INHERITANCE OF SHARE IN THE AUTHORIZED CAPITAL OF LTD
The issue of inheriting the share of LLC in the authorized capital was and is one of the most pressing. After all, in addition to the usual provisions of civil law, other regulations must be taken into account.
In order for the heir to exercise his right to a share in the authorized capital of the company, he only had to accept the inheritance, it is necessary to take a number of other actions in order to exercise his legal right.
So, more details about the order of inheritance of shares in LLC.
When drawing up an inheritance for a share in the authorized capital of a limited liability company, the Law “On Limited Liability Companies” must also be followed.
In particular, in Art. 23 of the Law “On Limited Liability Companies” states that in case of death of a member of the company, his share passes to his heirs. Interestingly, the same article states that the consent of other members of the company to join the heir to the LLC is not required.
Everything seems simple and clear: the heirs have accepted the inheritance, and therefore have the right to be new full members of the company. But not everything is so simple, you need to go through some more registration steps. According to the Law “On State Registration of Legal Entities and Individual Entrepreneurs and Public Associations”, namely part 5 of Article 7 in case of change of members of the company on the basis of inheritance it is necessary to submit the following list of documents for state registration of a new member:
- A completed application must indicate the registration of changes to the information on the legal entity, which are specified in the Unified State Register.
- Receipt of payment of administrative fee.
- Application for membership in companies. This application must notarize the authenticity of the signature, and must use a special notarized form.
- Notarized copy of the document on the right to inheritance.
From this we can conclude that the heir can inherit only when he receives a certificate of inheritance, but in the process of accepting the inheritance and joining the members of the company may have some difficulties.
For example, if there are several heirs and there is a dispute between them over the inheritance, then the notary in accordance with the Law “On Notaries” will not be able to issue certificates of inheritance until the dispute between the heirs, and therefore join the participants company heirs will not be possible until then.
And this problem may arise not only for the heirs, but also for the company itself, because while the issue of inheritance will be resolved, the company must make decisions concerning its activities, and without the full membership it will be difficult to do.
This issue is partially regulated by Part 3 of Art. 61 of the Law of Ukraine “On Notaries”, which states that in the case where the inheritance includes corporate rights, the notary may appoint a manager of the inheritance from among the heirs.
Therefore, in order to inherit a share in the authorized capital of a limited liability company, the following actions must be taken:
- Within six months, apply to a notary with a statement of acceptance of the inheritance (Part 1 of Article 1270 of the Civil Code of Ukraine).
- Obtain a certificate of inheritance
- Contact the registrar with a package of documents to register a change of company member.
Only after performing all these actions, the heir can become a full member of the company and the owner of a share in the authorized capital of the company.
Author: Anatoliy Perepelchenko