Support of purchase and sale transactions with LLC, OJSC, CJSC shares

“Business Solutions” company offers professional support and legal assistance in purchase and sale transactions with LLC, OJSC, CJSC shares.

Transactions of purchase and sale of LLC shares are performed in two basic forms:

- sale of LLC shares to a member of the company or to the company itself;

- sale of LLC shares to a third party.

The sale of LLC shares to a member of the company.

In 2009 significant changes to the legislation concerning the activities of a limited liability company were made. In particular, they affected the procedure of alienation of shares in the authorized capital of a LLC. Innovation was the requirement to perform most of these transactions on alienation of shares with the presence of a notary.

Federal Law "On Limited Liability Companies" establishes that a transaction aimed at alienation of a share or part of a share in the authorized share capital of a company is subject to notarization. Non-observance of notarial form entails the invalidity of the transaction.

In addition to the need to involve a notary or creation of a situation in which you can do without his services, transactions for purchase and sale of shares have many different nuances.

Sale of a share of the authorized capital of a LLC and the subsequent withdrawal of a member from the company requires preliminary preparation and compliance with the regulations. Thus, all members of the company should be warned about the impending sale of a LLC share not less than 30 days before. In accordance with generally accepted rule, in transactions with shares they have the right of pre-emption. The charters of individual companies may prescribe a fixed price and other special conditions that must be carefully considered in order to conduct a transaction with maximum benefit and in full accordance with the law and the regulations of an organization.

The sale of a share to a LLC member must be reflected in the Unified State Register of Legal Entities. Violation of this rule makes it possible to dispute the procedure or to invalidate it. In addition, the charter in case of sale of a LLC share without a notary may require to get approval of each member of the company for the transaction. If such approval is not necessary, the sale of LLC shares without notary is carried out in accordance with the general provisions of law. The transaction is considered complete after state registration of the changes is made in USRLE.

Sale of a LLC share without a notary allows to avoid some drawbacks of notarial procedures that in certain situations become critical. For example, it is often necessary to carry out withdrawal of a member from a company quickly, but a notarized transaction requires a lot of time to prepare a large set of properly executed documents, standing in queues, waiting for delivery of the documents from a notary office to IFTS and so on. In addition, sale of a LLC share without a notary does not require personal presence of each of the parties, that is often difficult to provide. It often happens with sale of a share in the authorized capital that solid part of payment goes on notary fees, the amount of which can easily reach tens of thousands of rubles.

Sale of a LLC share to a third person

If alienation of a share in the authorized capital is provided to a person who is not a member of the company, in this case notarization of the transaction is obligatory. Sale of LLC shares to a third party can not be carried out without informing other members of the organization. Moreover, in case of withdrawal of a member from the company and sale of his part of the company share, other members have a preferential right to buy it. Sale of shares of a company also requires preparation. Thus, all members of the company no less than one month before the proposed date of the transaction must be provided with an offer (bid). It contains a proposal for the purchase and sale of shares of one of its founders. If none of the direct participants of the company is interested in the purchase, then alienation of a share to a third party can take place. In this case the price of sale of LLC shares to a third party cannot be lower than that previously proposed to other members of the organization.

If at least one of these requirements is violated, the alienation of shares in favor of the third-party purchaser may be challenged.

In this regard, in such transactions all the participants must be especially careful not to become a victim of their own inattentiveness or someone else’s fraud.

Transactions of purchase and sale of OJSC and CJSC shares.

Purchase and sale of shares is one of the most common procedures in business of joint-stock companies.

If you need to sell your shares of the company, or vice versa, you want to become the owner of a stock of shares, then to perform this kind of transaction you need assistance of qualified lawyers.

The procedure for transactions of alienation of shares is quite complex and is not limited to drawing up a sale contract. After signing the sale contract a thorough job of transaction documenting is required. Thus, after conclusion of the contract of purchase and sale of shares, the transaction shall be registered. Ownership of shares to the buyer occurs only when the transaction is confirmed by the registration authority.

Purchase and sale of shares also requires other formal procedures, in the course of implementation of which you will need professional legal assistance. In particular, if the seller acquired the shares by inheritance, it requires a tax clearance certificate from tax authorities confirming the absence of arrears on taxes for the property which was received as a gift or inheritance. If the securities were acquired by the seller as a result of transactions for consideration at the time when he was married, the sale of shares will require a notarized spousal consent to conduct the transaction.

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