The transfer of the shares of the share capital may be made only in accordance with Federal law and requirements prescribed in the bylaws of the society. In the first phase to check the possibility of such a transaction. Issue a certificate of incorporation confirming that you are a member of the founders and have paid a share. The transfer is subject only already paid, the share or part of it. In that case, if the transfer of the shares to a third party is prohibited by the LLC Charter, the company should buy it and after 1 year, distribute it between all its members.
If Statute provides that the consent of the other members of the society on the transfer of shares to a third party, direct appeal, or an offer to the society and its members. If during the next 30 days not followed by a written statement of refusal to consent, it shall be deemed received. Otherwise share bought back by the company or its members, the pre-emptive right to purchase the share capital.
Assure at the notary transaction for the transfer of the shares to be counted as valid. For certification please provide the notary with the following documents:- certificate of incorporation confirming its size and the fact it supplies you issued not later than 30 days before applying to the notary;- notarized agreement or other document confirming succession or the fact that the share was purchased, if it had taken place.On the document confirming your right of ownership to alienated share, the notary has to stamp on the transfer of shares or parts of it.
The notary within three days must give the tax office at the place of company's registration statement on introducing the appropriate changes in the register, signed by the person that disposes of the share. Attached to the application a document confirming the transfer of the share capital.
Within three days after the legitimacy of the transaction were notarized, it must give the society a copy of the application to the tax office and attach the documents expressing the contents of unilateral transactions and confirming the reasons for the transfer and transition of the share capital.
Advice 2 : How to give a share in OOO
Donation of shares in OOO – a position that involves a gratuitous transfer of part of its stake in the Charter capital to another member of the LLC or a third party. The procedure for effecting such transactions is subject to the provisions of the Civil Code (article 572) and the Law On limited liability companies".
You will need
- - the consent of the other founders or members of the LLC;
- - deed of gift shares;
- - changes in the unified state register of legal entities in the form Р14001 and form 13001.
Donation of shares share capital is made in the contract of donation of a share in OOO. The Treaty is bilateral, these are the donor and the donee. In accordance with the Federal law of the Russian Federation " , OOO" (paragraph 2 of article 21), the participant of a society can give its share to one or more of its members without the consent of the other founders.
This is true only in the case if the Statute does not require the consent of the remaining shareholders on the transaction. In case if the Statute has such a requirement, this consent must be obtained within thirty days or within the period specified in the Charter , OOO. So much for the donation share to the other participant , OOO.
In the case of gift of shares of the LLC to a third party, be aware that this is only possible if the conclusion of such transaction is not prohibited by the Charter. Here you need to consider pre-emptive right of acquisition of shares in the share capital the company's shareholders. Before you commit a deed of gift to a third party (not member of society), a donor is obliged to report its intention of all participants of society.
This notice should be in writing and sent to the members of the society. Within thirty days (or a longer period specified by the statutes) members have the right to preemptive redemption of your shares. After you have obtained a written waiver of the other participants, or the deadline of buying shares, the donor may give their shares to a third party.
To give their share of the donor can only be in the part that was fully paid for. All rights and responsibilities after the gift is transferred from the donor to the donee. The gift agreement is of bilateral nature, so to perform it you need the consent of the donor and the donee. Before the transfer of the gift to the donee may at any time abandon it - in this case the contract of gift of shares the share capital shall be deemed terminated.
The contract of donation of shares share capital shall be in writing and certified by a notary. Failure to observe the notarial form of the contract of donation entails a recognition of the transaction void. Further changes of owners of the share capital recorded in the unified state register of legal entities. to this end, the Registrar records the document on amendments to the unified state register of legal entities in the form Р14001 and form 13001.
Forms to buy tax, you need to fill them in block letters.