The article will discuss how to sell a stake in an LLC.
The authorized capital of an organization in the form of a limited liability company is usually divided into shares. Co-owners have the right to sell their share to other members of the organization or to third parties. To avoid problems when implementing such a procedure, some nuances should be taken into account and certain rules should be followed.
What LLC owners should know
Before selling a stake in an LLC, each of its owners should know some nuances. Let's consider them in more detail.
- The individual who has paid for it and is fixed in the charter of the LLC has the property right to the organization’s share. A sample will be presented below.
- The alienation procedure must be accompanied by a notary public. The procedure can be carried out without his participation only if voluntary exit from the company is carried out, after which the redemption of a part of the company or its resale will be carried out by someone who has a priority right to it.
- The founders of the LLC, which have the preemptive right, receive the offer of the transaction first. Only if they refuse, is it possible to sell the share to a third party. That is, the co-owner, the company itself, third-party individuals and legal entities can act as a buyer.
- The owner has the right to sell a share in the LLC to his spouse. But in this case, he must first notify potential buyers by sending them a certified offer of his own intention. If all the founders of the company refuse to buy, then only then the owner of the share will be able to realize his part to the spouse. Before you start selling, you should understand how much it will turn out to help out for such property.
The process of assessing the share in the authorized capital of the organization
Before selling a share in an LLC, its value must be determined. This service is provided by qualified appraisers. Appeal to them is necessary as soon as specialists can draw up a detailed report, which will contain all the necessary details. But if you want, you can do it on your own, while saving money.
The calculations are carried out using the following formula: (SCA-UK) * 50/100, where the price of net assets is taken as the SCA, and the amount of the authorized capital at the time the LLC was registered is taken as the SCA.
Cost above market
It should be noted that the seller has the right to set the value above the market. That is, he can sell his share at absolutely any price.
The difference of the indicated numbers is multiplied by 50 if two participants formed the authorized capital. This figure changes if the number of co-owners is different.
For example, the Criminal Code is 30 thousand rubles. 4 participants formed it, each contributing 7.5 thousand rubles. NAV is 300 thousand rubles. Therefore, the assessment should be made as follows: (300 thousand rubles - 30 thousand rubles) * 25/1000, which is equal to 67.5 thousand rubles. This is the cost of one quarter of the company.
Preparing for a deal
Selling the share of founders in an LLC requires certain cash costs, the size of which depends on several objective factors. The estimated prices for legal services are as follows:
- Drawing up an agreement on the alienation of a share or part thereof. If the share costs less than 1 million rubles, then the lawyer will have to pay about 0.5% of this amount. At a cost of 1-10 million rubles, the service will cost 0.3% of this amount plus 5.5 thousand rubles. If the price of a part of the LLC is more than 10 million rubles, then the legal service will cost 0.15% + 33 thousand rubles.
- Compilation of DCT. With an individual - 13-15 thousand rubles, with a legal entity - 17-19 thousand rubles, with a foreign legal entity - 22-25 thousand rubles.
An LLC participant can save on legal costs if a sale transaction is concluded between the owners of the shares (LLC participants). In such a situation, you will only have to pay for compiling the DCT and notarizing the offer.
Documentation for the sale of a part of the company
Experts recommend taking care of collecting all the required papers in advance. If a lawyer will accompany the transaction on the sale of a share in the LLC, the owner of the share must provide him with a package of the following documents:
- The offer.
- Application to be sent to the tax authorities.
- Official documents confirming that the company members renounced their priority rights.
- Extract on the composition of the owners of the company.
- A certificate that fixes the payment of part of the authorized capital.
- Standard DCT.
- Receipt, payment order, receipt confirming the fact of payment of the share.
- Certificate that the company has passed state registration.
- Certificate confirming the refusal of the LLC to acquire a share
- INN
- The document fixing the powers of the director (labor contract, order of appointment, protocol).
- The latest edition of the charter of LLC. Sample it is not difficult to find.
Stages of a deal to sell a business share
So how to sell a stake in an LLC? This procedure is quite transparent. The main condition is compliance with all formalities.
LLC participant needs to be prepared to go through the following steps:
- Drawing up a written request to the head of the company and its subsequent distribution to other participants.
- Sending a proposal (offer) outlining important terms of the transaction to the director. After the director receives an offer, the process of notifying all necessary persons can be considered completed.
- Receiving a written response from all owners of the company. A refusal may take the form of silence or a document notarized.
- Design of DCT.
- Preparation of a package of documentation, providing it to a notary.
- Sending an application in the form of Р14001 to the tax authorities and receiving an extract from the Unified State Register of Legal Entities from the Federal Tax Service. This step is carried out by a notary authority.
- Updating the list of founders of the organization and subsequent notification of this to the servicing bank and counterparties.
Sale of all or part of an LLC
How to sell a stake in an LLC to another participant is better to find out in advance.
The owner of a part of an organization has the right to sell all of its share or one of its parts obtained as a result of its preliminary division into parts. Other founders of the company in this process do not play any significant roles. This means that only the owner of a part of the authorized capital has the right to make a decision on the sale of all or part of its share. The divided share can be sold to one or several buyers. In this case, standard documentation will have to be drawn up for each of them.
Taxation
Pay taxes should be after the fact of the sale of the share of the founders in the LLC. Individuals must pay, in accordance with applicable law, personal income tax, the amount of which at the moment is 13% of the transaction value. If the seller of a part of the organization is not a resident of Russia, then he will have to pay 30% of the tax.
For legal entities, the tax amount is calculated in accordance with which taxation regime it uses (UTII, simplified system, general regime).
Thus, the LLC participant has the right to sell his share at any time convenient for him, and you can sell not only the whole share, but also part of it. It is important to remember that the priority right of acquisition belongs to other co-owners of the company, but in case of their refusal, sale is possible to third parties. In addition, do not forget that this procedure will require certain costs for legal support.
We examined how to sell a share in the authorized capital of an LLC.
