One of the founders decided to leave the LLC, but the remaining founders do not want to reorganize the enterprise. Now this is more difficult to do than it was before, because the legislation regulating these issues has undergone significant changes. So, for example, the sale of a share is now possible only with the obligatory certification of a notary, which is not always advisable. But there are legal ways for the founder to leave the LLC without involving a notary and even without the consent of other members of the Society. The main thing is to correctly arrange this exit.
Read the Charter carefully. As a rule, one of the mandatory clauses states that the founder has the right to withdraw from the LLC by alienating his share to the Company, regardless of the consent or disagreement of other founders. Please note that the last of the founders cannot leave the LLC. Also, the founder does not have the right to leave if he is the only one.
If you are a founder wishing to leave the Society, please write a corresponding statement. Think about how it is more convenient for you to receive your share: in cash or in kind. Please note that in kind you have the right to give your share in the authorized capital only with your consent. This payment must be made within three months from the date of submission of the application (unless otherwise provided by the Charter).
If you are the remaining members of the Society, distribute the share of the departed founder among yourself. This distribution must be made in accordance with the shares in the authorized capital and within one year. Don't miss this deadline. The unsold and unallocated share of the authorized capital must be repaid, and the amount of this capital must be reduced.
If necessary, offer to redeem this "no-man's" share to third parties. Again, unless prohibited by the Charter. Do not forget, the sale must be made at a price not lower than that at which the departed founder was paid. Make a sale only after the corresponding unanimous decision of all members of the LLC.
Make changes to the unified state register of legal entities. To do this, prepare the following documents: copies of the certificate of state registration and tax registration, an extract from the Unified State Register of Legal Entities, a new form of the Charter, an order on the appointment of a director, passport details of the current director and members of the Company (old and new), a decision on amendments. Write a statement and notarize it. Pay the state fee.
And finally, after paying the cost of his share to the departed founder, you become his tax agent. Therefore, do not forget to calculate, withhold and pay personal income tax.