The purchase and sale of an LLC share in the authorized capital is one of the most complicated transactions considered in the civilian modern turnover. Both the law and the provisions of the charter of the company govern the procedure for concluding such transactions. Current legal standards enable founders to introduce restrictions on the sale of shares to third parties in the charter, in addition, special conditions may be provided for notification of a transaction to be completed.
Alienation of shares in LLC
The process of transferring a share to a third party is possible only after obtaining consent from all LLC participants who have priority rights to redeem the company's share. Therefore, the founder must first notify his partners of the sale of shares and obtain appropriate permission from each of them. The law allows these procedures to be carried out in any form (written or oral), however, in order to avoid possible risks of contesting the concluded share purchase agreement, it is better to send written notifications to all participants and the limited liability company itself. According to the general rule, the founders of the LLC must provide an answer within a month after they receive a written notice. If one has not been sent, then it means that they agree to the transaction. The charter of the organization may contain other terms for the performance of these actions.
In the event of a refusal, the sale of a share in the charter capital of an LLC must be carried out by any participant who has expressed a desire to acquire it, or by the company itself. In the latter version, the distribution of the share at the general meeting between the other founders is implied within the period specified by law. In this case, it should be borne in mind that the founder can sell only that part of the share for which payment has been made, with an incomplete contribution to the authorized capital, only the paid part is subject to sale.
Sale of shares in the authorized capital of LLC
It should be borne in mind that contracts for transactions of purchase and sale must be notarized. It should be noted that the same rules apply for preliminary contracts . Of course, under this procedure, the completion of such transactions is much more complicated, but this provides a fairly effective protection against raider seizure of the business.
Sale of a share in the authorized capital of a LLC: notarization of a transaction
To certify the contract for the sale of a share by a notary, the parties must provide passports, constituent documents, an extract from the state unified register of legal entities, the registration authority and the TIN of the company, the notarized consent of the spouses (if it is impossible for them to be personally present). In addition to those listed, documents will be required that confirm the fact of payment of a share or part, an agreement, documents showing that the procedure for notifying the founders has been carried out. And finally, you need a receipt for payment of state duty and a completed application in the form P14001 on amendments to the USRLE.
All documents submitted are checked by a notary, and if there are no errors in the paperwork, he certifies the contract. Two copies shall be issued to the parties with an authentic inscription. Within three days after the conclusion of the transaction, the notary submits documents to the tax authorities for changes to the USRLE. Five days after signing the contract, a company representative may receive a certificate from the Federal Tax Service Inspectorate.
It is worth saying that if the sale of a share in the authorized capital of the LLC was made between the founders, then all the listed documents will be required, and the application P14001 will also have to be verified with a notary.