The legislation does not prohibit the creation of an LLC solely. And even the sole owner of the LLC is at the same time the director of a legal entity, there may come a time when there is a need to sell a business. At the level of legislation, no special procedure has been established for the alienation of a 100% stake, but it will be necessary to comply with all the formalities provided for this type of transaction.
Features of Alienation
The main thing to remember is that if a 100% stake in the company is sold in parts, the first buyer of the share will receive a pre-emptive right to acquire the rest. And this involves the notification of other new owners of the legal entity about the upcoming sale.
The sale of the whole part or in parts of a share does not imply amendments to the charter documents, but it will be necessary to make changes to the Unified State Register of Legal Entities.
The owner of the LLC must remember that if he has a spouse or spouse, then the alienation transaction should be carried out with the consent of such a person. This rule applies to the buyer of the share.
Procedure
Despite the apparent simplicity of the transaction, you should still follow a clear order, consisting of certain stages.
Decision making
First of all, the owner must document his decision to alienate the business. The decision of the sole shareholder of LLC on the sale of shares can be made according to the following model:
Decision number ...
participant of the LLC .... name ...
date and place of compilation
Full name or name of the legal entity, represented by .... Duty ... Full name, being the sole owner of the LLC ... name .., -
I decided:
To sell a share that is my property right, the face value is .... rubles, which is ...% of the total capital of the LLC ... name ... PSRN - to such and such a person ....
Name, signature
seal if it is
Address to the notary
The contract of sale of the share of the sole participant of the LLC must be certified by a notary. However, before the transaction, it will be necessary to notify the company itself about the upcoming transaction approximately 30 days before the planned date of sale. Legislation provides for the possibility of redemption of the asset management company itself.
If the share is not fully sold, then before selling the second part of the share, you will have to notify the first buyer of the upcoming transaction and make him an offer to purchase. The receipt of the offer in this case must be confirmed in writing.
Before going to the notary public and selling the share to the sole participant of the LLC, it is necessary to prepare a number of documents:
- Application in the prescribed form P14001.
- A document from the register of participants in the company, if any.
- Sample sales contract.
- Confirmation of receipt of the offer by other participants and the company.
- If he was, then the refusal to purchase shares by other participants, if any.
- A document confirming that the LLC refused to acquire a share.
- Certificate confirming the payment of the full amount of capital of the enterprise.
- If an individual acts as a buyer and / or seller, then the consent of the second half to buy and sell a share.
- Confirmation of payment under the contract, it can be a cash warrant or bank statement, receipt. Payment under the contract may be made at the time of signing the agreement.
In addition to these documents, you may also need those that, in principle, the notary public can request from the relevant authorities, but rarely does this. This is a certificate or statement of registration of the company and a tax document about the selected system.
Naturally, the sale of a share by the sole participant of the LLC implies the mandatory provision of passports of the parties to the transaction. If a legal entity participates in it, then its authority must be confirmed by an appropriate power of attorney.
Appeal to the tax authority
Today, when selling a share by the sole participant of an LLC at a notary public, you can safely discard this item. Now the function of notifying the fiscal authorities about the change of ownership of the company lies entirely with him.
Bank and partners
As soon as an extract from the register with the indication of the new owner is received, one can proceed to the procedure for notifying all other persons who are involved in the activities of the legal entity.
The hardest thing will be with the bank. Usually you will need to provide a voluminous package of documents, draw up a written notice.
With business partners, it’s much simpler, all the more so since the requirement to notify of a change of founders is very rare in business contracts. Nevertheless, you should still re-read the contracts so as not to be in an awkward situation before the counterparty. Most often, you will have to notify the parties to the contract if the director and founder are in one person.
Alienation of a 100% interest without agreement
Sale of a business can be carried out without a contract. However, such a procedure may take a long time, but it all depends on the agreements reached between the parties.
First, a new owner is introduced into the company. This person is required to pay its part. Accordingly, the authorized capital is subject to increase. A written confirmation must be received of the payment made.
As soon as the second participant is included in the composition of the founders of the company, the first participant can already leave such an enterprise. At the same time, it is necessary to draw up a statement P14001 and submit it to the tax authority, notifying him thereby that the composition of the founders of a particular LLC has changed. The decision of the founders and the document on the full payment of capital are attached to the application.
The sale of a 100% stake in the sole participant of the LLC without concluding a contract involves the preparation of a decision, it may look like this:
Decision
The sole participant of the LLC ... name ... on the increase in the authorized capital due to the contribution of a third party and the acceptance of this person as a part of the owners
Date and place of compilation
Full details of the sole participant of the LLC ... name .., in accordance with paragraph .... FZ ... name .., made a decision, -
- Accept .... .phi., The founders of the LLC ... name, with .. date ..
- UK LLC ... name to increase ... from ... .. to ...., by introducing funds by a new participant ...
- The size of the UK account ......
- To approve the charter of LLC ... name .. in the new edition from ... date ..
- Carry out the registration of the relevant changes ……….
Full name, signature of a single participant
Now the first participant can obtain consent from the second participant to withdraw from the founders. Such a notice must be made in writing and sent by mail or delivered under signature. As soon as the second participant receives a notification, the first owner loses his status. After that, the company is obliged to settle with the retired owner.
After such a peculiar sale of the share by the sole participant of the LLC within one month, it is necessary to notify the registration authority of the changes. In this situation, the same application is submitted to the tax service, compiled in the form of P14001. After 5 days, the registration authority makes the relevant changes to the Unified State Register of Legal Entities, and an updated statement is issued to the applicant.
Possible difficulties
The sale of a share of an LLC participant to a third party may become more difficult if, for any reason, the director of the LLC is absent and there is no connection with him. In this case, you will first have to fire such an employee and accept a new one.
The charter should be carefully reviewed, if it was formally approached, it is possible that there is a restriction on the transfer of the share to a third party. Therefore, you will first have to make changes to the title documents, and only after that to alienate the share.
It will not be possible to simultaneously withdraw the old and introduce a new participant, since an unallocated share appears.