The sale of a share in the authorized capital of a limited liability company (hereinafter, simply - "LLC") by one participant to another is a common procedure drawn up with the help of such documents as an offer to sell a share, an acceptance for it, minutes of a meeting of a general meeting of participants, a purchase agreement. sale of a share and a statement in the form No. Р14001. The order of practical actions described in this article is fully applicable to LLCs in which there are two participants - individuals.
Instructions
Step 1
A participant who decides to sell his share in the authorized capital sends an offer (offer) addressed to the head of the organization and another participant of the LLC.
Content of the offer:
- in the upper right corner, indicate the position of the head of the organization, his full name, address of the company's location, as well as the name of the second participant and his residence address;
- further in the center we indicate the "Offer for the sale of a share", and below we write the date, place of drawing up such an offer;
- then we indicate information about the person who sells the share, and also prescribe the size, nominal and selling value of the share;
- after that, we add to the text of the offer information that a member of the company has the right to use the pre-emptive right to purchase a share within thirty days from the date of receipt of the offer by the company;
- at the end of the offer, it must be signed by a person intending to sell the share, and a place is left for information confirming the receipt of the offer by the head of the organization and familiarization of the second participant with it.
Step 2
A participant who decides to acquire a share in the authorized capital sends a consent (acceptance for an offer) addressed to the head of the organization and the person who proposed the offer.
Content of acceptance:
- in the upper right corner, indicate the position of the head of the organization, his full name, address of the company's location, as well as the full name of the person who proposed the offer and his registration address;
- further in the center we indicate "Acceptance for the offer", and below we write down the date, place of drawing up such consent;
- then we indicate information about the person who plans to acquire the sold share, as well as register data on the share he has, indicate his intention to acquire the seller's share on the terms of the offer from a certain date;
- at the end of the acceptance for the offer, it must be signed by the person intending to acquire the share, and there is also a place for information confirming the receipt of consent by the participant selling the share, and familiarization with this consent of the head of the organization.
Step 3
A general meeting of members of the company is held with the following agenda:
- on the election of the chairman of the general meeting of the company's participants;
- on the election of the secretary of the general meeting of the company's participants;
- on the use of the preemptive right to purchase a share in the authorized capital of the company.
Based on the results of the voting of the participants, a protocol is drawn up, in the operative part of which it is necessary to indicate that the sale of a share to a third party in connection with the exercise by a member of the company of the preemptive right to purchase a share in the authorized capital is prohibited, and that this person is recognized as being able to exercise this right.
Step 4
We draw up in triplicate a contract for the sale and purchase of a share in the authorized capital of a certain LLC, the content of which depends on the conditions specified in the offer and acceptance, and also on the will of the seller and the buyer.
Step 5
We download the form No. Р14001, which is Appendix No. 6 to the order of the Federal Tax Service of Russia dated 25.01.2012 No. ММВ-7-6 / 25 @, from the official websites "Consultant Plus" or "Garant" and fill in the following pages in it:
- page 001 (we enter data on the TIN, PSRN and the full name of the organization and put down the number 1 in the "Application submitted" column);
- sheet "D" in duplicate, one for the participant selling the share and buying it;
- sheet "R" (the applicant is an individual - a member of the LLC, in the role of which is the seller of the share).
This statement must be certified by a notary, who will confirm the identity of the seller of the share with his signature and seal.
Step 6
We submit the following set of documents to the IFTS (MIFNS):
- minutes of the general meeting of participants in 2 copies;
- one copy of the share purchase and sale agreement;
- Application in the form No. Р14001, certified by a notary.
