The current form p14001 in the year. Form P14001: sample filling when changing director

Modern tax practice is such that all information about legal entities and individual entrepreneurs is stored in special registers - the Unified State Register of Legal Entities and the Unified State Register of Individual Entrepreneurs.

In some cases, taxpayers need to make changes to them, for which there are special forms. P14001 is one of the forms that helps to complete a registry correction for organizations.

In what cases is this form required?

Form 14001 allows you to formalize changes in several directions at once. They have only one thing in common: they should not be related to changes in constituent documents. It is used in the following situations:

• upon withdrawal of a participant (founder) from the LLC and disposal of his shares;
• when buying or selling a share;
• donation of a share;
• its transfer by inheritance;
• when there is a change of director;
• when there is a change of founder;
• when changing OKVED;
• fixing errors in the registry.

Until recently, this list included changes in the passport details of the leader and participants. However, this is no longer necessary.

It is possible to combine several types of changes in one form. The exception is the correction of errors in the Unified State Register of Legal Entities. For this action you will have to submit a correction separately.

Who draws it up and signs it?

When making changes, applicants may be the following persons:

• Head of the organization;
• another person who has the right to act on behalf of this organization without a power of attorney;
• another person who has powers confirmed by law, as well as by a state or municipal body.

If the changes concern the transfer of part or all of the share, then relaxations are allowed and applicants can become:

• founder or simply participant of the organization;
• legal successor of the reorganized legal entity - a member of the company;
• notary or executor of a will.

If a separate organization appears as the participant mentioned above, then the applicants may be:

• the head of such an organization;
• another person who has the right to act without a power of attorney;
• an individual who has a power of attorney from this organization.

Where should it be submitted?

The completed form is submitted to the tax office with which the legal entity is registered, or to a multifunctional center, which then transfers the documents again to the inspectorate.

Form P14001 should be submitted to the registration authority in person or through a representative who has a notarized power of attorney from the organization.

When sent electronically, documents are scanned and certified by an electronic signature or by a notary.

If everything is done correctly, no later than 5 working days the applicant will receive a Unified State Register of Legal Entities entry sheet, which will reflect all registered changes. You can receive it in person, through a representative with a notarized power of attorney, or by email in a shipping container with a list of the contents.

How to fill out the form

The form must be filled out in printed capital letters only. Some abbreviations are very different from the generally accepted ones; periods are not placed after them. The tax office provides the complete form, but does not number the pages, as some sheets may not be required.

The structure of the document is as follows:

• Page 001:
  • Section 1 contains data about the legal entity that is in the Unified State Register of Legal Entities.
  • Section 2 – contains the reason for submitting the application. Here the value “1” is set if a correction is needed, and the value “2” if errors in the registry are corrected. In the latter case, in the fields provided for this, you must enter the OGRN or GRN, which were entered on the basis of an erroneous application.
• Sheet A filled out if changes are required to the name of the legal entity. Contains both the full (section 1) and abbreviated (section 2) name.
• Sheet B contains information about changes in the address at which the executive body of the legal entity, or a person acting without a power of attorney on its behalf, will be located.
  Abbreviations are allowed, but they are strictly defined by order of the Federal Tax Service. The village, for example, is designated as “D”, and the avenue as “PR-KT”. In the case of unique abbreviations of words such as “premises” or “room”, it is better to clarify them with the inspector. Otherwise you may get rejected.
• Sheet B has pages 1 to 4, but all of them are devoted exclusively to information about the Russian legal entity that is a member of the organization.
  • Value “1”—fill in sections 3 and 4, value “2”—section 2, value “3”—section 2, 3 (when correcting information about a participant) and 4 (when changing the size of a participant’s share).
  • Section 2 contains only current data from the Unified State Register of Legal Entities. Section 3 – the information that should be entered into this register. Section 4 – information about the ruble value of the share. The nominal value and the expression of the share as a fraction or percentage are indicated.
  • Section 5 contains information about the presence of a pledge of a share or part thereof, the holders of this pledge, as well as information about the notary in relation to the pledge agreement.
• Sheet G contains information about a foreign legal entity that is a member of the organization. The filling rules are the same.
  Nuances: the name is indicated in Russian transcription, the code of the country of origin must be present.
• Sheet D contains information about an individual who is a participant in a legal entity. All this information must correspond to what is already contained in the Unified State Register of Legal Entities.
• Sheet E reflects the participation of the municipal body, and Sheet J– mutual investment fund in the organization. Filled out in specific cases.
• Sheet Z serves to reflect the share in the authorized capital that belongs to the company itself. To be completed if the company decides to buy or sell its share.
• Sheet I intended for a JSC that changes and enters new data about the registry holder.
• Sheet K contains changes in information about an individual who is the sole executive body, as well as if his powers arise (terminate).
  In section 1 you must specify the following values:
  • obtaining new powers - “1” and the 3rd section is filled out;
  • termination of previous powers - “2” and the 2nd section is filled in;
  • change of information - “3” and the 2nd and 3rd sections are filled out.

  A nuance: in addition to personal data, in the 3rd section you must indicate your position and contact phone number.

• Sheet L is intended to reflect the correction of data about the management organization.
• Sheet M serves to reflect information about the manager.
• Sheet N intended for information about OKVED codes. The main code is mentioned on only one sheet.
  Section 1 contains those types that must be indicated in the Unified State Register of Legal Entities. Section 2 – those excluded from the register. In this case, field 2.1 is filled in if the main type of activity is excluded.
• Sheet O serves to reflect information about existing branches or representative offices and contains two pages. You can fill out multiple sheets.
• On Sheet P information about the amount of the authorized capital is entered if there is a need to correct an error. The exact data is indicated in the “size” column.
  If this sheet is filled out, then on the very first page of the form you must enter the value “2” and indicate the OGRN at which the error was made.
• Sheet P contains information about the individual who is assigned to act as an applicant. Wherein:
  • Section 1 contains values ​​corresponding to the status of this individual.
  • Section 2 – about the legal entity that commissioned to act as an applicant. It is filled out in all cases, except when the applicant is a notary or an ordinary individual.
  • In section 5 of Sheet P, the applicant confirms the accuracy of the information and determines the method of obtaining the final documents.
  • Section 6, which caps the form, is filled out by the notary.

  All data is taken from the identity card, TIN is required. The location in other sections is indicated according to the rules already mentioned.

When an LLC’s registration data changes, they are entered into the Unified State Register of Legal Entities. If the new information does not change the charter, within three days submit an application to the registration authority in form P14001.

How to fill out form P14001?

One statement can register several changes. You cannot correct errors and make changes at the same time - in this case, submit two applications.

General requirements for the preparation of form P14001

— Write letters, numbers, quotes and periods in the boxes.

— Use capital letters and black ink. When filling out on your computer, set the font to courier new 18 pt.

— Don’t put a carry sign. If a word ends in the last cell of a line, start the next line with a space.

— “Gather” the numbers around a dot or dash separating the whole and fractional parts.

If there is no fractional part, zeros are not needed.

— Fill in the series and passport number as follows: 11 11 123456.

— Do not include blank sheets of paper in your application. Number the completed ones in a row.

— Use single-sided printing.

Filling out sheets of form P14001

Indicate the OGRN of the entry being changed and the name of the LLC.

When changing the information in paragraph 2, put the number “1”; when correcting errors, put the number “2”.

• Sheet A Fill out “Information about the name of the legal entity” only if you are correcting an error in the Unified State Register of Legal Entities. Indicate here the correct name of the legal entity (full - required, abbreviated - if available).
• Sheet B“Information about the address (location) of the permanent executive body of a legal entity.”

Indicate the new or corrected legal address of the LLC.

• If the LLC indicated in the charter only a locality and changes the address within its boundaries, you can use form P14001.
• If a change of address requires a change in the charter, the algorithm is different.

This is how the head of Pineapples in Champagne LLC will fill out the form to correct an error in the address, and this is how it will be done when moving.

• Sheets B - F fill in if the information about the participants has changed or their composition has changed.

For each participant, fill out a separate sheet of the required type:

B - for Russian legal entities.

G - for foreign companies,

D - for individuals (citizens of the Russian Federation, foreign citizens and stateless persons),

E - for the Russian Federation, constituent entities of the Russian Federation and municipalities,

F - for mutual investment funds.

— If the director or participant of an LLC has changed their passport data, there is no need to submit form P14001: the Federal Tax Service receives the data from the Federal Migration Service and corrects the entry in the Unified State Register of Legal Entities within 5 days.

If you do not see new passport data in the latest extract from the Unified State Register of Legal Entities, submit a free-form application and a copy of the new passport to the registration authority.

— If a participant in an LLC sells a share in the authorized capital to third parties, he will be the applicant on sheet P. The notary formalizes the transaction and submits documents to the registration authority.

— If a participant leaves the LLC and the share goes to the company, notify the Federal Tax Service about this within a month.

1. If by the time the documents are submitted the share has been distributed, fill out a sheet for the withdrawn participant and a sheet for each person who received a piece of this share. For the retiree, fill out only the first page, and for the rest, indicate the new nominal value and the size of the share in the authorized capital. In sheet 3, reflect the transfer of the share to the company and its distribution among the participants.

​

Beatrice LLC ceased to be a participant in Pineapples in Champagne LLC. Its 30% share was distributed in proportion to the contribution to the authorized capital by the remaining participants - Fata Morgana LLC (with a 50% share) and Nikolay Stepanovich Gumilyov (with a 20% share). This is how they filled out the application.

2. If by the time the information is submitted, the LLC has not decided the fate of the share, you will have to register the changes twice: in the first application, fill out the sheet for the retired participant and on sheet 3 indicate that the share has transferred to the LLC. After the distribution or sale of the share, submit a second application. Fill out the sheets for the new owners and on sheet 3 reflect the transfer of the share.

The share of the withdrawing participant must be distributed among the others, sold or redeemed within a year.

• Sheet I In both cases, on sheet P, indicate the manager as the applicant.
• Do not fill out “Information about the holder of the joint stock company register” for an LLC. Sheets K, L or M

fill in when changing a manager or correcting an error in information about him:

K - for the director,

L - for the management company,

M - for the manager.

If you are making corrections to the Unified State Register of Legal Entities, put the number 3 in the “Reason for entering information” field, fill out section 2 according to the extract from the Unified State Register of Legal Entities, and fill out the remaining sections with new data.

Form No. P14001 is an application to enter changed information about a legal entity into the Unified State Register of Legal Entities. This application is filled out only in relation to information that does not change the content of the organization’s Charter. In this article we will look at how to fill out form P14001 when changing the director and provide a sample of it.

Application form No. Р14001

Application form P14001 was accepted by order of the Federal Tax Service of the Russian Federation dated January 25, 2012 No. ММВ-7-6/25. The form is quite voluminous - in addition to the title page, it includes 50 pages, but only those that reflect the changed information should be filled out.

In what cases is Form P14001 submitted:

• change of director,
• change of address, provided that it is not changed in the Articles of Association of the company,
• change of participation shares in the organization - withdrawal of a participant, sale or donation of a share, redistribution of shares between participants, etc.,
• entry of branches and representative offices specified in the Charter, but not included in the Unified State Register of Legal Entities,
• changing the OKVED code of the company, if they relate to the types of activities listed in its Charter.

Form P14001 is submitted not only in connection with changes, but also in order to correct errors found in a previously submitted application that distorted information in the Unified State Register of Legal Entities.

Procedure and form for changing the director

The director is the sole executive body acting on behalf and in the interests of the organization. The procedure for changing a director includes:

• holding a general meeting of participants with the preparation of a protocol on the change of director;
• dismissal of the director and then hiring of a new director;
• preparation of an application for a change of director (form 14001) - filling out and notarization;
• submitting an application form 14001 to the Federal Tax Service, within three days from the date of the decision, to make changes to the Unified State Register of Legal Entities. In this case, the inspection may, in addition to the form for changing the general director, request a decision of the general meeting on changing the director, an order on the appointment of a new director, etc.

Changes to the Unified State Register of Legal Entities are made within 5 working days after receipt of tax documents.

Change of director: form 14001 - which sheets should I fill out?

When submitting information for inclusion in the Unified State Register of Legal Entities, it is mandatory to fill out the title page of the application in form P14001 (change of director). What sheets should I fill out next?

Form 14001 is not submitted in full, but only in the part that reflects information about the manager. This is Sheet K, consisting of two pages, and includes information about an individual who can act on behalf of the company without a power of attorney. The details of both the old and new director are indicated here.

In addition, you need to fill out a four-page Sheet P “Information about the applicant.”

All completed pages are numbered consecutively; there is no need to submit blank sheets.

Who fills out Form 14001 when there is a change of director?

This question may naturally arise when filling out an application. Indeed, at the time of its submission to the Federal Tax Service, the powers of the previous director have already been terminated, and the new director has not yet been entered into the Unified State Register of Legal Entities, then who signs Form 14001 when changing the director?

In this situation, it must be taken into account that as soon as the general meeting decided to replace the director, his powers are terminated (this is determined by the Supreme Arbitration Court of the Russian Federation dated September 23, 2013 No. VAS-12966/13). Therefore, he no longer has the right to fill out and sign an application for a change of director, but the new director of the organization must do this.

Notarization of Form 14001 (Change of Director)

Regardless of whether the new director submits an application by appearing in person at the Federal Tax Service or not, his signature must be notarized. The notary certifies the authenticity of the signature in section 6 of page 4 of Sheet P of form P14001.

How to fill out P14001 when changing director

The requirements for filling out an application in form P14001 when changing the director (see sample below) are contained in Section VII of Appendix No. 20 to Order No. MMV-7-6/25 of the Federal Tax Service of the Russian Federation dated January 25, 2012.

The application can be filled out manually or using a computer program. When filling out by hand, black ink and capital letters are used.

Text fields are filled from left to right; words that do not fit on the line are moved to the next line without specifying a hyphen.

All pages must be numbered in a specially designated field, in the format “001”, “002”, etc.

It is not allowed to print the application on both sides of one sheet.

Title page

Section 1 of the title is filled out according to information about the organization available in the Unified State Register of Legal Entities.

In section 2, it is necessary to note the reason for submitting application P14001 for a change of director:

“1” – due to a change in information about the legal entity.

Sheet K of form 14: change of director

For each of the directors - old and new, you need to fill out a separate Sheet K.

For the old manager:

• in section 1 we indicate the reason: “2” - termination of authority;
• in section 2 we enter information about him, which is indicated in the Unified State Register of Legal Entities (full name, tax identification number);
• Section 3 is not completed.

For the new director:

• section 1: reason code “1” - assignment of authority;
• section 2 remains blank;
• in section 3 we enter all the information about the new director that is required (full name, date and place of birth, passport details, residential address, telephone).

Sheet R – information about the applicant

Section 1 of Sheet P indicates the code of the person who is the applicant. In the example of filling out form P14001 when changing the director, this person is the new head of the organization. Therefore, the value “01” should be indicated - the head of the permanent executive body.

Section 2 includes information about the organization: OGRN, TIN and full name.

Next, you should fill out section 4 of Sheet P - applicant’s data. Sample filling P14001 when changing the director contains the data of the new director of the company, essentially repeating the information included in section 3 of Sheet K.

In section 5 of Sheet P, the new director must confirm the accuracy of the changes being made and their compliance with current legislation. You should also select and indicate how the organization will receive documents confirming changes to the Unified State Register of Legal Entities:

• 1 – by the applicant personally,
• 2 – by the applicant or other person by proxy,
• 3 – by mail.

At the bottom, the new director puts his signature, the authenticity of which is certified by a notary in section 6 of Sheet R.

The new form p14001 is used to make changes to the Unified State Register of Legal Entities in 2017. In the article you can download a free form in Excel and fill out the form according to the instructions. Look at the sample filling in 2017 when changing the director, legal address and OKVED codes to quickly understand.

New application form p14001 in 2017: download the form

In 2017, to make changes to the Unified State Register of Legal Entities, you need to submit an application in form P14001, approved. by order of the Federal Tax Service of Russia dated January 25, 2012 No. ММВ-7-6/25@, as amended. Order of the Federal Tax Service of Russia dated May 25, 2016 No. ММВ-7-14/333@. The new form has not been approved specifically for 2017.

The changes are purely editorial in nature and are associated with the entry into force of the new directory of OKVED codes OK 029-2014 (NACE rev. 2). The legislator simply corrected the information about the old directory to the new one on the application sheets, where it was indicated in the footnotes. Therefore, its content has not changed. Download for free the new form P14001, valid in 2017? in Excel format using the link below.

When to submit an application on form P14001

An application in form P14001 is submitted to the tax office in the following cases:

1. When there is a change of general director;
2. When a participant leaves the company;
3. When changing the legal address of the company;
4. When changing (adding, deleting, changing) OKVED codes;
5. When buying and selling a share in a management company;
6. When inheriting a share in a management company;
7. To correct errors in the Unified State Register of Legal Entities made both through the fault of the company and the tax office;
8. When changing the passport details of participants.

Look at the convenient table below, which shows which application sheets need to be filled out in different cases. And then we provided examples of filling out the new form P14001 in 2017.

An application under R14001 is submitted only if, simultaneously with changes to the Unified State Register of Legal Entities, the company does not make changes to the charter. This is most relevant in situations with a change in OKVED and a change of legal address. If changes to the charter are required, then an application is submitted in form P13001. Those. When amending the charter, the company does not fill out form p14001.

Example. When exactly is a new form p14001 required?

The company decided to engage in a new type of activity. The OKVED code is not declared in the Unified State Register of Legal Entities for this type of activity. At the same time, the company’s charter contains a phrase stating that the company has the right to engage in any other type of activity not prohibited by the legislation of the Russian Federation.

If you have such a phrase, you should submit an application P14001 to add the OKVED code.

If such a phrase did not exist, then the company would have to submit an application on form P13001.

The company is changing its location. The old address is Moscow, Bolshaya Dmitrovka st., 32, the new address is Moscow, Pyatnitskaya st. D. 4. At the same time, the company’s charter states that the location of the company is Moscow

In this case, you need to submit a P14001 tax application. If the charter provided an address with a street name, then an application on form P13001 would be required.

Important! It is necessary to submit a package of documents not to the tax office at the place of registration of the company, but to the one that deals with the registration of companies. For example, in Moscow this is the 46th tax inspectorate. In addition, you can submit documents through the MFC, which will independently forward them to the tax office

Which sheets of form P14001 should be filled out in 2017

Statement P14001 contains many different sheets used for different situations. But you only need to fill out and submit to the tax office those sheets that contain information to change your data.

Which sheets must always be submitted?

Each case has its own sheet, but the Title Page of the application and Sheet P with data about the applicant are always required to be filled out.

How to know which sheets to submit

We have compiled a detailed, convenient table in which you can see which sheets need to be filled out in a given situation.

Table. What sheets to fill out in application P14001.

General Rules for Completing Form 14001 in 2017

The procedure for filling out the form is given in the order of the Federal Tax Service of Russia dated January 25, 2012 No. ММВ-7-6/25@. Here are the general rules:

1. You can fill it out manually (in capital letters, black ink) or on a computer (Courier New font, size 18);
2. Only sheets with information are served, blank sheets are not served;
3. Double-sided printing of the application is prohibited;
4. You can submit one application for several changes to the Unified State Register of Legal Entities. But to correct the error and make a change, you need to submit 2 applications.
5. The Title Page and Sheet R must be submitted.

Below we looked at samples of filling P14001 in the most popular cases.

New form 14001: sample filling 2017 when changing director

Now here is a sample filling How to fill out form p14001 when changing the director. When changing the manager, in application 14001 it is necessary to fill out the Title Page, Sheet K - in two copies for the old and new general directors and Sheet R. In this case, the applicant in Sheet P indicate the new general director. We showed this with a sample.

When filling out an application to the Federal Tax Service to change the manager in Sheet K to the old general director, in section 1, indicate the value “2” and then fill out only section 2 of Sheet K. Look below for an example of filling out Sheet K for the old general director of form P14001.

When filling out Sheet K for the new general director, in section 1, indicate the value “1” and then fill out section 3 of Sheet K. Look below for an example of filling out Sheet K for the new general director.

Download a complete sample of filling out the new form P14001 when changing the director from the link below. There you can also see detailed comments on filling out individual lines of the form.

Sample of filling out P14001 when changing or adding OKVED in 2017

Form p14001 when adding or changing OKVED in 2017 is used the same as for other changes in the register. When changing OKVED in application R14001, you must fill out the following sheets - title page, Sheet N, Sheet R.

We figured out which sheets to fill out. Now please note that there are 3 possible options for your actions and 3 options for filling out Sheet N. We have provided a sample of filling out for each situation.

Option #1. Adding additional OKVED

To add OKVED (additional type of activity), you must fill out section 1.2 of page 1 of Sheet N, indicating the new code there. Do not fill out the remaining sections of this Sheet.

Look below for a sample of filling out Sheet N when adding the OKVED code.

Option #2. Change of the main OKVED

When changing the main OKVED code, you must fill out section 1.1 of page 1 of Sheet N, indicating the old code, and section 1.1 of page 2 of Sheet N, indicating the new code. The remaining sections of Sheet N in the application to change the OKVED codes of the LLC are not filled out.

Look at a sample of filling out form p14001 Sheet N when changing the main OKVED code in 2017.

Option #3. Elimination of additional OKVED

To exclude the additional OKVED code from the Unified State Register of Legal Entities, fill out section 1.2 of page 2 of Sheet N. The remaining sections of Sheet N are not filled out.

See an example of filling out Sheet N with the additional exception of the OKVED code in 2017.

Important! Since January 1 of this year, all OKVED codes are contained in one document OKVED OK 029-2014 (NACE rev. 2).

When filling out an application to add OKVED for an LLC in 2017, you must use the codes provided for in this document.

If you need to change the main type of activity and at the same time add/exclude additional ones, then submit 1 application for all activities, filling out sections 1.1, 1.2 of pages 1 and 2 of Sheet H, depending on your goals.

Download below samples of filling out the new form P14001 in 2017 when changing OKVED in all the cases we have considered.

Sample of filling out form 14001: change of legal address

Now let’s figure out how to fill out form p14001 when changing the legal address and provide a visual example. When changing the legal address without making changes to the company's charter, you must submit an application to the tax office in the following composition - Title page, Sheet B and R.

Information about the new legal address is indicated in Sheet B. Please remember that to indicate streets, avenues, boulevards, etc. it is necessary to use abbreviations in accordance with Appendix No. 20 to the order of the Federal Tax Service of Russia dated January 25, 2012 No. ММВ-7-6/25@. You can download this application on the official website of the Federal Tax Service of Russia.

See below for a sample of filling out Sheet B of application P14001.

Download a sample form for changing the legal address of an LLC in 2017 in Excel from the link below.

When I worked as a registrar, I had to go to different notaries. And some of them calmly accepted the request “I need to certify the form.” And some said that the “uniform” is the soldiers’, be more specific. Therefore, there is a need to explain what a certain mysterious “form P14001” is. Everything is simple here - this is an application in form P14001 for state registration of changes with a legal entity, which are entered only in the Unified State Register of Legal Entities, without affecting the constituent documents. For constituent documents there is just an application in form P13001.

Withdrawal of a participant from the LLC, the share remains with the company

If this technique is provided for by the charter (and if there is more than one participant in the company), any participant can leave the LLC, with payment to him of the actual value of his share. The actual value of a participant’s share corresponds to part of the value of the company’s net assets, proportional to the size of his share (Clause 2 of Article 14 of the Federal Law “On LLC” No. 14-FZ, hereinafter referred to as 14-FZ). If the LLC's net assets are negative, the actual value of the share is not paid to the participant. True, then the company also needs to be liquidated.

The participant's withdrawal application must be certified by a notary. Moreover, according to the latest manual, the notary must request the charter of this LLC from this participant. This means that in the event of a corporate conflict, or other reasons why the charter is not available to the participant, he will have to independently order it from any territorial Federal Tax Service, similar to an extract from the Unified State Register of Legal Entities.

The application of a participant who wishes to leave the company is received by the sole executive body of this company (in other words, the director, the one in the Unified State Register of Legal Entities, not executive, not financial, not anything else). After this, the participant is considered to have left the company, he must pay the actual value of his share within 3 months from the date of receipt of the application for withdrawal. The charter may provide for a different period.

And the company, represented by its director, remains obliged to register all changes in the Unified State Register of Legal Entities. The following is submitted to the registering tax office:

• Application form P14001, fill out the following sheets:
• Page 001, information about the legal entity.
• Sheet D, if an individual is leaving, and B or D - if a Russian or foreign legal entity is leaving. face)
• Sheet Z, information about the share that was transferred to the company.
• Sheet P, information about the applicant (director, manager or management company, depending on who you have at the moment).
• A notarized statement from the withdrawing participant.

These documents should be submitted within a month from the date of transfer of the share to the company.

You should not use this action in the following cases:

1. Exit "retroactively". This means registration of the participant’s withdrawal before January 1, 2016, without notarization of his application. Now such a “sudden discovery” of the participant’s will threatens to check the company for the reliability of information about it in the Unified State Register of Legal Entities (based on Federal Tax Service Order No. ММВ-7-14/72@ dated February 11, 2016).
2. Payment to the participant is not the actual, but the nominal value of his share. In some cases, the participant is paid the nominal value of his share, and according to accounting, everything is generally carried out as a sale of the share. There is a certain probability that during verification these facts may be revealed, which, theoretically, threatens liability under Art. 14.25 Code of Administrative Offenses of the Russian Federation.

Withdrawal of a participant from the LLC and distribution of his share

As in the previous paragraph, this possibility must be provided for in the charter. By the way, it is worth adding that a participant’s withdrawal occurs for various reasons. Eg:

• Paragraph 2 hours 2 tbsp. 23, 129-FZ: when voting at a general meeting of participants on increasing the authorized capital or approving a major transaction, if a participant votes against (or does not come to the meeting at all), the company is obliged to pay him the actual value of his share, and “release” him from the company " The deadline for submitting a claim by the participant is 45 days from the date of the decision. The period for satisfying his demand is 3 months, unless a different period is provided for in the charter.
• The participant is expelled from the society through the court. For example, due to failure to attend meetings, thereby blocking the work of the society.
• Simply the exit of the participant from the business. In fact, it was actively used until January 1, 2016, until mandatory notarization of the application for withdrawal was introduced. Allowed you to remove a participant without his actual presence.

Read also: What responsibility does the founder of an LLC bear in 2019?

The entire operation almost completely copies the previous paragraph: the application for withdrawal is certified by a notary, an application is submitted in form P14001, but there are a number of differences, since the share does not remain the property of the company, but is distributed among the participants.

The following documents are submitted:

• Application in form P14001, the same sheets are filled out as in the previous case, in sheet 3, in the information about the value of the share remaining with the company after distribution, we put zero.
• Statement of a participant who left the LLC, notarized.
• The decision of the meeting of participants, or the sole participant, on the distribution of the share belonging to the company as a result of the withdrawal of the participant. It is necessary to indicate to whom and in what proportions this share is distributed.

The applicant is also the sole executive body.

Distribution of shares owned by the company

You can distribute the share and register it either simultaneously with the registration of the participant’s withdrawal, or later, as a separate action. It is necessary to decide what to do with the share owned by the company within a year from the moment the share is transferred to the company. In this case, the following documents are submitted:

• Application on form P14001, pay attention to the previously mentioned zero in sheet Z.
• Protocol/decision on distribution of shares.

It is important to take into account that the share owned by the company does not participate in voting at meetings of participants. If the share is not distributed within a year, it should be repaid with a subsequent reduction in the authorized capital (Part 2 of Article 24, 14-FZ). However, reducing the authorized capital for most LLCs is fraught with liquidation, since many have a standard size - 10 thousand rubles.

Some successfully miss the annual deadline for distributing the share, and distribute it “retroactively” so as not to get involved in reducing the authorized capital. There is a risk of being fined under Art. 14.25 of the Code of Administrative Offences, however this happens extremely rarely.

Purchase and sale of shares

Since January 1, 2016, almost any transaction for the purchase and sale of a share in an LLC is subject to mandatory notarization (Part 11, Article 21, 14-FZ). An exception is the sale of a share owned by the company in accordance with Art. 24, 14-FZ. But in this case, you first need to apply the participant’s exit, and then sell, and it is advisable to do this when selling a share to a third party. And it is more logical to apply the distribution of shares between the participants.

However, despite the high cost of notarized purchase and sale, this method has some advantages:

1. Speed ​​of the procedure. If your task is to change the participant in the LLC, make the purchase and sale faster. It only takes one step, and the notary is required to submit documents to the registration authority.
2. Moment of share transfer. If a participant leaves, the share passes to the company at the time the director of the company receives the application. When selling - at the time of registration in the Unified State Register of Legal Entities. In case of any controversial issues, the starting point in the form of an entry in the Unified State Register of Legal Entities looks more reliable than receiving/non-receiving a letter.
3. The ability for the sole participant to “exit” from the LLC. There is a deliberate inaccuracy here in the form of the word “exit” - simply the only participant sells his share to a third party.
4. The value of a share upon sale can be determined either by its nominal value or by its actual value. With shares worth millions of rubles in companies with a turnover of tens of millions, this is significant. But the cost of the transaction also increases with a high share price.

When selling a share, the preemptive right of other participants and the company itself to purchase this share must be respected.

The preemptive right is established by the charter of the LLC; changes to these provisions are possible only by a unanimous decision of the GSM.

• The following must be submitted to the registration authority:
• P14001, fill out page 001, sheets V/G/D, sheet R.

Share purchase and sale agreement.

The applicant to the tax office is a notary himself. If the seller of the share is married, he must provide the notary with the consent of his spouse to complete such a transaction.

Donation of a share

Donation is another way to alienate a share. At its core, this is a bilateral transaction, the conclusion of which requires the will and consent of the two parties to the contract - the donor and the donee. In other words, the same purchase and sale, only free of charge. Which imposes some special features: only individuals can be parties. Commercial organizations that may also be participants in an LLC cannot participate in the donation.

The documents submitted to the registration authority are the same as in the previous paragraph. In P14001, due to the specific nature of the donation, sheets C or D will not be used (they are about legal entities). When donating a share, do not forget about the tax consequences - if the donation is not between immediate relatives, then the donee will have taxable income with the obligation to pay personal income tax of 13%.

Inheritance of a share

When inheriting a share in an LLC, after the heirs receive a certificate from a notary, they need to complete a number of formalities for joining the LLC as new participants.

First, you need to check what is stated in the charter. Is the consent of other participants required for the heirs of a deceased participant to join the company? If necessary, this consent will have to be obtained. If consent is not obtained - and this is possible - then the heirs have the right to receive the actual value of the deceased's share, and the share itself will pass to the company. At the registration authority, everything will be drawn up in a similar manner to the clause on the transfer of a share to the company and on the distribution of such a share.

If the consent of other participants is received, then the heirs sign an application in form P14001 and join the company as new participants.

If the heirs do not plan their participation in the company, then it is most profitable for the company to first accept them and then buy out their shares at a nominal price. This is especially true in cases where the authorized capital is formed by real estate or other property that is extremely necessary for the company to carry out business activities. The only question is whether it will be possible to reach an agreement with the heirs.