Publication date: 08.07.2024
I am Mariya Borevich, your personal lawyer. My primary goal is to help clients find optimal solutions to current legal issues, ensuring reliable protection of their interests. I specialize in family, civil, and military law, which allows me to effectively handle a variety of situations and cases. In family law, I provide support in resolving issues related to divorce, property division, establishing and challenging parental rights, alimony, and child custody. I understand that these matters are often emotionally complex, so I always strive to find the most delicate and fair solutions for all parties involved. In civil law, I assist in settling disputes related to contracts, property rights, compensation for damages, inheritance, and other issues concerning the protection of personal and property interests. Special attention is given to military law — supporting servicemen, protecting their rights and interests related to military service, social guarantees, and legal disputes. This area requires deep knowledge and understanding of the specifics of military service and the legislation regulating it.
LLC (Limited Liability Company) is one of the forms of entrepreneurial activity that gives its founders (participants) limited liability for the company's obligations within the limits of their contributions to the authorized capital.
Main characteristics of LLC
- Limited liability
- The members of the LLC are responsible for the company's obligations only within the limits of their contributions to the authorized capital.
- Their personal property is not subject to recovery for the company's debts.
- Authorized capital
- The LLC has authorized capital consisting of contributions from participants.
- The minimum amount of authorized capital in Ukraine has not been established, it is determined by the participants independently.
- Number of participants
- An LLC may have one or more members (individuals or legal entities).
Management bodies
- General meeting of participants: the highest management body of the LLC, which makes the most important decisions regarding the company's activities.
- Executive body: can be collegial (directorate) or sole (director), carries out current management of the company.
- Constituent documents: the main founding document of the LLC is the charter.
Advantages of LLC
- Limited liability: participants risk only their contributions to the authorized capital.
- Management flexibility: the possibility of establishing different internal rules and procedures.
- Attracting investments: the possibility of attracting additional investors through an increase in the authorized capital.
- Stability: in case of withdrawal of one of the participants, the LLC continues to function.
Disadvantages of LLC
- Regulatory requirements: the need to comply with certain formalities and procedures laid down by law.
- Profit sharing: profit is distributed among participants in proportion to their contributions, which can be a disadvantage for small participants.
- Financial Transparency: duty to keep accounts and file financial statements.
LLCs are a popular form of doing business due to the limited responsibility of participants, a flexible management structure and the ability to attract investments. At the same time, the need to comply with regulatory requirements and maintain financial statements may pose certain challenges for entrepreneurs.
The sale of an LLC (Limited Liability Company) is a process that can be carried out in several ways:
Sale of a share in the authorized capital
- in this case, one or more participants sell their shares in the authorized capital of the LLC to another person (natural or legal).
Main stages:
- Share valuation: determining the value of the share being sold.
- Preparation of documents: drafting of a share purchase agreement and preparation of other documents.
- Agreement with participants: obtaining the consent of other members of the company.
- Notarization: notarization of the sales contract (if necessary).
- Amendments to the charter: amendments to the company's charter in connection with the change in the composition of participants.
- Registration of changes: submission of documents for state registration of changes in the Unified State Register.
Sale of LLC assets
- an LLC can sell its assets (property, equipment, claim rights, etc.) to another person, and leave the legal entity itself unchanged.
Main stages:
- Asset inventory: determination of the list of assets to be sold.
- Asset valuation: estimation of the market value of assets.
- Preparation of contracts: drafting of contracts for the purchase and sale of assets.
- Asset transfer: actual transfer of assets to a new owner.
- Display in accounting: display of an asset sale transaction in the accounting of an LLC.
Merger or accession
- an LLC may be sold by merging or joining another company. In this case, two legal entities are merged into one.
Main stages:
- Preparation of the merger/accession plan: drafting and approval of the merger or accession plan.
- Agreement with participants: obtaining the consent of the participants of both societies.
- Valuation: determination of the value of assets and liabilities of each of the companies.
- Preparation of contracts: drafting of a merger or accession contract.
- State registration: submission of documents for state registration of a merger or merger in the Unified State Register.
- Re-registration of rights: re-registration of property ownership rights, rights and obligations.
Sale of LLC as a ready-made business
- in this case, the LLC is sold as a ready-made business together with all assets, rights, liabilities, employees, etc.
Main stages:
- Preparing a business for sale: conducting an audit, drawing up a business plan, preparing financial documents.
- Business valuation: involvement of independent experts to assess business value.
- Buyer search: search for potential buyers through ads, brokers, business sales agencies. Conducting negotiations with potential buyers, agreeing on terms of sale.
- Drafting of the contract: drafting of the contract of sale of the LLC.
- Preparation of documents: preparation of all necessary documents for the transfer of property rights.
- Registration of changes: state registration of changes in the Unified State Register.
Recommendations for the sale of LLCs
- Legal advice: get advice from lawyers specializing in corporate law.
- Financial audit: conduct a financial audit of the company to prepare for sale.
- Business Valuation: involve independent experts to assess the value of a business.
- Documentary preparation: ensure full and correct preparation of all necessary documents.
- Privacy: observe confidentiality during negotiation and sales process.
Legal support for the sale of LLCs (Limited Liability Companies) is an important part of the process that ensures the legality and correctness of all actions and documents. Below are the main stages and actions that are included in the legal support of the sale of the LLC.
The main stages of legal support for the sale of LLCs
- Preparatory stage
- Legal audit: verification of all founding documents, licenses, permits, contracts related to the activities of the LLC.
- Financial audit: verification of financial documentation and reporting to identify possible risks.
- Involvement of an independent valuer: valuation of assets and business as a whole to determine the market price.
- Preparation of documents
- Statutes: verification and, if necessary, amendment of the company's statutes.
- Minutes of meetings: preparation of minutes of general meetings of participants on consent to the sale of a share in the authorized capital.
- Development of the contract: drafting of the contract for the purchase and sale of a share in the authorized capital.
- Agreement of terms: agreement of terms of the contract with all participants of the agreement.
- Notarization
- Certification of the contract: notarization of the contract of sale of the share (if necessary).
- Certification of signatures: certification of signatures on minutes of meetings of participants.
- Registration of changes
- Application forms: preparation of applications for registration of changes in the composition of company members.
- Documents for registration: preparation of a package of documents for submission to the state registrar.
- Submission of documents: submission of documents to the Unified State Register of Legal Entities.
- Obtaining an extract: obtaining an extract from the register about making changes.
- Tax and financial issues
- Tax advice: providing advice on tax liabilities related to the sale of a share.
- Reporting: preparation of the necessary tax reporting.
Very often there are force majeure situations in which LLC participants very quickly need to solve business problems, namely:
- buy LLC with an alcohol license,
- ready-made LLCs with turnover,
- buy LLC with turnover for credit,
- buy LLC with history and turnover,
- buy ready-made companies with a current account,
- sell a company with debts or need a ready-made company without any problems.
Висновок
Legal support for the liquidation of a company through sale ensures the legality, transparency and security of the transaction, minimizing risks for all participants in the process. Proper preparation and professional support of the LLC sale process will help avoid legal problems and ensure a successful transaction. Contact “Consultant”, we will help you sell a company with debts, buy a ready-made LLC with turnover, or buy an LLC with an alcohol license.
Marketplace Consultant - a one-time solution to all problems.
