Advice 1: How to sell a share in the limited liability company to another member

Sale of shares in the Charter capital of a limited liability company (hereinafter, simply "LLC") by one party to another is a common procedure, executed by such documents as the offer on the sale of shares, the acceptance on it, the minutes of the meeting of General meeting of participants, the contract of purchase and sale of the shares and the application form number Р14001. The order of practical actions described in this article fully apply to LLC, which has two members – natural persons.
Instruction
1
The participant who decided to sell his share in the Charter capital, sends a proposal (offer), addressed to the head of organization and other LLC member.

The contents of the offer:
– in the upper right corner indicate the position of the head of the organization, its name, address, location of company, as well as name of the second participant and his residential address;
further in the center indicate "offer on the sale of shares" and below that write the date, place of drawing up such a proposal;
– then specify information about the person who sells the share, and prescribe the size, of nominal and sale value of the shares;
– then add in the text of the offer information that the participant of a society has the right to use preferential right to purchase the share within thirty days from the date of receipt of the offer by the company;
– at the end of the offer it shall be signed by a person having the intention to sell the share, as well as the space for information confirming the receipt of the proposal by the head of organization and information of the second participant.
The offer to sell the shares
2
The participant who decided to acquire a stake in the share capital, shall give consent (acceptance offer), addressed to the head of the organization and the person who offered the offer.

The contents of acceptance:
– in the upper right corner indicate the position of the head of the organization, its name, location of and name of the person proposing the offer and its registration address;
– next in the middle, specify the "Acceptance offer" and below that write the date, place of composition of such consent;
– then specify information about the person who is planning to purchase the sold share, and append data about the proportion indicated his intention to purchase a share of the seller on the terms of the offer from a certain date.
– at the end of the acceptance shall it shall be signed by the person who intends to purchase a share, and has reserved a place for information confirming the receipt of the consent of the participant who sells the share, and reading this consent of the head of the organization.
Acceptance shall
3
The General meeting of shareholders with the following agenda:
– election of the Chairman of the General meeting of the company;
– election of Secretary of the General meeting of the company;
– on the use of pre-emptive right to purchase shares in the share capital of the company.
By results of voting of participants of a Protocol, in the operative part which should indicate that the sale of shares to a third party in connection with the implementation of shareholder preemptive right to purchase a share capital is prohibited, and that the person acknowledges the possibility of realization of this right.
Minutes of the General meeting
4
Make three copies of the contract of purchase and sale of the shares in the share capital of a particular LLC, the contents of which depends on the conditions specified in the offer and acceptance, and also the will of the seller and the buyer.
5
Downloadable form No. Р14001, being the Appendix № 6 to the order FNS of Russia from 25.01.2012 № MMV-7-6/25@, from the official site of "Consultant Plus" or "guarantor" and fill in the following page:

– page 001 (insertion data about the INN, OGRN and the full name of the organization and placing the figure 1 in the "Application submitted");
list "D" in two copies, one for the participant who sells the share and buy it;
– the sheet "P" (the applicant is a natural person – the member of the LLC, which acts as the seller of the shares).
This statement must be notarized, which signature and seal to confirm the identity of the seller shares.
6
Served in the on (on) the following set of documents:
– minutes of General meeting of participants in 2 copies;
– one copy of the contract of purchase and sale of shares;
– statement in form No. Р14001, certified by a notary.
Note
In some cases, if required by the company's Charter, in a tax office may request this document as a Declaration of renunciation of pre-emptive rights of purchase on behalf of the organization.

The content of this statement is the following:
– in the upper right corner, specify the name of the person who sent the offer, and its registration address;
– next in the middle, specify the "Application for waiver of pre-emptive rights of purchase", and below write the date and place of drawing up of the Declaration;
– next, you specify the information that OOO refuses to use the pre-emptive right to purchase offered to sell the shares, specifying all the data on it, allowing it to be identified: the size of the share, the nominal and the purchase price, the date of the proposal;
– the statement signed by the head of the organization.

Advice 2: How to give a share

The donation share is often a way of registration of sale of business. Donation of share in the Charter capital of the legal entity occurs under the contract of donation (article 572 of the Civil code of the Russian Federation). The contract is made in written or notarial form, if the latter is provided in the Charter.
At the notary.
You will need
  • The algorithm of the donation of shares in the company:
  • 1. the signing of the donation agreement and its notarization).
  • 2. notice on the donation (with the agreement).
  • 3. the General meeting of shareholders for amending the Charter, because there is a new owner of the share.
  • 4. notarization of the signature of the head of the company on the registration statement changes.
  • 5. payment of the registration fee.
  • 6. registration of changes in EGRUL.
Instruction
1
To give share, it is necessary to conclude the contract of donation of a share. Take for example the donation of shares in the share capital of the company. In this case, such transaction is governed by the Civil code of the Russian Federation and the Federal Law "On limited liability companies". If the LLC member does not pay his share in the Charter capital in full, it may be alienated before its full payment only in that part in which it is paid.
2
If the LLC's Charter does not provide that participant must obtain the consent of the other parties before you give someone their share, in that case, simply notice to all remaining parties on the donation. The donor in disposing of his shares, no tax consequences arise. The LLC also is not required to pay taxes, as it is in the transaction is not involved. However, the income of the recipient of the shares are taxed on incomes of physical persons (NDFL).
3
Transfer of a share shall be registered in the Unified State Register of Legal Entities (EGRUL). Registration takes place at the tax office. In order for the transfer of shares was registered, you must pay the state fee and notary service - certification of the signature of the company head at the statement on registration of amendments to the Charter. The application submitted on form No. Р13001. A state fee of 2,000 rubles. Registration in EGRUL takes five days from the moment of filing.
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