Sale of a share in the authorized capital of LLC: registration of a transaction

Purchasing the sale of LLC's share in the authorized capital isone of the most complicated transactions considered in civil modern turnover. Both the law and the provisions of the company's charter regulate the procedure for concluding such transactions. The current legal norms enable the founders to introduce restrictions on the sale of a share for third parties to the charter, in addition, there may be special conditions for notifying the transaction that is due.

Alienation of a share in LLC

The process of transferring a stake to a third party is possibleonly after obtaining consent from all the participants of the LLC, who have priority rights to buy out the company's share. Therefore, the founder must first notify his partners of the sale of the stake and obtain a corresponding permit 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 in challenging the concluded share purchase agreement, it is better to send notices in writing to all participants and the limited liability company itself. According to the general rule, the founders of the LLC must provide a response within a month after they receive a written notice. If it is not sent, it means that they believe that the consent to the transaction has been received. The organization's charter may contain other terms for the implementation of these actions.

In case of receiving a refusal to sell a stake in the authorizedthe capital of the LLC must be exercised by any participant who has expressed a desire to acquire it, or to the company itself. The latter option means the distribution of the share at the general meeting among the rest of the founders during 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 was made, with an incomplete contribution to the authorized capital, only the paid part is subject to sale.

Sale of a share in the authorized capital of LLC

It should be borne in mind that the contracts of transactions forpurchase and sale must be certified by a notary. It should be noted that the same rules apply to preliminary contracts. Of course, with this procedure, the commission of such transactions is significantly more complicated, but this gives quite effective protection against raider seizure of business.

Sale of a share in the authorized capital of LLC: notarization of the transaction

To certify the contract for the sale of shares from a notarythe parties must be provided with passports, constituent documents, an extract from the state unified register of legal entities, the NGO and IDN of the company, notarized consent of the spouses (if their personal presence is impossible). In addition to those listed, documents that confirm the fact of payment of a share or part, a contract, documents showing that the procedure for notifying the founders has been made will be required. And, finally, you will need a receipt for payment of the state duty and a completed application in the form of P14001 on making changes to the Unified State Register of Legal Entities.

All submitted documents are checkednotary, and if there are no mistakes in the paperwork, he assures the contract. Parties are issued in the hands of two copies with a credible inscription. Within three days after the conclusion of the transaction, the notary shall submit documents to the tax authorities for changes to the Unified State Register of Legal Entities. Five days after the signing of the contract, a company representative may obtain an appropriate certificate from the Tax Inspectorate.

It should be said that if the sale of a stake in the authorized capital of LLC was made between the founders, then all listed documents will be required, and the application of P14001 will also have to be certified by a notary.