Often, the organizational form of a legal entity LLC is chosen by several entrepreneurs planning to work together in a certain area of activity. Under such conditions, each cofounder has its own share in the company. If a participant needs to leave the LLC, one should know how this process is carried out, to whom the share is transferred, how this procedure is correctly executed.
Legislative regulation
In Art. 94 Civil Code stipulates the right of each member of the LLC to leave this company. In addition, you should study the information from the Federal Law “On LLC” that describes the process of organization and liquidation of the company. The same document provides the rules of the LLC and the possibility of the founder's exit from the company.
Numerous regulations of the Federal Tax Service also have a lot of information. For example, you can find in them the rules for the formation of the application form, on the basis of which changes are made to the USRLE on the number of participants in the company.
When procedure is required
A participant’s exit from an LLC may be required in three situations:
- A citizen is dying.
- A person voluntarily decides that he needs to leave his post for various reasons.
- Forced dismissal.
Each option has its own characteristics.
Death party
If a citizen dies, then the legal heirs are entitled to receive his share. The process should be carried out within six months. If during this time no heirs claiming their rights are discovered, then the shares are distributed among the other participants in the LLC.
Most often, applicants for a share are listed in the will, but if there is no such document, then the legal heirs are taken into account. First of all, they include the closest relatives, to which parents, children and spouses are ranked. The person who received the share is a new member of society, therefore, is endowed with the same rights that the deceased person had.
Voluntary exit
For various reasons, citizens may need to stop working in society. A participant’s voluntary exit from the LLC takes into account some points:
- For this, a special statement is compiled.
- The document is notarized.
- A share is sold either to the rest of the founders or to third parties, but in the latter case such an opportunity should be provided for in the Charter.
- The citizen himself must deal with the search for a buyer.
- The cost of a share depends on the financial situation in the company.
- All additional issues arising during the exit of a citizen from the company are resolved at a meeting of the founders.
- The director of the LLC must transmit the necessary information to the Federal Tax Service, so that the register is amended.
The exit from the company of an LLC participant is accompanied by a citizen receiving a payment equal to the price of his share. For the calculation, the accounting data for the last year are used. Funds are transferred within 90 days after the procedure is completed.
Forced exception
Withdrawal from the LLC participants may be forced. Under such conditions, the process is formalized only through the court. Only other founders of the company who have a share exceeding 10% may file a claim.
The founders are most often forcibly excluded for reasons:
- Not satisfied with the activities of a citizen in a company, which usually leads to negative consequences. The person who is being cleaned evades solving the problems of the enterprise.
- The terms of the law are violated, therefore, the official duties of a citizen are not properly performed.
- The seizure by the citizen of the property of the enterprise.
- Conducting illegal transactions or meetings by him.
- The conclusion of contracts that lead to negative consequences for the entire organization.
The court must ensure that the plaintiff does indeed have good reason to exclude the participant from the LLC. If there is evidence, this process is carried out. A citizen leaving the company must pay legal fees.
Exit procedure
Most often, voluntary withdrawal from the LLC participants is carried out. This process should be provided for by the charter of the enterprise. It spells out the procedure for implementing this procedure and the rules for amending constituent documents.
If there is no necessary information in the Charter, then they are preliminarily entered, but all co-owners of the LLC must agree on this. You should understand how the participant’s exit from the LLC is realized. A step-by-step instruction of this process is to perform the following actions:
- Initially, all members of the company are notified that a particular participant plans to leave the company. For this, he draws up the correct statement.
- A meeting is held at which all issues are discussed, and a decision is made, and all information is recorded.
- A statement is sent to the Federal Tax Service on amendments to the composition of the company.
- Changes are made to the register.
- Settlements are made with the outgoing co-owner.
Each stage has its own nuances, so you should understand the rules of the whole process.
Drafting a statement
Each person who wishes to stop working in the company must correctly draw up an application for withdrawal from the participants from the LLC. A sample of this document is located below.
The drafting of this statement is the first step of a citizen to leave the company. A document is sent to the executive body of the enterprise, submitted by the Director General.
There is no established application form for the withdrawal of participants from the LLC. It is advisable to use the sample to take into account all the important nuances. It certainly contains data:
- Information about the citizen who plans to leave the company, namely, full name, passport details and place of residence.
- Information about the enterprise.
- The size of the share held by the applicant in the LLC.
- Date when the application was written and transmitted.
- Signature of citizen.
Based on this document, the participant withdraws from the LLC. The sample is considered simple and understandable, therefore, everyone can make a statement.
Holding a meeting
As soon as the head of the enterprise receives a statement, he must find out whether it is envisaged to leave the LLC Charter. If there is no necessary information, then first you need to enter such information, register it, and then start the procedure.
Based on the application, a meeting of the founders of the enterprise is held. At this meeting, various issues are addressed:
- A decision is made on the withdrawal of the participant from the LLC.
- It is decided where the share will be directed, since it can be distributed among other participants, sold to one of the founders, transferred to third parties or retained by the company until the end of the year.
- The optimal cost of a share is established.
- It is decided at what time the funds will be paid to the participant who has left the company.
All decisions made must be recorded in the protocol on the withdrawal of the participant from the LLC. It should be preserved, as it will be required when preparing documents at the Federal Tax Service.
How is the value of a share determined?
To calculate the amount that will be allocated to the founder who left the company, you must multiply the existing share by the net assets of the company.
When calculating the payment of the share to the LLC participant, the value of assets, which is indicated in the balance sheet for the previous year, is taken into account upon exit. Funds must be transferred within 90 days after the official registration of the co-owner's exit. It is allowed to use not the means, but the property for payment, if the participant of the LLC is leaving. In any case, the payment must correspond to the size of the citizen's share in the company.
It is not allowed to provide this amount if there is a loss over the past year as a result of the work of the company.
Transfer of documents to the Federal Tax Service
The next stage of the process assumes that the necessary documents are transferred to the department of the Federal Tax Service, in which the company is registered. Based on these securities, amendments are made to the Unified State Register of Legal Entities.
For this, a statement is prepared in the form of P14001. A correctly completed document is sent to the Federal Tax Service within a month after the CEO receives a statement from the participant. The following papers are attached to it:
- Articles of association.
- Extract from the register.
- Copy of OGRN.
- Minutes of the meeting.
All documents are pre-certified by a notary. After studying and fixing these securities, the Federal Tax Service issues the company a new extract from the register, which will contain information about all the participants in the company.
What to do with a share
Often, a participant needs to leave the LLC. The step-by-step instruction of this process is considered quite simple, but the management of the company decides where the share of the left founder is directed to. There are several ways to do this.
Share method | The nuances of the process |
Distribution of shares among other founders | This option is considered the most common. Distribution is carried out in proportion to the shares of all participants. It will not work out by this method to equalize the capital of the founders. |
Sale of shares to participants | The buyer may be one citizen or several founders. In this case, a contract of sale is drawn up. Since under such conditions, the shares of citizens change, an appropriate decision must be taken at the meeting of participants. |
Sale to a third party | If this method is used, then first you need to make sure that the Charter does not prohibit this procedure. To complete the transaction, a standard contract is used. Requires a decision made at a meeting of participants. It is not necessary to notarize such an agreement, but registration is required, after which the agreement enters into force. |
The decision must be made within one year, otherwise the transferred share is repaid, and the authorized capital is reduced.
How can a single founder leave the company?
Often an LLC is opened by one person, and in such a situation, it is not allowed to leave the company. Therefore, under such conditions, only the liquidation of the company can be carried out . The decision to start this procedure is made by the founder.
The process, on the basis of which the share of the sole founder is alienated to a third party, is allowed only after the new co-owner is included in the participants. Next, changes are made to the USRLE, and only then can a share be transferred to him. Therefore, initially, the new leader must contribute his capital to become a participant in the enterprise.
How is accounting process registered?
The procedure should be properly executed by the enterprise itself. When a participant leaves the company, the actions are carried out by the accounting department:
- The nominal price of a citizen’s share is calculated.
- The actual value is determined, for which the value of the net assets of the enterprise and the share of the departed participant are taken into account.
- The amount may be provided in cash or valuables.
- Payment is reflected by different postings: D81 K75 - nominal price of a share, D84 K75 - difference between the nominal and actual price, D75 K50 - the amount paid to the former participant, D75 K68 - the amount of taxes on income received, D75 K81 - the amount transferred to another founder with a simultaneous the formation of subaccount.
The real share price is calculated on the basis of BU. Often, former participants file lawsuits because they want the amount they issue to be close to market value. In such a situation, the firms themselves should avoid litigation, so the meeting may decide that the payment is due as a result of the assessment of the share.
Nuances and pitfalls
The participant’s exit from the LLC is a rather specific process, which leads to significant changes in the work of the enterprise. Therefore, you should understand the main features and nuances of its implementation. These include the following:
- Until the moment when the person submits the application for withdrawal, he / she remains obligated to make contributions to the LLC, and if this is not done within the established time, the submission of the application will not be grounds for exemption from this procedure.
- No consent of all founders to withdraw is required.
- The application cannot be withdrawn or canceled.
- Payment is possible only with the consent of the participant who left the company.
- The amount received is considered the income of an individual, therefore, it must be indicated in the 3-NDFL declaration so that tax is calculated from it.
- The company shall, on the basis of its contracts with counterparties and banks, notify them of the changes made to the USRLE.
Although the participant’s exit from the company is considered difficult, if you carefully study this procedure and correctly perform sequential actions, then there will be no problems. In this case, it is important to notify the Federal Tax Service about the changes that have occurred. The share can be transferred both to other founders and to third parties. When implementing the process, it is necessary to take into account the requirements of the Federal Law “On LLC”. Accounting company must correctly execute this procedure. The process itself depends on whether the participant leaves the company voluntarily or forcibly.