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Change of founders of LLC

Changes are an integral part of business, and they occur in any business area. This also applies to the change in the composition of the participants who are a part of the company's co-ownership and who founded it. It can not be performed at the internal level, as it affects the capital of the LLC, it will be redistributed, its amount and structure will be corrected. Therefore, the change in the composition of founders must be competently carried out through all instances.

This should be done by an experienced, competent specialist. «RosCo» offers all types of services for registration of company changes. Cooperation with our company is the minimal involvement of the customer in bureaucratic procedures and full availability of information at any time. We will provide you with consultations on changing the composition of the founders at all stages of the process.

  • Withdrawal of the participant of LLC
  • Entering of the participant by depositing as the third person with increase of the authorized capital of LLC
  • Purchase and sale of the share of LLC to the third person /notarial certification is required for the transaction/
  • Purchase and sale of the share of LLC between the participants of the company “by offer” /notarial certification is not required for the transaction/

Participant withdrawal from LLC

The legislation of the Russian Federation provides for freedom for the company regarding the composition of its co-owners. It is not fixed 'once and for all', and a participant of LLC can leave it when he/she wishes.

However, the process requires the involvement of experts. It's easy to see why:

  • To fully implement the change of composition, you need to pass through numerous bureaucratic formalities. The company will spend a lot of time and break employees away from their respective duties.
  • It is necessary to correctly carry out the procedure for transferring the share to the withdrawing participant (founder). The remaining founders and management must pay the part of the property due to him/her, make sure that adjustments are reflected in the registers of the tax authority.
    Upon changing in the participants, it is also important how the remaining co-owners will dispose of the property of the 'former' co-owner - will they sell it or leave it inside the company?
  • It is necessary to receive from the participant (founder) an application addressed to the management of the company, to transfer information to the Federal Tax Service (this must be done a month before). The leaving person shall receive his share - this must be done within three months.
    The basis for calculating its size when changing the founders is its actual value, reflected in the balance sheet.

RosCo's employees will help the customer to execute all required actions. The change of founders will be quick, as far as possible, we will reflect it in the documents of the company and all instances. Experienced specialists will support you at every stage.

Following the results of processing the submitted documentation, we will check that all adjustments were reflected in the EGRUL (Unified State Register of Legal Entities).

Transfer of share to third parties through sale

  • Sale of a share to third parties is a separate process that requires mandatory notarial certification and competent execution of an offer at a notary office - upon the change of founders, the remaining co-owners have preferences.
  • Purchase and sale must be followed by a full package of documents, accurately executed contracts and registration of the process with the tax authorities.
  • If you do not do this within a three-day period, the transaction threatens to be declared as void.

Our experts will help to choose the right strategy and meet all the conditions in the process of its implementation.

The change in the composition of founders under the scheme described above is not the only way. It can also be executed on the basis of the partial contribution to the authorized capital as a third party, under an intra-company redistribution offer.

The advantages of cooperation with RosCo:

  • a full range of works - we undertake all formalities, from execution of documents to obtaining confirmations from the EGRUL;
  • professional support even in difficult cases - for example, if the sole participant leaves the company;
  • affordability of services - to perform everything by yourself, at the risk of making mistakes, will not be much cheaper.

At all kinds of changes in participants it is necessary to correct the state registers in which information about the company is reflected.

It is also necessary to submit information to the tax authorities.

The change of founders requires a statement (on participant's desire to leave the company, as well as form 14001), recorded confirmation on the consent of the remaining founders (based on the results of the meeting) and the applicant's documents.

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