How to sell an LLC with one member? Sale of an LLC: step-by-step instructions Algorithm for preparing documents for the sale of an enterprise.

Often there is a need to sell an organization. In order for everything to go quickly and smoothly, you should prepare in advance and think about what needs to be done and how. Let's consider the procedure for selling a company using the example of an LLC.

So, you should initially evaluate the company, prepare the necessary package of documents and, in fact, find a buyer. This will be followed by a series of legal events, as a result of which you will sell the company. So, you need a round seal of the LLC and the following documents:
  • LLC charter;
  • LLC state registration certificate;
  • decision to create a company (decision of the sole founder, minutes of the meeting of founders);
  • TIN certificate;
  • if there are several founders, an agreement on the establishment of this LLC is needed;
  • extract from the Unified State Register of Legal Entities (it is valid for 1 month);
  • order on appointment to the position of director;
  • notification from the Social Insurance Fund, Pension Fund, Compulsory Medical Insurance Fund on registration of the organization;
  • letter on assignment of statistics codes issued by Rosstat (OKPO, OKATO, OKVED, OKOGU, OKOPF, OKSF);
  • agreement on opening a current account in a bank.
There are several ways to sell an LLC. You can introduce a new co-founder into the founders of the LLC (sell him a share of the organization). When he becomes a full co-owner, the rest of the company will be transferred to him. So, the new participant must write a statement (form P14001), on the basis of which a decision is made regarding his entry.

A properly completed application must be submitted to the tax authority at the place of registration no later than three days. After 5 days (working days), you can obtain a certificate of state registration from the tax office regarding changes in the constituent documents. Then a decision of the founder is drawn up, on the basis of which the remaining share is transferred to the new co-founder, and the former owner is removed from the list of participants. The document is also certified by a notary and registered with the tax office.
  • The second way to sell an LLC is to put it up for sale. To do this, an audit should be carried out to make a preliminary assessment of the company. This will prove the legality of the company’s activities to potential buyers. There are several ways to find a buyer:
  • place an ad on paid sites of a suitable topic (the effectiveness is high, but the cost of the service is quite significant);
  • place an ad in a newspaper (this option is inexpensive, but more suitable for small businesses);
  • resort to the help of business brokers (they have an established base and significant experience).
If you want to sell only the company and keep the property for yourself, you can carry out a transaction to sell the company's property. In practice, a share of the authorized capital is sold to the buyer, after which the right to dispose of the property at his personal discretion is transferred to him.

The transfer of LLC shares to third parties is regulated by Art. 21 Federal Law “On LLC”. It covers all the important points that may be useful in the process of selling an organization.

We offer step-by-step instructions for selling an LLC with one founder in 2017. You will also learn what the motives of the participants in the transaction are, how the business is assessed before the sale, as well as what points to pay attention to so that everything goes smoothly.

What is this article about?:

  • In what cases does it become necessary to sell an LLC with one founder?
  • What to consider when evaluating a business.
  • The procedure for registering the sale of an LLC by the sole owner.
  • Advantages and disadvantages of existing methods of selling an LLC.

Motives of the participants in the transaction for the sale of an LLC with one founder

From time to time, economic factors implement transactions on the market for the sale of legal entities existing in the organizational and legal form of limited liability companies (LLC).

The need to sell a legal entity in the form of an LLC can be dictated by a number of motives or a combination of them:

  1. Making a profit from the sale of an existing established business by a serial entrepreneur. In this case, the seller, who is also the owner, intends to sell the business at the maximum price and evaluates it not as a set of documents or a property complex, but as a potential cash flow;
  2. Structuring a transaction for the sale of an asset, the ownership of which is registered in the name of a legal entity. This form of asset sale may be more effective in terms of speed of implementation and cost of registration.
  3. The least painful exit from business is retirement or when changing activities. In this case, the issue of continuity, maintaining the “status quo” within the company being sold, comes to the fore, and not the price and speed of implementation.
  4. Sale of an unclaimed legal entity, or as unnecessary. It is a common occurrence in Russia when, for some reason, a previously registered legal entity was not used as the main business and did not participate in the operations of a group of companies, or was used but is no longer needed. The owner wants to save himself from a complex liquidation procedure. See also, how to register an LLC .

And this is not an exhaustive list of motives.

Lawyer's comment

Kirill Nikitin

In addition to the asset in the classical sense, often the purpose of the transaction is to obtain one or another permit (license, admission, certificate, etc.) issued to the LLC. Re-issuance of such a document in the general manner is either extremely difficult in terms of costs, or even impossible.

In all cases, at least two parties are involved in the transaction - the buyer and the seller, so the transaction must be agreed upon with them.

What motivates a buyer to purchase a ready-made LLC rather than register a new one may be the desire to avoid routine and bureaucracy. When creating a new legal entity, you will need to find a legal address (read also about new rules for changing the legal address for organizations ), come up with a name, fill out a large number of documents and go through a number of registration procedures, which is a heroic feat for many entrepreneurs. Purchasing a ready-made LLC eliminates the need to register it again. The subtlety is that the purchase/sale of a fictitious legal entity created using an obviously nominal director is prohibited by law (Criminal Code of the Russian Federation, Article 173.1); we can only talk about a legal entity in the form of an LLC that has not been used in business or is no longer needed.

Accordingly, the purchase of an existing business or a set of assets registered in an LLC is also a motive for the buyer; such a transaction is simpler, faster and requires less costs for actions related to the registration of rights. The existing LLC name may not be a recognizable brand, but it may have a positive history and a customer base is “attached” to it.

Download useful documents:

Form No. P14001. Application for amendments to information about a legal entity contained in the Unified State Register of Legal Entities (form)

An example of filling out an application for amendments to information about a legal entity contained in the Unified State Register of Legal Entities in connection with the withdrawal of a participant (form P14001)

LLC valuation before sale

The cornerstone of a transaction for the sale of an LLC will be the issue of the transaction price; without agreement between the seller and the buyer of the price, the transaction will not take place. However, the seller and buyer have different approaches to determining the price.

The seller strives to get maximum profit and compensate for the costs incurred; the buyer looks at alternative costs (creating the same business, acquiring the same licenses, etc.), options for using these assets to their advantage, and synergy with existing assets.

Despite the fact that the same tools can be used for valuation - net asset valuation, discounted cash flow method, based on similar transactions, etc. – the results will vary due to the subjectivity of assessments of a number of input factors - multipliers, discount rates and etc.

As a result, the transaction price will be a compromise developed in the process of negotiations between the two parties.

However, there is another aspect of the assessment - the so-called due diligence procedure due diligence, this is a check of the legal purity of the company, the absence of risks of lawsuits, encumbrances, claims, and obligations. Correct execution of all documentation related to the statutory documents and transactions carried out by the company with its assets. No obligations or debts to the state. This is a specific form of audit of a company before a purchase/sale transaction.

The first and main task of due diligence is to avoid the risk of fraud, and the second is to take into account the buyer’s possible risks in further work with the acquired LLC in the purchase price.

Lawyer's comment

Kirill Nikitin, lawyer at the VEGAS LEX law firm

It must be remembered that due diligence is not a panacea at all, and it is objectively impossible to identify all risks before purchasing an LLC. In this regard, after conducting the inspection, it is recommended to obtain from the LLC and its participant(s) assurance about the circumstances, including the absence of agency agreements, agency agreements or other similar agreements concluded by the Company. This will allow you to take advantage of the wide opportunities provided by Article 431.2 of the Civil Code of the Russian Federation, namely:

  • a party who, when concluding an agreement or before or after its conclusion, gave false assurances to the other party about circumstances relevant to the conclusion of the agreement, its execution or termination (including those related to the subject of the agreement, the authority to enter into it, the compliance of the agreement with the law applicable to it , the availability of the necessary licenses and permits, its financial condition or relating to a third party), is obliged to compensate the other party, upon its request, for losses caused by the unreliability of such representations, or to pay the penalty provided for in the contract. At the same time, recognizing the contract as unconcluded or invalid does not in itself prevent the onset of the consequences provided for in paragraph one of this paragraph (clause 1 of Article 431.2 of the Civil Code of the Russian Federation);
  • a party that relied on unreliable assurances of the counterparty, which are of significant importance to it, along with a demand for compensation for losses or collection of a penalty, also has the right to refuse the contract, unless otherwise provided by agreement of the parties (clause 2 of Article 431.2 of the Civil Code of the Russian Federation);
  • a party that entered into an agreement under the influence of deception or a material misconception caused by unreliable assurances given by the other party has the right, instead of repudiating the agreement, to demand that the agreement be declared invalid on the basis of Articles 179 and 178 of the Civil Code of the Russian Federation (clause 3 of Article 431.2 of the Civil Code of the Russian Federation);
  • the consequences provided for in paragraphs 1 and 2 of Article 431.2 of the Civil Code of the Russian Federation apply to a party that has given false assurances when carrying out business activities, as well as in connection with a corporate agreement or an agreement on the alienation of shares or interests in the authorized capital of a business company, regardless of whether it was whether she is aware of the unreliability of such representations, unless otherwise provided by agreement of the parties. In this case, it is assumed that the party that provided false assurances knew that the other party would rely on such assurances (clause 4 of Article 431.2 of the Civil Code of the Russian Federation).

Procedure for registering the sale of an LLC by the sole owner

Based on the results of the assessment, due diligence, and price approval, the stage of direct implementation of the transaction begins.

There are two ways to implement such a transaction:

  1. The buyer is included in the LLC's membership by increasing the authorized capital.
  2. The LLC is sold through a notary registration of the transaction.

Entry of the buyer into the LLC participants

In general, step-by-step instructions for selling an LLC with one founder in 2017 look like this:

1. A new participant or participants (aka buyer / buyers) is introduced into the LLC with an increase in the authorized capital of the LLC. For this:

  • the buyer or buyers must submit applications to become members of the LLC being sold;
  • the seller, who is also a member of the LLC, must make a decision on increase in authorized capital at the expense of the contribution of the new participant, based on the application;
  • then you should submit documents to the tax authority to register the changes; this can be done within one month from the date of making the additional contribution to the Criminal Code. The following package of documents is required:
    • statements in form P13001 and P14001;
    • decision of a participant of participants) to increase the authorized capital due to the contribution of a new participant;
    • an extract from the bank confirming an increase in the authorized capital by an amount corresponding to the size of the share provided to the new participant;
    • LLC charter in the new edition;
    • list of LLC participants;
    • receipt of payment of state duty.

As a result, upon receipt of documents from the tax office (within 5 days), the list of participants will be replenished with a buyer or buyers of the LLC and you can move on to the next phase of the sale - the seller’s withdrawal from the list of participants.

2. The seller/sole participant leaves the LLC and transfers his share to the LLC, the share is subsequently distributed among the new participants (buyers):

  • the seller draws up a statement of resignation from the membership and transfer of its assets in favor of the LLC;
  • the buyer, being in fact the only participant, makes a decision on the distribution of the share of the seller of the LLC that has withdrawn from the membership, or if there are several buyers, the decision of the general meeting of participants;
  • a decision is made to change the general director of the LLC;
  • A package of documents is prepared and submitted for registration to the Federal Tax Service. Contents of required documents:

The charter of the LLC should not contain restrictions on the entry of third parties into the authorized capital; if there is such a restriction, it will be necessary to first make changes to the charter. At the time of entry of a new participant, the share of the existing one must be fully paid.

Lawyer's comment

Kirill Nikitin, lawyer at the VEGAS LEX law firm

It must be remembered that entry-exit actions in any case are qualified by current legislation as transactions, which gives rise to the obligation to comply with the rules and restrictions established by the regime of joint common property of spouses. In other words, in order to minimize possible risks, it is recommended to obtain the prior consent of the spouse to complete a transaction to become a member of the LLC and withdraw from the LLC.

Upon registration of changes with the Federal Tax Service, the share of the seller (the founder who withdraws from the list of participants) passes to the Company, and the participant himself receives the actual value of his share within three months. An obligation arises to notify banks and counterparties about the transformation that has taken place.

Lawyer's comment

Kirill Nikitin, lawyer at the VEGAS LEX law firm

The company is obliged to pay its participant the actual value of his share or part of the share in the authorized capital of the company or give him in kind property of the same value.

Sale of LLC through notarization

This is a faster and easier way. The buyer and seller must contact a notary, who will take on the task of drawing up a purchase and sale agreement and representing the interests of both parties in the Federal Tax Service.

The following package of documents must be collected for the transaction:

  • a statement in form P14001 containing data of all interested parties to the transaction;
  • LLC charter;
  • decision of the sole founder to create an LLC;
  • a document confirming that this person owns a share in the LLC;
  • a document confirming the fact of 100% payment of the share in the LLC;
  • passports of the seller and buyer;
  • consent of the spouse of the seller and buyer of the share, duly certified by a notary, for the alienation / acquisition of a share of the company or other documents confirming the absence of risks of claims from the founder’s spouse;
  • other documents that may be needed to implement this specific transaction.

If the buyer of the share is an organization:

  • a decision to approve the transaction or a certificate from the purchasing organization if the transaction is not large and/or in which there is an interest (see also financial director and chief accountant: love or hate?) ;
  • charter of the legal entity - the buyer;
  • certificate of state registration of a legal entity (OGRN), TIN;
  • confirmation of the authority of the person signing the documents.

The notary draws up and certifies the agreement for the sale and purchase of shares, prepares and submits the necessary package of documents to the Federal Tax Service. At the same moment, the transfer of money occurs in accordance with the terms of the purchase and sale agreement. After the notary receives documents confirming the registration of changes, the transaction is considered completed.

Advantages and disadvantages of existing methods of selling an LLC

The first method is good because it does not require effort in collecting a large number of documents, and you do not have to pay additional fees and notary services. But this method will require at least a month only for registration actions for the entry of a new participant and the exit of an old one, and here it is necessary to add time for collecting and preparing the necessary documents.

The second method is good, first of all, because it requires much less time, moreover, it does not require changes to the constituent documents and reduces the effort on the part of the buyer and seller. However, it will require costs for notary services and the collection of a large number of documents.

How to sell an LLC with one founder without problems in 2019, if necessary? To implement an LLC, you need to know about some features, knowing which you can easily solve this issue.

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It is no longer uncommon to form an LLC with a single founder. At the same time, many beginning entrepreneurs often fail to cope with the responsibilities assigned to them and decide to sell their organization.

What is the process of implementing an LLC in 2019 with a single founder? What features do you need to know about? Let's consider the questions of interest in more detail.

Basic moments

Based on the legislation of the Russian Federation, a founder means an individual/legal entity that forms a company, organization or firm.

He is considered the full owner of the organization, manages the business process and makes decisions regarding development.

It is important to remember: according to the legislation of the Russian Federation, it is possible to have a single founder in an LLC.

Required terms

If individuals decide to form a company alone, then it will act as the sole owner.

Often citizens have no idea about the meaning of the word “founder” and think that we are talking about the director. However, this is not at all true.

The main function of the director is to organize its business activities in the direction indicated by the owner.

At the same time, the definition of “founder” means a person who is involved in the formation of an LLC “from scratch.”

The director can only skillfully manage this organization, including making decisions on expanding its activities.

In most cases, the director does not have any ownership rights in the organization unless he is one of the founders.

Information regarding each owner must be entered into the Unified State Register of Legal Entities.

In turn, the definition of “LLC” means a company formed by one or more individuals. The authorized capital is divided into several shares.

All LLC participants, without exception, are required to bear the risks of loss within the limits of each allocated share.

It is worth noting: LLC can be established by both residents and non-residents of the Russian Federation. The total number of founders should not exceed 50 people.

Each direct participant of the Company is obligated to contribute a specific amount of share to the authorized capital, which is determined.

All founders quarterly or once a year receive income in the form of dividends in an amount that will be proportional to the share of financial resources they contributed to the authorized capital.
The amount of dividends is calculated by the management body of the Company represented by the owner.

Why is there such a need?

In situations where there is not enough working capital in the organization to purchase costly materials or carry out business activities, management makes a decision to implement

Moreover, if work is carried out ineffectively, the company's management may turn to creditors, but no one is immune from the accumulation of debt obligations.

They can grow to impressive sizes and then the question will be about liquidation or sale of the LLC.

Conventionally, the main reasons for implementing OO can be divided into several categories, namely:

  • economic difficulties (for example, debt, taxes were not paid, and so on);
  • various conflicts that have arisen within the organization;
  • other force majeure circumstances.

In fact, the reasons for selling an LLC can be very diverse. For example, the owner may simply get tired of working in a certain area.

Situations often arise when the heir of the sole founder is offered to sell the LLC. This is a common situation in which it is better for the heirs to sell the company due to inability to conduct business activities.

The legislative framework

Almost all entrepreneurs, without exception, understand perfectly well that the sale of the organization’s property and the LLC itself are different.

The sale of tangible assets is no different from any standard product.

As for the alienation of an organization, this process is regulated by other legislative acts of the Russian Federation.

It is important to remember that the notary office requires the presence of not only both parties to the transaction, but also the spouses who give their consent:

Adjustments in the Unified State Register of Legal Entities After a specified period (5 calendar days), representatives of the tax authority provide documentation that confirms the necessary changes have been made to the constituent information
At the next stage, the seller needs to leave the LLC The only executive body in this situation is considered to be the original owner of the organization. For this reason, it is he who has the right to make a decision regarding the transfer of his share to the second founder and personal withdrawal from the Company
At the final stage, new adjustments will need to be certified At the notary office and the territorial representative office of the tax service. All changes that have occurred in the composition of the LLC's participants are submitted by the notary's representatives to the territorial tax service

It is important to remember: during the application process, no errors or typos are allowed, since in such a situation the transaction will be considered failed.

Can he sell himself

As noted above, in order to be able to sell an LLC with a single founder, the necessary new owner must be included in the founders.

If you pay attention to the fact that the only founder is the seller, then in fact he cannot sell the LLC to himself (it is impossible to re-introduce the same founder twice).

The legislation of the Russian Federation does not provide for a ban, but in fact it is simply impossible. If we talk about the possibility of selling the property of the LLC to yourself, then this is possible.

In this case, the buyer and founder acts as an individual. It is possible to sell the building if necessary.

If a company has debts

To possibly sell/rewrite an LLC with debts, you should follow a clear sequence of actions, which are as follows - you should initially determine the price for which the organization is planned to be sold.

Video: sale of LLC, sell LLC

If the owner has never encountered this situation before, then it will be difficult to carry out this procedure on his own. The best option would be to contact specialists in this field.

It is worth noting that the final price is influenced by factors such as:

  • type of debt held
  • amount of debt;
  • other accompanying nuances.

For example, the cost of selling an LLC with debt obligations to the tax authority can be an order of magnitude higher than with debts to its partners, since this automatically entails a deterioration in reputation.

  1. Next you need to find a buyer. This stage involves providing the maximum benefit from the transaction.
  2. At the next stage, it is necessary to introduce the new owner.
  3. Next, a complete package of necessary documentation is collected, including that required by the new owner.
  4. At the final stage, a document is signed in order to make various changes. This document must be countersigned by the previous and new owners, including a representative of the accounting department.
    It is important to remember: due to recent changes in the legislation of the Russian Federation, the decision regarding withdrawal from the LLC must be certified by a notary authority.
  5. At the end, the sales procedure is carried out.

Separately, it is necessary to remember that the documentation package when selling an LLC with debts includes:

All constituent documents without exception (certificate of official registration, TIN, etc.), which will be necessary to be able to sell the organization
Indicators of the organization's financial statements It is possible that the new owner expressed a desire to protect himself, and thereby demanded that the transaction be completed by an independent specialist, whose duties are to identify pitfalls
Formed conclusion Regarding the financial condition of the organization, which is compiled
Acts Regarding the acceptance of material assets and documentation
All orders without exception Which directly relate to, and transfer of hired employees
Regarding constituent meetings.

Additionally, it is worth remembering that the new owner has every right to appeal to the previous owner for reimbursement of expenses incurred due to his early employment.

Based on the above, answering the question of where to sell an LLC, you can answer - the transaction is carried out at a notary authority.

Is it possible for a close relative

Based on this, transactions regarding the purchase and sale of anything, including the sale of an LLC to close relatives, are not prohibited.

Hello. In this article we will talk about how you can sell a limited liability company without debt.

Today you will learn:

  1. For what reasons are LLCs being sold?
  2. What documents may be needed for the sale.
  3. How to sell an organization without debt.

Reasons for selling the LLC

The most common reason for selling a company without debt is personal financial difficulties, which every person often experiences.

Also, many decide to sell the LLC only because of simple fatigue and reluctance to develop.

If the decision is made, then the sale procedure involves the transfer of 100% of the share in. In practice, it happens that an LLC has several owners. In this case, each owner transfers his share.

Many people have a completely logical question: why do entrepreneurs decide to buy a ready-made company?

There are several answers at once:

  • The company has a good business reputation and its name is well known;
  • In order to start making profits as quickly as possible;
  • In order not to waste time obtaining various licenses;
  • To skip the procedure of going through all authorities.

The founders decide to sell the LLC only because it is primarily profitable, and very quickly. If it takes up to 6 months, then you can sell the company by changing the founder in a month.

Documents required for sale

To sell an LLC with a history, be prepared to prepare all the necessary documentation.

To complete the transaction you will need:

  • The decision on the basis of which (the decision of one founder or);
  • A document confirming that the LLC is and is registered with the tax authority;
  • Agreement with the bank, on the basis of which;
  • A letter from Rosstat, according to which the LLC was assigned statistical codes.

You will also need to prepare a document in which the new owner of the LLC will see that the company is registered with the compulsory health insurance fund and the Pension Fund and the Social Insurance Fund.

Additionally, it is worth taking into account that, in addition to documents, the LLC must have a seal indicating the full name of the company and details. You can complete a transaction only if you have this seal.

Since in practice there are non-standard transactions, the full package of documents that is necessary in your case should be checked with the notary who will take part in registering the transaction.

Step-by-step instructions for selling an LLC

It is necessary to take into account that the founder can sell an LLC without debt either independently or with the help of qualified employees who, for a fixed fee, are ready to prepare everything and carry out the sale procedure quickly and efficiently.

In practice, company representatives request from 1 to 3% of the transaction amount for their services.

Since not every entrepreneur is ready to give such an amount, let’s look at how to sell a company yourself and.

Step 1. Determining the value of the company.

Before deciding on a buyer, it is necessary to clarify financial issues and determine what the sale price will be.

For assessment, there are companies that analyze enterprise performance taking into account the region, customer base and personnel.

To determine the value, you will need to provide the appraisal company with the company’s balance sheet and other valuable documents that will indicate that the LLC has no debts.

Step 2. Determine the sales method.

In practice, there are only two options for selling a company without debt. The first is through a change of founder.

You can also sell a company through, but this method is not always suitable for the seller and the buyer, as it takes a lot of time.

And then, according to the legislation of the Russian Federation, certification of the LLC purchase and sale agreement must be accompanied by the payment of a state duty. Its amount can range from 1,500 to 150,000 rubles and depends directly on the size of the business being sold.

Step 3. Preparation of documents.

Once a buyer is found, it is necessary to prepare a complete package of documents, depending on the type of transaction. As already mentioned, the list of required documents can be checked with the notary who will take part in the sale of the company.

Step 4. Submission of documents.

As soon as all the documentation is in order, it must be submitted to the tax authority.

Step 5. Receiving documents.

5 days after submitting documents to the tax authority, the entrepreneur will need to apply again and receive:

  • A document confirming that changes have been made to the Unified State Register of Legal Entities;
  • New LLC charter.

If you do not have the opportunity to personally apply for documents, you can request them by mail. In this case, at the stage of submitting documents, you will need to write a statement in which you need to indicate the address for receiving this correspondence.

Step 6. Notifying partners.

Since the owner of the LLC has changed, regular partners should be aware of this change. To notify you, you will need to send an official letter to each partner.

This concludes the procedure for selling the LLC, and the new owner can completely dispose of his company.

Difficulties that may arise during the sale

Since the sale of a company is a very responsible procedure, some difficulties may arise during the sale. The main thing is that you can find out about this now and avoid them during the sale of your LLC.

Difficulties when selling:

  1. LLC cost.

Determining the cost is the main difficulty, since many buyers are ready to trust only the assessment of a specialized company. It is no secret that such institutions can set a price that is several times less than the real one.

But there are buyers who are ready to evaluate the profitability of the LLC themselves, study all the documents of the enterprise and agree on the cost. Perhaps this is the best option for determining the cost.

  1. Current accounts.

If a company has been present on the market for a long time, then all outgoing and incoming transactions go through an account opened with a partner bank.

Regular customers can make monthly deductions without specifying the LLC details. Therefore, it will be necessary to resolve the issue and transfer it to the new owner, otherwise he will not be able to manage the company’s finances. In this case, there is no need to open a new account.

In fact, this is a fairly simple procedure in which the previous owner must contact the bank with the new owner and write a corresponding application. As a rule, this procedure takes no more than 20 minutes.

The need to sell an LLC can be due to a large number of different reasons. If you want to sell a company, then you need to learn how to sell an LLC correctly. In any case, you need to be prepared for the fact that this procedure will take from one to three months. In order to sell an LLC, you must:

  • give an accurate assessment of your company;
  • find a company that can provide legal support;
  • find a buyer;
  • prepare the necessary documents;
  • re-register the LLC.

There are several options for how you can sell an LLC. It is worth considering them in detail.

Introducing a new co-founder

A share in an LLC can be sold by introducing a new co-founder. After this, the remaining shares can be transferred to the new co-founder. This will enable you to change the owner of the company. This procedure is carried out as follows.

First stage

It is necessary, based on the application of the new LLC participant, to make a decision on its introduction. The application should be drawn up in form P14001. After this, it must be certified by a notary. This application must provide information about the new participant and the emergence of the right to a new share of the LLC. Next, the notarized application must be registered within three days at the place of registration of the LLC with the tax authority.

Second phase

In five working days, the tax office will have to issue a certificate of state registration of changes in the company’s constituent documents. After this, it will be necessary to draw up a decision of the founder on the transfer of his share of the LLC to the new co-founder and his removal from all participants of the company. This application will also need to be certified by a notary and registered at the place of registration of the company with the tax authority. Please note that all transactions made with shares in an LLC, as well as changes in the authorized capital, must be certified by a notary and registered with the state registration authority.

Putting a company up for sale

There is another way to sell an LLC. This can be done by putting the company up for sale. Before putting it up for auction, it is necessary to organize an audit of the LLC in order to make a preliminary assessment based on its results. This way, a potential buyer can be sure that the company is real and conducted its business activities without violating the law.

How to find a buyer for an LLC

There are several ways to find a buyer for an LLC. They all have their pros and cons. To find the most suitable method for you, you should consider them in detail.

  • Search for a buyer among your business partners and acquaintances.

This is the most ineffective method, since it is suitable only for a very narrow circle of business owners. The advantage of this option is the relative safety of financial costs. The main disadvantage is the small number of potential buyers.

  • Placing advertisements in newspapers.

If you are deciding how to sell an LLC company and decide to resort to this method of finding a buyer, then you should take into account that this option is extremely unprofitable. It can only be effective for small businesses that are actively in demand among the most ordinary buyer. The advantages of this option of finding a buyer for an LLC include the low cost of posting an ad.

  • Place an ad on paid business sites.

Placing an ad on 4-5 large sites can attract a fairly large number of potential buyers. However, the cost of submitting an ad on such sites is quite high, which puts a big minus on this option of finding a buyer.

  • Contact business brokers.

The most profitable way to sell an LLC is to seek help from business sale specialists. Business brokers use in their work not only the above methods of finding a buyer, but also many others, taking into account their own experience in selling a business. It is also worth paying attention to the fact that each professional broker has its own established base of investors and buyers.

How to sell LLC property

Sometimes it may be necessary to leave the LLC and at the same time take back the acquired property. How to do this? In this situation, the ideal way would be to sell the company's assets. Moreover, almost all of this is carried out through the sale of a share in the authorized capital of the LLC to the buyer. After the sale, the buyer receives the right to own the property, which he can dispose of at his own discretion. To implement this procedure for selling a share, it is recommended to seek help from a notary. In any case, his help will be necessary, because it is the notary who will draw up the notarization after the collection and execution of documents. Within three days, the notary will have to submit to the registration chamber an application for amendments to the Unified State Register of Legal Entities. Also, in addition to the application, you must also provide an agreement. After carrying out this procedure, you will easily figure out how to sell a share in an LLC, and the problem of dividing the company will be solved. The buyer takes ownership from the date of notarization of the purchase and sale agreement.

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