The decision to increase the authorized capital through the contribution of a new participant and the act of transferring property to the authorized capital of the LLC. Entry of a participant through an increase in the authorized capital Sample application for admission to a company participant

You will need

  • - minutes of the general meeting of shareholders;
  • - statements on unified forms 13001 and 14001;
  • - a payment document confirming that the share has been paid in full;
  • - new Charter or amendments to it, documented in a separate document.

Instructions

Convene a general meeting of founders. Record all decisions made therein in the minutes. It must reflect the results of voting on the issue of increasing the authorized capital of the LLC through the contribution of a third party. The valuation amount given to the contributed property must be unanimously approved at the meeting by all founders. Once the decision on this and on increasing the authorized capital has been made, redistribute the shares of all founders in it.

It is necessary to register all changes in the composition of the founders and statutory documents. To do this, contact the tax office at the place of registration of the LLC. Fill out applications using unified forms 13001 and 14001, attach to them the minutes of the general meeting of founders, the new Charter or amendments to it, drawn up in a separate document. In the package of documents, be sure to include confirmation that the new participant has paid the share contributed to the authorized capital in full. Within 5 working days you must be given a certificate stating that all changes have been registered and entered into the State Register.

Sources:

  • Federal Law “On Limited Liability Companies”
  • how to change founders in an LLC
  • We arrange financial assistance for the founder of the company for

Many organizations are increasingly resorting to this procedure, since it is much easier to re-register an LLC than to completely liquidate it. Re-registration lasts only 7-15 days, in contrast to the classic method of liquidating an LLC, in which you will need to provide a huge number of documents to the tax office and spend about 60,000 rubles.

You will need

  • Charter and memorandum of association of the LLC; Protocol,
  • contract and act of purchase and sale; transaction notification.

Instructions

First, former LLC participants must sign the following:
- Protocol with the decision on the share of participation (be sure to indicate to whom);
- and the act of purchase and sale of equity participation,
- notification of this transaction (in 3 copies: 1 - to the former participants of the LLC, 1 - to the future, 1 - to the registration authority of the Federal Tax Service).

Next, future LLC participants must appoint new General and Chief Accountants. After this, the new Charter and constituent agreement of the organization should be edited and approved (if the re-registration took place for more than 2 participants). Notify the registration authority about this. Legally, the old company ceases to exist and a new organization arises on its basis, possibly with a different legal address and name.

note

New LLC participants must register changes in the organization’s constituent documents with the tax service so that previous participants do not lay claim to the sold shares.

Helpful advice

It is especially important for opening companies to know how to re-register an LLC if the business “does not work out.” For a “zero” LLC, this is the easiest and cheapest way to close.

A change of leadership in an organization is not such a rare occurrence. This procedure is not much different from the usual hiring of a new employee, but it has several peculiarities. To properly change a manager, you need to fill out all the documents correctly and on time.

You will need

  • - letter of resignation of the previous manager;
  • - application for employment from a new candidate;
  • - decision of the general meeting;
  • - notification of government authorities about a change of director.

Instructions

Sooner or later, any organization faces a change in leadership. This procedure is not as complicated as it might seem at first glance. The HR department is only required to strictly follow certain steps for the timely preparation of the necessary documents. First of all, a statement from the current manager is required. At the same time, the candidate for this position writes an application for admission. Since the decision about the manager is within the competence of management or the board of directors, statements should be addressed to them.

Next, an extraordinary meeting of the Board of Directors (Management, etc.) is scheduled, at which a decision is made on the advisability of terminating the employment contract with the current manager and appointing another person to his position. At the same time, professional requirements for a candidacy for a manager may be established by the internal regulations of the organization. Based on the minutes of the general meeting, an order for the dismissal of the previous manager is issued. After this, an employment contract is concluded with the newly appointed manager. Then, according to the acceptance certificate, the official transfer of documents, files and material assets to the new manager takes place.

On his first working day, the newly elected manager issues a decree on taking office. After this, the organization must, in a timely manner, notify state authorities (servicing bank, Tax Service, Pension Insurance Fund, etc.) about the change of director. In addition, upon request, it is necessary to provide a new card with samples of his personal signature and seal.

Video on the topic

note

Applications for dismissal and hiring must be addressed to the owner of the company or the Board of Directors.

Helpful advice

It is better not to change the manager during times of high workload - for example, during the period of submission of mandatory financial statements.

Sources:

  • how to change director

Tip 4: What documents are needed to change the founder of an LLC

For any LLC, the founder can be only one owner, or a single participant. Sometimes there is a need to change it. The only participant has the right to change the founder, thereby leaving the community. Let's look at how you can change the sole founder, and what documents are needed for this.

For this you will need the following documents:

  • a written statement from the founder about the sale or transfer of a share of the LLC;
  • drawing up a new edition of constituent documents;
  • receipt of payment of state duty;
  • a document for changing the authorized capital in the form according to which the shares of the LLC are distributed among the participants;
  • application of the future founder about joining the LLC;
  • document on making a contribution to the authorized capital.

All documents must be certified by a notary and registered with the tax office.


2. Subsequently, the founder transfers all responsibilities to the new participant. If the founder held the position of CEO, this position changes too.

Documents required to change the founder:

  • application of the founder to withdraw from the LLC, certified in the presence of a notary;
  • an application for registration of changes in form P14001, which will indicate the data of the new founder, the nominal value of the capital and the size of its parts, as well as all the data of the former founder, the ratio of shares and the cost of capital;
  • statement of the new founder about leaving the old company. This paper must contain a clause on the payment of the real value of the share to the former founder and approval of the new distribution of shares.

All documents must be signed by the new founder and notarized. Once all the data has been registered and submitted to the tax authority, the document comes into force. As a rule, this happens within 5 days. It is worth remembering that for late submission of data you face a fine of 5,000 rubles.

A proven quick way, requiring a minimum of costs, to attract partners and investors to an LLC is to include a new participant in the founding composition. The authorized capital (AC) is increased due to the applicant’s contribution of additional financial resources to the LLC’s current bank account or to the cash desk.

The registration process for a new participant is carried out at the regional tax organization within 5-6 working days. The obligations and legal guarantees of the new participant are valid from the moment the changes are made and registered with the tax authority.

The demand for this method of attraction is due to:

  1. Minimal preparation of a package of documents required for registration of changes.
  2. LLC participants are not required to be present during the notarization of documents.

Formation of a package of necessary documents

  1. Statement. A participant intending to join the founding structure must send an application addressed to the general director of the LLC. The statement states:
    • the size of the fractional percentage of the amount claimed by the new participant;
    • the total amount of the new participant’s contribution to the LLC’s management company.
  2. Minutes of convening an extraordinary meeting of current members of the Company or a decision to increase the capital. All changes are recorded in the protocol or decision. The protocol indicating the increase in the capital starting from 2017 must be notarized. There is no need for notarization of the decision of one founder. In parallel with the entry of a new participant into the founders of the Company by increasing the capital, the following may be considered at the meeting:
  • changing or adding activities;
  • change of legal address;
  • reappointment of the CEO.
    1. Make changes to the charter or develop an appendix to the current charter reflecting the changes. Prepare 2 copies. The new statutory documents must indicate the increased amount of the charter capital and all approved changes. Developing a list of changes is much easier than editing the charter, but in the future the charter will be more convenient to use.
    2. Fill out the prepared application (form No. P13001). The fields corresponding to the agreed changes are filled in in the application.
    3. Documentarily confirm the fact of payment of the management share by the new founder. To do this, you can use a bank statement about the payment of the capital account or a cash receipt order (the signature of the chief accountant and cashier is required) to deposit the payment of the capital account into the cash register. After 3 banking days from the date of payment, the documents are notarized and submitted for registration to the tax authority.
    4. A receipt recording the payment of the state duty for registration of changes made to the constituent documentation. Payment can be made at a bank branch or at a tax service terminal when submitting documents. The latter is simpler and more convenient.

Notarization of documents

It is necessary to carry out notarization of documents during registration; the applicant is the general director of the LLC. The presence of all founders is not required. Before contacting a notary office, you should obtain an extract (no older than 14 days) from the Unified State Register of Legal Entities, as well as prepare the mandatory documentation for registration and a constituent package.

Transfer of documents to the tax organization

After notarization of all necessary documents, they are transferred to the tax service for registration. When accepting documents for registration, the tax authority will issue a receipt indicating the date of issue of new registration documents. Changes are registered on the basis of the following documents:

  1. Application for entry into the founders of the Society of a new participant.
  2. Protocol of extraordinary convocation or decision to increase the capital.
  3. A new edition of the charter or a list of changes as an addition to the current one.
  4. Notarized application (form No. P13001).
  5. A document recording the fact of payment of the share of the management company by the new founder.
  6. Receipt for payment of state duty.

Receiving new registration documents

After 5-6 working days from the date of submission of documents, you should contact the tax authority with a receipt and receive new documents:

  • a new version of the charter certified with the mark of the registration authority in 1 copy;
  • Unified State Register of Legal Entities sheet;
  • extract from the Unified State Register of Legal Entities;
  • accompanying documents for the registration procedure.

What you may encounter when introducing a new member to the founding composition of the Society

A fairly simple procedure for entering the constituent structure in practice sometimes raises questions:

  1. Undistributed share in society. The undistributed share of a participant who has left the Company can be sold, thereby attracting a new partner or investor. A standard purchase and sale agreement is drawn up (where the seller is the Company, represented by the general director) and accompanying documents. Registration of new documents occurs in the prescribed manner; the buyer’s personal presence is not necessary.
  2. Prohibition of third party entry. The Charter may contain a clause prohibiting the entry of a third party into the Company. If the founding council is not against accepting a new member into its ranks, then appropriate changes are made to the Company’s Charter and registered with the tax authority. After this, the new member's entry follows the standard procedure.
  3. Entity. Login is similar to the registration procedure for an individual. The only addition is that when notarized, the constituent documentation of the legal entity will be required.
  4. Absence of director. If for some reason it is not possible to directly contact the general director, entry into the founding composition for a new participant at this moment is impossible.
  5. Non-resident. A quick and optimal option for a non-resident to join the Company is to increase the capital at the expense of the applicant.

Entry of a new member into the founding structure of the LLC using a contribution from a third party to increase the capital

If there are no contrary provisions in the Charter, you can allow a new participant to join the founding structure by increasing the capital through a contribution from a third party. A prerequisite is unanimous decision making by all founders. When doing this, it is worth understanding that although there will be an increase in the capital, the share of all participants will decrease. The procedure for acceptance, registration and registration is similar to the standard procedure.

Third parties ensuring the entry of a new member into the founding structure of the LLC must make a contribution to the Management Committee no later than 180 days from the date of a positive decision at an extraordinary convocation of all participants. Changes concerning third parties have a legal basis from the date of their registration with government authorities.

Step-by-step instructions for introducing a new participant into the founders of an LLC by increasing the authorized capital by making an additional contribution by a new participant in the company, the instructions have been updated and contain all the changes for 2019.

Introducing new participants into the LLC founders by contributing additional funds by increasing the Company's authorized capital is a simple and common method. The contribution can be paid in cash to the Company's cash desk or to a bank account. The registration procedure takes 5 working days from the date of submission of documents to the registering tax authority; a new member of the company assumes rights and obligations from the date of registration of changes with the tax authority.

This method allows you to attract partners or investors to your business as quickly as possible and at minimal cost. The minimum number of documents required to register changes, as well as the possibility of company members not being present at the notary when preparing documents, makes this method the most popular. Let's consider the procedure for adding a new founder to the LLC participants.

How to introduce a founder into an LLC step by step

First step: Preparation of documents

To register changes, you will need to prepare the following documents:

  • Application for acceptance of new members. A future member of the company must write an application addressed to the general director about his acceptance as a member of the founders of the LLC. This statement must reflect the size of the share in percentages or fractions that the new participant wishes to have, as well as the amount that he will contribute to the authorized capital of the company by depositing it into the company's cash desk or into the organization's current account.
  • Minutes of an extraordinary general meeting of participants or a decision to increase the authorized capital. Simultaneously with the introduction of a new participant by increasing the capital, it is possible to change or add types of activities, change the general director and change the legal address, therefore all upcoming changes must be reflected in the agenda of the protocol or decision. Please note that in 2019, the protocol and decision when increasing the authorized capital are subject to mandatory notarization.
  • Develop a new edition of the charter (2 copies) or create a list of changes to the current charter, 2 copies will also be required. The new edition or the list of changes will reflect the new amount of the authorized capital, as well as all the changes you decided to make. It is more difficult to develop a new version of the charter than to draw up a list of changes, but in the future the charter is easier to use than a list of changes.
  • Prepare and fill out an application according to form No. P13001. In the application, fill out the required sheets according to the planned changes.
  • Prepare a document certifying payment of the share of the authorized capital of the new founder. To pay for the capital, a bank certificate confirming payment for the capital, or a cash receipt order for depositing the capital into the company’s cash desk signed by the chief accountant and cashier, is suitable. Within 3 working days after payment of the Criminal Code, it is necessary to have the documents certified by a notary and submit for registration to the tax office
  • Receipt of payment of the state fee for registration of changes. The state fee for registration of changes made to constituent documents is 800 rubles. You can pay through a Sberbank branch, or at the tax office when submitting documents at the terminal, which will be faster and more convenient.

Second step: Certification of documents by a notary

Registration requires mandatory certification of documents by a notary; the presence of all participants in the company is required; the applicant is always the current general director of the company.

The notary will need to obtain a current extract from the Unified State Register of Legal Entities, no older than 10-15 days. Prepare all the documents described above, as well as take a complete set of constituent documents (certificate of state registration, registration, current charter, protocol or decision on the appointment of the general director, etc.)

The average cost of notary services is 1,700 rubles. for certification of the form, if an authorized person will submit and receive, then a notarized power of attorney and a copy of the right to submit and receive documents will be required + 2,400 rubles. for a power of attorney, notarization of a decision with an increase in the capital will cost you 1,500 rubles, if there are two or more participants in the company, then the average cost of certifying the protocol will be 8,500 rubles.

Third step: Submitting documents to the tax office

After the notary has certified the documents, they must be submitted for registration to the tax office. In Moscow, the role of the registering tax inspectorate is performed by Inspectorate No. 46, which is located at the address: Moscow, Pokhodny Proezd, building 3, building 2. (Tushino District).

If you have not paid the state fee in advance, you will need to pay it at the terminal, then receive a coupon in the electronic queue and submit the prepared documents to register the changes. Submitting documents yourself is not a quick process; be prepared to spend at least two to five hours in line.

To register changes, you must provide the following documents:

  • Application for acceptance of new participants;
  • Minutes of the extraordinary general meeting of participants, as well as a copy of the notarial certificate, if the company has 1 participant, then the decision to increase the authorized capital certified by a notary.
  • New edition of the charter (2 copies) or a sheet of changes to the current charter (2 copies);
  • Application in form No. Р13001, certified by a notary;
  • A certificate from the bank or a cash receipt order certifying payment of the share of the authorized capital of the new founder;
  • Receipt for payment of state duty.

The introduction of a new participant into an LLC involves adjustments in the distribution of company shares and is carried out in 2 ways. Each of them will be discussed in detail in our article.

Member and founder of an LLC - what is the difference?

A company participant is a legal or natural person who has an interest in its authorized capital. Founder - an individual or legal entity who took part in its founding.

The main differences between them are that:

How to introduce a new participant to the founders of an LLC

The activities of the LLC, including changes in its structure, are regulated by the Law “On Limited Liability Companies” dated 02.08.1998 No. 14-FZ.

According to this act, the methods for introducing a new participant include:

  1. Increasing the authorized capital (hereinafter - MC).
  2. No changes to the Criminal Code.

In the first case, a new participant can be added to the LLC by depositing a certain amount into the company account (Clause 2, Article 19 of Federal Law No. 14), in the second - by inheriting a share, donating it or purchasing it (Clause 1, Article 21 of Federal Law No. 14).

Changing the composition of LLC participants with an increase in the capital (step-by-step instructions)

This method of changing the composition of participants involves the following steps:

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  1. Submission by the future founder of an application to the company to accept new participants. The document must indicate:
    • what size of share he wants to receive (percentage or fractional);
    • the amount of money that he will contribute to the management company.
  2. Conducting a general meeting of founders and drawing up minutes of the results. At this stage, the official consent of all founders to the introduction of a new participant is recorded, and all changes in the company’s activities that will occur simultaneously with its introduction are regulated (Clause 2 of Article 19 of Federal Law No. 14).
  3. Development of a new charter of the company or amendments to the current one. All changes that occur after the entry of a new participant into the LLC must be reflected in the constituent documents, including the new size of the charter capital (paragraph 4 of article 19 of Federal Law No. 14).
  4. Submission of documents to the registration authority. According to clause 2.1 of Art. 19 Federal Law No. 14, to record changes in the LLC structure, you must submit to the Federal Tax Service:
    • constituent documents;
    • minutes of the meeting with the signatures of all participants certified by a notary;
    • a receipt confirming that the potential participant has deposited funds into the company’s account;
    • application in form P13001;
    • an application from a potential participant addressed to the general director;
    • receipt for payment of state duty.

After submitting a complete package of documents, registration of new data in the Unified State Register of Legal Entities takes up to 5 working days.

Changing the composition of LLC participants without increasing the capital

According to clause 13.1 of Art. 21 Federal Law No. 14, this method of changing the composition of participants involves conducting a notarial purchase and sale transaction, donation, registration of inheritance and other grounds established by this law.

In general, the procedure is similar to changing the composition with an increase in the capital, however, there are some nuances:

  1. When a potential participant submits an application addressed to the general director about his intention to become a member of the LLC, it should set out the grounds for joining the company. In the case of an inheritance case, documentary evidence of the rights to receive a share in the company is required.
  2. Holding a general meeting with the participation of a future participant and drawing up minutes of the results imply a redistribution of shares and a notarial transaction.
  3. When submitting documents to the Federal Tax Service, the list of required documents remains the same as when increasing the capital, the only difference is the application, which must be filled out in form P14001.

The procedure for making changes to the Unified State Register of Legal Entities in this case also takes up to 5 working days.

Entry of a new participant into an LLC, possible difficulties

Despite the fact that the entry of a participant into an LLC is quite fully regulated by law, this procedure may have some difficulties. So, what obstacles to accepting a new participant may arise and how to overcome them?

  1. Prohibition in the charter. If it contains a clause stating that it is impossible to change the composition of participants by adding a new member of the LLC, it can be liquidated at a general meeting by amending the charter. After this (subject to the consent of the remaining founders), the procedure for introducing a new participant follows the standard procedure.
  2. The formation of an undistributed share with the simultaneous exit of an old participant and the entry of a new one. In such a case, a purchase and sale agreement is drawn up, under which the share is acquired by the LLC. The transaction follows a standard procedure.

How to remove a participant from an LLC

A participant can leave the company on his own initiative by writing a statement about it. But what if the participant doesn’t want to leave?

If the founders decide that one of them is hindering the development of the business, they can withdraw it from the LLC, provided that the decision is made by the participants, whose total share is at least 10% of the capital (Article 10 of Federal Law No. 14).

For this:

  1. A claim is filed in the arbitration court.
  2. If it is satisfied, information about the withdrawal of the participant from the LLC is transmitted to the registration authority. To do this, the following must be submitted to the Federal Tax Service:
    • application in form P14001;
    • copy of the court decision.
  3. The participant's share is transferred to the company. At the same time, he must receive its actual value in the form of cash or property equivalent to the price (clause 4 of article 23 of Federal Law No. 14).
  4. According to paragraph 2 of Art. 24 No. Federal Law No. 14, the share transferred to the company must be distributed within a year in equal shares among the participants or offered for acquisition to the founders or third parties (unless this is prohibited by the charter).

Thus, changes in the LLC structure are possible both due to the emergence of new members and as a result of the exit of old ones. The main condition for changing the composition of participants is the benefit that such a reorganization of the company’s activities will bring.