In the course of the activity of an enterprise or company, the form of ownership of which is a limited liability company, the question of changing the composition of founders may arise in connection with the need to introduce a new person. The change in the composition of the founders must be formalized properly with the introduction of appropriate adjustments to the State Register of Legal Entities (USRLE).
Instructions
Step 1
According to the law, a change in the composition of participants and the introduction of a new member into the composition of founders can occur if one of the old participants cedes or sells their share in the authorized capital or this share will be inherited, unless otherwise provided by the Charter of the Company. It may also happen that a new legal entity or individual expresses a desire to join the company with its contribution to the authorized capital. A new participant must write an application with a request to be accepted as a founder of the Company, indicating the desired share in the authorized capital. He must also indicate the amount of the contribution to be made.
Step 2
The decision to introduce a new founder is made at the general meeting of participants. If the new founder does not inherit and does not buy the share, but enters into the structure with his own contribution, the general meeting must also decide on an increase in the authorized capital.
Step 3
Current changes should be reflected in the list of the company's participants, it contains information about all participants (founders) of the company, indicating their shares in the authorized capital.
Step 4
In accordance with the Federal Law of 08.12.1998 No. 14-FZ "On Limited Liability Companies", an authorized person or a person performing the functions of the sole executive body is obliged to ensure that this information complies with what was entered in the Unified State Register of Legal Entities. Therefore, the relevant documents must be submitted to the tax authority at the place of registration of the Company in order to make these changes.
Step 5
The package of documents must first be certified by a notary. It includes copies of the following documents: the charter with a new list of participants in the company (the constituent agreement under the new version of the law is not a constituent document), a certificate of entry into the Unified State Register of Legal Entities, a certificate of tax registration. Extract from the Unified State Register of Legal Entities is provided in the original.
