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

Buying the sale of LLC's share in the authorized capital is one of the most complicated transactions considered in the civilian current turnover. Both the law and the provisions of the company's charter regulate the procedure for concluding such transactions. The current legal norms allow 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 share to a third party is possible only after obtaining consent from all the participants of the LLC, who have priority rights to buy out the share of the company. 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 written notices to all participants and the limited liability company. According to the general rule, the founders of the LLC must provide a response within one month after receiving a written notification. 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.

If a refusal is received, the sale of a share in the authorized capital of an LLC must be made to 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 statutory period. In this case, it should be borne in mind that the founder can sell only that part of the share for which payment is 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 contracts for purchase and sale transactions must be certified by a notary. It should be noted that the same rules apply to preliminary contracts . Of course, with this procedure, the completion 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: notarialization of the transaction

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

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

It is worth saying 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.