that:

1) To sell its share in society to a third party, if it is not prohibited by the Charter LLC.

2) other participants in the Company, as well as society itself, and society are possessed by the community right of buying a share in society, if it is provided for by the Charter LLC. That is, in order to sell a fraction of a third party, it is initially necessary to offer other participants in the Company to acquire this proportion.

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The rest of the Company's purchase is enjoyed by the rest of the Company (in your case the second founder).

The Company's charter may be provided for obtaining the consent of the founders for sale (transition) of the share.

Participants can redeem this share themselves in proportion to the sizes of their own share in the authorized capital.

In the Charter, it may be provided that the preemptive right to buy a share is also in society itself. It can take advantage of this right if all other participants refused to acquire a share. Sharing the share must be implemented for them during the year (otherwise the Company will have to reduce the authorized capital by the amount of share).

The seller is obliged to notify in writing as a society itself, in the person of the Director, and other participants to sell their share. Better - mail with an attachment description. In the letter to specify the price, timing and so on. terms of sale.

The deadline for the response set by the legislation is 30 days from the date of receipt of the offer of the offer of the offer (the Charter there may be another period).

During this period, the remaining founders who are interested in acquiring the selling share should give written consent to the purchase. They are entitled to send a refusal to buy or not at all answer the offer. In this case, the seller has the right to sell a share to any third parties, but mandatory at the following conditions.

The consent of the rest for the sale of a share (if the need for obtaining is provided for by the charter) is considered to be obtained: if within 30 days from the date of appeal to the participants (or during the period of the term defined by the Company's Charter) received the written consent of all participants; Or, if there is no written refusal from one of the participant during the prescribed period.

You have the right to sell a share of Yul, but it is necessary to comply with the procedure established by the Law on LLC and the charter of LLC, which, depending on the situation, may include the following steps:

1. Preparation for the conclusion of the transaction

If the charter provides that the share can be sold to 3 to persons only with the consent of the participants and / or LLC, you must prepare a notice-offer to the Company's alienation company to a third party

If the need to obtain consent is not provided by the charter, you must send a proposal to buy your share to another participant. The charter may provide for the preferential right of buying the share owls to you by the society.

Accordingly, it is necessary to obtain if it requires consent to alienation, refusal (acceptance) in the acquisition of a share by another participant (society).

2. Preparation of the contract and notarization of the transaction

3. Submission by notary in the FNS statements signed by you, about making changes to the register and sending a copy of the application to the Society (made one of the participants in the transaction or notary)

After making changes to the register, the new owner of the share becomes a full participant in the LLC.

Therefore, it is important to know the provisions of the Charter of your LLC so that the conclusion of the transaction passed in accordance with the law. So you can avoid risks in the future.

The term for accepting acceptance (consent to the purchase) is submitted by a participant in a list within 30 days from the date of receipt of the offer (proposals), if a longer period is not established by the charter.

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"A legal entity has the right to buy part of the authorized capital of another legal entity?"

Answer: Yes

"The new owner has the right to participate in the management of the company" - since notarial certificate of transaction

Required documents:

1. Sample certificate (see Appendix);

2. List of participants in the LLC according to the sample (see Appendix);

3. A copy of the address (offer) of the Company's participant with a company mark on the date of receipt or issued by the Company a copy of the Company's Office (Seller), addressed to other participants and society, indicating the price and other conditions of sale or a notarial certificate of transferring the application (sent for 30 days Before the transaction (if a longer period is not provided for by the charter)), or a notarized refusal to the preemptive right of purchase.

4. If the charter provides for the consent of society or its participants to make a transaction - the corresponding protocol.

5. Copies, certified by the seal, signed by the head of the organization:

1) the charter in the last edition;

2) certificates:

On registration with the tax authority;

About state registration of Yul.

3) Protocol on the appointment of the head of the LLC;

4) a founding contract or agreement on the implementation of the rights of participants in the Company between the founders (participants) of the Company:

For societies created by several participants after July 1, 2009, be sure; A copy of the contract is provided with a mark that a genuine copy is located in LLC "____".

6. Documents confirming the powers of the person who alienates the share (part of the share), to the order of the share (part of the share) - the Protocol on the creation of the Yul, the contract of sale, the assignment of the share, the certificate of the right to inheritance, otherwise expressing the content of the transaction committed In a simple writing, and confirming the right to order a share in the event of obtaining a share in the order of succession or in other cases that do not require or previously did not require a notarial certificate.

Purchase Sale of a share of LLC in the authorized capital is one of the most complex transactions considered in civil modern turnover. Both the law and the provisions of the Company's Charter regulate the procedure for concluding such transactions. The legal norms current norms make the founders to make a restriction on the sale of a share for third parties to the charter, in addition to this, special conditions may be provided on the notification of the transaction that should be accomplished.

Alienation of the share in OOO

The process of transferring the share of a third party is possible only after receiving the consent from all participants of the LLC, which have priority rights to redeem the share of society. Therefore, the founder first of all should notify its companions about the sale of a share and obtain from each of them the corresponding permission. The law is allowed to carry out these procedures in any form (written or oral), however, in order to avoid possible risks to challenge the prisoner for the purchase of a share, it is better to send notifications in writing to all participants and the company itself. According to the general rule, the founders of LLC must provide an answer within a month after the written notice is received. If such is not sent, it means that consent to the transaction is obtained. The Organization's Charter may contain other times for performing these actions.

In case of receiving a refusal, the sale of a share in LLC must be implemented by any participant who expressed the desire to purchase it, or the society itself. In the final version, the distribution of the share at the general meeting between the rest of the founders during a certain period of time is implied. In this case, it should be borne in mind that the founder can only sell the part of the share for which the payment was made, only a paid part is subject to sale.

Sale of a share in the authorized capital of LLC

It should be borne in mind that the contracts for purchase and sale transactions should be certified notarized. It should be noted that for the same rules. Of course, with this order, the commission of such transactions is significantly complicated, but it gives a fairly effective protection against raider seizure of the business.

Sale of a share in the authorized capital of OOO: notarial design of the transaction

To assign the contract for the sale of a share in the notary, the parties should be provided to passports, an extract from the State Unified Register of Legal Entities, Organ and Inn Society, the consent of the spouses (with the impossibility of their personal presence). In addition to those listed, documents will be required that will confirm the fact of payment of the share or part, the treaty, documents showing that the procedure for notifying the founders. And finally, a receipt will be required and the filled statement in the form of P14001

All documents provided are checked by a notary, and if there are no errors in the paperwork, it assures the contract. Parties are issued by two copies with a certificate inscription. Within three days after the conclusion of the transaction, the notary submitted documents to the tax authorities for change in the register. Five days after the signing of the Agreement, the company's representative may receive the appropriate certificate in the IFTS.

It is worth saying that if the sale of a share in the authorized capital of Ltd. was made between the founders, then all of these documents will be required, and the statement of P14001 will also have to verify the non-notary.