How to arrange the withdrawal of a foreign founder from an LLC


There are
certain rules for the withdrawal of a foreign founder from an LLC. There are
two options:

1. the
withdrawal of a participant from an LLC assumes that his share passes to other
participants or to the company itself (if the very possibility of withdrawal is
provided for by the charter);

2. sale of
a share if it is not prohibited by the articles of association. When selling a
share, the preferential right of participants to purchase (if there is such a
restriction) may also be provided to third parties.

Also, the
company itself can buy out the share after the participants refuse to purchase.

In the case
of the first option, it is necessary to make sure that such an option is in the
charter. If such an opportunity is not prescribed, it is required to amend the
articles of association with the consent of all participants of the LLC or to
demand the redemption of a share by the company.

To change
the charter, it is necessary to hold a meeting of participants and make a
decision on the following issues:

transition from a standard charter to an individual one (2/3 of the votes of
the participants are required)

• approval
of the participant’s right to withdraw from the company (in this case, it is
necessary that all participants vote IN FAVOR)

The next
step is to register a new version of the charter with the Federal Tax Service.

To register
the withdrawal of a non-resident from an LLC with several participants, a
written statement on the withdrawal of a non-resident is required, which is
certified by a notary.

The notary

• submit an
application to the Federal Tax Service for amendments to the Unified State
Register of Legal Entities — within one working day;

• submit to
the LLC a certified participant’s withdrawal application and a copy of the
application to the Federal Tax Service — within two working days.

For the
second option, you should make sure that there is no prohibition on selling
shares to third parties. You also need to check whether other participants have
a pre-emptive right to purchase a share. If there is a ban, and the
participants refuse to buy a share, the next stage will be the purchase of the
share by the company itself.

If the
participant is a non-resident of an unfriendly country, then permission from
the Government Commission for Monitoring Foreign Investment will be required.
Such permission will be needed both to exit the company and to sell a share.
This is due to the increased control over foreign transactions.

of the sale of the share and the withdrawal of the participant takes place in
the tax authorities. The tax inspectorate at the location of the LLC registers
changes in the Unified State Register of Legal Entities within five working
days and sends an electronic statement to the address indicated in the
application. The share in the authorized capital is transferred to the
company’s balance sheet from the date of registration of changes in the Unified
State Register of Legal Entities

To settle
with the former participant, he is paid the actual value of the share, which is
calculated from the difference between the value of net assets and the
authorized capital.

After the
share is paid, tax consequences arise, both for the LLC and for the exited
participant. Taxes must be withheld before transferring money to a non-resident
if he is a foreign citizen or a foreign company without a representative office
in the Russian Federation. If this is not done, the organization will have to
pay taxes at its own expense.


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