Sale of LLC shares

A limited liability company (LLC) is one of the most popular organizational and legal forms of doing business in Ukraine.

The procedure for selling shares in an LLC requires compliance with certain conditions and the presence of a number of documents and is regulated by legislation, namely:

• The Civil Code of Ukraine establishes the general rules of civil turnover, which also apply to transactions with corporate rights.
• The Economic Code of Ukraine – supplements the civil law norms with specific rules related to economic activity, including the activity of LLCs.
• The Law of Ukraine “On Economic Partnerships” contains special provisions on the activities of limited liability partnerships, including rules on the exit of participants from the partnership, the preferential right to purchase shares, and the procedure for transferring shares to other persons.
• The Law of Ukraine “On the Registration of Legal Entities, Individual Entrepreneurs and Public Organizations” regulates the procedure for registering changes in the members of an LLC, which is necessary after the sale of a share.
• Notarial legislation – in some cases, the sale of shares of an LLC may require the notarization of contracts. Such requirements can also be fixed in the statute of the LLC.

These laws define the legal framework for carrying out and registering the sale of shares, the obligations and rights of the participants, as well as the procedural aspects that must be fulfilled for the legitimate execution of the transaction.

The procedure for selling shares

The sale of LLC shares begins with the participant’s decision to dispose of his share. According to the legislation, other members of the company have a preferential right to purchase it. This means that the seller must first offer the sale of the share to other members of the LLC on the same terms on which it is offered to third parties.

If other participants refuse to buy a share or do not show a desire to buy it within the period established by the statute, the share can be sold to third parties. This process should be formalized by concluding a share purchase agreement in the LLC.

Terms of sale

The sale of a share must meet the conditions stipulated by the company’s charter and current legislation.

Special attention should be paid to:

• An assessment of the value of the share, may require the involvement of an independent appraiser.
• Obtaining consent from other members of the LLC, if such a requirement is provided by the statute.
• Notarial certificate of the agreement.

Necessary documents

To sell a share in an LLC, you must prepare the following package of documents:

• The decision to sell the share.
• Share purchase and sale agreement.
• Act of acceptance and transfer of share (notarized).
• Documents confirming ownership of the share.
• Consent of other members of the LLC to the sale, if necessary.
• Notarized copies of all documents that require notarization (passports, powers of attorney, etc.).

After the sale, it is also necessary to register changes in the members of the LLC in the relevant state bodies, which includes making changes to the Unified State Register of Legal Entities, Individual Entrepreneurs, and Public Organizations. This can be done through the bodies of the notary or Tsnap.

Selling a share in an LLC is a complex process that requires a careful study of legislation, the company’s charter, and the preparation of a large amount of documentation.

With the involvement of qualified lawyers of the company “Prikhodko and Partners,” you ensure the legality and security of the transaction and its speed.