How to introduce another founder

The composition of the founders of a limited liability company (LLC) may change, for example, in the case of the sale or transfer of a share of one of the participants to the inheritance. It may change when a third party has been accepted into the founders if it has contributed to the charter capital.

Instruction manual

1

To introduce another founder to the LLC, act in accordance with paragraph 2 of Art. 19 of the Federal Law of the Russian Federation of 08/08/1998 No. 14-ФЗ "On limited liability companies". It is required to hold a general meeting of participants in the company and to reflect in its protocol that a decision has been made to include a new person in the founders. The reason for this is his application with a request to accept him in the founders of the LLC on the basis of the purchase of a share, contribution to the charter capital or transfer of the share by inheritance. The decision to include a new member of the company in the founders should be made unanimously by all authorized persons.

2

At the meeting, however, a decision must be made on making the appropriate changes related to the adoption of a third party, determining its nominal share in the authorized capital, changing the amount of the authorized capital and the composition of the nominal shares of the remaining participants in the company. Record this decision in the minutes of the meeting.

3

The changes that have occurred must be registered in the constituent documents and the unified state register of legal entities. To do this, submit the following documents to the tax authority at the place of registration of the LLC: • copies of certificates of state registration of the LLC and tax registration, • extract from the Unified State Register of Legal Entities, • a copy of the charter and the memorandum of association, • a copy of the order on the appointment of the current director of the LLC indicating passport data, • passport data of a third party who joined the founders, • a certificate of distribution and the ratio of shares between the new composition of participants.

4

Write to the head of the Federal Tax Service an application for state registration of amendments to the constituent documents of a legal entity in the form No. Р13001, approved by the Decree of the Government of the Russian Federation of June 19, 2002. No. 439 (as amended on July 27, 2007), and attach the above documents to it. Within 5 working days from the date of application submission, all changes must be made to the Unified State Register of Legal Entities and you must be provided with an extract about this.

Federal Law "On Limited Liability Companies"