How to get a share in the LLC

You can become a member of an existing limited liability company (LLC), including by acquiring a share in the authorized capital. This procedure is regulated by the Federal Law "On Limited Liability Companies" (hereinafter referred to as the Law) and Art. 93 of the Civil Code of the Russian Federation. You need to legally competently issue a share in the LLC so that subsequently this transaction is not recognized as null and void.

Instruction manual

1

Carefully study the charter of the LLC, in accordance with the provisions of which the transfer of the share or its part can be carried out. The charters of some companies generally prohibit the assignment of a share to third parties and impose restrictions and conditions in the event of its transfer to another LLC participant. Read the additional terms of this procedure set forth in the Charter.

2

Please note that you bear the rights and obligations of a member of the company only after you notify the other members of the LLC of the transaction of sale of the share. In accordance with para. 2 p. 6 Article 21 of the Law, they must be notified of it in writing with the presentation of documentary evidence - an agreement on the assignment of shares. Up to this point, you have no legal right to participate in the activities of the company and its management, distribution of profits, etc., and your actions may be invalidated.

3

The seller of the share is obliged to notify the participants of the company of his intention to sell the share, since they or the company itself enjoy the preemptive right to such a transaction. Such a notice must also be in writing and sent to all participants of the LLC. The notice shall indicate the value and cost of the assigned share. You can acquire it as a third party only after a month from the moment of sending the notice in the event that none of the participants in the LLC or the company itself has expressed a desire to redeem this share.

4

When registering a share in the LLC, the seller is also required to provide the notarized consent of his spouse indicating that he has no objection to the sale. This is a prerequisite for the case when the property was acquired during the years of marriage and is joint property. If the seller’s share was inherited or donated to him, such consent is not necessary.

5

In the event that a legal entity acts on the side of the buyer or seller, the decision to buy or sell should be made at a general meeting. Accordingly, the protocol of such a meeting should be included in the package of documents confirming the legitimacy of the transaction.

6

You should know that the share of the participant can be alienated only in that part in which it is paid. Sometimes sellers assign it without making full payment. Such a transaction will be declared null and void by any court in accordance with Art. 167 and 168 of the Civil Code of the Russian Federation. When concluding the contract, do not forget to ask the seller for evidence that the share was paid in full.

Federal Law "On Limited Liability Companies"