In this article I propose to consider the process of transferring corporate rights on the basis of a contract of sale of a share in the share capital and conducting registration actions to change information regarding a member (founder) of the Company.
The sale of a share in the share capital is one of the ways the member of the LLC can enjoy its right provided by the current legislation of Ukraine and a fairly cumbersome process that requires maximum attention of all its members. However, the most interesting issue is the taxation of the sale of corporate rights.
According to Art. 53 of the Law of Ukraine “On Commercial Associations” a member (founder) of an LLC has the right to sell its share in the share capital to one or several members of the company or to third parties that have expressed a desire to buy such share in the share capital, unless otherwise provided by the charter.
Who has the primary right to claim a share purchase?
It is the members of the company who have the preemptive right to purchase the share of the member, in proportion to the size of their shares, unless the charter of the company or the agreement between the members establishes a different procedure for exercising this right.
The purchase is carried out at the price and on other terms, on which the share was offered for sale to third parties. If the members of the company do not exercise their preemptive right within a month from the date of notification of the intention of the member to sell the share or within another period established by the charter of the company or an agreement between its members, the share of the member may be sold to a third party.
It should also be understood that the share of a member in a LLC may be sold before it is fully paid only in the part in which it has already been paid. This is also provided for by Article 147 of the Civil Code of Ukraine.
Regarding the requirements for the contract of sale, which implements the transfer of rights and obligations from one party to another, such requirements are specified in the Civil Code of Ukraine, because according to Art. 208 of the Civil Code, a transaction in writing shall be made: between legal entities, between an individual and a legal entity, between individuals in an amount exceeding twenty times or more the amount of the non-taxable minimum income of citizens and other transactions in respect of which the law requires a written form.
In accordance with the Law of Ukraine “On State Registration of Legal Entities, Individuals – Entrepreneurs and Public Associations”, the following package of documents for conducting this registration of changes in information on the composition of members (founders) of the LLC should be submitted:
1. The power of attorney for the right to act on behalf of legal entity, not notarized.
2. An agreement on the transfer of a share of a member (founder) in the share capital of a legal entity, not necessarily notarized.
3. Minutes of the decision of the general meeting of the Company, notarized.
4. The new edition of the amended charter, notarized.
5. Original receipt for payment of state fee for making changes with respect to a legal entity.
6. The filled out registration card.
Taking into account the foregoing, registration actions with respect to changes in information about the member (founder) of the Company will pass easily and this material will be useful.