• sale of the company to a third party buyer;
• fixing the real owner in the unified legal structure of the group of companies (for example, including him in LLC Asset Keeper - Management Company", providing management services to the entire holding and owning its key property);
• the inclusion of new business partners, investors, other third parties, for example, the director of an operating company, to increase his motivation for outstanding results of his work (although, as a rule, we rarely support the latter reason for changes, believing that an employee can be motivated financially other than by giving a share in authorized capital companies).

Method one: conclusion of a share alienation agreement (purchase and sale, donation)

Important point! The Law "On LLC" allows you to independently establish / change in the charter of the company some procedural points when alienating a share to a third party, which you need to familiarize yourself with in this document in advance. You may need to make changes to it first.

It is from the moment of notarization that the right of ownership passes. Wherein necessary information the notary himself informs the Unified State Register of Legal Entities within three days from the date of certification of the transaction by sending an application in the form No. P14001, signed with an electronic digital signature.

When certifying a transaction at a notary, you must also provide:

• documents on the acquisition of a share and its payment;
• evidence of compliance with the provisions of the Charter of the Company on the pre-emptive right of other members of the Company or the Company itself to purchase a share or part thereof (if there are such provisions in the Charter);
• notarial consents of other members of the Company (if required).

Such an “official” sale and purchase can be important if there is a need to show the real costs of acquiring a share.

Tax consequences of the sale and purchase:

• from an individual: the funds received are his income (clause 5, clause 1, article 208 of the Tax Code of the Russian Federation), the personal income tax rate is 13%. The seller of the share has the right to reduce the amount of his taxable income by the amount of actually incurred and documented expenses associated with the acquisition or increase of the share (clause 2, clause 2, article 220 of the Tax Code of the Russian Federation). At the same time, if the buyer of the share is a legal entity, it must act as a tax agent for this individual and withhold the amount of taxes payable (clauses 1 and 2 of Article 226 of the Tax Code of the Russian Federation).
• for a legal entity: the sale of shares in the authorized capital of the organization is not subject to VAT (clause 12 clause 2 article 149 of the Tax Code of the Russian Federation). The income received from the sale of a share can be reduced by the price of its acquisition and by the amount of expenses associated with its acquisition and sale (for example, the services of an appraiser) (clause 2.1, clause 1, article 268 of the Tax Code of the Russian Federation). In addition, when determining the amount of income received, incomes that are received within the limits of the contribution to the authorized capital are not taken into account (clause 3, clause 1, article 251 of the Tax Code of the Russian Federation). This applies to both companies on the general taxation system, and on the simplified one.

Nuances:

• a share to another participant in the same company may be sold without the consent of the other participants and the company itself (unless otherwise provided by the charter);
• donation of a share is optimal between close relatives, since it does not entail tax consequences for the receiving party (clause 18.1 of article 217 of the Tax Code of the Russian Federation).

Method two: the entry of a third party into the participants by making a contribution to the authorized capital. The exit of the former

We repeat: when choosing a legal procedure for changing the membership of the Company, first of all, you need to refer to its charter. For example, an increase in the authorized capital at the expense of the contribution of a third party admitted to the Company should be possible in accordance with its founding document.

When accepting a new participant into the Company, it is necessary to think about the following in advance: the incoming participant pays a certain part of the authorized capital, however, for example, when he subsequently leaves the company, the latter is obliged to pay him the actual value of his share, which is determined on the basis of data financial statements companies for the last reporting period (clause 6.1 of article 23 of the LLC Law). If the amounts of these values ​​differ significantly - again there is a large tax on income. This is important if a subsequent exit from society is planned. For example, the structure of participants includes the investor for some time.

This method also requires contacting a notary, only now for notarization of the fact of making a decision general meeting participants of the company to increase the authorized capital and the composition of the participants who were present at its adoption (clause 3, article 17 of the LLC Law). At the end of the meeting, the notary will issue a certificate. If the company initially has one participant, the notary will need to certify the authenticity of his signature on the decision.

The entry into the Company of a third party must be notified to the Inspectorate of the Federal Tax Service of the Russian Federation by an application in the form No. P13001 with the decision of the general meeting of participants to increase the authorized capital at the expense of the contribution of a third party accepted into the company, and to make appropriate changes to the Charter, as well as a notary certificate.

After the entry of a new member, the former member can leave. At the same time, his share passes to the Company. The participant's withdrawal statement will also require notarization.

Nuances:

• exit like legal procedure termination of membership as a member of the Company, must be expressly provided for in the charter of the company;
• the share of the withdrawing participant passes to the Company itself, which must pay former owner the true value of his share, taking into account market value property belonging to the company (clause 6.1 of article 23 of the LLC Law). This point must be taken into account so as not to financially undermine the company.

Undistributed shares must be redeemed and the size of the company's authorized capital must be reduced by the amount of its nominal value. Within a month from the date of transfer of the share to the Company and / or its distribution, an application is sent to the Federal Tax Service Inspectorate in the form P14001, as well as documents (depending on the situation):

• on the basis for the transfer of a share to the Company (for example, a participant's statement about his withdrawal from the company);
• decision of the general meeting of participants on the proportional distribution of the share among themselves;
• share purchase and sale agreement with one of the participants or with a third party and documents on payment of the share.

Tax consequences of a contribution to the authorized capital and withdrawal from the company:

The receipt of a contribution to the authorized capital is not taken into account as part of the taxable income of the receiving party (clause 3 of article 251 of the Tax Code of the Russian Federation).

A contribution to the authorized capital of a new participant - a legal entity - is not recognized as an expense for the purposes of taxation of profits (clause 3 of article 270 of the Tax Code of the Russian Federation) and for the purpose of paying a single tax under the simplified tax system with the object "income-expenses" (based on the provisions of article 346.16 Tax Code of the Russian Federation). But with the subsequent sale of a share or withdrawal from the company, these amounts can reduce the taxable income of both a legal entity and an individual.

Income received upon withdrawal from the Company is taxed in the general manner described above when receiving income from the sale of a share in the authorized capital of the company.

Method three: unique. Contribution of a share to the net assets of another company

A unique way to change the owner of a company is to contribute his share to the property of another company, where he is also a participant, in order to increase its net assets (clause 3.4, clause 1, article 251 of the Tax Code of the Russian Federation). We have repeatedly written about the contribution to net assets in the issues of our newsletter, as one of the tax-free ways of transferring property.

In the same way, you can change a member of the company under the following conditions:

• the former owner of a share in the authorized capital of one company is also a member of the acquiring company. He contributes the alienated share to the property of his other company in order to increase its net assets. Thus, the acquiring company will become the owner of the share. There are no tax consequences for either the transferring or receiving party;
• the charter of the company acquiring the share must indicate the possibility for the participant to make a contribution to the property of the Company, including in order to increase its net assets (including disproportionately to contributions, including any property).

Nuances:

• the transaction is subject to notarization, however, not all notaries are ready to formalize it due to the uniqueness of the procedure. For convenience, in addition to the decision (protocol) on the contribution to net assets, it is necessary to draw up an agreement on the transfer of the share.
• remember, if more than 25% in a company is alienated on the simplified tax system, then it will lose the right to special. regime, since the share of another legal entity in its authorized capital will be more than 25%.

Method four: extraordinary. Separation to a third party

Another non-standard solution, which we have also repeatedly written about, is the reorganization of an LLC in the form of a spin-off to a third party. For example, it is necessary to change the owner not in the whole company, but in some conditionally defined part of it (a separate trade direction, ownership of property). In the process of such a reorganization, it is possible to isolate both a separate line of business and property by transferring them to a new Company, the participant of which can be any third party (the head of this line, the real owner of the business).

At the same time, the new owner of the spin-off company does not receive taxable income in this situation, since nothing but a share in the new Company is transferred to him.

And he must pay the cost of this share in the authorized capital himself, which should be reflected in the decision on reorganization.

Nuances:

• Today, in most cases when a company makes a decision on reorganization in any form other than transformation, an on-site tax audit is appointed. If this event is undesirable for the company, it is better to refrain from reorganization;
• This is the longest way in time (up to 3.5-4 months), but if there are valid prerequisites for it and provision business purpose The entire procedure is found to be very effective. Tested by experience. And repeatedly.

By general rule(Article 23 of Law N 14-FZ) a company is not entitled to acquire shares or parts of shares in its authorized capital. Exceptions are cases if:

the charter of an LLC prohibits the alienation of a share or part of a share owned by a member of the company to third parties, while other members of the company have refused to acquire them. Or consent has not been received for the alienation of a share or part of a share to a company participant or a third party, provided that the need to obtain such consent is provided for by the company's charter. In such cases, the company is obliged to acquire, at the request of the participant, his share or part of the share;

the general meeting of participants of the company decided to commit big deal or on an increase in the authorized capital of the company, and one or more participants voted against such a decision. In this case, the company is obliged to purchase, at the request of a company member who voted against such a decision or did not take part in the voting, a share in the authorized capital of the company belonging to this participant. This requirement may be filed by a member of the company within 45 days from the day when the member of the company learned or should have known about the decision. If a member of the company took part in the general meeting of members of the company that made such a decision, such a request may be submitted within 45 days from the date of its adoption.

In these cases, within three months from the date of the occurrence of the relevant obligation, unless another period is provided for by the company's charter, it is obliged to pay the company's member the actual value of his share in the authorized capital of the LLC, determined on the basis of the company's financial statements for the last reporting period preceding the day of circulation a member of the company with the appropriate requirement, or with the consent of the member of the company, to give him property in kind of the same value.

Provisions establishing a different term for the fulfillment of this obligation may be provided for by the charter of the company upon its establishment, when amendments are made to the charter of the company by decision of the general meeting of participants in the company, adopted by all participants of the company unanimously. The exclusion from the charter of the company of these provisions is carried out by decision of the general meeting of participants in the company, adopted by two-thirds of the votes of the total number of votes of the participants in the company.

The share of a participant in a company expelled from the company shall be transferred to the company. At the same time, the company is obliged to pay to the excluded member of the company the actual value of his share, which is determined according to the financial statements of the company for the last reporting period preceding the date of entry into force of the court decision on exclusion, or, with the consent of the excluded member of the company, to give him property of the same value in kind .

If the consent of the company's participants is not received for the transfer of a share or part of the share to the heirs of the deceased participant, the share or part of the share passes to the company on the day following the expiration date established by Law N 14-FZ or the company's charter for obtaining such consent from the company's participants.

At the same time, the company is obliged to pay to the heirs of the deceased participant of the company, the successors of the reorganized legal entity - the participant of the company or the participants of the liquidated legal entity - the participant of the company, the owner of the property of the liquidated institution, state or municipal unitary enterprise- a member of the company or a person who acquired a share or part of a share in the authorized capital of the company at a public auction, the actual value of the share or part of the share, determined on the basis of the company's financial statements for the last reporting period preceding the day of death of the company's member, the day the reorganization or liquidation is completed legal entity, the date of acquisition of a share or part of a share at a public auction, or with their consent to give them property in kind of the same value.

The share or part of the share passes to the company from the date:

receipt by the company of the demand of a member of the company for its acquisition;

receipt by the company of an application of a member of the company on withdrawal from the company, if the right to withdraw from the company of the participant is provided for by the charter of the company;

expiration of the payment period for a share in the authorized capital of the company or the provision of compensation;

the entry into force of a court decision on the exclusion of a member of the company from the company or a court decision on the transfer of a share or part of a share to the company;

receipt from any member of the company of refusal to give consent to the transfer of a share or part of a share in the authorized capital of the company to the heirs of citizens or legal successors legal entities who were members of the company, or for the transfer of such a share or part of the share to the founders (members) of a liquidated legal entity - a member of the company, the owner of the property of a liquidated institution, a state or municipal unitary enterprise - a member of the company, or to a person who acquired a share or part of a share in the authorized capital of the company at public auction;

payment by the company of the actual value of a share or part of a share owned by a member of the company, at the request of its creditors.

As already noted, in the new edition of Art. 21 of Law N 14-FZ additionally detailed and clarified the rules for the transfer of a share in the authorized capital of an LLC.

The transfer of a share or part of a share in the authorized capital of a company to one or more participants in this company or to third parties is carried out on the basis of a transaction, by way of succession or on another legal basis.

A participant in a company has the right to sell or otherwise alienate his share or part of a share in the authorized capital of the company to one or more participants in this company. The consent of other members of the company or the company to make such a transaction is not required, unless otherwise provided by the charter of the company.

The sale or otherwise alienation of a share or part of a share in the authorized capital of a company to third parties is allowed in compliance with the requirements provided for by Law N 14-FZ, unless this is prohibited by the company's charter.

The share of a member of the company may be alienated before its full payment only in the part in which it is paid.

From this it follows that the main cases of transfer of a share in the authorized capital are:

Sale;

Assignment (paid transfer of a share to a company).

A participant in a company has the right to sell or otherwise assign his share in the authorized capital of the company or part of it to one or more participants in this company.

The participant's share in the authorized capital of the LLC represents the value of the participant's contribution. Thus, it is not entirely correct to talk about the sale of a participant's share. In essence, we are talking about the assignment of the right to participate in decision-making and distribution of the company's profits.

Due to the dual nature legal status operations for the transfer of the right of a share of a participant in an LLC, there are different points of view on this matter. According to some experts, the sale of a share is a kind of public contract of sale, according to others - the assignment of the right to claim. In our opinion, these legal subtleties practical value do not have: when buying a share by the company itself, no agreement is concluded, and the share transfer operation is carried out on the basis of a decision of the general meeting. If a participant sells his share to another person, then for the company whose share is being sold, it does not matter what contract is drawn up in this case.

Transfer of share to society

As a general rule (Article 23 of Law N 14-FZ), a company is not entitled to acquire shares or parts of shares in its authorized capital. Exceptions are cases if:

The charter of an LLC prohibits the alienation of a share or part of a share owned by a member of the company to third parties, while other members of the company have refused to acquire them. Or consent has not been received for the alienation of a share or part of a share to a company participant or a third party, provided that the need to obtain such consent is provided for by the company's charter. In such cases, the company is obliged to acquire, at the request of the participant, his share or part of the share;

The general meeting of the company's participants decided to make a major transaction or to increase the authorized capital of the company, and one or more participants voted against such a decision. In this case, the company is obliged to purchase, at the request of a company member who voted against such a decision or did not take part in the voting, a share in the authorized capital of the company belonging to this participant. This requirement may be filed by a member of the company within 45 days from the day when the member of the company learned or should have known about the decision. If a member of the company took part in the general meeting of members of the company that made such a decision, such a request may be submitted within 45 days from the date of its adoption.

In these cases, within three months from the date of the occurrence of the relevant obligation, unless another period is provided for by the company's charter, it is obliged to pay the company's member the actual value of his share in the authorized capital of the LLC, determined on the basis of the company's financial statements for the last reporting period preceding the day of circulation a member of the company with the appropriate requirement, or with the consent of the member of the company, to give him property in kind of the same value.

Provisions establishing a different term for the fulfillment of this obligation may be provided for by the charter of the company upon its establishment, when amendments are made to the charter of the company by decision of the general meeting of participants in the company, adopted by all participants of the company unanimously. The exclusion from the charter of the company of these provisions is carried out by decision of the general meeting of participants in the company, adopted by two-thirds of the votes of the total number of votes of the participants in the company.

The share of a participant in a company expelled from the company shall be transferred to the company. At the same time, the company is obliged to pay to the excluded member of the company the actual value of his share, which is determined according to the financial statements of the company for the last reporting period preceding the date of entry into force of the court decision on exclusion, or, with the consent of the excluded member of the company, to give him property of the same value in kind .

If the consent of the company's participants is not received for the transfer of a share or part of the share to the heirs of the deceased participant, the share or part of the share passes to the company on the day following the expiration date established by Law N 14-FZ or the company's charter for obtaining such consent from the company's participants.

At the same time, the company is obliged to pay to the heirs of the deceased member of the company, the legal successors of the reorganized legal entity - the member of the company or the participants of the liquidated legal entity - the member of the company, the owner of the property of the liquidated institution, the state or municipal unitary enterprise - the member of the company or the person who acquired a share or part of a share in the charter the company's capital at a public auction, the actual value of a share or part of a share determined on the basis of the company's financial statements for the last reporting period preceding the day of death of a company member, the day the reorganization or liquidation of a legal entity is completed, the day the share or part of a share is acquired at a public auction, or with their consent, give them in kind property of the same value.

The share or part of the share passes to the company from the date:

Receipt by the company of the requirement of the participant of the company for its acquisition;

Receipt by the company of an application of a company participant to withdraw from the company, if the right to withdraw from the participant's company is provided for by the charter of the company;

Expiration of the payment period for a share in the authorized capital of the company or the provision of compensation;

Entry into force of a court decision on the exclusion of a member of the company from the company or a court decision on the transfer of a share or part of a share to the company;

Obtaining from any member of the company a refusal to give consent to the transfer of a share or part of a share in the authorized capital of the company to the heirs of citizens or legal successors of legal entities who were members of the company, or to transfer such a share or part of the share to the founders (participants) of a liquidated legal entity - a member of the company, to the owner of the property of a liquidated institution, a state or municipal unitary enterprise - a member of the company, or to a person who has acquired a share or part of a share in the authorized capital of the company at public auction;

Payment by the company of the actual value of a share or part of a share owned by a member of the company, at the request of its creditors.

Rules for the payment of the actual value of the share

The company is obliged to pay the actual value of the share or part of the share in the authorized capital of the company or to issue in kind property of the same value within one year from the date of transfer of the share or part of the share to the company, unless a shorter period is provided for by Law N 14-FZ or the charter of the company.

The actual value of a share or part of a share in the authorized capital of the company is paid out of the difference between the value of the net assets of the company and the size of its authorized capital. If such a difference is not enough, the company is obliged to reduce its authorized capital by the missing amount.

If a decrease in the authorized capital of the company can lead to the fact that its size will become less minimum size of the authorized capital of the company, determined in accordance with the Law on LLC, as of the date of state registration of the company, the actual value of the share or part of the share in the authorized capital of the company is paid from the difference between the value of the company's net assets and the specified minimum amount of the company's authorized capital. In this case, the actual value of the share or part of the share in the authorized capital of the company may be paid no earlier than three months from the date of the occurrence of the grounds for such payment.

If within the specified period the company becomes obliged to pay the actual value of another share or part of a share or other shares or parts of shares owned by several members of the company, the actual value of such shares or parts of shares is paid out of the difference between the value of the company's net assets and the specified minimum amount of its authorized capital in proportion to the size of the shares or parts of the shares owned by the participants of the company.

The company is not entitled to pay the actual value of a share or part of a share in the authorized capital of the company or to issue in kind property of the same value, if at the time of these payments or issuance of property in kind it meets the signs of insolvency (bankruptcy) in accordance with the Federal Law on Insolvency (Bankruptcy) or as a result of these payments or the issuance of property in kind, the indicated signs will appear in the society.

Cases of transferring a share when a participant exits will be discussed in detail below.

Peculiarities of alienation of a participant's share to other participants and third parties

It can be stated that the legislation establishes the following features alienation of the share of the participant.

The share grants its owner the rights of a member of the company, subject to its payment. Therefore, in case of partial payment of a share, it can be alienated (and the transfer of rights can take place) only in the paid part.

Regardless of whether it is stipulated by the charter of the company or not, the participants of the company enjoy the pre-emptive right to purchase a share (part of a share) of a member of the company. At the same time, a participant selling his share cannot offer it to other participants at a price exceeding the offer price to a third party, and the company's participants do not have the right to demand a reduction in this price. If the charter of the company does not determine the procedure for exercising the right preemptive purchase shares of a participant, then this right is determined in proportion to the size of the shares of the participants redeeming the share.

Provisions establishing the procedure for exercising the pre-emptive right to purchase a share (part of a share) disproportionately to the size of the shares of the company's participants may be provided only by the charter of the company upon its establishment. In addition, such provisions may be introduced or amended by a decision of the general meeting of participants in the company, adopted by all participants in the company unanimously. The exclusion of previously introduced provisions from the company's charter must also be adopted unanimously.

The company's charter may provide for the company's pre-emptive right to acquire a share (part of a share) sold by its participant, if other participants in the company have not exercised their pre-emptive right to purchase a share (part of a share).

A member of the company who intends to sell his share (part of the share) to a third party is obliged to notify the other members of the company and the company itself in writing about this, indicating the price and other conditions for its sale.

The charter of the company may provide that notices to the participants of the company shall be sent through the company. If the participants of the company and (or) the company do not use the pre-emptive right to purchase the entire share (the entire part of the share) offered for sale within a month from the date of such notice, unless another period is provided for by the charter of the company or agreement of the participants in the company, the share (part of the share) may be sold to a third party at a price and on terms communicated to the company and its members. That is, the participant does not have the right to change the conditions for the sale of his share against those specified by him in the notice of sale.

In the event that the participant selling (sold) the share has violated the pre-emptive right to purchase (this may be a sale without notice, a change in the terms of sale in the event that the company or its other participants have refused to use the pre-emptive right, as well as in other cases of violation of the statutory of the rules for the sale of a share), any member of the company or the company (if the company's charter provides for the company's pre-emptive right to acquire a share (part of a share)) has the right, within three months from the moment when the member of the company or the company learned or should have learned about such a violation, to demand judicial transfer of the rights and obligations of the buyer to them.

Assignment of the said priority right is not allowed.

The assignment of a share (part of a share) in the authorized capital of the company must be made only in writing, and if the requirement to make it in a notarial form is not provided for by the charter of the company, then it can be executed in any form. The transaction is recognized as invalid in the event that it is made orally or, in violation of the requirements of the charter, is not certified by a notary.

The company must be notified in writing of the assignment of a share (part of a share) in the authorized capital of the company with the presentation of evidence of such an assignment. The acquirer of a share (part of a share) in the authorized capital of the company shall exercise the rights and bear the obligations of a member of the company from the moment the company is notified of the said assignment. The acquirer of a share (part of a share) in the authorized capital of the company shall transfer all the rights and obligations of a member of the company that arose before the assignment of the specified share (part of the share), with the exception of the rights and obligations provided for, respectively, par. 2 p. 2 art. 8 and par. 2 p. 2 art. 9 of Law N 14-FZ (in these paragraphs, no specific rights and obligations are stipulated; they deal with the prohibition of the transfer of rights granted to a certain member of the company, or obligations additionally assigned to this member, upon alienation of his share).

A participant in a company who has transferred his share (part of a share) in the authorized capital of the company shall be liable to the company for making a contribution to the property that arose before the assignment of the specified share (part of the share), jointly with its acquirer.

In addition, shares in the authorized capital of the company are transferred:

To heirs - in case of death of participants-citizens;

To legal successors - in case of liquidation or transformation of participants - legal entities.

At the same time, in the event of liquidation of a legal entity - a member of the company without transfer of rights and obligations to successors, the share belonging to it, remaining after the completion of settlements with its creditors, is distributed among the participants of the liquidated legal entity, unless otherwise provided by federal laws, other legal acts or constituent documents of the liquidated legal entity.

The charter of the company may provide that the transfer and distribution of shares in the listed cases are allowed only with the consent of the other participants in the company.

Until the heir of the deceased participant in the company accepts the inheritance, the rights of the deceased participant in the company are exercised, and his duties are performed by the person indicated in the will, and in the absence of such a person - by the manager appointed by the notary.

Law N 14-FZ establishes that the company's charter may provide for the need to obtain the consent of the company's participants:

For the assignment of a share (part of a share) in the authorized capital of the company to the company's participants or third parties;

Its transfer to the heirs or successors;

Distribution of the share between the participants of the liquidated legal entity.

Such consent may be obtained in writing, recorded as a decision of the general meeting of participants. But if within 30 days from the moment of contacting the participants of the company no written refusal is received from any of the participants of the company, the consent is considered received.

In addition, a share or part of a share in the authorized capital of a company may be sold at a public auction. In this case, the acquirer of the specified share (part of the share) becomes a member of the company, regardless of the consent of the company or its participants.

Thus, of all cases of the transfer of a share to third parties, the legislation establishes that in without fail a new owner of a share becomes a new member of the company only if this share was acquired by him at a public auction. In other cases (assignment, sale, transfer by way of inheritance or succession), the new owner can unconditionally claim only compensation for the valuation of this share. The conditions for the entry of a new owner into the number of participants in the company may be stipulated by the charter. If there is no such reservation, then for such an admission all formalities related to the expansion or change in the number of participants must be observed.

As already noted, a member of the company has the right to sell or otherwise alienate his share or part of the share in the authorized capital of the company to one or more members of this company. The consent of other members of the company or the company to make such a transaction is not required, unless otherwise provided by the charter of the company.

Thus, the new edition of Art. 21 of Law N 14-FZ, the role of the company's charter in regulating the procedure for transferring a share in the authorized capital to other members of the company or third parties has been significantly increased. Simply put, the procedure for alienating a share depends on what restrictions are prescribed in the charter of a particular LLC.

Preemptive right to acquire a share

In the new edition of Art. 21 of Law N 14-FZ saved general rule, in accordance with which the participants of the company enjoy the pre-emptive right to purchase a share or part of the share of a member of the company at the offer price to a third party or at a price different from the offer price to a third party and predetermined by the charter of the company (hereinafter - the price predetermined by the charter) in proportion to the size of their shares, if the charter of the company does not provide for a different procedure for exercising the pre-emptive right to purchase a share or part of a share.

Suppose the charter of an LLC provides for a pre-emptive right for the company to purchase a share or part of a share owned by a participant at the offer price to a third party or at a price predetermined by the charter, if other participants in the company did not use their pre-emptive right to purchase.

In this case, the exercise by the company of the pre-emptive right to purchase a share or part of a share at a price predetermined by the charter is allowed only on condition that the purchase price by the company of a share or part of a share is not lower than the price established for the participants of the company.

Provisions establishing the pre-emptive right to purchase a share or part of a share in the authorized capital by the company's participants or the company at a price predetermined by the charter, including changing the amount of such a price or the procedure for determining it, may be provided for by the company's charter upon its establishment or when amending the company's charter by decision of the general meeting of participants of the company, adopted by all participants of the company unanimously.

The exclusion from the charter of the company of provisions establishing the pre-emptive right to purchase a share or part of a share in the authorized capital of the company at a price predetermined by the charter is carried out by a decision of the general meeting of the company's participants, adopted by two-thirds of the total number of votes of the company's participants.

If the company's charter provides for a pre-emptive right to purchase a share or part of a share by the company, it must establish the time limits for the use of the pre-emptive right to purchase a share or part of a share by the company's participants and the company.

If individual members of the company refuse to use the pre-emptive right to purchase a share or part of a share in the authorized capital of the company or use their pre-emptive right to purchase not the entire share offered for sale or not the entire part of the share offered for sale, other participants in the company may exercise the pre-emptive right to purchase a share or part of the share in the authorized capital of the company in the relevant part in proportion to the size of their shares within the remaining part of the period for exercising their pre-emptive right to purchase a share or part of a share, unless otherwise provided by the charter of the company.

The pre-emptive right to purchase a share or part of a share in the charter capital of the company from a participant and, if the company's charter provides for, the pre-emptive right to purchase by the company a share or part of a share from the company shall terminate on the day:

Submission of a written application for refusal to use this pre-emptive right in the manner prescribed by this paragraph;

Expiration of the term for the use of this pre-emptive right.

Applications of the company's participants to refuse to use the pre-emptive right to purchase a share or part of a share must be received by the company before the expiration of the specified pre-emptive right (30 days from the date of the announcement of the offer by the participant selling his share). The company's statement on the refusal to use the pre-emptive right provided for by the charter to purchase a share or part of a share in the authorized capital of the company is submitted within the time period established by the charter to the company participant who sent the offer to sell the share or part of the share, by the sole executive body of the company, if the resolution of this issue is not referred by the charter of the company to competence of another body of the company.

The authenticity of the signature on the application of a member of the company or the company on the refusal to use the pre-emptive right to purchase a share or part of a share in the authorized capital of the company must be certified by a notary.

If the charter of the company provides for the possibility of the participants of the company or the company to exercise the pre-emptive right to purchase not the entire share or not the entire part of the share in the authorized capital of the company offered for sale, the remaining share or part of the share may be sold to a third party after the partial realization of this right by the company or its participants according to the price and on the terms that were communicated to the company and its participants, or at a price not lower than the price predetermined by the charter.

Provisions establishing such a possibility may be provided for by the charter of the company upon its establishment or when amendments are made to the charter of the company by decision of the general meeting of participants in the company, adopted by all participants of the company unanimously. The exclusion from the charter of the company of these provisions is carried out by decision of the general meeting of participants in the company, adopted by two-thirds of the votes of the total number of participants in the company.

In addition, the charter of the company may provide for the possibility of offering a share or part of a share in the authorized capital of the company to all participants in the company disproportionately to the size of their shares.

At the same time, Art. 21 of Law N 14-FZ establishes a direct prohibition on the inclusion in the charter of a company of provisions providing for the simultaneous granting of a preemptive right to purchase a share or part of a share of a company member at the offer price to a third party and a preemptive right to purchase a share or part of a share of a company member at a price predetermined by the charter.

Also not allowed:

Establishment of a pre-emptive right to purchase at a price predetermined by the charter in relation to an individual member of the company or a separate share or a separate part of a share in the authorized capital of the company;

Assignment of the specified pre-emptive rights to purchase a share or part of a share in the authorized capital of the company.

In any case, a member of the company who intends to sell his share or part of the share in the authorized capital of the company to a third party is obliged to notify the other members of the company and the company itself in writing about this by sending through the company at his own expense an offer addressed to these persons and containing an indication of the price and other terms of sale.

An offer to sell a share or part of a share in the authorized capital of the company is considered received by all participants in the company at the time it is received by the company. At the same time, it can be accepted by a person who is a member of the company at the time of acceptance, as well as by the company in cases provided for by the Law.

An offer shall be considered not received if, no later than on the day of its receipt by the company, the participant of the company received a notice of its withdrawal. Revocation of an offer for the sale of a share or part of a share after it has been received by the company is allowed only with the consent of all the participants in the company, unless otherwise provided by the charter.

Deadlines for exercising rights and obligations related to the alienation of a share

Essential for compliance with the procedure for the alienation of a share in the authorized capital and, therefore, for minimizing probable litigation between the participants of the company are the terms within which certain activities must be carried out and the participants of the company can exercise the rights granted to them by Law N 14-FZ. These terms can be considered unified. In most cases, the duration of the period during which some participants can exercise their rights, while others can perform mandatory measures, is 30 days.

Within 30 days from the date of the announcement of the offer, the participants of the company have the right to exercise the pre-emptive right to purchase a share or part of a share in the authorized capital of the company.

The charter may provide for a longer period for the use of the pre-emptive right to purchase a share or part of a share in the authorized capital of the company.

If within 30 days from the date of receipt of the offer by the company (provided that a longer period is not provided for by the charter of the company), the participants in the LLC or the company do not use the preemptive right to purchase a share or part of a share offered for sale, including those resulting from the use of a preemptive right the purchase of not the entire share or not the entire part of the share or the refusal of individual participants in the company and the company from the pre-emptive right to purchase a share or part of a share in the authorized capital of the company, the remaining share or part of the share can be sold to a third party at a price that is not lower than that established in the offer for the company and its participants, and on the terms that were communicated to the company and its participants, or at a price that is not lower than the price predetermined by the charter.

If the predetermined price for the purchase of a share or part of a share by the company differs from the predetermined price for the purchase of a share or part of a share by the members of the company, the share or part of the share in the authorized capital may be sold to a third party at a price that is not lower than the predetermined price for the purchase of a share or part of the share by the company .

From the day of applying to the company, the company's consent to the alienation of a share or part of a share (if the company's charter provides for the need to obtain such consent) to the company's participants or third parties may be expressed. The charter of the LLC may also establish another period for expressing such consent.

After 30 days, the consent of the company's participants to the transfer of a share or part of a share in the authorized capital of the company to a third party is considered received (if the charter or Law N 14-FZ provides for the need to obtain such consent).

The consent of the participants in this case is considered to be received, provided that all the participants of the company within 30 days or another period specified by the charter from the date of receipt of the relevant request or offer by the company, the company submits to the LLC written statements of consent to the alienation of a share or part of a share on the basis of a transaction or for the transfer of a share or part of a share to a third party on another basis, or within the specified period, written statements on refusal to give consent to the alienation or transfer of a share or part of a share are not submitted.

According to paragraph 9 of Art. 21 of Law N 14-FZ, the consent of the company's participants to the transfer of the rights and obligations of a company participant to a person who has acquired a share or part of a share in the authorized capital is required when they are sold at a public auction, regardless of whether such a condition is written in the company's charter or not.

The consent of the company to the alienation of a share or part of a share (if the company's charter provides for the need to obtain such consent) is considered received if a written refusal is not received from the company.

In addition, not earlier than 30 days before the day of contacting a notary (when notarizing a transaction for the alienation of a share or part of a share in the authorized capital), an extract from the Unified State Register of Legal Entities must be drawn up.

Shares in the authorized capital of the company are transferred to the heirs of citizens and to the legal successors of legal entities that were participants in the company, unless otherwise provided by the charter of the LLC.

The charter of the company may provide that the transfer of a share in the authorized capital of the company to the heirs and successors of legal entities that were participants in the company, the transfer of a share owned by a liquidated legal entity, its founders (participants) having property rights to its property or rights of obligation in relation to this legal entity are allowed only with the consent of the other participants of the company.

The charter of the company may provide for a different procedure for obtaining the consent of the company's participants to the transfer of a share or part of a share in the authorized capital of the company to third parties, depending on the grounds for such a transfer.

Law N 14-FZ does not specify the rights and procedures for the heir or successor in the event that the company does not give the appropriate consent. In our opinion, in this situation, settlements with legal successors and heirs should be carried out in the manner established for settlements with a retired LLC participant.

Thus, if the charter of the company does not establish additional conditions for the alienation of a share (part of a share) in the authorized capital, as well as in the case when the sale of a share is not carried out at a public auction, no additional measures are taken.

If the charter of the company provides for the pre-emptive right of the company itself or its participants to acquire the alienated share, the amended norms of Law N 14-FZ spell out the system of procedures in detail.

Determining the value of a share

When alienating a share in the authorized capital of a company (or part of it), its correct assessment is essential.

Paragraph 4 of Art. 21 of Law N 14-FZ, the purchase price of a share or part of a share in the authorized capital may be established by the charter of the company in a firm sum of money or based on one of the criteria that determine the value of the share:

The value of the company's net assets;

The book value of the company's assets as of the last reporting date;

Net profit of the company;

The most common criterion for determining the value of a share is traditionally the value of the company's net assets.

The term "net assets" is not disclosed in the current legislation or documents of the accounting regulatory system.

Clause 1 of the Procedure for estimating the value of net assets of joint-stock companies, approved by the Order of the Ministry of Finance of Russia and the Federal Securities Commission of Russia dated January 29, 2003 N 10n / 03-6 / pz (hereinafter referred to as the Procedure), only defines the value of net assets: "Under the value of net assets of a joint-stock company means a value determined by subtracting from the amount of assets of a joint-stock company accepted for calculation, the amount of its liabilities accepted for calculation.

It is easy to see that this definition does not disclose either the economic or financial component of the organization's net assets.

In fact (from the requirements of legislation and regulations on accounting) we can conclude that net assets is the difference between the value of all assets (property) of the organization and the amount of accounts payable. In other words, the amount of net assets shows what part of the property was acquired at the expense of own funds organizations - authorized and additional capital and retained earnings.

At the same time, the use of the net asset indicator in modern legislative framework is becoming more and more widespread.

Practically in all federal laws, regulating the activities of certain organizational and legal forms, it was found that the amount of net assets plays big role within the limits of use financial resources organizations.

The above Order is currently in use. Organizations of other organizational and legal forms apply the provisions of the Procedure, taking into account the specifics of their activities, settlements with participants, creditors, etc.

In accordance with clause 1 of the Procedure, the value of the net assets of a joint-stock company is understood to be the value determined by subtracting from the amount of the joint-stock company's assets accepted for calculation, the amount of its liabilities accepted for calculation.

The composition of assets accepted for calculation includes:

outside current assets reflected in sec. 1 of the balance sheet (intangible assets, fixed assets, construction in progress, profitable investments in tangible assets, long-term financial investments, Other noncurrent assets);

Current assets reflected in sec. 2 of the balance sheet (stocks, value added tax on acquired valuables, receivables, short-term financial investments, cash, other current assets), except for the amount of actual costs for the repurchase of own shares repurchased joint stock company from shareholders for their subsequent resale or cancellation, and debts of participants (founders) for contributions to the authorized capital.

Liabilities included in the calculation include:

Long-term liabilities on loans and credits and other long-term liabilities;

Short-term liabilities on loans and credits;

Accounts payable;

Debts to participants (founders) for the payment of income;

Reserves for future expenses;

Other current liabilities.

Assets and liabilities also include deferred tax assets and deferred tax liabilities, respectively.

The data on the amount of other long-term and short-term liabilities show the amounts of provisions created in accordance with the established procedure in connection with contingent liabilities and with the termination of activities.

Operations with shares owned by the company

According to Art. 24 of Law N 14-FZ in the new edition, the shares owned by the company are not taken into account when determining the results of voting at the general meeting of the company's participants, when distributing the company's profits, as well as the company's property in the event of its liquidation.

Within one year from the date of transfer of a share or part of a share to the company, they must be distributed by decision of the general meeting of the company's participants among all the company's participants in proportion to their shares in the authorized capital or offered for acquisition by all or some of the company's participants and (or), if it is not prohibited by the charter of the company, to third parties.

Distribution of a share or a part of a share among the company's participants is allowed only if, before the transfer of the share or part of the share to the company, they were paid or compensation was provided for them.

The sale of an unpaid share or part of a share in the authorized capital of the company, as well as a share or part of a share owned by a company member who did not provide monetary or other compensation, is carried out at a price that is not lower than the nominal value of the share or part of the share. The sale of shares or parts of shares acquired by the company, including the shares of participants who have withdrawn from the company, is carried out at a price not lower than the price that was paid by the company in connection with the transfer of a share or part of a share to it, unless a different price is determined by a decision of the general meeting of participants in the company .

The sale of a share or part of a share to the participants of the company, as a result of which the size of the shares of its participants is changed, as well as the sale of a share or part of the share to third parties and the determination of a different price for the sold share, are carried out by a decision of the general meeting of the participants of the company, adopted by all participants unanimously.

Not distributed or sold within the established Art. 24 of Law N 14-FZ term, the share or part of the share in the authorized capital of the company must be redeemed, and the size of the authorized capital of the company must be reduced by the nominal value of this share or this part of the share.

Authority implementing state registration legal entities, must be notified of the transfer to the company of a share or part of a share in the authorized capital of the company no later than within a month from the date of transfer of a share or part of a share to the company by sending an application for making appropriate changes to the Unified State Register of Legal Entities and a document confirming the grounds for the transition to share or part of the share to the company.

If within the specified period the share or part of the share is distributed, sold or redeemed, the body carrying out state registration of legal entities is notified by the company by sending an application for making appropriate changes to the Unified State Register of Legal Entities and documents confirming the grounds for transferring the share or part of the share to the company, as well as their subsequent distribution, sale or redemption.

Documents for state registration provided for by Art. 24 of Law N 14-FZ of amendments, and when selling a share or part of a share, also documents confirming the payment of a share or part of a share in the authorized capital of the company must be submitted to the body that carries out state registration of legal entities within a month from the date of the decision on the distribution share or part of the share between all participants in the company, on their payment by the acquirer or on redemption.

Accounting for buyout and sale of shares by a company

Accounting records of shares transferred to the company or redeemed by the company are kept on account 81.

Before proceeding to the accounting entries that are drawn up upon the transfer of a share of a member of the company, let's pay attention to one circumstance. Because economic entity the transfer of a share is reduced to the movement of funds accounted for in the authorized capital, the question arises: should the size of the authorized capital be reduced? In our opinion, such an operation is not only unnecessary, but also undesirable.

The fact is that the reduction of the authorized capital is not limited to making changes to the constituent documents. The authorized capital of a company is the amount that creditors can claim in the event of a company's reorganization or liquidation.

Consequently, any reduction in the authorized capital affects the interests of creditors and must be made with their consent. More precisely, creditors must be notified of a decrease in the authorized capital and have the right to present their claims against the company within a month, up to the termination of business contracts.

Taking into account the fact that the authorized capital of limited liability companies in most cases does not differ significantly from the minimum amount (10,000 rubles), it can be concluded that the potential losses associated with a decrease can be significantly higher than the costs associated with the reimbursement of property in the account of the withdrawing participant (paid out funds or assets transferred to the withdrawing participant).

Let us consider how the most common share transfer transactions should be recorded in accounting.

1. Alienation of a share (part of a share) in connection with its non-payment.

Two things should be kept in mind here.

Firstly, civil law allows the excess of the authorized capital over the net assets at the end of the first year of the organization.

Secondly, the current version of Law N 14-FZ (taking into account the amendments introduced by Law N 312-FZ) no longer contains a requirement to alienate the entire share of the participant in the event of its partial non-payment before the expiration due date. Moreover, the newly introduced paragraph 3 of Art. 16 of Law N 14-FZ expressly stipulates that in the event of incomplete payment of a share in the authorized capital of the company within the prescribed period (one year from the date of state registration of the company), determined in accordance with paragraph 1 of Art. 16, the unpaid part of the share goes to the company. Such part of the share must be sold by the company in the manner and within the time limits established by Art. 24 Law N 14-FZ. The agreement on the establishment of a company may provide for the collection of a penalty (fine, penalties) for failure to fulfill the obligation to pay shares in the authorized capital of the company.

However, in practice, such a scheme can hardly be considered the most rational. After all, the sale of a share to third parties during the second year of the existence of an LLC can be very problematic, and the sale of a part of the share to other participants will entail a change in the size of their shares, which, in turn, will necessitate changes in several provisions of the company's charter. In any case, if only part of the share is alienated, the amount of the share owned by the participant who did not pay in full size, the ratio of the shares of individual participants in the company will also change, which is also associated with the need for a serious revision of the constituent document (charter). In addition, from a pragmatic point of view, participants who have fully fulfilled their obligations to society are unlikely to want to continue cooperation with a participant who evades such obligations at the very beginning of work.

Therefore, in our opinion, most often companies will use the right granted to them by Art. 10 of Law N 14-FZ, and initiate a judicial review on the exclusion from the company of a participant who has not fully paid his share (since it is not difficult to prove the fact that such a participant grossly violates his obligations or by his actions (inaction) makes the activities of the company impossible or significantly makes it difficult).

In this case, the share of the participant is transferred to the company in full (paid and unpaid parts). With this in mind (if the exclusion occurs during the second year of the LLC's operation), the amount of the value of the property due to the withdrawing participant may be less than the part of the net assets.

As of the date of the decision to alienate the unpaid share in the balance sheet, the debt for this participant is recorded on account 75 "Settlements with the founders". At the same time, the company has a debt to the withdrawing (excluded) participant in the amount of the value of the property corresponding to his contribution. Subsequently, the value of the paid contribution must be charged to the debt of other participants.

Therefore, the following entries will be made in accounting:

Debit 81 Credit 75 - for the amount of the company's debt to the withdrawing participant;

Debit 75 Credit 50 - in the amount of the value of the share paid in cash (to a participant - an individual);

Debit 75 Credit 51 - in the amount of the value of the share paid by bank transfer (to a participant - a legal entity);

Debit 91 Credit 08 and

Debit 75 Credit 91 - for the amount of the value of the share paid in kind (fixed assets or intangible assets, inventories, etc.);

Debit 75 Credit 81 - for the amount of the share of the retired participant payable by other participants in the company.

At the same time, in analytical accounting, it is necessary to formalize the transfer of debt on contributions to the authorized capital from the withdrawn participant to participants who must pay for the redeemed share.

If at the time of the decision the amount of net assets still exceeded the amount of the authorized capital, then the amount of debt to the participant must be increased by the amount of the difference between the share of the participant in the amount of the contribution to the authorized capital and net assets in the part corresponding to the paid share of the withdrawing participant.

In addition, please note that this portion of the payment made is subject to income tax (if the withdrawing member is individual) or income tax (if the participant is a legal entity).

At the same time, personal income tax must be accrued and transferred to the budget by the paying party, that is, the company from which the participant leaves:

Debit 84 Credit 75;

Debit 75 Credit 68 - for the amount of accrued personal income tax.

Profit tax is paid by the party that received this profit.

The rest of the wiring is done in the same way.

2. Purchase by the company of the share of the withdrawing participant.

In this case, the wiring is the same as in the previous case. The difference is that, as a rule, there will be no balance on account 75 in this situation, and net assets will exceed the amount of the authorized capital.

If, nevertheless, a decision is made to reduce the authorized capital in connection with the withdrawal of a participant, the following entries should be made in accounting:

Debit 81 Credit 75 - for the amount of debt to the withdrawing participant in the part corresponding to the contribution to the authorized capital;

Debit 84 Credit 75 - for the amount of debt to the withdrawing participant in the part corresponding to the difference between net assets and authorized capital;

Debit 80 Credit 81 - by the amount of the decrease in the authorized capital;

Debit 75 Credit of cash accounts and accounts of sales and other income and expenses - for the amount of payment made.

3. Sale by a participant of a share to third parties and in case of gratuitous assignment of a share to a company.

Since in these situations no movement of value actually occurs, then, in our opinion, these operations should not be reflected in system accounting: all changes are made only in analytical accounting and, if necessary, in founding documents society.

In this way, general scheme accounting entries for the buyout and sale of shares may look as follows (Table 2).

table 2

The transfer of a share in the authorized capital of an LLC to another person is carried out in accordance with the norms of Federal Law No. 14, as well as Art. 93 GK. It is possible on the basis of any agreements with the founders, third parties and the enterprise itself. It should be noted that the charter may contain various restrictions on the conduct of these transactions. The transfer of a share is possible only if it is paid.

Transfer of a share in the authorized capital of an LLC to another person

The procedure for registering the transfer of a share of a member of a limited liability company depends on the status of the acquirer of the property right. The legislation defines two different procedures for processing transactions, which differ from each other.

1. Transfer of shares to third parties

The transfer of a share to third parties is carried out under the following conditions:

• the absence of a ban on its holding in the charter;
• the consent of other participants who have preemptive rights purchases;
• mandatory notarization (clauses 11-18 of article 21 of the Federal Law No. 14).

Before selling a share to a third-party buyer, the founder must offer to buy it out to other participants. If within a month or within other periods provided for by the Charter, he does not receive objections from them, he will be able to conclude an agreement with any person. New member becomes the owner of the share from the date of notarization.

made without obtaining additional consents.

Transfer of a share in an LLC to the LLC itself

According to Art. 23 of Federal Law No. 14, organizations are prohibited from acquiring their own shares. Transactions of this type are allowed only in exceptional situations. The transfer of a share of a participant to a company is possible if:

1. The charter of the organization prohibits alienation to third parties, while other participants refuse to conclude a transaction.

This situation is the most common reason for transferring a share to an LLC. The legislation obliges the organization to conclude a sale and purchase agreement with the participant on market terms.

2. The general meeting decided to conclude a major contract or increase authorized capital, with the participant opposing the majority.

If an agreement cannot be reached, he may demand the redemption of the share within 45 days from the date of the decision. The company must make payment within three months. The transfer of a participant's share to an LLC in this case may be carried out in a special manner regulated by the Charter.

3. The participants do not agree to the transfer of the share to the heirs of the deceased participant or the legal successors of the company that has been reorganized.
4. The company repaid the debts of the founder in the amount corresponding to the price of the share.
5. Missing the deadline for paying the founder's contribution is also a reason for transferring a share in the authorized capital to the company.
6. The founder is forcibly expelled from the LLC for committing offenses by the court.

The transfer of a share from a company participant to a company must be accompanied by the entry of new information into the Unified State Register of Legal Entities. Documents must be submitted to the IFTS within 30 days from the date of change of ownership. Within 12 months after the transfer of a share in an LLC to the company itself, it must be sold by the participants or distributed according to the size of their shares. It can also be sold to third parties if this is permitted by the charter of the company. The transfer of the share of the company to the participants by distribution is carried out only if it has been paid. In other situations, the sale is carried out at a cost not lower than face value. If, after a year after the transfer of a share in an LLC to the LLC itself, it has not found a new owner, the organization must reduce the authorized capital (clause 5 of article 24 of the Federal Law No. 14).

Transfer of a share when a participant exits

The basis for the transfer of the share of a member of a limited liability company may be his exclusion from the LLC. It is made voluntarily or in accordance with a court decision. In each of these cases, it is possible to transfer a share from a participant to a participant in the Company, sell it to third parties (according to the rules of the charter) or assign an LLC.

How to formalize the transfer of a share to a company upon withdrawal of a participant?

This procedure is carried out in the following order:

• the founder submits an appropriate application to the head;
• a general meeting is held at which the contract is approved;
• the parties fill out an application for entering information about the withdrawal of the founder in State Register, assure it from a notary and submit it to the Federal Tax Service.

Transfer of a share in an LLC by inheritance

The transfer of a share in an LLC by inheritance is carried out in the same manner as other property of the deceased. The successor must submit certain documents to the notary within six months from the date of death. After this time, he is issued a certificate of inheritance. Until that moment, the functions of the deceased participant are performed by the executor of the will, or by the trustee by appointment of a notary.

The charter may provide for the transfer of a share in the order of inheritance only with the permission of other founders (clause 8, article 21. Federal Law No. 14). It is considered received if no refusal is received within 30 days after the written request of the heir. If the transfer of the share to the heir in the LLC was not approved, he is paid financial compensation. It may also be provided in kind.

The transfer of a share in an LLC to the heirs is carried out in the following order:

• a general meeting is held at which a protocol on the admission of a new participant is drawn up;
• the head of the LLC and the heir fill out an application for amendments to the Unified State Register of Legal Entities, certify it with a notary and submit it to the IFTS.

During the reorganization of the company, it is possible to transfer the share in the order of succession to the legal entity. persons (clause 8, article 21. Federal Law No. 14). It is produced according to an agreement approved by all participants in this procedure.

FZ "OB LLC"

Article 26

1. A participant in a company has the right to withdraw from the company by alienating a share to the company, regardless of the consent of its other participants or the company, if this is provided for by the charter of the company.

Article 24

2. Within one year from the date of transfer of a share or part of a share in the authorized capital of the company to the company, by decision of the general meeting of participants in the company, they must be distributed among all participants in the company in proportion to their shares in the authorized capital of the company or offered for purchase by all or some participants in the company and (or), if it is not prohibited by the charter of the company, to third parties.

3. The distribution of a share or a part of a share among the company's participants is allowed only if, before the transfer of the share or part of the share to the company, they were paid or compensation was provided for them, provided for in paragraph 3 of Article 15 of this Federal Law.

is it possible to simultaneously withdraw a participant, redistribute the share to the company and redistribute the share to the remaining participant,
Anna

CAN!!!

item 6. Art. 24 of the LLC Law

Organ, carrying out state registration of legal entities, must be notified of the transition to the company of a share or part of a share in the authorized capital of the company no later than within a month from the date of transfer of a share or part of a share to the company by sending an application for making appropriate changes to the unified state register of legal entities and a document confirming the grounds for the transfer to the company of a share or part of a share. If during the specified period the share or part of the share is distributed, sold or redeemed, the body carrying out state registration of legal entities is notified by the company by sending an application for making appropriate changes to the unified state register of legal entities and documents confirming the grounds for the transition to the company shares or parts of shares, as well as their subsequent distribution, sale or redemption. Documents for the state registration of the changes provided for by this article, and in the event of the sale of a share or part of a share, also documents confirming the payment of a share or part of a share in the authorized capital of the company, must be submitted to the body that carries out state registration of legal entities within a month from the date of the decision on distribution of a share or part of a share among all participants in the company, on their payment by the acquirer or on redemption.

These changes become effective for third parties from the moment of their state registration.

But if interested end result is the transfer of a share to another participant, it will be more convenient to simply sell him a share.