How can you voluntarily leave the society?
If the owner decides to leave the business, his share must be alienated. There are several ways to voluntarily alienate a share - it can be sold (sold, donated) or transferred to society. The difference between these methods lies in two aspects:
- to whom the share of the participant who left the LLC passes;
- at the expense of whose funds it is paid for.
If a purchase and sale occurs, then payment for the share is made between the exiting participant and its new owner. When donating, the share is transferred free of charge. In both of these cases, the new participant in the LLC is the person who acquires a share as a result of this transaction. At the same time, there is no reduction in the company's property.
If the founders of the LLC leave, the share is transferred to the company itself. In this case, the exiting owner receives in return compensation in the amount of its actual value, that is, part of the organization’s assets. In other words, when leaving an LLC, the company itself must transfer funds or property to the participant.
What to do with the company's share?
First option
, which is used most often, is the distribution of the share among the remaining participants.
In this case, you need to remember that in accordance with paragraph 2 of Article 24 of the Federal Law “On LLC”, distribution is possible only in proportion to the shares of participants in the capital of the company. That is, if you would like to equalize the size of the capital of the remaining participants, then this cannot be done in this way!
In order to adjust the shares of participants, use the second method
— sale of a share to one or more co-owners of the company. In this case, it is necessary to draw up a purchase and sale agreement.
The decision to sell a share to participants with a change in proportions must be made unanimously by the general meeting of participants.
Third option
— sell a share to a third party, if a prohibition on this is not included in the charter of the LLC. This transaction is also formalized by a civil agreement. The decision to enter into such a transaction is also approved by the general meeting of participants unanimously. Such a contract does not require notarization by a notary. Changes come into force after state registration.
Important!
It is necessary to register the fact of distribution of the company's share no later than one month from the date of the decision.
In practice, it is possible to formalize the withdrawal of a participant with the transfer of a share to the company and the distribution of this share in one step, the main thing is to have time to prepare all the documents and submit them for registration within one month from the date the company receives the withdrawal application. Our service “Fill out form P13014 online” easily copes with this task.
It is important to remember that the date of transfer of the share to the company is considered the date of receipt (registration) of the participant’s application for withdrawal, paragraph 7 of Article 23 of the Federal Law “On LLC”.
The company must make a choice within a year, otherwise the transferred share must be repaid, and the authorized capital must be reduced by the amount of the nominal value of the repaid part.
Conditions for exit
The withdrawal of a participant from the company is stated in Article 26 of Law No. 14-FZ of February 8, 1998. It gives the participant the right to transfer his share of the LLC without the consent of other owners only if this is stipulated in the charter. Therefore, before leaving the founders, you need to refer to the charter and make sure that such a provision is in it.
A provision on the possibility of withdrawal of a participant can be included in the charter at the time of its preparation before registering the LLC. You can make it later by registering the change as usual. To do this, a general meeting is held, at which a unanimous decision on this issue must be made.
If the charter does not stipulate the right to leave the society, then the participant will not be able to count on this. He will have to look for someone who wants to buy out his share. An important point is that the charter may contain a ban on the alienation of shares to third parties without the consent of other participants. If there is no such prohibition, then you can sell or donate the share to anyone.
There are 2 more points to consider:
- Before leaving the LLC founders, the participant must pay his contribution to its property, if this has not been done previously.
- The only participant in a society cannot leave its membership.
If there are no obstacles to the participant leaving the society, you can begin the procedure.
Inheritance of a share by succession
A share in an LLC is subject to inheritance unless other rules have been established by the organization itself.
For example, a limited liability company may establish that the inheritance procedure is carried out only with the consent of all other participants. And in this case, the transfer of the share or part thereof to the heir may not occur.
Until the share is transferred to the heir, that is, to a third party, the funds are managed in accordance with civil law.
If the consent of the members of the limited liability company is not required, then the order of inheritance is as follows:
- the successor is obliged to enter into the inheritance and obtain the appropriate certificate;
- the company holds an extraordinary meeting on this matter and decides to transfer the rights to the share to the person;
- registration of all necessary documents.
The ownership of a contribution to an LLC arises at the moment when state registration is carried out.
If the transfer of a share requires the consent of the participants, then the heir is obliged to submit a corresponding appeal to the company’s management body and wait for a response.
The same applies to various restrictions that the constituent documents of a limited liability company contain.
Exit instructions
If you need to formalize the exit of the founder from the LLC in 2021, you will need our step-by-step instructions, as well as samples of basic documents.
Step 1. Completing an application
First of all, a participant who wishes to leave the LLC writes a statement. It needs to reflect your data, information about the company, as well as a request to remove him from the membership of the LLC and pay the actual value of his share. The application must be addressed to the manager. The participant can sign only in the presence of a notary. The document must be sent in such a way that the date of its receipt is recorded. For example, you can send a letter with return receipt or bring the document to the secretary and put the incoming date on it.
Step 2. Transfer of share to the company
The transfer of the share occurs automatically - no special documents are required for this. On the day when the participant’s resignation letter is received by the head of the LLC, the share is considered transferred. From this date the calculation of the following periods begins:
- one month in order to register changes related to the transfer to the company of the share of the withdrawing participant;
- three months to pay the former participant the actual value of his share;
- one year to distribute the share that has passed to the company, or sell it to one of the participants or third parties.
When the share has passed to the company, a decision needs to be made on what to do with it. You have a whole year to do this, but it is better to make this decision within the first month. Then you can simultaneously register an exit from the LLC, a new ratio of shares, or a change in the composition of participants.
Step 3. Register changes
To register the withdrawal of a participant from an LLC, you only need 2 documents:
- Application for withdrawal of a participant.
- Form 14001, approved by the Federal Tax Service dated January 25, 2012 No. ММВ-7-6/ [email protected] It is intended for making changes to the register of legal entities that are not reflected in the charter of the LLC. The signature on the form is placed in the presence of a notary.
If at this stage only the withdrawal of a participant from the LLC is registered (the remaining owners do not yet know what they will do with his share), then there is no need to hold a general meeting. After all, the right to leave the company, when it is stated in the charter, is unconditional, that is, it does not require the consent of the remaining participants.
But in practice, meetings are often held because the owners simultaneously discuss issues related to the exit of one of them. For example, they immediately decide to distribute his share among themselves or appoint a new director (if the one who left held this position and quit). Therefore, the minutes of the general meeting are often attached to other documents.
Applications for the founder's withdrawal from the LLC (2020) can be found here.
Depending on the situation, other documents may be needed. For example, if by the time a participant’s exit is registered, a buyer has been found for his share, then these changes will be registered at the same time. In this case, the set of applications must be accompanied by a purchase and sale agreement and a document confirming payment of the share.
The documents are submitted to the registration authority, and within 5 working days it makes the appropriate changes to the Unified State Register of Legal Entities.
Step 4. Payment of share
The withdrawing participant is entitled to the actual value of his share, that is, a part of the company’s property proportional to his contribution to the authorized capital. It is calculated using the formula NS share / UK * NA, where:
- NS shares - the nominal value of the share of the withdrawing participant;
- MC - authorized capital of the company;
- NA - net assets, that is, the difference between the assets of the LLC and its liabilities. The value is calculated based on the balance sheet data for the previous reporting year.
The actual value of the share is given to the participant in money or property, unless he objects to this. By default, the company has 3 months to pay, but the charter may set a shorter period.
The actual value of the share is paid from net assets without taking into account the authorized capital. If this amount is not enough, then the Criminal Code should be reduced by the missing amount.
With the payment of the share, the process of withdrawal of the participant from the company ends, as does our step-by-step instructions. But the remaining owners of the LLC still have one more question - what to do with the freed share.
Notarization of the transaction of alienation of shares
According to the legislation of the Russian Federation, a transaction for the alienation of a share in the authorized capital of an LLC must be certified by a notary. Notarization must be in writing.
In order for everything to be in accordance with the law, the notary is obliged to check whether the person has the right to transfer the share. All documents confirming the rights of a company participant, as well as an extract from the state register, are subject to verification.
After the notary has completed all the necessary procedural steps, the transaction is certified. Then, within 2 days, he is obliged to submit an application to government authorities that it is necessary to make appropriate changes to the register of legal entities.
In this way, the new owner of the share is registered. Mandatory notarization is required when transferring a share to a third party who is not a member of the LLC, a member of the company, and also if the share is a pledge.
Share owned by the company
So, the participant left the LLC, and his share transferred to the company. It’s good if the owners were able to quickly build it or distribute it among themselves. But in practice this does not always happen. If the fate of the share has not been decided within a year, it must be repaid.
Cancellation of a share involves reducing the authorized capital by its nominal value. For example, the capital amounted to 100 thousand rubles and belonged in equal shares to four owners. One of them left the LLC, but a year later his share has still not been distributed or sold. In this case, it must be repaid. In this example, this means that it is necessary to reduce the authorized capital by 25 thousand rubles and redistribute shares between participants. The new capital will be 75 thousand rubles. Since there are three owners left, each of them will own 1/3 of the share with a nominal value of 25 thousand rubles.
Prohibition on transfer of shares to named entities
A limited liability company has the right to establish certain restrictions that relate to the transfer of ownership rights to a share.
Most often, this rule applies to heirs who, after the death of a participant, have the right to his property.
This prohibition is not effective, since the heir will still receive his inheritance according to the law. Only with money. To do this, the heir must demand payment of the actual value of the share.
The company organizes a meeting where a decision is made on paying the value of the contribution to the heir. The price of the share is determined by the accountant.
The released share is subject to redistribution among the participants.
In addition, there are several methods, including sale or redemption, that founders can use.
