Exit through alienation, what is this about?
“Exit through alienation” is what lawyers specializing in business registration call the category of changes, implying the withdrawal of a participant from the LLC with the transfer of his share to the company.
It's simple! If you decided to leave society, then it is enough to write an application and transfer your share to the company. And from this moment you are no longer a member of the company, and the company is obliged to pay the actual value of your share within three months, unless a different period and procedure are prescribed in the charter, paragraph 6.1 of article 23 of Federal Law No. 14 of February 8, 1998 “On companies with limited liability"(Federal Law "On LLC").
Really, this method withdrawal of a participant from the LLC is considered the most common, but, nevertheless, there are nuances that must be taken into account when carrying out this procedure in order not only to correctly prepare documents and register, but also to save on taxes.
You can use our service to solve this problem.
Prepare documents for the withdrawal of a participant from the LLC
First of all, we note that this method of leaving the company is, in principle, possible without the consent of other participants in the Company, but only if such a possibility is provided for by the Charter (clause 1 of Article 26 of the Federal Law “On LLC”). Otherwise, exit through alienation is possible only with its approval by the remaining participants of the legal entity. Thus, even before joining an LLC, it would be a good idea to study its charter to see if it provides for the possibility of leaving the company without unnecessary delays.
In addition, the participant cannot carry out exit from LLC, in any way, if after that there is not a single participant left in the society.
How can a participant leave an LLC? Step-by-step instructions for exiting
The procedure for leaving the membership of a legal entity only seems simple, in fact it has many features, and includes the need to perform certain actions both by the participant leaving the LLC and by the limited liability company itself.
First step: Drawing up and submitting an application to withdraw from the LLC
The first thing anyone leaving a business should do is draw up application for leaving the society. Then this application must be sent to the sole executive body, that is, the director or other body performing this function.
From the moment the document is accepted, the share of the withdrawing participant is automatically transferred to the company; there is no need to prepare additional papers. And therein lies a serious problem.
We must not forget that for third parties, and therefore for the state, changes become effective from the moment of state registration, paragraph 6 of Article 24 of the Federal Law “On LLC”. And if the application to leave is not allowed to proceed, then there will be no registration, which means that for everyone around him, the person leaving will remain a participant in the LLC with all the ensuing consequences. Often, in order to get the truth, you have to go to court.
Therefore, draw up the application in two versions and keep one of them with the date, signature of the sole executive body (director) and seal until changes are made to the Unified State Register of Legal Entities.
Second step: convening a general meeting
In order to consolidate the position of all participants in relation to the situation with leaving the society, in practice, a protocol is drawn up general meeting participants or the decision by the only remaining participant to withdraw the co-owner and transfer his share to the company.
It is worth noting that when calculating the voting results at the general meeting, in accordance with paragraph 1, article 24 of the Federal Law "On LLC", the share transferred to the company is not taken into account, therefore all subsequent decisions are made only by the remaining participants of the company
Third step: notifying the tax office about the withdrawal of the participant
From the moment a company receives an application, it is subject to a number of responsibilities. One of them is the obligation to notify the registration authority within a month of the fact of transfer of the share to the company.
Fourth step: payment of the actual value of the share
No later than three months, it is necessary to pay the participant who left the LLC the actual value of its part.
Important!
The actual value of the share is necessarily subject to personal income tax.
Therefore, for a situation where the tax payment is significant, other options need to be considered leaving society.
Fifth step: deciding on the distribution or sale of shares
No later than one year, make an appropriate decision on the fate of the co-owner’s share, which transferred to the LLC. To do this, it is recommended to use one of the options provided for in paragraph 2 of Article 24 of the Federal Law “On LLC”.
Prepare documents for the withdrawal of a participant from the LLC
What to do with the company's share?
First option, which is used most often, is the distribution of the share among the remaining participants.
In this case, you need to remember that in accordance with paragraph 2 of Article 24 of the Federal Law “On LLC”, distribution is possible only in proportion to the shares of participants in the capital of the company. That is, if you would like to equalize the size of the capital of the remaining participants, then this cannot be done in this way!
In order to adjust the shares of participants, use second way- sale of a share to one or more co-owners of the company. In this case, it is necessary to draw up a purchase and sale agreement.
The decision to sell a share to participants with a change in proportions must be made unanimously by the general meeting of participants.
Third option- sell a share to a third party, if a prohibition on this is not included in the charter of the LLC. This transaction is also formalized by a civil agreement. The decision to enter into such a transaction is also approved by the general meeting of participants unanimously. Such a contract does not require notarization by a notary. Changes come into force after state registration.
Important!
It is necessary to register the fact of distribution of the company's share no later than one month from the date of the decision.
In practice, it is possible to formalize the exit of a participant with the transfer of the share to the company and the distribution of this share in one step, the main thing is to have time to prepare all the documents and submit them for registration within one month from the date the company receives the application for withdrawal. Our service “Fill out form p14001 online” easily copes with this task.
It is important to remember that the date of transfer of the share to the company is considered the date of receipt (registration) of the participant’s application for withdrawal, paragraph 7 of Article 23 of the Federal Law “On LLC”.
The company must make a choice within a year, otherwise the transferred share must be repaid, and the authorized capital must be reduced by the amount of the nominal value of the repaid part.
What documents should I fill out?
For a situation where the participant leaves the LLC with the transfer of one’s share to the company, the application form P14001, the participant’s application for withdrawal, the protocol/decision of the participants are filled out.
Distribution of the share among the remaining participants does not require additional documents. If this procedure passes at a separate stage, then the same set will be required with the exception of the participant’s application for exit.
When selling a share (part of a share) to participants or a third party, an application form P14001 is filled out, minutes of the general meeting of participants by unanimous decision (decision the only participant). Plus, a share sale agreement is drawn up with each participant.
State duty on form P14001 is not paid. The applicant in all cases is the head of the organization. The applicant's signature will need to be certified by a notary.
Prepare documents for the withdrawal of a participant from the LLC
We will be grateful for your comments on this material. If you have not found the answer to your question or you have comments or suggestions, write to us. Your opinion is very important to us!
Approximate sample application for withdrawal of a participant from a limited liability company
In a number of cases, it becomes necessary for a Company Member to leave the Company: this includes entering the civil service, and the impossibility of combining the status of a Company Member with other responsibilities, and other issues.
Federal Law No. 14-FZ of February 8, 1998 “On Limited Liability Companies” provides for the withdrawal of a Participant from the Company regardless of the consent of other participants. But a number of restrictions are imposed on such a Participant’s exit:
A participant can leave the Company only by alienating his share to the Company
This form of exit must be provided for in the Charter of the Company
The withdrawal of the sole Member of the Company is not allowed
In addition, if a Participant who left the Company has not made his contribution (partially or fully) to the Company’s property, he remains a debtor of the Company.
To leave the Company by leaving a share to the Company, the Participant must submit an Application for Withdrawal to the Executive Body.
When a Participant leaves the Company by leaving a share to the Company, the Company must pay the leaving Participant the actual value of his share in the property of the LLC, determined according to the data accounting as of the last reporting date.
It is advisable to draw up the application in two copies, one of which, remaining with the former Participant, should bear a mark from the Head of the Company regarding receipt of this application.
The application is considered at the general meeting of participants of the limited liability company, about which the corresponding Minutes of the general meeting of participants of the limited liability company on the withdrawal of the participant from the company are drawn up.
Gene. Director of LLC "______________"
___________________________________ (surname, acting name)
from Participant LLC "_______________"
________________________________ (surname, acting name)
STATEMENT
I, __________________________ (surname, acting name). citizen's passport Russian Federation series _____ No._____________, issued __________________________________________________________ subdivision code______________, registered at _______________________ _________________________________ (share in the Authorized Capital of the Company ___%) I am leaving the Limited Liability Company “____________________” by alienating my share to the Company from __ _________ 201__.
Withdrawal of a participant from the LLC. Current as of March 2015.
Experienced lawyers, long time deals with making changes to the Unified State Register of Legal Entities (exit of a participant from an LLC), we will professionally remove a participant from an LLC in Perm on a turnkey basis for 5,000 rubles + notary services for about 2,000 rubles.
Cost of services.
Procedure.
When certifying the applicant’s signature on form p14001, the notary requires the following documents:
In order to make changes to the Unified State Register of Legal Entities for the withdrawal of a participant from the LLC, the following is drawn up and submitted to the tax office:
Sample documents.
Attention! The application must be filled out only in this program; it almost eliminates the possibility of error.
Instructions for independently filling out an application on the new form p14001 (2015) for the withdrawal of a participant from the LLC, the share goes to the company.
Page 01 of application p14001.
Page 02 of application p14001.
Page 03 of application p14001.
Page 04 of application p14001.
Page 05 of application p14001.
Page 06 of application p14001.
Page 07 of application p14001.
Instructions for filling out an application on the new form p14001 (2014) for the withdrawal of a participant from the LLC, the share is distributed and transferred to the only participant.
Page 01 of application p14001.
Page 02 of application p14001.
Page 03 of application p14001.
Page 04 of application p14001.
Page 05 of application p14001.
Page 06 of application p14001.
Application of a limited liability company participant to leave the company
STATEMENT OF A LIMITED LIABILITY COMPANY participant on leaving the company
I declare my decision to withdraw from the membership of the Limited Liability Company "_____________________".
My share in authorized capital company is paid in full (or: in the amount of _____ percent (fraction) in the amount of _____ rubles).
In accordance with clause 6.1 of Art. 23 Federal Law"On limited liability companies" I ask you to pay me the actual value of my share in money <*>.
<*> In the sense of the explanations of subparagraph “d” of paragraph 16 of the Resolution of the Plenum of the Supreme Court of the Russian Federation No. 90, the Plenum of the Supreme Arbitration Court of the Russian Federation No. 14 of December 9, 1999 “On some issues of application of the Federal Law “On Limited Liability Companies”, other options are permissible only with the consent of the issuing participant.
Withdrawal of a participant from the LLC
A member of the Company has the right to leave the Company by alienating a share to the company, regardless of the consent of its other participants or the company, if this is provided for by the charter of the Company.
1. Checking the possibility of a participant leaving the LLC:
- The possibility of leaving the Company must be provided for by the charter.
- The withdrawal of a single participant from the company, as well as the withdrawal of members of the Company from the Company, as a result of which not a single participant remains in the Company, is not allowed.
2. Application for withdrawal of a participant from the LLC
A participant who wishes to leave the Society submits an application. The application is drawn up in free form. The Company is obliged to pay the participant who submitted such an application the actual value of his share in the authorized capital, determined on the basis of the Company’s financial statements for the last reporting period preceding the day of filing the application, or, with the consent of this participant, to give him in kind property of the same value or in the case incomplete payment of his share in the authorized capital of the Company; the actual value of the paid part of the share. Such payment is made within three months from the date the corresponding obligation arises, unless a different period or procedure for payment of the actual value of a share or part of a share is provided for by the charter of the Company.
The actual value of the share of a Company participant corresponds to a part of the value of the Company’s net assets, proportional to the size of his share.
The actual value of a share or part of a share in the authorized capital of the Company is paid out of the difference between the value of the Company's net assets and the size of its authorized capital. If such a difference is not enough, the Company is obliged to reduce its authorized capital by the missing amount.
If a decrease in the authorized capital of the Company may lead to its size becoming less than the minimum amount of authorized capital on the date of state registration of the Company, the actual value of the share is paid from the difference between the value of the company’s net assets and the specified minimum size authorized capital. In this case, the actual value of a share or part of a share in the authorized capital of the Company may be paid no earlier than three months from the date the basis for such payment arises.
The company does not have the right to pay the actual value of the share or issue in kind property of the same value, if at the time of these payments or issue of property in kind it meets the criteria of insolvency (bankruptcy) in accordance with the federal law on insolvency (bankruptcy) or as a result of these payments or issue property in kind, the indicated signs will appear in the company. In accordance with Article 3 of the Federal Law on Insolvency (Bankruptcy) No. 127-FZ, a sign of bankruptcy of the Company is its inability to satisfy the claims of creditors for monetary obligations and (or) to fulfill the obligation to pay mandatory payments, if the corresponding obligations and (or) obligations have not been fulfilled by it in within three months from the date on which they should have been executed.
If, in accordance with the requirements of the Federal Law on Limited Liability Companies, the company does not have the right to pay the actual value of the share or to issue in kind property of the same value, the company, on the basis of a written application submitted no later than three months from the date of expiration period of payment of the actual value of the share, a person who has left the Company has the right to reinstate him as a participant in the Company and transfer to him the corresponding share in the authorized capital of the Company.
The share passes to the Company from the date the company receives the application of a company participant to withdraw from the company.
2. Actions of the Company with the share of a participant who has announced his withdrawal from the LLC
Within one year from the date of transfer of the share in the authorized capital to the Company, it must, by decision of the general meeting of the company's participants, be distributed among all participants of the Company in proportion to their shares in the authorized capital of the company or offered for acquisition to all or some participants of the Company and (or) if this not prohibited by the Company's charter, to third parties.
Distribution of a share between the participants of the Company is permitted only if it has been paid for before the transfer of the share to the Company.
The sale of shares of participants who have left the Company is carried out at a price not lower than the price that was paid by the Company in connection with the transfer of a share or part of a share to it, unless a different price is determined by a decision of the general meeting of participants of the Company.
The sale of a share to the participants of the Company, as a result of which the size of the shares of its participants changes, as well as the sale of a share to third parties and the determination of a different price for the sold share are carried out by decision of the general meeting of the Company's participants, adopted by all participants unanimously.
The share in the authorized capital of the Company that was not distributed or sold on time must be redeemed, and the size of the authorized capital of the Company must be reduced by the nominal value of this share.
3. State registration in the Unified State Register of Legal Entities
Within a month from the date the Company receives the participant’s application for withdrawal, the General Director of the LLC is obliged to submit the following documents to the tax office:
1. Share. transferred to the Company, within a month it is distributed among the participants of the Society by decision of the General Meeting of Participants. It is required to draw up and sign the appropriate protocol.
Documents for registration of such changes are submitted within a month from the date of the decision to distribute the share among all participants of the company.
The following is provided to the tax office:
Minutes of the general meeting on the distribution of shares between the Company's participants.
2. Share. transferred to the Company is sold to participants and (or) third parties within a month. It is drawn up by the minutes of the General Meeting of Participants and the purchase and sale agreement for a share in the authorized capital of the Company.
Documents for registration of such changes are submitted within a month from the date of the decision to sell the share.
The following is submitted to the tax office:
Minutes of the general meeting on the sale of shares
Share purchase and sale agreement
Documents confirming payment of the share by the purchaser of the share.
3. The share transferred to the Company is not temporarily distributed or sold.
Additional documents are not provided; it is sufficient to record in the Unified State Register of Legal Entities the transfer of the share from the participant to the LLC (see above).
A participant in an LLC, if he is not the only one, has the right to leave the company at any time. Obtaining the consent of other participants of the company, or the company itself, is not required for this, but only if this is reflected in the charter.
We would like to remind you that, according to the previous legislation, a participant could leave the LLC regardless of whether it was assigned this right in the charter. After the participant leaves, the company receives his share, and he is paid its actual value.
Resignation from the founders of an LLC is carried out by submitting an appropriate application. By its nature, it is a one-sided transaction: for rights and obligations to arise, it is enough for the participant to send an application, and for the company to receive it.
A necessary condition for an application is that it must have written form. The application can be sent by mail, letter or telegram. The law does not provide for a mandatory form for such an application.
The main thing is that the participant’s will to leave must be clearly formulated, that is, the statement must clearly indicate the participant’s intention to leave the society, and not about any other intentions. Thus, an application for the dismissal of an LLC participant or containing a demand for payment of the cost of the share, as well as other requirements, is not suitable for this purpose.
An example of filling out an application for leaving an LLC in 2018
The document must indicate:
- last name, first name, patronymic and passport details of the participant, his address;
- name of the company;
- the size of the applicant's share;
- par value of the share;
- intention to leave society;
- date of compilation;
- signature with transcript.
Sample application for withdrawal of a participant from the LLC:
To the Director (General Director) of Tekhno LLC
OGRN ______________
from a member of Tekhno LLC
______________________
STATEMENT
In accordance with Art. 26 of the Federal Law "On Limited Liability Companies", I, ____________________________________, declare my decision to withdraw from the membership of the Limited Liability Company "Techno".
My share in the authorized capital of the company has been paid in full.
I ask you to pay in the manner prescribed in clause 6.1. Art. 23 Federal Law "On Limited Liability Companies" within 3 (three) months actual value owned share in the authorized capital of the Company, amounting to 40.00% of the authorized capital, with a nominal value of 4,000 (Four thousand) rubles or issue in kind property of the same value.
"__" January 2018
You can download this form from the following link.
Just as the correct application form is important, the application process itself is important. If it is handed over to an authorized person, the date of receipt is noted on the document and a signature is made with a transcript. When sending by mail, the address contained in the constituent documents must be indicated.
The filing date of the application is considered to be the day it is received by the proper recipient in accordance with constituent documents or the employee who is entrusted with this function. If the application is sent by mail, the countdown begins from the date the letter was received by the expedition or by the employee performing these duties. The application should be submitted by registered mail with notification, preferably with a list of the contents.
Judicial practice also recognizes other forms of application by a participant to withdraw from an LLC - the minutes of the general meeting of participants, which records the intention to withdraw or withdraw a specific participant from this company. The protocol must be signed by all participants of the legal entity. However, to avoid legal disputes, it is still preferable to submit a separate application in writing.
A limited liability company may face a situation where its member expresses a desire to leave the business. The withdrawal of a participant from the LLC means the renunciation of the part belonging to him and the subsequent receipt of compensation equal to its real value. a participant can be transferred to the company at the request of the owner of the share, upon exclusion of the participant from the LLC or after his death. We will analyze all these situations, and also describe in detail the procedure for the withdrawal of a participant from the LLC.
Resignation of a participant from the LLC at personal request
Since 2016, new rules have been in effect requiring notarization of the application. The order in which two or more participants exit is similar.
The period allotted to the company for amending the registration documents is 1 month. Then the LLC must submit to the tax authority at the place of registration an application in form P-14001, which was certified in advance by a notary, an application from a participant wishing to leave the LLC, and the minutes of the meeting on the participant’s withdrawal.
Filling out form P-14001 can be done according to the sample.
Payment of the share of the former founder is made no later than 3 months from the date of receipt of his resignation letter. It is carried out in cash, but, with the consent of the participant, the property of the LLC corresponding to its part can be transferred to him.
The procedure for the withdrawal of a participant without payment of a share is possible only if the net assets of the LLC are negative. It is worth noting that former member after receiving compensation, her LLC can.
The calculation of the amount of compensation should be done based on the value of the net assets (NA) of the LLC, calculated in the accounting report for last period, which preceded the day of receipt of the letter of resignation from the LLC, and the share of the participant.
Compensation and taxation
Upon leaving the LLC, the former participant is obliged to pay personal income tax on the amount of compensation he received. LLC, in turn, cannot reduce taxes by classifying this payment as expenses, since the payment is made from the difference between VNA and. Therefore, accountants should draw up entries for the withdrawal of a participant from the LLC with due care. In case of violation of this rule there may be negative taxes.
If the share of the withdrawing participant is transferred to the company, there is different ways dispose of it:
- LLC it between the remaining participants depending on their share in the management company.
- LLC share to one participant.
- An LLC sells a share to a person who is not a member of this company, unless this is prohibited in the charter.
It is necessary to formalize the distribution or and inform the tax authorities about it within 1 month after approval of the decision on this issue. Package of documents submitted to the tax office:
- Application in form P-14001, certified by a notary.
- Protocol on the distribution or sale of shares.
- Share purchase and sale agreement.
- Documents confirming the fact of payment.
If the LLC participants during this period made a decision regarding further actions with the share of a retired participant, then you can contact the tax service once, indicating in the application both facts: the departure of one of the LLC participants and actions with his share.
If the LLC has not distributed the share of the departing member within 12 months, it must be repaid in the amount of this share. To notify tax authorities about this fact Form P-13001 should be used. You can download the sample. It should be accompanied by the decision of the meeting of the members of the LLC, LLC, as well as a document confirming that the state duty has been paid.
The process of expelling an LLC participant
Excluding one of the participants from an LLC is a difficult and sometimes impossible task, since there must be serious reasons for this, confirmed by irrefutable facts. They are described in Art. 10 of the LLC Law and Art. 67 Civil Code of the Russian Federation.
There must be serious reasons for the exclusion of an LLC participant.
To remove an LLC member from the membership, he must be guilty of one of the following violations:
- Faking a meeting of LLC members, as a result of which it was approved new director, who sold the property to LLC.
- Providing information to the partners of the LLC that does not correspond to reality about the liquidation of the company, which provoked the departure of the partners to the company's competitors.
- Sale of LLC property at a reduced price.
- Systematic avoidance of participation in meetings of LLC founders.
Submit statement of claim Only a participant whose share exceeds 1/10 of the charter capital can request to remove a dishonest founder from the LLC. If the court rules in favor of the plaintiff, the court order must be attached to Form P-14001. It is still necessary to pay compensation to the excluded participant, but then the existing LLC participants have the right to file a lawsuit demanding compensation for the damage caused.
Inheritance of a participant's share after his death
After the death of one of the company participants, his share (clause 1 of Article 1176 of the Civil Code of the Russian Federation). Having received an inheritance, the heir most often becomes a full member of the LLC. If the heir is a minor, a guardian must represent his interests in the LLC.
But there is also another option, when the entry of the heir into the ranks of the founders of the LLC must be approved by other participants in the company, or the company’s charter contains a ban on inheriting a share in the LLC. In these cases, the LLC must pay the fair value of the heir's share. The company can dispose of the share itself in the same ways as when a participant leaves the company.
If the heirs do not accept the inheritance within the prescribed period (6 months), the share of the deceased passes to the state.
Therefore, if you adhere to the above procedure for the withdrawal of a participant from the LLC, the parties should not have any difficulties in resolving exit issues, and the entire process will lie exclusively in the legal field.
A limited liability company can have up to 50 participants - both individuals and legal entities. If one of the participants no longer wants to be in business, he can sell his share. Another option is to exit the LLC, but this is only possible if the charter contains the appropriate provisions.
What is the difference between selling a share and leaving an LLC?
The main difference between the withdrawal of a participant from an LLC and the sale of a share is that the share is transferred to the company, and the former owner receives compensation equal to its actual value.
The exit of the founder from the LLC is processed easier and faster than the sale of a share, because in this case the 30-day period of pre-emptive rights of other participants to acquire it does not apply.
After the share of a retired participant passes to the company, within one year it must be disposed of in one of the following ways:
- sell to one or more participants;
- sell to a third party, unless this is prohibited in the charter;
- distributed among the LLC participants in accordance with their shares in the authorized capital.
Please note that it is not possible for the sole founder to leave the LLC. In addition, the simultaneous exit of all participants in the company is prohibited (Article 26 of the Law “On Limited Liability Companies”).
If the withdrawing participant has not made a contribution to the authorized capital, the withdrawal procedure does not relieve him of the obligation to pay this contribution.
Output or output
The withdrawal of one of the founders from the company can only be voluntary. In addition, the right to exit must be recorded in the charter. Additional consent of other owners is not required.
Even if there are irreconcilable contradictions between the participants, the withdrawal of the founder from the company against his consent is impossible (unless, of course, we're talking about about intra-raider takeover of business).
However, if one of the partners really does not fulfill his duties or deliberately interferes with the activities of the company, then, upon the claim of other participants and a court decision, he may be expelled from the LLC.
Examples of such dishonest actions by a participant include:
- Deliberate avoidance of participation in general meetings, which did not allow other owners to make important decisions.
- Forgery of minutes of general meetings and other important documents.
- Collusion with competitors.
- Appointment without the knowledge of the partners of a manager who acted in the interests of an unscrupulous participant or made decisions that made it difficult for the LLC to conduct business.
The withdrawal of a participant from the company, or rather, his exclusion, occurs in accordance with the provisions of Article 10 of the Law “On LLC”. In this case, just as with voluntary withdrawal, the participant is compensated for the cost of his share, and the share itself passes to the company. As for the actual damage caused by the expelled partner, the LLC can apply to the court to recover it.
Quit Statement
An application for withdrawal from an LLC does not have an officially established form, but it must reflect the participant’s intention to exit and receive the value of his share. In addition, the application indicates full name individual and his passport details.
If a participant who is a legal entity leaves the company, then all the registration data of this organization is recorded (TIN and OGRN codes, full company name, legal address). The application for withdrawal from the LLC is signed by the head of the legal entity participant.
Step-by-step instructions for leaving a participant
Step by step instructions a participant from an LLC involves performing the following actions:
Step 1. Prepare and submit an application for the withdrawal of a participant from the LLC. The application is submitted to the head of the limited liability company, and before submission it is certified by a notary. The participant can no longer refuse to withdraw after submitting the application.
Step 2. Calculate the actual value of the share. The calculation is made based on the value of net assets (NAA) of the company, determined on the basis accounting statements for the last period. For example, if the net assets of an LLC are 100,000 rubles, and the share of the retiring participant is 30%, then its actual value is 30,000 rubles.
Step 3. Notify the tax office about a change in the composition of participants in the limited liability company. The period for such a message is 30 calendar days from the date of receipt of the application.
To report registration changes registration form 14001 is used, the applicant is general manager. The application must also be certified by a notary. Filled out front page, one of the sheets (B, D, D, E), depending on the category of the participant, sheets Z and R.
To certify form P14001, the notary is presented with a participant’s statement, charter, registration documents of the LLC, a document confirming the powers of the director, and his passport. If the participants managed to distribute the share of the withdrawing participant, then an additional protocol of the general meeting on distribution will be required.
The following is submitted to the tax office:
- a notarized statement of the participant about withdrawal;
- notarized form P14001;
- minutes of the meeting of participants (if the share has already been distributed).
There is no state fee for making such changes to the Unified State Register of Legal Entities.
Step 4. Receive documents confirming changes. The tax authority has five working days to register the withdrawal of a participant from the LLC. After this, you need to pick up the ERGUL record sheet from the Federal Tax Service Inspectorate, and also make sure that the information from the register reflects the current composition of the founders. You can check this information using a free one from the Federal Tax Service.
Step 5. Pay the participant the actual value of the share. According to the Law “On LLC”, this amount must be transferred within three months after receiving the application for withdrawal, however, the charter may establish a different period. At the request of the participant and with the consent of other partners, the share can be paid in property.
The value of the share is not paid if the company has signs of bankruptcy or if its payment will lead to these signs.
Step 6. Withhold personal income tax from the cost of the share. When paying the actual value of the share, the organization acts as a tax agent, therefore it must withhold and transfer to the budget income tax at a rate of 13%. At the same time, unlike the sale of a share, the retiring participant cannot receive a tax deduction and pays personal income tax on the entire actual value of the share.
Step 7 Notify partners about the participant’s withdrawal from the company. Although the law does not directly oblige to inform counterparties about a change in the composition of the participant, such a condition may be specified in the contract. Banks pay special attention to this point when issuing loans, so make sure that you comply with contractual standards.
You can prepare all documents for the procedure for the withdrawal of a participant from the LLC, including an application, at personal account user 1C-Start. To do this, go to the “Create Agreement” tool and select the appropriate LLC template. Next, simply tick the required boxes, enter the details of the participant and the company and download the ready-made package of documents.
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Act of Military Surrender We, the undersigned, acting on behalf of the German Supreme
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