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Replacement of constituent documents. Change of founder and change of director of the organization

LLC owner or several owners economic society, in some cases, you may need to go out of business. We will study what legal mechanisms exist 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 (founders) in the authorized capital of the company;
withdrawal of one of the founders (several founders) from the Company.

In both cases, you may experience:

redistribution of shares in the ownership of the economic company among the remaining participants;
entry into the business of new faces.

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

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

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

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

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

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 (sales, donations) must be notarized. The role of a notary during its implementation, as a rule, is not limited to the certification of documents. He, in the manner prescribed by law, transfers information about the transaction to the Federal Tax Service, which subsequently makes changes to the Unified State Register of Legal Entities stating that such and such an LLC has changed its owner (sole 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 authorities about a change in the composition of the owners of an LLC can be carried out extremely quickly. In turn, the Federal Tax Service, having received the necessary information from the notary, makes changes to the Unified State Register of Legal Entities within 5 days.

Entrepreneurs, when using the scheme with the alienation of a share in an LLC, 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 participants in the transaction in the notary's office.
If a transaction for the sale of a share in a business is carried out, 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 request from the buyer documents confirming the payment.
When selling a share in an LLC 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 a share to a specific buyer).

At the same time, an entrepreneur who intends to sell a share in a business entity is obliged to notify the co-owners of the business about this by means of an offer, which is also notarized. The offer reflects the cost of the transaction and its other conditions.

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

The articles of association of an LLC may include special conditions buying and selling shares in a business.

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

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Change of LLC owners: 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. In this case, this output may be accompanied by:

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

The scenario in which, after the exit of one of the owners of the company from the business, a third party buys a share in the authorized capital, assumes that the participants in corporate relations carry out the following procedures:

by an applicant for a share in an LLC - payment of a share in the authorized capital (less than or equal to that released upon the exit of the former co-founder);
acting owners - registration in the prescribed manner of increasing the size of the authorized capital of 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 third party's intention 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.

Increasing the authorized capital of the 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 exit of one of the current participants, then the actions of the participants in corporate legal relations will be as follows:

an LLC participant who wishes to exit the business sends an application 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 company is formalized.

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

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

If the charter allows, then the share in the charter capital transferred to the Company may 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 its share can be combined into one legal action. This is convenient from the point of view of transferring information about the change of owners in a business entity to the Federal Tax Service in the prescribed manner.

The withdrawal of a participant from an LLC may be prohibited by the charter. How to change the founders in an LLC in this case? There is only one option here - changing the charter. Therefore, if any of the current owners still insists on releasing 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 exit the business.

How does the change of ownership in an LLC with a single founder take place?

Separately, it is necessary to consider the specifics of the change of owners of an LLC, if at the time of this change the company has one owner.

As we noted at the beginning of the article, going out of business sole founder economic society is not entitled. Among those ways of alienating a share that are available to him are 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 sole founder of an LLC can be changed. It involves the exit of the participant from the business with the preliminary purchase 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 of their desire to redeem the founder's share in the LLC.
Decisions made by the current founder:

on increasing the size of the authorized capital;
on the admission of the applicant to the company, subject to his contribution to the authorized capital (in fact, the decision to change the founder of the LLC).
on the adjustment of the charter of the LLC (for information on the amount of the authorized capital);
on establishing the nominal price of the share acquired by the investor;
on the change in the share of the current owner of the business.

An investor, with whom the sole founder has agreed, makes 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 left the LLC may also remain):

applications for registration of a change in the owner of an LLC;
decisions of the founder on the adjustment of 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 withdraw from the company without violating the legal requirement that the sole owner is not entitled to withdraw from the authorized capital of the LLC. For these purposes, he will also need to send to the Federal Tax Service:

an 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 exits the business. His former firm will be managed by another owner.

Changing the sole founder in an LLC is a rather costly and troublesome business, it takes a lot of time to figure everything out. However, such a situation, when you need to change the founder, change the statutory documents, happens very often.

Today, many companies are experiencing crisis impacts and, unfortunately, not all managers are able to successfully conduct business with constantly falling demand and exchange rate volatility of the national currency. Some companies go bankrupt, others undergo reorganization and change of ownership.

Russian legislation also undergoes serious changes every year, and it is not easy to keep track of all the new documents, there are always many different specifics and nuances. Registration is still very bureaucratic. This also applies to the required papers that need to be prepared for making changes, as well as the process of interaction with regulatory authorities.

To facilitate the process of registering the change of owner of an LLC, today we will try to deal with the main sample documents and outline step-by-step instructions.

How to change the sole founder of an LLC - there are 2 ways

Today there are two main ways:

Entry into the LLC of the new founder, increasing the Charter of the LLC, and then the exit of the old participant with the transfer of his share. But in order to prevent a right-wing vacuum, this will have to be done in stages.
The only participant in an LLC may well sell its share by entering into a sale and purchase transaction, which is notarized. The change of the founder occurs when the transaction is notarized. It is also possible to transfer a share under a donation agreement. This method is possible if there are no restrictions on the transfer of shares in the charter.

The first method is the most popular because it is cheaper. In the second case, you need to pay not only notary services, but also the execution of the transaction. The second case may be easier to issue, but it will cost quite a lot. The cost of such notarial registration in Moscow is approximately 30 thousand rubles for each participant. In addition, you will still have to pay for the certification of signatures and certification of copies of documents page by page.

General stages of changing the sole founder of an LLC:

preparation of company documents
notarization
changes in the Unified State Register of Legal Entities
informing banks and counterparty partners about changes.

We will analyze each of the two methods in more detail step by step.

Method 1. Introduction of a new participant into the LLC, increasing the authorized capital of the LLC

In this case, the registration process can be divided into several main stages. First, we introduce a new founder into the LLC structure. Now there are two participants in the LLC and one of them can already be withdrawn, there will be no more legal vacuum. The second stage is just connected with the execution of documents for the withdrawal of the participant who wished to leave it. And finally, the third stage is the receipt of new documents with all the necessary changes in the Unified State Register of Legal Entities and informing banks and counterparties about the changes in the LLC.

Step 1. Preparation of documents for the entry of a new participant.

You need to create new documents:

new version of the charter
new founder's statement
bank payment order or cash order for the payment of a new share in the UK

. The decision of the founder of the LLC must be notarized. It indicates the increase in the UK, the transition and distribution of the share, if any. We make here other necessary changes in the details of the LLC, if any

Preparation of a new charter. Here it is necessary to indicate the new amount of the company's Criminal Code. If necessary, we immediately make other changes to the LLC (legal address, etc.). New charter made in two copies, stitched, signed by the general director and stamped.
Application of the new founder. The new founder submits an application to the general director for admission to the membership. The application indicates his share and the amount that he contributes to the company's Criminal Code.

. Application Form P13001. It has a multi-page format, but only those pages that are related to new LLC changes are filled in and submitted.

The applicant of the P13001 form is the director of the organization, or Management Company. Page 001 of the form and sheet M must be completed. Sheet M Section 5 is filled in by the notary himself. Double-sided printing of the form is not allowed.

At the stage of preparing documents, the new founder contributes his share of the Criminal Code and submits a document on the amount paid, along with his application for entry into the LLC, to the notary and to the IFTS for further processing. After paying the share of the Criminal Code by the new founder, within 3 days, it is necessary to notarize the documents and submit them to the Federal Tax Service.

Step 2: Certification of the package of documents by a notary

Prepared LLC documents with changes are certified by a notary. The applicant is the current CEO of the LLC. If there is a simultaneous change of the general director of the LLC, the applicant will be the new general director, and the presence of the current founder is also required. If another person will hand over or pick up documents from the IFTS, then you must immediately issue a power of attorney for him.

Approximate cost of notarial services for certification required documents: certification of form R13001 - 1,400 rubles, power of attorney - 1,550 rubles, certification of a decision - 800 rubles, decision to increase the Criminal Code - 5,500 rubles. Rates may vary by region.

The notary public must:

Application-form P13001, signatures are certified by a notary
the decision of the founder of the LLC on making changes is certified by a notary
new charter (2 copies)
decision on the appointment of the general director and the order to take office
CEO's passport
payment orders or cash warrant for payment by a new member of the Criminal Code
other documents with changes in the LLC.

Notarized documents are submitted further to the IFTS.

Step 3: Submission of documents to the IFTS

To register changes, you must provide:

application form P13001, with signatures certified by a notary
new charter (2 copies)
new founder's statement
decision of the founder on changes
payment of state duty - 800 rubles
application for additional contributions to the Criminal Code (if any).

personally by the CEO or representative by proxy, notarized

Step 4. Obtaining documents from the IFTS

Sheet of new records of the Unified State Register of Legal Entities

Carefully check the received papers for errors and inaccuracies in them, if they are found, you must immediately report this to the tax office for reissuing the papers. Due to the large paperwork, even simple technical errors, unfortunately, are not uncommon.

The first stage about the new participant is completed. Now the LLC has two members, therefore, one of the founders can now leave the LLC. This could not be done at the same time, because. legal vacuum in the organization should not be allowed.

Step 5. Exit of the founder - preparation of documents

We are preparing papers for a participant leaving an LLC:

decision to leave a participant
application for amendments to the Unified State Register of Legal Entities - form P14001.

Now let's look at each of these documents in more detail.

The decision to leave the participant. It may be necessary to distribute his share, and this also needs to be reflected in the decision.

Step 6. Notarization of documents

The applicant is the CEO of the LLC. The package of documents is the same as last time (see Step 2), only the documents received from the Federal Tax Service Inspectorate (a new extract from the Unified State Register of Legal Entities and a registered new charter) and prepared papers on the withdrawal of the participant are still added to them (see Step 5).

Step 7. Resubmission of documents to the IFTS

It is necessary to submit documents from the previous list (see Step 3) and documents on the withdrawal of the participant to the IFTS.

Form Р14001
participant's statement of withdrawal, certified by a notary
the decision to leave the participant.

Submission of the P14001 form will not require payment of state duty and it is also not necessary to make new changes to the charter.

Upon receipt of documents, a Receipt will be issued, 5 working days are allotted for registration.

Step 8. Obtaining final documents from the IFTS

Usually, documents are received at the IFTS on a previously issued receipt immediately after the expiration of the five-day period. At your request, documents can be sent by registered mail to the legal address of the LLC, but this must be indicated immediately, when submitting papers for registration. So, you get a new version of the extract from the Unified State Register of Legal Entities with the final changes. This completes the registration process safely, it remains only to notify your counterparty partners of the changes that have occurred to you.

Step 9. Notifying banks and counterparty partners of changes.

It is imperative to notify the banks where your current current accounts are about the changes that have taken place, for this they need to send:

new list of the Unified State Register of Legal Entities
a copy of the new bylaws.

Counterparties need to send an information letter freeform describing the changes that affect your partnership.

Method 2. The sole participant of the LLC sells its share.

The founder of an LLC has the right to sell or donate a share by making a transaction of a sale and purchase agreement, if there are no restrictions in the charter on this account. This transaction is notarized. The change of the founder takes place at the time of certification of the contract by a notary. It is also possible to conclude a donation agreement.

This design method is much simpler and shorter, but it is much more expensive. The approximate cost of notary services for registration in this way will be given below.

There is no need to submit documents for the Unified State Register of Legal Entities twice, since the entrance and exit of the founders are combined in time, it occurs during the notary registration of the transaction.

Step 1. Registration of the transaction at the notary

an extract from the Unified State Register of Legal Entities received no more than 5 days ago (now notaries receive these extracts online, but it is better to clarify)
certificates of PSRN and TIN / KPP
charter
passport and personal presence of the general director, founders of the old and new
representative's passport (if a power of attorney is issued to submit documents to the Federal Tax Service Inspectorate)
lease agreement for premises (if the legal address of the LLC changes)
other documents as needed.

The cost of drawing up a contract of sale at a notary in Moscow is approximately 30 thousand rubles for each participant. The approximate cost of notarial services for certification of documents: form P13001 - 1,400 rubles, power of attorney - 1,550 rubles, certification of a decision - 800 rubles, decision to increase the Criminal Code - 5,500 rubles. If necessary, you can immediately arrange a change CEO LLC, paying about 7 thousand rubles. Additionally, you will need to pay for related notary services, certification of signatures on documents, notarized copies of papers, etc. Rates may vary by region.

Notarized documents are submitted further to the IFTS for registration of changes in the Unified State Register of Legal Entities.

Step 2. Preparation of organization documents for the entry of a new founder and the exit of the previous participant

After the transaction, changes are made to the constituent documents of the LLC. The new founder decides to change constituent documents. A statement is made about the withdrawal of the participant. The participant submits an application to the CEO about his withdrawal. The application indicates what will happen next with the share of this participant, whether it will pass to the company, a new participant, or will be paid to him in money. Note that this application is also notarized. The new articles of association must be registered.

You need to draw up documents for a new participant:

decision of the sole founder on changes
new version of the charter
new founder's statement
application for registration of changes in the statutory documentation of a legal entity - standard form Р13001

Papers for a participant leaving an LLC:

decision on the appointment of a new CEO (if required)
application for withdrawal of the participant, which will need to be notarized
decision to leave a participant
application-form R14001 on amendments to the Unified State Register of Legal Entities.

Now consider the preparation of each document in more detail.

The decision of the founder of the LLC must be notarized. It indicates the increase in the UK, the transition and distribution of the share, if any. We make here other necessary changes in the details of the LLC, if any.
Preparation of a new charter. The charter necessarily reflects the new amount of the company's Criminal Code, other changes. The new charter is made in duplicate, stitched, signed by the general director and sealed.
Application of the new founder. The new founder submits an application to the general director for admission to the founders. The application indicates his share and the amount that he contributes to the company's Criminal Code.
Application Form P13001. It has a multi-page format, but only those pages that are related to new LLC changes are filled in and submitted. Sample form.

The applicant of the P13001 form is the director of the organization, or the management company. Page 001 of the form and sheet M must be completed. Sheet M Section 5 is filled in by the notary himself. Double-sided printing of the form is not allowed.

The decision to appoint a new general director is best made according to the existing model for appointing the previous general director.
Member withdrawal statement. The participant submits an application to the CEO about his withdrawal. The application indicates what will happen next with the share of this participant, whether it will pass to the company, a new participant, or will be paid to him in money. Note that this application is also notarized.
Application - form Р14001. Here we make all the new changes on the corresponding sheets of the form. Filling out the P14001 form is similar to P13001, as already described above.

Step 3. Notary registration of documents for submission to the IFTS

A set of documents required by a notary:

a contract of sale / donation of a share (it can be prepared by a notary himself), signatures are certified by a notary
application-form P13001, signatures are certified by a notary
application form P14001 (a notary can fill out this form himself), signatures are certified by a notary
Unified State Register of Legal Entities received no more than 5 days ago
certificates of PSRN and TIN / KPP
new charter (2 copies)
the decision to appoint the general director of the LLC and the order to take office (if necessary)
passport of the general director
representative's passport (if a power of attorney is issued to submit documents to the Federal Tax Service Inspectorate)
application for withdrawal of the participant, also notarized
lease agreement for premises (if the legal address of the LLC changes)
other documents as amended.

Step 4: Submission of documents to the IFTS

For changes in the Unified State Register of Legal Entities, you must provide:

completed form P13001, notarized
completed form P14001, notarized
new charter (2 copies)
new member statements
decision of the new founder
notarized withdrawal statement
exit decision.
state duty 800 rubles

Documents can be submitted in one of three ways:

personally by the CEO or representative by proxy
online on the IFTS website, using digital signature for certification
send by registered mail (attached with a list of attachments).

When receiving documents, the inspector always issues a receipt indicating the date of issue of new papers. Registration term - 5 working days.

Step 5. Obtaining documents with changes in the Unified State Register of Legal Entities

After the expiration of the period allotted for registration, you need to pick up the papers at the IFTS according to a previously issued receipt. You must issue:

List of a new entry in the Unified State Register of Legal Entities
A new charter with a registration mark in one copy.

You can receive documents on the issued receipt in person, or entrust it to your representative by issuing him a power of attorney. Also, documents can be received by mail to the legal address of the LLC, but this must first be indicated in the application. Carefully check the received papers for errors and inaccuracies in them, if they are found, you must immediately inform the tax office about this in order to reissue the papers. So, you get a new record sheet in the Unified State Register of Legal Entities with all the final changes. This completes the registration process, now you need to notify your counterparties of the changes that have occurred to you.

Step 6. Notifying banks and counterparty partners of changes

Counterparties need to send an information letter with changes that relate to your partnership. Changes must be reported to the banks in which accounts are opened, for this they need to be sent to:

informational letter of free form
decision of the founder or protocol on changes
new sheet of the Unified State Register of Legal Entities
a copy of the new bylaws.
Counterparties need to send out an information letter with changes that relate to your partnership.

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Conclusion

Well, we have dealt with all the nuances of the design process in detail, laid them out in steps. In the process of considering the stages, one could be convinced that the re-registration of the founders was a rather troublesome business. But fortunately modern technologies make our task much easier. The use of modern information resources and services, will help to avoid unnecessary red tape and hassle, save a lot of time and effort. In addition, documents to the tax office can now be sent by registered mail by mail or online.

Separately, it should be noted changes in the legislation that are constantly taking place in the field of document management. Legislation is now changing, one might say monthly, so when drawing up documents, it is better to consult with specialists or carefully understand all the details yourself.

If, however, the preparation of documents for you is too burdensome, and you do not have the time and desire to thoroughly understand everything on your own, then contact some law office. Experienced lawyers who know all the nuances will definitely help you - simply and quickly prepare the necessary documents, quickly register all changes.

Re-registration of an LLC is commonly referred to as changes that, in accordance with Federal Law No. 129, are recorded in the constituent documentation. Whatever the reason: a change in name, a sale of shares, or a change in management, it is important to get it legally correct and draw up the necessary documents so that these changes can take effect.

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Wind of change in the enterprise

In the course of the work of any organization, changes may occur in connection with the replacement of the director or founders and the redistribution of their equity participation in the total capital, as evidenced by new entries in the organization's charter.

The replacement of founders is an official procedure that can be carried out by selling shares or by withdrawing its members from the organization and introducing new ones. In accordance with existing legislation, the replacement of participants in an organization can be carried out in different ways.

Replacement of the founder, withdrawal from the composition

All data on the members of the LLC are entered in the constituent documents and in the Unified State Register of Legal Entities.

The state registration of a legal entity is accompanied by the entry into the Unified State Register of Legal Entities of the following data about it:

data on registration at the address of residence;
passport data;
what share is allocated to him from the total authorized capital.

According to federal law 129, you can replace members in the organization as follows:

by alienating a share in favor of another person;
share in the organization.

The first option for replacing members of the organization is the simplest and is achieved by transferring the share to another person. The transfer of a share is carried out by selling or donating a willing citizen to any person who is not in this moment LLC member.

This is formalized by a transaction for the sale of a share in an LLC or by concluding a donation agreement.

According to the law, such a transaction (purchase and sale or donation) must be certified by a notary. Such a transaction is formalized accordingly and paid at the price set by the notary's tariffs.

The second option for replacing a participant is carried out by transferring a share to an organization without resorting to drawing up a notarized document.

You can replace the founders of an LLC, as well as re-register shares in an organization, by:

direct transfer of a share under a contract of sale or donation, certified by a notary;
an alternative option that does not require recourse to the services of a notary, which can be documented in various ways:
- output of the previous term;
- resale of a share within the organization between its participants;
- sale of this share among the participants of the LLC under the agreement.

The exit of one founder from the company is carried out as follows: he announces his decision to leave the organization in writing and asks to pay him the amount corresponding to his share in the authorized capital. Then the participant's decision to withdraw from the organization is documented, and his share in the authorized capital is divided among the other participants or remains on the organization's balance sheet.

Making a sale from founder to founder is possible within the organization without the participation of a notary.

To do this, it is necessary to draw up an appropriate written contract in any form.

When an organization has a share of a former participant on its balance sheet and the rest of the organization members decide to sell it to a third party, an agreement is drawn up in the form P14001 indicating the change in the share owner and documents confirming payment are attached to it.

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The consignment note TORG-12 is used regularly in economic activity. Sample fill in .

New CEO

The General Manager is entity, which can perform any action on its own behalf. Its powers are established by the Charter of the organization and legislation.
Depending on the size and direction of the work of the organization, the CEO can manage it alone or by redistributing duties among the members of the board of directors responsible for a certain type of work.

The change of the general director of the enterprise may occur for the following reasons:

because of ;
in connection with death;
by decision of the general meeting in connection with the loss of confidence;
in connection with .

The replacement of the founder occurs after the transfer of his share or the acceptance of a new member, as for the general director, he can be replaced only after a positive decision has been made by the general meeting.

The process of changing the director takes place in several stages:

The present director draws up a letter of resignation.
The future director submits an application for employment.
Both statements are transmitted to the general meeting.
A meeting of the members of the LLC is held.
After the meeting decides to replace the director, an appropriate entry is made in the Unified State Register of Legal Entities, but in this case, the constituent documents do not need to be changed.
The new director signs the application and notarizes it.
The notary receives an extract from the Unified State Register of Legal Entities.
The previous director submits the documentation on the act of acceptance and transfer.
The director and the organization conclude employment contract, the contract with the ex-director is terminated and a corresponding entry is made in his work book.
The director issues the first order on behalf of the head of this organization, which informs him of his acceptance of a new position.

Entering a new participant and redistributing shares

A new participant may be included in the LLC after the necessary changes are made to the Unified State Register of Legal Entities. In this way, one or more new members may appear in the organization.

Registration of the acceptance of a new participant in an LLC is carried out without the participation of a notary. His share in the authorized capital is also registered without a notarized donation or sale agreement.

The entry of a new participant into an LLC must be registered with the IFTS body, its data is also transferred to the local executive committee with an indication of a change in the composition of the participants.

In order to new member becoming a member of an LLC must obtain the approval of all its members. Those who wish to join the organization must write applications for further consideration by the general director and his members, who can accept him and allocate to him a share in the general capital.

The admission of a new participant to the company is due to the desire of its members to increase the authorized capital at the expense of new funds or property contributed to it, or by increasing it by all the founders. The latter is possible, both in equal shares in proportion to the amount of capital, and in disproportionate shares.

After accepting a new member, a general meeting is held in order to allocate him a share in the total capital. In this regard, there will be a change in the size of the shares of the remaining participants, data on which are currently available in the Unified State Register of Legal Entities.

In order for a new participant to receive a share in the authorized capital, he must make a monetary or property contribution. As capital increases, percentage the shares of other members of the LLC will decrease.

Data on the new member of the LLC will be registered in the Unified State Register of Legal Entities, after which he will be endowed with equal rights with other founders. He will also bear equal responsibility with the rest of the founders corresponding to his participation in the authorized capital.

A new founder can be accepted into the organization in the following ways:

by increasing the authorized capital;
no change in capital;
by selling his share without notarial participation.

All actions, including changes in the membership of the organization and the implementation of transactions with shares, are limited in time in accordance with Federal Law No. 312:

for 1 month, an amount must be paid to the account of the organization, with the help of which the share of the new participant will be determined;
The entire reorganization procedure should take 6 months.

Re-registration of LLC when changing the founder

In accordance with existing legislation (FZ No. 129), all changes made to the composition of LLC participants must be documented in the Unified State Register of Legal Entities, and this information is transferred to the territorial body of the Federal Tax Service.

The cost of the procedure for changing the founders of an LLC, the price of introducing a new participant depends on the number of founders, the stages of registration and the need for notarization of documents. For example, Moscow law firms involved in the execution of such documents have set the following prices:

Paperwork

In order to make the necessary changes to the Unified State Register of Legal Entities, you will need:

Consider the issue for general meeting and make a positive decision of all the founders of the LLC.
Include changes in the founding documents.
Collect the necessary documents for submission to the registration authority:
- decision of the meeting to change the composition of the founders;
- a new founding document with a new list of participants;
- certificate of state registration OOO;
- certificate of assignment of TIN;
- share transfer agreement;
- decision on the appointment of a director;
- documents to verify the payment of the share (bank receipt or certificate signed by the director and chief accountant);
- a description of how the participant enters or exits the LLC;
- copies of passports of all founders, including the general director;
- title documents on the transfer of shares;
- when drawing up a contract for the sale of a share: a notarized consent of the spouse.
- application in the form No. P14001.
- receipt for payment of state duty.

Changes will be made to the Unified State Register of Legal Entities within 5 days, an extract on these changes must be submitted to the IFTS authority.

The organization will be issued new constituent documents, a certificate of amendments and a new document - an extract from the Unified State Register.

Notarization of the transaction

The need to register a notarial transaction when changing participants in an LLC arises in cases where the share of a participant is re-registered:

in connection with a sales contract;
by inheritance;
through donation.

The notarial method of re-registration of the share of a participant in an LLC includes:

notarization of the transaction;
payment for notary services;
registration of the spouse's consent to the purchase or sale of a share;
sending the necessary documents for further registration by mail.

Documents for a notary:

application form R 14001;
extract from the minutes of the meeting of founders;
charter of LLC;
certificate of state registration;
permission of the spouse with the seal of a notary;
consent of the other founders.

The 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 takes place when changing the founder in 2018, we will consider the stages of the procedure.

Features of the procedure for re-registration of LLC when changing the founder

From a legislative point of view, the procedure is based on various 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 enters into inheritance).

Re-registration includes the preparation of documents and their transfer to the tax authorities at the place of registration. Documents can be submitted to tax authorities in person, remotely on the website of the Federal Tax Service with an electronic signature, or by sending a 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 for re-registration.

Ways to re-register an LLC when changing the founder: main advantages and disadvantages

One-time replacement of all founders is prohibited by law. 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

Application conditions

pros

Minuses

Through notary services

One founder sells his part of the authorized capital;

the legislation gives the primary right to purchase a share of co-founders and a business company;

following the order of priority, if the founders and the economic company 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 sale, donation or transfer of a share by inheritance);

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

the whole procedure takes a minimum of time

Prior to the transaction (except for donation and inheritance), you must first notify all founders and LLCs of the intention to sell the share, who can exercise the right of priority to acquire the share;

the transaction being made must be notarized;

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

Without the involvement of a notary

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

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

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

From 01/01/2016, all documents that relate to changes in the structure of the constituent assembly and are transferred to the tax authorities for making changes 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 an LLC to a third party

If the co-founders, LLC refused to purchase the share being sold, the seller-founder has the right to sell it to a third party. In this case, a contract of sale is concluded with the obligatory involvement of a notary. Documents required for renewal:

Application for standard form R14001.
Certificate of state registration.
Amended Articles of Association.
Extract or minutes of the meeting of the founders of the LLC with the decision to sell part of the capital, the consent of the founders.
A notarized document of sale.
Extract from the register of a legal entity (valid for up to a month).
The consent of the spouse (wife) for the sale of a part of the capital, drawn up in a notary.
Receipt for payment of state duty.

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

Gradual replacement of the founder of an LLC without involving a notary

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

Stages of replacement of the founder without the involvement of a notary	Features of the
A new participant writes an application for inclusion in the LLC	The text of the appeal is drawn up in any form; the application is considered by the general director and members of the LLC, approved or not
Allocation of a share to a new participant in the total authorized capital	It is carried out at the general meeting of the founders; a new participant can be accepted into an LLC without changing the capital, by increasing it or by selling a share without the participation of a notary
A new member makes a property or monetary contribution	This action is necessary for the new participant to receive a share in the capital; due date - one 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 amended articles of association or the amendments 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 the 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 departing 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, unless it is provided for by the constituent documentation
A decision is drawn up on the withdrawal of the founder from the LLC	The payment of the amount for the share of the withdrawn participant is made no later than 3 months from the date of submission of the application
The share of the retired participant becomes the property of the LLC, is divided among the remaining founders	The division of the share is carried out at the general meeting, an appropriate decision is drawn up
The disposal of the old founder is registered with the Federal Tax Service	The head of the LLC submits the following documents to the tax authorities: notarized form P14001, statement of the retired founder, the decision to divide the share of the retired member; new data is entered into the Unified State Register of Legal Entities within 5 days

The procedure for re-registration without the participation of a notary may take up to six months, but no more.

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

Most often, errors 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 officials) are subject to correction. The procedure is as follows:

The error was identified immediately. Contact the employee who issued the documents, state the essence of the error. He is obliged to record the comments made in special form and give it to the applicant, indicating the time of issue of the document without errors. The fixed errors are corrected in the standard case in 3-4 days.
The error was discovered some time after receiving the documents. The recipient of the documents writes covering letter with a description of the error, a statement R 14001 is drawn up (clause 2.3 “Change of information about the legal entity in case of errors” is marked, the number of the state registration number where there is an error is entered into it). The first 3 sheets certified by a notary are taken from the form, the sheets from the form with the error made are attached and, together with the letter, are submitted to the registration authority. Corrections are made within 5 days, after which the correct version of the documents can be picked up in person or sent by mail to the 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 Entities are usually revealed later. However, such errors can also be corrected in the order described above.

Typical reasons for refusal to re-register an LLC when changing the founder

A refusal to re-register an LLC when a 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 an LLC	How should the applicant proceed in case of refusal?
Not all documents were handed over to the tax authorities; incorrect filling or execution (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 should be submitted.
Founder disqualified by court decision	Comply with the requirement: all LLC founders must be real persons, not limited in rights
The state duty was not paid, and the documents were submitted to the wrong registration authority	Submit a receipt for payment of the state duty, together with all documents; you need to contact the tax office to which the LLC belongs

The applicant has the right to apply to the court upon receipt of an unreasonable refusal from the tax authority. But at the same time, you should be aware that false data that is indicated during registration can lead to a fine of 5,000 rubles. or disqualification up to 3 years (CAO, Art. 14.25).

Example 1. Refusal to re-register 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 Charter;
form R 14001, R 13001;
the decision of the founders of the company on the updated composition;
registration certificate of a legal entity;
extract from the Unified State Register of Legal Entities.

The applicant was refused with the indication of the reasons: the application form was 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 an LLC

While taking the documents from the tax authorities, the applicant, while reading, noticed errors in the surname, authorized capital, which he immediately informed the employee who issued the documents. He 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 unlawful and 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, to whom else can it be offered?

If one of the founders refused to buy a share, the remaining participants of the LLC are entitled to purchase it together. The distribution of the purchased part of the capital can be carried out on any basis (for example, according to existing shares in the business).

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

To this end, 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 withdrawing participant must be distributed among the remaining ones?

Question number 5. Is it possible to apply for correction of errors and related documents to submit to the Unified State Register of Legal Entities to a trusted person?

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

step by step instructions for 2018

In this material, you will learn how the change of LLC participants takes place.

Create documents for changing the founders of LLC

This article will help you find answers to questions that often arise in the process of changing LLC participants. Also, it is detailed. step by step instructions for those who have yet to undergo such a procedure.

Situations when there are changes in the composition of the LLC and it is required to introduce a new participant to replace the one leaving, happen quite often. The process is called "Change of participants" and consists of two ongoing processes:

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

Implement Data organizational changes can be done 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 economically, but it will take quite a lot of time to process documents and communicate with a notary and government agencies.
Use the services of our service for the preparation of legal documents for changing the founders of an 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 on your own.

Documents for changing participants in 5 minutes

WAYS TO CHANGE FOUNDERS OF LLC

Change of founders of an LLC with the participation of a notary

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

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

the consent of the spouse to the transaction, the marriage contract or a statement of the absence of marital obligations;
written statements of all other participants of the LLC about the refusal to exercise their right of first refusal.

To obtain the last document, you will need to comply with a number of formalities that are provided by law. Before selling his share to a third party, a participant who wants to leave the LLC must offer to buy it out to other founders or to the legal entity itself. At what at the same price as will be offered to the buyer.

To do 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, the participants and the LLC itself, if the charter provides for the acquisition of a share by the company as well, have one month to exercise the right of first refusal. In case of refusal of the founders, the company itself can redeem the share from the participant.

If only a part of the founders refuses to acquire the share of the retiring 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 withdraw your offer to sell only with the consent of all the founders. If neither the participants nor the legal entity itself exercised their right of first refusal to acquire a share, then the founder has the right to sell it on the same conditions to any third party who will be among the participants in the LLC.

Violation of the right of participants to pre-emption entails the possibility for them to demand the transfer of the rights and obligations of the buyer through the courts. 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 participants without notarization

If the participant does not intend to sell his share, but, on the contrary, alienates it to the company, then this transaction is not a purchase and sale. And, accordingly, does not need notarization. In this case, first a new participant enters the LLC, contributing to the authorized capital and thereby increasing it, and then another participant exits. The main thing is that the charter does not state that a participant does not have the right to withdraw from the membership. His share is distributed among the remaining participants, paying the withdrawing participant its actual value.

The possibility of accepting a third party into an LLC must be expressly stated in the articles of association. When a new participant enters, the size of the shares of all the rest changes. Therefore, a decision unanimously adopted by all founders on increasing the UK, redistributing shares, as well as making appropriate changes to the charter will be required. 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 Criminal Code. As well as the procedure and deadlines for its introduction. The decision is made by the founders on the basis of this application.

The exiting participant also writes an application, which is submitted to the gene. LLC director. From the moment this application is accepted, the applicant's share passes to the company. And he is paid the actual value of the share. This may be a sum of money or, with the consent of the participant, property of the same value. The calculation is based on the data financial statements for the previous period.

Changing all participants at once and changing the only participant in an LLC is not allowed by law!

The process of changing participants consists of several successive stages. Next, we will consider each of them in more detail.

STAGES OF CHANGING THE PARTICIPANTS OF LLC

Step 1. Decision on the entry of LLC participants

As already mentioned, the decision on the entry of participants is made on the basis of their applications. A person wishing to become a member of the founders of an LLC writes it in free form, which is discussed in more detail in the article “Entering a participant into an 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 Criminal Code and the shares of each founder.

A participant who wants 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 documents for the entry of a new member

To get started, you need to register with tax office 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 member 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 a legal entity. faces. The signature of the applicant on it is certified by a notary.
Minutes of the meeting of participants or the decision of a single participant. It should contain decisions on the entry of a third party, on the approval of the changes that will be made to the charter, on changes in the size and value of the shares of all participants.
Application of a participant (or participants) joining the company. This is the basis for making the appropriate decision.
New edition charter. It must necessarily indicate the new (increased) size of the authorized capital. Served in two copies.
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 CEO himself, but by his authorized representative.
Documents about independent evaluation contribution if it is in non-monetary form.
Confirmation of the full amount of additional deposits. They are made 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 the notary to certify the signature of the general director of the LLC on form P13001, 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. Specify before going to the notary 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 of the company;
certificate of registration of the company with the tax authority;
a document confirming the authority of the head (an extract or a copy of the appointment decision, an employment contract);
manager's passport;
the entire package of documents submitted to the tax service.

Step 3. Submission of documents

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

The most reliable way to do this is to do it personally to the CEO. Or his representative, acting under a notarized power of attorney. To do this, you will have to pay a visit to the tax office.
Do everything on the website of the Federal Tax Service by sending documents to in electronic format. But this will require electronic signature(EDS).
Use postal services. Required ordered letter with a description of the attachment.

When submitting documents in person, it is necessary to obtain a receipt from the employee who accepted the documents and be sure to check the correctness of writing all the data and the correspondence of the number of pages in each document.