The withdrawal of the founder of an LLC from among the founders is regulated by the Federal Law "On Limited Liability Companies". It is carried out at the request of the founder or by selling the share to other founders or third parties.
Instructions
Step 1
The founder of an LLC has the right to withdraw from it with or without the consent of the other founders, if such a right is assigned to him by the charter. The right of the founder to exit may be provided during the establishment of an LLC or after it - by holding a general meeting of founders, making such a decision, introducing and registering changes in the charter. All changes that are made to the charter of an LLC must be registered in the Unified State Register of Legal Entities (USRLE).
Step 2
The withdrawal of the founder from the founders of the LLC is not allowed if there is only one founder in the LLC itself, or if as a result of the withdrawal of the founder into the LLC there are no founders at all. If the founder decided to withdraw from the founders before making a contribution to the property of the LLC, then the withdrawal will not release him from the obligation to make such a contribution.
Step 3
The founder of an LLC can withdraw from the founders in the following ways:
1. At the participant's own will.
2. by selling a stake in an LLC to other participants or third parties.
In the first case, the share of the founder is transferred to the LLC from the moment of filing the application for withdrawal from the LLC. The latter is obliged to pay the founder the monetary equivalent of his share. Such an equivalent is determined on the basis of the accounting statements of the LLC for the year during which the application for withdrawal from the LLC was submitted.
Step 4
In the second case, the founder has the right to sell or otherwise cede his share in the authorized capital of the LLC to one or more founders of this LLC, or to a third party. The legislation provides for the preemptive right to purchase a share by other founders. Also, the charter of an LLC may provide for the preemptive right of the LLC itself to acquire a share sold by its founder, if the other founders do not wish to use their preemptive right. Therefore, in order to leave the founders, you must first notify the other founders and the LLC itself in writing about your withdrawal. The notice must indicate the share, its value, and other terms of sale. If the founders and the LLC do not use their right to purchase a share within a month (or the period specified in the charter), then the founder sells it to third parties.
Step 5
For the direct sale of a share, a purchase and sale agreement is concluded. Changes are made to the charter of the LLC, as the composition of the founders changes. It is worth remembering that a transaction aimed at alienating a share in the authorized capital of a company (in any way) is subject to notarization. This is followed by registration in the Unified State Register of Legal Entities. This concludes the procedure for the founder's withdrawal from the LLC.
