The founder's exit from the LLC: order and consequences

The life of the company (LLC) during its existence can undergo considerable changes: adoption of a new founder in LLC, change of director, exit of the founder from the LLC. And each of them can not walk without proper registration in accordance with the law (Federal Law No. 14 "On Societies ..."). The article is devoted to the procedure for leaving one of the founders.

The first task that must be fulfilled is to formalize the founder's exit from the LLC according to the law. First, the founder must write an appropriate statement, in the title of which will be "on leaving the society ..." The application will be considered at the meeting of the founders, at which the decision is made to withdraw from the company. What should be the record in the minutes of the meeting. The meeting is held for compliance with formalities, since the founder has the right to withdraw from the society and without the consent of the other participants (unless otherwise specified in the charter). The exit is considered to be carried out from the moment of transfer of the share (part of the authorized capital) of the retiring participant to the company. The founder is entitled to sell the stake to persons who are not related to the company. For sale, you need a written offer to sell your share to the other founders.

The second task is to observe the consequences of leaving the LLC. According to the law, the retiring founder must receive appropriate payment for his share. You can sell it to the founders who remain in the LLC (they have a preemptive right to purchase this share) or to a third party if the founders did not accept the offer to sell and did not pay the share of the retiring founder within a period of (1 month).

After the withdrawal of the participant and before making changes to the Unified State Register of Legal Entities, its share transferred to the company should be distributed in some way between its participants (the decision to distribute the share may be taken immediately, at the same general meeting when the issue of the founder's decision was "decided"). . The order of distribution of a share or its alienation is already registered in the charter of an LLC, it is necessary to be guided by it. Usually the charter contains the following text: "the share of the retired founder is distributed among the other founders of the LLC in accordance with their shares in the authorized capital." Under such an order of transfer of a share, someone is more, if at the organization of an LLC he contributed a larger amount to the authorized capital, to someone less. Or: "The share is distributed equally between the founders of LLC". The distribution of the share must be recorded, formalized in the form of a resolution of the general meeting of the founders.

Finally, the founder's exit from the LLC is completed, firstly, by introducing changes to the list of founders (such should be in each LLC) and, secondly, by filing documents with the registering body (chamber) to make changes to the register of legal entities. It will take a document that confirms the transfer of the stake of the retired participant to the company or a third party under a contract of sale, for example. Among the documents submitted to the registration chamber must be a receipt for payment of a share (or other document confirming payment), as well as an application (form No. P14001 - "on making changes"), the founder's statement on withdrawal from the LLC. The minutes of the meeting should be provided . By law, LLC members must apply to the registration authority within a month from the date of the changes that occurred. If all decisions are taken at one general meeting, then the registration chamber will not have to apply twice (the first time to confirm the founder's exit from the LLC, the second is the distribution or sale of the stake).

The task of the retiring founder is complicated, if so far he has held the post of director of LLC. How to resign to the director of LLC? Prepare to the general meeting of the founders a statement of dismissal together with an application for withdrawal from the company. Then at the meeting the participants must decide who will be the new director. Before leaving, you should find a replacement, otherwise the dismissal may be delayed. The founders may be ready to leave you as director, but at the same time formalize the exit as a founder from the LLC.

It's no secret that the retiring founder will come up with such a decision only if the company approaches ruin, or has already been declared bankrupt (there are, of course, other situations, for example, relationships have deteriorated or there has appeared a desire to open one's business, but such reasons are rather rare). In this case, the question arises: what is the responsibility of the founder of LLC for the debts of LLC? Under the law, the founders do not bear responsibility for the debts of the LLC either with their property, or in monetary terms. All debts are repaid at the expense of the authorized capital and only within its limits (the amount of the authorized capital is prescribed in the charter). The only option possible to pay off debts at the expense of the founder is once contributed to the authorized capital amount.