A limited liability company (LLC) is a popular form of business organization in Russia. During the company’s activity, there are many planned and unplanned situations, some of which lead to the withdrawal of one of the participants from the company. In this case, the other shareholders should know the terms of the procedure for registering the withdrawal from the owners of the share in the authorized capital.
Reasons for the withdrawal of the shareholder from the LLC
It is important to note that any shareholder of the company has the right to leave its membership at any time. We are talking about voluntary withdrawal from the number of shareholders. As a rule, the reasons for this situation include the personal motives of the shareholder.
The second option is the exclusion of a person from the founders by force, usually by a court decision. The reasons may be as follows:
- Violation of the obligations prescribed in the charter by a member of the company.
- Actions that caused harm to LLC.
- Inaction, as a result of which harm was done to the activity of company.
- Forgery of documents by a company participant.
- Conducting a transaction with a large turnover without the permission of other participants.
- Spreading false information about other members of the company or the company.
- Collusion with competitors.
- Special avoidance of participation in general meetings. Because of this, a quorum may not be reached, and important decisions may not be made.
- Sale of property at a deliberately discounted price.
- Other reasons.
Voluntary withdrawal from membership in LLC
If a participant voluntarily withdraws from the LLC, he is obliged to notify the other founders. In this case, the terms are not regulated, but it is recommended to carry out all actions within 10 working days.
Note that it is necessary to issue withdrawal through a notary. This means that the founder applies directly to the notary with the intention to leave the company. When applying, a person fills out an application in a free form, where he indicates the following information:
- Full personal data – full name (for individuals) and the name of the LLC (for legal entities).
- The registration address of an individual or the legal address of a company-shareholder.
- The size and nominal value of the share in the authorized capital that the shareholder wants to give up.
- The clause of the company’s charter that regulates the exit.
- Request to pay the share price in the manner specified in the charter. If the charter does not contain clarifications in this regard, then based on Article 23 of the Federal Law “On Limited Liability Companies”.
In addition to the application, the notary may request some other documents to fill out form P13014. The notary fills it out independently and sends it to the inspection of FTS. Then he reaches out to LLC, from which the shareholder leaves.
As we noted earlier, the notary must issue a waiver of the share within 10 days from date of receipt of application.
This procedure simplifies the procedure for leaving company. Also, contacting a notary minimizes cases of manipulation by other shareholders, as they learn about the situation afterwards.
The shareholder who left the LLC must receive money for the share earned within 3 months after making changes to the Unified State Register of Legal Entities. The amount is calculated due to the difference between the value of the company’s net assets and the amount of the authorized capital.
Forced withdrawal of a shareholder from LLC
It is important to know that in case of forced withdrawal of a shareholder from LLC, the deadlines become more stringent. This is especially true of the situation of the death or bankruptcy of the co-owner of the company. In this case, the notification of withdrawal should be registered with the tax authorities within 1 month from the date of the relevant resolution.
Forced withdrawal can occur based on the decision of all participants of the LLC. The procedure is regulated by Federal Law No. 14-FZ of 08.02.1998. According to its provisions, a group of participants owning at least 10% of the share in the authorized capital may require the exclusion of a shareholder from the LLC.
If the claim for the exclusion of the shareholder is satisfied by the court, then it is necessary to submit form P13014 to the tax authorities to register changes within a month.
After making changes to the Unified State Register of Legal Entities, the LLC must transfer to the participant a sum of money equivalent to the value of its share in the same way as in case of voluntary withdrawal.
Responsibility for violation of deadlines
Violation of deadlines does not entail the imposition of a fine by the state authorities, however, it may be associated with other problems. For example, if the company operates at a loss, that untimely refusal of the share entails the spread of debts to corresponding person, if it is proved that at the time of their formation the person was the owner of the share in the authorized capital. The same applies to the calculation and payment of taxes.
When registering the withdrawal of a shareholder from an LLC, it should be considered that this may affect the company’s activities. For example, if the withdrawal of a shareholder leads to changes in the distribution of shares in authorized capital, it may be necessary to amend the statutory documents of LLC. In addition, the withdrawal of a shareholder may affect the financial condition of the company.
If you have any questions or problems related to the registration of the withdrawal of a shareholder from LLC, you need to get competent advice from professionals. VALEN specialists will help you with this. Our lawyers will examine the situation in detail and draw up a plan to withdraw a shareholder.
To formalize the waiver of a share in the authorized capital, following documents are required:
· Charter of the company
· Shareholder’s passport
· Extract from the Unified State Register of Legal Entities
· Other documentation (upon request)
· Spousal consent, if the participant is legally married