The life of the company (LLC) during its existencemay undergo considerable changes: the adoption of a new founder in the LLC, a change of director, the founder’s withdrawal from the LLC. And each of them cannot be walked without proper registration in accordance with the law (Federal Law No. 14 “On Societies ...”). The article is devoted to the order of withdrawal from the LLC one of the founders.
The first task you need to perform -to register the founder’s withdrawal from the LLC by law. First, the founder must write a corresponding statement, the title of which will be “about leaving the society ...”. The application will be considered at a meeting of the founders, at which the decision is made to leave it from the LLC. What should be recorded in the minutes of the meeting. The meeting is held more likely to comply with the formality, since the founder has the right to leave the company without the consent of other participants (unless otherwise specified in the charter). The withdrawal is considered to be made from the moment of transfer of the share (part of the authorized capital) of the outgoing member to the company. The founder has the right to sell the share to persons not related to the company. For sale, you need a written offer to sell your share to the other founders.
The second task is to observe the consequences of exitingLTD. By law, the retiring founder must receive appropriate payment for his share. It can be sold to the founders remaining in the LLC (they have the preemptive right to purchase this share) or to a third party if the founders did not accept the offer to sell and did not pay the share of the outgoing founder within 1 month.
After the participant’s release and before making changes toA USRED share, transferred to the society, must be distributed in any way among its participants (the decision on the distribution of the share can be made immediately, at the same general meeting, when the issue of the founder’s withdrawal was “decided”). The procedure for the distribution of a share or its alienation is already prescribed in the charter of an LLC; Usually, the charter contains the following text: “the share of the retired founder is distributed among the other founders of the LLC in accordance with their shares in the authorized capital”. With this procedure for transferring the share to someone, there are more if, when organizing an LLC, he contributed a large amount to the authorized capital, to someone less. Or: “the share is equally distributed among the founders of the LLC”. The distribution of the share should be recorded, issued in the form of a decision of the general meeting of the founders.
And finally, the founder’s withdrawal from LLCfirstly, it ends with amending the list of founders (this should be in each LLC) and, secondly, by submitting documents to the registering body (chamber) to make changes to the register of legal entities. You will need a document confirming the transfer of the share of the withdrawn member to the company or a third party under a sales contract, for example. Among the documents submitted to the registration chamber there should be a receipt for the share payment (or another document confirming the payment), as well as an application (form No. Р14001 - “about changes”), a statement of the founder himself about leaving the LLC. Minutes of the meeting should be provided. By law, LLC participants must apply to the registering authority within one month from the date of the changes. If all decisions are made at one general meeting, then the registration chamber will not have to apply twice (the first time to confirm the founder’s withdrawal from the LLC; the second is the distribution or sale of a share).
The task of the outgoing founder is complicated ifhe still held the position of director of LLC. How to resign director Ltd.? Prepare a letter of resignation for the general meeting of the founders together with a statement of withdrawal from the company. Then at the meeting, participants must decide who will be the new director. Before dismissal, you should find yourself a replacement, otherwise the dismissal may be delayed. The founders may be willing to leave you in the position of director, but at the same time to issue a withdrawal as a founder from the LLC.
It is no secret that the retiring founder will come insuch a decision is only a head if an LLC comes to ruin, or has already been declared bankrupt (there are, of course, other situations, for example, relations have deteriorated or the desire to start a business has appeared, but such reasons are more rare). In this case, the question arises: what is the responsibility of the founder of the LLC for the debts of the LLC? According to the law, the founders are not liable for the debts of an LLC either by their property or in monetary terms. All debts are repaid at the expense of the authorized capital and only within it (the size of the authorized capital is stated in the statute). The only option that is possible to pay off debts at the expense of the founder is the amount that he once contributed to the share capital.
