Any of the founders has the right to leave the LLC, and this is done by submitting an appropriate application to the CEO of the company. After this, several mandatory stages of this procedure begin, and during this time, the person who decided to leave the company should be paid his share of the financial resources, and all relevant documents on the withdrawal from the founders of the LLC should be drawn up. After submitting the application, it will be impossible to refuse to leave the LLC, therefore, the founder, who decided on such a step, should carefully consider his actions.
Withdrawal from the membership of a limited liability company
The procedure for withdrawing from the founders of an LLC has several mandatory steps for preparing all the necessary documentation, calculating shares, where, in addition, the features of the process, which can be voluntary or mandatory, must be taken into account.
The legislation provides for the possibility of leaving one of its founders from the LLC, but only if it is regulated by the Charter of the company, and also subject to the consent of all its other members. The most important aspect here is the fact that these conditions are observed only in the event of the voluntary withdrawal of the founder from the LLC. If all the conditions are met, he receives his share of the financial resources, after which all his relations with the company become terminated.
The withdrawal of a participant from the founders upon application, in contrast to the method with notarization of the sale of shares, is quick and cost-effective. A participant in the company writes a statement of withdrawal, after which his share is transferred to the company, then a notarization of the statement follows, and 5 working days are given for registration in tax. Consider the procedure for the withdrawal of founders from the LLC.
The main advantages of this method are as follows:
- Minimum financial costs for registration, notarization and registration of changes.
- Lack of state duty for registration changes.
- Quick clearance (7 business days).
- The applicant is the general director (frees the founder from the need to spend time on a notary and tax).
Factors preventing the founder from leaving the company
Nevertheless, there are two circumstances according to which a participant has no right to leave the company:
- if the founder is the sole shareholder of the authorized capital of the enterprise;
- if all founders leave the LLC at the same time.
In the presence of such factors, society cannot continue to exist and must be liquidated.
Step-by-step instructions for the withdrawal from the founders of LLC
Having made the appropriate decision, the company’s participant is obliged to transfer to the authorized person an application for his expulsion from the company. All other documents related to the exit procedure are prepared by the managing administration.
Practically, one of the founders can leave the company in two ways by paying his founder a financial share, as well as without any compensation to his personal account. If, after submitting such an application, the founder needs to pay a certain part of the charter capital of the LLC, then this should be done taking into account the withholding of personal income tax from all this amount. Apart from the cases when one of the founders left the LLC, the same procedure for calculating personal income tax can be applied in two more cases: if the property is transferred to the founder in connection with the liquidation of the company and if the nominal value of its share is reduced for any reason.
Options for exit from LLC
Leaving one of the founders from LLC implies three possible situations:
- His share may be transferred to the company, which will have to pay the founder material compensation in the amount of the real value of this share.If the charter provides for the possibility of withdrawing from the founders of the LLC without the consent of the other participants, then one of them can do this at any time convenient for himself. In this case, the LLC is obliged to pay him the size of its share.
- In the process of selling its share to another shareholder or to a third party, but only if this does not contradict the charter of the LLC. The owner who has decided to leave the company has the right to dispose of his share in full, but has the right in part. Such a transaction should be executed as a sales contract with subsequent registration with the tax authority of all changes that have occurred.
- In accordance with the court decision following the results of the process, which was initiated by other members of the company who are the owners of 10% of the company's share. In accordance with the experience of litigation, it is known that in order to withdraw from the founders of an LLC without the initiative of a person, you need his refusal to deposit his share during the year or violation by the subject of his obligations, as well as an obstacle to the company.
If the charter of the company does not provide for the founders, then before changing the composition of the shareholders, it is necessary to make adjustments to the content of the specified document, but only on condition that each of the founders of the company agrees. It is correct to do this even at the stage of creating such a document, however, a similar opportunity exists during the existence and functioning of society.
Before the withdrawal of the participant from the founders of the LLC, he, in turn, must fulfill all his obligations to the company, namely the obligation to contribute his share to the authorized capital of the company. However, in cases of agreement on this matter with other participants, it is possible to reduce such payments by the amount of debt.
Step-by-step instructions for withdrawing from the founders of LLC, we have reviewed above.
Application for withdrawal from the LLC
If one of the participants in the company decided to sell his share of his organization, he is obliged to submit a corresponding application to the executive body of the company. Such a statement is made in simple writing, where it is extremely important to indicate the purpose of your appeal with this statement. Such a document should indicate:
- passport details of the company participant who planned to leave it;
- addresses of his registration and actual residence;
- size of his share in the company;
- date of application writing;
- personal signature.
At the time of receipt of such a statement, the executive body of the company must put a note that the document has been received, the date of its receipt and signature. From this moment, a company participant made a withdrawal from the founders of the LLC, and the organization itself is obliged to pay this person the cost of its share within three months. However, this procedure must necessarily be noted in the register of the tax authority.
If the charter of the company does not reflect the possibility of one of the participants leaving it, a general meeting of owners should be organized, at which this issue will be discussed. Following the meeting, a special protocol is drawn up, which will describe all the decisions of the owners. There are several options for what the owner can decide about the "fate" of the share of the participant leaving the company:
- leave in the company for a period of 1 year;
- split between all participants in proportion to their shares;
- sell to either third parties or one of the participants.
A sample protocol on the withdrawal from the founders of the LLC can be seen below.
Activities related to tax inspection
The application for the withdrawal of the founder from the LLC is a direct basis for the fact that it was possible to apply to the IFTS for the registration of this fact itself. The executive body of the company to submit to the tax office must prepare the following documents:
- a statement corresponding to form p14001 stating that it is necessary to make a change in the register entry. Here you need to fill out the first sheet of the form, the third sheet, which describes the parameters of the unit of the participant who left the company, as well as sheets B, D and D (E), after which - sheet R.
- company charter;
- extract from the register, the prescription of which should not exceed one month;
- BIN;
- minutes of the meeting on the withdrawal from the founders of the LLC, at which this executive body of the company was approved.
This application must be notarized, after which it is sent to the tax authority.
Determination of the real value of the share of the participant LLC
On the last day of the month that preceded the one in which the corresponding application for leaving the company was drawn up and filed, after summing up the balance, the executive body of this company should begin to calculate the real value of the share of the participant. The real value of the net assets of the company is estimated in accordance with the order of the Ministry of Finance of the Russian Federation, which should be guided by OJSC in these situations. It states that this value should be paid by deducting from the real value of the net assets of the company the value of its entire authorized capital. If this amount turns out to be less, it will be necessary to reduce its authorized capital by the size of this shortage.
Disputes in determining share value
If controversial situations arise, it is necessary to organize a general meeting of interest holders in order to approve the reporting, according to which such a calculation was carried out. In addition, at the meeting it is necessary to resolve the issue of the timing of the payment of this share and how the funds will be distributed among all the remaining founders. Based on the results of the meeting, a protocol is drawn up for withdrawal from the founders of the LLC, with which the entity that has left the company will have to familiarize itself. If the former partner does not have the opportunity to do this, then a valuable letter should be sent to him, in which all the information he needs will be indicated.
Sole participant of LLC
If the participant of the company who wants to leave it is the only one, then it must be liquidated, since the legislation does not provide for such a procedure for reorganizing the LLC. In such a situation, the liquidation of the company can be initiated, or it can be transferred to another person.
In the event of the death of a sole member of the company, she, according to the law, must become the property of his heirs.
Isolation of the fraction in kind
The law provides for the allocation of a share of a participant in kind, but only in certain cases:
- if it is prescribed in the Charter of the company;
- if the rest of the company offers this option.
A company participant who has decided to leave it does not have the right to demand that former partners allocate part of it in kind, since such actions are contrary to law.
When a court intervenes
In addition to the foregoing, the law provides for cases of withdrawal from the founders of LLC in court. This happens as follows: other members of this company, whose units make up a total of 10% of the authorized capital of the company, can judicially withdraw from it that participant who does not fulfill his obligations with respect to the company, grossly violates the rules reflected in the charter, or complicates (makes impossible) the activities of society.