Agreement of donation of securities. Required package of documents

Share gift agreement between relatives can be implemented by any shareholder. Individuals become participants in companies by purchasing their shares. The legislation provides various options acquisitions shares companies.

In practice, very often between persons enter into transactions such as purchase and sale or agreement donations. At the same time, shares are sold, as a rule, to third parties, and they are given as gifts to relatives. What features does it have? agreement donations shares to his relative and how can you conclude it? Let's discuss these issues with an example Company.

Opportunity

If you are a shareholder Company and want to give shares to your relative, then first of all you should pay attention to legislative regulation and the company's articles of association. In particular, the legislation makes it possible to alienate your shares to a third party, including a relative. In this case, both paid and gratuitous alienation is possible. shares Company, i.e. it is possible to conclude both a purchase and sale transaction and a donation between shareholder and new owner of shares.

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But the peculiarity Company is that the company’s shares must be held by a certain circle of people, and can be distributed accordingly between specific people, i.e. companies of a similar organizational and legal form are non-public organizations. Accordingly, alienation shares such organizations are associated with the preservation a certain order, provided for by law or the articles of association of the company. Of course, the shareholder’s right to alienate his shares ( including the right to conclude agreement donation) no one canceled, no implementation this right may be associated with the implementation of a certain list of actions.

Pre-emptive right and consent of shareholders

The legislation allows shareholders Company acquire alienable to a third party stock. This opportunity is their pre-emptive right. But shareholders can use it if such a right is provided for in the charter Company.

Many people mistakenly believe that preemptive right acquisitions shares Company also applies in cases where it is concluded agreement donations. In fact, shareholders are given such an opportunity only in the event of alienation shares on a reimbursable basis. Accordingly, if it is agreement donations, shareholders are not given such an opportunity.

But the company's charter may provide for the need to obtain their written consent. This means that even when donating shares third face or your relative needs to obtain similar consent. If this order the conclusion of the transaction was not saved, then a dispute may arise in the future between shareholders, and they can apply to the court to declare the transaction invalid.

That's why the charter Company needs to be addressed Special attention upon alienation shares to a third party.

Form

Civil legislation provides a certain form for each transaction, including for the contract donations. In this case, it is possible to conclude an agreement donations movable property between individuals V orally. Written form is provided only for those transactions in which:

1. the donor of movable property is a legal entity and the value of this property exceeds 3000 rubles;
2. contains a promise to donate the item in the future.

From the above we can conclude that, in fact, agreement donations shares can be concluded orally. But in this case, in practice, problems may arise during registration of this agreement. Some problems may also arise with the tax authorities. That is why agreement donations shares to a third party, it is better to enter into writing.

Many also prefer to have contracts certified donations shares to a third party at a notary. Many notaries even have sample of this agreement. But this is not required legislative condition. Wherein sample You can also easily find this agreement on the Internet, fill in all the necessary data and conclude it in simple written form.

Is a gift agreement subject to registration?

Many people are interested in the question of whether it is necessary to register agreement donations shares Company to a third party. In fact, the legislation on Company provides for the mandatory maintenance of a register of shareholders. Moreover, if until 2014 a closed joint-stock company could independently maintain a register of shareholders, today this is done by special companies that have received the appropriate permission.

The register of shareholders contains personal information about each shareholder and the size of his share in authorized capital COMPANY. If there is a change in the owner of shares in a closed joint-stock company, then changes must be made to the register of shareholders.

Accordingly, after the conclusion of the contract donations shares of a closed joint-stock company, a third party, including a relative, the registrar who maintains the register of shareholders of this closed joint-stock company, must submit an application to make appropriate changes to the register. Along with the application, the registrar must provide:

1. a copy of the passport of the new shareholder of the CJSC;
2. agreement donation of shares;
3. a power of attorney and a document confirming the identity of the representative, if the application was completed by a representative of the shareholder.

Based on the above documents, the registrar makes appropriate changes to the register of shareholders of the CJSC within 3 working days from the date of submission of the application.

Donation of shares and taxes

The issue related to taxes is of interest to everyone who intends to donate their shares to a closed joint stock company. tax code provides a list of the property the gift of which is subject to tax. CJSC shares are included in this list. At the same time, tax must be paid in cases where shares of a closed joint stock company are donated to a third party, i.e. to a person who is not a close relative of the donor. In this case new owner shares must fill tax return and pay the appropriate amount of taxes.

But if agreement donation is between loved ones relatives, in this case the donee is not responsible for paying taxes. But not all relatives are considered close. In accordance with current legislation loved ones relatives are considered:

1. parents and children;
2. grandparents and grandchildren;
3. brothers and sisters.

Accordingly, if you decide to give shares of a closed joint stock company to a person who is recognized as a close relative, then you do not need to think about taxes.

Document form " Approximate form agreement for the gift of shares" refers to the heading "Agreement for the gift of property, real estate, money." Save the link to the document in in social networks or download it to your computer.

donation of shares

_________________________________ "____"_________ 20___

(Name settlement)

Year of birth, passport series ____ N _________

(Full Name)

issued _____________________ ____________, department code ____________,

registered at the place of residence at the address: __________________,

hereinafter referred to as the "Donor", on the one hand and

Year of birth, passport series ____

(Full Name)

N ________, issued by _____________________________________, ________________

(name of the authority that issued the passport) (date of issue)

department code _________, registered at the place of residence at

address: __________________________, hereinafter referred to as the "Done", with

the other parties have entered into this agreement as follows:

1. The Subject of the Agreement

1.1. The Donor transfers to the Donee free of charge (as a gift), and

The donee accepts shares as a gift

Name of shares: ________________________________________________

Full name of the issuer: ________________________________________

The body that carried out the state registration of the issue

shares:__________________________________________________________________________

_________________________________________________________________________

Number state registration: _________________________________

Date of state registration:__________________________________________

Nominal cost: _____________________________________________

Number of shares: __________________________________________________

1.2. Specified in clause 1.1. of this agreement the shares belong to

To the donor on the right of ownership on the basis of ________________________,

(document confirming ownership)

which is confirmed by an Extract from the register of shareholders issued by "____"

Years holder of the register of shareholders __________________________

(indicate the full name of the registrar)____________________.

2. Disputes regarding the subject of the agreement. Encumbrances (rights of third parties)

2.1. The Donor informs the Donee, and the Donee accepts

Please note that at the time of concluding this agreement there are no shares

rights of third parties apply. Before concluding this agreement

These shares have not been sold to anyone, have not been pledged to anyone, and are not legally

transferred and not promised as a gift, in a dispute and under prohibition (arrest) not

3. Obligations of the parties

3.1. The Donor undertakes to transfer to the Donee, and the Donee undertakes

accept from the Donor the shares transferred under this agreement,

free from any property rights and claims of third parties.

3.2. The Donor and (or) the Donee undertake to contact

To make an entry in the register of shareholders

4. Procedure for registering the donation of shares. Transfer of ownership

4.1. Registration of the donation specified in clause 1.1. actual agreement

shares are issued in _____________________________________________________

(name of the registering organization of the registrar)

during _____________.

4.2. All expenses for registration of shares in the property of the Donee

bears ___________________________________________________________________.

Donor or Recipient

4.3. Ownership rights to those specified in clause 1.1. actual agreement

shares pass to the Donee from the moment the registrar makes a record of

transfer of ownership rights specified in clause 1.1. actual agreement

shares in the register of shareholders.

5. Final provisions

5.1. Genuine contract contains the entire scope of agreements between

parties in relation to the subject of this agreement, cancels and makes

null and void all other obligations or representations which

may have been accepted or made by the parties, whether orally or in writing

form, prior to the conclusion of this agreement.

5.2. Responsibility and rights of the parties not provided for herein

agreement, determined by law Russian Federation.

5.3. This agreement is drawn up and signed in triplicate,

having equal legal force, one of which is stored in the registry

shareholders from ________________________________, and the remaining two are transferred

(indicate the full name of the registrar)

The Donor and the Recipient.

5.4. All changes and additions to this agreement are its

integral part and are valid if they are made in

in writing and signed by each party.

6. Addresses, details and signatures of the parties

Donor Donee

_______________________________ _______________________________

_______________________________ _______________________________

Donor Donee

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How it is produced gift agreement shares between relatives (sample below)? Shares can be purchased or received as a gift.

Securities are usually transferred only between relatives by gift. But how is this procedure carried out?

What documents may be needed? And is such a transaction subject to taxes? We will consider all these questions in this article.

Documents for registration of the transaction

To transfer ownership of shares to another individual, it is necessary to collect a list of documents, which most often consists of:

• documents confirming the identity of the donor and the recipient;
• Full name and residential address of the parties to the transaction;
• identification codes of the parties to the agreement;
• certificate of ownership of securities that the donor intends to transfer free of charge to the donee;
• transfer order signed by the owner of securities ( this document must be certified by a notary or an appointed authorized person).

Please note: if a child is the donee, then his parents or guardian must give their written agreement for a deal (sample can be downloaded). To complete a transaction, the consent of the guardianship authorities is also required. In the event that the donor wishes to transfer securities that he acquired after his marriage, he is obliged to provide the consent of his wife/husband to complete the transaction (you can view and download approximate sample consent).

Gifting process

It is described in Art. 574. Civil Code of the Russian Federation and consists of the following stages:

1. Registration of the contract. Its subject is free transfer valuable papers from the donor to the recipient. After the agreement is signed by the parties to the transaction and the notary, it will enter into legal force.
2. Preparation of all necessary documents.
3. Filling out a form based on the recipient’s passport.
4. Registration of the new owner of shares in the register of shareholders.

It is important to know: a notary not only witnesses the conclusion of a transaction between the donor and the donee, but he can help with recovery in the event of the loss of a notarized document about the transaction.

Taxation

In 572 art. The Civil Code of the Russian Federation states that the donation of shares is a free transaction. The donor transfers them to the donee without any selfish goals, and therefore the law does not require him to pay a state fee.

At the same time, in Art. 217. The Tax Code of the Russian Federation states that the donor is obliged to fill out a tax return form 3-NDFL and submit it to territorial body tax service.

But since the gift agreement is signed between relatives, the person who becomes the new owner of the shares does not have to pay personal income tax.

Registration with the registrar

In order for the donee to become the full owner of the shares, the agreement on their transfer must be registered with the State Register of Shares.

The new owner receives from this body a certificate of state registration of ownership of new securities.

Based on the provided donation agreement (see sample donation of shares), the written consent of all participants in the transaction, as well as the pre-donation order, changes are made to the register in the data on the owners of the shares of the relevant companies.

Please note: in the event of the death of the donor or loss of legal capacity, partially or fully, the rights to own shares are not transferred to third parties (wife/husband, children, parents). But if the gift agreement stipulates that after the death or loss of legal capacity of the owner, the shares must be disposed of by someone from a relative, then the specified third party acquires the rights to own these securities.

Features of donating shares of a closed joint stock company between individuals

The peculiarity of donating shares in a closed joint stock company is that the shareholder, before selling the shares, must offer them to other shareholders, and then, if there is no desire to purchase them, offer them to outside buyers.

But sometimes the seller deliberately wants to introduce a person into the company in order to control the company, so he draws up a gift agreement. “Offended” shareholders have a chance to prove the fraud completed transaction. Despite the fact that the total is 3 years, to invalid transactions A longer period of 10 years applies. The same applies to LLCs.

Please note: the law prohibits gifts between commercial organizations.

If the parties to the transaction are not individual entrepreneurs, then according to the law, an agreement on the gratuitous transfer of ownership rights to securities qualifies as an agreement for the gift of shares between individuals.

If such an agreement is concluded between relatives, the donee does not have to pay income tax. The donee must present documents to the tax authority that confirm the relationship with the donor. You can find out more about which persons the law classifies as close relatives by reading paragraph 2. 18.1 clause 217 art. NK or in .

Size income tax is 13% of the value of securities. The value of the transferred securities is indicated in the gift agreement. However, the donor is prohibited from understating or overstating the value of the shares, since employees tax authority can easily check the real value of securities.

Ideally, documents should be prepared that justify the real price of the subject of the transaction. Such documents are attached to the tax return.

Watch an overview video about the donation transaction, including securities:

IN Lately in Russia everything larger number enterprises are joint stock companies. When an enterprise was created, the owners of the shares often became the employees of the enterprise. Since the development of the enterprise, dividends paid on shares have been growing. Many shareholders today note their profitability, and for some people it is a means of livelihood. In this article we'll talk about how their alienation, purchase and sale, donation and inheritance occur.

In accordance with Art. Art. 31, 32 Federal Law dated December 26, 1995 N 208-FZ “On Joint-Stock Companies”, a share is a security which, depending on its type, gives its owner the right to participate in the general meeting of shareholders with voting rights, the right to receive dividends, and in case of liquidation of the company - the right to receive parts of his property.

One of the ways to transfer rights is to conclude a purchase and sale agreement

In accordance with this, a share may be valuable not only for the person who acquired the shares as a result of their initial placement, but also for other persons who would like to receive the rights certified by it. The legislation on joint stock companies allows the transfer of ownership of shares in the process of economic turnover, and one of the ways to transfer the right is to conclude a purchase and sale agreement.
In practice, when concluding a share purchase and sale agreement, counterparties to such a transaction may encounter a number of problems.

Today, legal disputes regarding the purchase and sale of shares concern the following issues:

• essential terms of the share purchase and sale agreement
• conclusion preliminary agreement purchase and sale of shares
• purchase and sale by a company of shares placed by it
• agreements for the sale and purchase of shares with various specifics
• transfer order as a document confirming the completion of a share purchase and sale transaction
• transaction of purchase and sale of shares, executed in terms of payment, without making an entry on personal accounts
• application to the contract for the sale and purchase of uncertificated shares of the provisions of Art. 491 of the Civil Code of the Russian Federation on the retention of ownership rights by the seller
• the possibility of applying standards on poor quality of goods to a share purchase and sale agreement.

Donation of shares

After the transfer of shares, the new owner of the securities becomes a full shareholder

Donation of shares is their gratuitous transfer, according to mutual agreement parties . This is considered a transaction and must comply with the conditions established by applicable law. When gratuitous transfer shares, the new owner becomes a full shareholder, about which changes must be made to the register. A virtual legal consultation will help you resolve all the details when donating shares and correctly draw up a gift agreement.

In accordance with Art. 572 of the Civil Code of the Russian Federation, a gift agreement involves the transfer of property rights to securities or other property from one person to another for free of charge. After the transfer of shares, the new owner of the securities becomes a full shareholder, as stated in State Register changes are made in accordance with the established procedure.

Please note if the shares were purchased by the donor under compensated transactions during marriage, then they are common property spouses, therefore it is recommended to obtain the written consent of the second spouse to alienate this property.

The share donation agreement is registered with the holder of the share register, after which the rights to own the securities are completely transferred to the recipient.

How to transfer shares to a relative

Shares will be inherited by immediate family members

From the point of view of the law, securities are movable property. Like real estate, money, a car or any thing, you can sell or buy them, donate them, leave them as an inheritance and even transfer them to trust management. The only question is how to do this.

Stock - good tool personal accumulation pension fund" Unlike funds that are stored, for example, in the Pension Fund of Russia, they will be inherited by immediate relatives.
How to register an inheritance for shares?
An inheritance can be obtained by will or by law. In the first case, the property will be received by the person specified in the will. In the second - the closest relative.

After the death of a shareholder, the heir himself becomes a shareholder. This does not happen automatically:

• the heir turns to the notary;
• the notary receives an extract from the register of the shareholder's account, indicating the full name and last place accommodation;
• the notary requests information about market value shares (they are provided only if the securities are traded on the stock exchange);
• the registrar blocks the personal account of the deceased;
• the heir draws up a document confirming the right to the property of the deceased;
• the registrar opens a new personal account and transfers the shares to the heir's name.

If the heir is under 14 years old, his interests are represented by an official guardian (parent). If there are no heirs at all, the shares are transferred to the state.

On the other hand, if there are many heirs, the shares can be divided into shares. The new owners can dispose of these shares, including selling them to other heirs or, if they refuse, to third parties.

How to find out if a deceased person has shares?

It's simple: act through a notary. He will send requests to registrars, banks, tax office. Find out about shares and bank deposits the easiest way: here they “accumulate” information about income.

How to transfer shares to a relative?

Registration is possible if the shares are not issued to the stock exchange and are in your hands

Registration of inheritance requires a lot of time and expense (at a minimum, for the services of a lawyer), and it is much easier to transfer shares as part of a purchase and sale agreement or a gift. Executing a purchase and sale transaction is possible if the shares are not issued on the stock exchange and are in your hands. If you trade on the stock exchange, such a transaction will not be possible.

With a gift agreement, everything is a little simpler. But there may still be costs. In this case, the person receiving the property must pay tax (13%).

The exception is immediate relatives. You can gift shares to your son, daughter, or spouse tax-free.

How to transfer shares in trust to a relative?

Trust management may be required if you are unable to deal with securities, but for some reason cannot or do not want to sell them. Often the shares are managed by immediate family members. Based on the agreement, they can work with the broker on behalf of the owner, as well as sell and buy shares directly.

It is better to take care of transferring shares to future heirs in advance. At a minimum, notify your relatives that you have shares. In this case, the re-registration process will be easier and faster.

Will of shares

According to Art. 1119 Civil Code A testator in the Russian Federation has the right, at his own discretion, to bequeath property to any persons and to determine the shares of heirs in the inheritance in any way. The testator has the right to make a will containing an order regarding any property (Article 1120 of the Civil Code of the Russian Federation).

By virtue of Art. 1124 of the Civil Code of the Russian Federation, a will must be drawn up in writing and certified by a notary.

You must contact any notary

If elected this method To dispose of your shares, you must contact any notary in order to certify the will in your name. IN in this case ownership of the securities will pass to you at the time of opening of the inheritance, subject to its acceptance.

The second way is to conclude a gift agreement. Such an agreement must be concluded in writing.

The donation of securities, which include shares, has a number of specific features. One of them is that the purpose of donating shares is not the transfer of the security into ownership of another person.

For your information

The gift of shares is an agreement between two parties, according to which one person gratuitously transfers or undertakes to transfer to another person the ownership of the right of claim arising from the very concept of a security.

When donating shares, the right to receive profit from a joint stock company (OJSC, CJSC) in the form of dividends, as well as the right to participate in its management, is transferred from their owner to another person.

Another feature of shares is related to the fact that their donation concerns not only the persons - parties to the agreement, but also affects the interests of third parties.

• if the fund authorized capital the receiving organization consists of more than 50 percent of the contribution of the transferring organization;
• if a similar fund of the transferring organization consists of more than 50 percent of the contribution of the receiving organization.

In such cases, the courts do not apply the Civil Code, which prohibits gifts between commercial organizations, but apply tax legal relations that allow such transactions. Here it should be noted that gratuitously transferred shares will be recognized as income for tax purposes if, within one year after their receipt, the receiving party alienates them to third parties.

Legal entity engaged in commercial activities, has the right accept shares as a gift and from an individual, which is not registered as an individual entrepreneur. But even in such cases, you need to be very careful, since such transactions are often declared invalid due to the fact that they are made to cover up another transaction, or under the influence of delusion, deception, threats, etc.

If, after all, the donation of shares by an individual commercial organization took place and no one challenged the agreement, then income in the form of property rights received free of charge by the donee will be considered non-operating income and enter tax base for calculation income tax. Again, the exception will be cases when the authorized capital fund of the receiving organization consists of more than 50 percent of the contribution of the individual donor.

Donation of shares to an individual from a legal entity or entrepreneur

Donation of shares to individuals - ordinary citizens from legal entities or from individuals - individual entrepreneurs most often committed when the donor is the employer of the donee, or when the donee is a relative of one of the participants in the donor organization. In any case, if the donation is made on behalf of legal entity or entrepreneur, the donee citizen is obliged to pay from the value of the securities (over 4,000 rubles), income tax of 13 percent.

Conclusion

When donating shares, the right of claim is transferred into ownership, which follows from the very concept of a security, namely the right to receive dividends from the OJSC or CJSC that issued them, and the right to participate in the management of the company.

Since securities are classified by law as movable property, then the same norms and rules of the Civil Code apply to their donation by analogy as to the donation of movable property.

When donating shares by their owner, the consent of other shareholders or a decision general meeting society not required.

Shares are issued by joint-stock companies, form their authorized capital and assign shareholders the right to receive a portion of the profit, participate in the management of the company and a share of property during its liquidation.

The gift agreement for uncertificated shares is concluded in writing. Essential condition such an agreement is an indication of the specific subject of the donation and its characteristics.

The procedure for transferring ownership rights to shares depends on their type(is it a documentary or uncertificated share).

When donating shares, the income tax payer is the individual who received income as a result of the gratuitous transfer of shares to him. If the donation is made between close relatives or family members, the recipient individual is exempt from paying personal income tax.

When receiving shares as a gift, a commercial organization pays income tax.

Legal consultation

I own a block of shares that amounts to 60 percent of the authorized capital of Grand and K JSC. These shares were given to me by my mother several years ago under a gift agreement, before leaving the country. Until recently, the rest of the shares belonged to two more shareholders, including ex-husband mother, from the marriage with which my sister Margarita was born. In July, he sold his shares to a second shareholder, although his daughter asked him not to do this and to transfer the shares to her. The fact is that things in our company went uphill just with the arrival of Margarita. We have a very good and trusting relationship with her. Therefore, I want to transfer 20 percent of the shares I own to her, but I don’t know which is better to formalize the transaction in order to pay less taxes - a gift or a sale? And do I need to get my spouse's consent to complete a transaction to alienate shares?