How to prescribe in the charter the inheritance of shares to children. Inheritance of a share in the authorized capital. Enterprise inheritance. Security and management

If at the time of the death of the testator he owned shares in the authorized capital of a limited liability company, then such a share will be included in the inheritance mass as a set of rights and obligations in relation to this company.

If the participants are against

According to Part 6 of Art. 93 of the Civil Code of the Russian Federation and Part 8 of Art. 21 of the Federal Law of 02/08/1998 N 14-FZ “On Limited Liability Companies” (hereinafter referred to as the LLC Law), shares in the authorized capital of the company a priori pass to the heirs of the citizens who were its participants, unless otherwise provided by the company’s charter.

The specified document may also stipulate that the transfer of a share is permitted only with the consent of the remaining participants in the company.

According to Part 5 of Art. 23 of the Law on LLC, if the consent of the participants is not obtained, on the day following the expiration date of the period established by law or the charter for obtaining such consent, the share of the deceased participant passes to the company.

Even if the participants refused to transfer the share to the heirs, the heirs receive a certificate of the right to inheritance, and on its basis they receive the cash equivalent of the share.

In this case, the company pays the heirs the actual value of the share, determined on the basis of the financial statements for the last reporting period preceding the day of death of the participant, including by depositing it with a notary (Appeal ruling of the Moscow City Court dated January 28, 2015 in case No. 33- 2311), or with their consent gives them property of the same value in kind.

Security and management

Protection and trust management of shares in the authorized capital of an LLC is established for the normal course of work of the company during the period necessary for the heirs to enter into inheritance.

An application for the establishment of trust management of the shares of the deceased may be submitted to a notary:

from other members of society;
one or more heirs;
representatives of the guardianship and trusteeship authority (in the case where among the interested parties there is a minor or another person over whom guardianship or trusteeship has been established);
creditors;
representatives of local government;
other interested parties.

If these persons do not exercise their right, other participants in the company will be able to make management decisions without their consent (Resolution of the Twenty-first AAS dated July 19, 2016 in case No. A83-5810/2015).

In order to identify inherited property, the notary sends requests to various organizations in which it may be located, including the organization whose owner (or co-owner) was the deceased. And the recipients of the request, in turn, are obliged to provide him with information about such property.

If the company does not provide information, the heir has the right to apply to the court with a claim for recognition of ownership of the share (Appeal ruling of the Moscow City Court dated June 26, 2015 in case No. 33-22283/15).

To conclude a trust management agreement, a notary, at his discretion, may:

agree on the candidacy of the trustee with the heirs;
appoint a trustee yourself.

After this, the corresponding agreement is concluded by the notary (as the founder of the management) and the person chosen to manage the share.

If, in order to establish trust management, the company's charter provides for obtaining the consent of the participants, then the person who applied to the notary for the establishment of trust management sends a request to the company to obtain such consent. If consent is not received within the period established by the charter, the share passes to the company, and trust management is not established.

If there are minors among the heirs, prior permission from the guardianship and trusteeship authority is required to enter into an agreement.

To make appropriate changes to the Unified State Register of Legal Entities on the establishment of trust management of shares of the authorized capital of the company, the notary sends to the registration authority an application drawn up in the prescribed form and a notarized copy of the death certificate of the testator.

Registration of shares by heirs

According to Part 10 of Art. 21 of the Law on LLC, if the company’s charter provides for the need to obtain the consent of the company’s participants to transfer a share to a third party, such consent is considered received if all the company’s participants, within thirty days or another period determined by the charter from the date of receipt of the application, submitted written statements about consent to transfer the share or within the specified period, written statements of refusal to give consent to transfer the share are not submitted.

In accordance with Part 16 of Art. 21 of the LLC Law, within three days from the moment of receiving the consent of the participants, the company and the body carrying out state registration of changes made to the Unified State Register of Legal Entities must be notified of the transfer of the share by sending application R14001.

According to the Methodological Recommendations on the topic “On the inheritance of shares in the authorized capital of limited liability companies”, approved at the meeting of the Coordination and Methodological Council of Notary Chambers of the Southern Federal District, S-K, Central Federal District of the Russian Federation on May 28 - 29, 2010, for registration of inheritance rights to a share in the authorized capital LLC heirs must submit the following documents:

charter (copy of the charter) of the LLC as amended in force at the time of opening of the inheritance;
an extract from the Unified State Register of Legal Entities, received no earlier than five working days before presenting it to the notary;
documents confirming that the share belongs to the testator (decision to create an LLC, certificate of inheritance, certificate of ownership of the marital share, court decision, minutes of the general meeting of participants, agreement or other document on the basis of which the participant acquired the share);
a certificate from the company confirming payment of the share by the testator;
report on the market value of the share determined by the appraiser (expert);
list of society members.

If among the heirs there is a spouse of the deceased, the spousal share may first be allocated from the latter’s share. In this case, the part of the share that remains after the allocation of the marital share will be inherited.

To formalize his rights, the surviving spouse submits to the notary:

a statement that the regime of joint property of the spouses has not been changed by the marriage contract;
documents confirming the acquisition of a share during the marriage and on a compensated basis.

For the marital share, the notary issues a certificate of ownership to the surviving spouse. The specified document is issued regardless of whether the deadline for issuing a certificate of inheritance has arrived. Lawyers https://site/wp-content/uploads/2017/11/logo1-300x40.png Lawyers 2016-12-10 18:10:31 2016-12-10 18:10:31 Inheritance of a share in the authorized capital of an LLC

Inheriting a share in an LLC after the death of one of the participants is a complex procedure that requires legal literacy from the heir and must be carried out with the help of a notary. The lawyer’s task is to explain to the successor the consequences of obtaining the right to own a part in the LLC, as well as to resolve issues when renouncing his part in favor of the rest of the company or third parties.

The procedure for transferring rights is regulated by Russian Federation Law No. 14-FZ. Within the framework of its articles, the conditions for receiving an inherited share are prescribed. The main one is that the heir must meet all the rules of an open society. The inheritor must be competent to manage his share. If an individual does not have such skills, participants may refuse to provide him with a share. This is done in order to avoid negative consequences for the financial stability of the organization due to its incompetent management.

Features of the procedure

There are three forms of inheritance:

full-fledged;
limited;
prohibition of inheritance.

With a full form of inheritance, the heir does not need permission from other LLC participants to carry out the activities of the participant. The inherited person simply starts activities without any proceedings. This form of transfer is very rare both in the Russian Federation and abroad, since the heir may be an incompetent person. Management by such a participant can lead to a deterioration in the condition of society, up to and including its complete ruin.

The most preferred option today is a limited form of share transfer. In this case, it may or may not be inherited. Everything depends on the decision of other participants in the production cooperative. The heir, together with the notary, must contact them for an appropriate decision. Within 30 days, members of the organization must respond with consent or refusal.

If consent is given, the heir becomes a full participant in the organization and conducts all affairs on an equal basis with other participants. If the decision is positive, he is usually given the right of trust management.

In case of refusal, the heir is entitled to a compensation payment for his share. It should be equal to the actual cost calculated by the expert. The expert must be a third party not involved in the affairs of the organization.

If the amount of payments seems unfair to the inheritor, he can try to challenge the decision in court.

Differences between forms of inheritance:

Not limited. Participant consent is not required.
Limited. The consent of the LLC members is required.
Prohibition of inheritance. Compensation is paid, but you cannot become a member of the company.

Who can be an heir and what to do if there are no heirs

The heir can be any person specified by the previous (deceased) owner in the will. Transferring a share through a will is the preferred method of inheriting it. With it, there is less likelihood of refusal by other participants in society. When transferring a share through a will, the owner usually chooses a qualified successor who can continue his legacy. In this case, the heir can easily obtain the consent of other participants to take over his part of the property and begin to fully participate in the affairs of the LLC.

If there is no will, the inheritance of an LLC with a single founder or the share of an organization with several shareholders is inherited according to all the rules for the transfer of property, that is, it is given to the closest relative. Most often this is a wife, but it can also be a child or any distant relative. Priority relatives are those who are closely related to the deceased. These include natural and adopted children, parents, spouse. If there are none, the inheritance will be divided among more distant relatives, taking into account the legal order.

When inheriting a share in an LLC after the death of the only participant (if the heirs have not properly completed the documents within 6 months or there are no legal successors), the share in the LLC passes entirely to the members of the company. The remaining participants must hold a council at which they will decide on the redistribution of this share. There are three options for disposing of the remaining portion:

The share is redeemed. Capital becomes less by the amount of its value.
The share is resold (in whole or in part) to one or more members of the company or third parties. The LLC has 30 days to transfer rights.
The portion is distributed equally among the remaining participants.

When the heir is a minor, the right to manage the share passes to his official representative. You can sell the share of a minor by obtaining permission from the guardianship authorities. If the heirs are a parent and a child, when the shares in the LLC are transferred by inheritance, the rights are divided in half.

The procedure for accepting a share by inheritance: where to start, stages, documents

If an individual claims to receive an inheritance, he must first contact a notary. The specialist will issue a special certificate. This document is required to accept the inheritance. Next you need to prepare:

passport;
proof of family ties or a will;
certificate confirming the death of the testator;
certificate from the place of residence of the deceased.

These papers are presented during any inheritance procedure. It is also necessary to prepare a package of documents related to the LLC:

certificates confirming payment of the share in the LLC by the previous owner (contribution of the share by a relative of the applicant);
documents confirming ownership of shares;
charter document of the company;
a list of all participants in an open society.

If the company has not imposed a ban on inheritance, then immediately after contacting a notary with these documents, you can calculate the value of the share. It is recommended to do this before contacting a legally authorized person, so as not to delay the procedure. Based on the cost estimate, the amount of state duty that must be paid in accordance with the law will be calculated.

Close relatives pay 0.3%, no more than 100 thousand rubles, and distant relatives are subject to personal income tax equal to 0.6%, but no more than 1 million rubles.

After paying the tax interest, ownership is registered and information is entered into Rosreestr in accordance with the changes that have entered into force.

If ownership needs to be agreed upon, then before applying for registration of a participant with Rosreestr, you must, together with a notary, submit an offer to the company or to all its participants in order to obtain consent to join the organization. In case of refusal, compensation is calculated and awarded to the heir. If he agrees, the legal successor is sent to Rosreestr and submits a corresponding application, the algorithm for filling out which will be explained by employees of the Rosreestr branch or a notary.

In case of a ban on inheritance, there is no need to contact the organization's members. It is enough to evaluate the share and obtain payment of its value.

Trust management of shares

Trust management (TD) is a document that allows you to participate in the affairs of an LLC until the full receipt of a share by inheritance. This moment does not exceed six months. The deed of ownership is issued to the heir to the LLC share until the circumstances of its transfer are clarified.

DU is prescribed in the following cases:

the heir has not yet received ownership, since the legal transfer of property after the death of the owner has not yet occurred;
Participants in an open society are considering the issue of accepting the heir into the society.

A trust is established based on a decision of the company or, if the only participant has died, with the help of a notary. Both the heir himself and other members of the society can ask for a trust.

A person who has received the right of trust management can be a full participant in the organization. There are some restrictions:

It is prohibited to dispose of the organization’s property (transfer, sell) unless there is appropriate permission.
You cannot conduct business to the detriment of the interests of other participants and the LLC as a whole (to be discussed separately).
It is imperative to keep reports on the activities performed and submit them to the founder of the management company (society).

It is recommended that the trust management agreement be spelled out in detail to avoid excess of authority and to clearly indicate all existing restrictions. The optimal case of trust management is when the participants of the organization themselves establish it, recognizing the heir and allowing him to conduct business even before receiving full ownership rights. In this case, the manager’s additional right to dispose of the property is usually prescribed.

The trustee has the right to decide on the appointment of managers of the organization. Thus, even nominating oneself for the post of director is not prohibited by law.

Prohibition on inheritance

In some cases, LLC participants discuss the issue of inheritance in advance and exclude the possibility of transferring a share under a will or to one of the relatives. In this case, the heir does not have the right to join the circle of members of the society. The procedure for considering his role (whether to allow him to take a share or not) is not discussed. The heir is immediately informed of the impossibility of conducting business.

However, the prohibition on entering into inheritance does not mean that the person who is the inherited person does not receive anything. As in the case of the refusal of members of the company to accept a new participant, the heir is entitled to monetary compensation. It is assigned according to expert calculations.

There are cases, for example, when the heir is dissatisfied with the payment given to him and demands a larger amount of compensation. To avoid this, it is recommended to establish a meeting and conduct a full collection and analysis of all accounting reports. It is on the basis of accounting that payments are made to the heir. Clearly defined calculation steps and systematized accounting will help avoid problems in the event of litigation.

Subtleties of the procedure

The main subtleties of the procedure are related to obtaining consent to take ownership and payments in case of refusal to accept an heir into the LLC. In the first case, you need to send a request to all participants in a special way; in the second, you need to involve a third party who will calculate the amount of payments according to a certain formula.

A request to participants to consider accepting a new member must be submitted in writing. Either a general offer is sent to the official address of the company, or a separate letter for each shareholder. The application must be drawn up in the presence of a notary. No more than 30 days should pass from the moment of sending to receiving a response. If this period is exceeded, you need to contact a notary or lawyer. An expert will advise on the course of action.

Calculation of the actual cost of the share also deserves special attention. It is carried out according to the formula:

As a result, we get the cost. It is imperative to use the services of a financial expert so that he can correctly determine the cost, taking into account all the information from the accounting department. Only approved financial statements of the organization are taken into account.

Thus, when one of the LLC members dies, his share can be distributed among the members, sold, redeemed, or inherited. A person who has the right by inheritance to become a member of the company can either go through all the procedures and become a full member of the organization, or receive a refusal and compensation payment. Since the procedure for preparing documents and taking ownership is quite complicated, all actions should be performed based on the recommendations of a personal lawyer (notary). It is he who issues the certificate of inheritance.

The grounds and rules for inheriting a share in the authorized capital of an LLC are regulated by the Civil Code of Russia (Civil Code of the Russian Federation) and the Law of 02/08/1998 N 14-FZ “On Limited Liability Companies” (hereinafter referred to as the LLC Law). Depending on the content of the charter of the LLC, the heir receives a share in the authorized capital and can formalize membership in the LLC, or compensation, in money or in kind, for its actual value.

Company or money

Clause 8 art. 21 of the LLC Law establishes the unimpeded transfer of a share in the authorized capital to the heir of an LLC participant, unless the company’s charter provides otherwise.

The LLC charter may contain significant restrictions on the transfer of shares in the LLC by inheritance:

1. Prohibition of transfer of the right to participate in an LLC by inheritance. Then the heir receives compensation in the amount of the actual value of the share due to him, in cash or in the form of property of the same price, no later than 1 year from the moment the share is transferred to the LLC.

After the LLC pays compensation to the heir, the share may:

become the property of the LLC and be distributed among its members;
be sold to a third party;
be repaid: by decision of the LLC, the authorized capital is reduced by the size of this share.

Changes must be recorded in the minutes of the general meeting and registered in the Unified State Register of Legal Entities (USRLE).

Compensation payment is not made if the LLC has signs of insolvency (bankruptcy).

2. Condition for obtaining written consent of the company members to transfer the share. The algorithm for obtaining consent provided for by the LLC charter may be different, depending on the grounds for transferring the share to third parties. The condition of mandatory consent, which appeared in the LLC charter after the death of the testator participant, does not apply to his heirs.

The heir sends a notarized offer/written appeal to all shareholders. No later than 30 days or the period established for this by the charter of the LLC, they must give a written positive or negative response.

If the agreement is unanimous, the share is inherited; if not, the heir is paid compensation, cash or in kind.

Any decision, terms and mechanism for its implementation are fixed in the minutes of the general meeting of the company.

2.1. Positive decision. The consent of the LLC members to transfer the share was obtained if all LLC participants submitted written statements about this or did not submit a written refusal to give such consent.

2.2. A written refusal by even one member of the company means that the inherited share is transferred to the LLC, and the heir is reimbursed the actual value of his share, determined from accounting documents for the last reporting period. If the heir does not object, compensation can be made by issuing the property.

The procedure for accepting an inherited share

If there is no restriction on the inheritance of a share in the LLC in the LLC charter or the prescribed condition for the consent of all LLC participants is met, the heir can proceed to register ownership of the inherited share.

The inheritance procedure is standard.

1. An application for the issuance of a certificate of the right to inheritance is drawn up at the notary. For this we provide:

death certificate of the testator and certificate of his registration at his last place of residence;
applicant's passport;
will, if any;
a document confirming the relationship of the applicant with the testator;
an extract from the Unified State Register of Legal Entities for the company in which the share is inherited. Available for free on the official website of the Federal Tax Service, in the “Electronic Services” section;
a document proving the testator's right to a share in the LLC;
assessment of the market value of the share. Compiled by a licensed expert after reviewing the financial and management statements of the company. Based on the assessment received, the amount of the mandatory state duty is calculated;
a copy of the LLC charter. If the company refuses to provide a charter, the heir is guided by the provisions of the LLC Law, and the company acts in accordance with its charter;
A list of company members may be required.

2. The LLC is notified in writing of the heir’s intention to become its participant. An appropriate statement in any form is sufficient. Until the certificate of right to the inherited share is provided and changes are made to the Unified State Register of Legal Entities, the composition of the LLC's members will remain undetermined; the share can be managed by a trustee, in accordance with Art. 1173 Civil Code of the Russian Federation.

3. A certificate of the right to inheritance is issued by a notary 0.5 years from the date of death of the testator, after the heir has provided the necessary documents and paid the state fee/notary fee in accordance with paragraphs. 22 clause 1 art. 333.24 Tax Code of the Russian Federation:

0.3% of the valuation of the share, but not more than 100 thousand rubles, - for close relatives (first degree of relationship);
0.6%, but not more than 1 million rubles, for others.

The certificate becomes the basis for the general meeting of the LLC.

4. After receiving an extract from the minutes of the meeting that accepted the heir as a member of the company, all that remains is to contact Rosreestr with a notarized application to make changes to the Unified State Register of Legal Entities. Documents confirming the grounds for transfer of the share are attached to the application.

If there are no heirs, are excluded from inheritance, do not accept or refuse the inheritance, the inherited share in the LLC is considered escheated property and becomes the property of the Russian Federation. If neither the heirs nor the state apply to the LLC for a long time, the LLC itself has the right to take the inherited share onto its balance sheet.

Video: Registration of an inherited share in an LLC

A certificate of the right to an inherited share in an LLC or a court decision resolving a dispute about the right to a share in an LLC is a sufficient basis for registering the heir’s participation in the relevant LLC or for him to receive monetary or property compensation. Until the presentation of title documents, the heir to the LLC is considered a third party and can be admitted to management only after entering his data into the Unified State Register of Legal Entities.

The founder and his company: all questions [From creation to liquidation] Anishchenko Alexander Vladimirovich

5.3. Payment of a share to the heir of the deceased founder

Paragraph 2 of Article 218 of the Civil Code of the Russian Federation establishes that in the event of the death of a citizen, ownership of the property belonging to him is inherited by other persons in accordance with a will or law.

As stated in paragraph 6 of Article 93 of the Civil Code of the Russian Federation, shares in the authorized capital of a limited liability company pass to the heirs of citizens, unless otherwise provided by the charter of the company.

The company's charter may provide that the transfer of a share in the authorized capital to the heirs of citizens who were participants in the company is permitted only with the consent of the remaining participants in the company.

Refusal to consent to the transfer of a share entails the obligation of the company to pay the specified persons its actual value or give them in kind property corresponding to such value, in the manner and under the conditions provided for by the law on limited liability companies and the charter of the company.

The issue of transferring a share by inheritance is discussed in paragraph 8 of Article 21 of Law No. 14-FZ.

In accordance with this law, shares in the authorized capital of the company pass to the heirs of citizens, unless otherwise provided by the charter of the limited liability company. Also, the charter of the company may provide that the transfer of a share in the authorized capital to the heirs of persons who were participants in the company is allowed only with the consent of the remaining participants in the company.

The company's charter may provide for different procedures for obtaining the consent of participants to transfer a share in the authorized capital of the company to third parties, depending on the grounds for such a transfer.

In the case under consideration - in accordance with the general rule of paragraph 10 of Article 21 of Law No. 14-FZ - consent is considered to be received provided that all participants of the company within thirty days (or other period determined by the charter) from the date of receipt of the corresponding application or offer by the company are presented to it drawn up in a written statement of consent to transfer the share to a third party or within the specified period, written statements of refusal to transfer the share are not submitted.

Before the heir of a deceased member of the company accepts the inheritance, management of his share in the authorized capital of the company is carried out in the manner prescribed by the Civil Code of the Russian Federation.

Thus, Article 1173 of the Civil Code of the Russian Federation states that if the inheritance includes property that requires not only protection, but also management, for example, a share in the authorized capital of a company, then the notary, in accordance with Article 1026 of the Civil Code of the Russian Federation, as the founder of trust management, enters into an agreement trust management of this property.

In the case where inheritance is carried out under a will in which an executor of the will is appointed, the rights of the founder of the trust management belong to the executor of the will.

Thus, heirs can take ownership of shares only if the rest of the company does not object to this. And they may well object.

In this situation, the company is obliged to pay the heirs the actual value of the share. It is calculated on the basis of the company’s financial statements for the last reporting period preceding the day of death of the company participant.

Instead of money, with the consent of these persons, the company may give them in kind property of the same value.

However, the most unpleasant fact for this category of people is not even the refusal to be accepted into society.

Paragraph 8 of Article 23 of Law No. 14-FZ says the following. “The company is obliged to pay the actual value of a share or part of a share in the authorized capital of the company or to issue in kind property of the same value within one year from the date of transfer of the share or part of the share to the company, unless a shorter period is provided for by this Federal Law or the company’s charter.”

A shorter period is provided precisely for the case when the founder leaves the company. The above category does not fall under this category, which means that, in general, these individuals will have to wait a whole year for payment of the actual value of their share.

We already know how to calculate the actual value of a share. Let's deal with tax issues.

First, you need to deal with personal income tax. How will taxation be carried out in this case? After all, apparently, payment to the heir of the actual value of the share of the deceased founder is not in this case a sale of the share.

There is a letter from the Department of Tax Administration of Russia for Moscow dated June 23, 2003 No. 11–14/33275, which discusses a similar situation. Tax authorities came to the following conclusions.

On the one hand, it is necessary to pay personal income tax at a rate of 13% only on the amount that exceeds the amount of the down payment. This follows from the provisions of subparagraph 5 of paragraph 1 of Article 208 and Article 209 of the Tax Code of the Russian Federation. The company paying the income is also obliged to calculate the amount of tax, withhold it and transfer it to the budget.

On the other hand, in accordance with paragraph 18 of Article 217 of the Tax Code of the Russian Federation, income in cash and in kind received from individuals by inheritance or gift is not subject to personal income tax.

Thus, tax officials believe, the amount paid by the company to the heir in the amount of the value of the share in the authorized capital owned by him on the basis of a certificate of inheritance is not subject to personal income tax.

This point of view was confirmed by Moscow tax authorities in a letter from the Department of Tax Administration of Russia for Moscow dated September 5, 2005 No. 28–11/62865.

He indicated that in accordance with paragraph 18 of Article 217 of the Tax Code of the Russian Federation, the income of an individual heir received in the form of the book (actual) value of the testator's share in the authorized capital of the company is not subject to personal income tax.

And this cannot but rejoice, because there is another point of view that is unfavorable for the heirs. If we are guided by paragraph 1 of Article 220 of the Tax Code of the Russian Federation, which talks about tax deductions that are possible when selling a share in the authorized capital, then we are talking about the amount of actually incurred and documented expenses associated with the receipt of such income. Obviously, the heir does not have such expenses. After all, he receives income free of charge - by right of inheritance. It turns out that the entire actual value of the share should be subject to personal income tax.

EXAMPLE 46

The authorized capital of Monoblock LLC is 300,000 rubles. Shares in the authorized capital are distributed as follows:

– Popov – 75,000 rubles;

– Mukhobotov – 75,000 rubles;

– Brovchenko – 75,000 rubles;

– Avilov – 75,000 rubles.

The founder of Mukhobotov died in August 2010. The founder's share is inherited by his wife. The company's charter prohibits the transfer of shares to third parties without the consent of all other founders. At the general meeting of participants, held in September 2010, it was decided to refuse to accept the heiress as a founder and to pay her the actual value of the share.

The accountant calculated the actual value of Mukhobotov's share. At the next meeting of the company's participants, also held in September 2010, this value was approved and the heiress of the share was paid money.

The actual value of Mukhobotov's share was calculated on the basis of the financial statements of Monoblock LLC for the first half of 2010.

The size of the company's net assets turned out to be 270,000 rubles.

Let us determine what part of the authorized capital falls on the share of the heiress:

75,000 rub.: 300,000 rub. = 0.25.

Therefore, the actual value of Mukhobotov’s share will be: 270,000 rubles. ? 0.25 = 67,500 rub.

Now we need to establish the difference between the value of the company's net assets and the size of its authorized capital. It is equal to a negative value of 30,000 rubles. (270,000 – 300,000). This means that after paying the inheritance, the company will have to reduce its authorized capital.

The heiress will not have to pay any taxes.

Let's move on to mandatory insurance contributions to extra-budgetary funds and contributions to insurance against accidents and occupational diseases. There is no need to charge them.

Payment of the actual value of the share is not subject to the specified contributions, because it is not related to the fulfillment by the founder’s heir of obligations for the company under an employment contract or any work or services on the basis of a civil law contract.

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7. TRANSFER OF SHARES (PART OF SHARES) 7.1. Participants of the Company have the right to sell or otherwise assign their share in the Authorized Capital of the Company or part thereof to one or more Participants of this Company; the consent of the Company or other Participants to carry out such a transaction is not

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Free use (loan) from the founder In addition to transferring property into ownership, an organization can receive it for free use under the condition of subsequent return. When transferred by the founder-owner under a free use agreement

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5.1.1. Selling your share

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5.1.1.1. Rights and obligations of the founder The right of a participant in a limited liability company to transfer the right to his share in the authorized capital to another person or to leave the company is determined by Articles 93 and 94 of the Civil Code of the Russian Federation. Let us remind you that the founders do not have ownership rights to

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5.3. Payment of a share to the heir of a deceased founder Paragraph 2 of Article 218 of the Civil Code of the Russian Federation establishes that in the event of the death of a citizen, ownership of the property belonging to him is inherited by other persons in accordance with a will or law. As paragraph 6 states

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5.4. Donation by the founder of his share In accordance with Article 572 of the Civil Code of the Russian Federation, under a gift agreement, the donor can transfer property rights to the donee free of charge. Please note that the Civil Code of the Russian Federation prohibits donations, including shares in the authorized capital, in relations between

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5.5. Transfer of one's share in payment for a share in the authorized capital of another company. Let us assume that the founder has decided to transfer his share in the authorized capital of one company to the authorized capital of another company. This will not be difficult if the founder is

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Market Share Analysis The first question almost every company asks in its decision-making process is: Who has what market share? Market share is defined as a percentage of total industrial sales over a given period of time.

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Example 3. The value of a bill of exchange received free of charge from the founder was not included in the taxable base for income tax. For example, the founder of an organization, who has a 58 percent stake in its authorized capital, transferred to it a third party promissory note free of charge. This year

In accordance with Part 2 of Art. 34 of the RF IC, shares in the capital of commercial organizations, if they were contributed during the marriage, regardless of which spouse they are in the name of, are the joint property of both spouses.
Thus, shares in the authorized capital of a limited liability company, regardless of which spouse they are in the name of, are the joint property of both spouses, that is, the share, for example, of a husband in the authorized capital of an LLC is also the joint property of his wife, even if she is not a member of this limited liability company.
According to Art. 1150 of the Civil Code of the Russian Federation, the right of inheritance belonging to the surviving spouse of the testator by virtue of a will or law does not detract from his right to part of the property acquired during the marriage with the testator and which is their joint property. In this case, the share of the deceased spouse in this property is included in the inheritance and passes to the heirs.
In the absence of other heirs of the deceased LLC participant, no special problems arise with determining the scope of the rights of the surviving spouse, since the surviving spouse inherits the entire share in full by inheritance. The regime of joint ownership ends, as all property passes to the surviving spouse.
The situation is more complicated with determining the scope of the rights of the surviving spouse in a situation where there are other first-line heirs. Practice has shown that under such circumstances the rights of both other heirs and the surviving spouse may be violated. From the date of opening of the inheritance, the testator’s property belongs to the heirs on the right of common shared ownership, that is, each of the heirs owns an ideal share in the property, but not any specific property. However, surviving spouses sometimes abuse their right by assigning the right to a share in the authorized capital of the company to themselves, since the property was jointly owned by them and their spouse, ignoring the rights of other heirs.
On the other hand, in practice cases often arise when the share of the surviving spouse is included in the inheritance estate. This is evidenced by the established notarial practice related to the registration of inheritance rights to property acquired by spouses during marriage. Thus, a certificate of ownership of a surviving spouse’s share in jointly acquired property is issued only at the request of this spouse. If the surviving spouse has not expressed a desire to receive a certificate of ownership, then his share in the jointly acquired property is included in the inheritance estate. Thus, the subject of inheritance becomes not a share in the right of common ownership of property, as it should be, but all property, which, of course, violates the rights and legitimate interests of the surviving spouse.
As already mentioned, according to Art. 1150 of the Civil Code of the Russian Federation, the share of the deceased spouse in the common property is included in the inheritance and passes to the heirs. But what is the size of the deceased spouse's share? In accordance with Art. 39 of the RF IC, when dividing the common property of spouses and determining shares in this property, the shares of the spouses are recognized as equal, unless otherwise provided by the agreement between the spouses. Based on Art. 17 of the Civil Code of the Russian Federation, all rights of the deceased spouse are terminated, which in practice leads to the establishment of actual personal ownership of this property by the surviving spouse.
Article 1150 of the Civil Code of the Russian Federation allows us to conclude that the surviving spouse’s right to a share is heterogeneous. For example, in addition to the surviving spouse, there is another first-degree heir. In this case, the surviving spouse will be the owner of 1/2 share as a participant in common joint property according to the rules of Art. 39 of the RF IC and 1/2 of the share of the deceased spouse as an heir (that is, in total, his share in the testator’s property will be 3/4). Only the last part passes to the spouse as an heir and constitutes common shared property with other heirs, subject to special rules on the division of property.
For that part of the share that passes to the spouse of the deceased participant as the surviving spouse, a certificate of ownership of the share in the common joint property of the spouses is issued. This certificate is issued by a notary according to the rules of Art. 75 Fundamentals of the legislation of the Russian Federation on notaries in compliance with the provisions of Art. 256 of the Civil Code of the Russian Federation and Art. 34 - 37 RF IC. At the same time, the Methodological Recommendations "On the inheritance of shares in the authorized capital of limited liability companies" indicate the obligation of the notary to request from the surviving spouse documents confirming the ownership of the share by one of the spouses and the acquisition of the share during the marriage on a paid basis, and a statement that the regime The spouses' joint ownership of a share in the authorized capital of the company was not changed by the marriage contract.
For the other part of the share, the surviving spouse receives an inheritance certificate. As explained in the above methodological recommendations, in order to formalize inheritance rights to a share in the authorized capital of a limited liability company, heirs must submit the following documents to the notary: charter (copy of the charter) of the limited liability company; extract from the Unified State Register of Legal Entities; document of title of the testator for a share in the authorized capital of the company; a certificate from the company confirming payment of the share by the testator; report on the market value of the share in the authorized capital of the deceased LLC participant; list of LLC participants.
Thus, in order to confirm his rights to a share in the authorized capital of the LLC, the surviving spouse must have two documents: a certificate of ownership of the share in the common joint property of the spouses; certificate of inheritance.
However, having received these documents, the surviving spouse does not automatically acquire the status of a participant in a limited liability company, as many heirs believe. This provision is dictated by established judicial practice, which we consider justified. The courts proceed from the fact that the provisions of Art. 34 and 35 of the RF IC establish only the composition of the objects of common joint property of spouses and its legal regime. The procedure for becoming a member of the company is regulated not by this regulatory act, but by the norms of corporate legislation.
The concept of a share in the authorized capital of a limited liability company is intertwined with the status of a participant in a limited liability company; in this context, these are separate concepts. According to paragraph 8 of Art. 21 of the Federal Law of February 8, 1998 No. 14 “On Limited Liability Companies” (hereinafter referred to as the LLC Law), the company’s charter may provide that the transfer of a share in the authorized capital of the company to the heirs of persons who were participants in the company is allowed only with the consent of other members of the society.
In the issue of inheriting a share, we observe a situation in which the heir has the “right to the share”, but due to certain circumstances, such as: failure to obtain the consent of the remaining participants in the limited liability company to transfer the share, the “rights from the share” may not be transferred to him, which, first of all, should be understood as a set of rights to participate in the management of society. In this case, the heir can only exercise his right to the share by demanding payment of the actual value of the share. Thus, it is precisely the mechanism for obtaining the consent of the remaining participants in the company to transfer a share that confirms the practical need to separate such conventional concepts as “the right to a share” and “rights from a share.”
This is explained by the fact that the surviving spouse, like the heirs, has the right to the share as a property value, but is the legal holder of the rights of the participant.
The charter may provide that the transfer of a share in the authorized capital of the company to the heirs of persons who were participants in the company is permitted only with the consent of the remaining participants in the company. It is important to note that the Presidium of the Supreme Arbitration Court of the Russian Federation in its Resolution separately indicated that the provision of the company, which provides for the admission of new participants into the company only by decision of its participants, does not apply to relations related to the inheritance of a share, if special provisions of the charter on the transfer the rights to a share to the heirs do not contain a direct indication of the need to obtain the consent of the remaining participants in the company for such a transfer. Thus, if the company’s charter provides for the need to obtain the consent of the remaining participants of the company to transfer a share to a third party, this does not mean at all that such consent is required in the event of a transfer of the share to the heirs of a deceased participant. We believe that this rule also applies to the transfer of a share to the surviving spouse.
The issue of transferring a share in the authorized capital of a company to the heirs of a deceased participant, including the surviving spouse, is not regulated in detail by the legislator. But based on the systematic interpretation of the provisions of Art. 21 of the LLC Law in their relationship with the provisions of the Civil Code of the Russian Federation regarding the rules for opening and accepting an inheritance, as well as on the basis of judicial practice, it is possible to describe the procedure for transferring a share to the surviving spouse, as well as to the heirs of the deceased participant, as follows. If the consent of the remaining participants for the transfer of the share is not required, the surviving spouse must, on the basis of the received documents (certificate of inheritance, as well as a certificate of ownership of the share in the common joint property of the spouses), notify the company in writing about the transfer of the share in the authorized capital. In this case, the surviving spouse will be considered a participant in the company from the moment the inheritance is opened. It turns out that the surviving spouse acquires the status of a participant in the company “retroactively”. This is due to procedural features caused by differences in the norms of corporate legislation regulating the procedure for joining members of the company, and the norms of civil law regulating the acceptance and opening of an inheritance.
If the charter of the company requires obtaining consent to transfer the share to the heirs, then until such consent is received, the heirs cannot exercise the rights of the participant related to the management of the company. The procedure for contacting the society and obtaining consent is regulated by clause 10 of Art. 21 of the LLC Law. It is interesting to note here that, as in the case when consent to transfer a share is not required, when obtaining the consent of the remaining participants in the company, the courts proceed from the fact that the share of the deceased participant in the company passes to the heirs from the day the inheritance is opened.
If the participants did not consent to the transfer of the share or part of the share to the heirs, then by virtue of clause 5 of Art. 23 of the LLC Law, the corresponding share or part of the share passes to the company on the day following the expiration date of the period established by this Law or the charter for obtaining such consent.
In practice, situations arise when the remaining participants in an LLC refuse to transfer the share to the heir, sometimes without even waiting for the heir to apply. The scientific advisory council on the application of the norms of corporate legislation and the norms of insolvency (bankruptcy) legislation has developed a position according to which company participants cannot express their refusal to accept the heir's share in the LLC before the expiration of the six-month period established for entering into inheritance rights, or presenting certificates of inheritance. The Council proceeded from the fact that before presenting a certificate of the right to inheritance, the heir cannot provide evidence of his right to a share in the LLC. Accordingly, the participants cannot be asked to give consent to transfer the share to the heir in the absence of evidence that the person is the heir.
As follows from paragraph. 2 clause 5 art. 23 of the Law on LLC, in the absence of consent of the participants to transfer the share, the company is obliged to pay the heirs of the deceased participant of the company the actual value of the share or part of the share, determined on the basis of data from the company’s financial statements for the last reporting period preceding the day of death of the company participant, or, with their consent, to issue them in kind property of the same value.
The LLC Law does not provide for a period for payment of the actual value of the share of a deceased member of the company to the heirs, who, in accordance with paragraph 5 of Art. 23 of this Law, the transfer of the share of a deceased member of the company is denied. The Recommendations of the Scientific Advisory Council on the application of the norms of corporate legislation and the norms of insolvency (bankruptcy) legislation, already mentioned above, indicate that in this case the three-month period established by paragraph 2 of Art. 23 of the LLC Law, unless a different period is provided for by the company’s charter.