Publication date: 2016-11-25
Heading:

The members of an LLC are, ideally, not just people who have pooled their money, but a team of like-minded people who are able to make decisions that suit, if not everyone, then almost everyone. Therefore, the law is aimed at preserving the composition of participants, despite the desire of individual individuals who have broken away from the collective to sell their share to the first person they meet.

According to general rule paragraph 4 of Article 21 of the Federal Law “On companies with limited liability» Members 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 in proportion to the size of their shares. The charter may provide for some variations of this rule. So, for example, the sale price to participants using preemptive right may be fixed in the articles of association. In addition, it is allowed to grant the pre-emptive right to purchase to the company itself.

The preemptive right to purchase rule applies only when the share is alienated to a third party (a person who is not a member of this company).

Here we will consider the question of how this general rule is applied, because most often the participants do not use legal opportunities when approving the charter and do not add anything to the main document of the company.

It is important to understand that when using this very general rule about the pre-emptive right to a third party (potential buyer) should not get anything. The alienated share will be fully sold to participants who have expressed a desire to exercise the said right.

Option 1

Member A notifies of its intention to sell its share (30%) to a third party. There are two other participants B (10%) and C (60%). Participant C refuses to use the pre-emptive right, and B declares his desire to buy a share. In this case, B can and should buy all 30%.

Option 2

Same thing, but now both B and C are going to buy a stake. Under these conditions, the existing proportion of the shares owned by these participants, namely 1 to 6, will be taken into account. This means that B will buy out 4.3%, and C - 25.7%.

The charter may provide that the participant, using the pre-emptive right, expresses his intention to buy not the entire share that fell to him, but only a part. Given such a rule, in the latter case B could say that he would only buy 10%. Then the Remaining 15.7% would have been bought by a third party.

It remains to be added that similar rules on the pre-emptive right to purchase can also be enshrined in the charter of a non-public joint-stock company. In the Federal Law "On Joint-Stock Companies", the regulation of these issues is dispositive and is fully under the jurisdiction of the legal entity.

In accordance with paragraph 4 of Art. 21 of the LLC Law, the participants in the company enjoy the pre-emptive right to purchase a share or part of the share of a member of the company at an 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. That is, if there are 3 participants in the company, 1 has 50% of the authorized capital, 2 has 25% of the authorized capital, 3 has 25% of the authorized capital and 1 wants to sell a share through the preemptive right to purchase, 2 will be able to buy only 25% ? And if 3 does not buy, then the remaining 25% can buy 2 or not? Or 2 can buy all 50%? The articles of association state that the participant has the right to sell to third parties, the consent of others is not required, and that the period for exercising the pre-emptive right to purchase is 30 days.

Answer

Decree of the Arbitration Court of the Moscow District dated April 30, 2015 N Ф05-4213 / 2015
The participants of the company enjoy the pre-emptive right to purchase a share or part of the share of a participant at the offer price to a third party, both in proportion to the size of their shares, and disproportionately. The transfer of the rights and obligations of the buyer of a share in the authorized capital to a company participant in the exercise of a pre-emptive right cannot be carried out at a price lower than the price at which the share is sold to a third party. Therefore, the plaintiff's demand for the transfer of rights and obligations under the share purchase and sale agreement at a different price is unlawful. In addition, if a company member who intends to cede his share in the authorized capital of a limited liability company sent a notice, then the absence of the company member who expressed a desire to exercise the preemptive right on the appointed day to conclude an agreement on the alienation of the share is regarded as a refusal to conclude it . Therefore, a company participant who intends to assign a share to a third party has the right to make such a transaction.

Decree of the Arbitration Court of the Moscow District dated April 30, 2015 N Ф05-3495 / 2015
The charter of the company (defendant) contains a requirement to obtain the consent of other members of the company and the company to conclude transactions for the sale or otherwise alienate a share in the authorized capital. The defendant did not apply to the participants of the company and the company itself with a notice of intention to donate his share in the authorized capital of the company, in connection with which this indicates a violation of the requirements of paragraph 2 of Art. 21 of the Federal Law "On Limited Liability Companies" and the charter. The disputed donation transaction violates the rights and legally protected interests of the plaintiffs, including that it entailed adverse consequences for them, namely, the right of the plaintiffs to participate in the management of the company's affairs in the manner prescribed by the Federal Law "On Limited Liability Companies" was violated, the right to agree on the completion of a donation transaction was violated shares in the charter capital, as well as the balance of interests of all company members established by the charter in terms of the possibility for one company member to receive a predominant number of votes over other company members, since as a result of the contested transaction one of the defendants increased the size of its share in the charter capital to 55%, in connection with which the plaintiffs lost the opportunity to participate in the management of the company's affairs.

Decree of the Arbitration Court of the Moscow District dated 01.10.2015 N Ф05-12339/2015
The conclusions of the expert opinion on determining the actual (market) value of a part of a share in the authorized capital of an LLC do not refute the calculation of the actual value of the share determined by a notary when issuing a certificate of inheritance to the plaintiffs under the law, and taking into account that the funds in the amount sufficient to pay to the plaintiffs of the actual value of 1/3 of the share in 80% of the authorized capital of the LLC, contributed by the company to the notary's deposit, which indicates that the plaintiffs did not prove the fact of violation of their rights by the defendant and there are no legal grounds for satisfying the claim regarding the recovery in favor of the plaintiffs of the actual value of the share in the claims declared by the plaintiffs size.

Decree of the Arbitration Court of the Moscow District dated May 21, 2015 N Ф05-5150 / 2015
The contract of trust management of hereditary property was concluded after obtaining the consent of the plaintiff and other participants in the company for the transfer of the share of the deceased to her heirs. The plaintiff did not declare the falsification of his consent to the transfer of the share to the heirs. Therefore, the receipt of the said consents of the members of the company entailed the relevant legal consequences for the subsequent acquisition by the heirs of the rights of the members of the company, and evidence that the charter of the company or the current legislation provides for the possibility of subsequent withdrawal of the said consent to the transfer of the share of the deceased member of the company to his heirs is not presented.

Option: The maximum size of the participant's share is not limited. The ratio of participants' shares can be changed (cannot be changed).

4.2. Participants contribute ________% (not less than 50%) of their share in the authorized capital at the time of registration of the Company. The remaining _________% of the authorized capital is paid by participants within one year from the date of registration.

4.3. It is not allowed to release a member of the Company from the obligation to make a contribution to the authorized capital of the Company, including by offsetting claims against the Company.

4.4. The number of votes a participant has is directly proportional to his share. 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 Members, as well as when distributing the Company's profits and property in the event of its liquidation.

4.5. The relations of participants with the Company and among themselves, as well as other issues arising from the right of a participant to a share in the property of the Company, are regulated by law and this Charter.

4.6. The authorized capital of the Company may be increased at the expense of the Company's property and (or) at the expense of additional contributions from the Company's members and (or) at the expense of contributions from third parties accepted by the Company.

Option: The authorized capital of the Company may be increased only at the expense of the Company's property and (or) at the expense of additional contributions of the Company's members.

4.7.1. The increase in the authorized capital of the company at the expense of its property is carried out by decision general meeting members of the company, adopted by a majority of at least _______ (at least 2/3) of the votes of the total number of votes of the company's participants.

The decision to increase the authorized capital of the company at the expense of the property of the company can be made only on the basis of data financial statements company for the year preceding the year during which such a decision was made.

The amount by which the authorized capital of the company is increased at the expense of the property of the company must not exceed the difference between the value of the net assets of the company and the amount of the authorized capital and reserve fund society.

When the authorized capital of a company is increased in accordance with this article, the nominal value of the shares of all participants in the company increases proportionally without changing the size of their shares.

4.7.2. The general meeting of the company's participants, by a majority of at least ________ (at least 2/3) votes of the total number of votes of the company's participants, may decide to increase the authorized capital of the company by making additional contributions by the company's participants. Such a decision should determine the total cost of additional contributions, as well as establish a common ratio for all members of the Company between the value of the additional contribution of a member of the Company and the amount by which the nominal value of his share is increased. The specified ratio is established based on the fact that the nominal value of the share of a member of the Company may increase by an amount equal to or less than the value of his additional contribution.

The term for making additional contributions by members of the Company is ____ months.

4.7.3. The General Meeting of Members of the Company may decide to increase its authorized capital based on the application of the member of the Company (statements of the members of the Company) for making an additional contribution and (or) the application of a third party (statements of third parties) for his admission to the Company and making a contribution. Such a decision is made by the members of the Company unanimously.

The application of the participant (participants) of the Company and the application of the third party must indicate the amount and composition of the contribution, the procedure and term for its payment, as well as the amount of the share that the participant of the Company or a third party would like to have in the authorized capital of the Company. The application may also specify other conditions for making contributions and joining the Company.

The introduction of additional contributions by the Company's members and contributions by third parties must be made no later than within six months from the date of adoption by the general meeting of the Company's members of the decisions provided for in this paragraph.

4.8. An increase in the authorized capital of the Company is allowed only after its full payment.

4.9. The Company has the right, and in the cases provided for by the Federal Law, is obliged to reduce its authorized capital. The reduction of the authorized capital of the Company may be carried out by reducing the nominal value of the shares of all members of the Company in the authorized capital of the Company and (or) redemption of the shares owned by the Company.

4.10. The company is not entitled to reduce its authorized capital if, as a result of such a decrease, its size becomes less than the minimum amount of the authorized capital, determined in accordance with paragraph 1 of Art. 14 of the Federal Law "On Limited Liability Companies", as of the date of submission of documents for state registration.

4.11. Within 30 (thirty) days from the date of the decision to reduce its charter capital, the Company is obliged to notify in writing about the reduction in the charter capital of the Company and its new amount to all creditors of the Company known to it, as well as to publish in the press, which publishes data on state registration legal entities.

4.12. Reducing the authorized capital of the Company by reducing the nominal value of the shares of all members of the Company must be carried out while maintaining the size of the shares of all members of the Company.

5. ISSUE OF BONDS

5.1. The Company has the right to place bonds and other issue-grade securities in the manner established by law about valuable papers Oh.

Issue of bonds by the Company is allowed after full payment of its authorized capital.

5.2. The bond must have a par value. The nominal value of all bonds issued by the Company must not exceed the amount of the Company's authorized capital and (or) the amount of security provided to the Company for these purposes by third parties. In the absence of collateral provided by third parties, the issue of bonds is allowed not earlier than the third year of the Company's existence and subject to the proper approval of the annual financial statements for two completed financial years. These restrictions do not apply to mortgage-backed bond issues and in other cases established by federal securities laws.

6. RIGHTS AND OBLIGATIONS OF PARTICIPANTS

6.1. The participant is obliged:

6.1.1. Pay for shares in the authorized capital of the Company in the manner, in the amount and within the time limits provided for by the Federal Law and the agreement on the establishment of the Company. Part of the profit is accrued to the participant from the moment of actual payment of 100% of his share in the authorized capital.

6.1.2. Comply with the requirements of the Articles of Association, the terms of the agreement on the establishment of the Company, comply with the decisions of the Company's management bodies adopted within their competence.

6.1.3. Do not disclose confidential information about the activities of the Company.

6.1.4. Immediately notify the General Director of the impossibility of paying the declared share in the authorized capital of the Company.

6.1.5. Protect the property of the Society.

6.1.6. Fulfill the obligations assumed in relation to the Company and other participants.

6.1.7. Assist the Company in the implementation of its activities.

6.1.8. Fulfill other additional duties assigned to all members of the Company by decision of the General Meeting of Members of the Company, adopted unanimously. Also perform other additional duties assigned to a certain participant by a decision of the General Meeting of the Company's Participants, adopted by a majority of at least two-thirds of the votes of the total number of votes, provided that the Company's Participant, who is entrusted with such duties, voted for such a decision or gave a written agreement. Additional obligations assigned to a certain member of the Company, in the event of the alienation of his share or part of the share, do not transfer to the acquirer of the share or part of the share. Additional obligations may be terminated by a decision of the General Meeting of Members of the Company, adopted by all members of the Company unanimously.

6.1.9. Inform the Company in a timely manner about changes in information about his name or title, place of residence or location, as well as information about his shares in the authorized capital of the Company. If a member of the Company fails to provide information about a change in information about himself, the Company shall not be liable for the losses caused in connection with this.

6.2. The participant has the right:

6.2.1. Participate in the management of the Company's affairs, including by participating in the General Meetings of Participants, in person or through a representative.

6.2.2. Receive information about the activities of the Company and get acquainted with its accounting books and other documentation.

6.2.3. Participate in the distribution of profits.

6.2.4. Elect and be elected to the management and control bodies of the Company.

6.2.5. Get acquainted with the minutes of the General Meeting and make extracts from them.

6.2.6. To receive, in the event of liquidation of the Company, part of the property remaining after settlements with creditors, or its value.

6.2.7. Appeal to the relevant bodies of the Company actions officials Society.

6.2.8. To make proposals on the agenda, referred to the competence of the General Meeting of Participants.

6.2.9. Withdraw from the Company by alienating a share to the Company with the consent of other members or the Company or regardless of the consent of its other members or the Company, paying him the actual value of his share or issuing property in kind of the same value with the consent of this member of the Company.

Option: The item is not indicated if clause 8.1 of the Charter does not provide for the right of a participant to withdraw from the Company.

6.2.10. Enjoy the following additional rights:

____________________________________________;

____________________________________________.

Note: Additional rights may be provided for by the charter of the company upon its establishment or granted to the participant (participants) of the company by decision of the general meeting of participants of the company, adopted by all participants of the company unanimously.

6.2.11. Additional rights granted to a certain member of the company, in the event of the alienation of his share or part of the share, do not transfer to the acquirer of the share or part of the share.

6.2.12. Termination or restriction of additional rights granted to all participants in the company is carried out by decision of the general meeting of participants in the company, adopted by all participants in the company unanimously. Termination or restriction of additional rights granted to a certain member of the company is carried out by decision of the general meeting of members of the company, adopted by a majority of at least two-thirds of the votes of the total number of votes of the members of the company, provided that the member of the company who owns such additional rights voted for the adoption of such decision or gave written consent.

6.2.13. A participant in a company who has been granted additional rights may refuse to exercise his additional rights by sending written notice about this society. From the moment the company receives the said notice, the additional rights of the company's participant cease.

6.3. The number of members of the Society should not exceed fifty.

6.4. Any agreements of the members of the Company aimed at restricting the rights of any other member, in comparison with the rights granted by the current legislation of the Russian Federation, are void.

6.5. 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.

6.6. 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 participants of the company or company to make such a transaction is not required.

Option 1: At the same time, the consent of other members of the Company or the Company is required to complete such a transaction.

Option 2: The sale or otherwise alienation of the share or part of the share is prohibited.

6.7. Members 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 different price from the offer

to a third party and a price predetermined by the Charter of the Company)

in proportion to their shares.

6.8. The Company has a pre-emptive right to purchase a share or part of a share owned by a member of the Company at the offer price to a third party or at a price predetermined by the charter, if other members of the Company have not exercised their said pre-emptive right.

The Company's exercise 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 Members of the Company. The specified right of the Company must be exercised on time ___________________________.

Note: The Articles of Association may not provide for the specified pre-emptive right to purchase by the Company a share or part of a share of a member 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.

6.9. The purchase price of a share or part of a share when using the pre-emptive right to purchase is set in a firm sum of money and amounts to __________ (___________) rubles.

Option: Purchase price of a share or part of a share when using

1. The company is not entitled to acquire shares or parts of shares in its authorized capital, except for the cases provided for by this Federal Law.

2. If the charter of the company prohibits the alienation of a share or part of a share owned by a member of the company to third parties and other members of the company have refused to acquire them or consent has not been obtained for the alienation of a share or part of a share to a member of the company or a third party, provided that the need to obtain such consent is provided for by the charter of the company, the company is obliged to acquire, at the request of a member of the company, his share or part of the share.

If the general meeting of the company's participants makes a decision to conclude a major transaction or to increase the authorized capital of the company in accordance with Clause 1 of Article 19 of this Federal Law, the company is obliged to acquire, at the request of a company participant who voted against such a decision or did not take part in voting, a share in the authorized capital of the company, owned by this participant. This requirement may be filed by a member of the company within forty-five 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 the members of the company that made such a decision, such a request may be submitted within forty-five days from the date of its adoption.

In the cases provided for in paragraphs one and two of this paragraph, within three months from the date of the occurrence of the corresponding 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 company's authorized capital, determined on the basis of the company's financial statements for the last reporting period preceding the day of the company's participant's application with the relevant demand, or with the consent of the company's participant, 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.

3. Has expired.

4. 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 .

5. If the consent of the company's participants to the transfer of a share or part of a share, provided for in accordance with paragraphs 8 and 9 of Article 21 of this Federal Law, is not received, the share or part of the share shall be transferred to the company on the day following the date of expiration of the period established by this Federal Law. by law or the charter of the company to obtain such consent from the participants in the company.

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.

6. If the company pays, in accordance with Article 25 of this Federal Law, the actual value of the share or part of the share of a member of the company, at the request of its creditors, part of the share, the actual value of which was not paid by other members of the company, shall be transferred to the company, and the rest of the share shall be distributed among the participants companies in proportion to the fees paid by them.

6.1. In the event that a company participant withdraws from the company in accordance with Article 26 of this Federal Law, his share shall be transferred to the company. The company is obliged to pay to the member of the company who submitted an application for withdrawal from the company, the actual value of his share in the authorized capital of the company, determined on the basis of the financial statements of the company for the last reporting period preceding the day of filing an application for withdrawal from the company, or, with the consent of this member of the company, issue to him in kind property of the same value, or in case of incomplete payment by him of the share in the authorized capital of the company, the actual value of the paid part of the share.

The company is obliged to pay the participant of the company the actual value of his share or part of the share in the authorized capital of the company or to give him property of the same value in kind within three months from the date of the corresponding obligation, unless a different period or procedure for paying the actual value of the share or part of the share is not provided for by the charter society. Provisions establishing a different time period or procedure for paying the actual value of a share or part of a share 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 in 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.

7. The share or part of the share shall pass to the company from the date:

1) receipt by the company of the demand of the participant of the company for its acquisition;

2) receipt by the company of an application of a participant in the company to withdraw from the company, if the right to withdraw from the company of the participant is provided for by the charter of the company;

3) the expiration of the term for payment of a share in the authorized capital of the company or for the provision of compensation provided for in paragraph 3 of Article 15 of this Federal Law;

4) the entry into force of a court decision on the exclusion of a company participant from the company or a court decision on the transfer of a share or part of a share to the company in accordance with paragraph 18 of Article 21 of this Federal Law;

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

6) payment by the company of the actual value of the share or part of the share owned by the participant of the company, at the request of his creditors.

7.1. Documents for state registration of the relevant changes must be submitted to the body carrying out state registration of legal entities within a month from the date of transfer of a share or part of a share to the company. These changes become effective for third parties from the moment of their state registration.

8. 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 give 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 this Federal Law 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 reduction in the authorized capital of the company may lead to its size becoming less than the minimum amount of the authorized capital of the company, determined in accordance with this Federal Law, 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 out of the difference between the value of the company's net assets and the specified minimum size 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 day the grounds for such payment arise. 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 the share or part of the 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 the 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.

In the cases provided for by Clauses 2 and 6.1 of this article, if in accordance with the requirements of this Federal Law the company is not entitled to pay the actual value of the share in the authorized capital of the company or to issue in kind property of the same value, the company, on the basis of a written application submitted no later than than within three months from the date of expiration of the period for payment of the actual value of the share by the person whose share has passed to the company, is obliged to restore him as a member of the company and transfer to him the appropriate share in the authorized capital of the company.

Legal advice under Art. 23 of the Law on Limited Liability Companies

Julia Smirnova

What you need to open your LLC

• Lawyer's response:

  See the law "On Limited Liability Companies" Article 11. Procedure for founding a company 1. The founders of a company conclude a memorandum of association and approve the charter of the company. The memorandum of association and the articles of association of the company are the founding documents of the company. If the company is founded by one person, the constituent document of the company is the charter approved by this person. In the event of an increase in the number of participants in the company to two or more, a memorandum of association must be concluded between them. The founders of the company elect (appoint) the executive bodies of the company, and in case of making non-monetary contributions to the authorized capital of the company, approve their monetary value. The decision to approve the charter of the company, as well as the decision to approve the monetary value of the contributions made by the founders of the company, is taken by the founders unanimously. Article 12 joint activities on its creation. The memorandum of association also determines the composition of the founders (participants) of the company, the size of the authorized capital of the company and the size of the share of each of the founders (participants) of the company, the amount and composition of contributions, the procedure and terms for their introduction into the authorized capital of the company upon its establishment, the responsibility of the founders (participants) of the company for violation of the obligation to make contributions, the conditions and procedure for the distribution of profits between the founders (participants) of the company, the composition of the company's bodies and the procedure for exit of the company's participants from the company. 2. The charter of the company must contain: full and abbreviated trade name of the company; information about the location of the company; information on the composition and competence of the company's bodies, including on issues constituting the exclusive competence of the general meeting of the company's participants, on the procedure for making decisions by the company's bodies, including on issues decisions on which are taken unanimously or by a qualified majority of votes; information on the size of the authorized capital of the company; information on the size and nominal value of the share of each member of the company; rights and obligations of the company's participants; information on the procedure and consequences of the withdrawal of a company participant from the company; information on the procedure for the transfer of a share (part of a share) in the authorized capital of the company to another person; information on the procedure for storing documents of the company and on the procedure for providing information by the company to participants in the company and other persons; other information provided for by this Federal Law. You can write in the documents that the authorized capital is 10,000, open an account and put money there. And you can write, the size of the authorized capital is 10,000 rubles. and as a contribution to the authorized capital, the following property was made, namely 1) a system unit worth 5,000; 2) a monitor (such and such a company) worth 5000 rubles. It is necessary to describe which of the founders contributed what. Nobody will check this. But if you make up the authorized capital from property, then evaluate it at 9,900 rubles. and at least 100 rubles. put on the account. It will be more convenient for the accountant to write off depreciation on your computer later. Basically, it's an accounting gimmick. Then pay the state. a fee to the bank for the registration of a newly created enterprise (it used to be 2000). And carry the documents to the tax office, attaching a receipt for payment. A week later, you will be issued a certificate stating that your LLC is registered. Register with the Social Insurance Fund and receive statistics codes by bringing copies of your constituent documents + a copy of your company's registration certificate. After you open a bank account within 10 days, you must notify your tax office about opening an account, or you will be fined (it used to be 5,000 rubles). Good luck!! !

Maxim Borkov

hello, what documents do you need to collect to be a legal entity

• Lawyer's response:

  They do not need to be collected, they are not stones or mushrooms. They need to be drawn up, etc. Option LLC, the law on it Article 12. Constituent documents of the company1. In the founding agreement, the founders of the company undertake to create a company and determine the procedure for joint activities for its creation. The memorandum of association also determines the composition of the founders (participants) of the company, the size of the authorized capital of the company and the size of the share of each of the founders (participants) of the company, the amount and composition of contributions, the procedure and terms for their introduction into the authorized capital of the company upon its establishment, the responsibility of the founders (participants) of the company for violation of the obligation to make contributions, the conditions and procedure for the distribution of profits among the founders (participants) of the company, the composition of the company's bodies and the procedure for exit of the company's participants from the company.2. The charter of the company must contain: the full and abbreviated trade name of the company; information about the location of the company; information about the composition and competence of the company's bodies, including issues constituting the exclusive competence of the general meeting of the company's participants, about the procedure for making decisions by the company's bodies, including on issues, decisions on which are made unanimously or by a qualified majority of votes; information on the amount of the authorized capital of the company; information on the size and nominal value of the share of each participant in the company; rights and obligations of participants in the company; information on the procedure and consequences of the withdrawal of a company participant from the company; information on the procedure for the transfer of a share (part of a share) in the authorized capital of the company to another person; information on the procedure for storing the company's documents and on the procedure for the company to provide information to the company's participants and other persons; other information provided for by this Federal Law. The company's charter may also contain other provisions not contradicting this Federal Law and other federal laws. At the request of a member of the company, an auditor or any interested person, the company is obliged within a reasonable time to provide them with the opportunity to familiarize themselves with the constituent documents of the company, including changes. The company is obliged, at the request of a member of the company, to provide him with copies of the current memorandum of association and the charter of the company. The fee charged by the company for the provision of copies may not exceed the cost of their production.4. Changes to the constituent documents of the company are made by decision of the general meeting of participants in the company. Changes made to the constituent documents of the company are subject to state registration in the manner prescribed by Article 13 of this Federal Law for registration of the company. Changes made to the constituent documents of the company become effective for third parties from the moment of their state registration, and in the cases established by this Federal Law, from the moment of notification of the state registration body. In case of inconsistency between the provisions of the memorandum of association and the provisions of the charter of the company, the provisions of the charter of the company shall prevail for third parties and participants in the company.

Irina Filippova

from what moment does the capacity of the sole executive body com. organizations? signing the protocol, decision on appointment, election or making an entry in the Unified State Register of Legal Entities?

• Lawyer's response:

  The author of the question probably has in mind the question of competence, and the determination of the moment and grounds for the emergence of powers and governing bodies of a legal entity, the moment of occurrence of legal consequences. Civil law is based on the recognition of the equality of participants in the relations it regulates, the inviolability of property, freedom of contract, the inadmissibility of arbitrary interference by someone or in private affairs, the need for unhindered exercise of civil rights, ensuring the restoration of violated rights, their judicial protection. Citizens (individuals) and legal entities acquire and exercise their civil rights of their own free will and in their own interest. They are free to establish their rights and obligations on the basis of the contract and to determine any terms of the contract that do not contradict the law. (Article 1 Basic Principles of Civil Legislation) By virtue of Article 53. (Bodies of a legal entity)1. A legal entity acquires civil rights and assumes civil obligations through its bodies acting in accordance with the law, other legal acts and constituent documents. The procedure for appointing or electing the bodies of a legal entity is determined by law and constituent documents. N 129-FZ "On State Registration of Legal Entities and Individual Entrepreneurs" (as amended on June 23, December 8, 23, 2003, November 2, 2004, July 2, 2005) Article 23. Refusal of state registration is allowed in the event of: a) failure to submit documents required for state registration specified by this Federal Law; b) submission of documents to an improper registering authority; c) provided for in paragraph 2 of Article 20 or paragraph 4 of Article 22.1. of this federal law. (Article 23 of the Law) the list is exhaustive. For non-compliance with the requirements for state registration of changes, for failure to provide information to the Code of Administrative Offenses of the Russian Federation, liability is provided, this is how the public nature is protected and this is how the provision of information for state registration is ensured. legal person, and not state registration. Decision of the Supreme Arbitration Court of the Russian Federation of May 29, 2006 N 2817/06 third parties, including signing an application for entering information about the new sole executive body into the state register. N 14310/05 The application for entering information about the new general director of the company into the state register cannot be regarded as improper, since a person whose powers as the head of the organization have been terminated is not entitled to act on behalf of the company without a power of attorney, including signing an application for making in the state register of information about the new sole executive body. In some cases, there is also a direct indication in the law - clause 3. Art. 62 of the Civil Code of the Russian Federation, the relevant dispositive norms in the procedural legislation (from the moment the liquidation commission is elected and the decision on liquidation is made, the powers are transferred to liquidation commission or liquidator. State registration is of a notification nature. Similarly, special norms of the Law on LLC, on JSC, etc. provide that legal consequences arise from the moment the decision is made by the governing bodies of SELF-INDEPENDENT economic entities.P.S. Absolutely agree with Johnson and Johnnson. ..outrageous.. and, alas, revealing. These are basic knowledge and concepts that a practicing (or practicing) lawyer cannot lack.

Zhanna Kalinina

Sale of a share in LLC. A participant in a limited liability company has notified the other participants in the company of its intention to sell its share in the charter capital to a third party at a certain cost. One of the participants in the company, within a month from the date of the notification, expressed a desire to acquire the specified share at a price less than that declared by the participant selling it. Can a share under such conditions be alienated to a third party, or must it be sold to a member of the company at the price indicated by him?

• Lawyer's response:

  Ignat is right, he has a pre-emptive right only at the price at which the sale is expected to a third party. For the rest, we look at the account. docks, and here: Federal Law on LLC Article 21. Transfer of a share (part of a share) of a company participant in the company's authorized capital to other company participants and third parties. the scheme "Shares, contributions to LLC", the scheme "Transfer of the share of a participant in LLC"1. A member of a company has the right to sell or otherwise assign his share in the charter capital of the company, or part of it, to one or more members of this company. The consent of the company or other participants of the company to the conclusion of such a transaction is not required, unless otherwise provided by the charter of the company. Sale or assignment in any other way by a participant of the company of his share (part of the share) to third parties is allowed, unless this is prohibited by the charter of the company. The share of a member of the company may be alienated before its full payment only in the part in which it has already been paid.4. Members of the company enjoy the pre-emptive right to purchase a share (part of a share) of a member of the company at the offer price to a third party in proportion to the size of their shares, unless the company's charter or agreement of the company's participants provides for a different procedure for exercising this right. The company's charter may provide for the company's preemptive right to acquire a share (part of a share) sold by its participant, if other participants in the company have not exercised their preemptive right to purchase a share (part of a share). A company participant who intends to sell his share (part of a share) to a third party, is obliged to notify in writing the other participants of the company and the company itself, 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 notification, 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 participants. changed and excluded from the charter of the company by decision of the general meeting of the participants of the company, adopted by all the participants of the company unanimously. When selling a share (part of a share) in violation of the preemptive right to purchase, any member of the company and (or) the company, if the company's charter provides for the company's preemptive right to acquire a share (part of the share), has the right, within three months from the moment when the participant in the company or the company learned or should have learned about such a violation, demand in court the transfer of the rights and obligations of the buyer to them. Assignment of the said priority right is not allowed.5. The charter of the company may provide for the need to obtain the consent of the company or other members of the company for the assignment of a share (part of a share) of a member of the company to third parties otherwise than by sale.6. The assignment of a share (part of a share) in the authorized capital of a company must be made in a simple written form, unless the requirement to make it in a notarial form is provided for by the charter of the company. Failure to comply with the form of the transaction for the assignment of a share (part of a share) in the authorized capital of the company, established by this paragraph or the charter of the company, entails its invalidity. The company must be notified in writing of the assignment of the share (part of the 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 exercises the rights and bears the obligations of a member of the company from the moment the company is notified of the specified assignment. To the acquirer of the share (

Valentina Ponomareva

What risks does the founder bear when equity participation in LLC and what should be paid attention to in this case?

• Lawyer's response:

  I will be brief http://www.consultant.ru/popular/ooo/48_1.html#p33 Members of the company who have made contributions to the authorized capital of the company not in full are jointly and severally liable for its obligations within the value of the unpaid part of the contribution of each of the participants in the company. (Part 1, Article 2 of the Federal Law "On LLC") In the event of insolvency (bankruptcy) of the company due to the fault of its participants or through the fault of other persons who have the right to give instructions binding on the company or otherwise have the ability to determine its actions, on these participants or other persons in case of insufficiency of the company's property may be assigned subsidiary liability for its obligations. (part 3, article 3 of the Federal Law "On LLC") It is necessary to pay attention to absolutely everything, from the decency of partners (other participants in the LLC), ending with the types of activities, you can pay special attention to following points: information on the composition and competence of the company's bodies, including on issues constituting the exclusive competence of the general meeting of the company's participants, on the procedure for making decisions by the company's bodies, including on issues decisions on which are taken unanimously or by a qualified majority of votes; information on the size of the authorized capital of the company; information on the size and nominal value of the share of each member of the company; rights and obligations of the company's participants; information on the procedure and consequences of the withdrawal of a company participant from the company; information on the procedure for the transfer of a share (part of a share) in the authorized capital of the company to another person; information on the procedure for storing documents of the company and on the procedure for providing information by the company to participants in the company and other persons; Otherwise, the question is too general to give any specific recommendations. Good luck

Stepan Klimentov

Is it true that a law has been passed ..... where it is written (approximately in meaning): If the co-founder does not take part in the activities of the LLC company for more than 0.5 years, can he be written out of the co-founder?

• Lawyer's response:

  Let's turn to the original source, i.e., to the Federal Law "Limited Liability Companies". Here's what you can find in this law. http://www.consultant.ru/popular/ooo/48_1.html#p136 Company Participants of the company, whose shares in the aggregate amount to at least ten percent of the authorized capital of the company, have the right to demand in court the exclusion from the company of a participant who grossly violates his obligations or by his actions (inaction) makes the activities of the company impossible or significantly complicates it. http: //www.consultant.ru/popular/ooo/48_3.html#p256 The share of a company member who, upon founding the company, did not make his contribution to the authorized capital of the company in due time full size, as well as the share of a member of the company who did not provide the monetary or other compensation provided for in paragraph 3 of Article 15 of this Federal Law on time, shall be transferred to the company. At the same time, the company is obliged to pay to the participant of the company the actual value of the part of his share proportional to the part of the contribution made by him (the period during which the property was in the use of the company), or, with the consent of the participant of the company, to give him property of the same value in kind. The actual value of a part of the share is determined on the basis of the company's financial statements for the last reporting period preceding the day of the expiration of the term for making a contribution or providing compensation. The company's charter may provide that a part of the share proportional to the unpaid part of the contribution or the amount (value) of compensation is transferred to 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 . (parts 3 and 4 of article 23 of the Federal Law "On LLC") Otherwise, the question is uninformative. Good luck

Artem Fedoryaka

Question for lawyers.. Now I am a full 18 years old. My parents divorced when I was 2 years old. When I was 12, my mother applied for child support for my father. He never paid and hid, did not open the door to bailiffs. There it lasted for several years. When I was 17, my mother withdrew the application, because she decided that he would not pay anything anyway. And just a couple of months later, amendments appeared in all these alimony cases, about the fact that now fathers who do not pay are imprisoned and not allowed to go abroad. Now I am a student of the correspondence department of the academy. At the beginning of the school year, mother and father agreed on tuition fees, she - the first half of the year, he - the second. when it was his turn to pay, he again began to evade and complain about lack of money. I had to urgently look for money. At the same time, my father and I had a big scandal. now my mother wants to collect alimony from him, which he never paid before I came of age. big debt. but considering that he has two Audi A6 cars, a decent job and I think that there is a lot of other property, then there is something to take from him. is it possible? (recover from him a debt that accumulated before my majority) thanks in advance

• Lawyer's response:

  I say right away - I'm not a lawyer, but maybe this article of the Family Code of the Russian Federation will somehow help you. Deadlines for applying for alimony 1. A person entitled to receive alimony shall have the right to apply to the court for the recovery of alimony, regardless of the period that has elapsed from the moment the right to alimony arose, if the alimony was not paid earlier under an agreement on the payment of alimony. 2. Alimony is awarded from the moment of applying to the court. Alimony for the past period may be recovered within a three-year period from the date of applying to the court, if the court establishes that prior to applying to the court, measures were taken to obtain funds for maintenance, but the alimony was not received due to the evasion of the person obliged to pay alimony from their payment . Federal Law "On LLC" Article 25. Foreclosure on the share (part of the share) of a company participant in the authorized capital of the company court in case of insufficiency to cover the debts of other property of a member of the company. 2. In the event of foreclosure on the share (part of the share) of a company participant in the authorized capital of the company for the debts of the company participant, the company has the right to pay creditors the actual value of the share (part of the share) of the company participant. By decision of the general meeting of participants in the company, adopted by all participants in the company unanimously, the actual value of the share (part of the share) of the participant in the company whose property is foreclosed may be paid to creditors by the remaining participants in the company in proportion to their shares in the authorized capital of the company, if there is a different procedure for determining the amount of payment is not provided for by the charter of the company or by the decision of the general meeting of participants in the company. The actual value of the share (part of the share) of a company member in the authorized capital of the company is determined on the basis of the data of the company's accounting statements for the last reporting period preceding the date of filing a claim against the company to levy execution on the share (part of the share) of the company's member for its debts. 3. In the event that within three months from the date of presentation of a claim by creditors, the company or its participants do not pay the actual value of the entire share (the entire part of the share) of the company’s participant against which the execution is levied, the levy of execution on the share (part of the share) of the company’s participant is carried out by its sale at public auction.

Yaroslav Likin

In how many copies is the memorandum of association concluded? Should the memorandum of association specify the term of its validity? Thanks to all! Tell me, please, does it make sense to prescribe the moment when the memorandum of association comes into force?

• Lawyer's response:

  The memorandum of association, in accordance with the current legislation, is submitted upon registration of a legal entity in an amount equal to the number of founders + 1 pc. for the tax, but practice shows that the tax accepts only 1 original copy and 1 copy. It is better not to prescribe the term of the constituent agreement, since in connection with latest changes in the law on LLC, the validity of the Constituent Agreements ceases from July 01, 2009. Well, for information, we didn’t suffer with changes. Abstract The legal status of an LLC has been clarified. minimum size authorized capital of 10 thousand rubles. The articles of incorporation no longer include the memorandum of association. Society Founders

Yaroslav Bulochkin

Has there been a rumor about the general re-registration of LLC? who will tell?

• Lawyer's response:

  Not quite a general re-registration, just changes to the law on LLC, which will need to be made from 06/01/09 to 01/01/2010. Abstract The legal status of an LLC has been clarified. Now it is possible to establish an LLC with a minimum authorized capital of 10 thousand rubles. The articles of incorporation no longer include the memorandum of association. The founders of the company are jointly and severally liable for the obligations associated with its establishment and arising before its state registration. The possibility of participants leaving the company is limited, namely, if this is provided for by the charter of the company (regardless of the consent of other participants). The withdrawing participant is paid the value of his share in the authorized capital. The procedure for exercising the company's preemptive right to acquire a participant's share sold to a third party has been regulated. Changes have been made to protect companies from raider takeovers. So, signatures and seals in the share purchase agreement must be certified by a notary who will be responsible for their authenticity. Previously, the authenticity of seals and signatures was not verified by anyone, which facilitated the possibility of their forgery and misappropriation of the LLC. A private notary having an office in an urban settlement must conclude a compulsory insurance contract for its activities in the amount of at least 1.5 million rubles, in rural settlement- not less than 1 million rubles. The notary chamber of a constituent entity of the Russian Federation may conclude a liability insurance contract for its notaries in the amount of 500 thousand rubles for each notary. the federal law comes into force on July 1, 2009. The charters and constituent agreements of an LLC established before the entry into force of the law must be brought into line with it before January 1, 2010. Amendments Federal Law No. 312-FZ of December 30, 2008 "On Amendments to Part One Civil Code Russian Federation and individual legislative acts Russian Federation "This Federal Law shall enter into force on July 1, 2009. The text of the Federal Law is published in" Russian newspaper"of December 31, 2008 N 267, in the Parliamentary Newspaper of January 20, 2009 N 2-3, in the Collection of Legislation of the Russian Federation of January 5, 2009 N 1 Article 20

Elena Vinogradova

Big deal . Please tell me! I need to make a decision to approve or make a major transaction, or a letter that the transaction is not such. Question: on the basis of what should I write this? on the basis of the charter or the contract should be some, etc.??

• Lawyer's response:

  For LLCs, for JSCs, in principle, the analogy is the same. Article 46. Major transactions , the value of which is twenty-five or more percent of the value of the company's property, determined on the basis of accounting data for the last reporting period preceding the day the decision was made to conclude such transactions, unless the company's charter provides for a higher size of a major transaction. Major transactions are not recognized as transactions made in the course of a normal economic activity society. LETTER IS DONE IN THE CASE IF9. The provisions of this article on the procedure for approval big deals do not apply to: 1) companies consisting of one participant who simultaneously performs the functions of the sole executive body of this company; 2) relations arising from the transfer to the company of a share or part of a share in its authorized capital in cases provided for by this Federal Law; 3) relations arising from the transfer of rights to property in the process of reorganization of the company, including merger agreements and accession agreements. Ordinary economic activity of the organization: "... 3. Ordinary economic activity, as judicial practice confirms (paragraph 5 information letter Plenum of the Supreme Arbitration Court of Russia dated March 13, 2001 N 62), it is customary to consider the implementation of transactions provided for by the charter of an economic entity, as well as aimed at the implementation of current business transactions. For financial organization such transactions will be transactions on the direct provision of financial services by it in accordance with the charter, of which it is not required to notify the antimonopoly authority (clause 2 of part 9 of article 35), as well as transactions to meet the economic needs of this organization ... "Extract from the document:<Письмо>FAS RF of December 29, 2007 N IA / 26443 "On the procedure for considering agreements"

Ilya Polupanov

Legal advice required. Help, please, to solve one question. Two years ago, my friends and I opened a company with 3 founders. We worked there together. From my side, the founder is my husband. Already former. My friends are trying to get rid of me. I want to change my share. How can this be done and is the consent of the other founders required? And what should be done if they oppose? Explain, please.

• Lawyer's response:

  If you have an LLC - a Limited Liability Company, then open the Charter of the company and read how the alienation of a share in the UK takes place in your company. and also read carefully the Law "On LLC" there you will also find the answer to your question. It is difficult to give advice on your problem, because a number of other questions follow from your question. For example, the share for the husband is framed, which means that the husband is a member of the society (de jure) and legally you are nobody in the company, and given that the former husband, as you suppose, will he want to give you his share. What is the weight of "your" (husband's) share, if less than 51%, then you can get a lot of problems because you may not have the "blocking" right to vote. And finally:. Members of the company enjoy the pre-emptive right to purchase a share or part of a 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, unless the charter of the company provides otherwise the procedure for exercising the pre-emptive right to purchase a share or part of a share. so you need to look at your Charter

• go to law

Vera Matveeva

Hello, there are lawyers and accountants here. The question is, how to formalize the transfer of shares and with what documents? Please write in detail, not in general phrases ...

• Lawyer's response:

  SALE OF SHARES IN LLC: TAXATION AND ACCOUNTING in a simple way change of ownership of the organization. Immediately, we note that the taxation and accounting of transactions for the transfer of shares in the authorized capital of a limited liability company largely depend on how such a transaction is qualified in civil law. A participant in an LLC has the right to sell or otherwise assign his share or part of it in the authorized capital of the company to one or more of its participants (clause 1, article 21 of Law N 14-FZ). The consent of the company or its other participants to such a transaction is not required. Of course, unless the articles of association provide otherwise. The share to be sold must be paid in full. Otherwise, you can sell (or make another assignment) only the paid part of the share. Members of the company have the right to sell their share to third parties, unless this is prohibited by the charter. At the same time, the other members of the company enjoy the pre-emptive right to purchase this share. 1. An LLC participant notifies in writing of the intention to sell a share, indicating the price and other terms of the transaction. 2. Participants in an LLC or the company itself may exercise the right of pre-emption to buy out a share within one month from the date of notification (unless a different period is established by the charter of the LLC). 3. Assignment of a share in a company, including its sale to third parties. 4. A participant selling a share is obliged to inform the company in writing about the completed transaction. To do this, you need to send a letter by mail to the address of the LLC, which is indicated in its constituent documents. As a rule, it is valuable or registered letter with acknowledgment of receipt. In the accounting of LLC, the change of founders is reflected in internal entries on account 80 "Authorized capital". The share is sold by a participant - an individual When determining the tax base for personal income tax, all incomes of the taxpayer received by him both in cash and in kind are taken into account. Consequently, when an individual sells his share (part of it) in the authorized capital of an LLC, income arises from sources of the Russian Federation in the amount of revenue (clause 5, clause 1, article 208 of the Tax Code of the Russian Federation). This income, according to the Tax Code of the Russian Federation, is subject to personal income tax. However, such income individual- a tax resident of the Russian Federation is subject to taxation at a rate of 13%, and an individual - a non-resident - at a rate of 30%. Example. CJSC Alfa is a member of LLC Gamma. The share in the authorized capital owned by Alfa CJSC is 20%, the nominal value of the share is 150,500 rubles. CJSC "Alfa" in August sent a request to LLC "Gamma" for the sale of a share in the authorized capital of the company. The charter of LLC "Gamma" prohibits the assignment of a share to third parties, and other participants refused to acquire a share. Therefore, Gamma LLC itself is obliged to acquire this share. According to accounting the value of the company's net assets for the six months (the last reporting period preceding the day Alfa CJSC applied for the buyout of a share) is 900,000 rubles. The actual value of the share of ZAO Alfa amounted to 180,000 rubles. (900,000 rubles x 20%). In the accounting of Gamma LLC, these operations are reflected in the following entries: Debit 81 Credit 75 - 150,500 rubles. - reflected the nominal value of the share to be repurchased (as of the date of receipt of the participant's request); Debit 81 Credit 75 - 29,500 rubles. - reflects the difference between the nominal and actual value of the share in the authorized capital of Gamma LLC (at the time of determining the actual value of the share); Debit 75 Credit 51 - 180,000 rubles. - the actual value of the share of CJSC "Alfa" was paid. As noted, when acquiring a share from a participant - an individual, the company, as a tax agent, is obliged to calculate and withhold personal income tax when paying income. This income is the actual value of the share. Civil Code of the Russian Federation >> Chapter 55. Simple partnership >> Sale of a share in an LLC

Diana Ryabova

Dear lawyers! Please tell me by corporate law. One member leaves the community. One participant leaves the company and sells his 60 shares: 10 - to the general director (founder), and 40 - to a third party. Please let me know what documents are needed. Don't share the sale and purchase agreement. Help, please, I'm doing it for the first time, a young inexperienced lawyer;) Thank you!!

• Lawyer's response:

  If the Participant leaves the society, then this is a completely different procedure. In the event of a sale (alienation), if your Articles of Association do not contain the right to alienate to third parties, you must first include such a Regulation in the Articles of Association and, at the same time, observe the Priority Right of other participants, if, again, the Charter contains such a Regulation. To exercise the pre-emptive right, it is necessary to draw up the Minutes of the General Meeting of Participants with the corresponding Agenda. At the same time, the Sale and Purchase Agreement is certified by a NOTARIAL (very even "for a fee"). I send everything I have. Good luck.

Zoya Petrova

Is the consent of the spouse required when alienating or acquiring a share in the authorized capital?

• Lawyer's response:

  Article 35 1. Possession, use and disposal of the common property of the spouses shall be carried out by mutual consent of the spouses. 2. When one of the spouses concludes a transaction on the disposal of the common property of the spouses, it is assumed that he acts with the consent of the other spouse. A transaction made by one of the spouses in order to dispose of the common property of the spouses may be declared invalid by the court due to the lack of consent of the other spouse only at his request and only in cases where it is proved that the other party to the transaction knew or obviously should have known about the disagreement of the other spouse. to complete this transaction. 3. In order for one of the spouses to make a transaction on the disposal of real estate and a transaction that requires notarization and (or) registration in accordance with the procedure established by law, it is necessary to obtain a notarized consent of the other spouse. The spouse, whose notarized consent to the conclusion of the specified transaction was not obtained, has the right to demand recognition of the transaction as invalid in court within a year from the day when he knew or should have known about the completion of this transaction.

Karina Andreeva

Rights and obligations of a limited liability company. Please tell me .. What is generally meant by the rights and obligations of a limited liability company?

• Here is a link to http://www.consultant.ru/popular/ooo/ Print this law and give it to your teacher so that he does not ask stupid questions.

Sergey Firyubin

Help plz. How long does the law allow a company participant to exercise his right of first refusal?

• Lawyer's response:

  According to Part 2, Clause 5, Art. 21 of the Federal Law "On Limited Liability Companies" Members 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 within thirty days from the date the company receives the offer. 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 the charter of the company provides for the pre-emptive right to purchase a share or part of a share by the company, it must establish the terms for using the pre-emptive right to purchase a share or part of a share by the participants in the company and the company

Anton Markelkin

Can a participant who bought a stake in an LLC in 2010 be interested in the activities of the company in 2009 and require reports

• Lawyer's response:

  Federal Law on LLC Art. 21 clause 12 "" The acquirer of a share or 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 transaction aimed at alienating the specified share or part of the share in the authorized capital of the company, or before the emergence of another basis for its transfer, except for the rights and obligations provided for, respectively, in paragraph two of clause 2 of Article 8 and paragraph two of clause 2 of Article 9 of this Federal Law (additional rights).

Pavel Rites

How much will the income tax be if we sell an apartment for 1450 tr. bought 2 years ago for 1250 tr?

• Lawyer's response:

  In this case, your income received from the sale does not exceed the amount tax deduction at 1000000, so you won't unless you've previously used it. The tax base is INCOME (that is, what you previously spent on the acquisition minus what you received on the sale), and not the amount you received from the sale.

Valery Bondarchuk

Please tell me the procedure: the participant’s entry (sw. mouth. capital.) and the participant’s exit from the LLC The share is transferred to the company .. they are not interested in the norms of the law and precisely the order in terms of documents: as I imagine: -form 13 - change in the mouth of the capital -form 14 composition participants, the emergence of rights to a share of a participant, the termination of rights to a share of a participant, the emergence of rights to a share of the company, - the decision of one participant to become a member of the company, and the decision to increase the mouth of the capital, - the protocol of participants on the withdrawal of one participant from the company and the transfer of shares to Is it possible to arrange all this in one go??

• Lawyer's response:

  The main applicable norms on the "entrance" :): - paragraph 2 of Art. 90 of the Civil Code of the Russian Federation; - Art. 16 of the Federal Law of 08.02.1998 N 14-FZ "On Limited Liability Companies" In accordance with paragraph 1 of Art. 94 of the Civil Code of the Russian Federation FZ "On Limited Liability Companies" version, which was in force before the entry into force of the Federal Law of December 30, 2008 N 312-FZ) . According to the clarifications contained in paragraph 16 of the Decree of the Plenums of the Supreme Court of the Russian Federation and the Supreme Arbitration Court of the Russian Federation dated 09.12.1999 N 90/14 "On Certain Issues of the Application of the Federal Law" On Limited Liability Companies", the basis for the transfer of the share of a participant who intends to withdraw from the company, is an application for withdrawal from the company.The procedure for the withdrawal of a participant from a limited liability company assumes that from the moment the participant receives the relevant application, the company in accordance with paragraph 6.1 of Article 23 (until 01.07.2009 - paragraph 2 of Article 26, see Federal Law No. 312-FZ of 30.12.2008) of Federal Law No. 14-FZ of 08.02.1998 "On Limited Liability Companies" (hereinafter referred to as the Law on Limited Liability Companies) becomes obliged to pay such a participant the actual value of his share. withdrawal from a limited liability company gives rise to certain legal consequences, which may be different for both the withdrawing participant, and for the remaining members of the society. p.s. Please ask less broad questions in the future :)

Victoria? kovaleva

How to sell a stake in an LLC? The LLC has 3 founders. One is ready to sell to two others. I heard that at the moment it is issued through a notary.

• Lawyer's response:

  According to paragraph 5 of Art. 21 of the Law on Limited Liability Companies, a member of a company who intends to sell his share or part of a share in the authorized capital of a company to a third party is obliged to notify the other participants and the company itself in writing of this by sending through the company at his own expense an offer addressed to these persons and containing indication of the price and other conditions of sale. Federal Law No. 14-FZ of 08.02.1998 "On Limited Liability Companies" establishes the pre-emptive right of company participants to acquire a share in the charter capital alienated by a LLC participant. Federal Law No. 312-FZ of December 30, 2008 amended the procedure for exercising the pre-emptive right. According to the new provisions, a company member who intends to sell his share or part of a share in the authorized capital of the company to a third party is obliged to notify the other participants and the company itself in writing of this by sending through the LLC at his own expense an offer addressed to these persons and containing an indication of the price and other terms of sale. In addition, paragraph 5 of Art. 21 of the Law on Limited Liability Companies establishes that 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 an LLC within 30 days from the date the company receives the offer. As a result, from 07/01/2009 (the date of entry into force of the Federal Law of 12/30/2008 N 312-FZ), the moment of the start of the period for exercising the pre-emptive right by a company participant is calculated from the date the company receives the relevant notice. According to paragraph 12 of Art. 21 of the Law on Limited Liability Companies, a share or part of a share in the authorized capital of a company passes to its acquirer from the moment of notarization of a transaction aimed at alienating a share or part of a share in the authorized capital of a company, or in cases that do not require notarization, - from the moment of making relevant changes to the Unified State Register of Legal Entities on the basis of title documents. In addition, in accordance with par. 2 p. 12 Art. 21 of the Law on Limited Liability Companies, from the moment the rights to a share are transferred to the acquirer, all rights and obligations of a member of the company are transferred, with the exception of the rights and obligations provided for in para. 2 p. 2 art. 8 and par. 2 p. 2 art. 9 of the said Law.

Claudia Kudryavtseva

In which court should I apply if. you leave "OOO" and you don't get paid your share?

• Lawyer's response:

  I hope that in arbitration :)

  Decree of the Federal Antimonopoly Service of the East Siberian District of December 1, 2009 in case N A19-5202 / 09
  "... Citizen Stanislav Yuryevich Tumolsky filed a claim with the Arbitration Court of the Irkutsk Region (specified in accordance with Article 49 of the Arbitration Procedure Code of the Russian Federation) against Star of Baikal Limited Liability Company for the recovery of 3,137,015 rubles of the actual value of the share in the authorized capital of the defendant and 189,444 rubles 33 kopecks of interest for the use of other people's funds for the period from 12/28/2008 to 06/29/2009.
  As is seen from the case file and it was established by the courts of first and appeal instances, S. Yu. Tumolsky was a member of Zvezda Baikal LLC with a 50% share in the authorized capital.
  By the decision of the Arbitration Court of the Irkutsk Region dated November 27, 2007 in case No. A19-26010 / 06, the claim of Danilchik Larisa Fedorovna for the exclusion of Stanislav Yuryevich Tumolsky from Zvezda Baikal LLC was satisfied. This decision has entered into force.
  Claiming that Zvezda Baikala LLC incorrectly determined the actual value of the share in the authorized capital to be paid and did not pay it, the plaintiff filed this claim with the arbitration court.
  Satisfying the claims in part, the trial court referred to the proof of the claims.
  The Court of Appeal upheld the findings of the Court of First Instance.
  In accordance with paragraph 4 of Article 23 of the Law on Limited Liability Companies, the share of a member of the company excluded 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 .
  According to paragraph 2 of Article 14 of the Law on Limited Liability Companies, the actual value of the share of a member of the company corresponds to the part of the value of the net assets of the company, proportional to the size of its share.
  A limited liability company is obliged to pay the actual value of the share (part of the share) or to give in kind property of the same value within one year from the date of transfer of the share (part of the share) to the company, unless a shorter period is provided for by this Law or the charter of the company (paragraph 8 of Article 23 of the Law on Limited Liability Companies).
  In cases of non-payment of the actual value of the share within the period established by the Law, the retired participant in a limited liability company has the right to demand payment of interest for the illegal use of other people's funds in the manner prescribed by Article 395 of the Civil Code of the Russian Federation ... "

Andrey Vinnikov

If the Founder with a share of 25% underpaid it, but sold it, is it possible to recognize such an agreement as invalid in terms of price and. and revise the price of the contract, that is, in order not to reduce the sale price of the share in accordance with the underpaid amount (say, if you underpaid 2%, then the sale amount will decrease by 2%), but in general to revise it as a whole?

• Lawyer's response:

  It's not just about payment. Gotta get tired of looking. Maybe other founders had a pre-emptive right to buy. ON COMPANIES WITH LIMITED LIABILITY Article 16. Procedure for payment of shares in the authorized capital of a company upon its establishment 3. In case of incomplete payment of a share in the authorized capital of a company within the period determined in accordance with paragraph 1 of this article, the unpaid part of the share shall be transferred to the company. Such part of the share must be sold by the company in the manner and within the time limits established by Article 24 of this Federal Law. An agreement on the establishment of a company may provide for the recovery of a penalty (fine, penalty) for failure to fulfill the obligation to pay shares in the authorized capital of the company. The share of the founder of the company, unless otherwise provided by the charter of the company, provides the right to vote only within the paid part of the share belonging to him. Article 21 the charter of the society. 3. The share of a participant in the company may be alienated before its full payment only in the part in which it is paid. 4. Members of the company shall enjoy the pre-emptive right to purchase a share or part of a share of a member of the company at an 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 referred to as the price predetermined by the charter) in proportion to the size of their shares, unless the charter of the company a different procedure for exercising the pre-emptive right to purchase a share or part of a share is provided. The company's charter may provide for the company's preemptive right to purchase a share or part of a share owned by a member of the company at the offer price to a third party or at a price predetermined by the charter, if other members of the company have not exercised their preemptive right to purchase a share or part of the share of a company's member. At the same time, 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.

Olga Ryabova

I want to withdraw from the LLC, where my share is 25%. How can I do this so as not to allow the second co-founder (there are only two of us) to evade paying me my share?

• Lawyer's response:

  In accordance with paragraph 1 of Art. 94 of the Civil Code of the Russian Federation, as well as the current version of paragraph 1 of Art. 26 of the Federal Law of 08.02.1998 N 14-FZ "On Limited Liability Companies" (hereinafter referred to as the Law on Limited Liability Companies), a member of a company has the right to withdraw from it by alienating a share to the company, regardless of the consent of its other participants, if this is provided for by the charter of the company . Previously, before 01.07.2009, a member of a company could withdraw from it at any time and regardless of whether this is determined by the charter of the company or not (clause 1, article 26 of the Law on Limited Liability Companies, as amended, in force before the entry into force of the Federal Law dated December 30, 2008 N 312-FZ) . According to the clarifications contained in paragraph 16 of the Decree of the Plenums of the Supreme Court of the Russian Federation and the Supreme Arbitration Court of the Russian Federation dated 09.12.1999 N 90/14 "On Certain Issues of the Application of the Federal Law" On Limited Liability Companies", the basis for the transfer of the share of a participant who intends to withdraw from the company, is an application for withdrawal from the company.In accordance with paragraph 6.1 of Article 23 of the Law on Limited Liability Companies, the company is obliged to pay to its participant who filed an application for withdrawal from the company, the actual value of his share in the authorized capital. limited liability of the actual value of his share, the court has the right to recover, along with the principal amount of the debt, interest for the unlawful use of other people's money.

Valeria Tsvetkova

Is it necessary to specify the types of activities in the charter?

• Lawyer's response:

  No, see the Federal Law "On LLC" (Article 12. Charter of the company 1. The charter of the company is the constituent document of the company. 2. The charter of the company must contain: the full and abbreviated company name of the company; information about the location of the company; information about the composition and competence of the bodies of the company, including on issues constituting the exclusive competence of the general meeting of participants in the company, on the procedure for making decisions by the company's bodies, including on issues decisions on which are taken unanimously or by a qualified majority of votes; information on the amount of the company's authorized capital; rights and obligations of participants of the company; information on the procedure and consequences for the withdrawal of a company participant from the company, if the right to withdraw from the company is provided for by the charter of the company; information on the procedure for transferring a share or part of a share in the authorized capital of the company to another person; information on the procedure for storing documents of the company and on the procedure for providing by the company information to members of the company and other persons; other information provided for by this Federal Law. The company's charter may also contain other provisions that do not contradict this Federal Law and other federal laws. 3. At the request of a member of the company, an auditor or any interested person, the company is obliged within a reasonable time to provide them with the opportunity to familiarize themselves with the charter of the company, including changes. The company is obliged, at the request of a member of the company, to provide him with a copy of the current charter of the company. The fee charged by the company for the provision of copies may not exceed the cost of their production. 4. Changes to the charter of the company are made by decision of the general meeting of participants in the company. Changes made to the charter of a company are subject to state registration in the manner prescribed by Article 13 of this Federal Law for registering a company. Changes made to the charter of the company become effective for third parties from the moment of their state registration, and in the cases established by this Federal Law, from the moment of notification of the state registration body.)

Evdokia Gerasimova

If one of the spouses buys property, does the other spouse have any rights to it in the event of a divorce? And what's the difference when buying in equal shares?

• has the right to 1/2, if issued to one of the spouses.

Artur Vuchetich

Nevertheless, please answer, in whose name, to whom does the LLC write consent to the alienation of the share ???

• Lawyer's response:

  In the event of the alienation of a share to the company and if this is provided for by the charter, consent is not required (Article 26. Law "On Limited Liability Companies"). If the charter provides for the consent of all participants and the Company for the sale (or otherwise alienation) of a share in the authorized capital then the procedure in this case is as follows: 1. Sending an appeal or offer to the Company 2. Consent is considered received provided that all participants in the company and (or) the Company itself (if provided for by the charter) within 30 days or another period specified by the charter from the date of receipt of the relevant request or offer by the company, written statements of consent to the alienation of the share have been submitted to the company, or written statements of refusal to give consent to the alienation of the share have not been submitted within the specified period. from giving consent to the alienation of a share, the Company is obliged to acquire, at the request of an accounting The shareholder of the society belongs to him. If the charter of the Company does not prohibit the alienation of a share to a third party and it is not necessary to obtain the consent of the other participants for such a transaction, then the participant has the right to sell his share to a third party, but only with observance of the preemptive right to purchase the share by the rest of the members of the Company and the Company itself. Procedure in this case: 1. The participant – seller of the share notifies in writing the other participants of the company and the company itself by sending through the company at its own expense an offer addressed to these persons and containing an indication of the price and other conditions 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. 2. Members of the company have the right to exercise the pre-emptive right to purchase a share in the authorized capital of the company within 30 days from the date the company receives the offer. The articles of association may provide for a longer period for exercising the pre-emptive right. 3. If the other members of the Company and the Company itself are not going to exercise their pre-emptive right to purchase a share, then either they sign a statement refusing to use the right, or they may not respond to the offer. In the latter case, a transaction for the sale of a share to a third party can be made only at the end of the period for exercising the pre-emptive right (see clause 2)). 4. If the other members of the Company and the Company itself are going to take advantage of the pre-emptive right, then it is necessary to establish at what price the share is being sold. The charter may fix the price. If this is not the case, then at the price of the offer to a third party. Further, a transaction is made only not with a third party, but with the members of the Company and (or) the Company itself. Now, as for - in whose name to write. So it is necessary to write in one offer in the names of all members of the society and address the gene. director against signature.

Karina Nikitina

Do I need to notarize an agreement on the assignment of a share in the authorized capital of an LLC?

• Lawyer's response:

  Federal Law of February 8, 1998 N 14-FZ "On Limited Liability Companies" Article 21. Transfer of a share or part of a share of a company participant in the company's authorized capital to other company participants and third parties ...11. A transaction aimed at alienating a share or part of a share in the authorized capital of a company is subject to notarization. Failure to comply with the notarial form entails the invalidity of this transaction. Notarization of this transaction is not required in cases of the transfer of a share to the company in the manner provided for in Articles 23 and 26 of this Federal Law, the distribution of the share between the participants in the company and the sale of the share to all or some of the participants in the company or to third parties in accordance with Article 24 of this Federal Law, and also when using the pre-emptive right to purchase by sending an offer for the sale of a share or part of a share and its acceptance in accordance with paragraphs 5-7 of this article.

Anton Leonchev

Sale of a share in the authorized capital of OOOO. Can a member of an LLC sell a share in the UK to a member of THE SAME LLC without notarization of the transaction? The tax office said that it is possible, but the notary does not certify the p14001 form.

• Lawyer's response:

  Duck in the easy can be sold! make a notification from this participant to the company and to other participants that this participant (let it be No. 1) wants to sell its share to participant No. 2, after 30 days without waiting for a response from the organization (director) and other participants (if any), you can already stomp to the notary, certify form 14 and submit notifications and forms to the tax! and if the notary does not certify, then go to another! they are very different people too! one is concerned with everything, and the other is not up to anything! NOTIFICATIONS CAN BE MADE AFTERDATE! ESPECIALLY IF ALL THE OTHER PARTICIPANTS AND THE DIRECTOR ARE IN THE KIND, LET THEM PUT THEIR RESOLUTION ON THE NOTICE, SAYING IT IS ADOPTED BY SUCH CHILA (30 DAYS AGAIN)

Timur Markelkin

How can I get alimony for 2001-2010 according to the law of the Republic of Uzbekistan for two children? They want to give me only the last three years.

• only in court you can get it, unless of course you win it in any way .. earlier you had to think about the terms for applying for alimony 1. A person who has the right to receive alimony has the right to apply to the court with a statement ...

Vera Titova

And if you do not maintain a list of participants in the LLC, what will it be for and where is it written?

• Lawyer's response:

  For violation of the rules for maintaining a list of LLC participants or its absence, no liability measures are provided yet. Justification for the conclusion: Federal Law of December 30, 2008 N 312-FZ "On Amendments to Part One of the Civil Code of the Russian Federation and Certain Legislative Acts of the Russian Federation" Federal Law of February 8, 1998 N 14-FZ "On Limited Companies liability" (hereinafter referred to as the Law on LLC) was supplemented by Chapter III.1 "Maintaining a list of company members", which entered into force on July 1, 2009. Article 31.1 of the Law on LLC establishes the obligation of a company to maintain a list of its members indicating information about each member of the company, the amount of his share in the authorized capital of the company and its payment, as well as the amount of shares, owned by society, the dates of their transition to the company or acquisition by the company. The list is compiled by the head of the company (general director, president), unless the charter specifies another body responsible for maintaining the list (clause 2, article 31.1 of the LLC Law). For violation of the rules for maintaining a list of participants in an LLC or its absence, liability measures are not provided for by the current legislation. However, the absence of a list or its incorrect maintenance may lead to some adverse consequences for the LLC and its participants. In accordance with paragraph 3 of Art. 31.1 of the LLC Law, each member of the company is obliged to inform the company in a timely manner about changes in information about his name or title, place of residence or location, as well as information about his shares in the authorized capital of the company. If the company's participant fails to provide information about the change in information about himself, the company shall not be liable for the losses caused in connection with this. According to paragraph 4 of Art. 31.1 of the Law on LLC, the company and the participants of the company who have not notified the company of the change in the relevant information are not entitled to refer to the discrepancy between the information specified in the list of participants in the company and the information contained in the unified state register legal entities, in relations with third parties, acting only on the basis of the information specified in the list of participants in the company.

Anton Schukin

I want to withdraw from the founders of "LLC" and transfer the share of "LLC". What statements should I write.

• • Lawyer's response:

    On the account 58 " Financial investments" reflects information on the presence and movement of the organization's investments in government securities, shares, bonds and other securities of other organizations, authorized capitals of other organizations, as well as loans provided to other organizations. Sub-accounts can be opened for account 58 "Financial investments": 58- 01 "Shares"; 58-02 "Shares"; 58-03 "Bonds"; Debit of account 58 "Financial investments", Credit of account 75 "Settlements with founders" - reflects the receipt by the organization of debt securities from the founders on account of their contribution to the charter (reserve) capital in valuation according to founding documents Account 81 "Own shares (shares)" reflects information on the presence and movement of own shares repurchased by the joint-stock company from shareholders for their resale or cancellation. Other business companies and partnerships use this account to account for the share of a member acquired by the company or partnership itself for transfer to other members or third parties. When buying back shares owned by a participant, account 81 "Own shares (shares)" is debited in correspondence with accounting accounts Money. Cancellation of own shares redeemed by a joint-stock company is reflected in the credit of account 81 "Own shares (shares)" and the debit of account 80 "Authorized capital" after the company has completed all the prescribed procedures. The difference arising in this case on account 81 "Own shares (shares)" between the actual costs of repurchasing shares and their nominal value is charged to account 91 "Other income and expenses".

    must be filed tax return. This is not 3NDFL

Lyubov Kozlova

Types of firms. I need what types of companies exist and their distinctive features

• Lawyer's response:

  How the company will operate in the market, what will be its results of its activities depends not only on the size of the company (the amount of resources used), but also on who makes decisions in the company, what goals it pursues and what responsibility it bears. As a result, all businesses market economy can be divided into: a) private commercial enterprises; b) private non-profit enterprises; c) state enterprises; d) mixed (private-state) enterprises. Private commercial enterprises (organizations) are firms that pursue profit as the main goal of their activities. The activity of such enterprises is determined by the market. Private non-profit (non-profit) enterprises (organizations) are enterprises that do not pursue profit as the main goal of their activities. The latter does not mean that such enterprises cannot make a profit at all. They are created to meet any public needs, and the extraction of profit by them is interpreted by law, not as the main, but as a concomitant goal. At the same time, unlike commercial firms, non-profit enterprises do not have the right to distribute the profits received among their founders. Private non-profit enterprises are consumer cooperatives, public and religious organizations, charitable foundations etc. Often, in the form of such enterprises, educational and medical institutions, recreation centers, etc. State enterprises can be both commercial and non-commercial. Typically, the activities of such enterprises are determined by political decisions, and not by the market. In a market economy, most goods and services are produced by private commercial enterprises. Private commercial enterprises may have the following organizational and legal forms: individual enterprise, general partnership, limited partnership, limited liability company, additional liability company, joint-stock company, production cooperative. Consider their features. An individual enterprise is created by a citizen who carries out entrepreneurial activities without forming a legal entity as individual entrepreneur. Such an entrepreneur is liable for his obligations with all his property, with the exception of property, on which, according to the law, execution cannot be levied. A general partnership is a partnership whose members are engaged in entrepreneurial activity on behalf of the partnership and are jointly and severally liable for its obligations with their property. A limited partnership (limited partnership) is a partnership in which, along with the participants engaged in entrepreneurial activities on behalf of the partnership and bearing joint and several liability for its obligations with their property, there are one or more contributors (limited partners). The latter are not engaged in entrepreneurial activity and bear the risk of losses only within the limits of their deposits. A limited liability company is a company whose authorized capital is divided into shares. Members of the company are not liable for its obligations and bear the risk of losses only to the extent of the value of their contributions. An additional liability company differs from the previous one in that the liability of the participants is not limited to the value of the contributions, but also extends to the rest of the property of the members of the company. Joint-Stock Company(JSC) - a company whose authorized capital is divided into a certain number of shares. JSC participants (shareholders) are not liable for its obligations and bear the risk of losses only to the extent of the value of their contributions. Production cooperative- this is an association of citizens on the basis of membership for the joint conduct of any economic activity based on their personal labor participation and the association of property shares.

Maxim Smetana

preliminary agreement purchase and sale. We need a sample of a preliminary agreement for the sale and purchase of a property (processing industry) for the Russian Agricultural Bank

• Lawyer's response:

  Shamil, I offer you a sample for drawing up a preliminary contract of sale. Any contract consists of an introductory part and conditions that can be divided into three groups: essential, ordinary and others. The essential terms of the contract are the most important part of the contract, since the contract is considered concluded only after the parties reach an agreement on all the essential terms (clause 1, article 432 of the Civil Code of the Russian Federation). Essential conditions contracts are: conditions on the subject of the contract. The specific content of these conditions is determined by the type of contract being concluded; conditions that are named in the law or other legal acts as essential or necessary for contracts of this type. For different types contracts, these conditions are different and are determined by law; any other conditions, if one of the parties insists on their inclusion in the text of the agreement. The contract will be recognized as not concluded if one of the parties demanded to include in the contract as an essential (clause 4 of article 421 of the Civil Code of the Russian Federation), for example, a term condition, and, subsequently, will be able to prove the fact of its claim.

Nikita Skobelkin

Help, please, with accounting (make postings). Operations Debit / Credit (Note) Paid the bank for servicing the account Received money from the buyer Provided a service (performed work) to the buyer Received money from sponsors for the purchase of property (financed for a specific purpose) Paid the supplier for the property operation Accrued depreciation on property (Depreciation of property is an expense for the main type of activity) Sent materials for sale (Sale of property and material is carried out through account 91) Transferred materials to the buyer (from account 91) Received money from buyers 51/62 Determined profit from the sale of materials 91/99 (In correspondence with 91 accounts) Accrued income tax 99/68 At the end of the year determined net profit (According to the results of work for the year 99, the account is closed to account 84) carried out if the amount of proceeds from the sale of products (sales of goods, performance of work, provision of services) of an organization (with the exception of state authorities, bodies local government, state and municipal institutions, state and municipal unitary enterprises, agricultural cooperatives and their unions) for the previous reporting year exceeds 400 million rubles (previously - 50 million rubles) or the total assets of the balance sheet as of the end of the previous reporting year exceeds 60 million rubles ( earlier - 20 million rubles). In addition, the basis for conducting a mandatory audit will be the publication or presentation by an organization (with the exception of a public authority, local government, state off-budget fund, as well as state and municipal institutions) summary (consolidated) accounting (financial) statements. The amendments made to the Federal Law "On Auditing Activities" apply to the relations that will arise during the audit of the accounting (financial) statements of organizations, starting with the said statements for 2010. Self-Regulatory Organizations of Auditors Obliged to Adopt Rules for the Independence of Auditors and Auditing Organizations Numerous changes have been made to the Federal Law "On Auditing Activities". So, for example, Article 8 "Independence of audit organizations, auditors" is supplemented with a new provision, according to which each self-regulatory organization adopts the rules for the independence of auditors and audit organizations approved by the audit council, and these rules may contain additional requirements to those established by this article. The norms of the law establishing the procedure for conducting a mandatory audit have also been clarified. Among the organizations in respect of whose reporting statutory audit is carried out only by audit organizations, now also named are organizations in the authorized (reserve) capital of which the share of state property is at least 25 percent, as well as public corporations and state companies. At the same time, it was clarified that external quality control of the work of such audit organizations, along with a self-regulatory organization, will be carried out by Rosfinnadzor. Amendments have been made to the provisions regarding the grounds and procedure for issuing an auditor's qualification certificate (Article 11 of the Law) . In particular, self-regulatory organization the right to charge a fee for issuing a certificate has been granted, the list of grounds for refusing to issue a certificate has been expanded. The amendments to this article will come into force on January 1, 2011. Transitional provisions have also been clarified (Article 23 of the Law) regarding the procedure for participation in audit activities in accordance with the auditor's qualification certificate. In addition, in particular, the new provisions of the Law expand the list of requirements for membership individual auditors in a self-regulatory organization, - the existence and observance of the rules for the implementation internal control work quality.

Firstly, the Agreement will not be called the sale and purchase of the authorized capital, but the Agreement for the sale and purchase of a SHARE in the authorized capital (this share will simply be 100%) and the act of acceptance and transfer of the SHARE in the authorized capital. If there are still participants in the company and the "leaving" participant sells a share to them (or to one of the participants), then the transaction is not formalized by a notary, because these "participants" exercise their right to pre-emptively acquire a share (but formality must be observed - send a notice of intent to sell the share, state the size of the share, the price of the transaction, the term for concluding the contract, etc., and receive from the "accomplices" an acceptance or disagreement with the acquisition or silence (which is regarded as a refusal) .... application in form 14 the seller signs!If there is no one to exercise the right of pre-emption (for example, if there is 1 participant, or if there is a 3rd person in the company), then a notarial form of certification of the contract is obligatory.Go to the notary and he does everything himself (very expensive).... do not forget that in order to alienate a share, you need the consent of the spouse to sell the share .... In in general terms something like this.. . You don’t need to re-change the Charter and you don’t need to submit Form 13 a second time (if I understand you correctly and you have already passed the first stage, ... if you haven’t passed, then just both forms, taking into account the above).

Members of the company, whose shares in the aggregate amount to at least 10% of the authorized capital of the company, have the right to DEMAND in JUDICIAL EXCLUSION from the company a participant who grossly violates his obligations or by his actions (INACTION) makes the activities of the company IMPOSSIBLE or significantly complicates it. . Good luck.