The life of a company (LLC) during its existence can undergo considerable changes: the adoption of a new founder in an LLC, a change of director, the withdrawal of a founder from the LLC. And each of them cannot go without proper registration in accordance with the law (Federal Law No. 14 “On Societies ...”). The article is devoted to the procedure for the withdrawal of one of the founders from the LLC.
The first task that must be completed is to formalize the withdrawal of the founder from the LLC by law. First, the founder must write a statement, the heading of which will read “about leaving the company ...” The application will be considered at a meeting of the founders, at which a decision is made to leave the company. What should be the record in the minutes of the meeting. The meeting is held more likely to comply with the formalities, since the founder has the right to leave the company without the consent of its other participants (unless otherwise specified in the charter). An exit is considered to be effected from the moment the share (part of the authorized capital) of the retiring participant is transferred to the company. The founder has the right to sell the share to persons not related to the company. For 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. According to the law, a retiring founder must receive an appropriate payment for his share. It can be sold to the founders who remain in the LLC (they have the preemptive right to purchase this share) or to a third party, if the founders did not accept the offer for sale within 1 month and did not pay the share of the retiring founder.
After the participant leaves and before making changes to the Unified State Register of Legal Entities, his share transferred to the company must be distributed in some way between its participants (a 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 is already spelled out in the charter of the LLC, it is worth following it. Typically, 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”. Under this procedure, transferring a stake to someone is more if, when organizing an LLC, he contributed a large amount to the authorized capital, to someone less. Or: "the share is equally distributed between the founders of the LLC." The distribution of the share must be recorded, drawn up in the form of a decision of the general meeting of founders.
And finally, the withdrawal of the founder from the LLC ends, firstly, by amending the list of founders (this should be in every LLC) and, secondly, by submitting documents to the registration authority (chamber) to make changes to the register of 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 sales contract, for example. Among the documents submitted to the registration chamber there should be a receipt on payment of the share (or another document confirming payment), as well as a statement (form No. P14001 - “on amendments”), a statement of the founder himself on withdrawal from the LLC. The minutes of the meeting should be provided . According to the 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 will not have to be contacted twice (the first time to confirm the withdrawal of the founder from the LLC; the second - the distribution or sale of the share).
The task of the retiring founder is complicated if he still held the position of director of the LLC. How to quit the director of an LLC? Prepare for the general meeting of the founders a letter of resignation along with a letter of resignation from the company. Then at the meeting, 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 in the position of director, but at the same time arrange for withdrawal from the LLC as a founder.
It is no secret that such a decision will come to the head of the retiring founder only if the company is approaching ruin, or has already been declared bankrupt (there are, of course, other situations, for example, relations deteriorated or a desire to open a business appeared, but such reasons are rather rare). In this case, the question arises: what is the liability of the founder of the LLC for the debts of the LLC? By law, the founders are not liable for the debts of the LLC either with their property or in monetary terms. All debts are repaid at the expense of the authorized capital and only within its limits (the size of the authorized capital is prescribed in the charter). The only option possible for paying off debts at the expense of the founder is the amount that he once contributed to the charter capital.