Changes in the egrul refusal of inheritance. How does inheritance of a share in a LLC proceed?

Shares in the authorized capital of the Company pass to the heirs and legal successors of legal entities that were members of the Company, unless otherwise provided by the charter of the Company. The Charter of the Company may provide that the transfer of a share in the authorized capital of the Company to the heirs and legal successors of legal entities that were members of the Company, the transfer of a share that belonged to a liquidated legal entity, its participants who have proprietary rights to its property or rights of obligation in relation to this legal entity, are allowed only with the consent of other members of the Society. The company's charter may provide for different procedures for obtaining the consent of the Company's participants to transfer a share or part of a share in the authorized capital of the company to third parties, depending on the grounds for such a transfer.

Until 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.

If The charter provides for the possibility of transferring a share to the heirs of citizens and legal successors of legal entities without restrictions, then in this case, it is necessary to perform the following actions:

Enter into an inheritance and obtain certificates of the right to inheritance or register succession in the event of reorganization of a legal entity (receive an extract from the Unified State Register of Legal Entities indicating the succession and the transfer deed or separation balance sheet).
The General Meeting of Participants makes a decision on the inclusion of a legal entity's heir or legal successor into the Society's membership.
Submit documents for registration: application form P14001; documents on inheritance or succession (notarized copies); minutes of the general meeting of the Company's participants.

The share in the authorized capital of the Company passes to its acquirer from the moment of making changes to the Unified State Register of Legal Entities on the basis of title documents.

If The Charter of the Company provides for obtaining consent to transfer the share to the heirs of citizens and legal successors of legal entities, then in this case, it is necessary to perform the following actions:

Obtaining consent to transfer a share:

— direction of appeal to the Company.

- consent to the transfer of a share is considered to be received provided that all participants of the Company and (or) the Company itself (if provided for by the Charter) within 30 days or another period determined by the Charter from the date of receipt of the corresponding appeal or offer by the Company are submitted to the Company in writing statements of consent to the alienation of the share, or within the specified period, written statements of refusal to give consent to the alienation of the share are not submitted.

— If applications are received to refuse to give consent to the alienation of the share, the Company is obliged to buy out the share from the participant. In this case, you need to familiarize yourself (see below) with the case when “ (to legal successors) ».

If the consent of the participants is received, submit documents for registration: application in form P14001; documents on inheritance or succession (notarized copies); minutes of the general meeting of participants; statements of consent of all participants and the Company itself (if provided for by the Charter)

The share in the authorized capital of the Company passes to its acquirer from the moment the relevant changes are made to the unified state register of legal entities on the basis of title documents.

If The charter prohibits the transfer of shares to heirs (to legal successors), then in this case, you need to do the following:

Enter into an inheritance and obtain a certificate of inheritance or registration of succession in the event of reorganization of a legal entity (obtaining an extract from the Unified State Register of Legal Entities indicating the succession and the presence of a transfer deed or separation balance sheet).
Submission by heir (legal successor) applications to the Company with a requirement to pay the actual value of the share in the authorized capital of the Company.

The Company is obliged to pay to the heirs of a deceased member of the Society, the legal successors of a reorganized legal entity - a member of the Society or participants of a liquidated legal entity - a participant of the Society, the owner of the property of a liquidated institution, state or municipal unitary enterprise - a participant of the Society, the actual value of the share determined on the basis of the financial statements of the Company for the last reporting period preceding the day of death of a member of the Company, the day of completion of the reorganization or liquidation of a legal entity, or with their consent, to issue them in kind property of the same value.

The Company is obliged to pay the actual value of the 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 the charter of the company.

The share also passes to the Company in the event that any participant in the Company refuses to give consent to transfer the share in the authorized capital of the Company to the heirs of citizens or legal successors of legal entities who were participants in the company. The share passes to the Company on the day following the expiration date of the period established by the law on limited liability companies or the charter of the Company for obtaining such consent of the Company's participants.

The actual value of the share in the authorized capital of the Company is paid out of the difference between the value of the Company's net assets and the size of its authorized capital. If such a difference is not enough, the Company is obliged to reduce its authorized capital by the missing amount.

If a decrease in the authorized capital of the Company may lead to its size becoming less than the minimum amount of the authorized capital of the Company on the date of state registration of the company, the actual value of the share or part of the share in the authorized capital of the company is paid out of the difference between the value of net assets and the specified minimum amount of the authorized capital . In this case, the actual value of a share or part of a share in the authorized capital of the Company may be paid no earlier than three months from the date the basis for such payment arose.

The company does not have the right to pay the actual value of the share or issue in kind property of the same value, if at the time of these payments or issue of property in kind it meets the criteria of insolvency (bankruptcy) in accordance with the federal law on insolvency (bankruptcy) or as a result of these payments or issue property in kind, the indicated signs will appear in the company. In accordance with Article 3 of the Federal Law “On Insolvency (Bankruptcy)” No. 127-FZ, a sign of bankruptcy of the Company is its inability to satisfy the claims of creditors for monetary obligations and (or) to fulfill the obligation to make mandatory payments, if the corresponding obligations and (or) the obligation are not fulfilled them within three months from the date on which they should have been executed.

Actions of the Company with the share

Within one year from the date of transfer of a share in the authorized capital of the company to the Company, it must, by decision of the general meeting of participants, be distributed among all participants of the company in proportion to their shares in the authorized capital of the Company or offered for acquisition to all or some participants of the Company and (or) if this not prohibited by the company's charter, to third parties.

Distribution of a share between the participants of the Company is permitted only if it has been paid for before the transfer of the share to the Company.

The sale of a share is carried out at a price not lower than the price that was paid by the Company in connection with the transfer of a share or part of a share to it, unless a different price is determined by a decision of the general meeting of participants.

The sale of a share to the participants of the Company, as a result of which the size of the shares of its participants changes, as well as the sale of a share to third parties and the determination of a different price for the sold share are carried out by decision of the general meeting of participants, adopted unanimously by all participants of the Company.

The share in the authorized capital of the Company that was not distributed or sold on time must be redeemed, and the size of the authorized capital of the Company must be reduced by the nominal value of this share.

State registration in the Unified State Register of Legal Entities

The following options for further action are possible:

1. Share, distributed among participants of the Society by decision of the General Meeting of Participants. It is required to draw up and sign the appropriate protocol.

Documents for registration of such changes are submitted within a month from the date of the decision to distribute the share among all participants of the company.

The following is submitted to the tax office: an application in form P14001; documents confirming the death of a participant - an individual or reorganization (liquidation) of a participant - a legal entity; minutes of the general meeting on the distribution of shares

2. Share, transferred to the Company within a month sold to participants and (or) third parties. It is drawn up by the minutes of the General Meeting of Participants and the purchase and sale agreement for a share in the authorized capital of the Company.

Documents for registration of such changes are submitted within a month from the date of the decision to sell the share.

The following is submitted to the tax office: an application in form P14001; documents confirming the death of an individual participant or the reorganization (liquidation) of a legal entity participant; minutes of the general meeting on the sale of shares; share purchase and sale agreement; documents confirming payment of the share

3. Share, transferred to the Company, temporarily not distributed or sold.

Documents for registration of such changes are submitted within a month from the date of transfer of the share to the Company.

4. Share, transferred to the Company, redeemed, i.e. The authorized capital of the Company is reduced by the nominal value of such share. The general meeting of participants makes an appropriate decision, which is recorded in the minutes. The mechanism for reducing the authorized capital is activated.

Documents for registration of such changes are submitted within a month from the date of the decision to repay the share.

The following documents are submitted to the Federal Tax Service:

- application in form P13001, P14001

— documents confirming the death of an individual participant or the liquidation of a legal entity participant

— minutes of the general meeting on the redemption of shares and reduction of the authorized capital

— a copy of the publication from the Bulletin with a highlighted ad

— copies of notices to creditors

— new edition of the charter (or amendments to the charter)

— receipt of payment of the state fee for registering changes (800 rubles)

These changes become effective for third parties from the moment of their state registration

If you have any questions related to the inheritance of a share in the authorized capital of a Limited Liability Company, you can contact the specialists of our company at the telephone numbers indicated above, write a letter to the email address or come to our office.

The heir's acceptance of part of the inheritance means that part of the property of the deceased testator is due to him. Its size, the fact of transition to a successor depends on several factors:

the volume of the property itself and its condition at the time of the death of the testator (pledged/not pledged);
the number of heirs whose rights to part of the property of the deceased are secured by law or will;
the presence of a will recognized by the representative of the law as valid - the shares of the successors are determined by the will of the testator (if his wishes do not contradict the legislation of the Russian Federation);
degree of relationship with the deceased (heirs of the second and further stages, not if there are living ones);
the legal capacity and financial situation of the successors to the inheritance (some dependents of the testator, disabled natural children/adopted children/spouse/parents almost always receive a share of the inheritance by right to an obligatory share);
relations of the heir with the deceased until the death of the latter (heirs recognized as unworthy are deprived of the right to the inheritance or part of it).

Legally justified acceptance of a share of the inheritance is possible after it has been carried out official division between successors by will or law. Acceptance is expressed by drawing up a statement of consent to take possession of the property due and transferring the document to the notary.

Refusal of inheritance (to find out how to do this, go to) of one or more successors of the deceased’s property does not oblige the remaining heirs to the same act.

The relinquished shares become the object of division between the remaining heirs who have agreed to accept the testator's property.

Along with accepting a share of the inheritance, the successor automatically becomes a participant in the payment of the testator’s debts, if any. The amount of the inherited debt is commensurate with the amount of the transferred inheritance.

Here we will look at how to get a part or share of the inheritance. The general algorithm is:

Finding out the total cost of the entire will and completing the relevant documents.
A visit to the notary by all heirs to write a statement of consent to the inheritance or to draw up a document of refusal.
The notary divides the property according to the will or by law, taking into account the interests of the obligatory heirs.
Appeal to the court if the heirs do not agree with the will of the testator, who recorded in the will his wishes about the division of his property among the heirs - the size of the shares, the circle of persons to whom they are due, will be determined by the court.

What are the shares and how are they distributed?

Shares are divided:

by will(the amount is determined by the testator, but is adjusted according to the rules of the law - if there are obligatory heirs or borrowers with a debt not repaid by the testator);
in law(divide equally the property not specified in the will or all the property - in the absence of a testamentary document, taking into account the obligatory heirs and the debts of the testator).

Mandatory share- part of the testator’s property, due to certain successors by law, regardless of other conditions for the division of the inheritance and the will of the testator. Mandatory shares are calculated first.

The successors under the will receive the portion specified in this document, provided that:

there are no compulsory heirs (including a living spouse);
the share to be allocated to the obligatory heirs will be determined from property not specified in the will;
inherited property is not collateral for an unpaid loan/credit.

If it is established that the intestate property is insufficient to satisfy the rights of the obligatory heir/s, compensation is possible from the property due to the heirs under the will. Provided that it is not necessary for their life and work. In the latter case, the final decision on the size of the obligatory share is made by the court on the basis of information about the financial situation of the obligatory heir and the heir under the will.

Successors by law receive equal shares.

You need to contact a notary's office and write a statement about your desire to exercise the right of successor to the property of a deceased relative. The application must be accompanied by documents confirming the relationship with the testator (read about what documents are needed for inheritance).

The share of the inheritance will be determined by a notary or court (unless the heirs independently agree on each person’s shares in the divisible property).

What a person claiming a compulsory share under a will needs to know:

The allocation of a mandatory share does not require the consent of the remaining successors of the inheritance.
Cohabitation with the testator under the conditions of, for example, a civil marriage does not give the right to a compulsory share (valid provided that the cohabitant was not a disabled dependent of the deceased).
The right to a compulsory share is not inherited.
The court may decide to deny the obligatory share, recognizing the successor as an unworthy heir.
Children of the testator adopted by other persons during the lifetime of the parent lose the right to inherit his property (with the exception of cases of maintaining legal relations with the biological parent with the consent of the adoptive parent).
Children of the testator, adopted by other persons after the death of the parent, retain the right to inherit his property (a list of persons entitled to the right is available).
The obligatory share cannot be waived.

Who gets it?

Obligatory heirs are:

Disability in this context should be understood as:

retirement age of relatives (for women – 55, men – 60 years);
disability (I, II, III groups).

A mandatory condition for non-relative dependents claiming a compulsory share of the inheritance: living with the person who left the inheritance under the same roof for 12 months preceding the day of death of the testator.

What is the size?

Successors who have a valid claim to the obligatory share shall receive no less than half the share entitled to any successor under the will or by law.

If you are a pensioner

The size of the obligatory share of the inheritance for a pensioner heir (spouse, parent, dependent) is at least half the share allotted to each successor by will or by law.

Allocation of spousal share

Property acquired by married partners during their cohabitation, upon the death of one of them, is conditionally divided into two equal shares. One of them (in addition to things for personal use and received as a gift) is the property of a living spouse. In addition, the living spouse is also entitled to part of the property of the deceased marriage partner. The size of this share is determined by a notary or court.

With the death of the testator, only a few relatives are able to divide the remaining property, guided by the principles of conscience and decency. If successors feel deprived, they can demand justice by contacting.

1. The transfer of a share or part of a share in the authorized capital of a company to one or more participants of this company or to third parties is carried out on the basis of a transaction, by way of succession or on another legal basis.

2. A participant in a company has the right to sell or otherwise alienate his share or part of a share in the authorized capital of the company to one or more participants of this company. The consent of other participants of the company or company to carry out such a transaction is not required, unless otherwise provided by the charter of the company.

The sale or alienation in any other way of a share or part of a share in the authorized capital of a company to third parties is permitted in compliance with the requirements provided for by this Federal Law, unless this is prohibited by the charter of the company.

3. The share of a company participant may be alienated until it is fully paid only in the part in which it has been paid.

ConsultantPlus: note.

The preemptive right does not apply when acquiring bank shares in the cases specified by law.

4. Members of the company enjoy the preemptive right to purchase a share or part of the share of a company participant at the price offered to a third party or at a price different from the offer price to a third party and a price predetermined by the charter of the company (hereinafter referred to as the price predetermined by the charter) in proportion to the size of their shares, if the charter of the company does not a different procedure is provided for the exercise of the pre-emptive right to purchase a share or part of a share.

The company's charter may provide for the company's pre-emptive right to purchase a share or part of a share owned by a company participant at the price offered to a third party or at a price predetermined by the charter, if other company participants have not exercised their pre-emptive right to purchase a share or part of a company participant's share. In this case, the company’s exercise of the preemptive right to purchase a share or part of a share at a price predetermined by the charter is allowed only on the condition that the company’s purchase price of a share or part of a share is not lower than the price established for the company’s participants.

The purchase price of a share or part of a share in the authorized capital may be established by the company's charter in a fixed monetary amount or on the basis of one of the criteria determining the value of the share (the value of the company's net assets, the book value of the company's assets as of the last reporting date, the company's net profit, and others). The purchase price of a share or part of a share, determined in advance by the charter, must be the same for all participants in the company, regardless of the ownership of such a share or such part of the share in the authorized capital of the company.

Provisions establishing the pre-emptive right to purchase a share or part of a share in the authorized capital by the company's participants or the company at a price predetermined by the charter, including changing the size of such price or the procedure for determining it, may be provided for by the company's charter upon its establishment or when amending the company's charter by decision of the general meeting of company participants, adopted unanimously by all company participants. The exclusion from the company's charter of provisions establishing the pre-emptive right to purchase a share or part of a share in the authorized capital of the company at a price predetermined by the charter is carried out by decision of the general meeting of the company's participants, adopted by two-thirds of the votes of the total number of votes of the company's participants.

The company's charter may provide for the possibility of participants of the company or company to exercise the preemptive right to purchase not the entire share or not the entire part of the share in the authorized capital of the company offered for sale. In this case, the remaining share or part of the share may be sold to a third party after partial exercise of the specified right by the company or its participants at a price and on the terms that were communicated to the company and its participants, or at a price not lower than the price predetermined by the charter. Provisions establishing such a possibility may be provided for by the charter of the company upon its establishment or when amendments are made to the charter of the company by decision of the general meeting of the company's participants, adopted unanimously by all the company's participants. The exclusion of the specified provisions from the company's charter is carried out by decision of the general meeting of the company's participants, adopted by two-thirds of the votes of the total number of company participants.

The company's charter may provide for the possibility of offering a share or part of a share in the authorized capital of the company to all participants of the company disproportionate to the size of their shares. Provisions establishing the procedure for the exercise by the company's participants of the pre-emptive right to purchase a share or part of a share in the authorized capital of the company disproportionate to the size of the shares of the company's participants may be provided for by the charter of the company upon its establishment or when amending the company's charter by decision of the general meeting of the company's participants, adopted by all participants of the company unanimously. The exclusion of the specified provisions from the company's charter is carried out by decision of the general meeting of the company's participants, adopted by a majority of at least two-thirds of the total number of votes of the company's participants, unless the need for a larger number of votes to make such a decision is not provided for by the company's charter.

The charter of a company cannot provide for the granting simultaneously of a pre-emptive right to purchase a share or part of a share of a company participant at the offer price to a third party and a pre-emptive right to purchase a share or part of a share of a company participant at a price predetermined by the charter. The establishment of a pre-emptive right to purchase at a price predetermined by the charter in relation to an individual participant in the company or a separate share or a separate part of the share in the authorized capital of the company is not allowed.

The assignment of the specified preferential rights to purchase a share or part of a share in the authorized capital of the company is not permitted.

5. A company participant who intends to sell his share or part of a share in the authorized capital of the company to a third party is obliged to notify in writing the other participants of the company and the company itself by sending through the company at his own expense a notarized offer addressed to these persons and containing an indication of the price and other terms of sale. An offer to sell a share or part of a share in the authorized capital of a company is considered received by all participants of the company at the time it is received by the company. Moreover, it can be accepted by a person who is a member of the company at the time of acceptance, as well as by the company in cases provided for by this Federal Law. An offer is considered not received if, no later than the day it is received by the company, a member of the company receives a notice of its withdrawal. Revocation of an offer to sell a share or part of a share after its receipt by the company is allowed only with the consent of all participants of the company, unless otherwise provided by the company's charter.

(see text in the previous edition)

Participants of the company have the right to exercise the preemptive right to purchase a share or part of a share in the authorized capital of the company within thirty days from the date of receipt of the offer by the company.

(see text in the previous edition)

If the company's charter provides for the preemptive right to purchase a share or part of a share by the company, it has the right to exercise the preemptive right to purchase a share or part of a share within seven days from the date of expiration of the preemptive right to purchase from the company's participants or the refusal of all company participants to exercise the preemptive right to purchase the share or part of the share by sending acceptance of the offer to a member of the company.

(see text in the previous edition)

If individual members of the company refuse to use the preemptive right to purchase a share or part of a share in the authorized capital of the company or use the preemptive right to purchase not the entire share offered for sale or not the entire part of the share offered for sale, other participants of the company may exercise the preemptive right to purchase the share or part of the share in the authorized capital of the company in the relevant part in proportion to the size of their shares within the remaining part of the period for exercising their pre-emptive right to purchase a share or part of a share, unless otherwise provided by the charter of the company.

The company's charter may provide for longer periods for the use of the preemptive right to purchase a share or part of a share in the authorized capital of the company by its participants, as well as by the company itself.

6. The preemptive right to purchase a share or part of a share in the authorized capital of the company from a participant and, if the company’s charter provides for it, the preemptive right to purchase a share or part of a share from the company from the company terminates on the day:

submitting a written application for refusal to use this preemptive right in the manner prescribed by this paragraph;

expiration of the period for using this preemptive right.

Applications from company participants to refuse to exercise the preemptive right to purchase a share or part of a share must be received by the company before the expiration of the period for exercising the said preemptive right established in accordance with paragraph 5 of this article. The company’s application for refusal to use the pre-emptive right to purchase a share or part of a share in the authorized capital of the company provided for by the charter is submitted within the period established by the charter to the company participant who sent the offer to sell the share or part of the share, by the sole executive body of the company, if the solution to this issue is not referred to by the company’s charter competence of another body of the company.

The authenticity of the signature on the application of a member of the company or company about the refusal to exercise the pre-emptive right to purchase a share or part of a share in the authorized capital of the company must be certified by a notary.

7. If, within thirty days from the date of receipt of the offer by the company, provided that a longer period is not provided for by the charter of the company, the participants of the company or the company do not exercise the preemptive right to purchase a share or part of a share in the authorized capital of the company offered for sale, in including those resulting from the use of the pre-emptive right to purchase not the entire share or not the entire part of the share or the refusal of individual participants of the company and the company from the pre-emptive right to purchase a share or part of the share in the authorized capital of the company, the remaining share or part of the share can be sold to a third party at a price which is not lower than the price established in the offer for the company and its participants, and on the terms that were communicated to the company and its participants, or at a price that is not lower than the price predetermined by the charter. If the predetermined purchase price of a share or part of a share by the company differs from the predetermined purchase price of a share or part of a share by the company's participants, the share or part of a share in the authorized capital of the company may be sold to a third party at a price that is not lower than the predetermined purchase price of the share or part of the share of the company.

8. Shares in the authorized capital of the company pass to the heirs of citizens and to the legal successors of legal entities that were participants in the company, unless otherwise provided by the charter of the limited liability company. The charter of the company may provide that the transfer of a share in the authorized capital of the company to the heirs and legal successors of legal entities who were participants in the company, the transfer of a share that belonged to a liquidated legal entity, its founders (participants) who have proprietary rights to its property or rights of obligation in relation to this legal entity, are allowed only with the consent of the remaining participants of the company. The company's charter may provide for different procedures for obtaining the consent of company participants to transfer a share or part of a share in the authorized capital of the company to third parties, depending on the grounds for such a transfer.

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.

9. When selling a share or part of a share in the authorized capital of a company at public auction, the rights and obligations of a company participant in such share or part of a share are transferred with the consent of the company’s participants.

10. If this Federal Law and (or) the charter of the company provides for the need to obtain the consent of the company’s participants to transfer a share or part of the share in the authorized capital of the company to a third party, such consent is considered received provided that all participants of the company within thirty days or another period determined by the charter from the date of receipt of the corresponding application or offer by the company, written statements of consent to the alienation of a share or part of a share on the basis of a transaction or to transfer a share or part of a share to a third party on another basis or within the specified period are submitted to the company written statements of refusal to give consent to the alienation or transfer of a share or part of a share have not been submitted.

If the company's charter provides for the need to obtain the company's consent to the alienation of a share or part of a share in the authorized capital of the company to the company's participants or third parties, such consent is considered received by the company participant alienating the share or part of the share, provided that within thirty days from the date appeal to the company or within another period specified in the company's charter, he received the company's consent expressed in writing, or the company did not receive a refusal to give consent to the alienation of a share or part of a share, expressed in writing.

11. A transaction aimed at alienating a share or part of a share in the authorized capital of a company is subject to notarization by drawing up one document signed by the parties. Failure to comply with the notarial form entails the invalidity of the transaction.

(see text in the previous edition)

Notarization of this transaction is not required in cases of transfer of a share or part of a share to the company, provided for in paragraph 18 of this article and paragraphs 4 - 6 of Article 23 of this Federal Law, and in cases of distribution of the share between the participants of the company and the sale of the share to all or some participants of the company or to third parties persons in accordance with Article 24

(see text in the previous edition)

If a participant in a company who has entered into an agreement establishing an obligation to complete, upon the occurrence of certain circumstances or the other party fulfills a counter-obligation, a transaction aimed at alienating a share or part of a share in the authorized capital of the company, unlawfully evades notarization of the transaction aimed at alienating a share or part of a share in the authorized capital capital of the company, the acquirer of a share or part of a share, who has taken actions aimed at fulfilling the specified agreement, has the right to demand in court the transfer of a share or part of a share in the authorized capital of the company. In this case, the decision of the arbitration court on the transfer of a share or part of a share in the authorized capital of the company is the basis for state registration of the corresponding changes made to the unified state register of legal entities.

(see text in the previous edition)

A transaction aimed at alienating a share or part of a share in the authorized capital of a company, in pursuance of an option to conclude a contract, can be completed through a separate notarization of an irrevocable offer (including by notarization of an agreement on granting an option to conclude a contract), and subsequently notarization of acceptance .

An irrevocable offer is considered accepted from the moment of notarization of acceptance. After notarization of the acceptance, the notary is obliged to send the offeror a notice of the acceptance within two working days from the date of certification of the acceptance.

If an irrevocable offer is made under a suspensive or suspensive condition, the acceptor presents to the notary certifying the acceptance evidence confirming the non-occurrence or occurrence of the corresponding condition.

12. A share or part of a share in the authorized capital of a company passes to its acquirer from the moment the corresponding entry is made in the unified state register of legal entities, except for the cases provided for in paragraph 7 of Article 23 of this Federal Law. Making an entry in the unified state register of legal entities about the transfer of a share or part of a share in the authorized capital of a company in cases that do not require notarization of a transaction aimed at alienating a share or part of a share in the authorized capital of a company is carried out on the basis of title documents.

(see text in the previous edition)

The acquirer of a share or part of a share in the authorized capital of the company is transferred to all the rights and obligations of a participant in the company that arose before the transaction aimed at alienating the specified share or part of the share in the authorized capital of the company, or before the emergence of another basis for its transfer, with the exception of the rights and obligations, provided for, respectively, by the second paragraph of paragraph 2 of Article 8 and the second paragraph of paragraph 2 of Article 9 of this Federal Law. A company participant who has alienated his share or part of a share in the authorized capital of the company bears an obligation to the company to make a contribution to the property that arose before the transaction aimed at alienating the specified share or part of the share in the authorized capital of the company, jointly and severally with its acquirer.

After notarization of a transaction aimed at alienating a share or part of a share in the authorized capital of a company, or in cases that do not require notarization, from the moment the corresponding changes are made to the unified state register of legal entities, the transfer of a share or part of a share can only be challenged in court by filing a claim in arbitration court.

13. A notary performing a notarization of a transaction aimed at alienating a share or part of a share in the authorized capital of a company verifies the authority of the person alienating them to dispose of such shares or part of a share, and also makes sure that the alienated share or part of the share is fully paid (this Federal Law).

The authority of the person alienating a share or part of a share in the authorized capital of a company to dispose of them is confirmed by documents on the basis of which the share or part of a share was previously acquired by the relevant person, as well as an extract from the unified state register of legal entities containing information about the ownership of the alienated shares or shares by the person. part of the share in the authorized capital of the company and received by the notary in electronic form on the day of certification of the transaction.

(see text in the previous edition)

13.1. The documents on the basis of which a share or part of a share in the authorized capital of the company was acquired may be, in particular:

1) an agreement or other transaction in accordance with which a company participant acquired a share or part of a share, if the share or part of a share was acquired on the basis of a transaction;

2) the decision of the sole founder to create a company when creating a company with one participant in the company;

3) an agreement on the establishment of a company or a constituent agreement of a company, concluded earlier than July 1, 2009, when creating a company with several participants in the company;

4) a certificate of the right to inheritance, if a share or part of a share was transferred to a company participant by inheritance;

5) a court decision in cases where a judicial act directly establishes the right of a company participant to a share or part of a share in the authorized capital of the company;

6) minutes of the general meeting of the company in the case of the acquisition of a share or part of a share when increasing the authorized capital of the company, distribution of shares belonging to the company between its participants and in other cases if the acquisition of a share or part of a share occurs directly on the basis of a decision of the general meeting of the company.

14. A notary who has certified an agreement on the alienation of a share or part of a share in the authorized capital of a company or the acceptance of an irrevocable offer, within two working days from the date of this certification, unless a longer period is provided for by the agreement, submits to the body carrying out state registration of legal entities an application for making appropriate changes to the unified state register of legal entities.

If, under the terms of an agreement aimed at alienating a share or part of a share in the authorized capital of a company, such share or such part of a share is transferred to the acquirer with the establishment of a pledge or other encumbrances or with the preservation of a previously arisen pledge, in an application for making appropriate changes to the unified state register legal entities, the corresponding encumbrances are indicated.

The application is sent to the body carrying out state registration of legal entities in the form of an electronic document signed with an enhanced qualified electronic signature of the notary who certified the agreement aimed at alienating a share or part of a share in the authorized capital of the company.

(see text in the previous edition)

16. Within three days from the moment of receiving the consent of the company’s participants, provided for in paragraphs 8 and this article, the company and the body carrying out state registration of legal entities must be notified of the transfer of a share or part of a share in the authorized capital of the company by sending an application for making appropriate changes in the unified state register of legal entities, signed by the successor of a reorganized legal entity - a participant in the company, or a participant in a liquidated legal entity - a participant in the company, or the owner of the property of a liquidated institution, state or municipal unitary enterprise - a participant in the company, or an heir or before the acceptance of the inheritance by the executor of the will, or by a notary, with the attachment of a document confirming the basis for the transfer of rights and obligations by way of succession or transfer of a share or part of a share in the authorized capital of the company that belonged to the liquidated legal entity, its founders (participants) who have proprietary rights to property or rights of obligation in relation to this legal entity faces.

17. If a share or part of a share in the authorized capital of a company was acquired for compensation from a person who did not have the right to alienate it, about which the acquirer did not know and could not know (a bona fide acquirer), the person who lost the share or part of the share has the right to demand recognition of him rights to this share or part of the share in the authorized capital of the company with the simultaneous deprivation of the right to this share or part of the share of the bona fide acquirer, provided that this share or part of the share was lost as a result of illegal actions of third parties or in any other way against the will of the person who lost the share or part of the share.

If a person who has lost a share or part of a share in the authorized capital of a company is refused to satisfy the said claim brought against a bona fide acquirer, the share or part of a share is recognized as belonging to the bona fide acquirer from the moment of notarization of the relevant transaction that served as the basis for the acquisition of such a share or part of a share. If a share or part of a share is acquired by a bona fide acquirer at a public auction, it is recognized as belonging to the bona fide acquirer from the moment the corresponding entry is made in the unified state register of legal entities.

A requirement to recognize a person who has lost a share or part of a share as the right to that share or part of a share and at the same time to deprive a bona fide acquirer of the right to that share or part of a share, which is provided for in this paragraph, may be filed within three years from the date when the person , who lost a share or part of a share, learned or should have learned about the violation of their rights.

18. When selling a share or part of a share in the authorized capital of a company in violation of the preemptive right to purchase a share or part of a share, any participant or participants of the company or, if the company’s charter provides for the company’s preemptive right to purchase a share or part of a share, the company within three months from the date when a participant or participants of the company or the company learned or should have known about such a violation has the right to demand in court the transfer of the rights and obligations of the buyer to them. The arbitration court hearing the case on the said claim provides other participants in the company and, if the company's charter provides for the preemptive right of the company to purchase a share or part of a share, the company has the opportunity to join a previously filed claim, for which purpose, in the ruling on preparing the case for trial, it sets a time limit of during which other participants of the company and the company itself, meeting the requirements of this Federal Law, may join the stated requirement. The specified period cannot be less than two months.

If the charter of the company provides for the pre-emptive right to purchase a share or part of a share in the authorized capital of the company at a price predetermined by the charter, the person to whom the rights and obligations of the buyer are transferred shall reimburse the expenses incurred by the buyer in connection with the payment of the share or part of the share in the authorized capital company, in an amount not exceeding the purchase price of a share or part of a share predetermined by the charter. A court decision to transfer a share or part of a share to a company participant or company is the basis for state registration of relevant changes made to the unified state register of legal entities.

In case of alienation or transfer of a share or part of a share in the authorized capital of a company for other reasons to third parties in violation of the procedure for obtaining the consent of participants of the company or company provided for by this article, as well as in case of violation of the ban on the sale or alienation in any other way of a share or part of a share of a participant or the participants of the company or the company have the right to demand in court the transfer of a share or part of a share to the company within three months from the day when they learned or should have learned about such a violation. Moreover, in the case of transfer of a share or part of a share to a company, the expenses incurred by the acquirer of a share or part of a share in connection with its acquisition are reimbursed by the person who alienated the share or part of a share in violation of the specified procedure.

A court decision to transfer a share or part of a share to the company is the basis for state registration of the corresponding change. Such share or part of the share in the authorized capital of the company must be sold by the company in the manner and within the time limits established by Article 24 of this Federal Law.

Issues of judicial practice related to the procedure for inheriting a share in the authorized capital of a limited liability company

I. Inheritance of a share in the authorized capital of a limited liability company

Federal Law No. 14-FZ dated 02/08/1998 “On Limited Liability Companies” establishes the procedure for the heirs to acquire the share of a deceased participant in a limited liability company.
Today, legal disputes regarding the inheritance of a share in the authorized capital of a company concern the following issues:
- the procedure for acquiring the status of a participant in a limited liability company by a surviving spouse
- the procedure for acquiring the status of a participant in a limited liability company by an heir to a share
- the procedure for expressing consent (refusal) to accept an heir’s share in the LLC and the consequences of refusal
- trust management of shares in the authorized capital of a limited liability company until its acceptance by the heir of the deceased participant
- consequences for a limited liability company in the event that the heirs do not accept an inheritance that includes a share in the authorized capital of the company
- securing in the charter of a limited liability company a provision granting the right to the heir to a share in the authorized capital of the company to refuse to become a participant and to demand payment of its actual value

1. The procedure for acquiring the status of a participant in a limited liability company by a surviving spouse

2. The procedure for acquiring the status of a participant in a limited liability company by an heir to a share

In paragraph 8 of Art. 21 of the Law on Limited Liability Companies establishes that shares in the authorized capital of the company pass to the heirs of the company's participants, unless otherwise provided by its charter. In addition, the company's charter may stipulate that the transfer of a share to the heirs and legal successors of legal entities that were members of the company is permitted only with the consent of the remaining participants.
In practice, the question arises: from what moment does the heir to a share acquire the status of a participant in the company?
2.1. Conclusion from judicial practice: On the question of the moment at which the heir to a share acquires the status of a participant in the company, there are three positions of the courts.
Position 1. The heir to the share of a deceased participant acquires the status of a company participant from the date of opening of the inheritance.
The court proceeds from the fact that if, in accordance with the charter of the company, the consent of the remaining participants of the company to transfer the share to the heir is not required, then the share is transferred from the day the inheritance is opened. At the same time, all rights arising from the ownership of shares, including the management of the affairs of the company, are simultaneously transferred.
Position 2. The heir to the share acquires the status of a participant in the company from the moment information about him is entered into the Unified State Register of Legal Entities.
The court proceeds from the fact that the heir acquires the status of a company participant from the moment information about him is entered into the Unified State Register of Legal Entities if such information is entered on the basis of a court decision, taking into account that the company's charter does not provide for obtaining the consent of the remaining participants for the transfer of the share to the heir.
Position 3. The heir to the share acquires the status of a participant in the company after receiving certificates of ownership of half of the common joint property and the right to inheritance and after written notification to the company, accompanied by evidence of his rights to the marital share (except for cases where the charter of the company requires the consent of others participants to join the participants).
The court proceeds from the fact that from the systematic interpretation of the provisions of paragraph 6 of Article 21 of the LLC Law in their interrelation with other articles of the said Law, it follows that the rights and obligations of a company participant arise from the moment the company is notified of the ownership of a share in the authorized capital of the company. At the same time, the Law requires compliance with a written form of notification to the company about the transfer of a share (part of a share) in the authorized capital of the company with the presentation of evidence of ownership of the share (part of a share). Thus, the heir acquires the status of a participant from the moment of written notification (with evidence attached) to the company of his rights to the marital share.
2.2. Conclusion from judicial practice: The share of a deceased member of the company passes to the heirs from the date of opening of the inheritance, if the charter of the company contains a provision that the share of the deceased member passes to his heirs only with the consent of the participants, and such consent was obtained after the death of the participant.
2.3. Conclusion from judicial practice: Until the issuance of a certificate of the right to inheritance and state registration of the corresponding changes in the Unified State Register of Legal Entities, the composition of the company's participants is uncertain, therefore, the possibility of exercising the subjective right to the pre-emptive right to purchase a share in the authorized capital arises upon the occurrence of these circumstances.
2.4. Conclusion from judicial practice: The provision of a company providing 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, unless special provisions of the charter on the transfer of the right to a share to the heirs do not directly indicate the need to obtain consent other participants in society for such a transition.

3. The procedure for expressing consent (refusal) to accept an heir’s share in the LLC and the consequences of refusal

In accordance with paragraph 8 of Art. 21 of the Law on Limited Liability Companies, the charter of the company may provide that the transfer of a share in the authorized capital of the LLC to the heirs of the persons who were participants in the LLC is allowed only with the consent of the remaining participants of the company.
The conditions under which consent to transfer the share to the heir is considered received are defined in paragraph 10 of Art. 21 of the Law on Limited Liability Companies.
If at least one of the company participants refuses to consent to the transfer of the share to the heir, the share passes to the company.
As a general rule, the company is obliged to pay the heir the actual value of the share or give in kind property of the same value within a year from the date of transfer of the share to the company, unless a shorter period is provided for by the Law on Limited Liability Companies or the charter (clause 8 of Article 23 of the Law on Limited Liability Companies) limited liability companies).
Meanwhile, the Law on Limited Liability Companies does not establish during what period the company’s participants can refuse to accept the heir into the LLC, and also during what time, in the event of such a refusal, the company is obliged to pay him the actual value of the share.
3.1. Conclusion from judicial practice: Members of the company 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 and (or) presentation of a certificate of the right to inheritance.
The courts proceed from the fact that before presenting a certificate of the right to inheritance, the heir cannot present 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 a general rule, a certificate of right to inheritance is issued after six months from the date of opening of the inheritance. It is necessary to take into account that if there is reliable information that there are no other heirs other than those who applied for the certificate, the certificate of inheritance can be issued before the expiration of the six-month period.
3.2. Conclusion from judicial practice: The absence of a written refusal of a participant to consent to the transfer of a share in the authorized capital of the company to the heirs cannot be recognized as consent to the admission of heirs to the company, if the application of the heirs for such consent was not received by the participant and the decision of the general meeting on the issue of admitting the heirs to the company members of the company was declared invalid at the request of the specified participant.
3.3. Conclusion from judicial practice: If the participants of a company refuse to accept an heir into the LLC, the heir must be paid the actual value of the share within three months from the date of transfer of the share to the company, unless a different period is established by the charter of the company.

4. Trust management of shares in the authorized capital of a limited liability company until its acceptance by the heir of a deceased participant

According to paragraph 8 of Art. 21 of the Law on Limited Liability Companies, before the acceptance of the inheritance by the heir of a deceased member of the company, the 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.
Article 1173 of the Civil Code of the Russian Federation establishes that if the inheritance includes property that requires not only protection, but also management (enterprise, share in the authorized (share) capital of a business partnership or company, securities, exclusive rights, etc.), notary in accordance with Art. 1026 of this Code, as a founder of trust management, enters into a trust management agreement for this property. In accordance with Art. 1020 of the Civil Code of the Russian Federation, the trustee exercises, within the limits provided for by law and the property trust management agreement, the powers of the owner in relation to the property that is transferred to trust management.
However, in practice, questions arise regarding the right of the trustee to vote at general meetings of participants in a limited liability company.
4.1. Conclusion from judicial practice: If the heirs do not contact the executor of the will (notary) in order to establish trust management within a reasonable time, and the executor of the will (notary) does not take measures to manage the inherited share and the company does not receive appropriate notification, the participants of this company have the right to contact to the executor of the will (notary) on the appointment of a trustee.
Note: In this situation, the agenda of the general meeting included the issue of electing a general director who died before the meeting. At the same time, the charter contained a provision according to which the decision on the election of the general director is made unanimously by all participants of the company. In this connection, the court pointed out that failure to take measures for the trust management of the inherited share within a reasonable period of time could prevent the exercise of the right of the company's participants to organize its activities due to the impossibility of ensuring a quorum at the general meeting of the company's participants on the issue of electing the general director of the company.
At the same time, the court indicated that in addition to applying to the executor of the will (notary) for the appointment of a trustee, the heirs have the right to apply to the arbitration court with an application for the appointment of an external managing company in relation to the provisions of Art. 57 of the Civil Code of the Russian Federation or with an application for the exclusion of heirs from the membership of the company in accordance with Art. 10 of the Law on Limited Liability Companies.
4.2. Conclusion from judicial practice: If the heirs do not contact the executor of the will (notary) in order to establish trust management within a reasonable time, and the executor of the will (notary) does not take measures to manage the inherited share and the company does not receive appropriate notification, the company has the right to take the necessary steps for its further functioning of the action without the participation of the trustee.
Note: The court indicated that the company has the right to carry out appropriate actions without the participation of a trustee, unless other circumstances prevent the continuation of the company’s activities.
4.3. Conclusion from judicial practice: On the question of whether a trustee has the right to vote at a general meeting of company participants, there are two positions of the courts.
Position 1. The trustee does not have the right to vote at the general meeting of participants of the limited liability company.
The courts proceed from the analysis of the provisions of Chapter. 53 of the Civil Code of the Russian Federation on trust management, according to which the trustee cannot exercise the rights of a company participant to manage shares.
Position 2. The trustee has the right to vote at general meetings of participants of the limited liability company.
The court proceeds from the interpretation of paragraph 2 of Art. 1012 of the Civil Code of the Russian Federation, according to which, when carrying out trust management of property, the trustee has the right to perform any legal and actual actions in relation to this property in accordance with the trust management agreement in the interests of the beneficiary. The trustee exercises, within the limits provided for by law and agreement, the powers of the owner in relation to the property transferred to trust management.

5. Consequences for a limited liability company if the heirs do not accept an inheritance that includes a share in the authorized capital of the company

In accordance with Art. 1151 of the Civil Code of the Russian Federation, if there are no heirs both by law and by will, or none of the heirs have the right to inherit or all heirs are excluded from inheritance (Article 1117 of the Civil Code of the Russian Federation), or none of the heirs accepted the inheritance, or all heirs refused from the inheritance and none of them indicated that they were refusing in favor of another heir (Article 1158 of the Civil Code of the Russian Federation), the property of the deceased is considered escheat. Such property passes by inheritance according to law into the ownership of the Russian Federation, with the exception of residential premises (clause 2 of Article 1151 of the Civil Code of the Russian Federation).
In practice, a situation may arise when a deceased member of the company has no heirs or neither the heirs nor the state accepts the inheritance. In this regard, the question arises about the subsequent actions of the company in relation to the share of the deceased participant.
5.1. Conclusion from judicial practice: If the heirs of the deceased owner of a share in the authorized capital of an LLC do not contact the company and the company does not have information about accepting the inheritance, and the registering authority does not take measures to obtain a certificate of right to the share as escheat property, the company makes a decision to transfer the share on the balance of society is the only possible way to protect civil rights (self-defense).
The court proceeds from the fact that if for a long time after the death of a participant no one has applied to the limited liability company with a certificate of inheritance and there is no information that anyone has accepted the inheritance, then the company has the right to decide to transfer the share of the deceased participant to the balance sheet of the company and payment to the heirs upon presentation of a certificate of right to inheritance of the actual value of the share.

6. Incorporation in the charter of a limited liability company of a provision granting the right to the heir to a share in the authorized capital of the company to refuse to become a participant and to demand payment of its actual value

In practice, a situation may arise when participants in a limited liability company include the following provisions in the company’s charter: “The share in the authorized capital of the company passes to the heirs of the company participant, and in their absence, to the company. The heir’s refusal to join the company means refusal to accept the share "the testator and entails the transfer of his share to the company. In this case, the heir is paid the share of the retired participant based on the data in the company's accounting statements for the last reporting period preceding the day of death."
In this regard, the question arises about the possibility of introducing such provisions into the charter of a limited liability company.
6.1. Conclusion from judicial practice: The provision of the charter of a limited liability company, according to which the heir of a company participant has the right to refuse to include him in the list of participants and demand payment of the actual value of the share, contradicts the Law on Limited Liability Companies.
The court proceeds from the fact that, according to paragraph 1 of Art. 23 of the Law on Limited Liability Companies, a company does not have the right to acquire shares (parts thereof) in its authorized capital, except for the cases provided for by this Law.

Changes: January, 2019

You can register a share in an LLC by inheritance in the event of the death of the testator, who is the owner of a part in the authorized capital of the business entity. The procedure for registering rights to inherited property is carried out in the manner prescribed by the current civil legislation. To implement it, it is necessary to fulfill a number of requirements and prepare a package of documents.

The article provides information on how to register a share in an LLC by inheritance, what documents need to be prepared to implement the procedure, as well as what you can count on if the charter provides for a ban on transferring a share of capital by inheritance.

What does the law and legal practice say?

According to the provisions of the Civil Code of the Russian Federation, in particular Article 93 of this source of law, part of the authorized capital of the company, owned by its participant by right of ownership, can be transferred to his relatives by inheritance.

Note! The law does not limit the right of LLC founders to establish a ban on inheritance of its assets. If such a restriction occurs, it must be recorded in the company's charter.

To exclude the possibility of unwanted participants joining the founders, its founders often include a clause in the charter stating that part of the capital can be inherited only with the consent of the other founders of the company.

It should be noted that legal practice in recent years has been saturated with cases of inheriting a share in an LLC, which indicates the relevance of the issue and the popularity of such an organizational and legal form as a limited liability company.

Additional Information! LLC is one of the optimal forms of organizing business activities, which is popular among representatives of small and medium-sized businesses. Although more requirements are put forward for an LLC, in comparison with an individual entrepreneur, enterprises of this organizational and legal form are more competitive and prone to development.

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The procedure for entering into inheritance rights

According to civil law, property owned by a person in the event of his death is transferred to his heirs. Inheritance is carried out by law or by will. If the testator was one of the founders of the LLC, accordingly, he owned a share in the authorized capital of the company; after his death, it passes to his descendants.

Important! The transfer of part of the company's assets is possible subject to compliance not only with civil law, but also with the clauses of the charter.

Thus, the statutory documents may provide for the following conditions:

entry into the LLC of the heir of one of the company's participants is possible only with the consent of its remaining members;
the heir’s entry into the circle of founders is prohibited.

Note! The presence of any conditions in the charter limits the rights of the heirs, but in no case deprives them of the right to inherit.

For example, if the charter contains a clause prohibiting a person who is the heir of a deceased founder from joining the membership, this does not mean that he will be left with nothing, and the testator’s share will go to the LLC. The inheritance procedure with conditions of this kind is described in more detail below.

Managing shares until inheritance

The rules for managing inherited property, in particular shares in the charter of an LLC, are regulated by Art. 1173 of the Civil Code of the Russian Federation. In accordance with this norm, the management of the part, from the moment the inheritance is opened until the heirs enter into their rights, is carried out by a notary on the basis of an inheritance trust management agreement.

Features of the trust management agreement:

a person vested with the powers of a manager in accordance with the agreement has the right to carry out all operations necessary for the full functioning of the LLC;
the contract, as a rule, specifies all types of actions that the manager is allowed to perform;
the manager does not have the right to dispose of the share, the management of which is entrusted to him according to the agreement;
the agreement terminates at the moment the heir joins the founders of the LLC and the ownership of the share in the capital of the LLC is transferred to him;
if the heir is denied the right to become one of the founders of the company, which is justified by the charter of the LLC, the moment of termination of the agreement is the moment of disposal of the testator's shares (distribution among other founders, alienation, repayment).

Inheritance of part of capital without restrictions

The simplest procedure for transferring a share in an LLC by inheritance is used if the charter does not provide for any restrictions regarding heirs. If, in order to exercise his right, the heir is not required to obtain permission from the current participants of the company, the procedure is carried out in accordance with the norms of the relevant legislative acts.

It is worth noting that in recent years such situations have happened extremely rarely; as a rule, issues of inheriting part of the capital of an LLC are resolved only through agreement.

To enter into inheritance rights, the heir must contact a notary office to obtain a Certificate.

You must have the following documents with you:

applicant's passport;
original certificate from the place of registration of the testator;
original Death Certificate;
documents indicating the presence of family ties between the applicant and the deceased founder of the LLC;
copies of statutory documents;
documents confirming the deceased’s ownership of a share in the capital of the company, which, in fact, is the subject of inheritance;
a complete list of current members of the LLC;
a copy of a certificate confirming the fact of payment by the deceased founder of his share in the capital of the LLC.

An integral condition for the implementation of the procedure is an assessment, which results in a report on the market value of that part of the authorized capital that is subject to inheritance. Without providing this document, registration of the right to a share in an LLC by inheritance is impossible.

The powers necessary to carry out assessment activities are possessed by specialized companies that have received permission to provide services of this kind.

Assessment stages:

conducting a detailed analysis of the main economic indicators of the region in which the company operates;
establishing the factors determining the activities of the LLC;
familiarization with the reporting documentation of the company;
assessment of the general financial condition of the company;
studying the business activity of an enterprise with the subsequent determination of its liquidity;
establishing the nature of the share that is the subject of inheritance;
establishing the cost equivalent of the inherited share, taking into account the results obtained during the previous stages.

Based on the results of the work, the expert issues an assessment report, drawn up on paper and signed by the head of the assessment company. The contents of the document must be previously agreed upon by the appraiser with an administrative representative.

Subtleties of registration of inheritance rights, connection between assessment and amount of state duty

An assessment of the inheritance share is necessary not only to find out its value, but also to determine the amount of the state duty, the payment of which is one of the main conditions for registering inheritance rights.

The amount of the duty depends on two factors:

estimated value of the share;
degree of relationship of the heir.

Additional Information! The amount of the duty is regulated by tax legislation. Thus, relatives of the first degree (children, parents) will have to pay 0.3% of the estimated value of the inherited share to take over their rights.

However, the law sets a limit on the amount of state duty for such persons; it cannot exceed 100 thousand rubles.

Heirs of the second and subsequent degrees must pay 0.6%, while the maximum payment cannot be more than 1 million.

After checking the accuracy and authenticity of all documents provided by the applicant, which includes an expert’s opinion, the notary issues a Certificate, on the basis of which the heir becomes a member of the founders of the company with the simultaneous transfer to him of the share previously owned by the testator.

The final stage is the registration of property rights to part of the inherited capital. To implement the procedure, you must contact Rosreestr with an application for amendments to the Unified State Register of Legal Entities and a package of documents.

These include:

documents confirming the existence of the right to a share in the LLC, previously certified by a notary;
materials indicating that the applicant was accepted into the founders of the company as a successor to a deceased participant.

To confirm this fact, as a rule, they use an extract from the minutes drawn up during the meeting of the LLC founders dedicated to resolving this issue. The minutes must be drawn up in accordance with legal requirements and contain all the necessary details (information about the founders who took part in the meeting, their signatures, the date of the meeting and other data).

Inheritance of a share in an LLC with a condition

Most often, inheritance of a share in an LLC occurs only if the remaining participants agree with the admission of a new founder to the company. This requirement is quite justified, since in the case of inheritance by law, and not by will, the heir may be a person who is not related to the business and does not have the skills necessary to run it.

To protect society from unqualified interference, its founders introduce a restrictive clause into the content of the charter.

The procedure for entering into the right of inheritance in this case is similar to the standard one. The only difference is that the basis for accepting an heir as a member of the LLC is not a Certificate, as in the previous case, but the consent of the existing founders.

Procedure for obtaining consent:

sending a notarized offer to the company or sending out appeals separately addressed to each founder;
getting a response. Shareholders are given a period of 30 days to make a decision. During this period, they need to notify the heir of their decision.

If all founders make a positive decision, this information is entered into the minutes.

What to do if the founders of the company do not agree with the transfer of a share in the LLC to a new participant?

If at least one of the company's participants reveals his disagreement with the introduction of a new founder, the latter has the right to demand compensation for the cost of the inherited part in monetary or other equivalent.

The cost of the share depends on:

the size of the company's net assets;
the size of the hereditary part.

Important! The basis for settlement transactions is the financial and accounting statements of the LLC.

What can you count on if the transfer of part of the capital by inheritance is prohibited by the charter?

Cases when the charter of a company prohibits the transfer of shares by inheritance, although extremely rare, do sometimes occur. The only option for resolving an issue of this kind is to present the founders of the company with a demand to pay compensation in the amount of the value of the deceased shareholder’s share.

This must be done immediately after receiving the Certificate from the notary.

Important! The timing of payment of compensation, its amount and calculation procedure are established at the meeting of the founders of the company.

In some cases, payment is not made. This applies to cases where:

the company has all the signs of financial insolvency;
The organization is subject to bankruptcy proceedings.

After the heir receives compensation, the testator's share passes directly into the ownership of the company, is distributed among its members, or is alienated in favor of a third party.

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