home / Business from scratch/ The share of the company is transferred to a new participant. The procedure for distributing the company's share among the participants. Free transfer of a share and taxation of the company and the remaining participants upon transfer of a share

The share of the company passes to a new participant. The procedure for distributing the company's share among the participants. Free transfer of a share and taxation of the company and the remaining participants upon transfer of a share

Article 21

1. The transfer of a share or part of a share in the authorized capital of a company to one or more participants in this company or to third parties is carried out on the basis of a transaction, by way of succession or on another legal basis.

2. A participant in a company has the right to sell or otherwise alienate his share or part of a share in the authorized capital of the company to one or more participants in this company. The consent of other participants in the company or company to make such a transaction is not required, unless otherwise provided by the charter of the company.

The sale or alienation in any other way of a share or part of a share in the charter capital of a company to third parties is allowed in compliance with the requirements provided for by this Federal Law, unless this is prohibited by the company's charter.

3. The share of a participant in the company may be alienated before its full payment only in the part in which it is paid.

4. Members of the company shall enjoy the pre-emptive right to purchase a share or part of a share of a member of the company at an offer price to a third party or at a price different from the offer price to a third party and predetermined by the charter of the company (hereinafter referred to as the price predetermined by the charter) in proportion to the size of their shares, unless the charter of the company a different procedure for exercising the pre-emptive right to purchase a share or part of a share is provided.

The company's charter may provide for the company's preemptive right to purchase a share or part of a share owned by a member of the company at the offer price to a third party or at a price predetermined by the charter, if other members of the company have not exercised their preemptive right to purchase a share or part of the share of a company's member. At the same time, the exercise by the company of the pre-emptive right to purchase a share or part of a share at a price predetermined by the charter is allowed only on condition that the purchase price by the company of a share or part of a share is not lower than the price established for the participants of the company.

The purchase price of a share or part of a share in the authorized capital may be set by the company's charter in a fixed amount of money or on the basis of one of the criteria determining the value of the share (the value of the company's net assets, the book value of the company's assets as of the last reporting date, net profit society and others). The purchase price of a share or part of a share predetermined by the charter must be the same for all participants in the company, regardless of the ownership of such a share or such part of a share in the authorized capital of the company.

Provisions establishing the pre-emptive right to purchase a share or part of a share in the authorized capital by the company's participants or the company at a price predetermined by the charter, including changing the amount of such a price or the procedure for determining it, may be provided for by the company's charter upon its establishment or when amending the company's charter by decision general meeting members of the company, adopted by all members of the company unanimously. The exclusion from the charter of the company of provisions establishing the pre-emptive right to purchase a share or part of a share in the authorized capital of the company at a price predetermined by the charter is carried out by a decision of the general meeting of participants in the company, adopted by two-thirds of the votes of total number votes of the members of the society.

The charter of the company may provide for the possibility of the participants of the company or the company to exercise the pre-emptive right to purchase not the entire share or not the entire part of the share in the authorized capital of the company offered for sale. In this case, the remaining share or part of the share may be sold to a third party after partial exercise of the said right by the company or its participants at a price and on terms that were communicated to the company and its participants, or at a price not lower than the price predetermined by the charter. Provisions establishing such a possibility may be provided for by the charter of the company upon its establishment or when amendments are made to the charter of the company by decision of the general meeting of participants in the company, adopted by all participants of the company unanimously. The exclusion from the charter of the company of these provisions is carried out by decision of the general meeting of participants in the company, adopted by two-thirds of the votes of the total number of participants in the company.

The charter of the company may provide for the possibility of offering a share or part of a share in the authorized capital of the company to all participants in the company disproportionately to the size of their shares. Provisions establishing the procedure for exercising by the company's participants the pre-emptive right to purchase a share or part of a share in the authorized capital of the company disproportionately to the size of the shares of the company's participants may be provided for by the company's charter upon its establishment or when amending the company's charter by decision of the general meeting of the company's participants adopted by all the company's participants unanimously. The exclusion from the charter of the company of these provisions is carried out by a decision of the general meeting of participants in the company, adopted by a majority of at least two-thirds of the votes of the total number of votes of the participants in the company, if the need for a larger number of votes for making such a decision is not provided for by the charter of the company.

The charter of a company may not provide for the simultaneous granting of a pre-emptive right to purchase a share or part of a share of a company member at the offer price to a third party and a pre-emptive right to purchase a share or part of a share of a company member at a price predetermined by the charter. Establishing a pre-emptive right to purchase at a price predetermined by the charter in relation to an individual member of the company or a separate share or a separate part of a share in the authorized capital of the company is not allowed.

The assignment of the said pre-emptive rights to purchase a share or part of a share in the charter capital of the company is not allowed.

5. A member of the company who intends to sell his share or part of the share in the authorized capital of the company to a third party is obliged to notify in writing the other members of the company and the company itself by sending through the company at his own expense an offer addressed to these persons and containing an indication of the price and other terms of sale. An offer to sell a share or part of a share in the authorized capital of the company is considered received by all participants in the company at the time it is received by the company. At the same time, it may be accepted by a person who is a member of the company at the time of acceptance, as well as by the company in cases provided for by this Federal Law. An offer shall be considered not received if, no later than the day of its receipt by the company, the participant of the company received a notice of its withdrawal. Revocation of an offer for the sale of a share or part of a share after it has been received by the company is allowed only with the consent of all the participants in the company, unless otherwise provided by the charter of the company.

The participants of the company have the right to use the pre-emptive right to purchase a share or part of a share in the authorized capital of the company within thirty days from the date of receipt of the offer by the company. The charter may provide for a longer period for the use of the pre-emptive right to purchase a share or part of a share in the authorized capital of the company.

If the charter of the company provides for the pre-emptive right to purchase a share or part of a share by the company, it must establish the terms for the use of the pre-emptive right to purchase a share or part of a share by the participants in the company and the company.

If individual members of the company refuse to use the pre-emptive right to purchase a share or part of a share in the authorized capital of the company or use their pre-emptive right to purchase not the entire share offered for sale or not the entire part of the share offered for sale, other participants in the company may exercise the pre-emptive right to purchase a share or part of the share in the authorized capital of the company in the relevant part in proportion to the size of their shares within the remaining part of the period for which they exercise their pre-emptive right to purchase a share or part of a share, unless otherwise provided by the company's charter.

6. The pre-emptive right to purchase a share or part of a share in the charter capital of the company from a participant and, if the company's charter provides, the pre-emptive right to purchase by the company a share or part of a share from the company shall terminate on the day:

submission of a written application for refusal to use this pre-emptive right in the manner prescribed by this paragraph;

expiration of the period of use of this pre-emptive right.

Applications of the company's participants to refuse to use the pre-emptive right to purchase a share or part of a share must be received by the company before the expiration of the period for exercising the said pre-emptive right established in accordance with paragraph 5 of this article. The company's statement on the refusal to use the pre-emptive right provided for by the charter to purchase a share or part of a share in the authorized capital of the company is submitted within the time period established by the charter to the company participant who sent the offer to sell the share or part of the share, the sole executive body company, if the solution of this issue is not assigned by the charter of the company to the competence of another body of the company.

The authenticity of the signature on the application of a member of the company or the company on the refusal to use the pre-emptive right to purchase a share or part of a share in the authorized capital of the company must be certified by a notary.

7. In the event that within thirty days from the date of receipt of the offer by the company, provided that a longer period is not provided for by the charter of the company, the participants in the company or the company do not use the pre-emptive right to purchase a share or part of a share in the authorized capital of the company offered for sale, in including those resulting from the use of the pre-emptive right to purchase not the entire share or not the entire part of the share, or the refusal of individual participants in the company and the company from the pre-emptive right to purchase a share or part of a share in the authorized capital of the company, the remaining share or part of the share may be sold to a third party at a price, which is not lower than the price established in the offer for the company and its participants, and on the terms that were communicated to the company and its participants, or at a price that is not lower than the price predetermined by the charter. If the predetermined price for the purchase of a share or part of a share by the company differs from the predetermined price for the purchase of a share or part of a share by members of the company, the share or part of the share in the authorized capital of the company may be sold to a third party at a price that is not lower than the predetermined purchase price of the share or part of the share of the company.

8. Shares in the authorized capital of the company are transferred to the heirs of citizens and successors legal entities who were members of the company, unless otherwise provided by the charter of the company with limited liability. The charter of the company may provide that the transfer of a share in the authorized capital of the company to the heirs and successors of legal entities that were participants in the company, the transfer of a share that belonged to a liquidated legal entity, its founders (participants) who have rights in rem to its property or rights of obligation in relation to this legal entity are allowed only with the consent of the other participants of the company. The charter of the company may provide for a different procedure for obtaining the consent of the company's participants to the transfer of a share or part of a share in the authorized capital of the company to third parties, depending on the grounds for such a transfer.

Before the heir of the deceased participant of the company accepts the inheritance, the management of his share in the authorized capital of the company is carried out in the manner prescribed Civil Code Russian Federation.

9. When selling a share or part of a share in the authorized capital of a company at a public auction, the rights and obligations of a company participant in respect of such a share or part of a share are transferred with the consent of the company's participants.

10. If this Federal Law and (or) the charter of the company provides for the need to obtain the consent of the company's participants to the transfer of a share or part of the share in the authorized capital of the company to a third party, such consent is considered received provided that all participants in the company within thirty days or another period specified by the charter from the date of receipt of the relevant request or offer by the company, written statements of consent to the alienation of a share or part of a share on the basis of a transaction or to the transfer of a share or part of a share to a third party on another basis or within the specified period are submitted to the company written statements on refusal to give consent to the alienation or transfer of a share or part of a share are not submitted.

If the company's charter provides for the need to obtain the company's consent to the alienation of a share or part of a share in the authorized capital of the company to the company's participants or third parties, such consent is considered to be received by the company's participant alienating the share or part of the share, provided that within thirty days from the date of appeal to the company or within another period determined by the charter of the company, he received the consent of the company, expressed in writing, or the company did not receive a refusal to give consent to the alienation of a share or part of a share, expressed in writing.

11. A transaction aimed at alienating a share or part of a share in the authorized capital of a company is subject to notarization. Failure to comply with the notarial form entails the invalidity of this transaction.

Notarial certification of this transaction is not required in cases of transfer of a share to the company in the manner prescribed by Articles 23 and 26 of this federal law, distribution of a share between the participants of the company and sale of a share to all or some participants of the company or third parties in accordance with Article 24 of this Federal Law, as well as when using the pre-emptive right to purchase by sending an offer to sell a share or part of a share and its acceptance in accordance with paragraphs 5 - 7 of this article.

If a member of a company who has entered into an agreement that establishes an obligation to conclude, in the event of certain circumstances or the performance by the other party of a counter obligation, a transaction aimed at alienating a share or part of a share in the authorized capital of the company, unlawfully evades notarization of a transaction aimed at alienating a share or part of a share in the authorized capital in the capital of the company, the acquirer of a share or part of a share, who has committed actions aimed at the fulfillment of the specified agreement, has the right to demand in court that a share or part of a share in the authorized capital of the company be transferred to him. In this case, the decision of the arbitration court on the transfer of a share or part of a share in the authorized capital of the company is the basis for state registration of contributions to the unified State Register legal entities of the corresponding changes.

A transaction aimed at alienating a share or part of a share in the authorized capital of the company, in pursuance of an option to conclude an agreement, can be made by a separate notarization of an irrevocable offer (including by notarization of an agreement on granting an option to conclude an agreement), and subsequently notarization of acceptance .

An irrevocable offer is considered accepted from the moment of notarization of acceptance. After notarization of the acceptance, the notary is obliged, within two working days from the date of certification of the acceptance, to send the offeror a notice of the acceptance.

If an irrevocable offer is made under a resolutive or suspensive condition, the acceptor shall submit to the notary certifying the acceptance evidence confirming the non-occurrence or occurrence of the relevant condition.

12. A share or part of a share in the charter capital of a company shall be transferred to its acquirer from the moment an appropriate entry is made in the Unified State Register of Legal Entities, except for the cases provided for in Clause 7 of Article 23 of this Federal Law. Making an entry in the unified state register of legal entities on the transfer of a share or part of a share in the company's authorized capital in cases that do not require notarization of a transaction aimed at alienating a share or part of a share in the company's authorized capital is carried out on the basis of title documents.

The acquirer of a share or part of a share in the authorized capital of the company shall be transferred all the rights and obligations of a member of the company that arose prior to the transaction aimed at alienating the specified share or part of the share in the authorized capital of the company, or before the occurrence of another basis for its transfer, with the exception of rights and obligations, provided for, respectively, in paragraph two of clause 2 of Article 8 and paragraph two of clause 2 of Article 9 of this Federal Law. A participant in a company that has alienated its share or part of a share in the authorized capital of the company shall be liable to the company for making a contribution to the property that arose prior to the transaction aimed at alienating the said share or part of the share in the authorized capital of the company, jointly with its acquirer.

After notarization of a transaction aimed at alienating a share or part of a share in the authorized capital of a company, or in cases that do not require notarization, from the moment the relevant changes are made to the Unified State Register of Legal Entities, the transfer of a share or part of a share can only be challenged in court by bringing a claim to arbitration.

13. A notary performing notarization of a transaction aimed at alienating a share or part of a share in the authorized capital of a company checks the authority of the person alienating them to dispose of such shares or part of the share.

The authority of a person alienating a share or part of a share in the authorized capital of a company to dispose of them is confirmed by a notarized agreement on the basis of which such a share or part of a share was previously acquired by the relevant person, as well as an extract from the unified state register of legal entities containing information about the ownership of the person shares or parts of a share in the authorized capital of the company and their amount. If a person alienating a share or part of a share in the authorized capital of the company, in order to confirm the authority to dispose of such shares or part of the share, submits a duplicate of a notarized agreement, the said extract must be drawn up no earlier than ten days before the day of applying to a notary for notarization of the transaction. If a share or part of a share was received by way of succession or in other cases that do not require or previously did not require notarization, the authority of the person alienating such a share or part of a share in the authorized capital of the company to dispose of them is confirmed by a document on the transfer of the share or part of the share to in the order of succession or a document expressing the content of a transaction made in a simple written form, or when a company is created by one person by a decision sole founder(participant) on the establishment of the company, as well as an extract from the unified state register of legal entities, compiled no earlier than thirty days before the day of contacting a notary for notarization of the transaction. In the event that a share or part of a share in the authorized capital of a company is alienated by the founder of a company founded by several persons, his powers are confirmed by a notarized copy of the agreement on the establishment of the company, as well as an extract from the unified state register of legal entities, drawn up no earlier than within thirty days before the day of contacting a notary for notarization of the transaction.

A notary who performs notarial certification of a transaction aimed at alienating a share or part of a share in the authorized capital of the company shall affix on the notarized agreement, on the basis of which the alienated share or part of the share was previously acquired, a note on the transaction for the transfer of such a share or part of the share.

14. A notary who certified an agreement on the alienation of a share or part of a share in the authorized capital of a company or an acceptance of an irrevocable offer, within two working days from the date of this certification, if a longer period is not provided for by the agreement, submits to the body exercising state registration legal entities, an application for making appropriate changes to the unified state register of legal entities.

If, under the terms of an agreement aimed at the alienation of a share or part of a share in the authorized capital of a company, such a share or such part of a share passes to the acquirer with the establishment of a pledge or other encumbrances at the same time or with the preservation of the previously arisen pledge, in the application for making appropriate changes to the unified state register legal entities, the corresponding encumbrances are indicated.

The application is sent to the body carrying out the state registration of legal entities in the form electronic document signed by enhanced qualified electronic signature a notary who certified an agreement aimed at alienating a share or part of a share in the authorized capital of the company.

15. Not later than within three days from the date of notarization of the transaction aimed at alienating a share or part of a share in the authorized capital of the company, the notary who performed its notarization shall perform a notarial action to transfer to the company, alienate the share or part of the share in the authorized capital the capital of which is carried out, copies of the application provided for in paragraph 14 of this article.

By agreement of the persons making a transaction aimed at the alienation of a share or part of a share in the authorized capital of a company, the company, the alienation of a share or part of a share in the authorized capital of which is being carried out, may be notified of this by one of specified persons making a deal. In this case, the notary is not liable for failure to notify the company of the completed transaction.

16. Within three days from the date of receipt of the consent of the participants of the company, provided for in paragraphs 8 and 9 of this article, the company and the body carrying out state registration of legal entities must be notified of the transfer of a share or part of a share in the authorized capital of the company by sending an application for making the appropriate changes to the unified state register of legal entities, signed by the legal successor of the reorganized legal entity - a member of the company, or by a member of a liquidated legal entity - a member of the company, or by the owner of the property of a liquidated institution, state or municipal unitary enterprise- a member of the company, or by the heir or before the acceptance of the inheritance by the executor of the will, or by a notary, with the attachment of a document confirming the basis for the transfer of rights and obligations in the order of succession or transfer of a share or part of a share in the authorized capital of the company owned by the liquidated legal entity, its founders (participants ) having rights in rem to property or rights of obligations in relation to this legal entity.

17. If a share or part of a share in the authorized capital of a company was acquired for a fee from a person who did not have the right to alienate it, which the acquirer did not know and could not know (a bona fide purchaser), the person who lost the share or part of the share is entitled to demand recognition of rights to this share or part of the share in the authorized capital of the company with simultaneous deprivation of the right to this share or part of the share of the bona fide purchaser, provided that this share or part of the share was lost as a result of unlawful actions of third parties or otherwise beyond the will of the person who lost the share or part of the share.

If a person who has lost a share or part of a share in the authorized capital of the company refuses to satisfy the specified claim brought against a bona fide purchaser, the share or part of the share is recognized as belonging to the bona fide purchaser from the moment of notarization of the relevant transaction that served as the basis for acquiring such a share or part of the share. In the event that a share or part of a share is acquired by a bona fide purchaser at a public auction, it is recognized as belonging to a bona fide purchaser from the moment the corresponding entry is made in the unified state register of legal entities.

The claim for the recognition of the person who has lost a share or part of a share of the right to this share or part of the share and, at the same time, the deprivation of the right to this share or part of the share of a bona fide purchaser, which is provided for by this paragraph, may be filed within three years from the date when the person who has lost a share or part of a share, has learned or should have learned about the violation of his rights.

18. When selling a share or part of a share in the authorized capital of a company in violation of the preemptive right to purchase a share or part of a share, any participant or participants in the company or, if the company's charter provides for the company's preemptive right to purchase a share or part of a share, the company within three months from the date when the participant or participants of the company or the company learned or should have learned about such a violation, has the right to demand in court that the rights and obligations of the buyer be transferred to them. The arbitration court considering the case on the said claim provides other members of the company and, if the company’s charter provides for the company’s pre-emptive right to purchase a share or part of a share, the company has the opportunity to join the previously filed claim, for which, in the ruling on preparing the case for trial, it sets a time limit within during which other members of the company and the company itself, which meet the requirements of this Federal Law, may join the stated requirement. This period may not be less than two months.

If the charter of the company provides for the pre-emptive right to purchase a share or part of a share in the authorized capital of the company at a price predetermined by the charter, the person to whom the rights and obligations of the buyer are transferred shall reimburse the expenses incurred by the buyer in connection with the payment of the share or part of the share in the authorized capital company, in an amount not exceeding the purchase price of a share or part of a share predetermined by the charter. A court decision on the transfer of a share or part of a share to a company participant or company is the basis for state registration of the relevant changes made to the unified state register of legal entities.

In the event of the alienation or transfer of a share or part of a share in the authorized capital of the company on other grounds to third parties in violation of the procedure for obtaining the consent of the participants in the company or company provided for by this article, as well as in the event of a violation of the prohibition to sell or otherwise alienate a share or part of the share, the participant or the participants of the company or the company have the right to demand in court the transfer of a share or part of a share to the company within three months from the date when they learned or should have learned about such a violation. In this case, in the event of the transfer of a share or part of a share to the company, the expenses incurred by the acquirer of the share or part of the share in connection with its acquisition shall be reimbursed by the person who alienated the share or part of the share in violation of the specified procedure.

The decision of the court on the transfer of a share or part of a share to the company is the basis for the state registration of the corresponding change. Such a share or part of a share in the authorized capital of the company must be sold by the company in the manner and within the time limits established by Article 24 of this Federal Law.

Let us consider in what cases a share in its authorized capital can be transferred to a company.

Member's withdrawal from the company

The share of the expelled participant passes to the company from the date the court decision on the exclusion of the participant comes into force (subparagraph 4, paragraph 7, article 23 of the LLC Law).

The company pays him the actual value of the share. It is determined according to the financial statements for the reporting period preceding the date of entry into force of the court decision on the exclusion.

The company can give him property of the same value only with his consent (clause 4, article 23 of the LLC Law).

Refusal to transfer a share to the heirs or legal successors of a member of the company

Shares in the authorized capital of the company may be transferred to the heirs of citizens and to the successors of legal entities that were participants in the LLC, unless the charter establishes otherwise.

The charter may prohibit the transfer of a share to heirs and successors or provide for the need to obtain the consent of the participants in the company. Similar restrictions may be established for cases of transfer of a share to participants in a liquidated legal entity who have rights in rem to its property or rights of obligation in relation to this legal entity (clause 8, article 21 of the LLC Law, article 94 of the Civil Code of the Russian Federation).

If the share does not pass to the heirs (successors) - it passes to the company.

In this case, the company pays the heir (legal successor) the actual value of the share. It is determined on the basis of accounting data for the reporting period preceding the day of the death of the participant (the day the reorganization or liquidation of the legal entity is completed).

The share passes to the company from the date of receipt from any participant of the refusal to transfer the share to heirs or successors (subclause 5, clause 7, article 23 of the LLC Law).

Foreclosure on the share of the participant

Creditors of a member of the company may satisfy their claims by levying execution on the share of the member. This is possible only on the basis of a court decision and only if the other property of the participant is not enough to cover debts (clause 1, article 25 of the LLC Law).

In this case, the company may pay the creditors the actual value of the share of the participant. It is determined on the basis of financial statements for the reporting period preceding the date of filing a claim against the company to levy execution on the participant's share for its debts.

The remaining members of the company may decide to pay the cost of the share at their expense in proportion to their shares in the authorized capital.

Parts of the share that were paid by them are transferred to the company and participants (clause 6, article 23 of the LLC Law).

The share passes to the company from the date of payment by the company of its actual value (subclause 6, clause 7, article 23 of the LLC Law).

If within three months from the date of presentation of the claim by creditors, the value of the share is not paid to the creditor, the share is sold at public auction (clause 3, article 25 of the LLC Law).

In this case, the rights and obligations of the participant are transferred to the acquirer only with the consent of the participants in the company (clause 9, article 21 of the LLC Law).

If the participants do not give such consent, the acquirer shall be paid real value shares. It is determined on the basis of financial statements for the reporting period preceding the day of acquisition of a share at a public auction.

The company can give him property of the same value only with his consent (clause 5, article 23 of the LLC Law).

The share passes to the company from the date of receipt from any participant of the refusal to transfer the share to the acquirer (subclause 5, clause 7, article 23 of the LLC Law).

3. The share of a participant in the company may be alienated before its full payment only in the part in which it is paid.

ConsultantPlus: note.

The pre-emptive right does not apply when acquiring bank shares in the cases specified in the law.

The purchase price of a share or part of a share in the authorized capital may be set by the charter of the company in a fixed amount of money or on the basis of one of the criteria that determine the value of the share (the value of the company's net assets, the book value of the company's assets as of the last reporting date, the company's net profit, and others). The purchase price of a share or part of a share predetermined by the charter must be the same for all participants in the company, regardless of the ownership of such a share or such part of a share in the authorized capital of the company.

Provisions establishing the pre-emptive right to purchase a share or part of a share in the authorized capital by the company's participants or the company at a price predetermined by the charter, including changing the amount of such a price or the procedure for determining it, may be provided for by the company's charter upon its establishment or when amending the company's charter by decision of the general meeting of participants of the company, adopted by all participants of the company unanimously. The exclusion from the charter of the company of provisions establishing the pre-emptive right to purchase a share or part of a share in the authorized capital of the company at a price predetermined by the charter is carried out by a decision of the general meeting of the company's participants, adopted by two-thirds of the total number of votes of the company's participants.

The assignment of the said pre-emptive rights to purchase a share or part of a share in the charter capital of the company is not allowed.

5. A member of the company who intends to sell his share or part of the share in the authorized capital of the company to a third party is obliged to notify in writing the other members of the company and the company itself by sending through the company at his own expense a notarized offer addressed to these persons and containing an indication of the price and other conditions of sale. An offer to sell a share or part of a share in the authorized capital of the company is considered received by all participants in the company at the time it is received by the company. At the same time, it may be accepted by a person who is a member of the company at the time of acceptance, as well as by the company in cases provided for by this Federal Law. An offer shall be considered not received if, no later than the day of its receipt by the company, the participant of the company received a notice of its withdrawal. Revocation of an offer for the sale of a share or part of a share after it has been received by the company is allowed only with the consent of all the participants in the company, unless otherwise provided by the charter of the company.

(see text in previous edition)

If the charter of the company provides for the pre-emptive right to purchase a share or part of a share by the company, it has the right to exercise the pre-emptive right to purchase a share or part of a share within seven days from the date of expiration of the pre-emptive right to purchase from the company's participants or the refusal of all participants in the company to use the pre-emptive right to purchase a share or part of the share by sending an acceptance of the offer to the participant of the company.

(see text in previous edition)

The charter of the company may provide for longer periods for the use of the pre-emptive right to purchase a share or part of a share in the authorized capital of the company by its participants, as well as by the company itself.

submission of a written application for refusal to use this pre-emptive right in the manner prescribed by this paragraph;

expiration of the period of use of this pre-emptive right.

Applications of the company's participants to refuse to use the pre-emptive right to purchase a share or part of a share must be received by the company before the expiration of the period for exercising the said pre-emptive right established in accordance with paragraph 5 of this article. The company's statement on the refusal to use the pre-emptive right provided for by the charter to purchase a share or part of a share in the authorized capital of the company is submitted within the time period established by the charter to the company participant who sent the offer to sell the share or part of the share, by the sole executive body of the company, if the resolution of this issue is not referred by the charter of the company to competence of another body of the company.

8. Shares in the charter capital of the company shall be transferred to the heirs of citizens and successors of legal entities that were participants in the company, unless otherwise provided by the charter of a limited liability company. The charter of the company may provide that the transfer of a share in the authorized capital of the company to the heirs and successors of legal entities that were participants in the company, the transfer of a share that belonged to a liquidated legal entity, its founders (participants) who have rights in rem to its property or rights of obligation in relation to this legal entity are allowed only with the consent of the other participants of the company. The charter of the company may provide for a different procedure for obtaining the consent of the company's participants to the transfer of a share or part of a share in the authorized capital of the company to third parties, depending on the grounds for such a transfer.

Until the heir of the deceased participant in the company accepts the inheritance, the management of his share in the authorized capital of the company is carried out in the manner prescribed by the Civil Code of the Russian Federation.

11. A transaction aimed at alienating a share or part of a share in the authorized capital of a company is subject to notarization by drawing up one document signed by the parties. Failure to comply with the notarial form entails the invalidity of this transaction.

(see text in previous edition)

Notarization of this transaction is not required in cases of transfer of a share or part of a share to the company, provided for in paragraph 18 of this article and paragraphs 4 - 6 of article 23 of this Federal Law, and in cases of distribution of the share between the participants in the company and sale of the share to all or some of the participants in the company or to third parties. persons in accordance with article 24

(see text in previous edition)

If a member of a company who has entered into an agreement that establishes an obligation to conclude, in the event of certain circumstances or the performance by the other party of a counter obligation, a transaction aimed at alienating a share or part of a share in the authorized capital of the company, unlawfully evades notarization of a transaction aimed at alienating a share or part of a share in the authorized capital in the capital of the company, the acquirer of a share or part of a share, who has committed actions aimed at the fulfillment of the specified agreement, has the right to demand in court that a share or part of a share in the authorized capital of the company be transferred to him. In this case, the decision of the arbitration court on the transfer of a share or part of a share in the authorized capital of the company is the basis for state registration of the relevant changes made to the unified state register of legal entities.

(see text in previous edition)

13. A notary who performs notarization of a transaction aimed at alienating a share or part of a share in the authorized capital of a company checks the authority of the person alienating them to dispose of such shares or part of the share, and also certifies that the alienated share or part of the share has been fully paid (of this federal law).

The authority of a person alienating a share or part of a share in the authorized capital of the company to dispose of them is confirmed by the documents on the basis of which the share or part of the share was previously acquired by the relevant person, as well as an extract from the unified state register of legal entities containing information about the ownership of the alienated shares or part of the share in the authorized capital of the company and received by the notary in electronic form on the day of the transaction.

(see text in previous edition)

13.1. Documents on the basis of which a share or part of a share in the authorized capital of a company was acquired may be, in particular:

1) an agreement or other transaction in accordance with which a member of the company acquired a share or part of a share, if the share or part of the share was acquired on the basis of a transaction;

2) the decision of the sole founder on the creation of a company when creating a company with one member of the company;

3) an agreement on founding a company or memorandum of association company, concluded earlier than July 1, 2009, when creating a company with several members of the company;

4) a certificate of the right to inheritance, if the share or part of the share has passed to the participant of the company by inheritance;

5) a court decision in cases where a judicial act directly establishes the right of a company participant to a share or part of a share in the authorized capital of the company;

6) minutes of the general meeting of the company in the event of the acquisition of a share or part of a share with an increase authorized capital company, the distribution of shares owned by the company between its participants and in other cases, if the acquisition of a share or part of a share occurs directly on the basis of a decision of the general meeting of the company.

14. A notary who certified an agreement on the alienation of a share or part of a share in the authorized capital of a company or an acceptance of an irrevocable offer, within two working days from the date of this certification, unless a longer period is provided for by the agreement, submits to the body that carries out state registration of legal entities, an application for making appropriate changes to the unified state register of legal entities.

The application is sent to the body that carries out the state registration of legal entities in the form of an electronic document signed with an enhanced qualified electronic signature of a notary who certified the agreement aimed at alienating a share or part of a share in the authorized capital of the company.

(see text in previous edition)

16. Within three days from the date of receipt of the consent of the participants of the company, provided for in paragraphs 8 and this article, the company and the body carrying out state registration of legal entities must be notified of the transfer of a share or part of a share in the authorized capital of the company by sending an application for making appropriate changes in the unified state register of legal entities, signed by the legal successor of the reorganized legal entity - participant of the company, or by the participant of the liquidated legal entity - participant of the company, or by the owner of the property of the liquidated institution, state or municipal unitary enterprise - participant of the company, or by the heir or before the acceptance of the inheritance by the executor of the will, or by a notary, with a document confirming the basis for the transfer of rights and obligations in the order of succession or transfer of a share or part of a share in the authorized capital of the company owned by the liquidated legal entity , its founders (participants) having property rights to property or rights of obligation in relation to this legal entity.

FZ "OB LLC"

Article 26

1. A participant in a company has the right to withdraw from the company by alienating a share to the company, regardless of the consent of its other participants or the company, if this is provided for by the charter of the company.

Article 24

2. Within one year from the date of transfer of a share or part of a share in the authorized capital of the company to the company, by decision of the general meeting of participants in the company, they must be distributed among all participants in the company in proportion to their shares in the authorized capital of the company or offered for purchase by all or some participants in the company and (or), if it is not prohibited by the charter of the company, to third parties.

3. The distribution of a share or a part of a share among the company's participants is allowed only if, before the transfer of the share or part of the share to the company, they were paid or compensation was provided for them, provided for in paragraph 3 of Article 15 of this Federal Law.

is it possible to simultaneously withdraw a participant, redistribute the share to the company and redistribute the share to the remaining participant,
Anna

CAN!!!

item 6. Art. 24 of the LLC Law

Organ, carrying out state registration of legal entities, must be notified of the transition to the company of a share or part of a share in the authorized capital of the company no later than within a month from the date of transfer of a share or part of a share to the company by sending an application for making appropriate changes to the unified state register of legal entities and a document confirming the grounds for the transfer to the company of a share or part of a share. If during the specified period the share or part of the share is distributed, sold or redeemed, the body carrying out state registration of legal entities is notified by the company by sending an application for making appropriate changes to the unified state register of legal entities and documents confirming the grounds for the transition to the company shares or parts of shares, as well as their subsequent distribution, sale or redemption. Documents for the state registration of the changes provided for by this article, and in the event of the sale of a share or part of a share, also documents confirming the payment of a share or part of a share in the authorized capital of the company, must be submitted to the body that carries out state registration of legal entities within a month from the date of the decision on distribution of a share or part of a share among all participants in the company, on their payment by the acquirer or on redemption.

These changes become effective for third parties from the moment of their state registration.

But, if the end result of interest is the transfer of a share to another participant, it will be more convenient to simply sell him a share.

Since 2016, a number of changes have come into force that significantly affect the procedure for the alienation of a share or part of a share in limited liability companies. These changes bring, on the one hand, positive aspects associated with the transparency of transactions, and on the other hand, require additional costs and time.

Changing the moment of transfer of a share to other members of the company and third parties

The change in the moment when the share is transferred to other members of the company and third parties is, in my opinion, one of the most significant changes that came into force on January 15, 2016.

By general rule a transaction aimed at the alienation of a share or part of a share in the authorized capital of a company is subject to notarization. In this case, one document is drawn up, signed by the parties.

Notarial certification of the transaction is not required in the following cases:

· the transfer of a share or part of a share to the company, provided for in paragraph 18 of Article 21 and p.p. 4-6 Article 23 of the Federal Law "On LLC";

· distribution of the share among the company's participants and sale of the share to all or some of the company's participants or third parties in accordance with Article 24 of the Federal Law "On LLC".

Failure to comply with the requirement to notarize a transaction entails the invalidity of this transaction.

The changes that came into force on January 15, 2016, affected the moment of transfer of ownership of a share in the authorized capital of the company (Federal Law of December 29, 2015 No. 391-FZ “On Amendments to Certain Legislative Acts of the Russian Federation”). The share or part of the share in the authorized capital of the company passes to its acquirer from the moment the corresponding entry is made in the unified state register of legal entities, with the exception of cases under paragraph 7 of Art. 23 of the Federal Law "On LLC" (clause 12, article 21 of the Federal Law "On LLC"). Previously, the moment of such a transition was the fact of notarization of a transaction aimed at alienating a share or part of a share in the authorized capital of a company.

Further, the notary, within two working days from the date of certification of the transaction, submits to the body carrying out state registration of legal entities an application for making appropriate changes to the unified state register of legal entities. The parties to the agreement have the right to provide in the agreement for the period for sending documents by a notary for more than two working days. The application is sent by a notary in the form of an electronic document signed by his enhanced qualified electronic signature.

Also, the notary, no later than within three days from the date of notarization of the transaction, transfers to the company, the alienation of a share or part of a share in the authorized capital of which is carried out, copies of the application provided for in paragraph 14 of Article 21 of the Federal Law "On LLC". The parties to the agreement have the right to remove this obligation from the notary and come to an agreement that the notification of the company about the transfer is carried out by one of the parties to the transaction. In this case, the notary is not liable for failure to notify the company of the completed transaction.

The above change, which entered into force on January 15, 2016, is a requirement of business turnover, rather than the creativity of the legislator himself. This approach is associated with information from the Unified State Register of Legal Entities for third parties and interests of the buyer of shares.

The new rule most of all meets the interests of the participants in civil transactions, both in terms of the publicity and reliability of the Unified State Register of Legal Entities, and in terms of providing greater opportunities for the terms of the contract for the alienation of shares.

Changes in the procedure for the transfer of a share upon withdrawal of a participant and presentation of a demand for the acquisition of a share by the company

Effective January 1, 2016 new edition paragraph 11 of Article 21 of the Federal Law "On LLC". The specified norm narrows down the list of exceptions to the rules on notarial certification of transactions with LLC shares. At the same time, amendments were made to Articles 23 and 26 of the Federal Law "On LLC".

In accordance with the above changes, notarization is required:

statements about the withdrawal of a participant from the company;

the requirements of the participant to the company to acquire its share in cases where the general meeting of participants makes a decision to commit big deal or on increasing the authorized capital by making additional contributions by its participants, if he voted against or did not take part in the voting on these issues.

Practice has shown that before the introduction of this rule, a method was often used that made it possible to avoid notarization of a share purchase and sale transaction, which significantly reduced the time and costs of the company. This method is known: “receipt of an application for withdrawal → the company itself becomes the owner of the share of the withdrawn participant from the date of receipt of the application → sale of the share to a new participant.” Since 2016, the above method will not eliminate the need to contact a notary.

Changing the rules for making transactions in the order of using the pre-emptive right

Until January 1, 2016, the procedure for using the pre-emptive right to acquire a share alienated by a participant by other participants and the company was that the seller participant sent an offer (offer for sale), and the buyer participant and / or the company accepted (accepted) or did not accept it.

From January 1, 2016, the offer of the participant-seller to other participants and the company about the intention to alienate his share to a third party is subject to notarization. That is, the founder-seller first turns to a notary, draws up and certifies an offer, and only then sends it to the company.

In addition, in connection with the amendment of Art. 21 of the Federal Law "On LLC" transactions concluded in the order of use by the participants and the company of the pre-emptive right are subject to notarization.

Thus, the participant-seller of a share, when it is alienated using the pre-emptive right, is forced to contact a notary at least twice: the first time to certify the offer of the intention to alienate the share; the second time - to certify the transaction for its alienation.

In this case, the more participants-buyers declare their intention to acquire a share (part of a share), the more transactions will be certified by a notary.

Having studied the judicial practice on the sale and purchase of shares in an LLC, one can understand why the legislator introduced the above requirement. Analysis judicial practice shows a huge number of disputes related to falsification and indecent behavior of participants in transactions requiring observance of the pre-emptive right to purchase: changing the previously specified conditions, changing the text of the offer, forging signatures, manipulating the dates of notification and conclusion of the contract, etc.

But, in addition to the general rule, the legislator provides for a number of exceptions to notarization of transactions, in particular:

the acquisition by the company or its member of a share in accordance with court decision;

acquisition of a share or part of it from a participant by the company itself;

sale of a share at public auction;

acquisition of the share of the excluded participant;

transfer of a share to the company after paying the debt to the creditors of the participant;

distribution of the share that belongs to the company, its participants;

transfer of a share to the heirs of a deceased participant.

I believe that the legislator did not consider it necessary to introduce notarial certification for the above transactions due to the low risk of a dispute arising from them.

Involving a notary in any way of alienating a share is, in a way, a guarantee of the purity of the transaction, because he is obliged to study the documents on the basis of which the share was previously acquired.

2) the decision of the sole founder on the creation of a company when creating a company with one member of the company;

3) an agreement on the establishment of a company or a memorandum of association of a company concluded earlier than July 1, 2009, when creating a company with several participants in the company;

4) a certificate of the right to inheritance, if the share or part of the share has passed to the participant of the company by inheritance;

5) a court decision in cases where a judicial act directly establishes the right of a company participant to a share or part of a share in the authorized capital of the company;

6) minutes of the general meeting of the company in the event of the acquisition of a share or part of a share when increasing the authorized capital of the company, distribution of shares owned by the company among its participants and in other cases, if the acquisition of a share or part of a share occurs directly on the basis of a decision of the general meeting of the company.

The desire of the legislator to unify the procedure is quite obvious, because in the absence of such norms, as practice shows, it leads to "creativity" on the ground, which can lead to excessive bureaucratization and illegality.

But the above list is not exhaustive and notaries have the right to request other documents. As for the extract from the Unified State Register of Legal Entities containing information about the share and its owner, the notary requests such an extract and receives it independently in electronic form. In this case, the change in the moment of transfer of ownership of a share in the sale and purchase of a share, announced in the first section, will avoid the need for additional clarifications and verification of documents.

Consequences of innovations

Of course, notarization of transactions and other documents related to the transfer of shares in the authorized capital of the company will reduce the number of litigation. The procedure for buying and selling shares will become more transparent. The involvement of a notary is a certain guarantee of the rights and obligations of the parties, and in case of illegal actions of a notary, it allows compensating for losses, because. notary's liability is insured. Transactions are becoming more transparent for participants in civil transactions.

On the other hand, the costs of the participants in the transaction increase significantly by the amount of payment for the services of a notary, the procedure for transferring shares becomes more complicated.

Unfortunately, a number of important issues related to the changes introduced have not been resolved to date, in particular:

Whether notarial registration of the consent of the spouse (a) is required for the alienation of the share upon the withdrawal of the participant or the presentation of a demand for redemption;

What tariffs will be for notary services according to the introduced procedures;

· who will be the applicant to the registration authority after the certification of transactions concluded under the procedure of pre-emptive right to purchase.

It is possible that in the near future the answers will be given by making appropriate changes to the law on limited liability companies, the law on the registration of legal entities and legal acts regulating the activities of notaries

As a result, the introduced changes are positive for the state, courts and notaries. It is too early to talk about how positive they will be for the participants in the transaction, practice will show how such changes will affect the participants in the transaction and other persons.

Plots:

The share of the company passes to a new participant. The procedure for distributing the company's share among the participants. Free transfer of a share and taxation of the company and the remaining participants upon transfer of a share

Article 21

Member's withdrawal from the company

Refusal to transfer a share to the heirs or legal successors of a member of the company

Foreclosure on the share of the participant

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