In any LLC, only one owner, or a single participant, can act as a founder. Sometimes it becomes necessary to change it. The only participant has the right to change the founder, thereby leaving the community. We will analyze how you can change the sole founder, and what documents are needed for this.
There are several legal ways to change the main founder:
- donate or cede your share in the company;
- increase the authorized capital, introduce a new member of the company and leave it.
In order to change the main founder, by introducing a new one, you must follow the steps described below.
1. First of all, the authorized capital is increased due to reinvestments of the new founder.
- a written statement of the founder for the sale or transfer of a share in LLC;
- drawing up a new edition of constituent documents;
- receipt of payment of state duty;
- a document for changing the authorized capital in the form according to which the shares of the LLC are distributed among the participants;
- application of the future founder to join the LLC;
- document on making a contribution to the authorized capital.
All documents must be certified by a notary and registered with the tax office.
2. Subsequently, the founder transfers all responsibilities to the new participant. If the founder held the position of CEO, that position changes too.
- the statement of the founder of the withdrawal from the LLC, certified in the presence of a notary;
- an application for registration of changes in the R14001 form, which will indicate the data of the new founder, the nominal value of the capital and the size of its parts, as well as all the data of the former founder, the ratio of shares and the cost of capital;
- the statement of the new founder about the withdrawal of the old from the society. This paper should contain a clause on the payment of the real value of the share to the former founder and the approval of a new distribution of shares.
All documents must be signed by the new founder and notarized. After all the data is registered and submitted to the tax authority, the document comes into force. This usually happens within 5 days. It is worth remembering that for late submission of data, you face a fine of 5,000 rubles.
