Donation of a share in an LLC is a transaction that implies a free transfer of a part of its share in the authorized capital to another member of the LLC or a third party. The procedure for such transactions is governed by the provisions of the Civil Code of the Russian Federation (Article 572) and the Law "On Limited Liability Companies".
It is necessary
- - the consent of the rest of the founders or members of the LLC;
- - share donation agreement;
- - making changes to the unified state register of legal entities in the form R14001 and form 13001.
Instructions
Step 1
The donation of a share of the authorized capital is formalized by a donation agreement for a share in an LLC. This agreement is bilateral, these parties are the donor and the donee. In accordance with the Federal Law of the Russian Federation "On LLC" (clause 2 of article 21), a member of the company can donate his share to one or more of its members without the consent of the other founders.
Step 2
This is true only if the charter does not provide for the mandatory consent of the rest of the company's participants to the transaction. If there is such a requirement in the charter, such consent must be obtained within thirty days or within the time specified in the charter of the LLC. This applies to donating a share to another LLC participant.
Step 3
In the case of donating an LLC share to third parties, it should be noted that this is only possible if the conclusion of such a transaction is not prohibited by the charter. Here it is necessary to take into account the right of preferential acquisition of a share in the authorized capital by the participants of the company. Before making a donation agreement to a third party (not a member of the society), the donor is obliged to inform all members of the society about his intention.
Step 4
This notice must be drawn up in writing and sent to the members of the company. Within thirty days (or in a longer period stipulated by the charter), the participants have the right to preemptive redemption of your share. After the written refusal of the rest of the participants is received or the term for the redemption of the share expires, the donor can donate his part of the share to a third party.
Step 5
The donor can give his share only in the part that is fully paid by him. All rights and obligations after the moment of donation pass from the donor to the donee. The donation agreement is bilateral in nature, so the consent of the donor and the donee is required to complete it. Before the transfer of the gift, the donee can refuse it at any time - in this case, the agreement for donating a share of the authorized capital is considered terminated.
