Giving a share is often a way of completing the sale and purchase of a business. The donation of a share in the authorized capital of a legal entity occurs under a donation agreement (Article 572 of the Civil Code of the Russian Federation). The contract is concluded in writing or in notarial form, if the latter is provided for in the charter.
Necessary
- Algorithm for donating a share in an LLC:
- 1. signing of a donation agreement (it is also possible to notarize it).
- 2. notification of the LLC about donation (with the attachment of the contract).
- 3. holding a general meeting of LLC participants to amend the charter, since a new owner of the share appears.
- 4. notarization of the signature of the head of the LLC on the application for registration of changes.
- 5. payment of state duty.
- 6. registration of changes in the Unified State Register of Legal Entities.
Instructions
Step 1
To donate a share, you must conclude a share donation agreement. Take, for example, the donation of a share in the authorized capital of an LLC. In this case, such a transaction is governed by the Civil Code of the Russian Federation and the Federal Law "On Limited Liability Companies". If the LLC participant has not paid his share in the authorized capital in full, then it can be alienated until its full payment only in the part in which it was paid.
Step 2
If the charter of an LLC does not stipulate that its participant must obtain the consent of other participants before donating his share to someone, then a simple notification of all remaining participants about the donation will be sufficient. The donor does not have any tax consequences when his share is alienated. The LLC itself is also not obliged to pay taxes, since it does not participate in the transaction. However, the income of the recipient of the share is subject to personal income tax (PIT).
Step 3
The transfer of a share must be registered in the Unified State Register of Legal Entities - USRLE. Registration takes place at the tax office. In order for the transfer of a share to be registered, it is necessary to pay a state fee, as well as notarial services - certification of the signature of the head of the LLC on the application for registration of changes to the charter. The application is submitted in the form No. Р13001. The state fee is 2,000 rubles. Registration in the Unified State Register of Legal Entities takes five days from the date of submission of documents.
