Pledge of a share in the authorized capital of an LLC: description, features, consequences

A pledge of a share in the authorized capital of an LLC is necessary in order to provide the creditor with a guarantee of fulfillment of the obligations assumed. Such actions are used when an organization needs to receive a large amount to conduct its activities. A similar scheme works both in the case of several members of the company, and with the sole owner of the share. But the level of risk will be different.

The essence of the process

The pledge of a share in the authorized capital of an LLC does not contradict the current legislation. It is used to secure a specific obligation.

The essence of the pledge of a share in the authorized capital of the LLC is the same as in the case of any other property. Lenders in this situation may be:

1. LLC participants. In such a transaction, there are no restrictions related to the pledge. There is no need to coordinate such actions within the company, since it acts as the initiator of the transaction.
2. Third parties. Most often, this is a legal entity or bank, ready to provide the organization with the necessary amount. The share can also be used as a guarantee in the framework of business relations with individuals. When conducting transactions with third parties, the consent of the company's participants to such actions is necessary. In this case, a majority vote is required. It is possible that such transactions will be completely prohibited by the charter. It all depends on the specific organization.

In general, the majority of creditors assess the pledge of a share in the authorized capital of the LLC as a sufficient reason for concluding an agreement. Therefore, this method of raising funds from outside is more than relevant.

When the party is alone

The choice of this method means that the entire business will act as a guarantee. In case of failure to fulfill its obligations, the company will not be able to continue its activities, as a result, the only participant will give all the rights to the existing business. But, despite the extremely high risks, such a pledge agreement on a share in the authorized capital of LLC is possible.

It’s worth using a similar strategy only if the company really needs to get investments and external financing. For lenders, such insurance will look serious, and the necessary funds are likely to provide.

It is important to understand the consequences of a pledge of a share in the authorized capital of an LLC. It is about getting creditors an advantage in managing and controlling the activities of the company. This happens in the case of a pledge of a single share or 51% (and above) of the total authorized capital. In this case, LLC participants may lose their corporate rights in the future.

The only way to avoid such consequences is to write the relevant clauses in the contract. But it’s worthwhile to understand that if the lender’s risks significantly increase, then the transaction may simply not take place.

How to make out

In the event that a security is provided as a guarantee for third parties, you will need:

1. Check for the absence of a ban. This means that you need to make sure that there is no contradiction between the contents of the charter and the transaction.
2. Holding a meeting of LLC participants. It should consider the issue of providing a share in a pledge. After the corresponding decision is made. If circumstances so require, then an extraordinary meeting may be organized.
3. The contract is signed.

When the transaction is concluded by the sole participant of the company, a sole decision is made regarding the pledge of a share in the authorized capital of the LLC. The risks in this case will be higher.

Entry in the register

Regardless of who the pledge of the share in the authorized capital of the LLC to the bank or other legal entities / individuals is provided to, it must be registered by the state.

Information that the share was encumbered with pledge is recorded in the register. If necessary, these data can be deleted from the register, but such actions will require either a court decision or a statement by a member of the company.

You can use two methods of obtaining funds on bail:

1. The share is already property. This means that the company confirms the fulfillment of its obligations through the property that it owns at the time of the transaction.
2. Establishment of collateral in the future. The essence of such a scheme of action is that the property, acting as a guarantee of fulfillment of obligations, does not yet belong to the organization. But it will become the property of society in the near future.

Additional Actions

In order for the pledge process to take place, you will need to go through certain stages of preparation. These are the following actions:

1. Rate the security deposit. This includes working with shares and parts. Cost can be set by participants in the transaction. In this case, they must come to a consensus. You can also invite an independent appraiser.
2. Prepare and subsequently agree on the content of the contract with the parties to the transaction. It is at this stage that minimization or elimination of unnecessary risks of both parties occurs. If the contract is worked out competently, then in the future it is unlikely that there will be any negative consequences of the transaction or various disagreements.
3. Signing a contract. Such a document is considered valid only after it is notarized.
4. Preparation of the application. The notary is engaged in this after the procedure for certifying the contract is completed. A statement that the USRLE should be amended accordingly is prepared and submitted in electronic form. You need to send it to the branch of the IFTS, in which is registered LLC. All these actions must be completed within two days.

Some contracts are made taking into account the subsequent pledge of a share in the authorized capital of LLC. The point is that the property of the organization will be used as a guarantee in the future.

Under such a scheme of actions, the notary must draw up and send the relevant documents 3 days after the conditions for the emergence of the pledge appear or the specified date comes.

Subsequently, a copy of the application is sent to the company at its official address.

Required documents

In order for the notary to be able to perform his part of the work as part of the process of registering a pledge of a share in the authorized capital of LLC, he needs to receive some papers from the company participants.

The following documents are meant:

1. Decision on the appointment of key persons. We are talking about the head, board of directors, chief accountant, etc.
2. Charter of the company. You will also need to make all changes marked IFTS, which are valid.
3. An extract indicating all the participants in the LLC. Providing this information, it is necessary to register the full name of each owner of the share and the size of the latter.
4. Memorandum of association. It must have a tax inspection mark. But such a requirement is relevant only if the company was registered before 2009 (1.07) and several participants created it. An organization that appears after the indicated date may submit a copy of the contract certified by a notary.
5. Certificate confirming that the company may participate in the transaction. This document should contain information that the organization / enterprise does not take part in ensuring the security and defense of the Russian Federation, and also does not have strategic importance. The Director General signs such a certificate.
6. BIN.
7. INN
8. Certificate confirming that the changes made in the constituent documents (if any) were registered.

Sale transaction

If the company acquires any property, then with a lack of funds, it can use the share as a guarantee of its solvency.

In other words, in the process of sale, the property of the company becomes a pledge when the transaction is a loan, that is, installment plan is used. A pledge in this situation is needed in order to:

1. No one was able to dispose of the property of the company until the moment when all obligations were fulfilled by each of the parties.
2. The pledge holder could retain his rights until the conditions of the transaction are fulfilled.

Total

Using shares as collateral is a common and working method of obtaining third-party financing. Such a scheme of actions is available to societies of various levels both with several participants and with a single shareholder. In order for the transaction to take place, it is necessary to prepare a number of documents and conclude an appropriate agreement, which is certified by a notary.