Application for entering the founder sample. How to increase the authorized capital of an LLC? Procedure and preparation of documents

The introduction of a new participant in an LLC involves adjustments in the distribution of shares in the company and is carried out in 2 ways. Each of them will be discussed in detail in our article.

Member and founder of LLC - what's the difference?

A member of a company is a legal entity or an individual who has a percentage in its authorized capital. Founder - physical or entity, who took part in its foundation.

The main differences between the two are that:

How to add a new member to the founders of an LLC

The activities of an LLC, including changes in its structure, are regulated by the Law on Companies with limited liability"Dated 02.08.1998 No. 14-FZ.

According to this act, the methods of introducing a new participant presuppose:

1. Increase of the authorized capital (hereinafter - MC).
2. No changes in the Criminal Code.

In the first case, entering a new participant into the LLC is possible when entering a certain amount to the company's account (clause 2 of article 19 of the Federal Law No. 14), in the second - upon inheritance of a share, its donation or purchase (clause 1 of article 21 of the Federal Law No. 14).

Change in the composition of LLC participants with an increase in the authorized capital (step-by-step instructions)

This method of changing the composition of participants involves the following stages:

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1. The future founder will submit an application to the company for the admission of new members. The document must indicate:
   • what size of the share he wants to receive (percentage or fractional);
   • number Money, which he will submit to the Criminal Code.
2. Carrying out general meeting founders and drawing up a protocol based on the results. At this stage, the official consent of all founders to the introduction of a new participant is recorded, and all changes in the company's activities that will occur simultaneously with its introduction are regulated (clause 2 of article 19 of the Federal Law No. 14).
3. Development of a new charter of the company or amendments to the current one. All changes that occur after the introduction of a new participant in the LLC must be reflected in the constituent documents, including the new size of the Criminal Code (paragraph 4 of article 19 of the Federal Law No. 14).
4. Submission of documents to the registration authority. According to clause 2.1 of Art. 19 ФЗ № 14, in order to record changes in the structure of an LLC, it is necessary to submit to the Federal Tax Service:
   • constituent documents;
   • minutes of the meeting with the signatures of all participants, certified by a notary;
   • a receipt confirming that a potential participant has contributed funds to the company's account;
   • application form R13001;
   • a statement from a potential participant addressed to the general director;
   • a receipt for payment of the state duty.

After submitting a complete package of documents, registration of new data in the Unified State Register of Legal Entities takes up to 5 working days.

Change in the composition of LLC participants without increasing the authorized capital

According to clause 13.1 of Art. 21 of the Federal Law No. 14, this method of changing the composition of participants involves a notarized transaction of purchase and sale, donation, registration of inheritance and other grounds established by this law.

In general, the procedure is similar to changing the composition with an increase in the Criminal Code, but there are some nuances:

1. When a potential participant submits an application addressed to the general director about his intention to become a member of an LLC, it should state the grounds for joining the company. In the case of an inheritance case, documentary evidence of the rights to obtain a share in the company is required.
2. Holding a general meeting with the participation of a future participant and drawing up a protocol based on the results imply a redistribution of shares and a notarial transaction.
3. When submitting documents to the Federal Tax Service, the list required documents remains the same as with an increase in the Criminal Code, the only difference is the application, which must be filled in on the P14001 form.

The procedure for amending the Unified State Register of Legal Entities in this case also takes up to 5 working days.

Entry of a new member to the LLC, possible difficulties

Despite the fact that the participant's entrance to the LLC is quite fully regulated by law, this procedure may have some complications. So what barriers to accepting a new member might arise and how to get around them?

1. Prohibition in the charter. If it contains a clause on the impossibility of changing the composition of participants by adding a new member of the LLC, it can be liquidated at the general meeting by amending the charter. After that (subject to the consent of the other founders), the procedure for introducing a new participant follows the standard scheme.
2. Formation of an unallocated share with the simultaneous exit of the old participant and the introduction of a new one. In such a case, a sale and purchase agreement is drawn up, according to which the share is acquired by the LLC. The deal is carried out according to the standard scheme.

How to remove a participant from an LLC

A participant can leave the firm on his own initiative by writing a statement about it. But what if the participant doesn't want to leave?

If the founders decide that one of them interferes with the development of the business, they can withdraw it from the LLC, provided that the decision is made by the participants whose aggregate share is at least 10% of the Criminal Code (Article 10 of the Federal Law No. 14).

For this:

1. A claim is filed with an arbitration court.
2. In case of his satisfaction, information about the withdrawal of the participant from the LLC is transmitted to the registering authority. To do this, the FTS shall submit:
   • application form R14001;
   • copy of the judgment.
3. The share of the participant is transferred to the society. At the same time, he must receive its actual value in the form of cash or property equivalent to the price (clause 4 of article 23 of the Federal Law No. 14).
4. According to paragraph 2 of Art. 24 № ФЗ № 14, the share transferred to the company must be distributed in equal shares between the participants during the year or offered for acquisition to founders or third parties (if this is not prohibited by the charter).

Thus, changes in the structure of an LLC are possible both due to the appearance of new members and as a result of the withdrawal of old ones. The main condition for changing the composition of participants is the benefits that such a reorganization of the company's activities will bring.

Entering a new participant in an LLC is one of the most common reasons for making changes to the Unified State Register of Legal Entities. The need to implement this procedure arises in two cases: when it is necessary to sell or inherit a share belonging to one of the participants in the company, and when it is planned to increase the authorized capital.

Entering a new member in an LLC in 2019: features of the procedure

Changes in the structure of an enterprise, as well as its activities in general, are regulated by the Federal Law "On LLC". The law provides that the distribution of shares between the participants of the organization can be carried out in two ways - by increasing the size of the authorized capital or through purchase / donation.

How to introduce a new participant to the founders of an LLC with an increase in the authorized capital

If the expansion of the composition of the founders of the company implies an increase in the authorized capital, it is necessary to go through the following stages:

• send a statement to the general director of the company, indicating the size of the share that the future founder claims and the amount of money that he will contribute to the Criminal Code;
• hold a meeting of the founders of the company and draw up its minutes (with the signatures of those present), this document will confirm the decision to introduce a new participant to the LLC;
• develop a new charter or form a list of changes to the current charter;
• submit documents to the registration authority (IFTS).

When served in tax office applications for the entry of a new participant into the LLC (with an increase in the authorized capital), documentary evidence of the payment of the share will be required.

How to introduce a new member to an LLC without increasing the authorized capital

This procedure is slightly different from the one described above. The entry of a new participant into the LLC without changing the amount of the authorized capital is carried out in the following way:

• in the application addressed to the general director, the grounds for joining the organization of a new founder are indicated (documentary confirmation of the act of purchase and sale of a share or its transfer by inheritance is required);
• a general meeting of founders is held;
• an application is submitted to the IFTS.

The procedure for making changes takes no more than 5 working days.

Registration of a new LLC participant

To enter a new participant in the LLC, you must contact tax office at the place of registration of the enterprise. If, together with the number of founders, the size of the authorized capital changes, an application must be sent to the registering authority in the form of p13001, but if the amount of the Criminal Code remains the same, then in the form of p14001. You will also need:

• charter;
• minutes of the meeting of all participants;
• a receipt for depositing funds to the company's account;
• a statement from the future founder;
• receipt of payment of state duty.

The entry and registration of a new participant in the LLC will be successful if you draw up legally correct documents to complete the procedure. It's very easy to do this with our flexible templates.

It will consider what documents need to be prepared for submission to the registering authority and how these documents are drawn up.

Entering the founder of a company through an increase in the authorized capital of a company is a rather popular way, due to the fact that it is not necessary to certify the contract of sale and purchase of a share with a notary, which is much cheaper than just selling a part of the share by an existing participant to a new participant.

Once again, the essence of the procedure: we introduce a new member to the list of members of the company at the expense of an additional contribution by the new member and, accordingly, increase the authorized capital.

To carry out this procedure, you must fill out an application for form Р13001 - Application for state registration of changes to the constituent documents of a legal entity. Information about the founders is naturally not contained in the Charter, but it contains mandatory information about the size of the authorized capital of the company, and this information needs to be changed.

The procedure for increasing the authorized capital of a company, at the expense of third-party deposits accepted in the company, is described in the law dated 08.02.1998 N 14-FZ (as amended on 05.05.2014) "On limited liability companies" Art. 19

Please note that by law, in order to increase the authorized capital of the company, at the expense of the contributions of the company's members 2/3 votes are enough (unless otherwise provided by the charter) , then in order to accept a new participant and make an additional contribution, a unanimous decision of the participants is required.

The company's charter should not prohibit the admission of third parties to the company. If this is not possible, you need to amend the charter.

Procedure and preparation of documents.

A new participant writes an application for joining the society: “… ..The application of a third party must indicate the size and composition of the contribution, the procedure and the term for making it, as well as the size of the share that a company participant or a third party would like to have in authorized capital society. The application may also indicate other conditions for making contributions and joining the company. " Clause 2 of Article 19 of the Federal Law on "LLC"

On the basis of this statement, the participants make a decision, which is formalized by the minutes of the general meeting of participants, the new participant must be present at the general meeting of participants.

Issues that should be considered at the general meeting of participants and reflected in the minutes of the general meeting:

1. Adoption of a New Member into the membership of the Society.

2. Increase of the authorized capital of the Company by making an additional contribution to the authorized capital by a new participant.

3. Distribution of shares in the authorized capital of the Company between the members of the Company.

4. Adoption of a new edition of the company's charter.

5. Appointment of a person responsible for registering the adopted changes in all, without exception, state. organs.

6. The procedure for making a decision by the general meeting of the company's participants and the composition of the company's participants who were present at its adoption.

Article 19 of the Federal Law on "LLC" tells us about this: “... a decision must be made to amend the charter of the company in connection with an increase in the charter capital of the company, as well as a decision to increase the nominal value of the share of a company participant or shares of company participants who have submitted applications for additional contributions, and, if necessary, a decision to change the size shares of participants in the company. Such decisions are taken by all members of the company unanimously. At the same time, the nominal value of the share of each member of the company who submitted an application for making an additional contribution "

You can read more about the minutes of the general meeting here.

Payment of the share of the authorized capital of the company, as a rule, is paid immediately and a cash receipt order or a receipt for the transfer of funds to the bank account is transferred to the IFTS. Although, the law provides for a six-month term for payment of a share of the authorized capital.

In the set of documents, for the registration procedure, you need two copies of the charter in a new edition or amendment, one copy, certified by the tax authority, is returned upon receipt of the documents.

Form Р13001 Application for state registration of amendments to the constituent documents of a legal entity.

An example of filling out the P13001 form using the example of an LLC with one founder.

Title page - we just fill in the INN, PSRN and the full name.

Sheet B - Information on the size of the authorized capital since we have an increase, we write the size of the authorized capital, taking into account the contribution of the new participant. P.2 Type of change - Increase in the authorized capital.

Sheet E - Participant Information – natural person. For a new member.

P.1 Reason for making changes - 1 Entering information about a new participant

We start filling out from step 3

Sheet E Statements, page 2

Item 4 - Share in the authorized capital: write the nominal value and the size of the acquired share. In our case, n The new participant acquires 50% of the authorized capital with a par value of 10,000 rubles.

Sheet E of the statement, page 1. For an old member.

P.1 value 3 - changes to the information about the participant.

P. 4 Share in the authorized capital: we write the nominal value and the size of the share that remained after the adoption of a third party as a participant. In our case, the old participant has 50% of the authorized capital with a nominal value of 10,000 rubles.

Sheet M - Information about the applicant. We fill in all the fields of the form according to the information about the applicant.

Total set of documents for transfer to the IFTS:

1. Application of a third party for his admission to the company;

2. Minutes of the general meeting of members of the company;

3. The Charter in a new edition or changes in 2 copies;

4. Receipt for payment of an additional contribution to the authorized capital (recommended), subject to an additional contribution in cash;

5. Receipt of payment of state. duties.

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Entering a new member in LLC

The current legislation allows for a change in the composition of the founders in the course of the activities of the LLC. This means that the list of members of the company can be shortened. and expand by introducing new members. One or several legal entities or individuals can become a new member of an LLC.

The decision to increase the authorized capital at the expense of the contribution of the new participant and the act of transfer of property to the authorized capital of the LLC

A sample decision to increase the authorized capital of a limited liability company at the expense of the property contribution of a new participant and to accept a new participant.

If there are two or more participants in the company at the time of the entry of a new participant, then instead of a decision, a protocol is drawn up with the same issues on the agenda.

If you have certain difficulties, then our agency can provide you with services such as registration of an LLC in Ryazan. amendments to the charter, consultations on the procedure for holding a general meeting and on other issues of corporate law.

DECISION No. __

sole participant

limited liability company "______________________"

on the admission of a new participant and on the increase in the authorized capital

____________ ___ __________ 20___

I, Ivanov Ivan Ivanovich (passport ____________________, registered at the address: __________________________________), being the only member of the limited liability company "_______________" decided:

1. On the basis of the submitted application, introduce Petrov Petr Petrovich into the membership of LLC _______________ and increase the authorized capital of the company from 10,000 rubles to 15,000 rubles at the expense of the property contribution of P.P. Petrov. as:

- ____________________________ (indicate what exactly and for what amount is paid).

2. Establish that the value of the property contribution of the new participant is equal to the value determined by an independent expert assessment and Determine that the value of the property contribution of the new participant of the company to the authorized capital is 5,000 rubles *.

Petrov P.P.'s contribution to the authorized capital of LLC ______________ must be entered immediately after the adoption of this decision on the corresponding act of acceptance - transfer.

3. The shares of the company's participants in the authorized capital will be distributed as follows:

Ivanov I.I. - the size of the share 1015 of the authorized capital with a par value of 10,000 rubles

Petrov P.P. - the size of the share 515 of the authorized capital with a par value of 5,000 rubles.

4. In connection with the entry of a new participant into the company and an increase in the authorized capital, make the following changes to the charter of the company and to the Unified State Register of Legal Entities

Ivanov I.I.

* the thing is that since the fall of 2014, each property contribution to the authorized capital is subject to peer review regardless of the cost of such a contribution (before that independent assessment required only for deposits exceeding 200 minimum wages).

The approximate form of the act of acceptance - transfer of property to the authorized capital of a limited liability company with an increase in the authorized capital due to the contribution of a participant accepted into the company

on the transfer of property to the authorized capital

OOO "______________________"

_____________ "___" _________ 20___

Compiled by a commission consisting of: Ivanov I.I. - Director of LLC "______________", Petrov P.P. - participant of LLC "______________", Sidorova S.S. - accountant of LLC _______________

Based on this act, Petrov P.P. joining the members of a limited liability company "______________" transfers as its contribution to the authorized capital of the company

- ______________________ (indicate the composition and value of the property transferred to the authorized capital), and the director of LLC _______________ Ivan Ivanov Ivanovich accepts it

The host

director of LLC

"_______________" ____________ Ivanov I.I.

accountant LLC

"_______________" _____________ Sidorova S.S.

Entering a new member in LLC

question for a lawyer

In fact, the law does not provide for the submission of such a decision to tax authority... The decision to accept a new participant is enough and, in fact, such a decision is a duplicate one. However, similar solutions exist (see below). Filled in free form.

Decision no. ___

Sole Member

Limited liability companies

"Name"

Moscow “___” __________________ 2011

Based on the Constitution of the Russian Federation, Civil Code RF, Federal law RF No.-14-FZ "On Limited Liability Companies" dated 08.02.1998, current legislation RF and the Charter of the Company, I, the Sole Member Surname First name Patronymic - passport 00 00 000 000, Subdivision code 000-000, issued to indicate by whom issued, 00.00.0000, registered at the address: 000000, RUSSIA, Moscow, street, prospect, travel, etc. house 00, bldg. 00, apt. 00, decided:

1. To approve the results of making an additional contribution by the Sole Participant to the authorized capital of the Limited Liability Company “Name” and to amend the Constituent documents of the Company, namely:

To approve the increase in the authorized capital of the Limited Liability Company “Name” up to 300,000 (three hundred thousand) rubles at the expense of the additional contribution of the Sole Member of the Company in cash. The total cost of the additional contribution was 290,000 (two hundred ninety thousand) rubles.

Thus:

The additional contribution of the Sole Member of the Company Surname, Name, Patronymic was 290,000 (two hundred ninety thousand) rubles, paid in cash.

The size and par value of the share of the Sole Member after the increase in the Authorized Capital is:

Surname First name Patronymic - 1 share with a nominal value of 300,000 (Three hundred thousand) rubles, which is 100% of the Authorized capital of the Company.

2. To approve the new version of the Charter, which meets the requirements of the Federal Law of the Russian Federation “On Limited Liability Companies”.

3. Confirm the powers of the General Director of the Company Surname Name Patronymic - passport 00 00 000 000, Subdivision code 000-000, issued to indicate by whom issued, 00.00.0000, registered at the address: 000000, RUSSIA, Moscow, street, prospect, passage and etc. house 00, bldg. 00, apt. 00.

4. Apply to the Interdistrict Inspectorate of the Federal Tax Service of Russia No. 46 in Moscow for the purpose of state registration of changes in Constituent documents Limited Liability Company "Name".

Sole Member and

General manager

LLC "Name"

Full Name _____________________________

Topic: Entering a new member in LLC

Entering a new member in LLC

Good day!

I really ask for your help, because I am already confused, I have read a lot of information on the Internet, but it still does not work out. Perhaps this topic was discussed somewhere, I will be grateful for the link.

There is an LLC with a single participant, the authorized capital is equal to 10,000 rubles. I want to introduce another participant by increasing the charter capital with a cash contribution, the size of the share in the charter capital of the new founder will be 80%, the old one - 20%.

1. A new participant writes a statement addressed to the director of the organization, indicating that the monetary contribution will be 10,000 rubles. that the contribution will be made to the bank account of the organization within 6 months, after the founder makes a decision to introduce a new participant, and expresses a desire to have a share of 80% with a nominal value of 16,000 rubles. (question: is it possible to express such a desire for a share? taking into account the fact that the new participant contributes only 10,000).

2. The only participant holds a meeting and decides to introduce a new participant, increase the authorized capital to 20,000 and indicate the shares and par. (old member 20% - 4000, new member - 80% 16000).

3. We go to the notary: INN, PSRN, Articles of Association, extract from the Unified State Register of Legal Entities, a list of participants, all the decisions that the company had, the decision to introduce a new participant with the distribution of shares and an increase in the authorized capital. We fill out the form 14001 title pages, sheets G, T. Form 13001 (information on increasing the Criminal Code) + either a new charter, or amendments to the charter. Do I need to pay any state fees?

4. Then we go to the tax office and give at the same time f. 14001, form 13001. Do you need to give only forms? Or more changes to the charter, decisions, statements of a new participant?

Introduction of one new founder to the LLC

Good day,

need legal consultation in the following situation:

there is an LLC, the number of founders is 3 people, one of them is the general director. It is necessary to introduce a new founder into the structure, and then withdraw two other co-founders, one of whom is the CEO. And, accordingly, the next item, the newly introduced co-founder, is to appoint director general... Please tell me a detailed sequence of all the necessary documents, including documents that require / do not require notarization, as well as the provision of which documents to the pension and tax and in what sequence.

Hello Marina.

You can enter a participant in an LLC in 2 cases:

In the first case, one of the participants sells part of his share to a third party, and thus a new participant is introduced.

1. Application form P13001

2. New edition charter (or changes to the charter)

3. Protocol / decision on the introduction of a new participant and an increase in the Criminal Code

4. Receipt for payment of state duty.