Change of founder - what documents are needed at the tax office? How to change the founder in an LLC with a single founder

A change of founder in an LLC can be accomplished without the involvement of specialized law firms. This process occurs at the request of the founder and by decision of the company's participants. In accordance with the norms of current legislation, there are several ways to change the composition of an LLC.

The step-by-step instructions for changing the founder of an LLC in 2019 proposed in this material should help our readers in this matter.

Who can leave an LLC?

Any of the founders has the right to leave the company. In this case, the following conditions must be observed:

  • the participant's desire to leave;
  • the presence of such a possibility in the constituent documents (Article 26 of Federal Law No. 14 “On Limited Liability Companies” and Article 94 of the Civil Code of the Russian Federation).

Please note that the law states that any of the founders of an LLC has the right to leave the company, but there may be restrictions in the Charter. For example, when creating a society, the participants agreed that during the first year of its existence they would not leave it. Thus, none of the participants has the right to claim their share during this period of time.

How to formalize the withdrawal of a participant from an LLC?

If there are no restrictions in the LLC’s constituent documents, the participant can leave the company at any time.

The procedure for the withdrawal of a participant from the LLC is as follows:

1. An application for resignation is drawn up and submitted to the general director.
2. The accountant calculates the amount of the retiring participant’s share (it must be paid no later than 3 months). The interest due to the participant can be returned with property (according to clause 6.1, article 23 of Federal Law No. 14).
3. At the meeting, shares are redistributed between participants.
4. Changes are made to the statutory documents.
5. Changes due to the participant’s withdrawal are registered (but no later than a month later).

To withdraw from an LLC, the consent of other members of the company is not required, unless otherwise contained in the Charter.

When changing the founder of a limited liability company, the procedure will be different.

Step-by-step instructions for a participant's exit from an LLC.

How to change the composition of an LLC?

There are different ways to change the founder of an LLC. In each case, the step-by-step instructions for changing the LLC founder in 2019 will be different. There are the following options for changing the founder of an LLC:

  • when a participant leaves, his interest in the capital is transferred to the LLC and sold to a third party (or redistributed among the remaining participants of the company);
  • the retired participant sells (donates or bequeaths) his share to a third party;
  • a new participant appears, and the previous founder leaves the LLC;
  • The authorized capital is increased due to the fact that a new participant is part of the LLC.

What to do with the share?

Each of the LLC participants has the right to sell their share, unless otherwise stated in the Charter. As a result of a successful transaction, the founders of the company change.

If an LLC participant decides to sell his share, he proceeds as follows:

1. Notifies the other participants of the company about the sale of his part in writing. Moreover, each member of the LLC has a preemptive right to purchase a share.
2. If the participants refuse to purchase a share, a certified waiver of the preemptive right to purchase the participant’s share is drawn up.
3. If the participant who is selling his share is legally married, then it is necessary to obtain the consent of the spouse to sell the share. The buyer will be required to provide the same documents.
4. The seller and buyer turn to the notary with a package of documents. The seller provides constituent documents that confirm his right to a share of the authorized capital of the LLC.
5. A notary certifies the sale and purchase transaction of a share. Within three days, he sends a notification to the registration authority with a request to make changes to the Unified State Register of Legal Entities.

A participant can sell his share in the authorized capital only if it is paid in full. If the share is not fully paid, then a certain percentage of the share can be sold. Alternatively, the transaction can be carried out after full payment of the cost of the share.

In a situation where a participant sells a share to one of the LLC members, notarization is not required.

Initially, the new founder must be introduced into the LLC. He must contribute his own funds to the authorized capital. The amount of the authorized capital thus increases. At the next stage, the founder who wishes to leave the LLC is withdrawn. He transfers his share. The LLC must then pay the value of its share due to it.

Upon completion of the share purchase and sale procedure, a meeting of the founders is organized. During the meeting, a Protocol is drawn up on amendments to the Charter, which must be registered.

Entering a new participant

The legislation of the Russian Federation allows an LLC to have one participant who cannot leave the company. What to do in this case?

The owner is selling the business. In this case, the procedure has much in common with the procedure described above. You must draw up a purchase and sale agreement with a notary. The owner transfers his enterprise free of charge. The transaction is notarized. In addition, a decision of the sole founder to change the founder is drawn up.

When adding a new participant to an LLC, the following procedure is followed:

1. The participant submits an application addressed to the general director and indicates the size of the future share.
2. A decision is made to accept a new member of the LLC and increase the authorized capital of the company.
3. The new participant contributes the required amount to the LLC.
4. All changes are made to the constituent documents of the company, after which they are submitted to the state. registration.
5. Within three days after registration the following is submitted to the tax office:

  • charter of the company (as amended);
  • decision to change the composition of the LLC;
  • new Extract from the Unified State Register of Legal Entities;
  • documents confirming the existence of a legal entity;
  • notarized application form P14001;
  • receipt of payment of state duty. The fee in 2019 is 800 rubles.

Now the LLC already has two participants. One founder can leave the company after completing the exit procedure.

When changing the participants of an LLC, it is necessary to make appropriate changes to the charter documents, register and submit to the tax office.

Dismissal of a manager and his withdrawal from the LLC

Very often, one of the founders of an LLC serves as a manager. But it may happen that this person wants to leave the society, which means he must be fired according to the law. Let's look at how a change of CEO occurs.

The procedure goes like this:

1. The participant submits an application to leave the LLC, and the manager submits an application for dismissal - the same person draws up these two documents.
2. The new manager writes a job application (the process of introducing a new participant into the LLC is discussed above).
3. A general meeting is held at which a decision is made to change directors. No changes are made to the constituent documents.
4. Within three days, the following package of documents is submitted to the registration authority: copies of passports of managers and their Taxpayer Identification Number (related to the LLC); copies of constituent and registration documents; extract from the Unified State Register of Legal Entities; application in form P14001; application in form P13001; minutes of the meeting.
5. An inventory is taken, and the old manager transfers the affairs to the new head of the LLC.
6. The dismissal order is issued by an employee of the HR department. A corresponding entry is made in the work book of the former manager.
7. A new contract is concluded with the general director.

A notice of changes to the LLC should also be sent to the bank.

Changes when changing the LLC founder from 2019

On July 29, 2018, Law No. 234-FZ was adopted. The law provides for an exemption from paying fees when making changes to the registration documents of a limited liability company. Thus, if documents are sent to the tax authority in electronic form, then no fee is charged for registration actions, in particular for changes made to the LLC Charter.

Step-by-step instructions for changing LLC founders in 2019, including all the latest changes in legislation. Changing the founders of an LLC with step-by-step instructions will be useful both for self-registration of changes and for general familiarization with the procedure for changing company participants.

How to change the founders of an LLC

You can change the composition of the company's participants in two ways:

  • Sell ​​your share to a third party through a purchase and sale agreement, with mandatory notarization. A notarized sale and purchase has several advantages over another method: it is a change of owner and share from the moment of notarization of the agreement, the deadline for registering changes with the tax office is 5 business days from the date of filing the documents. But the cost of this method makes it not acceptable, because... in addition to paying for legal services, notarization of the registration application and notarized power of attorney, the applicant must pay for the purchase and sale agreement. The cost of a notary agreement in Moscow per participant: 25 - 35 thousand rubles, plus a change of general director - 7 thousand rubles.
  • Changing the company's participants using an alternative method, by introducing a new participant with an increase in the authorized capital and withdrawing the old participant with the distribution of his share. This method is the most common and economical, because The method is simple and there is no need to pay for a notary purchase and sale.

Changing founders step by step

The first stage of changing the composition of founders is the introduction of a new participant into the LLC with an increase in the authorized capital.

First step : Preparation of documents

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

  • Application for acceptance of new members. A future member of the company must write an application addressed to the general director about his acceptance as a member of the founders of the LLC. This statement must reflect the size of the share that the new participant wishes to have, as well as the amount that he will contribute to the authorized capital of the company.
  • Minutes of an extraordinary general meeting of participants or a decision to increase the authorized capital. Please note that in the first stage, when a new participant is introduced, a new version of the charter is created, therefore, with the replacement of the charter, you can combine a change of legal address, change the general director, change the occupancy codes, bring the charter into compliance, and indicate a shortened legal address. We also reflect all actions in the protocol or decision. The founders' shares can be indicated both as percentages and fractions; to simplify the calculation of shares, indicate the shares in fractions. Please note that since 2017, the protocol and the decision of the sole participant to increase the authorized capital are subject to mandatory notarization.
  • Develop a new edition of the charter (2 copies) or create a list of changes to the current charter. The new edition will reflect the new amount of the authorized capital, as well as all your changes that you decide to make.
  • Prepare and fill out an application according to form No. P13001. The statement also reflects everything that we wanted to change.
  • Prepare a document certifying payment of the share of the authorized capital of the new founder. This can be a bank certificate confirming payment for the capital account, or a cash receipt order for depositing the capital account into the company's cash desk. Within 3 working days after payment of the Criminal Code, it is necessary to have the documents certified by a notary and submit for registration to the tax office
  • Receipt of payment of the state fee for registration of changes. Currently, the state duty is 800 rubles. You can pay through a Sberbank branch, or at the tax office when submitting documents at the terminal, which will be faster and more convenient.

Second step:

Any registration of changes will require notarization of registration documents. The applicant will always be the current general director of the company; in the event of a simultaneous change of general director, the applicant will be the new director, and all current members of the company will also be required, because in 2019, the decision or protocol when increasing is required to be notarized.

Before visiting the notary, you will need to sign all prepared documents by all current and new members of the company, prepare a folder with documents, the notary will require a complete set of documents for the company, including newly created documents, as well as your constituent documents.

It is also necessary to take into account the fact that most notaries require a current extract from the Unified State Register of Legal Entities, so you will need to order it from the territorial tax office (the state fee for an urgent extract is 400 rubles, issued the next day from the date of filing the application).

The notary must certify the signature of the applicant (general director) on the application in form No. P13001, if a proxy will submit and receive, then a notarized power of attorney and a copy of the right to submit and receive documents will be required. Average cost of notary services: RUB 1,700. for certification of the form + 2,400 rubles. power of attorney (for submitting and receiving documents without your participation), 1,500 rubles for certification of the decision.

If there are two or more founders in the company, then the protocol on increasing the authorized capital will need to be notarized; the average cost is 8,500 rubles and will require the presence of all participants in the company.

Third step : Submitting documents to the tax office

Next, you need to go to the registration authority, pay the state fee at the terminal, if you have not paid in advance, receive a coupon in the electronic queue and submit the prepared documents for registration of changes. Registration of companies and changes in Moscow is carried out by the Federal Tax Service No. 46, which is located at the address: Moscow, Pokhodny Proezd, building 3, building 2. (Tushino District).

Submitting documents yourself is not a quick process; on average, it will take you about three hours.

After submitting documents for registration of changes, the inspector will give you a Receipt for Acceptance of Documents, which will indicate the date of receipt of the completed registration documents.

Fourth step: Receiving ready documents

On the sixth working day from the date of submission of documents, you must come to the tax office with a receipt and receive the completed documents.

At the tax office you will receive:

  • Unified State Register of Legal Entities;
  • A new version of the charter (1 copy), certified and marked by the registering authority.

At this point, the first stage “Entering a new participant” is completed.

Fifth 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 statement must reflect the size of the share of the authorized capital that will be transferred to the company. Please note that the participant’s withdrawal application must be notarized.
  • 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.
  • Prepare and fill out an application according to form No. P14001. Please note that when submitting form No. P14001, the state fee is not paid. A new edition of the charter is not required in this case, because all changes to the charter have been made.

Sixth step: Certification of documents by a notary

The sixth step fully corresponds to the second step from the first stage. The applicant is also the general director; all documents of the company will be required.

The cost of notary services is: 1,700 rubles. for certification of the form + 3,100 rub. for certification of the participant’s withdrawal application.

The owner of an LLC or several owners of a business entity, in some cases, may need to exit the business. Let's study what legal mechanisms there are for this.

A change of founders in an LLC can be carried out within the framework of 2 main legal mechanisms:

  1. alienation (sale) of the share of the current founder (founders) in the authorized capital of the company;
  2. exit of one of the founders (several founders) from the Company.

In both cases you may experience:

  • redistribution of shares in the ownership of a business company among the remaining participants;
  • entry of new people into the business.

Actually, both of these procedures will reflect the fact of a change of owners of the Company.

It is worth noting that it is impossible for the sole founder to leave the LLC. The only option for him to exit the business is to alienate his share in the manner prescribed by law (different options are possible here, and we will consider them later in the article).

Let us study how the two legal mechanisms noted at the beginning of the article can be implemented in practice.

Change of LLC owners: alienation of a share in the business

The procedure for alienating a share in a business may consist of:

  • in the sale by the current owner of the company of the corresponding share;
  • in transferring a share to another person free of charge.

Both transactions (purchase and sale, donation) must be notarized. The role of a notary in its implementation, as a rule, is not limited to just certifying documents. He, in the manner prescribed by law, transmits information about the transaction to the Federal Tax Service, which subsequently makes changes to the Unified State Register of Legal Entities stating that such and such LLC has changed its owner (sole or one of several).

Nowadays, a scheme in which notaries interact with the Federal Tax Service via the Internet, using electronic document management systems, is becoming increasingly common. Therefore, informing the tax department about changes in the composition of LLC owners can be done extremely quickly. In turn, the Federal Tax Service, having received the necessary information from the notary, makes changes to the Unified State Register of Legal Entities within 5 days.

When using a scheme for the alienation of a share in an LLC, entrepreneurs should keep in mind that:

  1. Concluding an agreement on the alienation of a share in an LLC will require the simultaneous presence of both parties to the transaction in the notary’s office.
  2. If a purchase and sale transaction of a share in a business is carried out, then at the time of its certification by a notary, the corresponding share must be paid by the buyer. The notary has the right to request from the buyer documents confirming payment.
  3. When selling a share in an LLC, the preemptive right to buy it is established by law for other members of the Company (regardless of the desire of the seller, who might want to sell the share to a specific buyer).

At the same time, an entrepreneur intending to sell a share in a business company is obliged to notify the co-owners of the business about this through an offer, which is also certified by a notary. The offer reflects the cost of the transaction and its other conditions.

Business co-owners can exercise their right to buy out a share in the business within 30 days after receiving the offer. In addition, the refusal to repurchase a share in an LLC is also subject to notarization.

  1. The charter of an LLC may stipulate special conditions for the purchase and sale of shares in the business.

For example, the document may refer to the prohibition of the alienation of shares in the company by one or another participant, without the consent of the other co-founders. There are often cases when the charters of an LLC contain language that directly prohibits the owners of shares in the authorized capital of the company from selling them or donating them to anyone.

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Change of LLC owners: exit of the founder from the business

The next mechanism for changing the owners of an LLC involves the exit of one of its current participants from the business. In this case, this output may be accompanied by:

  • the emergence of new owners of the company, who thus enter the business by purchasing the released share in the authorized capital (or part of it);
  • if new participants do not appear - by redistributing shares in the authorized capital between the remaining participants (and the company as an independent entity, if it is vested with such powers).

The scenario in which, after one of the owners of the company leaves the business, a third party buys a share in the authorized capital, involves the following procedures being carried out by the participants in corporate relations:

  • an applicant for a share in an LLC - payment for a share in the authorized capital (less than or equal to that which was released upon the exit of the previous co-founder);
  • current owners - registration in the prescribed manner of increasing the size of the authorized capital of the LLC.

Again, the company’s charter should not contain prohibitions on increasing the authorized capital through investments from third parties. This procedure must be strictly regulated. It is necessary that it include a documentary reflection of the third party’s intention to buy the released share in the authorized capital of the company. Such an intention may be recorded, for example, in a statement drawn up in the form approved by the charter.

Increasing the authorized capital of a company through third-party investments is a procedure that requires approval from the current members of the Company. They must issue a separate decision in the context of accepting such investments. This decision is subject to notarization.

If the change of owners of an LLC is accompanied only by the exit of one of the existing participants, then the actions of the participants in corporate legal relations will be as follows:

  • an LLC participant who wishes to leave the business sends an application to his colleagues, which must be notarized;
  • in accordance with the established procedure, the transfer of the share of the citizen who left the business in favor of the company is formalized.

Consent from other business participants for the exit of one of the LLC owners is generally not required. Subsequently, the share in the authorized capital of the company, which is transferred to the company, can be redistributed:

  • proportionally among the remaining owners;
  • in another way - by agreement between the owners.

If the charter allows, then the share in the authorized capital transferred to the Company may be sold by the current owners to third parties.

The procedure for the exit of one of the existing owners of an LLC from business and the subsequent registration of ownership of his share can be combined into one legal action. This is convenient from the point of view of transferring to the Federal Tax Service in the prescribed manner information about the change of owners in a business company.

The withdrawal of a participant from the LLC may be prohibited by the charter. How to change founders in an LLC in this case? There is only one option - changing the charter. Therefore, if one of the current owners still insists on releasing his share in the authorized capital, then, with the consent of his colleagues, adjustments are made to the main constituent document of the company. After their approval, the owner has the opportunity to exit the business.

How does a change of ownership occur in an LLC with a single founder?

Separately, we should consider the specifics of changing the owners of an LLC, if at the time of this change the company has one owner.

As we noted at the beginning of the article, the sole founder of a business company does not have the right to leave the business. Among the methods of alienation of a share that are available to him are sale or donation. It is noteworthy that when selling a share in a business to a close relative, a person does not have to pay personal income tax on the income received.

But there is another legal mechanism within which the sole founder of an LLC can be changed. It involves the exit of a participant from the business upon the preliminary purchase of the share of the sole founder by a third party (or several entrepreneurs).

This procedure will consist of the following main actions of participants in corporate legal relations:

  1. Directions by the investor, with whom the sole founder has agreed, of a statement of his desire to buy out the founder’s share in the LLC.
  2. Decisions made by the current founder:
  • on increasing the size of the authorized capital;
  • on the admission of the applicant to the company, subject to his making a contribution to the authorized capital (in fact, a decision to change the founder of the LLC).
  • on adjusting the charter of the LLC (for information on the volume of the authorized capital);
  • on establishing the nominal price of the share purchased by the investor;
  • about a change in the share of the current business owner.
  1. Making a contribution by an investor, with whom the sole founder has agreed, to the authorized capital of the company.
  2. Submissions to the Federal Tax Service by the general director of the company (by the way, a citizen who has left the LLC may also remain the same):
  • applications for registration of a change of owner of an LLC;
  • decisions of the founder to amend the charter;
  • updated charter;
  • document confirming payment of state duty.

As soon as the registration of changes in the composition of LLC participants with the Federal Tax Service is completed, the investor becomes the main owner of the business. The former founder will be able to leave the company without violating the legal requirement that the sole owner does not have the right to withdraw from the authorized capital of the LLC. For these purposes, he will also need to send to the Federal Tax Service:

  • application for change of owners in the prescribed form;
  • documents certifying the redistribution of shares in the authorized capital of the LLC.

Upon completion of registration of these documents, the citizen fully exits the business. His former company will be managed by a different owner.

A limited liability company can have from one to fifty founders. Unlike the individual entrepreneur format, the legal form of an LLC allows you to change the composition of participants without terminating the activities of the company.

A change of founders in an LLC can occur in different ways:

  • on the basis of a transaction (sale and purchase agreements, donations, exchanges, compensation agreements);
  • on the basis of succession (transfer of shares to heirs or legal successors);
  • based on the application of a new participant;
  • for other reasons (withdrawal or exclusion of a participant).

In all cases, when a founder changes, one (several) owners of the company exit and/or one (several) new partners enter. Each method of changing the founder of an LLC has its own characteristics, so we will consider them in more detail.

Alienation of share

When the founder changes, the result is a transfer of ownership. Depending on who becomes the new owner of the share, the procedure for registering the sale will be different.

1.By way of preemptive right. The law grants the preemptive right to purchase a share to existing members of the company. In addition, the company itself may have such a right if this provision is spelled out in the charter.

The participant must send an offer to buy the share to the other owners and the manager. The company and participants have 30 days to accept the proposal and express consent (the charter may provide for a different deadline for sending acceptance). If consent has not been obtained, the priority right is lost.

2. Sale of a share to a third party. If the participants or the company refuse to purchase the share, it may be offered to a third party. Moreover, the sale price of the share cannot be lower than that stated in the offer to participants within the framework of the preemptive right.

As for transactions of donation or exchange of shares, as well as compensation agreements, here it is necessary to check the charter for the presence of prohibitions and restrictions. For example, if the acquirer of the share is an existing participant, then the charter may contain a ban on changing the ratio of shares or limit their size. If a third party is assumed to be the new owner of the share, then the charter may directly prohibit the alienation of the share or require consent to this from the participants or the company itself.

With some exceptions, transactions involving the alienation of a share in an LLC are certified by a notary. He is also obliged to send it to the tax office within two working days from the date of certification of the transaction.

Inheritance of a share

The opportunity to become a member of an LLC through inheritance is allowed in two cases:

  1. inheritance of a share is not prohibited by the charter;
  2. the consent of other participants to transfer the share to the heirs has been obtained (if obtaining consent is provided for by the charter).

If the charter does not prohibit inheritance of a share, then it is considered to belong to the heir from the date of opening of the inheritance. First of all, the heir must contact a notary and obtain a certificate of right to inheritance. In addition, you must notify the company in writing of your inclusion in the membership. Next, the heir submits form P14001 and a certificate of inheritance to the tax office.

In the second case, when the charter provides for obtaining the consent of the participants, the procedure will be different. After receiving the certificate of inheritance, the heir must contact the LLC in writing with a request for the consent of all participants to transfer the share to him. After receiving the application, the participants must, within 30 days, send a written response to the heir regarding their consent to accept the heir as a participant or their refusal to do so.

Ignoring the heir’s appeal (silence) or being late with the refusal in accordance with Article 21 of the Law “On LLC” is interpreted as the consent of the participants. However, the provisions of this article do not apply if the charter regulates obtaining consent to inherit a share in a different manner. In any case, in order to avoid possible legal disputes, it is better to obtain the written unequivocal consent of the participants.

Within three days from the date of receipt of consent, the heir must submit form P14001, a certificate of inheritance and the consent itself to the Federal Tax Service. As soon as changes are made to the Unified State Register of Legal Entities, the heir becomes a full-fledged participant in the company.

If the charter prohibits the transfer of the share to the heirs or other participants have not given their consent, then the LLC is obliged to pay the heirs the actual value of the share.

Entering a new participant

The introduction of a new LLC founder occurs on the basis of his application, and only on the condition that the charter does not prohibit an increase in the capital capital at the expense of contributions from third parties. In the application, the future partner indicates the size of the share in the authorized capital that he would like to have in the LLC, the procedure and deadline for making the contribution.

On the issue of admitting a third party to the company, an extraordinary meeting is convened, following which a protocol is drawn up. In this case, all issues on the agenda (on increasing the authorized capital; on accepting a new participant; on changing the size of shares of participants) must be adopted unanimously. If the company has one owner, then instead of a protocol, the decision of the sole founder is drawn up.

In 2018, a new participant must make a contribution to the authorized capital within six months after the meeting. Within a month after making a contribution to the Criminal Code, the following documents are submitted to the Federal Tax Service:

  • a notarized statement and minutes of the general meeting (decision of the sole participant);
  • confirmation of payment of the duty (800 rubles);
  • documents on making a contribution to the management company;
  • the charter in a new edition or an amendment to it.

Participant exit

The withdrawal of a participant from the company means the termination of his participation in the business. The option to withdraw from membership must be expressly stated in the company's articles of association. The consent of other participants to exit is not required.

Changing the sole founder of an LLC in this way is impossible, which is natural, since the company cannot remain without participants at all. In addition, all participants cannot leave the company at the same time. A direct ban on exit in these situations is established by Article 26 of the Law “On Limited Liability Companies”.

If a participant leaves, the founder of the LLC does not always change, because it may turn out that no one new will join the company. That is, there will be fewer participants, and their shares in the authorized capital will be redistributed.

The participant must indicate his intention to leave the business in a notarized statement addressed to the head of the organization. The same document states a request for payment of the actual value of the share (the maximum payment period is three months).

Within a month from the date of receipt of the application, the tax office must be informed about the exit of the LLC founder. The list of documents depends on whether by this time the share of the retired participant has been redistributed or not.

If the share of a retired participant transferred to the LLC is distributed or sold within a month, then the following is submitted to the Federal Tax Service:

  • notarized form P14001, which reflects two facts at once: the withdrawal of the participant and the distribution or sale of the share;
  • resignation letter;
  • decision or minutes of the general meeting of participants.

If the remaining participants do not plan to distribute or sell the share, then it must be repaid. In this case, the document submission procedure takes place in two stages, which we described in detail in.

Participant exclusion

A participant can be excluded from society against his consent only for compelling reasons. In this case, a change of founder in an LLC is allowed only on the basis of a court decision.

The company must prove that the participant, through his actions or inaction, harms business activities. For example, this could be a deliberate avoidance of participation in general meetings, due to which the LLC cannot agree on important issues. This also includes forgery of documents, collusion with competitors, provision of false information, which significantly worsened the company’s business reputation, etc.

Only partners with a share of more than 10% in the authorized capital have the right to file a claim for the exclusion of an unscrupulous participant. If the court accepts the plaintiff’s arguments, then an application in form P14001 and a court decision on exclusion are submitted to the Federal Tax Service, which comes into force. As in the case of leaving an LLC, the share of the expelled participant passes to the company, and its actual value is paid to the former partner.

Considering that it is necessary to declare a change of founder in an LLC in different ways, step-by-step instructions that would be suitable for all situations are impossible. If you need help formalizing the founder’s decision to change and submit documents to the Federal Tax Service, we recommend contacting (the service is currently only available in Moscow).