Changing of founder
The company operates, popularity is increasing, trade is increasing and suddenly, for some reason, it is necessary to change the founder of the organization. There are different reasons of such cardinal decisions, for example, the death or poor health of the founder. There may 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 effects 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, we will consider this example and see what needs to be done in this situation.
By virtue of the provisions of the law, persons who are heirs or assignees of an organization are entitled to claim the share of the founder if they are part of the participants in the company.
Here we can note a “positive” moment 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. Transitional provisions should be provided in the organization’s charter.
By law, the Charter may also contain the following procedure for transferring a share:
- The size of the share of the deceased founder is transferred to his heirs after they are accepted into company.
- The transfer of the share is carried out by agreement of the company participants.
We act on situations
In the first case, it is necessary to determine the notary supervising the territory of the place of residence of the deceased founder and contact him with a question regarding heirs or a will left by the deceased.
It is advisable to do this in order to speed up the preparation of the company’s documentation, as well as to caution against making an illegal decision in relation to the vacant share.
By transferring a share based on the will left, the person acting as the executor of the will has the authority of the founder of the trust management of the organization.
Accepting the share, the persons inheriting it are obliged to send the company a notification by post.
After completing the registration of the inherited share, it is necessary to submit the following documents to the tax office:
- a statement completed in a special form providing for the change of the founder;
- check warrant on payment of state duty 800 rubles;
- a document confirming the acquisition of a share in the inheritance (issued after 6 months from the moment when the inheritance is considered open).
When several persons inherit, the share of capital is subject to distribution among them proportionally, in accordance with the inheritance order.
In the second situation, the founders must decide whether the heirs will join the organization and draw up the right to share. The decision is reported to other members of the company within a month. In the absence of objections, the rights to the share are drawn up similarly to the above circumstances.
Important! If the Charter of the company provides that for the transfer of the 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 expression of consent to transfer the share of the authorized capital; by processing a transaction; in a different order. Applications must be submitted no later than a month from the date of receipt of the appeal or proposal.
In this way, the procedure for transferring the share of the deceased founder is carried out. After his death, the person who inherited the share becomes the co-founder of the company, his successor or the share remains in the company. If the founder changes for other reasons, the procedure for his replacement looks much simpler, it is similar to the participant’s exit from society. In this regard, the Charter of a legal entity must contain comprehensive information and provide for the procedure for changing the founder in a limited liability company.