It is possible to transfer a share in a limited liability company to another member of the company on the basis of a sale and purchase transaction, another agreement. In this case, it is necessary to comply with the requirements of civil law for the design of such a transfer.
The civil legislation of the Russian Federation allows one member of the company to transfer his share to any other member on the basis of a transaction involving the alienation of property (purchase and sale, donation, exchange). As a rule, in order to formalize such a transfer, it is not necessary to obtain the consent of other members of the organization, if such an obligation is not provided for by the charter. That is why, before drawing up the contract, you should check the provisions of the charter of the company, make sure that the participant-seller has an appropriate share, and also make sure that the owner has paid this share in full (only a fully paid share or part of it can be transferred). To check the actual presence of a share, it is enough to familiarize yourself with the current version of the extract from the Unified State Register of Legal Entities, which reflects the size of the share owned by each participant.
Registration of a transaction for the transfer of a share
If there is no special provision on the need to obtain prior consent from other members of the company in the charter, then the parties can proceed to the execution of an agreement on the alienation of a share. Any transaction aimed at transferring a share in a company from one participant to another must be notarized. In the absence of such a certificate, the transfer of the share is considered invalid. Before visiting a notary, you should prepare an extract from the Unified State Register of Legal Entities confirming that the seller has an appropriate share, as well as a document on the basis of which the specified share was received (for example, a sales contract). Only after notarization, the transaction on the transfer of the share to another member of the company will be considered complete.
What to do after the notarization of the transaction?
After the notarization of the transaction, it is required to make changes to the Unified State Register of Legal Entities, which will reflect the actual transfer of the share. To do this, a notary submits an application signed by the participant transferring his share. The application is accompanied by a document confirming the transfer of the share (for example, a sale and purchase agreement), and these documents must be sent to the tax office within three days from the date of the notary's certification of the transaction. At the final stage, the notary transfers to the company the documents confirming the registration of the transfer of the share, which is considered to be the notification of the organization about the completed transaction. At the request of the participants, this notification can be made not by a notary, but by one of the parties to the transaction.
