According to the legislation, one can leave the membership of an LLC in two ways: to alienate (i.e., for example, sell) its share in the LLC, or, in certain cases, require the LLC to redeem its share. Also, the participant has the right to sell the share to other participants in the LLC or to third parties, if the charter allows it.
Instructions
Step 1
If you are going to leave the membership of an LLC, check if this possibility is provided for by the charter. On rare occasions, members can restrict it. In addition, you do not have the right to leave the membership of an LLC if there are no participants left after leaving.
Step 2
Make a free form application for leaving the LLC. The LLC is obliged to pay the participant who submitted the application within three months the actual value of his share in the authorized capital, which is determined on the basis of the financial statements for the last reporting period. If, after such a payment, the authorized capital of the LLC becomes less than the minimum permissible by law, the value of the share is calculated as the difference between the value of the company's net assets and the minimum permissible amount of the authorized capital.
Step 3
The withdrawal from the participants must be registered. To do this, a participant's application for leaving the LLC, his personal documents and an application in the P14001 form, as well as other documents, depending on how the LLC will act with the share (distribute between the other participants, sell), are submitted to the tax office.
Step 4
If the charter prohibits withdrawal from the LLC by selling or donating a share to third parties and if other members of the LLC did not want to buy a share from you, you have the right to demand that the LLC acquire it. You can demand this even if at the general meeting of participants you voted against a major transaction or an increase in the authorized capital, but still such a decision was made. The request must be filed within 45 days from the date of the decision against which you voted.
Step 5
You can withdraw from the membership of an LLC by selling your share to other participants or to third parties, if allowed by the charter. The sale of a share is carried out on the basis of a share purchase and sale agreement. First, you must notify the other members of the LLC and the LLC itself of your intention by sending them an offer indicating the terms of sale of the share. Within 30 days, the other members of the LLC have the right to use the preemptive right to purchase a share.
Step 6
If the participants have not exercised their pre-emptive right, you can (sometimes with the consent of the participants) sell your stake to third parties. To do this, you need to conclude a contract for the sale and purchase of a share and certify it with a notary. Then, within three days, it is necessary to submit to the tax office an application for amending the Unified State Register of Legal Entities, signed by the participant of the LLC, alienating the share.
