Sample statement of the founder about withdrawal from the company. How to formalize the withdrawal of a participant from an LLC? Rules for filling out an application, ways of transfer

Documents must be submitted to the tax office within 30 calendar days from the date the company receives an application for withdrawal from the participant.

There are several ways to submit:
- the most reliable way is to submit them to the general director or his representative (if he has a power of attorney) to the tax inspector in person;
- the fastest - using a digital signature (if available) on the Federal Tax Service website;
- the most old-fashioned way is to send by registered mail (necessarily with a list of attachments).

In all cases of filing, except using the company’s own digital signature, the applicant’s signature on the form must first be certified by a notary. In order for a notary to certify the P14001 form, the general director must submit the following documents to the notary:

- application P14001 (no need to flash);
- decision on distribution of the company’s share (if you distribute immediately);
- statement of withdrawal of the participant;
- an extract from the Unified State Register of Legal Entities no more than 5 working days old. Some notaries receive extracts from the Unified State Register of Legal Entities online. Before going to the notary, check whether he needs an extract from the Unified State Register of Legal Entities or whether he will upload it himself during your visit; charter;
- certificate of state registration of the company;
- certificate of registration of the company with the tax authority;
- a document confirming the authority of the manager (extract or copy of the appointment decision, order to assume the position, employment contract);
- manager’s passport.

Having accepted the documents, the tax officer is obliged to issue a receipt for their receipt. In order to eliminate possible unpleasant consequences, when receiving a receipt, you should check the correctness of the data indicated there, up to the coincidence of the number of pages in each document with the one actually presented.

Step 3. Get documents

Having received the necessary information from the LLC, the Federal Tax Service is obliged to review it within 5 working days and make appropriate changes to the Unified State Register of Legal Entities. The documents that confirm these changes will be as follows:

You can receive them in person or by mail to the address specified when submitting the application. In any case, all information must be carefully checked.

- certificate of amendments to the constituent documents;
- entry sheet in the Unified State Register of Legal Entities.

You can receive them in person or by mail to the address specified when submitting the application. In any case, all information must be carefully checked.

Step 4. Notification of changes to counterparties and bank

In this article we will try to answer all the questions that arise when one of the participants leaves the LLC. We will also tell you in detail what steps should be taken to carry out this procedure and what documents will be required for each of them.

Modern economic realities are such that a situation where one of the LLC participants leaves the founders can arise at any time. The law states that, depending on the reason:

The procedure for a founder to exit an LLC has its own characteristics. But its initiators always have three main ways to resolve this issue. Each of them has both its advantages and disadvantages. We suggest that you familiarize yourself with each of them and make your choice based on the information received.

A limited liability company can have up to 50 participants - both individuals and legal entities. If one of the participants no longer wants to be in business, he can sell his share. Another option is to exit the LLC, but this is only possible if the charter contains the appropriate provisions.

What is the difference between selling a share and leaving an LLC?

The main difference between the withdrawal of a participant from an LLC and the sale of a share is that the share is transferred to the company, and the former owner receives compensation equal to its actual value.

The exit of the founder from the LLC is processed easier and faster than the sale of a share, because in this case the 30-day period of pre-emptive rights of other participants to acquire it does not apply.

After the share of a retired participant passes to the company, within one year it must be disposed of in one of the following ways:

sell to one or more participants;
sell to a third party, unless this is prohibited in the charter;
distributed among the LLC participants in accordance with their shares in the authorized capital.

Please note that it is not possible for the sole founder to leave the LLC. In addition, the simultaneous exit of all participants in the company is prohibited (Article 26 of the Law “On Limited Liability Companies”).

If the withdrawing participant has not made a contribution to the authorized capital, the withdrawal procedure does not relieve him of the obligation to pay this contribution.

Output or output

The withdrawal of one of the founders from the company can only be voluntary. In addition, the right to exit must be recorded in the charter. Additional consent of other owners is not required.

Even if there are irreconcilable contradictions between the participants, the withdrawal of the founder from the company against his consent is impossible (unless, of course, we are talking about an intra-raider takeover of the business).

However, if one of the partners really does not fulfill his duties or deliberately interferes with the activities of the company, then, upon the claim of other participants and a court decision, he may be expelled from the LLC.

Examples of such dishonest actions by a participant include:

Deliberate avoidance of participation in general meetings, which did not allow other owners to make important decisions.
Forgery of minutes of general meetings and other important documents.
Collusion with competitors.
Appointment without the knowledge of the partners of a manager who acted in the interests of an unscrupulous participant or made decisions that made it difficult for the LLC to conduct business.

The withdrawal of a participant from the company, or rather, his exclusion, occurs in accordance with the provisions of Article 10 of the Law “On LLC”. In this case, just as with voluntary withdrawal, the participant is compensated for the cost of his share, and the share itself passes to the company. As for the actual damage caused by the expelled partner, the LLC can apply to the court to recover it.

Quit Statement

An application for withdrawal from an LLC does not have an officially established form, but it must reflect the participant’s intention to exit and receive the value of his share. In addition, the application indicates the full name of the individual and his passport details.

If a participant who is a legal entity leaves the company, then all the registration data of this organization is recorded (TIN and OGRN codes, full company name, legal address). The head of the legal entity participant signs the application for withdrawal from the LLC.

Step-by-step instructions for leaving a participant

Step-by-step instructions for a participant from an LLC involve performing the following actions:

Step 1. Prepare and submit an application for the withdrawal of a participant from the LLC. The application is submitted to the head of the limited liability company, and before submission it is certified by a notary. The participant can no longer refuse to withdraw after submitting the application.

Step 2. Calculate the actual value of the share. The calculation is made based on the value of the company's net assets (NAA), determined on the basis of the financial statements for the last period. For example, if the net assets of an LLC are 100,000 rubles, and the share of the retiring participant is 30%, then its actual value is 30,000 rubles.

Step 3. Notify the tax office about a change in the composition of participants in the limited liability company. The period for such notification is 30 calendar days from the date of receipt of the application.

To report registration changes, registration form 14001 is used, the applicant is the general director. The application must also be certified by a notary. Fill out the title page, one of the sheets (B, D, E, E), depending on the category of the participant, sheets Z and R.

To certify form P14001, the notary is presented with a participant’s statement, charter, registration documents of the LLC, a document confirming the powers of the director, and his passport. If the participants managed to distribute the share of the withdrawing participant, then an additional protocol of the general meeting on distribution will be required.

The following is submitted to the tax office:

a notarized statement of the participant about withdrawal;
notarized form P14001;
minutes of the meeting of participants (if the share has already been distributed).

There is no state fee for making such changes to the Unified State Register of Legal Entities.

Step 4. Receive documents confirming changes. The tax authority has five working days to register the withdrawal of a participant from the LLC. After this, you need to pick up the ERGUL record sheet from the Federal Tax Service Inspectorate, and also make sure that the information from the register reflects the current composition of the founders. You can check this information using a free one from the Federal Tax Service.

Step 5. Pay the participant the actual value of the share. According to the Law “On LLC”, this amount must be transferred within three months after receiving the application for withdrawal, however, the charter may establish a different period. At the request of the participant and with the consent of other partners, the share can be paid in property.

The value of the share is not paid if the company has signs of bankruptcy or if its payment will lead to these signs.

Step 6. Withhold personal income tax from the cost of the share. When paying the actual value of a share, the organization acts as a tax agent, and therefore must withhold and transfer income tax to the budget at a rate of 13%. At the same time, unlike the sale of a share, the retiring participant cannot receive a tax deduction and pays personal income tax on the entire actual value of the share.

Step 7 Notify partners about the participant’s withdrawal from the company. Although the law does not directly oblige to inform counterparties about a change in the composition of the participant, such a condition may be specified in the contract. Banks pay special attention to this point when issuing loans, so make sure that you comply with contractual standards.

You can prepare all the documents for the procedure for the withdrawal of a participant from the LLC, including an application, in your 1C-Start user account. To do this, go to the “Create Agreement” tool and select the appropriate LLC template. Next, simply tick the required boxes, enter the details of the participant and the company and download the ready-made package of documents.

An application for resignation from the founders is the starting point in the process of leaving the organizers of a legal entity.

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Reasons for leaving the founders

The departure of one of its founders often comes as unexpected news to his colleagues. However, such situations are not uncommon. They may be associated with reluctance to bear responsibility for the activities of the organization, the desire to withdraw existing assets, etc.

The procedure and procedure for leaving the founders of an LLC are prescribed in Art. 26 of the Federal Law “On Limited Liability Companies”, they must also be spelled out in the Charter of the enterprise.

What needs to be done to exit, procedure

As is known, the number of participants in an LLC should not exceed fifty persons (legal or natural), and the participation shares among them can be divided either proportionally or disproportionately.

Each of the participants has the right to leave the founders at any stage of the LLC’s functioning.

To do this, you just need to write an application and submit it to the person managing the organization (director or general director). At the same time, withdrawal from the founders of the company is possible without obtaining the consent of other members, only by the personal will of its participant.

After the application is accepted by the head of the company and other founders of the LLC, it must be considered by them within the legally established period (no more than ten working days), and then an appropriate decision must be made on it. One copy of the decision remains within the organization, the second is transferred to the applicant.

An important nuance should be noted: withdrawal from the membership of the LLC is considered completed only after information about it is officially registered.

This is where the role of the former LLC participant ends, and serious work on structural changes awaits its other founders. These include the redistribution of shares, making adjustments to the constituent documents and submitting the necessary information to state supervisory authorities (primarily the tax service), notifying all interested organizations, counterparties, etc. about changes.

By the way, as for the share of the withdrawing participant, if no action is taken in relation to it within one year, then the remaining authorized capital is proportionally reduced.

If the former founder wishes to receive his share in real monetary terms, then payment to him must be made within a period not exceeding three months from the date of his exit (unless another period is specified in the Charter).

In what cases can you not leave an LLC?

The legislation clearly defines situations when the founder does not have the opportunity to leave the LLC. These are just two cases:

when the founder is the only one;
when all of its participants simultaneously decide to leave the company (at least one must remain and, if necessary, it is he who will carry out the liquidation procedure of the enterprise).

Features of drawing up an application, general information

If you need to write a letter of resignation from the founders of an LLC, and you do not know how to do it correctly, we advise you to carefully read the recommendations below. Also look at the sample document - based on it you can easily draw up your own form.

Today there is no single unified application form. This means that the founder has the opportunity to draw it up in any form or, if the organization’s Charter provides for the form of the document, according to its type.

Regardless of which option is used, when writing an application it is necessary to take into account several common parameters common to all such papers. In particular, you need to ensure that the structure and content of the form meets some standard rules of office work, i.e. The statement should be divided into three parts:

the beginning of the document or, as it is also called, the “header”, where information about the addressee and the applicant is entered;
main block - the actual request to withdraw from the founders, indicating the shares that belonged to the LLC participant; if necessary, the reason for withdrawal should be included here (but not necessarily);
the conclusion must include the date the document was drawn up and the personal signature of the applicant.

Rules for filling out an application, ways of transfer

The application can be written on an ordinary blank sheet of any convenient format (preferably A4), by hand or typed on a computer - these values do not play a role in establishing its legality. The only important thing is that it is written without inaccuracies, errors and blots, and if any do occur, you should not correct them, but rather draw up a new form.

The application must be signed by the applicant (and the signature must be “living”).

An application is being drawn up in two identical copies, one of which should be handed over to representatives of the enterprise (general director or other founders), and the second, after it has been marked as accepting a copy, should be kept. In the future, this will help to avoid possible troubles if a question suddenly arises about the very fact of transferring the document to its destination or the date of its preparation.

You can submit your application to the interested party in any of the following ways:

personally, from hand to hand;
via Russian Post by sending a message with a list of the attachment by registered mail with acknowledgment of delivery;
It is also possible to submit an application through a proxy (provided that he has a duly certified power of attorney).

A limited liability company is an association that is formed by a group of individuals and legal entities or a single person who are founders with the right of equity participation and limited liability, i.e. Each participant has a share in the authorized capital and is responsible only within the limits of his share or shares and is not responsible for risks and losses that are possible during the activities of the company.

LLC participants have the right sell or otherwise dispose of your share in capital, as well as resign from the founders and receive payment in the amount of their shares.

In the event of a sale of a share, other LLC participants have a preferential right to purchase the share over third parties.

In some cases, the company's charter prohibits the transfer of shares to other persons.

Features of voluntary and forced exit

Leaving society is a legally labor-intensive and lengthy process that requires recording upcoming changes in all documentation and taking them into account in the databases and registers of data of public authorities - the size of the authorized capital changes, assets decrease, changes in accounting are possible.

Exist 3 options for exiting an LLC:

death of a participant;
voluntary withdrawal of a participant with transfer of a share;
forced exclusion of a participant.

Death

In the event of the death of a participant, his share or shares, in accordance with the norms of civil law, are inherited by his legal successors.

If the heirs do not express their rights to the deceased’s share within 6 months, it becomes the property of the company.

Usually the circle of heirs specified in the will. If there is no will, then inheritance occurs according to civil rules - property, including a share in an LLC, is distributed equally among priority heirs, first-line heirs - spouse, children, parents, stepchildren, stepparents. In addition to rights, heirs also assume obligations, i.e. are responsible for debts.

If by will the deceased transferred the rights to a person who has not reached the age of legal capacity, then he is recognized as the owner, but his legal guardians bear responsibility until he reaches the age of majority.

Voluntarily

Voluntary exit implies an indicative procedure - the participant submits an application and cedes the share to the company or sells it to the company or third parties. Such activities are permissible if this is provided for by the charter.

The responsibility for finding external buyers falls on this participant. The value of the share must correspond to current reality. As a rule, it is proposed at a meeting of the founders of the LLC.

When exiting with the assignment of a share to the company, the co-owner must notarize the application.

The director of the LLC is obliged to register changes in the register of legal entities, also confirming the application with a signature.

After the exit is formalized, the former co-owner is paid a payment equal to the value of his share, calculated based on the accounting records for the previous year. For example, if an application was submitted in 2020, then 2019 is used for calculation.

A person receives his compensation no later than 3 months after leaving the LLC.

Registration of an exit in the register of legal entities occurs within 5 working days plus weekends.

A declarative exit is convenient for persons who require quick release from rights and obligations, since it does not require a large package of documents, the consent of the spouses, or significant expenses.

Forcibly

Forced exit is carried out in judicial procedure. The right to demand an exception belongs to those co-owners whose share in the LLC is not less than 10% of the authorized capital.

The reason for the requirement is the actions or inaction of this participant, entailing negative consequences in the form of disruption of the functioning of the company, failure to fulfill the set goals and objectives (the main goal of the LLC is to make a profit).

Even one co-owner with a share of more than 10% can initiate the exclusion of a defective participant.

A violation that provokes dissatisfaction of other participants is recognized as periodic avoidance of participation in general meetings of the founders of the LLC, when making decisions at which the votes of all co-owners are required. Members of the company file a claim in the arbitration court.

The following are not considered violations grounds for the founder’s withdrawal:

Failure to comply with labor laws. For example, a participant holds a position in the executive body of the company and does not properly fulfill his duties. The arbitration court strictly separates labor and corporate law and does not consider such a reason as a justification for excluding a person.
Failure of the sole executive body to comply with its duties. For example, violations of articles of the charter, obstruction of the election of a new executive body - arbitration practice does not recognize such violations as sufficient to remove a participant from the LLC.

Refer to the grounds for the conclusion:

seizure of property
holding illegal, extraordinary meetings;
conclusion by the general director of an economic agreement, which resulted in severe negative results for the LLC.

If the court finds the arguments of the other co-owners valid and decides to exclude the accused participant, he will have to bear the costs of the trial. The court may also deprive a participant of the right to receive the compensatory value of his share.

However, for a positive result in court, other participants need to prepare a convincing evidence base, give firm testimony in court, and provide documentary evidence of the accusation. Often the courts rule in favor of the defendant.

Reasons and features

There are a few unusual situations that should be mentioned in this question.

Sole founder

Most often, the only member of the society leaves due to two reasons:

re-registration of LLC to another person (relatives, friends) with further existence;
liquidation (i.e. exit from the company without further connection with it).

The most optimal way to remove the sole founder is to attract a new participant, increase the authorized capital at the expense of his share and retire the first founder with the transfer of the share to the remaining one.

Step-by-step instruction:

The sole founder decides to introduce a new participant; the decision must reflect the size of the contribution and the ratio of shares.
A new person draws up an application for entry into the society, transfers his contribution to the cash desk or to a current account.
The director collects a package of documents, has them certified by a notary and submits them to the Federal Tax Service inspectorate.
After entering a new participant and registering an entry with the first founder, he submits a notarized application for withdrawal from the LLC addressed to the director.
On the day the director signs the application, the first founder leaves the company.
The director collects documents to register changes in the register and distribute the share of the previous participant.

Founding Director

When the sole founder of an LLC holds the position of director, the procedure is carried out in exactly the same way as in the previous case. The change of director as a legal process is carried out either upon the entry of a new co-owner - he becomes the new director, or upon the departure of the previous one. In any situation, the change of director is carried out in the usual manner and in a standard manner.

You can learn how to formalize the withdrawal of a participant from an LLC from this video.

Regular Member

To leave an LLC for an ordinary participant, you must follow a similar algorithm.

Step-by-step instruction:

The person draws up an application and has it certified by a notary.
The person submits an application to the general director of the company, and the general director signs the application.
The remaining co-owners draw up a protocol reflecting information about the participant’s withdrawal from the LLC and about actions with his share.
The General Director prepares a package of documents for the participant’s withdrawal and has them certified by a notary.
The director submits documents to the Federal Tax Service inspection and after 7 calendar days receives an extract from the Unified State Register of Legal Entities with new entries.
The director transfers to the retiring person compensation equal to the actual value of the share according to the balance sheet for the previous year.

Documents for registration of changes with the Federal Tax Service (copies):

resignation letter;
protocol of participants;
application - in the approved form;
charter;
extract from the Unified State Register of Legal Entities;
certificate of registration;
registration certificate;
decision on the appointment of a director;
receipt of payment of state duty.

The registration application is submitted within a month from the date of transfer of the share. The day of transfer of the share is considered to be the date the director signs the participant’s application.

When exit is impossible

There are 3 reasons for prohibiting the withdrawal of a participant:

The ban is stated in the company's charter. Even the consent of all the founders and the CEO cannot change it.
Exit of a single participant or simultaneous exit of all participants. An organization cannot function without participants, at least one, therefore such actions are impossible and are not recognized by law.
Violation of the procedure for leaving the LLC- application without notarization, lack of documents, etc.

If there are such reasons, the LLC does not confirm the exit of its participant, does not give him the actual value of the share and does not register changes in the Unified State Register of Legal Entities.

Innovations and documentation

At the beginning of the year, changes in tax legislation came into effect. Now the person who received a compensation payment for his share has the right to reduce the amount of income and tax base by the amount of expenses incurred during the acquisition of the share. In this way, taxation of the funds received can be avoided.

Calculation and distribution of the participant's share

The arithmetic of the share price is based on the balance sheet and the previous year. If in 2016 the LLC amounted to 1,000,000 rubles, and the share of the departing participant is 25%, he will receive compensation of 250,000 rubles.

The share transferred to the company is distributed in proportion to the shares of the participants or in another manner provided for by the charter.

Taxes

If the participant is paid compensation in kind (property), then VAT is charged on the difference between the value of the property and the value of the share at the time of acquisition.

In case of payment in cash, accrual is possible - if the person has owned the share for less than 5 years. If owned for more than this period, income is not subject to taxation. In addition, it is now possible to reduce the tax base due to expenses when purchasing a share.

Notarization of documents and filing with the tax authorities

An application for registration of changes is submitted to the Federal Tax Service inspectorate under the signature of the director himself or his legal representative.

Receipt

The deadline for receiving documents on registration of changes and a new entry in the Unified State Register of Legal Entities, a new extract from the Unified State Register of Legal Entities is 5 working days, excluding weekends. When calculating calendar days, the process takes a week.

Actions with the company's share

By drawing up a protocol based on the application signed by the director, the remaining co-owners make one of the following decisions regarding the participant’s share:

presence in society for 1 year;
sale to third parties;
distribution among the LLC participants is proportional to the shares or the rules established in the company’s charter.

If the participants left the share of the retiree in the LLC for more than 1 year, it is subject to redemption, as a result of which the authorized capital is reduced. If the capital does not reach the minimum amount (10,000 rubles), the company is subject to liquidation.

Possible nuances

To leave the company, a participant does not have to obtain the consent of all co-owners; he only needs the signature of the director, and then notification of the founders at the meeting.

If the organization is unable to pay monetary compensation to the retiring person, he can receive payment in kind, i.e. property. If a participant has debts, he is obliged to fulfill his obligations before submitting an application.

Exiting an LLC requires a long time, collecting documents, and many formalities. However, the main thing here is compliance with the law, especially the terms of the Tax Code, and following the instructions given.

The features of registering the exit of an LLC participant are described in this video.

A participant in a limited liability company is granted by law the right to withdraw from the LLC if certain conditions are met.

In what cases the founder has the right to leave the company, how this procedure should be documented and what are the features of leaving the LLC - this will be discussed below.

Normative base

The right of a participant to withdraw from an LLC is enshrined in the Civil Code of the Russian Federation, in Article 94. The order and procedure are regulated in more detail by the provisions of Article 26 of the Federal Law of 02/08/1998 “On Limited Liability Companies”.

The practical provisions of the procedure are also enshrined in the regulations of the Federal Tax Service of the Russian Federation. For example, the application form for changing information about a company in the Unified State Register of Legal Entities, including due to the withdrawal of one of the participants, is established by Order of the Federal Tax Service of Russia dated January 25, 2012 No. ММВ-7-6/25@.

The procedure for a participant to leave an LLC - step-by-step instructions

The withdrawal of a participant from the LLC, according to the norms of current legislation, is possible if this is provided for by the charter of the legal entity. It is the charter that must consider in detail the procedure for the exit of the founder and all other options for making changes to the composition of the company.

The charter may contain provisions on the mandatory transfer of a share to the company, and on the possible alienation of a share to a third party or the prohibition of such alienation.

If the main constituent document of the company does not contain provisions regulating the withdrawal of a participant, the charter can be amended and supplemented, but only if all participants of the LLC agree to the changes made.

Thus, the first thing you need to do in order to leave the company is to carefully read the charter and study in detail its provisions regarding the transfer of a share in the authorized capital when a participant leaves.

Video - how to formalize the withdrawal of a participant from an LLC:

The algorithm of actions for the withdrawal of a participant from the founders of an LLC is a certain sequence of procedures, namely:

Step 1: notifying the manager and members of the company of the intention to leave the LLC by sending a corresponding application;
Step 2: referral to the territorial division of the Federal Tax Service regarding changes in the composition of the company’s participants;
Step 3: receiving from the tax authority documents confirming the introduction of the necessary changes to the Unified State Register of Legal Entities;
Step 4: the final stage of calculating contributions and contributions to the capital of the company.

Each step-by-step procedure has its own rules and specifics that should be taken into account if the participant decides to leave the society.

Application for withdrawal from LLC

The first step for a participant to leave the company is to send a statement of his intention to the executive body of the LLC - the director or general director.

The application form is not strictly prescribed. However, the document must contain information such as:

full information about the participant, including passport details and address of residence and registration;
information about the legal entity from which the participant is leaving;
the size of the applicant’s share in the authorized capital;
date of sending the application;
personal signature of the applicant.

From the moment the application is accepted by the company, namely its registration and receipt by the company, the participant is considered to have left the company.

But this option is only possible if the participant’s withdrawal from the LLC is provided for by the charter. Otherwise, the filing of an application for withdrawal must be preceded by changes to the charter in the manner prescribed by civil law.

Also, a statement about the withdrawal of a participant from the company is a reason for holding a general meeting of participants. At such a meeting, the fate of the released share is decided. Members of the general meeting may dispose of their shares as follows:

distribute proportionally among the remaining participants;
sell to one of the participants or another individual or legal entity;
remain in the hands of the company until the end of the year.

The decision made must be documented in the minutes of the general meeting.

Within the framework of the general meeting, the issue of calculating the value of the share and the timing of payment to the withdrawing participant is resolved.

The procedure for determining the value of a share

The procedure for determining the value of the share to be paid to a participant in the event of his withdrawal from the LLC is enshrined in paragraph 6.1 of Article 23 of the Law “On Limited Liability Companies”.

Thus, according to this norm, the amount of funds to be paid is calculated by multiplying the share in the authorized capital of the exiting participant and the amount of net assets of the legal entity.

In this case, the net asset value is used from the financial statements for the period preceding the date of filing the application. So, if the reporting period is a quarter, and the application was submitted in the 2nd quarter of the current year, then the value of net assets is taken based on the results of work for the 1st quarter.

The term for payment of the cost of the share is 3 months. The law also provides the right for a participant to receive, upon exit, the property of the LLC as payment within the value of his share.

Sending documents to the Federal Tax Service

The next step in formalizing the withdrawal of a participant from the LLC is to send documents to the territorial tax authority.

A change in the number of company participants is the basis for making changes to the Unified State Register of Legal Entities. The basis for this should be an application drawn up in form P14001.

A document of this form, completed in accordance with all the rules, must be sent to the Federal Tax Service within a month from the date the executive body of the LLC receives the participant’s application to withdraw from the company.

The following documents must be attached to the application:

charter;
a current extract from the Unified State Register of Legal Entities, issued no later than 30 calendar days before sending the documents to the tax authority;
copy of OGRN;
a copy of the minutes of the general meeting of members of the company on the appointment of a director or other executive body of the LLC.

Before sending documents to the Federal Tax Service, they should be certified by a notary. Based on the results of the procedure, a new extract from the Unified State Register of Legal Entities will be issued, containing changed information about the company’s participants.

Withdrawal of a participant from the LLC by selling a share to the company

One of the most common cases is the withdrawal of a participant from the LLC by alienating his share directly to the company itself.

The alienation of a share to the company is formalized by a purchase and sale agreement, the parties to the agreement are the participant leaving the LLC and the director or other executive head of the legal entity. The agreement is also subject to notarization and submission to the tax authorities for registration of changes in the Unified State Register of Legal Entities.

At the same time the company cannot be the owner of a share in the authorized capital for longer than one year. During the calendar year, the head of the company must make a decision on the distribution of the released share between existing participants, or on its sale to third parties.

Withdrawal of the sole founder from the company

Within the meaning of the current legislation, withdrawal of the sole participant from the company is not allowed. A possible option for terminating the participation of the founder in the LLC can only be the liquidation of the legal entity, the decision to initiate which can be made by the founder himself.

Alienation of the share of the sole founder to a third party is possible only if this person is included in the list of participants in the company and the corresponding entry is made in the Unified State Register of Legal Entities.

Specifics of the procedure for a participant’s exit from an LLC and pitfalls

When initiating the procedure for the withdrawal of a participant from the LLC, it is necessary to take into account several points that may be important for making the final decision on withdrawal and execution of documents.

The specifics of the procedure include the following:

The participant’s obligation to make contributions to the capital of the company remains until the submission of an application for withdrawal. Thus, the obligation to make contributions to the property of the LLC is valid until the application is sent, and if the obligation was not fulfilled on time, then sending an application to withdraw from the company does not exempt the participant from mandatory contributions.
In order for a participant to leave the LLC, it is not necessary to agree to the procedure from all other founders.
A participant's resignation letter sent to the executive body of the company is not subject to withdrawal or cancellation.
Payment of a share to a withdrawing participant with the property of the company is possible only with the consent of the founder who left the LLC.
The paid value of the share in monetary equivalent is included in the income of the individual and is subject to inclusion in the income statement and taxation.
Some agreements with counterparties, including banks, have provisions on the company’s obligation to notify the partner about a change in the composition of the founders. This must be taken into account when a participant leaves the LLC and, if necessary, inform counterparties.

Despite the apparent complexity, the procedure for a participant to withdraw from the company is very simple and transparent. Almost every in-house legal adviser can carry out all the necessary actions and prepare documents.

Particular attention should be paid to the timing of sending documents on amendments to the Unified State Register of Legal Entities to the tax authority, the correct calculation of the value of the share of the withdrawing participant and the procedure for its payment. For example, failure to timely send information about changes in LLC participants to the Federal Tax Service may result in the application of administrative liability measures to the manager and organization.

Video – exit of the founder from the LLC: