Any organization is a moving, dynamic mechanism that tends to change. Change of the founder of an LLC is the official procedure for registering changes in a company, which is associated with a change in the composition of participants, whether it is the withdrawal of existing or the introduction of new ones, and it can be implemented in several ways. It should be noted that the change of founder requires taking into account formalities, legal literacy, so as not to lead to complications in the further activities of the company. For example, if the taxation of a company is carried out according to a simplified system, then the sale of more than 15% of the organization’s share to a legal entity will result in the inability to continue using the “simplified system”.
Transactions on the disposal of shares, as a rule, are certified by a notary, and documents are then sent to the tax authorities without fail. However, the law provides for cases when a change of founders is possible without notarization. Now more about the possible ways to change the composition of participants.
Entrance of a new founder
It is made on the basis of an application in a simple form addressed to the general director of the company, and then a monetary or property contribution is made to the authorized capital, which consequently increases. The next step will be the preparation of a new edition of the Articles of Association of the LLC, and the Decision that the Management Company of the LLC is increased by a certain amount by a contribution from a third party. Then, applications are prepared in the form of P14001 and P13001, and the procedure is completed by the official registration of all changes.
Exit of the founder from LLC
The participant submits a statement in simple form to the Director General, where he expresses a request to pay him the price of a share in the authorized capital of the company, which is indicated in the Charter of the organization. Next, a statement is drawn up (form P14001); a decision is being prepared on withdrawal and, accordingly, on the transfer of the participant’s share to the organization’s balance sheet or distribution among the remaining members of the company, which is made at the meeting of the founders. In conclusion, a change of founder is officially registered with the tax office. Its change without notarization is also possible in other versions:
- selling a share of one member of the LLC to another; the basis will be a contract of sale, drawn up in a simple form;
- the participant alienates the share in favor of the company and receives compensation. After its withdrawal from the LLC, the organization sells this share to a third party; In addition to the contract of sale, a document confirming payment is attached.
Founder's withdrawal requiring notarization
This method is the fastest - the change of the founder and the transfer of the share occurs at the same moment when the contract of sale of the share to third parties is certified by a notary. In this case, the presence of two parties at the same time is required: the seller (old participant) and the buyer (new). The downside will be the collection of a large number of documents.
Change of founder with an increase in UK LLC
If the organization has one founder, he wants to leave the membership and transfer the share to a third party, then it is reasonable to conduct a transaction without the participation of a notary, since the cost of registration depends on the size of the authorized capital. And you will have to bear significant costs if the UK is large. The implementation in this case takes place in two stages: the introduction of a new participant and, accordingly, an increase in capital; withdrawal of a willing member of the society and redistribution of shares.