Change of founder notifications. Change of the founder and change of the director of the organization. Who can leave the LLC

step-by-step instruction for 2018

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

Create documents for changing the founders of an LLC

This article will help you find answers to questions that often arise in the process of changing LLC members. And also it is a detailed step-by-step instruction for those who still have a similar procedure.

Situations when changes take place in the LLC structure and it is required to introduce a new participant to replace the retiring one often happen. The process is called "Change of participants" and consists of two ongoing processes:

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

You can implement these organizational changes in one of the following ways:

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

Documents for changing participants in 5 minutes

METHODS TO CHANGE LLC FOUNDERS

Change of LLC founders with participation of a notary

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

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

the spouse's consent to the transaction, the marriage contract, or a statement about the absence of marital obligations;
written statements from all other members of the LLC to refuse to exercise their right of pre-emptive purchase.

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

For this, it is necessary to send a written offer to all founders, which will indicate the price and other conditions of sale. From the moment such an offer is received from the participants and from the LLC itself, if the charter provides for the acquisition of a share also by the company, there is one month to exercise the right of pre-emptive purchase. In case of refusal of the founders, the company itself can redeem the share from the participant.

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

You can only withdraw your offer to sell with the consent of all founders. If neither the participants nor the legal entity itself have exercised their right of preferential acquisition of a share, then the founder has the right to sell it on the same terms to any third party who will be included in the LLC.

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

Change of LLC members without notarization

If the participant does not intend to sell his share, but, on the contrary, alienates it to the society, then this transaction is not a purchase and sale. And, accordingly, it does not need a notary certification. In this case, first a new participant enters the LLC, contributing to the authorized capital and thereby increasing it, and then another participant leaves. The main thing is that the charter does not indicate that a participant has no right to withdraw from the membership. His share is distributed among the remaining participants, paying the outgoing participant its actual value.

The possibility of accepting a third party in an LLC must be explicitly stated in the charter. When a new member enters, the size of the shares of all others changes. Consequently, a decision unanimously adopted by all founders will be required to increase the authorized capital, redistribute shares, as well as to amend the charter. A person wishing to join the company submits an application, where he indicates the size of his contribution, its composition and the desired size of the share in the charter capital. As well as the procedure and terms of its introduction. The decision is made by the founders on the basis of this statement.

The outgoing participant also writes an application, which is submitted by the gene. director of LLC. From the moment this application is accepted, the applicant's share is transferred to the public. And he is paid the actual value of the share. It can be a sum of money or, with the consent of the participant, property of the same value. The calculation is made on the basis of the accounting data for the previous period.

Change of all participants at once and change of the only participant of LLC is not allowed by law!

The process of changing participants consists of several successive stages. Next, we'll take a closer look at each of them.

STAGES OF MEMBER CHANGE LLC

Step 1. Decision to enter LLC participants

As already mentioned, the decision to enter the participants is based on their applications. A person wishing to join the founders of an LLC writes it in free form, which is described in more detail in the article "Participant's entrance to LLC". Having considered this application, other participants decide on the entry of a new person into the company, approve changes in the charter, establish new sizes of the charter capital and shares of each founder.

A participant wishing to leave the society, if he is not its only participant, also writes a statement. An exit decision is not required. If the only founder wants to leave, then this is possible only if he sells a 100% stake in the LLC to another person.

Step 2. Preparing the documents for a new member to enter

To begin with, you will have to register with the tax office the entry of a new participant, and, consequently, an increase in the authorized capital. After carrying out the procedure and receiving all the documents, you will have to contact the Federal Tax Service again, but already registering the participant's exit.

In order to introduce a new participant to the LLC, the following documents will be required:

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

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

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

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

Step 3. Submission of documents

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

The safest way to do this is personally to the CEO. Or his representative acting under a notarial power of attorney. To do this, you will have to pay a visit to tax office.
Do everything on the FTS website by sending the documents electronically. But this will require an electronic signature (EDS).
Use postal services. A certified letter with a list of attachments will be required.

When submitting documents in person, you must receive a receipt from the employee who accepted the documents and be sure to check the correctness of all the data and the correspondence of the number of pages in each document.

The change of the founder of the LLC can be carried out without the involvement of specialized law firms. This process takes place at the request of the founder and by the decision of the members of the company. In accordance with the norms of current legislation, there are several ways to change the composition of an LLC.

The step-by-step instructions for changing the founder of an LLC in 2019 proposed in this material should help our readers in this matter.

Who can leave the LLC?

Any of the founders has the right to leave the company. In this case, the following conditions must be observed:

the participant's desire to leave;
the presence of such an opportunity in the constituent documents (article 26 of the Federal Law No. 14 "On companies with limited liability"And Article 94 of the Civil Code of the Russian Federation).

Please note that the law says that any of the founders of an LLC has the right to leave the company, but there may be restrictions in the Charter. For example, when creating a society, the participants agreed that they would not leave it in the first year of its existence. Thus, none of the participants has the right to claim their share during this period of time.

How to formalize the withdrawal of a participant from an LLC?

If there are no restrictions in the constituent documents of the LLC, then the participant can leave the company at any time.

The procedure for the withdrawal of a participant from the LLC is as follows:

1. An application for withdrawal is drawn up and submitted to the name of the general director.
2. The accountant calculates the amount of the outgoing participant's share (it must be paid no later than 3 months). The interest that is due to the participant can be returned by property (in accordance with clause 6.1, article 23 of the Federal Law No. 14).
3. At the meeting, shares are redistributed among the participants.
4. Changes are made to the statutory documents.
5. Changes in connection with the exit of the participant are registered (but no later than in a month).

To leave the LLC, the consent of other members of the company is not required, unless otherwise provided in the Charter.

If you change the founder of a limited liability company, the procedure will be different.

Step-by-step instructions for a participant to leave the LLC.

How to change the composition of an LLC?

You can change the founder of an LLC in different ways. In each case, the step-by-step instructions for changing the founder of an LLC in 2019 will be different. There are the following options for changing the founder of an LLC:

when a participant leaves, his interest in the capital is transferred to the LLC and sold to a third party (or redistributed among the remaining participants in the company);
the retired participant sells (donates or bequeaths) his share to a third party;
a new participant appears, and the former founder leaves the LLC;
an increase in the authorized capital is made due to the fact that the new participant is part of the LLC.

What to do with the share?

Each of the members of the LLC has the right to sell his share, unless otherwise stated in the Charter. As a result of a successful transaction, the founders of the company are changed.

If the LLC participant decided to sell his share, then he acts as follows:

1. Informs the other members of the company about the sale of their part in writing... Moreover, each member of the LLC has a pre-emptive right to purchase a share.
2. In case of refusal of participants to acquire a share, a certified waiver of the preemptive right to purchase a share of a participant is drawn up.
3. If the participant who sells his share is legally married, it is necessary to obtain the consent of the spouse to sell the share. The same documents will be required from the buyer.
4. The seller and the buyer turn to a notary with a package of documents. The seller provides constituent documents that confirm his right to a share in the authorized capital of the LLC.
5. The notary certifies the purchase and sale of the share. Within three days, he sends a notification to the registration authority with a request to amend the Unified State Register of Legal Entities.

A participant can sell his share in the authorized capital only if it is paid in full. If the share is not paid in full, then a certain percentage of the share can be sold. Alternatively, the transaction can be made after full payment of the share price.

In a situation where a participant sells a stake to one of the LLC members, notarization is not required.

Initially, a new founder must be introduced to the LLC. He must contribute to authorized capital your funds. The amount of the authorized capital thus increases. At the next stage, the founder is withdrawn, who wished to leave the LLC. He hands over his share. The LLC must then pay the value of its share due to it.

Upon completion of the sale and purchase procedure, a meeting of the founders is organized. During the meeting, they draw up a Protocol on amendments to the Charter, which must be registered.

Entering a new member

The legislation of the Russian Federation allows an LLC to have one participant who cannot leave the company. How to proceed in this case?

The owner sells the business. In this case, the procedure has much in common with the above procedure. It is necessary to draw up a sales contract with a notary. The owner transfers his enterprise free of charge. The transaction is notarized. In addition, the decision of the sole founder to change the founder is drawn up.

When entering a new participant in an LLC, the following procedure is performed:

1. The participant submits an application addressed to the general director and indicates in it the size of the future share.
2. A decision is made to accept a new member of the LLC and increase the authorized capital of the company.
3. The new member pays the required amount to the LLC.
4. All changes are made to the constituent documents of the company, after which they are submitted to the state. registration.
5. Within three days after registration, the following are submitted to the tax office:

the company's charter (as amended);
decision to change the composition of the LLC;
new Extract from the Unified State Register of Legal Entities;
documents confirming the existence of a legal entity;
a notarized statement of the P14001 form;
receipt of payment of state duty. The amount of the duty in 2019 is 800 rubles.

Now the LLC has two members. One founder can leave the company after completion of the exit procedure.

When changing members of an LLC, you need to make the appropriate changes to the statutory documents, register and submit to the tax office.

Dismissal of the head and his exit from the LLC

Very often one of the founders of an LLC acts as a manager. But it may happen that this person wants to leave society, which means that he must be dismissed according to the law. Consider how the CEO is replaced.

The procedure goes like this:

1. The participant submits an application for leaving the LLC, and the manager - for dismissal - the same person draws up these two documents.
2. New leader writes an application for employment (the process of entering a new participant in an LLC is discussed above).
3. Held general meeting, where they decide to change directors. No changes are made to the constituent documents.
4. Within three days, the following package of documents is submitted to the registering authority: copies of the passports of managers and their TIN (related to LLC); copies of constituent and registration documents; extract from the Unified State Register of Legal Entities; application form R14001; application in the form of Р13001; meeting minutes.
5. Carry out an inventory, and the old manager hands over the affairs to the new LLC manager.
6. The order for dismissal is drawn up by an employee of the personnel department. IN work book the corresponding record is made to the former head.
7. A new contract is signed with the general director.

You should also send a notice of changes to the LLC to the bank.

Changes when changing the founder of LLC from 2019

On July 29, 2018, Law No. 234-FZ was adopted. The law provides for exemption from the payment of duties when amending the registration documents of a limited liability company. So, if the documents are sent to the tax authority in electronic form, then the fee for registration actions, in particular for changes made to the LLC Charter, is not charged.

To the owner of an LLC or several owners economic society, in some cases, you may need to go out of business. Let's study what legal mechanisms are for this.

The change of founders in an LLC can be carried out within the framework of 2 main legal mechanisms:

alienation (sale) of the share of the current founder (s) in the authorized capital of the company;
withdrawal of one of the founders (several founders) from the Society.

In both cases, you can observe:

redistribution of shares in the ownership of a business entity among the remaining participants;
new faces entering the business.

Actually, both of these procedures will reflect the fact of the change of the owners of the Company.

It should be noted that the exit from the LLC of the sole founder is impossible. The only option for him to exit the business is to alienate his share in the manner prescribed by law (there are various options here, and we will consider them later in the article).

Let us examine how the two legal mechanisms noted at the beginning of the article can be implemented in practice.

Change of LLC owners: alienation of a share in a business

The procedure for alienating a share in a business may be:

in the sale by the current owner of the company of the corresponding share;
in the transfer of a share to another person free of charge.

Both transactions (sale and purchase, donation) must be notarized. As a rule, the role of a notary in its conduct is not limited to the certification of documents. He, in the manner prescribed by law, transmits information about the transaction to the Federal Tax Service, which subsequently makes changes to the Unified State Register of Legal Entities that such and such an LLC has changed its owner (sole proprietor or one of several).

Now the scheme is becoming more and more common in which notaries interact with the Federal Tax Service via the Internet, using systems electronic document management... Therefore, informing the tax department about the change in the composition of the owners of the LLC can be carried out extremely quickly. In turn, the FTS, having received the necessary information from the notary, makes changes to the Unified State Register of Legal Entities within 5 days.

When using a scheme with the disposal of a share in an LLC, entrepreneurs should keep in mind that:

The conclusion of an agreement on the alienation of a share in an LLC will require the simultaneous presence of both parties to the transaction in the notary's office.
If there is a sale and purchase transaction for a share in a business, then at the time of its certification by a notary, the corresponding share must be paid by the buyer. The notary has the right to ask the buyer for documents confirming the payment.
When selling a share in an LLC, the preemptive right to buy it is established by law for other members of the Company (regardless of the desire of the seller, who, perhaps, would like to sell the share to a specific buyer).

At the same time, an entrepreneur intending to sell a stake in a business company is obliged to notify the co-owners of the business about this through an offer, which is also notarized. The offer reflects the cost of the transaction and its other conditions.

Business co-owners can exercise their right to buy out a share in a business within 30 days after receiving the offer. In addition, the refusal to buy out a share in an LLC is also subject to notarization.

The charter of an LLC may contain special conditions purchase and sale of shares in the business.

For example, the document may say about the prohibition of the alienation of shares in the society by one or another participant, without the consent of other co-founders. It is not uncommon for the charter of an LLC to contain wording that directly prohibits the owners of shares in the authorized capital of a company from selling them or giving them to anyone.

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Change of owners of LLC: exit of the founder from the business

The next mechanism for changing the owners of an LLC involves the exit of one of its current participants from the business. Moreover, this exit may be accompanied by:

the emergence of new owners of the company, who, thus, enter the business, buying the released share in the authorized capital (or part of it);
if new participants do not appear - by redistributing shares in the authorized capital between the remaining participants (and society as an independent entity, if it is endowed with such powers).

A scenario in which, after one of the owners of the firm leaves the business, a share in the authorized capital is purchased by a third party, assumes that participants in corporate relations carry out the following procedures:

by a contender for a share in an LLC - payment for a share in the authorized capital (less or equal to the one that was released upon the exit of the previous co-founder);
current owners - registration in the prescribed manner of increasing the size of the authorized capital of the LLC.

Again, the charter of the company should not contain prohibitions on increasing the authorized capital through investments from third parties. This procedure should be strictly regulated. It is necessary that it include a documentary reflection of the intention of a third party to buy the released share in the authorized capital of the company. Such an intention can be recorded, for example, in a statement, which is drawn up in the form approved by the charter.

An increase in the authorized capital of a company through third-party investments is a procedure that requires approval from the current members of the Company. They must issue a separate decision in the context of making such an investment. This decision subject to notarization.

If the change of owners of an LLC is accompanied only by the withdrawal of one of the existing participants, then the actions of participants in corporate legal relations will be as follows:

an LLC participant who wants to go out of business sends a statement to his colleagues, which must be notarized;
in accordance with the established procedure, the transfer of the share of a citizen who has left the business in favor of the society is made out.

Consent from other business participants to the exit of one of the owners of the LLC to general case not required. Subsequently, the share in the authorized capital of the company, which is transferred to the company, can be redistributed:

proportionally between the remaining owners;
otherwise - by agreement between the owners.

If the charter allows, the share in the authorized capital transferred to the Company can be sold by the current owners to third parties.

The procedure for the exit of one of the current owners of an LLC from the business and the subsequent registration of ownership of his share can be combined into one legal action. This is convenient from the point of view of transferring to the Federal Tax Service in accordance with the established procedure information about the change of owners in a business entity.

The withdrawal of a participant from the LLC may be prohibited by the charter.How to change founders in LLC in this case? There is only one option - changing the charter. Therefore, if any of the current owners nevertheless insists on vacating their share in the authorized capital, then with the consent of his colleagues, adjustments are made to the main constituent document of the company. After their approval, the owner gets the opportunity to leave the business.

How is the change of owners in an LLC with a single founder?

Separately, you should consider the specifics of the change of owners of LLC, if at the time of this change the company has one owner.

As we noted at the beginning of the article, the sole founder of a business company is not entitled to leave the business. Among those ways of alienating a share that are available to him is sale or donation. It is noteworthy that when selling a share in a business to a close relative, a person does not have to pay personal income tax on the income received.

But there is another legal mechanism within which the change of the sole founder of an LLC can be carried out. It involves the exit of the participant from the business with the preliminary redemption of the share of the sole founder by a third party (or several entrepreneurs).

This procedure will consist of the following main actions of participants in corporate legal relations:

Directions by the investor, with whom the sole founder has agreed, statements about his desire to buy out the founder's share in the LLC.
Decisions made by the current founder:

on increasing the size of the authorized capital;
on the applicant's admission to the company, provided that he makes a contribution to the authorized capital (in fact, a decision to change the founder of the LLC).
on adjusting the charter of an LLC (for information on the amount of the authorized capital);
on the establishment of the nominal price of the share acquired by the investor;
about a change in the share of the current business owner.

Contribution by the investor, with whom the sole founder has agreed, of a contribution to the authorized capital of the company.
Submissions to the Federal Tax Service by the general director of the company (by the way, a citizen who has left the LLC may also remain):

applications for registration of the change of the owner of the LLC;
decisions of the founder to amend the charter;
updated charter;
document confirming the payment of the state fee.

As soon as the registration of changes in the composition of LLC participants with the Federal Tax Service is completed, the investor becomes the main owner of the business. The former founder will be able to leave the company without violating the legal requirement that the sole owner is not entitled to leave the authorized capital of the LLC. For these purposes, he will also need to send to the Federal Tax Service:

application for a change of ownership in the prescribed form;
documents certifying the redistribution of the share in the authorized capital of the LLC.

Upon completion of the registration of these documents, the citizen fully leaves the business. His former firm will be managed by another owner.

Re-registration of an LLC when one or more founders change is carried out taking into account the regulations of the Federal Law No. 129. In the article, we will tell you how the re-registration of an LLC is going on when the founder is changed in 2018, we will consider the stages of the procedure.

Peculiarities of the LLC re-registration procedure when changing the founder

From a legislative point of view, the procedure is based on different motivating reasons:

Sale of its part of the authorized capital to one, several persons or a company.
Gradual replacement of the founder (for example, the successor of the former founder takes over).

Re-registration includes the preparation of documents and their transfer to the tax authorities at the place of registration. You can submit documents to the tax authorities in person, remotely on the FTS website, if available electronic signature either by sending registered letter with an inventory. The procedure can be carried out independently or with the help of specialized organizations. In the latter case, third-party assistance can significantly reduce the time required for renewal.

Methods for re-registering an LLC when changing the founder: main advantages and disadvantages

The one-time replacement of all founders is prohibited by law. The replacement of one founder in an LLC is carried out in one of two ways. The application of each of them depends on the root cause of the LLC re-registration.

Method of replacing the founder

Terms of use

pros

Minuses

Through the services of a notary

One founder sells his share of the authorized capital;

legislation gives priority to the purchase of a share of co-founders and a business entity;

following the order of priority, if the founders and the business entity refuse to buy out the share, the "seller" has the right to sell it to third parties and organizations

One transaction is drawn up (contract of purchase and sale, donation or transfer of a share by inheritance);

an authorized notary person is involved to complete the transaction, who professionally resolves all issues;

the whole procedure takes a minimum of time

Before the transaction (except for donation and inheritance), you first need to notify of the intention to sell the share of all founders and LLCs who can use the priority right to acquire a share;

the transaction being made must be certified by a notary;

high cost of services of a qualified notary specialist due to his increased involvement

Without involving a notary

Phased transfer of a share (exit of the old and introduction of a new founder)

The participation of a notary will be required only for some actions, therefore this option is the least expensive

It takes a lot of time, since the procedure is carried out gradually, in several stages

From January 1, 2016, all documents that relate to changes in the structure of the constituent assembly and are transferred to the tax authorities for amendments to the Unified State Register of Legal Entities must be certified by a notary.

Sale of a share of the authorized capital by the founder of the LLC to a third party

If the co-founders, LLC refused to purchase the sold share, the founding seller has the right to sell it to a third party. In this case, a sales contract is concluded with the obligatory involvement of a notary. For renewal, you will need documents:

Application on standard form P14001.
Certificate of state registration.
Amended Articles of Association of LLC.
Extract or the minutes of the meeting of the founders of the LLC with the decision to sell part of the capital, the consent of the founders.
Purchase and sale document certified by a notary.
Extract from the register of a legal entity (validity period - up to a month).
The consent of the spouse, drawn up in the notary, to sell part of the capital.
Receipt for payment of state duty.

At the notary, it will be necessary to draw up an agreement on the sale and purchase (by the way, the donation agreement or the transfer of the share by inheritance is certified there), to certify the refusal of the founders, LLC from the priority purchase of the share with a statement, to issue the consent of the husband (wife) to sell the share. The representative of the notary himself submits the required documents to the tax authorities for registration of all changes. Notary services are paid by the applicant.

Phased replacement of the founder of the LLC without involving a notary

The procedure for the phased change of the founder involves the sequential withdrawal of the current participant and the introduction of a new one.

Stages of replacing the founder without involving a notary	Features of the
A new participant writes an application for his inclusion in the LLC	The text of the appeal is drawn up in any form; the application is reviewed by the CEO and members of the LLC, is it approved or not
Allocation of a share to a new participant in the total authorized capital	Carried out at the general meeting of founders; a new participant can be accepted in an LLC without changing the capital, by increasing it or by selling a share without the participation of a notary
The new participant makes a property or cash contribution	This action is necessary for the new participant to obtain a share in the capital; payment term - month
Entering information about the new founder in the Unified State Register of Legal Entities	The following documents are submitted to the Federal Tax Service for consideration: the changed charter or the changes themselves, notarized form R 14001, R 13001, the decision of the founders on the new composition of the founders, registration certificate of a legal entity, extract from the Unified State Register of Legal Entities, confirmation of payment of state duty (800 rubles); after entering the data, the new founder will have all the rights on an equal basis with other founders, bear full responsibility
The retiring founder notifies of the intention to leave the LLC, asks to pay him the amount of his share	It is drawn up in writing with the participation of a notary; the text of the application indicates the amount of the share transferred to the LLC; the consent of the co-founders to exit is not required if it is not provided for by the constituent documents
A decision is drawn up on the withdrawal of the founder from the LLC	Payment of the amount of the share to the retired participant is made no later than 3 months from the date of application
The share of the retired participant passes into the ownership of the LLC, is divided between the remaining founders	The division of the share is carried out at the general meeting, the appropriate decision is drawn up
Disposal of the old founder is registered with the Federal Tax Service	The head of the LLC submits documents to the tax authorities: notarized form P14001, statement of the retired founder, the decision to divide the share of the retired member; entering new data into the Unified State Register of Legal Entities is carried out within 5 days

The renewal procedure without the participation of a notary can last up to six months, but no more.

Common mistakes when re-registering an LLC with a change of founder

Most often, mistakes are made when making changes to the constituent documents. Misprints, distorted information entered into the Unified State Register of Legal Entities through the fault of the representative of the LLC (tax authorities) are subject to correction. The procedure is as follows:

The error was detected immediately. Contact the employee who issued the documents to explain the essence of the error. He is obliged to record the comments made in a special form and give it to the applicant, indicating the time of issue of the document without errors. Fixed errors are usually corrected in 3-4 days.
The error was detected some time after receiving the documents. The recipient of the documents writes covering letter with a description of the error, an application R 14001 is drawn up (marked with clause 2.3 "Change of information about a legal entity in case of errors", the GRN number is entered in it, where there is an error). The first 3 sheets, certified by the notary, are taken from the form, sheets from the form with a mistake are attached and, together with the letter, are submitted to the registration authority. Corrections are made in 5 days, after which the correct version of the documents can be picked up personally or sent by mail to a legal entity. LLC address.

Erroneous information discovered by the applicant immediately after receiving documents from the tax office is easier to correct. It includes: inaccuracies in the full name, legal address of the LLC, the amount of the authorized capital and the shares of the founders. Errors when specifying passport data and other distortions that are not displayed in extract from the Unified State Register of Legal Entitiesare usually detected later. However, such errors can also be corrected in the order described above.

Typical reasons for refusal to re-register LLC when the founder is changed

Refusal to re-register an LLC when the founder is replaced does not mean a ban on re-registration. This means that the applicant should identify the reason for the refusal and correct the violation.

Typical reasons for refusal to re-register LLC	What should the applicant do in case of refusal?
Not all documents have been handed over to the tax authorities; incorrect filling or registration (outdated form, no notarization, typo and inconsistency of information in the submitted documents, not all seals, stamps are affixed, etc.)	Errors should be corrected and the correct version of all documents submitted
The founder is disqualified by a court decision	Comply with the requirement: all founders of an LLC must be real persons, not limited in rights
The state fee has not been paid, and the documents have been submitted to the wrong registration authority	Submit a receipt for payment of state duty, along with all documents; you need to contact the tax office to which the LLC belongs

The applicant has the right to go to court if he receives an unjustified refusal from the tax office. But at the same time, you should be aware that false data that are indicated during registration can lead to a fine of 5,000 rubles. or disqualification up to 3 years (Code of Administrative Offenses, Article 14.25).

Example 1. Refusal when re-registering an LLC with a change of founder (the procedure is carried out without the participation of a notary)

In order to enter data on the new founder of the LLC in the Unified State Register of Legal Entities, the following documents were submitted to the tax authorities:

amended Articles of Association;
form P 14001, P 13001;
the decision of the founders of the company on the renewed composition;
registration certificate of a legal entity;
extract from the Unified State Register of Legal Entities.

The applicant was refused, stating the reasons: the application form is not certified by a notary, there is no receipt for payment of the state duty.

Example 2. Correction of an error in the Unified State Register of Legal Entities, made when making changes about the new founder of the LLC

Taking the documents from the tax authorities, the applicant noticed errors in the surname, authorized capital when reading it, and immediately informed the employee who issued the documents. The latter recorded everything in a special form and gave it to the applicant. After 3 days, the founder took the correct version of the documents.

Answers to frequently asked questions

Question number 1. Does the founder have the right to sell his part of the authorized capital immediately to a third party, without offering anything to the co-founders?

If the "seller" immediately sold his part of the capital to a third party, such a transaction is recognized as illegal and it can be challenged in court within three months from the date of its completion.

Question number 2. If the co-founders refused to buy the proposed share of the capital, who else can they offer it?

If one of the founders refused to buy a share, the remaining members of the LLC have the right to purchase it together. The distribution of the purchased part of the capital can be carried out according to any criterion (for example, according to the available shares in the business).

Question number 3. From what moment is it considered that the participant left the LLC during the phased replacement of the founder?

For this purpose, he needs to write a statement. As soon as it is accepted by the society, it will be considered that the participant has left the LLC.

Question number 4. What is the deadline by which the share of the withdrawn participant should be distributed among the rest?

Question number 5. Is it possible to submit an application for correction of errors and related documents to an authorized person in the Unified State Register of Legal Entities?

Yes, but you will need a power of attorney to carry out such actions. The appeal will be considered as mailing, and the answer will be sent to the legal address LLC.

One click call

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 more common.

What is the right way to proceed if you need to introduce a new member to the list of founders to replace the one who left? Since January 1, 2016, there are changes in the usual scheme adopted to enhance the effectiveness of countering raiders and other fraudsters. Compared to the previous actions, 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 founders is related to the disposal of shares.

Before the legislative changes, the founding council had several ways to change its composition.

The outgoing founder disposes of his part of the capital at his own discretion, and the candidate for founders compensates for this part in the authorized capital. A transaction is made: respectively, a purchase and sale, a gift or a will, certified by a notary.
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. This scheme made it possible to exclude the involvement of a notary, which significantly saved money.
Replacing one founder with another: one leaves, having written a statement of withdrawal, his place is taken by another. The question of the disposal of shares is decided between them.

IMPORTANT INFORMATION! From 1.01.2016 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 you will have to register changes to the Articles of Association twice.

Options for changing the composition of founders

To start the replacement procedure, you need 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 list of participants expands, then the “extra” founder is removed from it;
first of all, the withdrawal of the willing founder is made, after that 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 a 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

A potential participant agrees with the existing ones on the amount that he will add to the authorized capital.
His opinion on the share he plans to have is listened to.
The candidate submits an application to executive agency LLC with a request to accept it as a legal entity. The application must contain information about the expected contribution to capital and the claimed amount of its future share.
The general council (or one person, if he is the only founder) reviews the application and decides the fate of the applicant. A positive decision introduces the newly-made founder into a legal entity and increases the authorized capital of the LLC.
The minutes of the general meeting are drawn up, reflecting all changes in the monetary and numerical sphere.

Now the LLC has one more founder. In order to secure this legally, you need to registration of changes with the tax authority.

New information is introduced into the charter (it is rewritten in a new edition or additional text is drawn up).
A state fee is paid for amending statutory documents (in 2016, its amount is 800 rubles).
A package of documents for filing for registration is completed:
- updated charter papers or an 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 Unified register legal entities;
- duly completed and certified;
- receipt for state duty.
The entire package of documentation is submitted to the department of the Federal Tax Service, which performed the initial registration of the LLC.
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.

Instruction for retirement of the current founder

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

A participant aspiring to become a former writes and submits a statement of his intention to leave the composition of this legal entity. The application must be addressed to the general director of the LLC.
The accounting department calculates the amount that is the share of the leaving founder. How to deal with this share will be described in more detail below.
A general meeting of participants is appointed to redistribute the remaining shares.
The text of the LLC Charter is changed.
Within a month, the changes must be registered with the Federal Tax Service according to the above scheme.

NOTE! It does not matter in what order the composition is changed: first the entrance, then the exit, or vice versa, the meaning and order of actions remains unchanged.

What happens to the dropout rate

Since 2009, a participant leaving the 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;
compulsory sale, and the cost must be adequate, established by the council of participants.

First of all, the purchase of a share must be offered to the participants of the LLC - 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 the share is sold to a third party, the other participants must be notified of the upcoming sale and agree to it.

How share is sold

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

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

Founder, one and only

When an LLC is established 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 completed the transaction by a notary (this is how he realizes the authorized capital - the whole whole, we are not talking about a share). Then he decides 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 removes the necessary founder from the composition.

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

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