Withdrawal from the founders of the participant. Withdrawal from the founders of LLC: voluntary and non-voluntary withdrawal. New in this procedure

The life of a company (LLC) during its existence can undergo considerable changes: the acceptance of a new founder in the LLC, a change of director, the withdrawal of the founder from the LLC. And each of them cannot walk without proper registration in accordance with the law (Federal Law No. 14 "On Societies ..."). The article is devoted to the procedure for withdrawal from the LLC one of the founders.

The first task that must be completed is to formalize the withdrawal of the founder from the LLC according to the law. First, the founder must write a corresponding statement, the heading of which will read “to leave the company ...” The application will be considered at the meeting of the founders, at which a decision is made on his withdrawal from the LLC. What should be recorded in the minutes of the meeting. The meeting is held rather to comply with formalities, since the founder has the right to leave the company even without the consent of its other participants (unless otherwise specified in the charter). Withdrawal is considered made from the moment of transfer of the share (part authorized capital) the outgoing participant to the society. The founder has the right to sell the share to persons not related to the company. For the sale, you need a written offer to sell your share to the other founders.

The second task is to comply with the consequences of leaving the LLC. By law, the retiring founder must receive an appropriate payment for his share. It can be sold to the founders remaining in the LLC (they have the preferential right to purchase this share) or to a third party, if the founders did not accept the offer to sell within 1 month and did not pay the share of the retiring founder.

After a participant leaves and before his share, transferred to the company, must be distributed in some way between its participants (the decision on the distribution of the share can be made immediately, at the same general meeting, when the issue of the founder's withdrawal was "decided"). The procedure for the distribution of a share or its alienation has already been spelled out in which it is worth being guided by it. Usually the charter contains the following text: "the share of the retired founder is distributed among the other founders of the LLC in accordance with their shares in the authorized capital." With this procedure for transferring a share to someone, there are more if, when organizing an LLC, he contributed to the authorized capital large amount, someone less. Or: "the share is distributed equally among the founders of the LLC." The distribution of the share must be recorded, drawn up in the form of a decision general meeting founders.

And lastly, the exit of the founder from the LLC is completed, firstly, by making changes to the list of founders (this should be in every LLC) and, secondly, by submitting documents to the registering authority (chamber) to amend the register legal entities... You will need a document confirming the transfer of the share of the retired participant to the company or to a third party under a sale and purchase agreement, for example. Among the documents submitted to the registration chamber there must be a receipt for payment of the share (or another document confirming the payment), as well as a statement (form No. Р14001 - "on making changes"), a statement by the founder himself about leaving the LLC. Should be provided By law, LLC participants must apply to the registration authority within a month from the date of the changes. If all decisions are made at one general meeting, then the registration chamber does not have to be contacted twice (the first time to confirm the founder's withdrawal from the LLC; the second is the distribution or sale of the share).

The task of the retiring founder is complicated if, until now, he also held the position of director of an LLC. How can a director of an LLC quit? Prepare a letter of resignation for the general meeting of founders along with a letter of resignation from the company. Then at the meeting the participants must decide who will be the new director. Before dismissal, you should find a replacement for yourself, otherwise the dismissal may be delayed. The founders may be ready to leave you as a director, but at the same time formalize the exit as a founder from the LLC.

It is no secret that a retiring founder will come up with such a decision only if the LLC approaches bankruptcy, or has already been declared bankrupt (there are, of course, other situations, for example, relations have deteriorated or there is a desire to open their own business, but such reasons are rather rare). In this case, the question arises: what is the responsibility of the founder of the LLC for the debts of the LLC? According to the law, the founders are not liable for the LLC's debts either by their property or in monetary terms. All debts are paid off at the expense of the authorized capital and only within its limits (the amount is spelled out in the charter). The only option possible to pay off debts at the expense of the founder is the amount he once contributed to the authorized capital.

Any of the founders has the right to leave the LLC, and this is done by submitting an appropriate application to the CEO of the company. After that, several mandatory stages of this procedure begin, and during this time the person who decides to leave the company must be paid his share financial resources, as well as all the relevant documents on the withdrawal from the founders of the LLC must be drawn up. After submitting the application, it will be impossible to refuse to leave the LLC, therefore the founder who decides to take such a step should carefully consider his actions.

Withdrawal from the membership of a limited liability company

The procedure for withdrawing from the founders of an LLC has several mandatory stages for the preparation of all the necessary documentation, the calculation of shares, where, in addition, the peculiarities of the process, which can be voluntary or compulsory, must be taken into account.

The legislation provides for the possibility of one of its founders leaving the LLC, but only if this is regulated by the Charter of the company, and also subject to the consent of all its other members. The most important aspect here is the fact that these conditions are met only in the event of a voluntary withdrawal of the founder from the LLC. If all the conditions are met, he receives his share of the funds, after which all his ties with society are terminated.

The withdrawal of a participant from the founders by application, in contrast to the method with notarization of the purchase and sale of a share, is quick and cost-effective. A member of the company writes a statement of withdrawal, after which his share is transferred to the company, followed by the notarization of the statement, and 5 working days are given to register with the tax office. Consider the procedure for withdrawing the founders from the LLC.

The main advantages of this method are as follows:

• Minimum financial costs for registration, notarization and registration of changes.
• No state duty for registering a change.
• Fast processing (7 working days).
• The applicant is the CEO (frees the founder from the need to spend time on a notary and tax).

Factors preventing the founder from leaving the LLC

However, there are two circumstances, according to which the participant has no right to leave the society:

• if the founder is the only shareholder of the authorized capital of the enterprise;
• if all founders leave the LLC at the same time.

In the presence of such factors, society cannot continue to exist and must be liquidated.

Step-by-step instructions for the withdrawal from the founders of LLC

Having made the appropriate decision, the member of the company is obliged to submit to the authorized person an application for his exclusion from the company. All other documents related to the exit procedure are prepared by the administering administration.

In practice, the exit from the company of one of the founders can be realized in two ways, with the payment to this founder of his financial share, as well as without any compensation to his personal account. If, after submitting such an application, the founder needs to pay a certain part of the authorized capital of the LLC, then this should be carried out taking into account the deductions of personal income tax from this entire amount. Except for the cases when one of the founders leaves the LLC, the same procedure for calculating personal income tax can be applied in two more cases: if the property is transferred to the founder in connection with the liquidation of the company and if the nominal value of his share is reduced for some reason.

Options for exiting LLC

Withdrawal from an LLC of one of the founders suggests three possible situations:

1. His share can be transferred to the company, which will have to pay material compensation to the founder in the amount of the real value of this share. If the charter provides for the possibility of withdrawal from the founders of an LLC without the consent of the rest of the participants, then one of them can do this at any time convenient for him. In this case, the LLC is obliged to pay him the amount of his share.
2. In the process of selling your share to another shareholder or to a third party, but only if this does not contradict the charter of the LLC. An owner who decides to leave the company has the right to dispose of his share in full, but he has the right to partially dispose of it. Such a transaction must be formalized as a sale and purchase agreement with subsequent registration with the tax authority of all changes that have occurred.
3. In accordance with the court decision following the results of the process, which was initiated by other members of the company, who own 10% of the share of the company. In accordance with the experience of litigation, it is known that in order to carry out the withdrawal from the founders of an LLC without the initiative of the person, it is necessary for him to refuse to contribute his share within a year or the subject's violation of his obligations, as well as an obstacle to the activities of the company.

If the company's charter does not provide for the release of the founders, then before changing the composition of shareholders, it is necessary to make adjustments to the content of the specified document, but only on condition that each of the founders of the company agrees with this. It is correct to do this even at the stage of creating such a document, but a similar opportunity exists during the existence and functioning of society.

Before the withdrawal of a participant from the founders of the LLC occurs, he, in turn, must fulfill all his obligations to the company, namely, the obligations to contribute his share to the authorized capital of the company. However, in cases of agreement on this matter with the rest of the participants, it is possible to reduce such payments by the amount owed.

We reviewed the step-by-step instructions for the withdrawal from the founders of LLC above.

Application for withdrawal from LLC

If one of the members of the company decided to sell his share of his organization, then he is obliged to submit an appropriate application to the executive body of the company. Such an application is drawn up in a simple written form, where it is extremely important to indicate the purpose of your application with this application. Such a document should indicate:

• passport details of a company participant who plans to leave it;
• addresses of his registration and actual residence;
• the size of his share in the firm;
• date of writing the application;
• personal signature.

At the time of receiving such an application executive agency the company must put a note that the document was received, the date of its receipt and the signature. From that moment on, the company participant carried out the withdrawal from the founders of the LLC, and the organization itself is obliged to pay this person the cost of his share within three months. However, this procedure should be mandatory be noted also in the register of the tax authority.

If the charter of the company does not reflect the possibility of one of the participants leaving it, a general meeting of owners should be organized, at which this issue will be discussed. Based on the results of the meeting, a special protocol is drawn up, which will describe all decisions of the owners. There are several options for what the owner can decide about the “fate” of the share of the participant leaving the company:

• leave in the company for a period of 1 year;
• split between all participants in proportion to their shares;
• sell - either to third parties or to one of the participants.

A sample of the protocol on withdrawal from the founders of an LLC can be seen below.

Actions related to the tax office

The application for the withdrawal of the founder from the LLC is a direct basis for the fact that it was possible to contact the IFTS for the very registration of this fact. The executive body of the company for filing in tax office must prepare the following documents:

• a statement in accordance with the p14001 form, stating that it is necessary to amend the records of the Unified State Register of Legal Entities. Here you need to fill out the first sheet of the form, the third sheet, which describes the parameters of the share of the participant who left the company, as well as sheets C, D and D (E), after which - sheet P.
• company charter;
• an extract from the Unified State Register of Legal Entities, the prescription of which should not exceed one month;
• OGRN;
• minutes of the meeting on withdrawal from the founders of the LLC, at which this executive body of the company was approved.

This application must be certified by a notary, and then sent to the tax authority.

Determination of the real value of the share of an LLC participant

On the last day of the month that preceded the one in which the corresponding application for withdrawal from the company was drawn up and submitted, after summing up the balance, the executive body of this company must begin to calculate the real value of the participant's share. The real value of the company's net assets is estimated in accordance with the order of the Ministry of Finance of the Russian Federation, which in these situations should be guided by the OJSC. It states that this amount should be paid by deducting from the real value of the company's net assets the value of its entire authorized capital. If this amount turns out to be less, you will need to reduce your authorized capital by the amount of this shortfall.

Controversial situations in determining the value of a share

If disputable situations have arisen, it is necessary to organize a general meeting of equity holders in order to approve the reporting, according to which such a calculation was carried out. In addition, at the meeting, it is necessary to decide on the timing of the payment of this share and how the funds will be distributed among all the remaining founders. Based on the results of the meeting, a protocol of withdrawal from the founders of the LLC is drawn up, with which the entity that has left the company will have to familiarize itself. If the former partner does not have the opportunity to do this, then a valuable letter should be sent to him, which will indicate all the information he needs.

The only member of LLC

If a member of a company wishing to leave it is the only one, then it must be liquidated, since the law does not provide for such a procedure for reorganizing an LLC. In such a situation, the liquidation of the company can be initiated, or it can be transferred to another person.

In the event of the death of the only member of the company, according to the law, it must become the property of his heirs.

Allocation of a share in kind

The law provides for the allocation of a participant's share in kind, but only in certain cases:

• if it is spelled out in the Charter of the company;
• if other members of the company offer this option.

A member of the company who decides to leave it does not have the right to demand from former partners the allocation of a part of it in kind, since such actions are contrary to the law.

When the court intervenes

In addition to the above, the law provides for cases of withdrawal from the founders of an LLC in court. This happens as follows: other members of this company, whose shares in the aggregate make up 10% of the authorized capital of the company, can judicially withdraw from it that participant who does not fulfill his obligations in relation to the company, grossly violates the rules reflected in the charter, or makes it difficult (makes it impossible) the activities of society.

Withdrawal of the participant from the LLC step-by-step instruction contains the following steps:

• submission to the executive body of an application indicating the intention to withdraw from the founders;
• notification of the Federal Tax Service Inspectorate of the change in the composition of participants within 1 month from the date of submission of the appeal;
• receipt from the Federal Tax Service Inspectorate of confirmation of editing the entry in the Unified State Register of Legal Entities;
• settlement with a former partner.

Possible options for exiting LLC

The exit of the participant from the LLC step-by-step instruction assumes three possible situations:

• the share can be transferred to the company, which in this case pays material compensation in the amount of the actual value of the acquired share. If the charter of the organization provides for such an opportunity, then the owner can leave the company without taking into account the opinions of other business partners. The LLC is still obliged to reimburse the cost of the share;
• in the process of transfer (sale) of a share to another participant or a third party, if there is no direct prohibition on this operation in the legislation or in the Charter of the company. The owner has the right to dispose of his share both in full and in part. The transaction is formalized through a sale and purchase agreement with the registration of the changes made in the Federal Tax Service Inspectorate;
• in accordance with a court decision following a process initiated by other members of the LLC who own at least 10% of the company’s share. On how to withdraw the founder from the LLC without his consent, the jurisprudence states that the reason may be the partner's refusal to contribute his share within a year, his violation of his obligations in relation to the company, an obstacle in the organization's activities.

If the withdrawal of partners is not provided for by the Charter, then the withdrawal of the participant from the LLC, the step-by-step instructions should be expanded: before changing the composition of the founders of the company, it is necessary to edit the specified document, if the other partners agree. Often this opportunity is prescribed in the Charter even when the registration of the enterprise is only planned, that is, during the creation of the document.

Prior to the exclusion of a participant from the company, he must fully fulfill his obligations to the company to contribute his share to the authorized capital. But it is permissible, by agreement with other partners, to reduce the payments due by the amount owed.

Statement

On how to withdraw the founder from the LLC, step-by-step instructions say that if the partner decided to sell his share to the company itself, he should submit a corresponding application in simple written form addressed to the head of the executive body (director, president). It is important to indicate the purpose of the appeal without the possibility of its ambiguous interpretation. The document should be written:

• passport details of the applicant:
• his registration address;
• the name of the legal entity;
• the size of the share in it;
• date of appeal;
• put a signature.

When accepting an appeal, the executive body puts a mark on receipt: date and visa (signature). From that moment on, the partner is recognized as removed from the membership of the company. But this procedure must be reflected in the register in the IFTS. The same date is the starting point of the period (3 months) during which the company is obliged to pay the value of the received share.

If this possibility is not reflected in the Charter, then a general meeting of owners is held, the agenda of which will be precisely this issue. Based on the results, a protocol is drawn up with a decision on the fate of the share. Partners will decide what to do with it:

• leave in society for a year;
• distribute among all the remaining founders in proportion to their shares;
• sell either to one of the participants or to other persons.

Tax office

The application submitted by the participant is the basis for contacting the Federal Tax Service Inspectorate for registering this fact. For tax authorities, the executive body is obliged to prepare:

1. a statement in the form No. Р14001 stating that the entry in the Unified State Register of Legal Entities should be edited. Fill in:
   • the first sheet of the form;
   • sheet No. 3 on the parameters of the share of the former partner;
   • sheets C, D, D (p. 1-9 are filled in for individuals) or E, depending on the legal forms of the participants;
   • sheet P;
2. Company charter;
3. fresh (up to 1 month) extract from the Unified State Register of Legal Entities;
4. OGRN;
5. minutes of the meeting that approved the current executive body in office.

The application is certified by a notary, after which it is sent to the IFTS.

Calculation of the actual value of a share

After calculating the balance on the last date of the month preceding the month in which the application to leave the company was filed, you can begin to calculate the actual value of the share.

The valuation of the net asset value of an LLC is carried out on the basis that joint stock companies must be guided by.

The calculation scheme looks like this:

It is determined that the specified value is paid by deducting the value of its authorized capital from the value of the company's net assets. If the amount turns out to be insufficient, the company should reduce the authorized capital by the amount of the shortfall.

Dispute in determining the value of a share

In disputable situations, a general meeting of participants should be held in order to approve the reports on the basis of which the calculation was performed. At this event, it is worth solving the issue of the timing of the payment of the share and the procedure for its distribution among the remaining founders.

At the end of the meeting, a protocol is drawn up, with which you need to familiarize the former partner, having received his visa under the document. On the basis of this decision, you can send him a valuable letter indicating the amounts due.

If the issue of the amount of payments is decided in court, then defending his interests, the former partner has the right to demand payment of his share in accordance with the assessment made by independent experts. Such situations often arise if a society owns:

• real estate;
• shares in other companies;
• securities;

since the listed assets in accounting are reflected at their nominal value, and not at the real, market value.

The withdrawal of a participant from the LLC can happen for various reasons. In each case, the correct documentation is required. How can a founder leave the LLC independently in 2019?

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Participation in an LLC presupposes the ownership of a share in the capital of the organization. Therefore, one cannot simply refuse to participate in society.

The founder's exit must be properly formalized. How to independently leave an LLC in 2019?

Important aspects

In Russia, LLC is one of the most popular organizational and legal forms of legal entities. Society with limited liability created by one or more persons.

The total number of participants can be up to 50 people. At the same time, each participant contributes to the activities of the organization, which is expressed in the formation of the authorized capital.

According to the law, the authorized capital of an LLC must be at least 10,000 rubles, maximum amount not limited.

By paying for part of the authorized capital, the participant becomes the owner of a share in the company and receives the right to participate in the management of the organization's activities.

It is the financial component that is of greatest importance when a participant leaves the company.

The outgoing founder loses the right to participate in the management of the LLC, but only after he loses the right to his share, which can be implemented in different ways.

For example, a share can be redeemed by a company by paying its cost to a retiring participant. The owner of the share has the right to sell, donate or transfer the share through other methods of alienation to other persons, if there are no restrictions on.

In most cases, it is the procedure for disposing of the participant's shares that determines the procedure for the founder's exit from the LLC. The situation is solved depending on the specific circumstances.

Definitions

The withdrawal of the founder from the LLC presupposes the alienation of the participant's share to the company. To exercise this right, the participant does not need to obtain the consent of the other founders.

However, it is important to comply with the withdrawal procedure established by the Charter. Otherwise, you will need to use alternative options or make changes to.

The exit procedure itself is not difficult. The founder, who wishes to leave the company, submits a corresponding application to the address of the company.

The process becomes more complicated due to various formalities based on the internal regulations of the company.

As a rule, the exit is carried out by observing several successive stages, each of which is documented.

The procedure established by the Charter may require obtaining the consent of the rest of the founders for the exit of the participant.

If an LLC has a ban on the withdrawal of participants or a special procedure is established, then the decision must be made by the general meeting. In the course of the meeting, the procedure for the alienation of the share and its is approved.

When the Charter does not provide for any special conditions, the head of the LLC decides the issues with registration.

A meeting of founders is held only for the purpose of considering the issue of changing the composition of participants due to the withdrawal of one of them.

The share of the retired participant is compensated in accordance with the procedure stipulated by the Charter. If the process is not approved, the bylaws will need to be changed.

Otherwise, the established order is applied, which is not always beneficial. Changes to the Charter are made in the presence of 2/3 of the votes of the participants.

Acceptable grounds

The reasons why a participant wishes to leave the LLC may be different. This is the unwillingness to do joint business with other participants, the inability to participate in business, family circumstances, personal motives, and so on.

In general, the reason for leaving the LLC is not so important. From a legal point of view, the ability to exit is more important. You need to understand that the procedure can be voluntary and compulsory.

In some cases, exit is simply possible only if the company is liquidated, for example:

• the LLC participant solely owns 100% of the capital;
• all founders immediately announced their exit.

If the exit is possible, then the grounds can become:

• own wish;
• forced exclusion;
• death.

The fundamental difference between the withdrawal of a participant and the sale or transfer of a share is that the share of the withdrawn participant is transferred to the society in exchange for compensation.

Normative base

The change in the composition of the founders of an LLC is regulated by the Civil Code of the Russian Federation and Federal Law No. 14 dated 02/08/1998. The withdrawal of a participant from the company is stated in Art.

In particular, it says here that an LLC participant has the right to withdraw from the company through the alienation of a share to the company, regardless of the will of other participants, when this is provided for by the Charter.

The right of a participant to withdraw is provided upon approval of the Charter or amending it by the general meeting of participants.

Thus, the law defines only the fundamental details of the procedure for exiting from society. In more detail, the procedure is determined by the Charter of the LLC.

Procedure for passing the procedure

The legal fact of the beginning of the procedure for leaving the LLC is the will of the participant, expressed in the form of an application.

Any private owner of the company has the right to exit, regardless of the size and reasons for the acquisition. The establishment of restrictions on withdrawal from society is unacceptable.

The only thing that the Charter can provide is a ban on the alienation of a share without the consent of all founders. But in the case of leaving the LLC, such consent is not required.

The process of leaving a participant from an LLC is the following step-by-step scheme of actions:

1. Preparation of an application and its submission to the name of the head of the organization.
2. Convocation of a general meeting of participants to resolve the issue of excluding the applicant from the membership of the company.
3. Approval of the decision of the general meeting and registration of the voting results by minutes.
4. Preparation of an application for notification of the Federal Tax Service.
5. Notarial certification of the P14001 form.
6. Submission of documents to the tax office for the purpose of state registration of the fact of the transfer of the share of the retiring participant to the company.
7. Recording of the participant's retirement.
8. Obtaining documents from the Federal Tax Service confirming the registration of changes.
9. Payment to a former participant of compensation for a share from the company.

At each stage of the procedure, various formalities approved by law must be followed.

For example, when submitting an application for withdrawal, the participant must present a notarized spouse (if any).

List of required documents

The process of preparing the documents depends on whether the outgoing participant is an ordinary founder of several or the only participant.

An LLC participant with several founders will need to prepare a small package of documents:

• an application for an exit of the established form;
• notarized consent of the spouse.

The rest of the documents are drawn up by the company after receiving the application. This:

If there is one participant in the LLC, then its withdrawal from the company requires the liquidation of the LLC. But another option is also possible. In particular, a new person is introduced to the list of participants.

At the same time, the corresponding changes are made to the Charter and to the Unified State Register of Legal Entities through the notification of the tax authorities.

After the second participant officially joins the LLC, the former sole participant submits an application for withdrawal. Further, the procedure is formalized in the above described way.

How to write a statement

There is no strict form for a statement of withdrawal from the membership of an LLC. But the lack of clear rules sometimes becomes a reason for controversy.

Based judicial practice, are considered appropriate:

The main requirement for a statement is to express a clear intent. Since the statement refers to a unilateral transaction, then all the rules, including those on invalidity, are applicable to it.

Photo: example of a statement of withdrawal from LLC

The withdrawal of the application is allowed only in the manner of contesting or recognizing the transaction as null and void. Also, the transaction is considered insolvent and the application is recognized as withdrawn if the company does not fulfill its obligation to pay compensation.

The approximate structure of an application for exiting an LLC will be as follows:

Share payment

When a participant leaves the company, the general meeting of participants decides what to do with the share.

Two options are allowed:

Regardless of the fate of the share, the participant has the right to receive compensation. The calculation is carried out in accordance with.

The amount of compensation is set based on the indicator of net assets according to the accounting data for the last reporting period until the application is submitted and the nominal value of the participant's share as a percentage.

Video: exit of the participant from the LLC

The payment is made within three months after the submission of the application in cash, but by agreement of the parties and if there is an actual possibility, it is allowed to issue a share in property.

Exit due to death

If a member of the company dies, then his share in the authorized capital of the company is transferred to the legal heirs in accordance with the Civil Code of the Russian Federation.

The circle of successors is indicated in the will, and in the absence thereof, is determined by law. According to the law, the heirs of the first stage are the spouse, children, and parents.

Together with the rights, they also acquire responsibilities. If the Charter does not prohibit inheritance, then the heir of the deceased participant can become part of the LLC.

Otherwise, compensation is paid to the heir. Sometimes, after the death of a participant, heirs are not announced.

In such a situation, the remaining share after six months is recognized as escheat property, and the share goes to the state.

In this case, the state can become a member of the company or the participants of the LLC pay the state the cost of the share.

Forced exception

An LLC participant may be forcibly excluded from the company. Perhaps this is in court at the request of the rest of the founders, who own more than 10% of the authorized capital.

The grounds for exclusion are:

• the participant's inaction when performing the assigned tasks, which resulted in losses;
• conclusion of contracts that led to severe economic consequences for the organization;
• holding extraordinary meetings of participants;
• seizure of property.

The court recognizes the requirement to forcibly expel a participant as justified if the plaintiffs presented appropriate evidence.

A court decision on compulsory expulsion from the LLC leads to the recovery of legal costs from the expelled participant. In addition, the participant may refuse to compensate for the share.

How to withdraw from the founders of an LLC on your own without consent

It is impossible to prohibit withdrawal from society. But the Charter may contain a clause prohibiting the alienation of a share without the consent of the participants.

What if the members of the company do not agree to accept the share in the connection, thereby preventing the participant from leaving the founders?

In such a situation, you can use alternative options. These are the methods associated with alienation in favor of third parties.

And if it is impossible to sell a share without the consent of the general meeting according to the Charter, then you can transfer the share free of charge to a third party (donate) or transfer it to (with subsequent confiscation) you can independently.

Step-by-step instructions for the withdrawal of a participant from the founders of an LLC by withdrawing upon application and transferring his share to the company with subsequent distribution among the remaining members of the company, the instruction has been updated and contains all the changes in 2019.

The withdrawal of a participant from the founders by application, in contrast to the method with notarization of the purchase and sale of a share, is fast and cost-effective. A member of the company writes a statement of withdrawal, after which his share is transferred to the company, followed by notarization of the statement and 5 working days are given to register with the tax office. Consider the procedure for withdrawing the founders from the LLC.

The main advantages of this method are as follows:

• Minimum financial costs for registration, notarization and registration of changes;

• No state duty for registering a change;

• Fast registration (7 working days);

• The applicant is the CEO (frees the founder from the need to spend time on a notary and tax).

How to remove a founder from an LLC in steps

First step : Preparation of documents for registering changes to the participant's withdrawal

• Statement of withdrawal of participants. A member of the company leaving the founders must write an application addressed to general director on withdrawal from the founders of the LLC. In this application, it is necessary to reflect the size of the share of the authorized capital that will be transferred to the company and notarize it. According to the legislation of the Russian Federation, a participant is considered to have withdrawn from the Company from the moment of registration and notarization of the application. The application for the withdrawal of a participant from the company is subject to obligatory notarization by a notary.

• Minutes of an extraordinary general meeting of participants or a decision on the distribution of the company's share. The main agenda in the minutes is the distribution of the share in the authorized capital of the Company owned by the Company among all members of the Company. The share remaining after the withdrawal of the participant can be distributed among the remaining participants in proportion to their shares in the authorized capital; sold to a member of the Company or to a third party, or may be left with the Company within a year.

• Fill out an application in the form No. Р14001. If, when registering a participant's exit, changes affecting constituent documents(change of legal address, OKVED codes, company name), then you must use the application form No. Р14001. When registering changes in the form No. Р14001, the state duty is not paid, and new edition the charter is not being developed. If it becomes necessary to simultaneously implement the above changes, then you will need an application form No. Р13001, with payment of state fees and two copies of the new edition of the charter.

Second step: Certification of documents by a notary

Before submitting documents to the tax office, a notarization of the registration application will be required. The applicant will be the current general director of the company. The appearance of the founder who is leaving the company to the notary is obligatory!

Before visiting a notary, you will need to obtain an up-to-date extract from the Unified State Register of Legal Entities, no older than 10-15 days. Prepare all the documents described above, as well as take a full set of constituent documents (certificates state registration, registration, current charter, minutes or decision on the appointment of a general director, etc.)

The average cost of notary services is 1,700 rubles. for the certification of the form, 3 100 certification of the application for withdrawal of the participant. If an authorized person is to submit and receive, then a notarized power of attorney and a copy of the right to submit and receive documents will be required + 2,400 rubles. for a power of attorney.

Third step: Submission of documents to the tax office

You must go to the registering tax authority(in Moscow, this is the Federal Tax Service Inspectorate No. 46, which is located at the address: Moscow, Pokhodny proezd, household 3, building 2. Tushino district), get a ticket in electronic queue and submit prepared documents for registration of changes.

To register changes to the tax office, you must submit:

• A copy of the statement of withdrawal from the participants, certified by a notary;

• Minutes of an extraordinary general meeting of participants or a decision on the distribution of the company's share;

• Application in the form No. Р14001, certified by a notary.

After submitting the documents for registration, we will receive a receipt for the acceptance of documents; five days later, according to the receipt, it is necessary to receive ready-made documents.