We shared an LLC
At the request of the viewers, we continue the theme of the share capital and talk about shares in it. The actions of the founders, if one of the founders decided to leave the company, or, moreover, what to do if he does not want to leave the composition of the founders. We'll tell you about everything with examples (all the characters are fictional).
Recall that the authorized capital of LLC is divided into shares, which belong to the participants. Each share has its nominal value.
The sizes of shares can be defined as percentages (for example, 50% each) or in the form of a fraction (2/3, 1/2). The tax authority applies equally to any definition of a share, but it is recommended to avoid complex numbers with a thousand (for example, 40.035%).
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First, it will be difficult for you and the tax to work with such figures. Tax always strongly recommends to put no more than two decimal places.
Secondly, with such a determination of a share, it is quite easy to “lose” any one thousandth and this can become a problem when investing or dealing with shares.
The question of what size to install is largely dependent on the relationship and agreements between the participants. It is not recommended to set the division 50 by 50 to avoid corporate conflicts and deadlock situations. Therefore, if you establish a company together, create an advantage in shares of at least 1%.
The Charter can prescribe the maximum size of the share that can belong to each of the participants. Thus, it is possible to prevent the situation when someone from the participants will have a share in excess of a controlling stake.
What if you need to enter a third party into the company? There are several scenarios.
Option number 1
The increase in share capital due to the contribution of a third party. In this case, the third party contributes a certain amount of money to the share capital, to which account it receives a share.
There are several rules for such input:
The input of the third participant and the increase in the share is carried out after the real contribution of the share and the introduction of information about the new participant and the increased MC in the USRLE.
If participants do not want to dilute their shares when entering a third party, they can also make additional contributions in order to maintain the ratio of shares they need.
Option number 2
If participants do not want to increase the share capital, they can sell part of their share to a third party.
Here, too, you need to follow some rules:
Before selling the share to Seryozha, Vasya must offer it to Pete. At the same time, as a general rule, Vasya must offer Petya to buy a share for the same amount for which he wants to sell the share to Serezha.
But! Other rules can be prescribed in the statute, for example, by setting that a share is offered either at a fixed price or according to other rules that are spelled out in the statute.
It is important that any transactions with shares can be carried out only after the share has been paid.
It is extremely important to keep all documents that confirm the history of ownership of shares. This will help to make deals with them in the future.
In the event of a conflict between the founders, remember that the share can not just be taken away. You also can not dismiss the co-founder, he is not an employee of the company.
The issue of withdrawing a member from society must be due to a valid reason. And she, in fact, only one - a person maliciously violates their obligations as a participant.
A participant may withdraw from the company of his own free will by writing and notarizing a notary’s application for withdrawal from the list of participants. However, this option is possible only under the condition that this is permitted by the company's charter. The second option is to sell your share.
The story with shares, entry and exit of participants is not so simple. Therefore, undertaking such transactions, treat them with all seriousness.
Moreover, deadlock situations should be provided by you at the stage of creating a company. To do this, be sure to include in the statute all significant conditions.
Recall that the authorized capital of LLC is divided into shares, which belong to the participants. Each share has its nominal value.
For example, in Romashka LLC there are two members - Vasya and Peter, each of them owns 50%. The authorized capital of Romashka LLC is 10,000 rubles, and, accordingly, the nominal value of each share is 5,000 rubles.
A bit of math
The sizes of shares can be defined as percentages (for example, 50% each) or in the form of a fraction (2/3, 1/2). The tax authority applies equally to any definition of a share, but it is recommended to avoid complex numbers with a thousand (for example, 40.035%).
')
First, it will be difficult for you and the tax to work with such figures. Tax always strongly recommends to put no more than two decimal places.
Secondly, with such a determination of a share, it is quite easy to “lose” any one thousandth and this can become a problem when investing or dealing with shares.
How much to hang in grams?
The question of what size to install is largely dependent on the relationship and agreements between the participants. It is not recommended to set the division 50 by 50 to avoid corporate conflicts and deadlock situations. Therefore, if you establish a company together, create an advantage in shares of at least 1%.
The Charter can prescribe the maximum size of the share that can belong to each of the participants. Thus, it is possible to prevent the situation when someone from the participants will have a share in excess of a controlling stake.
For example, the charter of Romashka LLC states that a participant cannot have more than 60%. The share of Vasya is 65%, and Petit - 35%. In such a case, Vasya can vote only 60% of the votes in order to comply with the restrictions.
The third is not superfluous?
What if you need to enter a third party into the company? There are several scenarios.
Option number 1
The increase in share capital due to the contribution of a third party. In this case, the third party contributes a certain amount of money to the share capital, to which account it receives a share.
For example, at the same Romashka LLC, Sergei wants to join Petya and Vasya. He contributes 10,000 rubles. The authorized capital is now 20,000. Before that, the other two participants had 50% each. Accordingly, now the shares are distributed as follows: Petit and Vasya have 25% each, and Serezha has 50%.
There are several rules for such input:
- This should not be prohibited by statute.
- The decision to increase the Criminal Code and the adoption of a third party must be made by all participants unanimously.
- In the application, the new participant specifies the amount of money contributed and the size of the share he wants to receive for it. This requested share may be less than the value of its contribution, but there can be no more.
For example, when entering Romashka LLC, Sergey may receive 20 or 40% for a contribution of 10,000, but he cannot get 70% anymore.
The input of the third participant and the increase in the share is carried out after the real contribution of the share and the introduction of information about the new participant and the increased MC in the USRLE.
If participants do not want to dilute their shares when entering a third party, they can also make additional contributions in order to maintain the ratio of shares they need.
Option number 2
If participants do not want to increase the share capital, they can sell part of their share to a third party.
For example, Vasya and Petit each have 50%. To introduce a new person into the company, Vasya sells to Serezha 10% of his share.
Here, too, you need to follow some rules:
- The share purchase transaction is notarized.
- Before you sell the share to a third party, you should give your co-faders the opportunity to exercise their preemptive right.
Before selling the share to Seryozha, Vasya must offer it to Pete. At the same time, as a general rule, Vasya must offer Petya to buy a share for the same amount for which he wants to sell the share to Serezha.
But! Other rules can be prescribed in the statute, for example, by setting that a share is offered either at a fixed price or according to other rules that are spelled out in the statute.
For example, such a condition will help not squander your offspring if the market value of a share is very different from the nominal. Then Petya will be able to buy out Vasya’s share for 5,000 rubles, while Serezha was offered it for 100,500 thousand rubles.
If Petya does not want to buy out a share, he signs and notarizes the offer from the seller, after which he has 30 days to exercise his right. After this period, Vasya can sell his share to Sergey without receiving a notarized refusal from Petit.
It is important that any transactions with shares can be carried out only after the share has been paid.
It is extremely important to keep all documents that confirm the history of ownership of shares. This will help to make deals with them in the future.
For example, if in the example we are considering, Sergei wants to sell Tane’s share, when notarizing the transaction, he should present the purchase and sale agreement with Vasya to the notary. In addition, it is worth storing and documents confirming payment of the share.
If life is cracked
In the event of a conflict between the founders, remember that the share can not just be taken away. You also can not dismiss the co-founder, he is not an employee of the company.
The issue of withdrawing a member from society must be due to a valid reason. And she, in fact, only one - a person maliciously violates their obligations as a participant.
For example, Sergey does not come to general meetings and does not participate in voting, thereby preventing the adoption of important decisions for the company. All this is required to prove in court. At the same time, Sergey may have “good reasons”, and then it will be necessary to look for other legal ways to solve the problem.
A participant may withdraw from the company of his own free will by writing and notarizing a notary’s application for withdrawal from the list of participants. However, this option is possible only under the condition that this is permitted by the company's charter. The second option is to sell your share.
The story with shares, entry and exit of participants is not so simple. Therefore, undertaking such transactions, treat them with all seriousness.
Moreover, deadlock situations should be provided by you at the stage of creating a company. To do this, be sure to include in the statute all significant conditions.
Source: https://habr.com/ru/post/301974/
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