It is possible to become a member of an existing limited liability company (LLC), among other things, by acquiring a share in the authorized capital. This procedure is regulated by the Federal Law "On Limited Liability Companies" (hereinafter referred to as the Law) and Art. 93 of the Civil Code of the Russian Federation. You need to legally correctly formalize a share in an LLC so that later this transaction is not recognized as null and void.
Instructions
Step 1
Carefully study the charter of the LLC, in accordance with the provisions of which the assignment of a share or part of it can be carried out. The charters of some companies generally prohibit the assignment of a share to third parties and impose restrictions and conditions in the event of its transfer to another LLC participant. Read the additional terms of this procedure set out in the Bylaws.
Step 2
Please note that you bear the rights and obligations of a member of the company only after you notify the other members of the LLC about the completed sale and purchase of the share. In accordance with para. 2 p. 6 art. 21 of the Law, they must be notified about it in writing with the submission of documentary evidence - an agreement on the assignment of a share. Until this moment, you have no legal right to participate in the activities of the company and its management, distribution of profits, etc., and your actions may be invalidated.
Step 3
The seller of a share is obliged to notify the members of the company about his intention to sell the share, since they or the company itself enjoy the preemptive right to such a transaction. Such a notice must also be drawn up in writing and sent to all members of the LLC. The notice must indicate the amount and value of the assigned share. You can purchase it as a third party only a month after the notification was sent if none of the LLC participants or the company itself have expressed a desire to buy out this share.
Step 4
When registering a share in an LLC, the seller is also obliged to provide the consent of his spouse certified by a notary, indicating that he has no objections to the sale. This is a prerequisite for the case when the property was acquired during the years of marriage and is a joint property. If the seller's share was inherited or donated, such consent is not required.
Step 5
In the event that a legal entity acts on the side of the buyer or seller, the decision to buy or sell must be made at a general meeting. Accordingly, the package of documents confirming the legitimacy of the transaction must include the minutes of such a meeting.
Step 6
You should be aware that the share of a participant can only be alienated in the part in which it is paid. Sometimes sellers sell it without full payment. Such a transaction will be declared null and void by any court in accordance with Art. 167 and 168 of the Civil Code of the Russian Federation. When concluding a contract, do not forget to demand from the seller proof that the share was paid by him in full.
