How to introduce a new founder

In the process of activity of an enterprise or company, the form of ownership of which is a limited liability company, the question of changing the composition of the founders may arise due to the need to introduce a new person. A change in the composition of the founders should be duly executed with appropriate adjustments to the State Register of Legal Entities (USRLE).

Instruction manual

1

According to the law, a change in the composition of participants and the introduction of a new member into the founders can occur if one of the old participants cedes or sells his share in the authorized capital or this share is inherited, unless otherwise provided by the Charter of the Company. It may also happen that a new legal or natural person expresses a desire to join the company with his contribution to the authorized capital. The new participant must write a request to accept him as a member of the founders of the Company, indicating the desired share in the authorized capital. He must also indicate the size of the contribution.

2

The decision to introduce a new founder is taken at a general meeting of participants. If the new founder does not inherit and does not buy a share, but enters into the composition with his contribution, the general meeting must also decide on an increase in the authorized capital.

3

Current changes should be reflected in the list of participants in the company, information on all participants (founders) of the company is entered into it with an indication of their shares in the authorized capital.

4

In accordance with the Federal Law of 08.12.1998 No. 14-ФЗ "On Limited Liability Companies", an authorized person or person performing the functions of the sole executive body is obliged to ensure that this information is consistent with what was entered into the Unified State Register of Legal Entities. Therefore, the relevant documents must be submitted to the tax authority at the place of registration of the Company to make these changes.

5

Previously, a package of documents must be certified by a notary. It includes copies of the following documents: a charter with a new list of members of the company (a memorandum of association is not a constituent document), a certificate of entry into the Unified State Register of Legal Entities, and a certificate of tax registration. An extract from the register is provided in the original.

note

According to the legislation, all changes made must be made and registered within a three-day period; violation thereof is punishable by administrative responsibility.