Withdrawal from the membership of an LLC in Belarus

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  1. We accept the application for withdrawal
  2. Calling a meeting of participants on the issue of exit
  3. Registration of constituent documents
  4. We inform third parties about the change in the composition of participants
  5. We make a settlement with the exiting participant

Any participant, except for the last (only) one, has the right to withdraw from the membership of a limited (additional) liability company (hereinafter - LLC). The right to exit does not depend on the will of other participants and the executive body of the LLC. The consent of the participant's spouse is also not required for withdrawal, since withdrawal is not an act of disposing of the spouses' property.

At the same time, it is worth remembering that at the stage of liquidation or bankruptcy, it is impossible to submit an application for withdrawal, since in this case, a change in the composition of participants is possible only in court.

Step 1. Accept the application for withdrawal.

A participant wishing to leave the LLC is obliged declare it in writing... The corresponding application is sent by registered mail with acknowledgment of receipt or by a special executive body of the LLC (director, manager, managing organization) at the location of the LLC. A participant has the right to send a corresponding application to other persons, for example, to other participants at their home address and even to the tax authorities. However, only the submission of an application to the location of the LLC indicated in the Unified State Register of Legal Entities and Individual Entrepreneurs of the Republic of Belarus will have legal significance.

The statement as a unilateral act, as a general rule, is made in one copy, however, when the director of the LLC is handed the statement by courier, it is worth making a second copy that remains to the exiting participant. On this copy, it is advisable to make a mark on the delivery of the application to the director. If the application is accepted not by the director, but by another person, it is necessary to request a certified copy of the power of attorney of this person to receive documents.

Step 2. We call an extraordinary general meeting of participants on the issue of exit.

Having received a statement of withdrawal, the head of the LLC initiates the convocation extraordinary general meeting of participants... Since the moment of withdrawal is by default the date of receipt of the application for withdrawal by the LLC, the withdrawing participant can only attend this meeting as an invited person. The agenda of this meeting will include consideration of the application for withdrawal, determination of the procedure for registering the change in the composition of participants in the registering authority, distribution of the share of the withdrawing participant among the remaining, the procedure for settlements with the withdrawing participant.

If, after the participant leaves the LLC, only one participant remains, then he accepts action decision after the exit of another participant (s), and does not call a meeting.

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Step 3. Registration of constituent documents in connection with the withdrawal of the participant.

The charter approved by the general meeting of participants, which does not contain information about the withdrawn participant, must be registered by the director with the registration authority at the location of the LLC within 2 months from the date of withdrawal by filing applications for state registration of changes in the charter... For registration, the presence of the exiting participant and even the remaining participants is not necessary. However, the remaining members must sign copies of the charter, which are submitted for state registration. Administrative liability has been established for violation of the terms of registration (see article 23.64 of the Administrative Code).

We have specially developed two versions of the charter in connection with the withdrawal of the participant from the LLC: for LLC with the remaining sole participantwhen other participant (s) leave the composition; as well as for LLC with several memberswhen one of the members leaves the membership.

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Step 4. We inform third parties about the change in the list of participants.

A copy of the new version of the charter registered as a result of the release of the participant is sent to by letter to the tax authorities, the bank and the Federal Social Welfare Fund. The timeline for such a direction has not been established, however, it is not worth delaying the production of the corresponding actions. Otherwise, the LLC will bear the risks associated with the lack of up-to-date information in the relevant organizations.

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Step 5. We make the calculation with the exiting participant.

It should be remembered that filing an application for the withdrawal of a participant from the LLC generates financial obligations of the LLC to this participant. This is especially worth paying attention to those persons who choose between this mechanism for changing the composition of participants and the contractual one. Indeed, an exit through filing an application entails fewer formalities in terms of preparing documents. However, if the LLC has retained earnings and property, the exiting participant has the right to receive the share due to him. An exception can be called the case when the participant did not contribute to the authorized capital of the LLC. Here he cannot claim payments, as in the case of the lack of property / profit or losses from the company.

You should also debunk the myth, according to which the leaving participant is paid a contribution made by him to the authorized capital of the LLC. This opinion is illusory, finding no basis in the legislation. By making a contribution to the authorized capital, the participant introduced funds into circulation. Thus, he has the right to count either on an increase in this contribution in the form of profit and growth in the property mass of the LLC, or on the loss of the contribution in the event of losses.

In practice, it is often the case that some lawyers or accountants offer to sign a written waiver to the exiting non-claiming participant. However, to what extent will this refusal be legally binding? The legislation does not provide for such an opportunity. Therefore, we can conclude, firstly, that non-paid payments form an object for taxation in the form of non-operating income, and secondly, that the exiting participant will be able to change his mind over time, referring to the fact that the waiver of the right to payments is not allowed if the relevant norm is peremptory.

Settlement with the outgoing participant, unless otherwise provided by the charter, is made based on the results of the financial year and after the approval of the report for the year. By agreement between the participants, the payment can be replaced by the issuance of property in kind.

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What if the LLC does not register a member's exit?

In this case, you just have to seek the protection of your rights in court. The subject of such a claim will be, firstly, forcing the LLC to state registration of constituent documents reflecting the change in composition, and secondly, in the presence of retained profits and property of the LLC, on the award of appropriate payments.

If you do not force the LLC to register, the withdrawal will be valid in one way or another, but your data will remain in the USR, therefore, if the LLC has problems, for example, in the event of bankruptcy, you will have to prove the fact of filing an application for withdrawal.

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