How to arrange the withdrawal of a foreign founder from an LLC

Dec, 14 2023

There are certain rules for the withdrawal of a foreign founder from an LLC. There are two options:

1. the withdrawal of a participant from an LLC assumes that his share passes to other participants or to the company itself (if the very possibility of withdrawal is provided for by the charter);

2. sale of a share if it is not prohibited by the articles of association. When selling a share, the preferential right of participants to purchase (if there is such a restriction) may also be provided to third parties.

Also, the company itself can buy out the share after the participants refuse to purchase.

In the case of the first option, it is necessary to make sure that such an option is in the charter. If such an opportunity is not prescribed, it is required to amend the articles of association with the consent of all participants of the LLC or to demand the redemption of a share by the company.

To change the charter, it is necessary to hold a meeting of participants and make a decision on the following issues:

• transition from a standard charter to an individual one (2/3 of the votes of the participants are required)

• approval of the participant’s right to withdraw from the company (in this case, it is necessary that all participants vote IN FAVOR)

The next step is to register a new version of the charter with the Federal Tax Service.

To register the withdrawal of a non-resident from an LLC with several participants, a written statement on the withdrawal of a non-resident is required, which is certified by a notary.

The notary can:

• submit an application to the Federal Tax Service for amendments to the Unified State Register of Legal Entities — within one working day;

• submit to the LLC a certified participant’s withdrawal application and a copy of the application to the Federal Tax Service — within two working days.

For the second option, you should make sure that there is no prohibition on selling shares to third parties. You also need to check whether other participants have a pre-emptive right to purchase a share. If there is a ban, and the participants refuse to buy a share, the next stage will be the purchase of the share by the company itself.

If the participant is a non-resident of an unfriendly country, then permission from the Government Commission for Monitoring Foreign Investment will be required. Such permission will be needed both to exit the company and to sell a share. This is due to the increased control over foreign transactions.

Registration of the sale of the share and the withdrawal of the participant takes place in the tax authorities. The tax inspectorate at the location of the LLC registers changes in the Unified State Register of Legal Entities within five working days and sends an electronic statement to the address indicated in the application. The share in the authorized capital is transferred to the company’s balance sheet from the date of registration of changes in the Unified State Register of Legal Entities

To settle with the former participant, he is paid the actual value of the share, which is calculated from the difference between the value of net assets and the authorized capital.

After the share is paid, tax consequences arise, both for the LLC and for the exited participant. Taxes must be withheld before transferring money to a non-resident if he is a foreign citizen or a foreign company without a representative office in the Russian Federation. If this is not done, the organization will have to pay taxes at its own expense.

Author of the article
How to arrange the withdrawal of a foreign founder from an LLC
Valentina Khlavich
Managing Partner
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