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

Each member of an LLC may sell its share in authorized capital only after he leaves society. 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

The main law that regulates the norms and principles of the company's activity is
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.
Change of participant entails changes in founding 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 members

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 it is necessary to convene a general meeting of all participants. 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

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.
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 the constituent documents, so you don’t need to collect anything special.

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, the following documents must also be notarized:

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.

In what cases is it possible to sell a share in an LLC? How is such a transaction formalized correctly, what federal law regulates it, and what is included in the package of documents required for the sale and purchase of a share in an LLC? We will talk about this in our article.

Transactions such as the purchase and sale of a share in an LLC are quite common in the business world, due to a change in the size of the share, the addition or withdrawal of LLC participants. The parties to the transaction for the sale and purchase of a share in an LLC are: current participants, a third party (future participant) and the LLC itself. Let us consider in more detail the main reasons for the purchase and sale of a share in an LLC:

Joining an LLC. Assumes the possibility for a third party to become a member of an LLC by acquiring a share from the Company itself (in the absence of restrictions on the undistributed share of the withdrawing member) or from one of the existing members. Depending on who is the Seller and the Buyer, registration of the share is carried out by concluding an agreement in a simple written form or notary public. Also, the introduction of a new participant into the LLC is possible through an increase authorized capital LLC through cash or property received from a new member of the Company.
Leaving the LLC. Each member of the Company has the right to withdraw from the organization with the receipt of the desired income from the sale of his share to a third party, directly to the Company or its member. Depending on who becomes the Buyer of the share of the participant who wants to leave the LLC, the option of registering the purchase and sale of the share is applied. In the event that a member of the Society wishes to withdraw from its membership without compensation, he has the right to do this without the consent of other members by writing an application on his own behalf. Voluntary withdrawal from an LLC implies further receipt of compensation in an amount equal to the real value of the LLC's share. In practice, it is believed that this way of exiting an LLC is the least time-consuming.
Replacing one LLC member with another. This method involves registration of the sale and purchase of a share of a member of the Company with a third party. Such a transaction must be concluded in a notarial form and is under the strict control of a notary. One of the most best options for a simple replacement of one participant in an LLC with another, a new participant is entered through an increase in the authorized capital of the Company, and the exit of the former participant is carried out through an application.
Change in the size of the participant's share in the LLC. Each member of the Company has the right to change the size of its share by repurchasing a share or part of a share from another member of the LLC or directly from the Company itself. Also, an increase in the size of a participant's share can be made through an increase in the authorized capital and the subsequent buyout of a share equal to the amount by which the authorized capital was increased.

Alienation of an LLC share: options for buying and selling a share

Regardless of who is a party to the agreement for the sale and purchase of a share in an LLC by using the authorized capital, the Law "On Limited Liability Companies" FZ-No. 14, clause 11, Art. 21 requires mandatory certification of such transactions by a notary.

Transactions for the sale and purchase of a share in an LLC may provide for several options for changing participants. Let's take a closer look at each of them.

1. Purchase and sale of a share between LLC participants. Each member of the Company has the right to sell his share (or part of it) to one or more members of the LLC. This transaction does not require the consent of other participants. In cases where the Charter of the organization contains a restriction in the form of a requirement for consent to the sale and purchase of a share of other participants, the latter must provide their consent or refusal in writing no later than 30 days. Based on the decisions of other members of the Company submitted to the General Director, Required documents and a contract for the sale of a share in an LLC in a simple written form. At the notary, the presence of only the Seller of the share is sufficient.

The buyer of a share in an LLC becomes its full owner after state registration.

2. Purchase and sale of a share in an LLC between a member of the Company and a third party. This option for registering the purchase and sale of a share in an LLC is possible if there are refusals from other members of the Company and there are no restrictions on the sale of a share through the authorized capital to third parties. The seller of a share and its acquirer, having received at their disposal all the necessary documents from other participants in the LLC, must certify them in the presence of a notary.

It is important to note that a transaction for the sale and purchase of a share in an LLC between a member of the Company and a third party requires the consent of the spouses to complete it. The personal presence of the spouses at the notary at the time of the transaction is allowed, or it is necessary to provide such consent in a written, notarized form.

The buyer of a share in an LLC becomes its full owner from the moment of certification by a notary, who, in turn, must transfer all received documents to the registration authority. And only after registration of changes in the registry legal entities the purchaser of the share becomes a full member of the LLC, and the Seller, in turn, receives from the Buyer cash.

In cases where a share in the Company is redeemed in in full, the seller member is obliged to withdraw from the LLC without further claims.

3. Purchase and sale of a share in an LLC between a participant and the Company itself. A limited liability company has the right to redeem a participant's share in the following cases:

if there is a prohibition in the Charter of the organization to sell shares to third parties;
in the absence of the consent of other participants in the LLC to sell the share to third parties and their desire to purchase it from the participant-seller.

In accordance with federal law The company is obliged to buy the share of a participant leaving the LLC voluntarily upon a written application. In this case, the share purchase and sale agreement is not certified by a notary, and the registration of the transaction must be completed within 1 month. The share redeemed by the Company may be distributed among other participants and third parties (if this is not limited by the organization's charter) within 12 months. As practice shows, there is also an opposite situation, when the LLC itself offers the buyout of a share not to all participants in the Company. In such cases, the share purchase agreement does not require notarization registration period is 7 days. The Society itself, represented by its leader, acts as the applicant.

Important! Based on Federal Law 312 “On Limited Liability Companies”, if not a single participant remains in the LLC, withdrawal from it is not allowed.

4. Purchase and sale of an LLC share between a third party and the Company directly. This option transactions are possible in cases where the share of LLC is not redistributed among the members of the Company within 1 year, and it becomes necessary to sell it to third parties. Registration of the purchase and sale of a share of an LLC is carried out by concluding an agreement in a simple written form without certification by a notary. The seller is the Company represented by CEO, the Buyer - a third party, as a future member of the LLC. If the Charter of the organization provides for the consent of other participants to the sale of shares, they must be provided in writing.

If the Charter of the organization contains a restriction on the sale of a share of an LLC to third parties, it must be re-registered already with the changes made.

Purchase and sale of a share in an LLC: main stages

Registration of a transaction for the sale and purchase of a share in an LLC involves several main stages:

Preparation of the necessary package of documents and their certification by a notary.
Notarial certification of the contract and application for state registration.
State registration and making appropriate changes to the Unified State Register legal entities (USRLE).
Obtaining documents on state registration.

The contract for the sale of a share in an LLC must include:

subject of the agreement (information about the LLC and the share of the participant in the Company);
conditions and procedure for execution of a share purchase and sale transaction;
the value of the share in a certain monetary equivalent;
the consequences of the execution of a purchase and sale transaction for the buyer and seller;
additional terms.

The package of documents required for registration of the purchase and sale of a share in an LLC includes:

the charter of the Society in new edition, as amended regarding the change in the composition of participants;
agreement for the sale of a share of an LLC;
a photocopy of the certificate of state registration of the LLC;
a photocopy of the certificate of registration with the tax authority;
notification of the Company and all participants of the LLC about the sale of a share (in cases where the participant is not the only one);
a written refusal or consent of other participants of the LLC for the purchase and sale of a share;
a written decision to sell its share in the LLC;
a document confirming the fact of the formation of the authorized capital;
extract from the Unified State Register of Legal Entities, which is valid for no more than 10 days;
written consent of one of the spouses (if necessary);
a document confirming the legal acquisition of a share in the LLC (notarized contract of sale, certificate of inheritance, application and protocol on admission to the Company);
a document confirming the payment of the LLC share (bank payment order, bank statement, etc.) is provided in case of payment in cash;
a document confirming the increase in the authorized capital by property (balance statement, property valuation act and act of acceptance and transfer of property to the organization's balance sheet).

State registration of a contract for the sale and purchase of a share in an LLC

To alienate a share in an LLC and register changes with the tax office, you must submit an application in the prescribed form. Registration of purchase and sale of a share is carried out on the basis of an agreement signed in 2 copies. The applicant is the seller - a member of the LLC. If the Seller is a legal entity, it is allowed to participate as an applicant by a representative of the head of the organization by proxy. In the event that several participants act as Sellers at once, there must be the same number of applicants, and the sales contract may include annexes in the amount equal to the number of participants in the transaction. Upon completion of the transaction at the notary, the latter must submit an application form to the tax registration authority within 3 days. Within 5 working days, documents can be received both personally by the applicant and by an official authorized representative. In cases where documents are sent by a notary by mail, the certificate of making the relevant entry in the Unified State Register of Legal Entities, together with the extract, will be sent to the legal address of the LLC in which the share was sold.

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 the authorized capital of an organization. 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:

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.
Subject to the use of the pre-emptive right to purchase by LLC members.
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 conditions stipulated 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.

AGREEMENT No. 12

purchase and sale of a share in the authorized capital of an LLC

Alma Limited Liability Company (hereinafter referred to as the Seller) represented by General Director Alexandra Vladimirovna Lvova, acting on the basis of the charter, on the one hand, and Zapad Joint-Stock Company (hereinafter referred to as the Buyer), represented by Alla Stepanovna Glebova, General Director, acting on on the basis of the charter, on the other hand, collectively referred to as the Parties, have concluded this agreement as follows.

SUBJECT OF THE CONTRACT

1.1. The Seller undertakes to transfer into the ownership of the Buyer a share in its authorized capital, which is 10 percent of the authorized capital, with a nominal value of 10,000 (Ten thousand) rubles. (hereinafter - the share), and the Buyer undertakes to accept and pay the share on the terms established by this agreement.

1.2. The Seller's ownership of the share is confirmed by an extract from the Unified State Register of Legal Entities.

1.3. The Seller warrants that:

- its charter does not prohibit offering for acquisition to third parties its own shares of the company in the authorized capital;

– a year has not passed since the transfer of the share to the Seller;

– other requirements of the law necessary for the sale of one's own share of the LLC to a third party have been complied with.

1.4. The share shall be transferred to the Buyer from the moment the appropriate changes are made to the Unified State Register of Legal Entities on the basis of this agreement. Documents for making these changes must be submitted to the registration authority within a month from the date of payment of the share by the Buyer.

PRICE AND PAYMENT PROCEDURE

2.1. The share price is 15,000 (Fifteen thousand) rubles.

2.2. The Buyer undertakes to pay the share within 3 (three) days from the date of conclusion of this agreement by transferring funds to the Seller's settlement account.

3. RESPONSIBILITIES OF THE PARTIES

3.1. In case of non-payment of the share in set time The Buyer pays the Seller a penalty in the amount of 0.03 percent of the share price for each day of delay. Payment of the penalty does not release the Buyer from the obligation to pay the share.

3.2. Other measures of responsibility of the Parties for failure to fulfill their obligations under this agreement are determined by general rules Civil Code RF.

DISPUTES RESOLUTION

4.1. All disputes and disagreements that may arise during the execution of this agreement, the Parties will resolve through negotiations.

If it is not possible to do this through negotiations, disputes and disagreements should be resolved out of court by sending claims (mandatory claim procedure).

The claim is drawn up in writing and sent by mail to the address of one of the Parties by a valuable letter with a return receipt and a description of the attachment.

The claim specified in the claim may be filed with the court (clause 4.2 of the agreement) if the Party that filed the claim receives a refusal from the other Party to satisfy the claim or does not receive a response within 30 (thirty) days from the date the claim was served.

4.2. Disputes of the Parties not settled in accordance with clause 4.1 of this Agreement shall be submitted for resolution to the Moscow Arbitration Court.

OTHER CONDITIONS

5.1. This Agreement is made in triplicate, one for the Seller, the Buyer and the registration authority.

5.2. The Agreement comes into force from the moment of its signing by the Parties and is valid until the moment of full fulfillment of their obligations by them.

6. ADDRESSES, DETAILS AND SIGNATURES OF THE PARTIES

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 LLC "" and accepted in accordance with the specified application general meeting decision 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. A 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 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 LLC "", LLC will have the right to raise the issue of withdrawing the Seller from among the participants on the basis of this Agreement before the General Meeting of 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:

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