Changing of the founders of the company (legal entity)



The company works, gains popularity, trade turnover increases, and suddenly, for certain reasons, it is necessary to change the founder of the organization. There are different cases of such cardinal decisions, for example, the death or poor health of the founder. There can be all sorts of reasons, but for many this situation is unexpected.
What needs to be done in this case and how to avoid possible adverse consequences is described in this article.
What threatens the organization?

Due to the peculiarities of the legislation on the transfer of shares in the event of the death of one of the founders, let’s consider this example and figure out what needs to be done in this situation.
By virtue of the provisions of the law, persons who are heirs or legal successors of an organization have the right to claim the share of the founder if they are members of the company. Here we can note a “positive” point for the company, this is the transfer of part of the authorized capital of the deceased founder to the co-founders of the legal entity. Transition provisions must be provided for in the organization’s Charter.

By force of law, the Charter may also contain the following procedure for transfer of shares:

1. The size of the share of the deceased founder is transferred to his heirs after they are accepted into the company.
2. The transfer of shares is carried out with the consent of the company participants.

We act according to situations
In the first case, you need to identify a notary who oversees the territory of the place of residence of the deceased founder and contact him with a question regarding the heirs or the will left by the deceased.
It is advisable to do this in order to speed up the preparation of company documentation, as well as to warn against making an illegal decision regarding the vacated share.
By transferring a share under a will, the person acting as the executor of the will has the powers of the founder of the trust management of the organization.
When accepting a share, the persons who inherited it are obliged to send a notice to the company by post.

After completing the registration of the inherited share, you must submit the following documents to the tax office:

• an application filled out in a special form providing for a change of founder;
• check order for payment of state duty of 800 rubles;
• a document confirming the acquisition of a share in the inheritance (issued after 6 months from the moment the inheritance is considered open).

When several persons inherit, the share of capital is subject to distribution among them proportionally, in accordance with the order of inheritance.
In the second situation, the founders must decide whether the heirs will join the organization and formalize the right to the share. The decision is communicated to other members of the company within a month. In the absence of objections, the rights to the share are formalized similarly to the above circumstances.

Important! If the Charter of the company provides that in order to transfer a share of the authorized capital to third parties, it is necessary to obtain the consent of all participants of the legal entity, it will be considered received if there are applications for expressing consent to the transfer of a share of the authorized capital; by completing a transaction; in a different order. Applications must be submitted no later than one month from the date of receipt of the application or proposal.

This is how the procedure for transferring the share of a deceased founder is carried out. After his death, the person who inherited the share becomes a co-founder of the company, his successor or share remains in the company. If the founder changes for other reasons, the procedure for replacing him looks much simpler; it is similar to the withdrawal of a participant from the company. In this regard, the Charter of a legal entity must contain comprehensive information and provide for a procedure for changing the founder in a limited liability company.