Agreement on the sale of a share in the authorized capital. Agreement for the sale and purchase of a share in a limited liability company

The sale of the share capital is enough challenging task, because the procedure for conducting such a transaction is determined both by law and the Charter of the enterprise. The founders have the right to determine special conditions for notification of the transaction and prohibit third parties.

In modern business, the sale of a share of the company's management company is a common situation and it can happen like this:

• another owner of the same enterprise;
• third party.

Agreement for the sale and purchase of the authorized capital within the enterprise

For transactions of this kind pre-sale preparation is obligatory. This time is required for legally competent preparation of documents, determination of the buyer and, as a rule, is 1 month. In addition, a legal review of the Bylaws would be required to ensure that the transitional provisions contained therein are consistent with the law.

If in the Articles of Association the consent of all participants to the sale is a necessary condition, then this requirement must be met.

If the implementation takes place within the enterprise, the seller notifies the other owners, about the sale - an offer. Within a month from this moment, any founder, having a pre-emptive right, can buy a share by accepting the offer. Failure to respond to the application after a month means consent to the sale.

It should be noted that for the sale of shares within the enterprise can be carried out without notarial registration, however, when concluding transactions of this nature, documents are required that must be certified, for example, an application for making changes to the state register.

Agreement for the sale and purchase of the authorized capital to a third party

If the Charter of the enterprise prohibits the sale of shares to third parties, and the rest of the owners refused to buy, the share is temporarily transferred to the enterprise. In this case, within 30 days, the enterprise must inform the state registration authorities about the changes that have occurred, and during the year the share is distributed among the owners in proportion to the size of their shares.

It is possible to sell a share of the authorized capital of an enterprise to a third party only with the consent of the owners. Necessary conditions when signing the contract are:

• presence of all stakeholders;
• full payment of the share to be sold.

Notarial registration of the contract of sale and purchase of the authorized capital

To certify the sale of a share, the following documents are presented:

• charter with the mark of the IFTS;
• memorandum of association;
• identity cards;
• TIN and OGRN of the enterprise (optional, but desirable);
• extract from the Unified State Register of Legal Entities;
• confirmation of payment for the share of the authorized capital;
• written refusals of the owners from the purchase;
• notarized application for amending the Unified State Register of Legal Entities.

If the other side is individual, necessary:

• identification;
• if there is a spouse, a notarized consent to the purchase.

The notary makes a thorough check submitted documents for the correct execution and legality of the transaction, then the contract is certified. Each party receives a copy of the certified contract.

Notification of the registration authorities about the changes that have occurred carried out by a notary within 3 days. As soon as changes are made to the Unified State Register of Legal Entities, the contract comes into force.

For any type of share sale, inside the enterprise or to a third party, the same package of documents is needed, changes to the state register are made in both cases.

If any of the above steps are missing, the transaction is considered invalid. This can lead to many different troubles, up to litigation. Therefore, when concluding such contracts, qualified legal support is necessary. The involvement of experienced lawyers will help you not to worry about the purity and safety of the transaction.

When is a notarial deed made?

A notary agreement is drawn up in the event that a member of the Company wishes to sell its entire share in the LLC and withdraw from the membership by selling its share or part of it. At the same time, in the first case, the participant's share is acquired, and he loses all his rights and obligations to the share, ceasing to be a participant from the date of the transaction. Or he alienates part of his share to someone and reduces it in size, but receives income from the sale of its other part.

A participant can sell his share under a notarial contract for the sale of an LLC share to another participant or a third party who is a third party that has nothing to do with this company. They can be the director of the Society himself.

When to draw up a simple written contract

Transactions with the alienation of a share within the Company through the execution of a sale and purchase are considered not notarial, and the contract for them is drawn up in a simple written form.

It should be noted that all of the above variations of the sale of a share in the Criminal Code are suitable for drawing up such an agreement, the main thing here is to understand the sequence of registration and the process of making a transaction, and most importantly, compliance with all the rules for registration.

1. From one LLC member to another member

   In this case, the participant notifies the Company of his intention to sell the share, the Company, in turn, notifies other participants, who notify of their desire to acquire, and someone to refuse to purchase. Those. here, for example, a transaction for the purchase and sale of a share between 1 participant and another (one of) will take place. The third participant must notify by his written waiver of unwillingness to use his first right of acquisition, and the other implements it by redeeming the entire proposed share.

2. From the LLC participant - to the Company

   The law provides for the right of a participant not only to withdraw from the list of LLC participants upon Application and receive legal compensation at the same time, but also to sell it for the desired amount. If other participants, if any, are not ready to acquire it and do not want to “lose” it, giving the opportunity to buy it to someone else (a third party), the Society itself can redeem it (if this opportunity is allowed by the Charter of the organization). In this case, you can also draw up a contract for the sale of a share in an LLC in a simple form. It must be signed by the participant - the Seller of the share and the gene. the director of the Company is the Buyer of the share.

3. From an LLC participant to a third party

   Share purchase and sale agreement authorized capital LLC in writing can make and register changes, but registration here will take place through alternative sale shares from the participant - to the new person. First, the participant exits according to the Law with the transfer of the share of the LLC, and the next action is from the Company to a new person. Those. Registration here will take place in 2 stages. In this case, the sale of a share to a new participant should be done immediately, if there is such a desire, or within a year from the date of transfer of the share of the withdrawn participant to the Company itself.

   But, it is important to understand that such a method is possible, firstly, if there are several participants and not all of them leave, and secondly, only when the participant-Seller of the share leaves the Company altogether.

4. From the Company to a member of LLC

   If the Company has a share and it needs to be sold, one of the members of the Company also draws up a simple, rather than a notarized contract of purchase and sale of an LLC. In this case, other participants, if any, in the LLC, draw up their written refusals to acquire the organization's share and, on this basis, one of them fully redeems it. The notary here only certifies the signature of the Seller of the share - the director of the Company, whose share is put up for sale.

5. From the Company to a third party

   This option of concluding a written sale and purchase agreement in an LLC arises when a share is transferred to the Company with a further desire to sell it to a new person. The applicant here is the director of the LLC - the Seller of the share, and it is he who certifies the form for the transfer of the rights of the share from the Company to a new (future) participant.

LLC is the most convenient and popular form commercial organization. However, to date legal regulation quite controversial, so the founders face many problems. Such complex processes include the sale or purchase of a share in authorized capital organizations. Some cases require notarization, others do not. In this article, we will consider the nuances of drawing up an agreement relating to these processes.

As a rule, the participants of the company prescribe in the charter the main principles containing prohibitive measures or some restrictions on the sale or purchase of a share (its part) of the authorized capital of the organization. They may differ from the provisions prescribed by law. Such specific conditions may relate to the price of the sold part, the terms for responding to the offer, the form of the contract for the alienation and other points. Let's consider a variant when those do not exist. There are only three possibilities for alienating your share or part of it - to sell it to the subjects of the company, the Company itself or other persons (third parties). Since 07/01/2009, the Federal Law of Russia (clause 11, article 21) has undergone changes regarding the process of alienation of company shares, namely, such transactions of transfer of ownership must be notarized. However, there are cases of sale of equity parts of an LLC that do not require a visit to a notary to certify transaction documents:

1. When the acquisition or sale of shares in an LLC is strictly regulated by Article 24 of the Federal Law (No. 312) during their distribution in the event of a participant leaving the company.
2. Subject to the use of the pre-emptive right to purchase by LLC members.
3. If the procedure for the transfer of part of the capital is as specified in Articles 23, 26 of the Federal Law.

From the foregoing, it can be summarized that the usual sale of LLC shares between members of the company does not fall under any of the points, therefore, it must go through the certification procedure with a notary. Otherwise, the transaction is invalid!

There is only one way to bypass this procedure. If you are a seller of an LLC share, send a letter to the company about the upcoming sale (offer) of your share to an outsider who is not a member of the company, and its participants must express their consent to buy a share from you and accept this offer (send a positive response to the seller). Only in this case, notarization of the contract is not required. Here the main difference for the sale of shares, prescribed in the Law, works - the so-called pre-emptive right to purchase (clause 4, article 21 of the Federal Law).

Download here:

In the event of a sale of a share bypassing the above process, it is mandatory for any LLC member to certify documenting at the notary. In other words, if there is a fact of acceptance and the primary right to purchase a share by the operating entities of the LLC is exercised, then the sale and purchase agreement is drawn up in the usual form, with the fulfillment of all the requirements of the Civil Code of the Russian Federation. The offer must specify the price and all the terms of the transaction that may be relevant to the seller. In the future, in the event of a sale to third parties, the price cannot change downwards. All participants are notified through the Company, and it is from the date of receipt of the offer by the latter that the countdown of 30 days (according to the law) begins for the participants to make a decision (acceptance or refusal). If the subjects of the LLC make a negative decision to purchase, then such a refusal is notarized and sent to the seller through the LLC (Article 21 of the Federal Law, clause 6). The company itself has a 10-day deadline for a response. After its expiration, the use of the priority right disappears.

In connection with the above changes in the Federal Law, which caused great difficulties, they often resort to signing a preliminary agreement for the sale of shares in an LLC. It also requires notarization, if there is none, the contract is considered null and void.

See here.

After the main conditions are met, you can proceed to the execution of the contract itself, which is drawn up in a simple form and always in writing. It identifies the parties to the transaction, describes their will, notes the price and methods of payment, as well as additional terms provided by law. The agreement indicates the absence of any restrictions and encumbrances on the part of the authorized capital of the LLC being sold - only true information! The document for the transfer of ownership can be drawn up personally, using standard forms, or you can resort to the services of notaries. A transaction signed with third parties is considered valid from the moment of its notarization. To form an agreement for the purchase / sale of a part of an LLC, prepare the following documents:

• all constituent documents (charter, TIN, ORGN, etc.);
• papers confirming the fact of the full redemption of the share by the seller;
• permission of the second spouse of the seller to conduct the transaction;
• documents of all members of the transaction;
• waiver of the primary right to purchase all LLC participants or their consent to the operation.

Depending on the situation, other documents may be attached to the contract, for example, a notice of the assignment of a part to an LLC.

in a person acting on the basis of , hereinafter referred to as " Salesman”, on the one hand, and in the person acting on the basis of , hereinafter referred to as “ Buyer”, on the other hand, hereinafter referred to as “ Parties”, have concluded this agreement, hereinafter referred to as the “Agreement”, as follows:

1. THE SUBJECT OF THE AGREEMENT

1.1. In accordance with this Agreement, on the basis of Part 5 of Article 93 of the Civil Code of the Russian Federation, the Seller undertakes to transfer to the Buyer its share in the authorized capital of the Buyer, and the Buyer undertakes to pay for it the amount of money specified in this Agreement and withdraw from the list of LLC participants.

1.2. The cost of the Seller's share in the authorized capital of the Buyer (in the authorized capital of LLC "") is determined by the parties in the amount of rubles.

1.3. The transfer of the share is formalized by amending the constituent documents of the Buyer on the basis of the Seller's application for withdrawal from the membership of OOO "" and the decision taken in accordance with the said application by the General Meeting of Participants.

2. PAYMENT PROCEDURE

2.1. The money for the share in the authorized capital transferred to the Buyer is transferred to the Seller's bank account within a period of up to "" a year.

2.2. The funds are issued (transferred) to the Seller minus all taxes and other obligatory payments due.

3. RESPONSIBILITIES OF THE PARTIES

3.1. The party that has not fulfilled or improperly fulfilled its obligations under this agreement is obliged to compensate the other party for the losses caused by such non-performance. Under the losses, the parties understand the costs that the bona fide party will make or will have to make in connection with the failure to fulfill obligations by the other party, the loss or damage to property, as well as lost income (lost profits). Losses, including lost profits, shall be compensated in excess of the penalties provided for in this Agreement.

3.2. For the untimely transfer of money by the Buyer to the Seller's settlement account (late withdrawal of cash), the Buyer is obliged to pay a penalty in the amount of % of the amount of money not transferred on time for each day of delay.

3.3. The Buyer's obligation to pay for the acquired share will be considered fulfilled on time if one of the following conditions is met:

3.4.1. If before the expiration last day term (the first working day after the expiration of the term, if the payment term falls on a weekend or holiday) the Buyer gave an order to the bank to transfer the relevant amounts of money to the bank account specified in this Agreement or to another bank account specified by the Seller in accordance with the written order of the Seller;

3.4.2. If before the expiration of the last day of the term (the first working day after the expiration of the term, if the payment term falls on a weekend or holiday), the Buyer receives the cash due to him under this agreement cash from the Buyer's cash desk;

3.4.3. If before the expiration of the last day of the term (the first business day after the expiration of the term, if the payment deadline falls on a weekend or holiday), the Buyer will complete all the necessary cash documents for cash settlement, however, for reasons beyond the control of the Buyer, the Seller will not receive these funds . In this case, the funds due to the Seller must be credited by the Buyer to the depositor.

3.5. If the Seller refuses to transfer the share to the Buyer after signing this Agreement, or if the Seller refuses to withdraw from the LLC "" participants (including the Seller's refusal to submit an application for withdrawal from the LLC participants), the Seller pays the Buyer a fine in the amount of % of the cost the share specified in clause 1.2 of this Agreement. Payment of the fine does not release the Seller from fulfilling its obligations under the Contract in kind.

3.6. If the Seller evades receiving the funds due to him under the Agreement, the Buyer has the right to deposit the funds due to the Seller on a notary's deposit in accordance with Art. 327 of the Civil Code of the Russian Federation.

4. PRIVACY

4.1. The terms of this agreement and additional agreements are confidential and not subject to disclosure.

5. DISPUTES RESOLUTION

5.1. All disputes and disagreements that may arise between the parties on issues that have not been resolved in the text of this agreement will be resolved through negotiations on the basis of current legislation.

5.2. In case of non-settling in the negotiation process contentious issues, disputes are resolved in arbitration court in the manner prescribed by applicable law.

6. TERM AND TERMINATION

6.1. This agreement comes into force from the moment of conclusion and ends after the fulfillment of the obligations assumed by the parties in accordance with the terms of the agreement.

6.2. This agreement is terminated early:

• by agreement of the parties;
• on other grounds provided for by law.

7. SPECIAL CONDITIONS AND FINAL PROVISIONS

7.1. The Parties are not entitled to unilaterally refuse to fulfill their obligations under this Agreement after its signing.

7.2. The seller loses the right to participate in the management of the affairs of LLC "" from the moment the settlements are completed.

7.3. If, within the period specified in clause 2.1 of the Agreement, the Seller does not submit an application for withdrawal from the number of participants in OOO "", the LLC will have the right to raise the issue of withdrawing the Seller from among the participants on the basis of this Agreement, provided that the obligations of the Buyer according to the calculations for the acquired share will be fulfilled.

7.4. The seller is entitled to receive dividends for the period up to "" year.

7.5. In everything that is not provided for by this agreement, the parties are guided by the current legislation of the Russian Federation.

7.6. Any changes and additions to this agreement are valid, provided that they are made in writing and signed by duly authorized representatives of the parties.

Phone fax:

TIN/KPP:

Checking account:

Bank:

Correspondent account:

BIC:

Signature:

Each LLC participant can sell his share in the authorized capital only after he leaves the company. You can do this on a voluntary basis. You can sell a share to other participants, or to a third party.

Concepts

Society with limited liability is a form of business ownership, the main purpose of which is to make a profit.

The main difference between an LLC and legal entities of a different form of ownership is that a company member or its founders are liable for the company's debts only within the limits of their share in the authorized capital.

The purchase and sale of a share in an LLC is the assignment of one's property rights to a share in the authorized capital to another person or legal entity.

Legislation

1. The main law that regulates the norms and principles of the company's activity is
2. The change of participants in the society is regulated. This law changed the procedure for the transfer of a share in the authorized capital to another person.
   

   Now this is possible only with the participation of a notary.

3. The change of the participant entails making changes to the constituent documents. This must be done in accordance with the rules.

Share assignment options

There are several options for selling your share in the authorized capital of the company:

• assignment of a share between participants;
• sale to a third party;
• transfer of a share in an LLC by inheritance.

Each method has its own nuances that need to be considered.

Video: change agreement

Between participants

One member of the company may assign to another member his share in the charter capital. This does not require the consent of society. But collect general meeting all participants are required. At this meeting, a decision is made to sell the share of one participant to another. This action is recorded in the protocol.

Several participants can buy the sold share in proportion to their shares in the capital of the company.

It is necessary to conclude a contract - purchase and sale. A transaction between participants can be carried out without a notary.

When the transaction is completed, it is necessary to gather all the participants again and make a decision on making changes to the authorized capital.

Again you need:

• draw up a protocol (if there are still several participants);
• or take the sole decision of the sole remaining member.

Then, a notification is submitted to the tax office about changing the charter of the company according to form P13001.

Here you need to again reflect information about all participants in the company, with the exception of the retired one.

Based decision about the sale of a share, it is also necessary to notify the tax office that it is necessary to make changes to the Unified State Register of Legal Entities. This must be done by applying for Form Р14001.

It is worth remembering that you can only sell the share that is fully paid by the participant.

A sample agreement for the sale of a share in an LLC between participants can be

Third party

Participants have a pre-emptive right to purchase a share in the authorized capital from another participant. This right is guaranteed to them.

Therefore, before selling a share to a third party, a member of the company must offer it to his “comrades-in-arms”.

To make a decision on the purchase of a share of a participant leaving the company, other participants in the company have 30 days from the time of notification. But the notice must be submitted in writing - it is called an offer. In addition, the seller must ensure that the other members of the LLC are properly notified.

Otherwise, the share sale transaction can be challenged in court on the basis that one of the participants did not know about the sale to a third party.

LLC participants with the pre-emptive right to purchase a share must, within 30 days upon receipt of the notice of sale, notify the seller of his decision.

Whether positive or negative, it must be given in writing. A positive decision is called an acceptance.

1. If other participants agree to purchase a share, then the actions will unfold according to the scenario described above.

2.If the share will be sold to a third party, then the procedure is as follows:

• it is necessary to prepare a contract for the sale of a share and certify it with a notary. Annexes to such an agreement will be the offer and the received refusals to purchase;
• then you need to enter information into the Unified State Register of Legal Entities and the charter of the company.

By inheritance

The transfer of a share in an LLC to the heirs is possible, unless otherwise specified in the charter of the company. In addition, the charter may stipulate that the transfer of a share to the heirs of a deceased participant is possible only with the consent of the other participants. This is stated in

1. If the consent of other members of the society is not needed, then the heir becomes a member of this society "automatically" on the day the inheritance is opened.
2. If other participants do not agree, then the heir can achieve recognition as a participant through the court.
   

   When the court makes a decision, and information about the heir is entered into the Unified State Register of Legal Entities, then he will become a member of the LLC.

Sample contract for trust management of shares in LLC

A member of a company may exercise his rights and obligations in relation to the LLC independently or through a proxy. Dividends from the company's activities are received by the participant himself.

To transfer the right to manage his share in the company, the participant must appoint a trustee and conclude with him an agreement on trust management of a share in the authorized capital of an LLC.

The manager has the right to make decisions that the shareholder himself could make.

Order

To assign a share in the authorized capital of a company, it is necessary to follow the correct procedure for processing the transaction.

Collection of information and preparation of a preliminary contract

All the necessary information about the members of the company is already in founding documents so you don't really need to collect anything.

Based on the available information, you need to draw up a preliminary contract of sale.

It will contain the conditions for the sale of the share. The buyer must study this contract and amend it, if any. A preliminary agreement is concluded if the consent of the company's participants is necessary for the sale of a share.

Once this consent is obtained, the parties must conclude the main contract within a certain period of time.

Notarization

The purchase and sale agreement must be certified by a notary.

In addition, have notarization the following documents are also required:

• offer (notice of participants) on the sale of a share of the company;
• refusals to purchase from other members of the company if they do not want to take advantage of the pre-emptive right.

Submission of documents

In order to register a contract for the sale and purchase of a share in the authorized capital of a company, it is necessary to submit the following documents to a notary:

• charter of LLC;
• certificate of state registration of the company;
• certificate of registration with the tax office;
• a document that confirms the seller's ownership of the alienated share;
• certificate that the share is fully paid;
• extract from the list of members of the company. It must be signed by the CEO;
• a document confirming the powers of the general director;
• refusals of other participants from the purchase of shares;
• refusal of the company itself to buy a share;
• extract from the Unified State Register of Legal Entities;
• - 3 copies.

Some documents are submitted both in original and in copy.

Important! An extract from the Unified State Register of Legal Entities has a limited validity period, so you need to get it no later than 5 days upon conclusion of the contract.

If the buyer is a married person, then a notarized consent of the second spouse is required to purchase the share.

When the notary certifies the contract of sale, the following documents must be submitted to the Federal Tax Service:

• application for ;
• the contract itself;
• decision or protocol on the sale of a share;
• a document that confirms that the buyer has paid the share.

Receipt of documents in the registration authority

After 5 days from the date of submission of documents, the specialists of the Federal Tax Service issue the following documents to the applicant:

• certificate of amendment;
• a new extract from the Unified State Register of Legal Entities.

The main mistakes in the execution of transactions for the assignment of a share in an LLC

LLC participants often make mistakes when selling shares and executing this transaction.

The main ones include:

• lack of a notarized offer and refusals to purchase;
• violation of the pre-emptive right to purchase other participants;
• the absence of a spouse to buy or sell a share;
• the absence of the minutes of the meeting or the decision of the participant to buy or sell a share;
• the share to be sold is not fully paid;
• violation of antitrust laws.

In the presence of these violations, the transaction will not take place.

Is it possible

There are several nuances that I would like to highlight.

By proxy

Both parties to the transaction may have a trustee.

It can act:

• as on behalf of the seller;
• and on behalf of the buyer of the share.

The transaction will take place if the trustee will have a notarized power of attorney from one of the parties.
It is also possible to receive and submit documents to the tax office by proxy. The trustee must also have a notarized power of attorney and a passport in hand.

With installment payment

Buying a share in installments is possible, but several conditions should be discussed:

• transfer of ownership only after full payment;
• The purchased share is collateral.
  

  This requires the consent of the other participants;

• it is better to impose a penalty on some other property of the buyer;
• The obligation to notify the tax authorities rests with the buyer.

These conditions must be reflected in the conclusion of the contract of sale. But it is better to contact a specialist who will help secure the transaction.

invalidate

A transaction for the purchase and sale of a share in an LLC may be invalidated on the grounds specified in Art. The invalidity of the transaction may be recognized by the court or without such recognition.

If the factors of the invalidity of the transaction are identified, it “turns back”, then everything should return to its original state. Registration of the transaction is invalidated!

Conclusion

The sale of a share in the authorized capital of an LLC is not such a rare transaction. To avoid confusion, all the conditions for the assignment of rights to a share, as well as the conditions for changing the participants in the company, must be prescribed in the charter of the LLC.