Withdrawal of a legal entity from the founders of LLC - what does this mean? After the creation of a legal entity, any founder may need to alienate his share in the LLC or simply exit from the company. The exit procedure is regulated by the Civil Code and Law No. 14-FZ.
As a general rule, any founder can leave the composition of the owners of the enterprise at any time if the charter of the organization has no restrictions on such actions. At the level of legislation, it is not allowed to leave the composition of owners if it is presented in the singular.
The basics
A legal entity can be withdrawn from the founders of an LLC in the following ways:
- by submitting an application;
- by submitting claims to the LLC regarding the acquisition of a share;
- through the sale of shares to a third party.
The actions that need to be carried out in a particular case are regulated by regulatory acts, namely the Civil Code and the Law on Limited Liability Companies.
Rights of the founder of LLC
The first step is to understand the terminology. At the stage of creating a society, the founders are the persons who created it. The owners may include both enterprises and individuals. After the registration of the enterprise, the founders acquire the status of participants.
They, in turn, have the following rights:
- decide on profit sharing;
- to get acquainted with information regarding the activities of society;
- get acquainted with financial and accounting statements;
- alienate their share to other participants, third parties, unless this is expressly prohibited by the charter;
- to leave the composition.
These persons are entitled to count on a share in the property of the enterprise upon exit. These rights of the founders of the LLC are enshrined in Law No. 14-FZ. However, they have the opportunity to expand their own powers at the time of creation of the enterprise, by fixing them in the charter documents.
Voluntary exit
The law provides that restrictions on withdrawal from the LLC may be provided for in the charter. It is in this title document that the exit procedure, conditions and features should be spelled out. Therefore, preparation should begin by reading the charter.
If there are no restrictions, then the participant must fill out an application for withdrawal from the founders of the LLC. The template for such a document is not provided for in regulatory enactments.
The document is created in compliance with the following structure, which is inherent in all applications:
- details of the recipient of the letter (top right);
- details of the LLC, which wished to leave the company;
- the main part of the document, indicating the share owned by the participant;
- a demand for payment of the value of his share;
- date of compilation, seal (if any), signature and full name.
Such a statement must be certified by a notary.
Submission of an application to the enterprise
The procedure for notifying the company that a withdrawal from ownership will be effected is not provided for by applicable laws. In practice, the applicant has the right to use any method convenient for him.
As a rule, a notice that a legal entity will be withdrawn from the founders of the LLC is submitted through the office of the company. And on the second copy of the application, a note is placed on its receipt.
The interested person is entitled to notify of his decision by sending the corresponding application by mail, be sure to fill it out by registered mail so that confirmation of receipt of the letter remains.
Sample sample:
To the head of the LLC ...
(from) the participant .......
I inform you of the withdrawal from the LLC ... in accordance with article 26 of Law No. 14-FZ. Based on the foregoing, I ask you to pay the actual value of my share in the authorized capital ... ...
Date, Signature, Seal
Appeal to the Federal Tax Service
The next step for a legal entity to withdraw from the founders of an LLC is to submit a corresponding application to the bodies of the Federal Tax Service, to make changes to the register entry. The data in the registry is subject to adjustment, even if we are talking about the participants. And in cases when the exit is carried out on the basis of an application, its share is transferred to the enterprise itself, about which it is necessary to make an entry.
The company is obliged to make appropriate changes to the registration authority within a month from the moment of receipt of the notice of withdrawal. To apply to the territorial office of the Federal Tax Service, you will need to submit the following documents:
- a statement of the established form (P14001);
- statement of withdrawal, with a notarial mark.
If the submission of documents will be carried out through an authorized representative, then it is necessary to attach a power of attorney to the package of documents.
Employees of the Federal Tax Service have 5 working days to make changes to the registry. This period is increased by 2 days if the documents were transmitted through the MFC.
How to transfer documents
How to get out of the founders of an LLC, and how to transfer documents to the registration authority to amend the Unified State Register of Legal Entities?
You can contact the Federal Tax Service in person or through an authorized person. You can transfer documents through a multifunctional center or even through a notary public. Enterprises are also given the opportunity to send information by mail by sending a notification letter. Information can be transmitted via the Internet on the service of the Federal Tax Service, through the state portal "State Service". But for such a filing an electronic digital signature is required.
After the transfer of documents, the applicant receives a receipt in his hands.
Receive response
Voluntary withdrawal of a legal entity from the founders of LLC upon application is confirmed by an extract from the register.
If the documents were transmitted electronically, the applicant receives a response by e-mail. If the documents were transmitted through a notary public, he is entitled to issue a confirmation in paper form.
Payments
The participant can receive his share in cash or by transferring part of the property to him. The founder of the LLC informs of his desire to receive the share due in the application for secession.
When a participant leaves, the company is obliged to determine the actual value of its share. This value should be equal to part of the value of the net assets of the enterprise, calculated in proportion to the size of the share. This share is determined from accounting data. The basis is the reporting period that precedes the date of withdrawal, as a rule, this is the previous calendar reporting year.
The size is determined by the following formula: nominal value of one share / size of the authorized capital X value of net assets. For example, 20,000 X 100,000 / 40,000 = 50,000 rubles. That is, the actual value of the leaving founder is 50 thousand rubles. This calculation can be done in advance.
If before the change of the founder of the LLC, he did not fully (partially) pay his share, then this amount is deductible from the amount of payments due to him.
If it turns out that the difference between the net assets and the size of the authorized capital is not enough to make a payment, then the company will have to reduce its authorized capital. It should be remembered that today the minimum authorized capital established for the LLC is 10 thousand rubles, below this figure, it cannot be established.
The total period for making payments is 3 months. This period is counted from the moment the company receives the application.
Alienation to a third party
The change of the founder of an LLC can be carried out by signing a contract of sale with a third party. Naturally, such an opportunity should be provided for by the current edition of the charter. Such a transaction must be carried out through the decision of all participants.
The minutes of the meeting of the founders of the LLC must contain the issue of the sale of an unallocated share to a third party. It stipulates a price. It should be remembered that each participant who does not leave the founders has the right to redeem a share. Such transactions are not subject to notarization.
To make changes to the entry in the register, you will definitely have to contact the Federal Tax Service. It will be necessary to prepare a package of documents the same as when the participant left the application, but add a few more documents:
- minutes of the meeting of the founders of the LLC;
- contract of sale;
- receipt from the participant who left;
- notarized statement of the participant who leaves the LLC;
- a document that confirms the payment for the alienated share in the company.
It is not prohibited to conduct mixed forms of exit from the LLC. For example, part of the share will be transferred to the company, and part will be sold to a third party or existing participant.
It should be remembered that if the share goes to the company, then it is obliged to sell it or redistribute it among the remaining participants within 1 month from the receipt of the notice.
Net profit distribution
In fact, the obligation to pay dividends to the founders of the LLC, who decided to leave the company is not provided. Such a decision can only be made at a general meeting.
Naturally, if interest on net profit has not been paid, but already accrued, then a person who wishes to leave the ranks of the founders has the right to count on their payment. By the way, interest payments should be made within 60 days from the date of the decision at the general meeting of shareholders.
Procedure specifics
How to get out of the founders of an LLC? In fact, the procedure is quite simple and should not be scary, however, some points should be taken into account.
First of all, it should be remembered that it is the responsibility of each participant to make a contribution, which is stipulated in the charter documents, until such a person decides to leave the company. If the payment of the share was not made in full at the time of application, the participant is not exempted from this obligation or this amount will be deducted from the due payments.
To withdraw from the membership, the consent of other founders is not required. It is not allowed to leave the company if the founders include only one person.
The submitted application to the company is not subject to revocation or cancellation, that is, you simply can’t change your mind. In this case, you have to negotiate with the remaining participants again.
Payment of the share of the LLC, which leaves the composition of the founders of the company, may be carried out in kind. But on this form of payment, the leaving party is required to give written consent.
After the procedure for registering changes to the register entry, it is recommended to read the terms of all contracts. As a rule, transactions with banks and credit institutions require the parties to be notified of such changes. Do not forget that the violation of the deadline for notifying the Federal Tax Service about the changes that have occurred entails the adoption of administrative measures on the company.