Withdrawal of the founder from the NPO. Application for resignation from the founders of a non-profit organization

First of all, we note that an autonomous non-profit organization (hereinafter also referred to as ANO) is created on the basis of property contributions from citizens and (or) legal entities a unitary non-profit organization that does not have membership (Civil Code of the Russian Federation, Federal Law dated January 12, 1996 No. 7-FZ “On Non-Profit Organizations” (hereinafter referred to as Law No. 7-FZ)). At the same time, the founders of the ANO do not retain rights to the property they transferred into the ownership of this organization and are not responsible for its obligations, and it is not responsible for the obligations of its founders (Civil Code of the Russian Federation, Law No. 7-FZ).
The ability of a citizen or legal entity to leave the founders of an autonomous non-profit organization at any time is directly provided for by the Civil Code of the Russian Federation and Law No. 7-FZ. However, in this case, obtaining the consent of other ANO participants is not required. Certain restrictions are established only for those cases when the retiring founder of an ANO is the last or only one: before sending information about his exit, he is obliged to transfer his rights as a founder and (or) participant to another person in accordance with federal law and the charter of the ANO.
According to Law No. 7-FZ and Federal Law of 08.08.2001 No. 129-FZ “On State Registration of Legal Entities and Individual Entrepreneurs”, in order to leave the founders of an autonomous non-profit organization, a person must send an application to the registration authority to make changes to the unified state register of legal entities ( hereinafter referred to as the Unified State Register of Legal Entities). Such an application is drawn up in form N P14001, approved by the Federal Tax Service dated January 25, 2012 N ММВ-7-6/25@, and, within the meaning of Law No. 7-FZ, is submitted to the territorial body of the Federal Tax Service at the place of registration of the autonomous non-profit organization (see also clarifications of the Ministry of Justice of the Russian Federation dated 08.12 .2016 (you can read the text of this clarification by following the link to the Internet address http://www.gestion.ru/images/minust.pdf)). Simultaneously with the submission of this application, a person leaving the founders of the ANO must send a notice of this to the ANO itself (Law No. 7-FZ).
The withdrawal of a person from the founders of an autonomous non-profit organization is considered to have taken place from the moment the information about such a person as a founder is excluded from the Unified State Register of Legal Entities.
We note, however, that the above procedure for leaving the founders of an autonomous non-profit organization applies only if information about the founders of such an organization is contained in the Unified State Register of Legal Entities. Otherwise, withdrawal must be carried out in the manner established by the charter of the ANO (see letter of the Ministry of Justice of the Russian Federation dated March 24, 2016 N 11/32870-SG).
As for the resignation of a person from his post general director ANO, it is necessary to keep in mind that neither the Civil Code of the Russian Federation nor No. 7-FZ regulate the procedure for terminating the powers of the specified body, including by the will of the person elected to this position by the founders. In this regard, in this case one should be guided by the provisions of the ANO charter.
However, it should also be taken into account that the general director of the ANO, as its sole executive body (Civil Code of the Russian Federation), is at the same time an employee of the specified organization (part six and the Labor Code of the Russian Federation). In turn, from part one of the Labor Code of the Russian Federation it follows that an employment contract with an employee holding the position of head of an organization can be terminated on the grounds provided for by the Labor Code of the Russian Federation. And one of these grounds, by virtue of clause 3 of part one and the Labor Code of the Russian Federation, is the employee’s will to terminate labor relations. Moreover, in accordance with part one of the Labor Code of the Russian Federation, the employee must notify the employer of his desire no later than two weeks before the expected day of termination employment contract. Upon expiration of the notice period for dismissal, the employee has the right to stop working (part five of the Labor Code of the Russian Federation). The employer has no right to prevent such dismissal.
Thus, the above norms indicate that the powers of the general director of ANO are in any case considered terminated if he submits a letter of resignation to the founders of the company due to at will and after a two-week period from the date of filing, if an earlier date of termination of the employment contract was not agreed upon by the general director and the founders (part two of the Labor Code of the Russian Federation).

Prepared answer:
Expert of the Legal Consulting Service GARANT
Candidate of Legal Sciences Shirokov Sergey

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The material was prepared on the basis of individual written consultation provided as part of the Legal Consulting service.

Change of founders in ANO

During the reform of civil legislation in September 2014. in accordance with Federal Law dated 05.05.2014 No. 99-FZ “On Amendments to Chapter 4 of Part One of the Civil Code Russian Federation and on the recognition as invalid of certain provisions of legislative acts of the Russian Federation" has changed legal regulation activities of non-profit organizations.

The law took into account and settled the issue of the number of founders of the autonomous non-profit organization(ANO). In paragraph 1 of Art. 123.24 of the Civil Code of the Russian Federation there is a direct indication that such an organization can be created not only by several persons, but also by one person, that is, a single founder. The Civil Code of the Russian Federation provides for the right of ANO to conduct entrepreneurial activity necessary to achieve the goals for which it was created and consistent with these goals.

To conduct such activities, an organization can create business societies and participate in them, clause 5 of Art. 123.24 of the Civil Code of the Russian Federation and others. The organizational and legal form as an Autonomous non-profit organization has undergone changes regarding the composition of the founders of the autonomous non-profit organization.

Previously, changing the composition of founders in an autonomous non-profit organization was not allowed by law. Now, paragraph 6 of Article 123.24 of the Civil Code of the Russian Federation establishes that a person can, at his own discretion, withdraw from the founders of an autonomous non-profit organization by sending information about his withdrawal in accordance with the Federal Law “On State Registration of Legal Entities and Individual Entrepreneurs” (N 129-FZ) to the registration authority.

In case of withdrawal from the founders of the latter or sole founder he is obliged, before sending information about his withdrawal, to transfer his rights as a founder to another person in accordance with the law and the charter. And also, by decision of the founders of the ANO, adopted unanimously, new persons can be accepted into its composition of its founders.

In accordance with the Civil Code and Federal Law N 129-FZ, the constituent documents of non-profit organizations must be brought into compliance with the provisions of the above laws when changes are first made to the constituent documents of non-profit organizations.

Approximate actions with one founder in an autonomous non-profit organization:

To register changes relating to a change of founders, it is necessary to carry out these changes in two stages of registration, if the charter of the autonomous non-profit organization is not brought to the norms of the law.

At the first stage, for state registration of changes in information about another founder, it is necessary to prepare a new edition of the Charter, which must contain all the provisions and articles of the Charter in accordance with the Civil Code of the Russian Federation (the Charter must be anonymized), and also prepare a decision of the sole founder on approval of the new edition of the Charter and on the entry of a new founder.

The new founder must submit to the ANO his application for membership. Based on this, the ANO prepares form P13001 to reflect the above changes in the Unified State Register of Legal Entities (documents are submitted to the Ministry of Justice of the Russian Federation).

The following documents are submitted to the Ministry of Justice:
1) Application P13001, 2 copies in total, of which 1 copy. application notarized by the applicant (director/general director, i.e. head of the organization), and another copy. sewn and signed by him.
2) Charter - 3 copies.
3) Decision of the founder - 2 copies.
4) Application for membership in the founders – 2 copies.
5) State duty in the amount of 800 rubles.
6) Power of attorney for a representative, notarized.

+ The Ministry of Justice sometimes demands the return of the charter in the previous edition

After registration of the above changes, information about the two founders will be reflected in the Unified State Register of Legal Entities, but will not be included in the new version of the Charter.

Next, in order for a participant to leave the membership, it is necessary to prepare the second stage of changes. At the Second stage, prepare and submit:
1) participant’s statement about leaving the ANO participants – 2 copies.
2) form P14001, only 2 copies, of which 1 copy. application notarized by the applicant (director/general director, i.e. head of the organization), and another copy. signed by him.
3) The decision of the remaining founder on the adopted changes - 2 copies.
4) Power of attorney for a representative, notarized.
+ 2 receipts according to their form, can be filled out before submitting.

In accordance with the regulations of the Ministry of Justice: in the documents provided for the state. registration, if the number of sheets in one document is more than two, is stitched and certified by the applicant (the head of the organization).

Document requirements and the opportunity itself can change with a click.

Download the application form P14001 for making changes to information about a legal entity in the Unified State Register of Legal Entities that are not related to changes in the constituent documents. Selling a share to a third party Used if you need to not only remove a participant, but also add a new one. Direct sale, as already mentioned, is too expensive, but here you can save a little. The issue of selling a share owned by an LLC to a third party also falls within the competence of the OSU. At the same time, the sale of such a share to a third party should not be prohibited by the charter. The agenda includes the issue of selling the undistributed share to a third party and its price. The remaining participants have the right to buy it; this transaction also does not require notarization. However, then it’s easier to distribute it. Strictly speaking, it would be necessary to draw up an offer to sell a share owned by the company.

Changes in the composition of founders (participants) of non-profit organizations

The actual value of the share of a company participant corresponds to a part of the value of the company's net assets, proportional to the size of his share. The share must be paid! After this, the company must, within 1 year from the date of withdrawal of the participant, decide the fate of the share of the withdrawing participant (distribute among the remaining participants, sell to the same participants, sell to third parties, repay).

Therefore, in most cases, all issues with an “orphan” share are resolved immediately. A receipt is immediately issued from the withdrawing participant that he has received the actual part of the share.

Exit of the founder from the LLC

Attention

The option of selling to a 3rd party is possible. The distribution of funds can occur proportionally or disproportionately, taking into account the requirements specified in the charter. The basis for distribution is the protocol (decision) of a group of participants or a single founder.

Download a sample of filling out form 14001 when a participant leaves. In this case, there is no need to pay the state fee and submit a receipt. The applicant for this type of registration is the general director.

New procedure for the founder to leave a non-profit organization

To make changes to the unified state register of legal entities concerning information about the founders (participants) of non-profit corporations, founders of funds and autonomous non-profit organizations, a person leaving the founders and (or) participants of these legal entities submits an application for amendment to the registration authority into the unified state register of legal entities." Thus, from the above it follows that now, when a founder (participant) leaves an autonomous non-profit organization, fund or non-profit corporation, the signature of this particular founder (participant) is certified by a notary in an application in form P14001, and it is this participant who submits a set of documents to the registration authority (or issues a power of attorney to the representative) to make appropriate changes to the Unified State Register of Legal Entities.

How to formalize the withdrawal of a participant from an LLC?

Federal Law dated 02/08/1998 No. 14-FZ). An application to leave an LLC can be submitted in various ways:

• hand over against receipt, for example, to the head of an LLC or an employee whose duties include transferring correspondence to the appropriate person (subparagraph “b”, paragraph 16 of the Resolution of the Plenum of the Supreme Court No. 90, Plenum of the Supreme Arbitration Court No. 14 of 12/09/1999);
• send by mail to the address of the company's location. In this case, the application will be considered delivered, even if it is not received by the company due to circumstances beyond its control or the LLC does not familiarize itself with the application (clause 1 of Article 165.1 of the Civil Code of the Russian Federation);
• send by other means (for example, by courier service).

A participant who has submitted an application to withdraw from the LLC and then changes his mind may try to withdraw his application.

Withdrawal of a participant from the LLC in 2018

A participant who wishes to leave the LLC hands over to the director of this LLC ( by registered mail, in person, or through a courier) a statement with approximately the following content: To the limited liability company "Romashka" From a participant in Romashka LLC /full name/ /passport details/ I inform you of my withdrawal from Romashka LLC in accordance with Article 26 of the Federal Law dated 8 February 1998 No. 14-FZ “On Limited Liability Companies”. In this regard, I ask you to pay the actual value of my share in the authorized capital of Romashka LLC. "" 20 / Full name/ On January 1, 2016, an innovation appeared, introduced by 67-FZ. Namely, the application for withdrawal from the society must be notarized (clause
1 tbsp. 26 14-FZ).

Change of founders in an NPO, is it possible to remove the founder from the NPO?

Such a requirement is possible if, for example, the company’s charter prohibits the alienation of a share to third parties, and other participants in the company refused to acquire it (Clause 3, Article 93 of the Civil Code of the Russian Federation). Of course, if there is only one participant, he will not be able to leave the society.
Likewise, the simultaneous withdrawal of several participants of an LLC is not allowed, as a result of which not a single participant will remain in the company (Clause 2, Article 26 of the Federal Law of 02/08/1998 No. 14-FZ). At the same time, the exit of one of the two founders from the LLC is quite legal.

Info

Let us consider step-by-step instructions for the exit of the founder’s LLC in 2018 in the event of the exit of a company participant based on an application. The procedure for a participant to leave the LLC: step-by-step instruction Step 1.

This option is possible if a participant is excluded. In practice, in 99% of cases you have to deal with the first option, which we will dwell on in detail. Let's look at how to formalize the withdrawal of a participant from an LLC in this case, and what algorithm to follow.

Preparation of an application The founder of an LLC has the right to leave the company by alienating a share, regardless of the consent of the participants (if this feature is provided for in the charter). The released share is transferred to the company, and the latter pays its actual share.

If there is only one founder in an LLC, his exit is prohibited. By law, at least one participant must remain in the organization.

Otherwise, the company will have to be liquidated and then reopened. If the possibility of exit is specified in the charter, you need to submit an application and describe your desire in it.

Withdrawal of a participant from an NPO step-by-step instructions 2017

• 1 How to remove a participant from an LLC
• 2 Application for withdrawal from LLC
• 3 Actions with shares after a participant leaves the LLC
  • 3.1 Distribution of shares owned by the Company
  • 3.2 Sale of a share to a third party

The withdrawal of a participant from an LLC has been used for several years (more precisely, since July 2010) as one of the tools to circumvent the mandatory notarization of a transaction for the sale of a share in an LLC. And the point is not even that the notarial transaction was more expensive, but rather the availability of the share seller himself.

Of course, the whole operation took longer, but it allowed the company to significantly save money than a direct sale through a notary.

Withdrawal of a participant from an NPO 2017 step-by-step instructions

To perform this work, the notary needs to submit:

1. Application in form P14001 (there is no need to flash it).
2. Application for withdrawal of the founder from the LLC.
3. A decision involving the distribution of a company's share.
4. A “fresh” extract from the Unified State Register of Legal Entities (must be up to 5 days old). Many notaries receive statements online. So before going to the notary office, you need to clarify whether there is a need for an extract from the Unified State Register of Legal Entities.
5. Charter of the company.
6. Certificates of registration and state registration of the company.
7. General director's passport.
8. Papers confirming the powers of the general director. It could be contract of employment, order or decision on appointment (extract or copy).

After receiving the documents, the Federal Tax Service employee issues a receipt that the papers have been received.
Simultaneously with sending the application to tax authority, you need to notify your regional public organization of your withdrawal. The notice can be made in simple written form and sent by mail or given through the receiving organization.

After submitting the documents, the registration authority is obliged to exclude you from the list of founders within five working days or issue written refusal, which you can appeal to the court. You can check whether an organization has debt through the website of the Federal Bailiff Service of Russia or through the corresponding mobile application.

At the same time, according to paragraph 2 of Art. 6 of the Federal Law “On Non-Profit Organizations” founder public organization is not liable for the debts of such a legal entity. The activities of non-profit organizations are regulated by Federal Law No. 7-FZ “On Non-Profit Organizations”. According to paragraph 3 of Art.

The new founder must submit to the ANO his application for membership. Based on this, the ANO prepares form P13001 to reflect the above changes in the Unified State Register of Legal Entities (documents are submitted to the Ministry of Justice of the Russian Federation). The following documents are submitted to the Ministry of Justice: 1) Application P13001, 2 copies in total, of which 1 copy. application notarized by the applicant (director/general director, i.e. head of the organization), and another copy. simply signed by him.2) Charter - 3 copies. 3) Decision of the founder - 2 copies. 4) Application for entry into the list of participants - 2 copies. 5) State. fee in the amount of 800 rubles, original + photocopy. 6) Power of attorney for the representative, notarized. Next, in order for a participant to leave the membership, it is necessary to prepare the second stage of changes.

Changes in the composition of founders (participants) of non-profit organizations

This is confirmed by the practice of tax registration, for example, of peasant (farmer) households and homeowners' associations, when information about the founders is not entered into the Unified State Register of Legal Entities, since the sheets about them are not filled out and are not attached. Employees of the regional departments of the Ministry of Justice, when reviewing documents on registration of NPOs, require that these sheets be filled out, which causes difficulties in the future when one of the founders wants to leave the management of the NPO, and information about the founders of the existing NPO is not entered into the Unified State Register of Legal Entities. This problem leads to misunderstandings, for example, in banks or during employment (often when applying for government jobs).

service). Please clarify: is it necessary to fill out the specified application sheets, if the requirements for filling out the P11001 application indicate otherwise.

New procedure for the founder to leave a non-profit organization

Attention

NPO. At the same time, employees of regional departments during oral consultations answer that this is impossible. I ask you to clarify the procedure for registering changes in the composition of participants in certain forms of NPOs, taking into account the new legislation.” From the received response from the Ministry of Justice, the following main conclusions can be drawn: 1) Filling out the sheets of application P11001 containing information about the founders of NPOs is mandatory for all types of NPOs, and not just those specified in the Order.

Change of founders in an NPO, is it possible to remove the founder from the NPO?

Important

During the reform of civil legislation in September 2014. in accordance with the Federal Law of 05.05.2014 No. U9-FZ “On amendments to Chapter 4 of Part 1 of the Civil Code of the Russian Federation and on the recognition as invalid of certain provisions of legislative acts of the Russian Federation,” the legal regulation of the activities of non-profit organizations has changed. Also, the law regulated the issue of the number of founders of an autonomous non-profit organization. In paragraph 1 of Art. 123.24 of the Civil Code of the Russian Federation there is a direct indication that such an organization can be created not only by several persons, but also by one person, that is, a single founder.

Application for resignation from the founders

At the end of January 2016, significant changes were made to the legal provisions regulating the procedure for the withdrawal of a founder (participant) from a non-profit organization. Federal Law of January 31, 2016 N 7-FZ “On Amendments to Certain Legislative Acts of the Russian Federation”, among other things, supplemented Article 15 of the Federal Law “On Non-Profit Organizations” with paragraph 3, according to which the founders (participants) of non-profit corporations, founders of funds and autonomous non-profit organizations have the right to withdraw from the founders and (or) participants of these legal entities at any time without the consent of the remaining founders and (or) participants, by sending information about their withdrawal to the registration authority in accordance with the Federal Law “On State Registration of Legal Entities and individual entrepreneurs." The latter, in turn, was supplemented by clause 2.2.
One copy of the decision remains within the organization, the second is transferred to the applicant. An important nuance should be noted: withdrawal from the membership of the LLC is considered completed only after information about it is officially registered. That's the role former member The LLC is ending, but its other founders are waiting serious job on structural changes.
These include the redistribution of shares, making adjustments to the constituent documents and filing necessary information to state supervisory authorities (primarily the tax service), notification of changes to all interested organizations, counterparties, etc. By the way, as for the share of the withdrawing participant, if no action is taken in relation to it within one year, then the remaining authorized capital decreases proportionally.
What needs to be done to exit, the procedure As is known, the number of participants in an LLC should not exceed fifty persons (legal or natural), while the shares of participation among them can be divided both proportionally and disproportionately. Each of the participants has the right to leave the founders at any stage of the LLC’s functioning. To do this, you just need to write an application and submit it to the person managing the organization (director or general director).
In this case, withdrawal from the founders of the company is possible without obtaining the consent of other members, only by the personal will of its participant. After the application is accepted by the head of the company and other founders of the LLC, it must be considered by them within the legally established period (no more than ten working days), and then an appropriate decision must be made on it.

Info

When registering the creation of an NPO, application form P11001 is used, approved by Order of the Federal Tax Service of Russia dated January 25, 2012 N ММВ-7-6/ “On approval of forms and requirements for the execution of documents submitted to the registering authority during state registration of legal entities, individual entrepreneurs and peasant (farmer) ) farms" (hereinafter referred to as the Order). The requirements for filling out form P11001 (Section II of Appendix 20 to the Order) in paragraph 2.12 states that sheets A, B, C, D, E of the application (sheets containing information about the founders) are filled out in relation to the founders of business partnerships and companies, institutions , unitary enterprises, production cooperatives, housing savings cooperatives. Thus, if you follow the specified requirements, when registering, for example, a Fund, ANO or Association, sheets containing information about the founders do not need to be filled out and attached.

• the beginning of the document or, as it is also called, the “header”, where data about the addressee and the applicant is entered;
• main block - the actual request to withdraw from the founders, indicating the shares that belonged to the LLC participant; if necessary, the reason for withdrawal should be included here (but not necessarily);
• the conclusion must include the date the document was drawn up and the personal signature of the applicant.
Rules for filling out an application, ways of transmitting The application can be written on a regular blank sheet of any convenient format (preferably A4), by hand or typed on a computer - these values ​​do not play a role in establishing its legality. The only important thing is that it is written without inaccuracies, errors and blots, and if any do occur, you should not correct them, but rather draw up a new form.

Also look at the sample document - based on it you can easily draw up your own form. Today there is no single unified application form. This means that the founder has the opportunity to draw it up in any form or, if the organization’s Charter provides for the form of the document, according to its type.

Regardless of which option is used, when writing an application it is necessary to take into account several common parameters common to all such papers. In particular, you need to ensure that the structure and content of the form meets some standard rules of office work, i.e.
Federal Law on NPOs on providing information about the founders in another way, for example, by indicating this information in the protocol on the creation of the NPO. 2) The second question - about registering changes in non-profit organizations - is closely related to the first question. In January 2016, amendments were made to Federal Law No. 129-FZ “On State Registration of Legal Entities and Individual Entrepreneurs”, namely, clause 2.2 was added to Article 17. Clause 2.2 of Article 17 states: “To make changes to the unified state register of legal entities concerning information about the founders (participants) of non-profit corporations, founders of funds and autonomous non-profit organizations, a person leaving the founders and (or) participants of these legal entities, submits to the registration authority an application for amendments to the unified state register of legal entities.” Thus, current law on legal registration

In accordance with the Civil Code of the Russian Federation and the Federal Law “On State Registration of Legal Entities and Individual Entrepreneurs,” the constituent documents of non-profit organizations must be brought into compliance with the provisions of the above laws when changes are first made to the constituent documents of non-profit organizations. For state registration of changes relating to the change of Founders in an autonomous non-profit organization, it is necessary to carry out these changes in two stages of registration. At the first stage, for state registration of changes in information about another founder, it is necessary to prepare a new edition of the Charter, which must contain all the provisions and articles of the Charter in accordance with the above Law (the Charter must be anonymized), and also prepare a Decision of the sole founder with an agenda for the approval of the new edition of the Charter and the entry into the composition of a new participant.

Home → Accounting consultations → General issues activities of the organization Current as of: March 16, 2018 The right of a participant in a limited liability company to leave the company is provided for by the Civil Code of the Russian Federation and Federal Law dated 02/08/1998 No. 14-FZ “On Limited Liability Companies”. We will tell you about the procedure for a participant to leave an LLC in 2018 in our consultation. How and when you can leave an LLC A participant in an LLC can leave the company regardless of the consent of other participants or the company. This can be done by submitting a notice of resignation. However, such a possibility must be provided for by the company's charter. If the charter does not provide for such a method of exit from the LLC, the participant will still be able to leave the company by presenting a requirement to it to acquire a share (Clause 1 of Article 94 of the Civil Code of the Russian Federation).

Changes in the composition of founders (participants) of non-profit organizations

If society refuses him this, the participant has the right to challenge his application for withdrawal in court, citing, for example, the application was submitted under the influence of violence, threats, or the fact that at the time of filing the application he was in such a state that he was not able to understand the meaning of their actions or manage them (clause “b”, clause 16 of the Resolution of the Plenum of the Supreme Court No. 90, Plenum of the Supreme Arbitration Court No. 14 of 12/09/1999). Step 2. Receiving an application for withdrawal from the LLC From the moment the company receives the participant’s application for his/her withdrawal from the LLC, the share of such participant passes to the company, and the participant himself, accordingly, loses his status as a participant (clause.

Exit of the founder from the LLC

At the end of January 2016, significant changes were made to the legal provisions regulating the procedure for the withdrawal of a founder (participant) from a non-profit organization. Federal Law of January 31, 2016 N 7-FZ “On Amendments to Certain Legislative Acts of the Russian Federation”, among other things, supplemented Article 15 of the Federal Law “On Non-Profit Organizations” with paragraph 3, according to which the founders (participants) of non-profit corporations, founders of funds and autonomous non-profit organizations have the right to withdraw from the founders and (or) participants of these legal entities at any time without the consent of the remaining founders and (or) participants, by sending information about their withdrawal to the registration authority in accordance with the Federal Law “On State Registration of Legal Entities and individual entrepreneurs."
The latter, in turn, was supplemented by clause 2.2.

New procedure for the founder to leave a non-profit organization

The requirement came into force on January 1, 2018. The withdrawal of one of the two founders from the LLC is possible only upon application. Based on Art. 26 of Federal Law No. 14-FZ, the founder is not required to have the consent of other participants in the company.
However, if the organization’s Charter contains other conditions, then the law is not relevant. The participant is considered withdrawn from the day on which the application was submitted.
On January 1, 2018, Federal Law No. 67-FZ came into force, which states that an application for withdrawal from an LLC must be certified by a notary. If the exiting participant is in the position of general manager, then the first step should be to appoint a new manager.

To leave an LLC, you need to go through the following steps: The procedure for changing documentation takes place within 7 business days.

How to formalize the withdrawal of a participant from an LLC?

There are two options when transferring a share in in kind forbidden:

1. If there are signs of bankruptcy already provided for by law.
2. If payment of the settlement amount will lead to the appearance of such signs.

Determination of taxes on a share If the founder leaves the LLC, the actual share transferred to him must be subject to personal income tax according to general rules and from the entire amount of profit paid. Due to the fact that the company's fixed assets are accounted for on the balance sheet without VAT, the market price of these assets is also determined without this tax.

This means that when calculating the size of the LLC’s net assets, the market price of fixed assets is determined without increasing the amount of VAT. The rule also applies to income tax, because the paid share should not be taken into account in expenses when calculating the taxable base. It is stated in the Federal Law on LLC, Article 23.

Withdrawal of a participant from the LLC in 2018

Withdrawal of one of the two founders from the LLC New order exit of a founder from a non-profit organization At the end of January 2018, significant changes were made to the legal provisions regulating the procedure for the exit of a founder (participant) from a non-profit organization. Thus, from the above it follows that now, when a founder (participant) leaves an autonomous non-profit organization, fund or non-profit corporation, the signature of this particular founder (participant) is certified by a notary in an application in form P14001, and it is this participant who submits a set of documents to the registration authority (or issues a power of attorney to the representative) to make appropriate changes to the Unified State Register of Legal Entities.

Change of founders in an NPO, is it possible to remove the founder from the NPO?

The applicant's signature in the application in form No. P14001 must be notarized. State registration of changes in the Unified State Register of Legal Entities is carried out within 5 working days from the date of submission necessary documents to the registering tax office (clause

1 tbsp. 8, paragraph 3, art. 18

Federal Law of 08.08.2001 No. 129-FZ). Step 4. Payment of the share to the founder when leaving the LLC When a participant leaves the LLC, the law on LLC obliges to pay such a participant the actual value of his share in the authorized capital of the LLC (Clause 6.1, Article 23 of the Federal Law of 02/08/1998 No. 14-FZ, p. 2 Article 94 of the Civil Code of the Russian Federation). The actual value of the share of an LLC participant is part of the value of the company’s net assets, which is proportional to the size of his share (clause

2 tbsp. 14 Federal Law dated 02/08/1998 No. 14-FZ). We described how the net assets of an LLC are calculated in a separate consultation.

Federal Law dated 02/08/1998 No. 14-FZ). If such information is contained in the charter, then if the composition of participants changes, changes will also have to be made to the charter. Registration of changes in the Unified State Register of Legal Entities in connection with withdrawal from the LLC at the request of a participant is carried out on the basis of the following documents (clause

1.2 Art. 9, paragraph 2, art. 17 Federal Law dated 08.08.2001 No. 129-FZ).

• application in form No. P14001;
• statement of an LLC participant about his withdrawal from the company (original or notarized copy).

The applicant for state registration of the withdrawal of a participant from the LLC can be the head of the permanent executive body of the LLC, another person who has the right to act on behalf of the organization without a power of attorney, one of the remaining participants in the company or a notary (clauses 1.3, 1.4 of Article 9 of the Federal Law of 08.08 .2001 No. 129-FZ).
Submission of documents to the Federal Tax Service is carried out within 30 days from the moment the LLC receives an application for withdrawal. Submitting documents to the tax office can be done in three ways:

• Personal provision by the general director or representative (if there is a power of attorney). This is the most reliable option.
• IN in electronic format by using digital signature. The advantage of this method is high speed and convenience.
• Send by mail (registered mail).
  This is the least popular option because it requires a lot of time.

In all of the above options, except for transferring documents to electronic form by signing an electronic signature, notarization of the papers is required.

Withdrawal of a participant from an NPO step-by-step instructions 2017

At the second stage, the following is submitted to the registration authority: 1) Application of the participant to withdraw from the membership of the ANO - 2 copies. 2) Form P14001, only 2 copies, of which 1 copy. application notarized by the applicant (director/general director, i.e. head of the organization), and another copy. simply signed by him. 3) The decision of the remaining founder on the adopted changes - 2 copies; 4) Power of attorney for the representative, executed by a notary. In accordance with the regulations of the Ministry of Justice: in the documents provided for the state.

registration, if the number of sheets in one document is more than two, is stitched and certified by the applicant (the head of the organization). Change of founders in a public organization According to Art. 19 of the Federal Law “On public associations» No. 82-FZ dated April 14, 1995

Withdrawal of a participant from an NPO 2017 step-by-step instructions

• Entry sheet in the Unified State Register of Legal Entities.
• Certificate of amendments to the constituent papers.

You can pick up the documents in person or receive them by mail (the address is indicated in the application).

The main thing is to double-check the information provided. Informing the banking institution and counterparties At the final stage, it is necessary to notify the partners and the bank about the changes.

According to the law, this is not necessary, but this rule is often reflected in the contract.

• A member of the company must make contributions before submitting an application for withdrawal. This means that the founder’s request will be satisfied only if he fulfills his obligations.
• For the founder to leave the company, there is no need for the consent of other participants - he makes the decision independently and acts voluntarily.
• If the application is sent to the executive body, it will no longer be possible to revoke the document or cancel its effect.
• Payment of a share in the form of property is permitted only with the consent of the founder who left the LLC.
• The amount paid (the cost of the share) in financial equivalent is included in the income of an individual and tax must be paid on it.
• Some agreements with partners (including credit institutions) contain provisions under which the LLC must notify of changes to the list of participants.