Treaty of purchase and sale share in OOO

Ltd. is the most convenient and demanded form of a commercial organization. However, today, legal regulation is rather contradictory, so the founders face many problems. Such complex processes include selling or buying a share in the authorized capital of the Organization. Some cases require the certification of the notary, others - no. Consider in this article the nuances of the compilation of the contract relating to these processes.

As a rule, the Company's participants prescribe the main principles in the Charter, containing prohibitive measures or some restrictions on the sale or purchase of the share (its part) of the authorized capital of the Organization. They may differ from the provisions prescribed in the law. Such specific conditions may concern the prices of the sold part, deadlines for the response to the offer, forms of the contract for alienation and other points. Consider the option when there are no.

Here you can see Sample of the Charter of the Company.

There are only three possibilities for the alienation of their share or part of it - to sell it to the subjects of society, society or other persons (third). From 01.07.2009, the Federal Law of Russia (paragraph 11 of Article 21) has undergone amendments to the process of alienation of the share of society, namely, such transactions of the transfer of ownership need notarially certify. However, there are cases of selling equity parts of LLC, which do not require visits to the notary to assign the transaction documents:

When the acquisition or sale of LLC is strictly regulated by Article 24 of the Federal Law (No. 312), if they are distributed in the case of the participant's departure.
Subject to the use of the preemptive right to purchase members of LLC.
If the order of the transition part of the capital is as specified in Articles 23, 26 of the Federal Law.

From the foregoing, it is possible to summarize that the usual sale between the participants of the Society of Ltd. does not fall under one point, therefore, it is obliged to undergo a procedure for assurances from the notary. Otherwise, the transaction is invalid!

There is only one possibility to get around this procedure. If you are the seller of the share of LLC - send a letter to the company about the upcoming sale (offer) of his share of his share of a foreign person who is not a member of society, and its participants must express their consent to buy your share and accept this offer (send a positive response to the seller). Only in this case does not require a notarial design of the contract. It works the main difference for the sale of the share prescribed in the law - the so-called preferential right of purchase (clause 4 of article 21 of the Federal Law).

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In the case of the sale of a share in the conveyance of the above-described process, any participant of the Ltd. must complete the documentary decoration in the notary. In other words, if there is a fact of acceptance and implemented the priority right of buying a share of current actors of Ltd., then the contract of sale is issued in the usual form, with the fulfillment of all the requirements of the Civil Code of the Russian Federation. The offer must contain the price and all the terms of the transaction that may be valued for the seller. In the future, when selling to third parties, the price cannot change in a smaller side. All participants are notified through the Society, and it is from the date of receipt of the offer of the offer, the latter begins 30 days (by law) on the decision-making of the participants (acceptance or refusal). If the subjects of Ltd. adopted a negative purchase decision, then such a refusal is notarized notarized and sent to the Seller through LLC (Art. 21 of FZ P.6). The society itself provides for a period for an answer - 10 days. After its expiration - the use of priority rights disappears.

In connection with the above changes in the Federal Law, which entailed big difficulties, often resort to the signing of a preliminary contract for the sale of shares in LLC. It also requires notarization, if there is no one - the contract is considered insignificant.

Typical Preliminary Treaty of Purchase and Sale of Ltd. See here.

After the main conventions are fulfilled, you can proceed to the design of the contract itself, which is compiled in simple form and necessarily - in writing. It is indicated by the parties of the transaction, they are described by their will, the price and methods of calculation are noted, as well as the additional conditions provided for by law. The contract indicates the absence of any restrictions and burdens on the part of the selling authorized capital of LLC - only truthful information! The document on the transfer of ownership can be written in person by using typical forms, and you can resort to the services of notarial offices. The transaction signed with third parties is considered valid since its notarization. To form a contract for the purchase / sale of part of LLC, prepare the following documents:

all constituent documents (Charter, TIN, Organ and T p.);
papers confirming the fact of a complete redemption of the share of the seller;
resolution of the second spouse of the seller to carry out a transaction;
documents of all members of the transaction;
refusal to the priority right to buy all participants in the LLC or their consent to the operation.

Depending on the situation, other documents may be attached to the contract, for example, notice of the assignment of part in LLC.

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Remember, the process of selling or buying a share in law enforcement organizations to date is very thorny and controversial. This also applies to the part of the documentary, therefore it is highly recommended to refer to qualified assistance. Take care of the cleanliness of the transactions and thereby achieve the well-being of your business.