How to get rid of the founders. Exit of the founder from the LLC

The founder has the right to leave the LLC, guided by Federal Law No. 14 of 02/08/1998 “On Limited Liability Companies”, if in this case Russian legislation There is no prohibition on this action.

This procedure will require the company to comply with the time frame established by law, resolve a number of legal issues and submit a package of documents to the relevant structures to make changes in the composition of the founders.

Possible reasons

There are several reasons why a company participant may leave the founders:

Reluctance to take part in the development of the company's activities, while the owner of the share has the right to sell it to an outsider and other members of the company, if this is stipulated in. The participant also has the right to demand that the LLC pay the due compensation with the alienation of the share in favor of the company.
Making a decision to sell a share to other participants or alienate it in favor of the company, if the involvement of third parties in the transaction is prohibited by the statutory documents.
If the LLC participants, when making fateful decisions regarding the company, did not take into account the opinion of one of the founders, he has the right to refuse his share in favor of the company, which, in turn, is obliged to acquire it. In such cases, the participant is given 45 days to make a claim from the date of such decision.
The participant takes an unacceptable position in relation to the activities of the company, does not fulfill his obligations towards the company, as a result of which the founders make a collective decision on his forced withdrawal from the LLC, which very rarely can be accomplished without litigation.
Repayment of obligations to creditors by collecting a share, if the participant’s personal property is insufficient to pay debts, and there is a court decision that has entered into force.
The death of an individual who is a participant, or the liquidation of an enterprise that is part of the founders of the company. In the event of the death of a participant, the share passes to the heirs or, in the event of the latter’s refusal, is distributed among other participants of the company with the payment of monetary compensation to the legal successor of the deceased.

Possible reasons for withdrawal are fixed at the legislative level, but the possibility and mechanisms for their implementation in a particular company must be stipulated in the Charter.

When leaving society is impossible

In every society, the main document regulating the conduct economic activity, is the Charter. It is in it that they stipulate legal relations between the founders, their shares, as well as the procedure in the event of one of the members making a decision to leave the LLC and the need (or lack thereof) for documented consent of the remaining participants. If the Charter does not provide for exit conditions, then it is impossible to carry out this procedure without making appropriate amendments to the document.

Federal law regulating the activities of LLC, It is prohibited for the sole founder to leave the company.

Step by step procedure

The process of voluntary exit of the founder is regulated by Article 26 of Federal Law No. 14 and requires the following actions:

Drawing up a statement of intentions to leave the society by the participant. The participant must write an application addressed to executive officer LLC authorized to accept such documents. This could be the chairman of the board of directors, executive director or a secretary whose duty is to receive correspondence intended for dignitaries.
The application is handed over in person against signature or sent by mail by registered mail. On the day the application is received by the board of directors, the rights to the participant’s share are transferred to the company. The same date is the starting point of the 3-month period during which the company must pay the participant who decided to leave the LLC his share.
Drawing up minutes of the meeting of company participants, which displays the decision of one of the founders to leave the LLC, and approves the changes made.
Submitting a package of title documents to the Federal Tax Service for registration of the procedure. The legislation establishes a period of 1 month, during which the executive services of the company must notify the tax service of the founder’s resignation. To do this, you should prepare an application with the signature of the applicant certified on it and attach the passport of the participant who decided to leave the company, his initial application and the minutes of the meeting of the founders of the LLC.
The package of documents can be submitted by courier, sent by mail with notification or to electronic form, using digital signature and the State Services portal. In this case, you should put a mark on the method of receiving the answer.
Obtaining from the Federal Tax Service a certificate of relevant changes to the statutory documents and extracts from the Unified State Register of Legal Entities. After 5 days from the date of receipt of the package of documents from the company, tax service must make changes to Unified register(Unified State Register of Legal Entities) and reflect them in the relevant documents. It is necessary to carefully check the information specified in the certificate and extract, since the documents acquire legal force from the moment they are received. You can receive them by hand or by mail, depending on which method was specified when submitting the application.
Notification of banking structures and counterparties about changes in the composition of the company’s founders. Providing information to counterparties about the composition of LLC participants is carried out only in cases where this is stipulated in the agreement or contract documentation. Notifying banks in such cases is mandatory, especially if the company has loan obligations.
Payment of a share to a participant who left the company. Within 3 months after accepting the relevant application, the company is obliged to compensate the former participant for the cost of his share, the calculation of which takes into account the percentage contributed by him to the authorized capital and the state of the LLC’s assets for the current period.
Payment is made in cash or property if the former participant gives his consent to this. If the LLC cannot make payments due to legal proceedings, then by law, within a certain period of time, it is obliged to return its share to the former participant. This occurs after 3 months after the end of the legislative deadline compensation, i.e. six months after submitting an application for withdrawal.

You can once again hear a detailed description of this procedure in the following video:

Exit registration

To successfully and quickly register the exit of one of the founders, it is necessary to correctly draw up necessary documents and submit them in a timely manner government agencies, authorized to make changes to the Unified state register. An important requirement of the procedure is compliance with and adherence to deadlines approved by law.

The official structure that conducts this registration and makes appropriate changes to the Unified State Register of Legal Entities, thereby legitimizing them, is the Federal Tax Service. Documents for registering changes in the composition of the LLC are submitted to the regional tax structure to which the company is assigned. Based on the results of the procedure, the Federal Tax Service authorities issue official documents: extract from the Unified State Register of Legal Entities and a certificate of changes in the composition of the company's participants, which are legal confirmation of the changes that have occurred.

Share payment upon exit

Payment of the value of the share to the former member of the company must be made no later than 3 months from the moment of receipt of his statement of intent, but it must first be calculated. For this purpose, a formula is applied, approved by the Law “On LLC”, according to which the actual value of the share is calculated by multiplying the amount net assets company for the previous reporting period by the percentage of share in the authorized capital.

For example, if the size of the enterprise’s assets at the time the application was accepted was 1,600,000 rubles, and the participant’s share was 40%, then the actual value of the share in the LLC will be equal to 640,000 rubles (1,600,000 x 40%).

Payment of the share to the former participant is made from the amount of net assets minus the amount authorized capital.

If during the calculation process this amount turns out to be less than the actual value of the share, then the company must make the missing payments at the expense of the authorized capital, while reducing it.

The settlement with the former participant is carried out in monetary terms, but at his request this amount can be repaid with property. In some cases, the payment of a share of property may be initiated by a meeting of members of the company, but this will require the consent of the former participant.

Possible nuances

There are some differences in the paperwork in the event of a forced withdrawal of a participant from the company or the death of one of the founders:

The enforcement procedure is almost always accompanied by a lawsuit, so in order to obtain a positive decision, the meeting of participants must substantiate the legitimacy of the claims. To do this, it is necessary to collect rigorous evidence that the participant’s actions led to losses or are associated with a violation of the law.
A court decision on the forced exclusion of the founder from the company is the basis for making changes to the Unified State Register of Legal Entities and the possible refusal of the board of directors to pay the share due to him.
If one of the participants has died, then the executive service of the LLC must submit a notification about this to the Unified State Register of Legal Entities within five days. In such cases, the successors must declare the right to inherit, otherwise, after six months, the company will be able to dispose of the share legally.

At first glance, the procedure for the withdrawal of one or more participants from the company is quite simple, but in fact it requires a scrupulous and balanced approach of both parties to the process and legally competent support.

A participant in the organization may want to leave the LLC. However, he must carefully consider the decision, since once the application has been submitted, it will no longer be possible to withdraw it and return to the squad. We’ll tell you in more detail about how to exit an LLC in 2018.

Under what conditions can you leave the LLC, and under what conditions can you not?

The Civil Code of the Russian Federation and Federal Law No. 14-FZ provide an LLC participant with the right to withdraw from the founders even in the absence of consent from the other participants. To do this, you need to either submit an application to resign from the founders of the LLC (this possibility must be stated in the company’s charter), or require the company to purchase the share of the departing participant. In this case, his share becomes the property of the organization, and the former participant is paid an amount in proportion to the share in the authorized capital.

However, exit is prohibited if you are the only participant, or a one-time exit of the founders occurs, and not a single participant (founder) remains in the company. Then the organization cannot continue to exist and must be liquidated.

Step-by-step instructions: procedure for a participant to leave an LLC

We will analyze the procedure established by law for the withdrawal of a participant from the founders of an LLC. It includes several stages:

submission by a participant of an application to withdraw from the LLC;
receiving an application from the LLC;
consideration of the application at a meeting of the Meeting of Directors, following which a protocol is drawn up;
sending documents for state registration of changes;
the organization receives a certificate from the Federal Tax Service on the changes made, as well as receives an extract from the Unified State Register of Legal Entities;
pay former founder his shares.

You also need to notify counterparties about changes in the composition of the founders of the LLC. The law does not oblige this, but if this condition is specified in contracts, counterparties may demand early fulfillment of obligations. You should also inform banks about changes in the composition of participants so that they change the data in the legal entity’s questionnaire.

How to apply correctly

A member leaving the LLC must submit a written statement. The law does not define requirements for its content, but the following information should be included:

Full name a person leaving society;
passport data or OGRN (depending on the participant: individual or organization);
the name of the organization that the participant is leaving;
name of the executive body of the company;
share size;
term and method of payment of the cost of the share;
reason and justification for leaving the founders (link to the charter);
date and signature of the participant.

Certify the application by a notary (Article 26 of Federal Law No. 14-FZ) and submit it to the head of the organization, board of directors or authorized person, which is responsible for the transmission of correspondence, or send by mail or other means.

When to consider an application received

Depending on the method of submitting the application, the date of its receipt will be considered:

in the case of hand-delivered delivery - the day the application is transferred to the head of the organization, the board of directors or an authorized person who is responsible for the transmission of correspondence (he must make a note of receipt indicating the date);
when sent by mail or courier service - the day the company receives the application.

Also, the application will be considered received even if it was not delivered due to circumstances within the organization's control or the application was not read by authorized personnel. From the moment the organization receives the application, the share of the withdrawing participant becomes the property of the LLC, and the participant himself loses the status of a founder (Article 94 of the Civil Code of the Russian Federation and Article 7 of Federal Law No. 14-FZ).

State registration of changes in the composition of founders

Within a month from the moment when the share of the former founder became the property of the organization, the company must submit documents for state registration— notify officials that the composition of the founders of the LLC has changed.

If the charter contains information about the founders and their shares, amend the charter. A year is given to find owners for the vacant share. Distribute the share among the remaining participants, sell it to one of them, or sell it to third parties, if such a possibility is provided for in the charter.

To register changes in the Unified State Register of Legal Entities, provide the following documents:

statement from the participant;
Form No. P14001 (signature must be notarized).
State registration of changes in the Unified State Register of Legal Entities will take 5 working days from the date of submission of documents, after which these changes come into force.

How to properly pay a share to a former participant

The company must, within 3 months after the withdrawal of the participant, pay him the actual value of his share (Article 94 of the Civil Code of the Russian Federation and Article 23 of Federal Law No. 14-FZ). The charter may specify a shorter period. The actual value is understood as the part of the net asset value corresponding to its share in the authorized capital. Calculate this cost using the balance sheet data. Amount paid:

V in monetary terms;
in kind (issued by property with the consent of the participant).

Calculate the amount to be paid based on the difference between the value of the company’s net assets and the size of its authorized capital(Article 23 of Federal Law No. 14-FZ). The former participant's share is then determined from this difference.

When an organization should not pay a share to a withdrawing participant

The law obliges organizations to pay a share to participants who leave the company. However, there are situations when this is not necessary. When, for example, the value of the enterprise's net assets turns out to be negative. Then the organization has no grounds for paying the participant his share (Resolution of the Presidium of the Supreme Arbitration Court of November 14, 2006 No. 10022/06). Also, the company does not pay the share to the participant if it is on the verge of bankruptcy, or risks becoming bankrupt after payment (Article 23 of Federal Law No. 14-FZ).

If the size of the authorized capital exceeds the value of the organization’s net assets (or their difference is insufficient for payment), then by law it is necessary to reduce the size of the authorized capital (but not less than 10,000 rubles). After these procedures are completed, the share of the former participant is paid in the standard manner (Articles 14 and 23 of Federal Law No. 14-FZ).

To avoid difficulties with paperwork, work in the Kontur.Accounting web service. Keep records, pay salaries, submit reports online and check with regulatory authorities without leaving your computer. Our experts will help you formalize the exit of the founder from the LLC, and will conduct financial analysis— services are included in the tariff and do not require additional payment. The first 14 days of using the service are free.

Exiting an LLC is a serious process, the main difficulty of which is not only in completing all the paperwork, but also in changing the capital, calculating and issuing the share allocated to the participant. In this regard, a number of organizations do not allow withdrawal from the LLC, prescribing this point in. If exit is not prohibited, it is enough to submit an application to the General Director for consideration.

Legislative framework

A few words about the legal framework governing withdrawal from the membership:

First of all, this includes Federal Law No. 14-FZ “On LLC” dated 02/08/1998 . It clearly states the rules and procedure for leaving the LLC.
There were some changes made to it that were introduced by the new Federal Law No. 312-FZ dated December 30, 2008 . It states that the possibility of exit depends on whether this is provided for in the company’s charter or not.
In addition, withdrawal from an LLC, regardless of the consent of the participants, is regulated Art. 94 of the Civil Code of the Russian Federation and Art. 8, 26 of the Law “On LLC” .

Ways to exit an LLC

Leaving the organization can occur in the following ways:

In the form of transfer of shares on a voluntary basis.
Forced withdrawal by decision of other participants based on the minutes of the meeting. In practice, it is implemented in court.
Death of an LLC member.

In addition, exit is possible in two cases:

The Company's Charter stipulates the possibility of exit.
After a participant leaves the LLC, two or more people will remain in it.

If there is one founder, his exit from the LLC is impossible. In this case it is necessary.

Withdrawal due to death

According to the law, the share of a deceased person is inherited by his relatives. Not only the rights, but also the obligations of an LLC participant are inherited, for example, his debts. But, if the relatives do not claim their rights to his share within 6 months, then it becomes the property of the LLC.

If there is a will, the share is distributed according to it. In its absence, it is distributed equally among all heirs belonging to the first priority of the testator.

The head of the organization is obliged to submit information about the death of a participant to the authorized body to make changes to the Unified State Register of Legal Entities within 5 days.

Voluntary exit

The most common option is voluntary. It implies that the participant who initiated the exit can sell his share, assign it, or give it to both third parties and the founders of the organization. At the same time, the existing participants of the LLC have the primary right to purchase it.

Since 2009, new rules apply. Thus, the participant's share must either be sold or transferred to the ownership of the LLC. To exit, you need to find a buyer who can buy out the share. In this case, the value of the share is indicated by the board of founders of the LLC.

Alternatively, you can transfer your share to the society. In this case, the management of the organization within a year is obliged to either redistribute the share of the LLC or sell it. Otherwise, the LLC will need to resize.

Exception: forced exit

LLC participants may request the expulsion of a participant on a forced basis. But if this action is prohibited by the charter, they cannot initiate the expulsion of the founder. In addition, they must have at least 10% of the total share in the organization. For example, if I. A. Ivanov’s share in the management company is 4%, A. N. Anikina’s is 6%, then together they can start the process of expelling A. K. Petrov from the company, whose share is 20%.

For exclusion, a compelling reason must be given, for example, the presence of actions that disrupt the work of the enterprise, or behavior that harms the image of the enterprise.

In this case, a meeting of the founders is held to resolve this issue. It is imperative to draw up minutes of the meeting and attach evidence of the accusations made to it.

The protocol, along with the application, is submitted to the court, where the case is considered and a decision on exclusion is made. Often, in such cases, the court ends up on the side of the defendant and exclusion from the LLC does not work.

Consequences of participant withdrawal

What are the consequences of leaving an LLC for its participant? First of all, from the moment the application is submitted for consideration, the person loses his status in the LLC. The member is also required to receive a payment equivalent to his share of the LLC.

Exit papers package

The list of papers for leaving an LLC depends on whether the participant is a legal entity or an individual.

To leave the team individual required:

Passport.

Legal entities submit the following documents:

OGRN.
Checkpoint number.

Mandatory general documents are:

Data on the size of the share in the management company.
A statement in which a person expresses a desire to leave the LLC.

Collection of documents and exit procedure

Exiting an LLC consists of the following steps:

Writing and submitting an application . The text of the paper is drawn up in any form and provided personally to the general director of the LLC. The application is considered within three days, after which an extraordinary meeting of the founders is held, at which a decision is made.
Preparation of documentation . In the future, it will be submitted for registration to the tax office:

– new and old edition of the charter;

– a certificate confirming the registration of the company;

– photocopies of the passports of all LLC participants;

– copies of TIN of participants (if available);

– extract from the Unified State Register of Legal Entities;

– certificate confirming registration with tax office;

– a statement certified by a notary. To compile it, the unified form P14001 is used.

All listed papers are provided by the general director to the tax office no later than 30 days after the decision is made.

Signing of papers and their notarization . Within 5 days, the Federal Tax Service inspectorate issues extracts from the Unified State Register of Legal Entities and a document confirming changes in the composition of the LLC.
Solving the payment issue member who left the LLC.

Application for withdrawal from LLC

Main document, which starts the whole process is a statement. In general, it does not have a single unified form, but there are still some mandatory details:

Information about the company participant. At a minimum, first and last name, in some cases you can also provide passport information.
Information about the LLC from which the exit is taking place, the name of the organization and the OGRN code.
Data of the person in whose name the document is drawn up.
Size of share in the authorized capital.
A clause in the charter that specifies the right to withdraw from the LLC.
Date of application.
Personal signature.

First example statement:

Second example statement:

After filing an application, a person does not have the right to reverse the process - change his decision and refuse to leave the LLC.

Minutes of the meeting

The second important step is to hold a meeting of the founders, at which a decision is made on this issue.

The document is drawn up according to a standard template and contains:

List of persons present.
Agendas.
Resolutions and voting results on issues raised.
Signatures of society participants.

Protocol example:

Share calculation

The law strictly regulates the timing and procedure for the payment of funds due to the former founder. The amount of payment is regulated by clause 6.1 of Art. 23 of the Law “On LLC”. To determine the amount of payment, information is taken from the latest report prepared by the accounting department. Typically, the value of a share is equal to the product of net assets and the size of the share.

In the absence cash with the consent of the participant, they can be replaced with property whose value is equivalent to the amount of the payment.

It is also necessary to remember that in case of receiving the value of the share, you will have to pay the following taxes:

VAT is charged if compensation is issued in the form of property.
Tax on profit received as a result of payment.
Personal income tax – paid if an individual leaves the organization.

In some cases, the founders can cheat by saying that the contributed property has lost its value due to depreciation, thereby reducing the payment amount. This action is illegal.

Payment of funds occurs within 3 months after the decision to withdraw from the LLC is made.

Exit without payment

In some cases, it is possible to exit without paying a share. This includes the following situations:

Refusal on at will.
The LLC has declared or is on the verge of bankruptcy.
After payment, the organization may go bankrupt.

In the last two cases, the founder who wrote the application has the right to restore his rights and return the share.

Features of the exit of founders

Depending on who leaves the LLC, certain nuances are possible, which can be found in the table:

Video: How to file an exit from an LLC?

You can learn about all the nuances of exclusion from an LLC and the requirements for completing the necessary papers from this video:

An LLC participant can leave the company only if this desire does not contradict the adopted charter. In case of withdrawal, he is obliged to pay the value of the share in the management company or to hand over property equivalent to the calculated value. After writing the application, the person is automatically excluded from the founders of the LLC.

Sometimes a situation may arise in a company when it is necessary to remove the founder from the LLC for various reasons.

Usually the presence of several owners in an LLC or Company with Limited Liability allows you to more effectively manage the organization and jointly resolve emerging issues.

But it may happen that one of the founders casts a shadow on everyone: he cheats, leads, hides from taxes. To ensure that the LLC does not suffer from his actions, it is necessary to remove the offender from its membership.

Self-care

In 2016, you can remove the founder from the LLC in 2 ways:

Voluntarily.
Without consent.

In the first option, anyone wishing to exit must write an application addressed to the LLC. After approval executive body Within a month, you must submit an application to the IFMS to reduce the constituent composition of the company. The IFMS makes changes to the Unified State Register of Legal Entities and notifies the LLC about this, after which the Company must pay the former member in full.

Important to know: You can only leave the LLC if the Charter provides such an opportunity; otherwise, you must first make changes to the Charter itself.

His share may be:

Remained in the LLC and divided among the remaining founders, while compensation will be paid to the departing member.
Transferred (sold) to a new participant who took the place of the outgoing one. In this case, the transaction must be formalized by a purchase and sale agreement, and changes (acceptance of a new founder, transfer of a share to him) must be made to the Federal Tax Service.

If the founder decides to sell his share of the organization, he needs to write an application addressed to the director or president with a request to buy the share from him. The document itself can be written in free form, in understandable language, without the possibility of misinterpretation. When a document is accepted for consideration, a date is put on it: starting from this day, the company is given 3 months to fully pay the money to the outgoing member.

Involuntary departure

It happens that the meeting of founders decides to remove one of its members from its membership for some reason without his consent. Usually they are:

Failure to fulfill your obligations to the LLC.
Long-term (more than a year) refusal to contribute your share.
Interfering with a company's activities by action or inaction.

Another common reason is the absence of the participant himself or his illegal activities: if the other founders are afraid that the activities of this person will somehow affect the organization itself, they can expel him without asking consent.

Take note: The meeting can initiate the withdrawal of one of the founders only if their share in the organization is more than 10%.

Most often, an involuntary withdrawal goes through the court: the founders file a statement of claim demanding that a member of the meeting be deprived of his status. If the request is granted, it is necessary to collect documents for the IFMS and attach them there. Otherwise step by step instructions doesn't change.

If a participant dies or is incapacitated (that is, can no longer perform his duties), his share passes to his heirs. They can join the founding board or sell the share and receive compensation. If the heirs refuse the inheritance, the share is divided among the remaining members of the organization, but the heirs are still paid compensation.

If the Decree of the founding meeting of an LLC contains a clause allowing a participant to leave it or transfer his share in any way, the person can dispose of it at his own discretion. If there is no such permission, before any exit - voluntary or forced - it is necessary to change the Charter itself, supplementing it.

How to formalize the withdrawal of a participant from the LLC, see the following video:

27Jun

Hello! In this article we will talk about the voluntary withdrawal and exclusion of the founder from the LLC.

Today you will learn:

When can a founder leave an LLC?
What is necessary for voluntary exit from an LLC.
How is the exit of the founder from the LLC documented?
For what reasons and how does the exclusion of a participant from the LLC occur?

When the founders leave the LLC

The exit of one or several founders from an LLC occurs in two varieties:

Voluntary (when the founder himself decides to leave and no longer participates in its activities);
Forced (this form of exit implies that other participants in the company exclude the founder due to his incorrect actions).

The Law “On LLC” states that the voluntary withdrawal of the founder will be carried out only when this action is enshrined in. The consent of other company participants is not taken into account.

The founder has no right to leave the LLC in the following cases:

If he is sole founder(then you will have to go through the procedure or sell the company to another person);
If all the founders expressed a desire to leave the LLC at the same time (as a rule, the company cannot function without a single founder).

If the founder is also a director in the LLC, then the exit procedure will take place in two stages. First you need to terminate and resign from the organization's staff. After this, the founders withdraw from the membership.

In order for the founder to leave the company, it is enough to draw up a statement containing a voluntary request to leave the LLC. Once the application is submitted to the CEO, the participant loses contact with the firm.

Voluntary exit from LLC

Any LLC participant has the right to leave the company if this does not contradict the Charter documents and the law. A participant can sell his own share or receive compensation for it.

In the first case, the person is the company, the remaining founders or other persons. In the second option, the participant is compensated with an amount equal to the real value of the share. Payment can be made not only in monetary terms, but also in the form of company property.

The procedure for leaving the company involves drawing up an application, in the upper right corner of which the name of the general director will be indicated.

The form of the document is arbitrary, but it must contain the following information:

Information from the passport (full name, registration address and actual residence);
Abbreviated and full name of the LLC;
Reason for leaving;
A link to a clause in the Charter that allows you to voluntarily withdraw from the LLC;
Compensation due to the founder.

Writing a statement starts the irreversible process of leaving the company. The participant no longer has the opportunity to return. The application must be certified by a notary, otherwise it loses legal force.

He pays the cost of the share due to the retired founder himself, filling out the 3-NDFL declaration at the end of the year in which the income was received. From a legal point of view, a share in the authorized capital is considered as a property right of an individual. (letter of the Federal Tax Service No. KE-4-3/5392 dated 04/06/2011) Therefore, the obligation to declare this income lies with individual, not on the company. The company is a tax agent only if it pays income specified in the relevant articles of the Tax Code of the Russian Federation.

In the declaration, the former founder indicates the income that he received as a result of the sale of a share in the authorized capital, and also independently charges 13% personal income tax on it. (Article 228 of the Tax Code of the Russian Federation, clause 1 subclause 2)

In this case, the tax amount can be reduced if there is documentary evidence of the expenses incurred. These may include the costs of acquiring a share, any contributions to the authorized capital, if the Charter provides for an increase in its size.

Compensation is provided within 3 months from the date of leaving the company. Here it is important to correctly record the output and correctly reflect the procedure in accounting documents.

If the founder alienated the share in favor of the LLC, rather than selling it to a specific member of the Company, then it passes to the LLC, which must carry out any of the following actions with it within a year:

Distribute among the remaining participants of the LLC according to their shares in the Charter;
Sell to other members of the company (or you can sell to one);
Sell to a person not associated with the LLC (if there is a corresponding clause in the Articles of Association).

The Federal Tax Service must be notified about the fate of the share within 30 days after its sale or distribution. If it amounts to 20% of the authorized capital or more, and is also acquired by another LLC, then it is necessary to reflect this in the media.

Required documents for exit

Completed application form P14001 ();
Application for withdrawal in any form, which must be certified by a notary;
If the distribution of shares is carried out simultaneously with the exit of the founders, then participants are required to agree on the distribution;
, received no earlier than 5 days before contacting the notary (some notary offices independently order an extract from the tax office, then you do not need to prepare it in advance);
Charter of the company;
Certificate of state registration of the company with the tax office;
Certificate of registration of the company as a taxpayer;
Confirmation of the director's authority (employment agreement);
Passport of the director of the LLC.

You will need to take the following documents with you when leaving:

Notice of resignation;
A copy of the passport of the retired founder;
Minutes of the meeting while simultaneously distributing shares among the remaining founders.

Exit registration is free and does not require payment of state duty. The applicant in this procedure is considered to be general manager OOO.

You can submit documents to the tax office in 3 ways:

By visiting the tax office in person;
Through the Federal Tax Service website (if available);
By sending by registered mail with an inventory to the tax office address.

The exit procedure will be completed 5 days after submitting documents to the Federal Tax Service (or earlier). During this period, the tax office will register the changes in the Unified State Register of Legal Entities.

To prove that information has been entered into the database generalthe director will receive from the tax office:

Certificate for introducing new information into the Charter;
Entry sheet from the Unified State Register of Legal Entities.

After the exit of the founder, do not forget about notifying counterparties. If the contract with them stipulates that you are obliged to report changes that have occurred, then it is better not to hesitate. Particular attention should be paid to banks in which the LLC has a loan, otherwise the bank may issue a requirement to repay the loan ahead of schedule.

The procedure for voluntary withdrawal from an LLC

Step-by-step instructions for exiting an LLC include the following steps:

If the founder is also a director, then he needs to terminate employment contract. At the same stage, the LLC searches for a new director, who is hired as a member of the staff;
Draw up an application for exit in any form and contact a notary to have it certified;
Then submit this application to the General Director for signature;
Next, a meeting of the founders is held, at which a protocol is drawn up on the distribution of the share of the retired participant. Here the question of how the founder’s share will be paid is resolved: in money or property;
The General Director prepares documents for the tax office;
All papers are transferred to the Federal Tax Service. At this step, you need to obtain a receipt from the tax office for receiving the documents. Be sure to check the correctness of the information provided in it;
At the tax office, the director receives confirmation of entering new data into the Unified State Register of Legal Entities;
The penultimate step is to notify business partners, banking organizations and existing creditors;
Within a period of up to 3 months from the date the founder draws up an application for exit, he is reimbursed compensation based on information for the last reporting period. If the founder exits with property, then it is necessary to draw up.

Exclusion from the list of LLC founders

In rare cases, you can observe the process of forced exclusion of the founder from the LLC. This may be due to unfair activities or inaction of a participant, which negatively affects the operation of the LLC.

The will of the founders of the company alone will not be enough to exclude a participant. Such a decision can only be made based on the results of a court hearing.

It is quite difficult to prove the incorrectness of the founder’s actions on the part of the law. You can refer to the points normative act“On LLC” or articles of the Civil Code of the Russian Federation. These rules can be applied even when they are not mentioned in the company’s Charter.

The letter of the Supreme Arbitration Court of the Russian Federation No. 151 of 2012 provides the following situations, in the event of which participants can file a claim for the exclusion of the founder:

The founder did not attend meetings and avoided them in every possible way, which served as an obstacle to the LLC making important decisions;
The founder forged the protocol with his own hands general meeting about a change in the position of director, as a result of which transactions were made in the company without notifying other participants in the company;
The founder simultaneously acted as a director and, using his powers, sold the real estate properties of the LLC at a reduced price;
The founder notified existing counterparties about the false information in order to conclude transactions with other business partners.

Only those participants whose shares in the authorized capital amount to more than 10% of the total have the right to draw up and submit a claim to the court. If judicial body satisfies the claim in favor of the applicant, then this is considered a legal reason for the forced exclusion of the founder from the LLC.

Exclusion order.

In order for one of the founders of the company (or several) to leave the company as an exception, the following actions must be taken:

Draw up a statement of claim to the court confirming the facts of the founder’s bad faith;
After the claim is satisfied, it is necessary (if the founder simultaneously held this position);
Appoint a new director;
Convene a meeting of the founders, at which the court decision will be announced. It is necessary to decide how payments to the founder will be made;
The General Director collects a package of documents for the tax office and submits them personally, through a representative, through the Federal Tax Service website or by registered mail;
Within up to 5 days, you can receive information from the tax authority about entering new information into the Unified State Register of Legal Entities;
Next, you should take care of informing business partners, creditors and banking organizations about the exclusion of the founder;
Within 3 months, the former founder is paid his share in monetary compensation (and a certificate of settlement is issued) or property by drawing up an acceptance certificate.

The LLC also has the opportunity to recover losses caused to the LLC by the activities of the expelled founder. However, it is worth considering that the evidence of the participant’s guilt in this case must be significant.