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 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.
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.
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.
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.
– 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.
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.
– 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.
– 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.
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.