All limited liability companies (LLC) in their activities must be guided by the Federal Law "On Limited Liability Companies" and the provisions of their Charters. According to the law, the composition of the founders can change, and both an individual and a legal entity can become its new member. The law provides for the possibility of introducing a new participant without notarizing the transaction.
It is necessary
- - minutes of the general meeting of shareholders;
- - applications for unified forms 13001 and 14001;
- - a payment document confirming that the share has been paid in full;
- - a new Charter or amendments to it, drawn up in a separate document.
Instructions
Step 1
A new founder can be entered into an LLC in two ways: on the basis of a sale and purchase agreement (entry into the rights of inheritance, assignment or donation) of a share in the authorized capital or by increasing the authorized capital at the expense of a share contributed by the new founder. In the second case, there is no need to formalize the transaction and notarize it, therefore, the re-registration procedure is reduced in terms of time. In addition, such a transaction is not a sale and purchase transaction, so you do not have to obtain the consent of the spouses of the LLC participants for it.
Step 2
In order to introduce a new member who wishes to contribute his share in the authorized capital to the founders of the company, he needs to write a statement asking him to be accepted as a founder. The application must indicate the amount of the contributed share. In the event that it is a cash deposit, the maturity date must be indicated. When a property contribution is made, the estimated value of which is more than 20 thousand rubles, the property contributed to the authorized capital must be preliminarily estimated by an independent expert.
Step 3
Gather a general meeting of founders. Record all decisions made on it in the protocol. It should reflect the results of voting on the issue of increasing the authorized capital of an LLC at the expense of a third party's contribution. The amount of the assessment given to the property being contributed must be unanimously approved at the meeting by all founders. After the decision on this and on increasing the authorized capital has been made, redistribute the shares of all founders in it.
Step 4
It is necessary to register all changes in the composition of the founders and statutory documents. To do this, contact the tax office at the place of registration of the LLC. Fill out applications on unified forms 13001 and 14001, attach to them the minutes of the general meeting of founders, a new Charter or amendments to it, drawn up in a separate document. In the package of documents, be sure to attach confirmation that the new participant has paid the share contributed to the authorized capital in full. Within 5 working days, you must be issued a certificate stating that all changes have been registered and entered into the State Register.
