The composition of the founders of a limited liability company (LLC) may change, for example, in the case of the sale or transfer of the share of one of the participants in inheritance. It can change when a third party was accepted as a founder, if he made a contribution to the authorized capital.
Instructions
Step 1
To introduce another founder to the LLC, act in accordance with paragraph 2 of Art. 19 of the Federal Law of the Russian Federation of 08.02.1998. No. 14-FZ "On Limited Liability Companies". It is required to hold a general meeting of the company's participants and reflect in its minutes that a decision has been made to include a new person in the founders. The reason for this is his application with a request to accept him as the founders of the LLC on the basis of buying a share, making a contribution to the authorized capital or transferring a share by inheritance. The decision to include a new member of the company in the founders' list must be taken by all authorized persons unanimously.
Step 2
At the meeting, a decision should be made on the introduction of appropriate changes related to the acceptance of a third party, the determination of its nominal share in the authorized capital, a change in the amount of the authorized capital and the composition of the nominal shares of the remaining participants in the company. Record this decision in the minutes of the meeting.
Step 3
The changes that have occurred must be registered in the constituent documents and the unified state register of legal entities. To do this, submit the following documents to the tax authority at the place of registration of the LLC: • copies of certificates of state registration of the LLC and its tax registration, • an extract from the Unified State Register of Legal Entities, • a copy of the charter and constituent agreement, • a copy of the order on the appointment of the current director of the LLC, indicating his passport data, • passport data of a third party who joined the founders, • certificate of the distribution and ratio of shares between the new composition of participants.
Step 4
Write to the head of the Federal Tax Service an application for state registration of changes made to the constituent documents of a legal entity in the form No. Р13001, approved by the Decree of the Government of the Russian Federation of June 19, 2002. No. 439 (as amended on July 27, 2007), and attach the above documents to it. Within 5 working days from the date of submission of the application, all changes must be made to the Unified State Register of Legal Entities and you must be provided with an extract about this.
