Procedure for changing the owner of an LLC + document templates (protocol and act of acceptance and transfer of shares and purchase agreement)

In the course of life of an enterprise, institution or organization, it is often necessary to change its founders. This procedure is as common as changing the location of a legal entity or changing the director, etc.

A legal entity can be created and registered both individually and by combining several owners who have a certain share in the authorized capital of the enterprise.

However, in the course of the company's activity, it happens that the interests of the co-owners change, someone decides to gift, sell or inherit his share.

These cases require certain legal actions to change the owners of a legal entity, reflect changes in the company's charter and state registration of such changes.

Depending on the reason for the change in the company's founders, the procedure for its re-registration will differ.

What can be the cases of changing the founders of a legal entity?

1. Exclusion from the members. The current legislation provides for two grounds for the forced exclusion of participants of a legal entity from the composition of the founders:
   1. The first reason is the activity or inaction of the participant, which prevents the functioning of the company and the achievement of its goals. However, it should be noted that the law does not provide clear definitions of such violations. That is why the assessment of such actions is carried out individually according to the situation.
   2. The second reason is the case if the member of the company did not make a contribution to repay the debt within the given additional period. In this case, the executive body of the company must convene a general meeting of participants, which can make a decision to exclude a member of the company who is in arrears from making a contribution (Part 2 of Article 15 of the Law of Ukraine "On Limited and Additional Liability Companies ", hereinafter - the Law on Ltd. ).
2. Independent exit. In this case, the participant, based on his own considerations, independently decides to leave the company's founders.

At the same time, the company pays the participant, who has left the company, the value of his share or transfers the property only in proportion to the size of the paid part of the share of such participant (Part 10, Article 24 of the Law on LLCs ).

3. Inheritance of share and transfer to legal successors. In the event of the termination of a member of the company or the death of its founder, his share is transferred to the heirs or legal successors without the consent of other members of the company. The procedure is the same in the event that the court recognizes a natural person as dead or missing.
4. Transfer of share to third parties. This case arises from the right of the founder to transfer his share of the authorized capital in part or in full to third parties. This can be done by selling, mining, donating a share, etc. But it should be borne in mind that in order to transfer one's share to third parties, the company's charter should not prohibit such a transfer. As a general rule, it is not prohibited by law to transfer your share to other persons. In addition, the law provides for the overriding right of other participants to first acquire the share that is being sold, in an amount proportional to their capital investment.

Changing the owner of a company in connection with the sale of one's share is a very common case, so this issue should be considered in more detail, because the very existence of the company may depend on the correct legal registration of these procedures.

General meeting regarding the change of member of a legal entity

Regardless of the number of members of a legal entity, the decision to change one or more of them is made at the general meeting. The results of the general meeting are formalized in the protocol (in the case of one participant - by his decision). Thus, the entire procedure of changing members of the LLC begins with the preparation of the protocol.

The document must state:

• the composition of the general meeting;
• list of invited persons;
• reasons for replacing the participant;
• replacement procedure;
• results of voting on issues.

The protocol must specify the person responsible for direct registration actions. It is also necessary to record the reason for the participant's change in the protocol, for example, at their own will.

Before changing the founder of the LLC, it is necessary to determine the method of replacement. This can be the exit of an existing one and the entry of a new one, or the transfer of one's share in the authorized capital to another person (sale). The second option is more popular in practice, as it requires less paperwork and does not affect the fate of other members of the LLC.

Mistakes in the preparation of documents may lead to the refusal of the authorized bodies to register the changes. Therefore, it is necessary to display all the nuances in as much detail as possible.

A member of the company, whose share in the authorized capital of the company is less than 50 percent, may leave the company at any time without the consent of other members.

A member of the company, whose share in the authorized capital of the company is 50 percent or more, may leave the company with the consent of other members.

The decision to give consent for the withdrawal of a participant from the company can be taken within one month from the date of submission of the application by the participant, unless another period is provided by the statute (parts 1-3 of Article 24 of the Law on LLCs ).

Change of a company member due to the sale (donation) of a share

Having made a decision to change the owners of the company (for example, when selling a share), it is necessary to proceed to the conclusion of an alienation agreement and change the company's charter. A change of a member of an LLC involves the issuance of a new version of the charter, which specifies the data of this person and the size of his share.

The contract of alienation is drawn up in a standard form - in the form of a contract of sale or gift. The fact of acceptance and transfer of a share in the authorized capital is recorded in the deed. The agreement is subject to notarization. At the same moment, the new members of the LLC sign the charter in the new version.

A participant wishing to dispose of his share must take into account the following provisions:

1. A member of an LLC has the right to alienate his share in the authorized capital only in that part in which it is paid ( Part 3 of Article 21 of the Law on LLCs ). That is, before alienating the share, make sure that the participant has made a contribution to the authorized capital of the LLC, which is recorded in the Unified State Register.
2. A member of an LLC has a preferential right to purchase a share of another member of the company, which is sold to a third party ( Part 1 of Article 20 of the Law on LLCs ).
3. A member of an LLC who intends to sell his share to a third party must notify other members of the company in writing and inform about:

• the price;
• the size of the alienated share;
• other conditions of such sale.

If none of the members of the LLC within 30 days from the date of receipt of the notification of the participant's intention to sell the share has not informed him in writing of the intention to exercise his preferential right, it is considered that such a member of the company has given his consent to the sale of the share on the 31st day from the date of receipt of the notification. Then such a share can be alienated to a third party under the conditions that were notified to the members of the LLC ( part 3 of Article 20 of the Law on LLCs ).

It should be noted that mainly the right to purchase a share by other members of an LLC applies to contracts for the purchase and sale of shares, and does not apply, for example, to an agreement to donate a share.

4. After concluding a contract of sale, exchange or gift, the seller is obliged to conclude with the buyer a notarized act of acceptance and transfer of a share in the authorized capital of the company (Part 5 of Article 17 of the Law "On State Registration of Legal Entities, Individual Entrepreneurs and public formations" ).

Appeal to the state registrar

The further procedure for changing members of an LLC is registration of changes in the state register after the above actions have been taken.

In accordance with Part 5 of Art. 17 of the Law "On State Registration of Legal Entities, Individuals - Entrepreneurs and Public Organizations" , the following documents must be submitted to the registrar when the members of the company are changed:

• an application for state registration of changes to information about a legal entity, signed by the director or another authorized person, contained in the Unified State Register ;
• a document on the payment of the administrative fee ;
• a notarized act of acceptance and transfer of a share (a part of a share) in the authorized capital of a limited liability company, a company with additional liability (in cases of alienation of a share).

Other features when the owner of the LLC is changed

Before changing the founder, you should remember: the transfer of ownership of a share in the authorized capital may cause a redistribution of existing shares.

For example, this situation often arises when several participants change, namely, their number. In this case, all details regarding the shares of each of them in the common capital must be indicated in the minutes of the general meeting and the new version of the charter.

A participant is considered to have left the company from the day of state registration of his exit ( part 5, part 24. of the Law on LLCs ).

Not later than 30 days from the day when the LLC learned about the participant's withdrawal, it is obliged to notify such former participant of the value of his share, provide a reasonable calculation and copies of the documents necessary for the calculation. The value of the participant's share is determined as of the day preceding the day the participant submitted the relevant application to the state registrar (Part 6 of Article 24 of the Law on LLCs ).

On our website you can download:

• a template of the protocol on making changes to the LLC ;
• template of the act of acceptance and transfer of a share in the authorized capital ;
• a template of a preliminary contract for the purchase and sale of a share in the authorized capital .

Or use the extended functionality of the system in terms of keeping a register of counterparties, generate a contract, act, protocol filled with data, and also sign with a qualified electronic digital signature.