Remove from the founders. Withdrawal from the founders of an LLC: without the consent of the other founders, if I am the only founder, through the court

Withdrawal of the founder from the LLC: 3 steps to successful exclusion + calculation of the amount of compensation + who to inform about the withdrawal from the LLC.

Withdrawal of the founder from the LLC, often comes as a surprise to the management structures of the organization.

How to properly organize and document this process without jeopardizing the organization’s relationship with the Federal Tax Service and creditor banks?

After reading the instructions presented in this article, you will be able, without resorting to the involvement of legal firms, to prepare all the necessary documents yourself.

Who is the founder?

If the LLC registration documents were drawn up by a specialized agency, and not personally by the head of the enterprise, and you simply don’t know how to accurately identify the people sitting around you at participants’ meetings, let’s figure it out.

Founder can be called a legal or natural person who has a share of the total authorized capital of the enterprise.

The rights and obligations of this person are specified in the charter. The founder is the responsible person in the event of the collapse of the company. The assets of the enterprise are divided among the people occupying this “position” as a percentage of their share in the authorized capital.

Registration of a limited liability company is never carried out by a single legal entity.

The presence of participants, a total of up to 50 persons, is mandatory.

The idea of the identity of the CEO and founder of the company is often not completely clear, since these statuses can sometimes overlap.

The CEO manages the current situation of the company, makes decisions that support the correct “movement” of all its management structures.
The founder is the person who determines the direction of the development of the enterprise. He is obliged to choose the right business model, to “fill the foundation” for the right way to promote the business.

Application of the founder to withdraw from the LLC

Withdrawal from the founders of an LLC is made only at the personal request of the alienated person and in no other way.

When the Charter of the enterprise is created (the document required for), an application form for the exclusion of participants is included there.

The application for the founder’s withdrawal from the LLC must include the following points:

personal data of the applicant (full name, registration, residential address);
names of the limited liability company (all forms);
reason for leaving the LLC;
indication of the clause of the charter, which provides for the possibility of leaving the ranks of the founders;
the amount of authorized capital owned by the applicant.

An example of an application form for exclusion from the founders:

The exit of the founder from the LLC is an irreversible process that starts after filing the application.

But it is worth noting that the statement is only a small part of all operations that need to be performed to successfully notify banking and government agencies about a change in the composition of participants.

The distribution of the share of the excluded founder among other persons corresponding in status occurs during the year.

Exit from the founders of an LLC: 3 steps to successful exclusion

STEP 1: Preparation of documents for the Federal Tax Service

The withdrawal of a participant from the company entails structural changes in the enterprise.

Therefore, do not forget about registering the company with the Tax Service. The only state register of legal entities contains information about all registered enterprises on the territory of the Russian Federation.

Unified State Register of Legal Entities data must be updated as much as possible; the taxation process depends on this.

List of documents for submission to the Federal Tax Service:

Form P14001.
Application for exclusion from LLC.
Minutes of the meeting of the board of participants (only in the case of instant distribution of the share of the retiring person).

Form P14001 has several formulations in the context of legislation. When a participant leaves the LLC, the form below is used (updated in 2016).

Form form P14001:

Important! The applicant, in this situation, is the general director of the enterprise. He must hand over the documents personally to a tax representative. Submission of documents must be carried out within 30 days from the date of receipt of the application from the founder.

The Tax Service provides several options for submitting documents:

you can use a registered letter by sending it to the address of the corresponding branch of the Federal Tax Service (search on the website https://service.nalog.ru/addrno.do);
through a representative, having issued a power of attorney for him,
or submit the application in person to the tax authorities.

The last option is preferable, since submitting documents by mail, especially of such importance, is not the most sensible idea.

STEP 2: Notarized certificate P14001 on the exit of the founder from the LLC

An application on Form P14001 requires a notarized declaration.

Let's consider the package of documents required to be presented at the notary's office:

a document confirming the authority of the applicant (an employment contract can be used);
application P14001 (fill out using the above form);
certificate from the register of legal entities (this should be requested from the tax service);
information about registration with the Federal Tax Service;
data on the registration of the enterprise by the state;
application for the exclusion of a participant from the LLC;
document identifying the applicant (passport).

Federal Tax Service employees, upon receipt of such documents, will definitely give you a receipt.

Taking these actions has nothing to do with incorrect work of the tax service, it will simply protect you from possible problems in the future.

STEP 3: The final stage - obtaining a basic package of documents

Within 5 working days, the tax service reviews the submitted application.

If all documents were provided without errors, are present in full and are correctly executed by the notary, Federal Tax Service employees make appropriate changes to the register.

The Federal Tax Service issues a certificate of data correction in the only state register of legal entities to the applicant.

This document can be used as confirmation of the legality of transactions for banking systems, which are also required to make appropriate changes to their registers.

How to exclude a founder from an LLC?

In a situation where the founder does not fulfill his direct responsibilities, does not bring adequate administrative value to the enterprise, or leads the company to deliberate bankruptcy, there is a need to liquidate him from the ranks of the LLC.

The exclusion of a participant can be initiated only by those founders whose total share of the authorized capital is at least 10%.

To complete the procedure, it is necessary to convene a council at which the minutes of the meeting will be drawn up.

It is important to note that all claims to the work of the excluded founder must be documented.

After a decision is made by the enterprise council, the excluded participant has the right to appeal to the courts to appeal the decision.

It is worth noting that the process of “dismissal” comes down to a trial in most cases.

Forcibly expelling a participant will require compelling reasons and a lot of legal time.

Therefore, if possible, try to resolve the situation through negotiations and seeking consensus. This will save your time, money and nerves.

Withdrawal from the founders of an LLC: how to calculate the amount of compensation?

There remains one more important question, not discussed above: what to do with the legal entity’s share of the authorized capital?

If the charter of the enterprise provides for the issuance of compensation in the event of deprivation of the status of a founder, this section of the article will be especially interesting for you.

To calculate the amount of compensation, it is necessary to calculate the amount of net assets of the enterprise.

The process of calculating the amount of IFA:

Determine the company's last reported income since filing the application.
Find out the share of the initial authorized capital.
Multiply income by the decimal percentage.

The VFA of the enterprise amounted to 700,000 rubles, the founder has 47% of the authorized capital, the amount of compensation:

700,000 * 0.47 = 329,000 rub.

To summarize all the information above, watch the following video:

Who else should you inform about leaving the LLC founders?

The first in line is the bank where the company's current account is opened. The bank should be aware of such events, as they directly affect the credit rating.

It is necessary to properly explain your position and the reason for the participant’s withdrawal from the LLC to the bank employees.

Partner companies - if you want to continue cooperation on a confidential basis, tell us, in general terms, why your founder left the LLC and how this affected the state of the company.

It should be understood that the exit of the founder from the LLC is a significant event in the life of the company, which is reflected on all fronts of the enterprise’s activities.

Proper information prevents many risks in further work.

Withdrawal from the founders of the LLC- difficult process.

But if you follow the instructions in this article, its implementation will take no more than a month.

The main work falls on the shoulders of the administrative body of the enterprise.

The correct approach would be when the general director independently controls the process of excluding a participant.

Proper control will lead to minimal losses and preserve the reputation of the LLC.

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A limited liability company is an association that is formed by a group of individuals and legal entities or a single person who are founders with the right of equity participation and limited liability, i.e. Each participant has a share in the authorized capital and is responsible only within the limits of his share or shares and is not responsible for risks and losses that are possible during the activities of the company.

LLC participants have the right sell or otherwise dispose of your share in capital, as well as resign from the founders and receive payment in the amount of their shares.

In the event of a sale of a share, other LLC participants have a preferential right to purchase the share over third parties.

In some cases, the company's charter prohibits the transfer of shares to other persons.

Features of voluntary and forced exit

Leaving society is a legally labor-intensive and lengthy process that requires recording upcoming changes in all documentation and taking them into account in the databases and registers of data of public authorities - the size of the authorized capital changes, assets decrease, changes in accounting are possible.

Exist 3 options for exiting an LLC:

death of a participant;
voluntary withdrawal of a participant with transfer of a share;
forced exclusion of a participant.

Death

In the event of the death of a participant, his share or shares, in accordance with the norms of civil law, are inherited by his legal successors.

If the heirs do not express their rights to the deceased’s share within 6 months, it becomes the property of the company.

Usually the circle of heirs specified in the will. If there is no will, then inheritance occurs according to civil rules - property, including a share in an LLC, is distributed equally among priority heirs, first-line heirs - spouse, children, parents, stepchildren, stepparents. In addition to rights, heirs also assume obligations, i.e. are responsible for debts.

If by will the deceased transferred the rights to a person who has not reached the age of legal capacity, then he is recognized as the owner, but his legal guardians bear responsibility until he reaches the age of majority.

Voluntarily

Voluntary withdrawal implies an indicative procedure - the participant submits an application and cedes the share to the company or sells it to the company or third parties. Such activities are permissible if this is provided for by the charter.

The responsibility for finding external buyers falls on this participant. The value of the share must correspond to current reality. As a rule, it is proposed at a meeting of the founders of the LLC.

When exiting with the assignment of a share to the company, the co-owner must notarize the application.

The director of the LLC is obliged to register changes in the register of legal entities, also confirming the application with a signature.

After the exit is formalized, the former co-owner is paid a payment equal to the value of his share, calculated based on the accounting records for the previous year. For example, if an application was submitted in 2020, then 2019 is used for calculation.

A person receives his compensation no later than 3 months after leaving the LLC.

Registration of an exit in the register of legal entities occurs within 5 working days plus weekends.

A declarative exit is convenient for persons who require quick release from rights and obligations, since it does not require a large package of documents, the consent of the spouses, or significant expenses.

Forcibly

Forced exit is carried out in judicial procedure. The right to demand an exception belongs to those co-owners whose share in the LLC is not less than 10% of the authorized capital.

The reason for the requirement is the actions or inaction of this participant, entailing negative consequences in the form of disruption of the functioning of the company, failure to fulfill the set goals and objectives (the main goal of the LLC is to make a profit).

Even one co-owner with a share of more than 10% can initiate the exclusion of a defective participant.

A violation that provokes dissatisfaction of other participants is recognized as periodic avoidance of participation in general meetings of the founders of the LLC, when making decisions at which the votes of all co-owners are required. Members of the company file a claim in the arbitration court.

The following are not considered violations grounds for the founder’s withdrawal:

Failure to comply with labor laws. For example, a participant holds a position in the executive body of the company and does not properly fulfill his duties. The arbitration court strictly separates labor and corporate law and does not consider such a reason as a justification for excluding a person.
Failure of the sole executive body to comply with its duties. For example, violations of clauses of the charter, obstruction of the election of a new executive body - arbitration practice does not recognize such violations as sufficient to remove a participant from the LLC.

Refer to the grounds for the conclusion:

seizure of property
holding illegal, extraordinary meetings;
conclusion by the general director of an economic agreement, which resulted in severe negative results for the LLC.

If the court finds the arguments of the other co-owners valid and decides to exclude the accused participant, he will have to bear the costs of the trial. The court may also deprive a participant of the right to receive the compensatory value of his share.

However, for a positive result in court, other participants need to prepare a convincing evidence base, give firm testimony in court, and provide documentary evidence of the accusation. Often the courts rule in favor of the defendant.

Reasons and features

There are a few unusual situations that should be mentioned in this question.

Sole founder

Most often, the only member of the society leaves due to two reasons:

re-registration of LLC to another person (relatives, friends) with further existence;
liquidation (i.e. exit from the company without further connection with it).

The most optimal way to remove the sole founder is to attract a new participant, increase the authorized capital at the expense of his share and retire the first founder with the transfer of the share to the remaining one.

Step-by-step instruction:

The sole founder decides to introduce a new participant; the decision must reflect the size of the contribution and the ratio of shares.
A new person draws up an application for entry into the society, transfers his contribution to the cash desk or to a current account.
The director collects a package of documents, has them certified by a notary and submits them to the Federal Tax Service inspectorate.
After entering a new participant and registering an entry with the first founder, he submits a notarized application for withdrawal from the LLC addressed to the director.
On the day the director signs the application, the first founder leaves the company.
The director collects documents to register changes in the register and distribute the share of the previous participant.

Founding Director

When the sole founder of an LLC holds the position of director, the procedure is carried out in exactly the same way as in the previous case. The change of director as a legal process is carried out either upon the entry of a new co-owner - he becomes the new director, or upon the departure of the previous one. In any situation, the change of director is carried out in the usual manner and in a standard manner.

You can learn how to formalize the withdrawal of a participant from an LLC from this video.

Regular Member

To leave an LLC for an ordinary participant, you must follow a similar algorithm.

Step-by-step instruction:

The person draws up an application and has it certified by a notary.
The person submits an application to the general director of the company, and the general director signs the application.
The remaining co-owners draw up a protocol reflecting information about the participant’s withdrawal from the LLC and about actions with his share.
The General Director prepares a package of documents for the participant’s withdrawal and has them certified by a notary.
The director submits documents to the Federal Tax Service inspection and after 7 calendar days receives an extract from the Unified State Register of Legal Entities with new entries.
The director transfers to the retiring person compensation equal to the actual value of the share according to the balance sheet for the previous year.

Documents for registration of changes with the Federal Tax Service (copies):

resignation letter;
protocol of participants;
application - in the approved form;
charter;
extract from the Unified State Register of Legal Entities;
certificate of registration;
registration certificate;
decision on the appointment of a director;
receipt of payment of state duty.

The registration application is submitted within a month from the date of transfer of the share. The day of transfer of the share is considered to be the date the director signs the participant’s application.

When exit is impossible

There are 3 reasons for prohibiting the withdrawal of a participant:

The ban is stated in the company's charter. Even the consent of all the founders and the CEO cannot change it.
Exit of a single participant or simultaneous exit of all participants. An organization cannot function without participants, at least one, therefore such actions are impossible and are not recognized by law.
Violation of the procedure for leaving the LLC- application without notarization, lack of documents, etc.

If there are such reasons, the LLC does not confirm the exit of its participant, does not give him the actual value of the share and does not register changes in the Unified State Register of Legal Entities.

Innovations and documentation

At the beginning of the year, changes in tax legislation came into effect. Now the person who received a compensation payment for his share has the right to reduce the amount of income and tax base by the amount of expenses incurred during the acquisition of the share. In this way, taxation of the funds received can be avoided.

Calculation and distribution of the participant's share

The arithmetic of the share price is based on the balance sheet and the previous year. If in 2016 the LLC amounted to 1,000,000 rubles, and the share of the departing participant is 25%, he will receive compensation of 250,000 rubles.

The share transferred to the company is distributed in proportion to the shares of the participants or in another manner provided for by the charter.

Taxes

If the participant is paid compensation in kind (property), then VAT is charged on the difference between the value of the property and the value of the share at the time of acquisition.

In case of payment in cash, accrual is possible - if the person has owned the share for less than 5 years. If owned for more than this period, income is not subject to taxation. In addition, it is now possible to reduce the tax base due to expenses when purchasing a share.

Notarization of documents and filing with the tax authorities

An application for registration of changes is submitted to the Federal Tax Service inspectorate under the signature of the director himself or his legal representative.

Receipt

The deadline for receiving documents on registration of changes and a new entry in the Unified State Register of Legal Entities, a new extract from the Unified State Register of Legal Entities is 5 working days, excluding weekends. When calculating calendar days, the process takes a week.

Actions with the company's share

By drawing up a protocol based on the application signed by the director, the remaining co-owners make one of the following decisions regarding the participant’s share:

presence in society for 1 year;
sale to third parties;
distribution among the LLC participants is proportional to the shares or the rules established in the company’s charter.

If the participants left the share of the retiree in the LLC for more than 1 year, it is subject to redemption, as a result of which the authorized capital is reduced. If the capital does not reach the minimum amount (10,000 rubles), the company is subject to liquidation.

Possible nuances

To leave the company, a participant does not have to obtain the consent of all co-owners; he only needs the signature of the director, and then notification of the founders at the meeting.

If the organization is unable to pay monetary compensation to the retiring person, he can receive payment in kind, i.e. property. If a participant has debts, he is obliged to fulfill his obligations before submitting an application.

Exiting an LLC requires a long time, collecting documents, and many formalities. However, the main thing here is compliance with the law, especially the terms of the Tax Code, and following the instructions given.

The features of registering the exit of an LLC participant are described in this video.

The founder has the right to withdraw from the LLC, guided by Federal Law No. 14 of 02/08/1998 “On Limited Liability Companies”, unless Russian legislation prohibits this action.

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

Possible reasons

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

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

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

When leaving society is impossible

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

The federal law regulating the activities of LLCs, It is prohibited for the sole founder to leave the company.

Step by step procedure

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

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

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

Exit registration

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

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

Share payment upon exit

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

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

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

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

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

Possible nuances

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

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

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

Step-by-step instructions for removing a participant from the founders of an LLC by withdrawing upon application and transferring his share to the company with subsequent distribution among the remaining participants of the company, the instructions have been updated and contain all the changes for 2019.

The withdrawal of a participant from the founders upon application, in contrast to the method with notarized registration of the purchase and sale of a share, is quick and economically profitable. A member of the company writes a statement of resignation, after which his share is transferred to the company, followed by notarization of the statement and given 5 working days to register with the tax office. Let's consider the procedure for removing founders from the LLC.

The main advantages of this method are as follows:

Minimal financial costs for registration, notarization and registration of changes;

No state duty for registering changes;

Fast processing (7 working days);

The applicant is the general director (frees the founder from the need to spend time on a notary and the tax office).

How to remove a founder from an LLC step by step

First step : Preparation of documents for registration of changes in the participant's output

Statement on withdrawal of participants. A company participant leaving the founders must write a statement addressed to the general director about leaving the LLC founders. This application must reflect the size of the share of the authorized capital that will be transferred to the company and have it notarized. According to the legislation of the Russian Federation, a participant is considered to have left the Company from the moment the application is completed and notarized. An application for the withdrawal of a participant from the company is subject to mandatory notarization by a notary.

Minutes of an extraordinary general meeting of participants or a decision on the distribution of the company's share. The main agenda in the minutes is the distribution of the share in the authorized capital of the Company owned by the Company among all participants of the Company. The share remaining after the withdrawal of a participant can be distributed among the remaining participants in proportion to their shares in the authorized capital; sold to a member of the Company or a third party, or may be retained by the Company for a year.

Fill out the application form No. Р14001. If, when registering the withdrawal of a participant, changes affecting the constituent documents are not submitted at the same time (change of legal address, OKVED codes, name of the company), then it is necessary to use application form No. P14001. When registering changes in Form No. P14001, the state duty is not paid, and a new version of the charter is not developed. If there is a need to simultaneously carry out the changes described above, then application form No. P13001 will be required, with payment of the state fee and two copies of the new edition of the charter.

Second step: Certification of documents by a notary

Before submitting documents to the tax office, a notarization of the registration application will be required. The applicant will be the current general director of the company. The appearance of the founder leaving the company before the notary is mandatory!

Before visiting a notary, you 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 (certificates 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, 3 100 certification of the participant’s withdrawal application. If an authorized person will submit and receive, you will need a notarized power of attorney and a copy of the right to submit and receive documents + 2,400 rubles. for a power of attorney.

Third step: Submitting documents to the tax office

It is necessary to go to the registering tax authority (in Moscow this is Federal Tax Service No. 46, which is located at the address: Moscow, Pokhodny Proezd, building 3, building 2. Tushino District), receive a coupon in the electronic queue and submit the prepared documents for registration of changes .

To register changes to the tax office you must submit:

A copy of the statement of withdrawal of participants certified by a notary;

Minutes of an extraordinary general meeting of participants or a decision on the distribution of the company’s share;

Application in form No. P14001, certified by a notary.

After submitting documents for registration, we will receive a receipt confirming the acceptance of documents; after five days, according to the receipt, you must receive the finished documents.

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

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

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

Self-care

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

Voluntarily.
Without agreement.

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

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

His share may be:

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

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

Involuntary departure

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

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

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

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

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

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

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

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