Formalization and registration of a new participant’s entry into the LLC. Entry of a participant through an increase in the authorized capital Application for admission to the company

Introducing a new participant into the LLC without increasing the authorized capital

Making changes to information about a legal entity and its participants is a procedure that is necessary for the managers of most limited liability companies. One of the most common changes made to the Unified State Register of Legal Entities is a change in the composition of participants.

THERE IS ONLY ONE WAY TO ENTER A NEW PARTICIPANT IN AN LLC WITHOUT INCREASING THE AUTHORIZED CAPITAL:

Notarized transaction of purchase and sale or donation of a share in an LLC

This transaction takes place without increasing the authorized capital, but its significant disadvantage is the high cost, which amounts to 30,000 rub.(paid to the notary), registration period - 1 Week.

You may be thinking - what to do now?

Such an expensive procedure is CHEAPER BUT EQUALLY RELIABLE ALTERNATIVE:

Entry of a new participant through an increase in the authorized capital, cost - 5,000 rub., registration period - 1 Week.

When introducing a new participant by increasing the authorized capital, The authorized capital of an LLC can be increased by any amount, at least for 200 rubles.

Confirmation of payment of the contribution to the authorized capital can serve as:

  • 1 Receipt for payment of the contribution to the authorized capital to the cash desk of the Company;
  • 2 Certificate from the bank.

Due to saving money, the vast majority of our clients choose the option of entering a participant through an increase in the authorized capital.

There are no other ways to introduce new members to an LLC.

The service of introducing a new participant into an LLC is carried out “ Full construction».


To provide the service, visiting our company office is not necessary.

It is enough to send scanned copies of an extract from the Unified State Register of Legal Entities, the Charter and passport data of the founders of the Company (including the new participant) by email.

It is possible to enter a new LLC participant WITHOUT visiting the Federal Tax Service No. 46. Documents will be submitted to the tax office:

  • 1 Through digital signature;
  • 2 By proxy.

Entry of a new participant into the Company without increasing the authorized capital

In this section we will talk about introducing a new participant into the LLC. The desire to save on registering changes when introducing a new participant forces us to look for ways to introduce a new participant without increasing the authorized capital and without a notary. The possibility of introducing a new participant without increasing the authorized capital exists. The registration period for changes in the composition of founders is 1 week.

However, without increasing the authorized capital, it is possible to introduce a new participant only in the case of a notarial transaction. This transaction may be a gift agreement or a purchase and sale agreement of a share in an LLC. The disadvantage of a notary entry transaction is the cost.

The minimum fee charged by Moscow notaries for introducing a participant without increasing the authorized capital is 30,000 rubles.

How to introduce a new participant into an LLC without a notary

For the purpose of saving money, there is a way to introduce a new participant into the LLC by contributing a share to the authorized capital of the Company.

The cost of making changes is significantly reduced:

The price of legal services for changing the composition of participants, increasing the authorized capital and changing the shares of previous founders - 5,000 rubles.

Additional charges:

  • 1 State fee for registration of changes in the Charter (the size of the authorized capital changes) - 800 rubles.
  • 2 1,300 rubles - the cost of notary services for notarization of the applicant’s signature.

The deadline for introducing a new participant into an LLC without a notarial transaction is 7 days.

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

Entering a new participant into 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 a purchase/donation.

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

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

  • send an application addressed to the general director of the company, indicating the size of the share claimed by the future founder and the amount of money that he will contribute to the management company;
  • hold a meeting of the company’s founders and draw up its minutes (with the signatures of those present), this document will confirm the decision to introduce a new participant into the LLC;
  • develop a new charter or create a list of amendments to the current charter;
  • submit documents to the registration authority (IFTS).

When submitting an application to the tax office for a new participant to join the LLC (with an increase in the authorized capital), you will need documentary evidence of payment of the share.

How to introduce a new participant into 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 capital is carried out as follows:

  • the application addressed to the general director indicates the grounds for the new founder to join the organization (documentary confirmation of the act of purchase and sale of the share or its transfer by inheritance is required);
  • a general meeting of founders is held;
  • An application is submitted to the Federal Tax Service.

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

Registration of a new LLC participant

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

  • charter;
  • minutes of the meeting of all participants;
  • receipt of funds deposited into the company's account;
  • statement from the future founder;
  • receipt of payment of state duty.

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

It will be discussed what documents need to be prepared for submission to the registration authority and how to prepare these documents.

Introducing the founder of the company through increasing the authorized capital of the company is a fairly popular method, due to the fact that there is no need to have the share purchase and sale agreement certified by a notary, which is much cheaper than simply selling part of the share by the existing participant to a new participant.

Once again the essence of the procedure: we introduce a new participant into the membership of the company by making an additional contribution by the new participant and accordingly increase the authorized capital.

To carry out this procedure, you must fill out an application form P13001 – Application for state registration of changes made 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 contributions from third parties accepted into the company is described in the Law of 02/08/1998 N 14-FZ (as amended on 05/05/2014) “On Limited Liability Companies” Art. 19

Please note that by law, to increase the authorized capital of a company, at the expense of contributions from company participants 2/3 votes are sufficient (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 necessary.

The company's charter must not prohibit the admission of third parties to the company. If this is not possible, changes must be made to the charter.

Procedure and preparation of documents.

A new participant writes an application to join the society: “…..the application of the third party must indicate the size and composition of the contribution, the procedure and period for its payment, as well as the size of the share that the company participant or third party would like to have in the authorized capital of the company. 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

Based on this statement, the participants make a decision, which is documented in the minutes of the general meeting of participants; the new participant must be present at the general meeting of participants.

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

1. Admission of a New Participant to the Company's Membership.

2. Increasing 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 among the participants of the Company.

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

5. Appointment of a person responsible for registering adopted changes in all state authorities without exception. 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 present at its adoption.

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

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

Payment for a share of the company's authorized capital, as a rule, is paid immediately and a cash receipt order or a receipt for the transfer of funds to a bank account is sent to the Federal Tax Service. Although, the law provides for a six-month payment period for the share of the authorized capital.

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

Form P13001 Application for state registration of changes made to the constituent documents of a legal entity.

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

Title page - We just fill out the TIN, OGRN and full name.

Sheet B – Information on the amount of authorized capital, because We are increasing, we are writing the amount of the authorized capital taking into account the contribution of the new participant. P.2 Type of change – Increase in authorized capital.

Sheet E – Information about the participant– an individual. For a new member.

Clause 1 Reason for making changes – 1 Entering information about a new participant

We start filling out from point 3

Sheet E of the Application, page 2

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

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

Item 1 value 3 - making changes to information about the participant.

P. 4 Share in the authorized capital: We write down the nominal value and the size of the share that remains after accepting a third party as a participant. In our case, the old participant retains 50% of the authorized capital with a nominal value of 10,000 rubles.

Sheet M – Information about the applicant. We fill out all fields of the form according to the applicant’s information.

Total set of documents for transfer to the Federal Tax Service:

1. An application from a third party for acceptance into the company;

2. Minutes of the general meeting of company participants;

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 making an additional contribution in cash;

5. Receipt for payment of state. duties.

instructions

In this material you will learn how you can independently and quickly carry out the procedure for entering a participant into an LLC.

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According to current legislation, as the LLC operates, the list of its participants may change. In this case, their number can either decrease or, conversely, increase when a participant enters. Such a participant can be either an individual or a legal entity.

Using this article as a step-by-step instruction, you can enter a participant into an LLC. In this case, the main options for carrying out this procedure are:

  • After going through all the steps of the procedure, perform it yourself. Of course, this is the most profitable option, since it will entail the lowest costs in the amount of 2500-00 rubles. They will consist of payment of the state fee for the entry of the participant in 800-00 rubles, the fee for obtaining a certified copy of the charter in 400-00 rubles, as well as notary services from 1300-00 rubles. However, its implementation will require a large amount of time and effort from the performer.
  • You can use our service for filling out documents. This will allow you to receive, after 15 minutes, a fully prepared package of appropriately executed documents necessary for the procedure. All you have to do is take them to the tax office.

So, if you have decided on the option and decided to enter the participant into the LLC yourself, then get ready to go through the following steps, strictly following these instructions.

STEPS OF ENTRANCE OF A PARTICIPANT INTO LLC

Step 1. Application for entry of a participant into the LLC

In order to accept a new participant into the LLC, the law provided for two possible ways: through the sale of a share in the management company to him, or by contributing a share to him in the management company.

Entry of a participant into an LLC through the sale of a share in the authorized capital

In this case, significant expenses will be required first of all. They will be used for notarization of the purchase and sale agreement and often exceed the entire property of the LLC. Also, funds will be required for the notary to send documents to the tax office, since during a sale or purchase the notary himself is obliged to send the documents to the tax office and notify the company about this. The notary will require the consent of the spouse and the guardianship authorities (if the share (its part) belongs to a minor). This can significantly increase the time it takes for a participant to enter through the purchase and sale of a share.

Entry of a participant into an LLC through the new participant contributing a share in the authorized capital

In this case, the procedure will not need to be certified by a notary. However, this option will entail changes in the existing proportions of shares, and therefore a decision on it must be approved by 100% of the participants, unless otherwise specified in the charter. This is a simpler method and is perfect if the new member is a private investor.

If you have chosen the method of entry of a participant through an increase in the company’s capital, then this participant must write a corresponding application, completing it in free form. It should indicate the amount of funds he contributes to the management company, their form (monetary or property), as well as the size of the share that he wishes to receive in the management company.

The application can be delivered to the LLC personally to the applicant or by mail.

Having received such a statement, the LLC participants must make an appropriate decision. If the LLC has a single founder, then he makes the “Decision of the sole founder on the entry of a participant into the LLC.”

If there are more participants, they should hold a meeting and, based on its results, draw up the “Minutes of the General Meeting of Founders.”

Each of the above documents must contain the following provisions:

  • on the admission of a third party to the LLC;
  • on increasing the authorized capital at the expense of the new participant;
  • indication of the procedure and terms for depositing funds;
  • new distribution of sizes and nominal values ​​of shares;
  • approval of the new edition of the company's charter.

Thus, after receiving a positive decision from the LLC and drawing up the corresponding “decision” or “protocol,” changes should be made to the charter of the LLC, since there will be a change in the shares of participants in the management company. To do this, you need to go through the next step.

The period for making the contribution is indicated in the decision, but it cannot be more than 6 months. Documents must be submitted to the tax company within 1 month from the moment the third party makes an additional contribution.

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Step 2. Documents for a participant to enter the LLC

1. If a participant enters the LLC through his contribution of a share in the management company, then the following documents will need to be drawn up:

  • statement P13001 certified by a notary. It is signed by the gene. director, whose signature must be certified by a notary;
  • decision of the sole founder or minutes of the general meeting;
  • sheet of changes or new edition of the charter (2 copies);
  • a receipt for payment of the state duty signed by the General Director. She signs in blue ink. It indicates the date of payment;
  • application of a new participant on his acceptance into the LLC;
  • document (bank) about 100% payment of the deposit to the management company by the new participant. If the contribution was made in kind, then the appraiser's report.

2. If the participant’s entry passes through the sale of a share in the management company, then in this case the following sets of documents should be prepared depending on the method of transaction.

List of documents for notarial support of a purchase and sale transaction:

  • agreements for the sale and purchase of shares of participants in the management company of the LLC;
  • participants' offers;
  • waivers of the pre-emptive right to purchase a share by the participants and the LLC itself, if the acquisition of the share by the company is provided for by the charter.

It is important that all sellers and buyers need to be with a notary when certifying this transaction.

The notary will also need the following documents:

  • completed application P14001, which contains the data of the buyer and seller;
  • extract from the list of LLC participants;
  • charter of the company;
  • agreement on the establishment of a company, the decision of the sole founder on the creation of a company (in case of alienation of a share by the founder of the company);
  • an extract from the Unified State Register of Legal Entities containing information about the person’s share of the company (no later than 5 days);
  • a document confirming that a person owns a share of the company (founding agreement; a notarized agreement on the acquisition of a share; a document expressing the content of a transaction on the acquisition of a share, completed in simple written form; a certificate of inheritance; a certificate of ownership of a share in the common property of the spouses and etc.);
  • a company document confirming payment of the share by the person alienating it;
  • a company document confirming compliance with the rules for using the preemptive right to purchase a company share established by federal law and the company’s charter;
  • passport;
  • notarized consent of the spouse to the alienation of the company's share or a marriage contract, or confirmation that the share was paid during the period when the participant was not married, or a statement about the absence of a registered marriage;
  • other documents necessary to complete a transaction in accordance with the law, arising from the essence of a specific transaction.

If the seller and/or buyer of the share is a legal entity, then the following documents will be required:

  • certificate of the company signed by the sole executive body (SEO) and ch. accountant that this transaction is not major for the company and there is no interest in its completion. If the share is 25% or more of the value of the legal entity’s property. persons, then a protocol on the approval of a major transaction (interested party transaction);
  • confirmation of the authority of the head of the legal entity. person or a certified power of attorney for his representative;
  • current charter;
  • certificate of making an entry in the Unified State Register of Legal Entities containing information about persons who were registered before 01/07/2002 (if any);
  • state certificate legal registration persons (OGRN), INN.

Collected and properly executed documents should be submitted to the tax office. If a participant enters the LLC through the sale of a share in the management company, all documents will be required to be submitted by a notary.

Step 3. Submission of documents

You can submit in any of the following ways:

  • The documents are brought to the tax office personally by the gene. director of LLC. This can also be done by a representative who has a notarized power of attorney from the general. director, allowing this event to take place. This method is the most reliable and fastest. If the documents are in order, you will receive in return a receipt from the tax office employee, which will list the documents submitted. We recommend that you carefully check the information on the number of sheets indicated in it, as well as the information about the applicant and the LLC.
  • Documents can be converted into electronic form and sent to the website of your Federal Tax Service. Despite the obvious convenience, this can only be done if you have a strengthened qualified digital signature (electronic signature). Also, a notary can perform this procedure for you if he is the owner of such an electronic signature, but only at your request for an additional fee.
  • Documents can be sent by registered mail with a list of attachments. Since this option directly depends on the delivery of Russian Post, it can take a considerable period of time.

Step 4. Receiving documents

The tax inspectorate reviews the documents received from you and makes changes to the Unified State Register of Legal Entities within 5 working days (this period is allotted to it by law, but in practice it can be much longer). After this you will be given the following documents.

Step-by-step instructions for introducing a new participant into the founders of an LLC by increasing the authorized capital by making an additional contribution by a new participant in the company, the instructions have been updated and contain all the changes for 2019.

Introducing new participants into the LLC founders by contributing additional funds by increasing the Company's authorized capital is a simple and common method. The contribution can be paid in cash to the Company's cash desk or to a bank account. The registration procedure takes 5 working days from the date of submission of documents to the registering tax authority; a new member of the company assumes rights and obligations from the date of registration of changes with the tax authority.

This method allows you to attract partners or investors to your business as quickly as possible and at minimal cost. The minimum number of documents required to register changes, as well as the possibility of company members not being present at the notary when preparing documents, makes this method the most popular. Let's consider the procedure for adding a new founder to the LLC participants.

How to introduce a founder into an LLC step by step

First step: Preparation of documents

To register changes, you will need to prepare the following documents:

  • Application for acceptance of new members. A future member of the company must write an application addressed to the general director about his acceptance as a member of the founders of the LLC. This statement must reflect the size of the share in percentages or fractions that the new participant wishes to have, as well as the amount that he will contribute to the authorized capital of the company by depositing it into the company's cash desk or into the organization's current account.
  • Minutes of an extraordinary general meeting of participants or a decision to increase the authorized capital. Simultaneously with the introduction of a new participant by increasing the authorized capital, it is possible to change or add types of activities, change the general director and change the legal address, therefore all upcoming changes must be reflected in the agenda of the protocol or decision. Please note that in 2019, the protocol and decision when increasing the authorized capital are subject to mandatory notarization.
  • Develop a new edition of the charter (2 copies) or create a list of changes to the current charter, 2 copies will also be required. The new edition or the list of changes will reflect the new amount of the authorized capital, as well as all the changes you decided to make. It is more difficult to develop a new version of the charter than to draw up a list of changes, but in the future the charter is easier to use than a list of changes.
  • Prepare and fill out an application according to form No. P13001. In the application, fill out the required sheets according to the planned changes.
  • Prepare a document certifying payment of the share of the authorized capital of the new founder. To pay for the capital, a bank certificate confirming payment for the capital, or a cash receipt order for depositing the capital into the company’s cash desk signed by the chief accountant and cashier, is suitable. Within 3 working days after payment of the Criminal Code, it is necessary to have the documents certified by a notary and submit for registration to the tax office
  • Receipt of payment of the state fee for registration of changes. The state fee for registration of changes made to constituent documents is 800 rubles. You can pay through a Sberbank branch, or at the tax office when submitting documents at the terminal, which will be faster and more convenient.

Second step: Certification of documents by a notary

Registration requires mandatory certification of documents by a notary; the presence of all participants in the company is required; the applicant is always the current general director of the company.

The notary will need to obtain a current extract from the Unified State Register of Legal Entities, no older than 10-15 days. Prepare all the documents described above, as well as take a complete set of constituent documents (certificate of state registration, registration, current charter, protocol or decision on the appointment of the general director, etc.)

The average cost of notary services is 1,700 rubles. for certification of the form, if an authorized person will submit and receive, then a notarized power of attorney and a copy of the right to submit and receive documents will be required + 2,400 rubles. for a power of attorney, notarization of a decision with an increase in the capital will cost you 1,500 rubles, if there are two or more participants in the company, then the average cost of certifying the protocol will be 8,500 rubles.

Third step: Submitting documents to the tax office

After the notary has certified the documents, they must be submitted for registration to the tax office. In Moscow, the role of the registering tax inspectorate is performed by Inspectorate No. 46, which is located at the address: Moscow, Pokhodny Proezd, building 3, building 2. (Tushino District).

If you have not paid the state fee in advance, you will need to pay it at the terminal, then receive a coupon in the electronic queue and submit the prepared documents to register the changes. Submitting documents yourself is not a quick process; be prepared to spend at least two to five hours in line.

To register changes, you must provide the following documents:

  • Application for acceptance of new participants;
  • Minutes of the extraordinary general meeting of participants, as well as a copy of the notarial certificate, if the company has 1 participant, then the decision to increase the authorized capital certified by a notary.
  • New edition of the charter (2 copies) or a sheet of changes to the current charter (2 copies);
  • Application in form No. Р13001, certified by a notary;
  • A certificate from the bank or a cash receipt order certifying payment of the share of the authorized capital of the new founder;
  • Receipt for payment of state duty.