Calculation of the actual value of the share upon withdrawal of the participant 2021

The legal status of the company, the rights and obligations of its participants are determined by two main documents. These are the Civil Code of the Russian Federation and Federal Law No. 14-FZ dated 02/08/1998 “On Limited Liability Companies” (hereinafter referred to as Law No. 14-FZ).

Article 87 of the Civil Code of the Russian Federation recognizes an LLC as a company established by one or several persons, the authorized capital of which is divided into shares of sizes determined by the constituent documents. The participants of the company are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the limits of the value of the contributions made by them.

The Civil Code of the Russian Federation recognizes the right of a company participant to sell or otherwise assign his share in the authorized capital of the company or part thereof to one or more participants of this company.

Alienation by a company participant of his share (part thereof) to third parties is permitted, unless otherwise provided by the company's charter (clause 2 of article 93 of the Civil Code of the Russian Federation).

This right is also stipulated by Article 21 of Law No. 14-FZ, which additionally indicates that the consent of the company or other participants of the company to carry out such a transaction is not required, unless otherwise provided by the company's charter.
EXAMPLE 1. “RESTRICTION” ON ALIENATION OF A SHARE Extract from the Charter of a limited liability company.
A participant in the company has the right to leave the Company at any time, regardless of the consent of its other Participants or the Company. A participant in the Society who intends to sell his share (part of the share) to a third party is obliged to notify in writing the other Participants of the Society and the Company itself, indicating the price and other conditions of its sales.

It should be noted that company participants enjoy the pre-emptive right to purchase a share (part of a share) of a company participant at the offer price to a third party or at a price different from the offer price to a third party and predetermined by the company charter in proportion to the size of their shares, unless the company charter or agreement of the company participants a different procedure for exercising this right is provided.

Thus, we have established that the buyers of the share can be members of the company and third parties. These can be both individuals and legal entities.

However, there may be another acquirer - the society itself. This is stated in Article 23 of Law No. 14-FZ, which determined the list of cases in which companies can acquire a share of participants (part of the share) in their authorized capital.

The acquisition of a share by a company in other cases is prohibited by law.

Quit Statement

To leave the LLC, the founder (participant) must submit a written application to the organization (clause 1 of Article 94 of the Civil Code of the Russian Federation, Resolution of the Presidium of the Supreme Arbitration Court of the Russian Federation dated January 18, 2005 No. 11809/04).

From the date of submission of this document, the participant’s share will pass to the organization (clause 2 of article 94 of the Civil Code of the Russian Federation, clauses 6.1, 7 of article 23 of the Law of February 8, 1998 No. 14-FZ).

The day of filing an application is one of the following dates:

the day of its transmission to the board of directors (supervisory board), the head of the company or an employee of the organization, whose duties include transmitting the application to a competent person;

the day on which the company received the application sent by mail.

This is stated in subparagraph “b” of paragraph 16 of the resolution of the Plenums of the Supreme Court of the Russian Federation and the Supreme Arbitration Court of the Russian Federation dated December 9, 1999 No. 90/14.

An example of an application for withdrawal of a participant from an LLC

The authorized capital of Torgovaya LLC is 100,000 rubles. It is divided into shares between three participants. One participant – A.S. Glebova - decided to leave the founders, as he wrote in a statement.

On July 16, Glebova sent a statement to Hermes by mail with acknowledgment of receipt. The society received the statement on July 23. The date of receipt of the application by Hermes is confirmed by the imprint of a calendar stamp on the notification.

Change of charter

If the founder (participant) left the LLC before the company’s charter was brought into compliance with the new edition of Law No. 14-FZ of February 8, 1998, then it is necessary to proceed as follows. Simultaneously with registering the transfer of shares, changes to the charter must be registered. This was stated in the letter of the Federal Tax Service of Russia dated June 25, 2009 No. MN-22-6/511.

Within a year from the date of filing the application for withdrawal, the organization must find new owners of the share of the founder (participant) who left the company. It can be distributed among other founders (participants), sold to one of them, sold to third parties, etc. This is stated in Article 24 of the Law of February 8, 1998 No. 14-FZ.

The new composition of the organization's participants must be reflected in the list of company participants. In addition to information about each participant, this document must contain information about the size of his share, its payment, the size of shares belonging to the company itself, the dates of their transfer to the company, etc. (Clause 1 of Article 31.1 of the Law of February 8, 1998 No. 14-FZ).

Payment terms under loan agreements

The Central Bank, in its letter dated March 27, 2021 No. IN-03-31/32, indicated that if the last day of the loan payment period falls on a non-working day, then the last date is considered such a non-working day (except Saturday and Sunday).
However, the Supreme Court pointed out that the Central Bank does not have such powers and its letters cannot be above the law. Failure to pay the payments stipulated by the contract during the period from March 30 to April 3, 2021 is not a delay in the fulfillment of obligations, and the postponement of the deadline for fulfilling an obligation to the next next business day cannot be considered as a violation of the deadlines for fulfilling obligations.

Payment of the share to the withdrawing participant

The organization is obliged to pay the founder (participant) the actual value of his share (clause 6.1 of Article 23 of the Law of February 8, 1998 No. 14-FZ).

Calculate the actual value of the share of the founder (participant) retiring from the LLC using the formula:

Actual value of the founder's (participant's) share

Nominal value of share

Authorized capital

Net assets

This calculation procedure is established by paragraph 2 of Article 14 of the Law of February 8, 1998 No. 14-FZ.

The procedure for assessing net assets was approved by order of the Ministry of Finance of Russia dated August 28, 2014 No. 84n.

Situation: what data must be used to calculate the actual value of the founder’s (participant’s) share?

Estimate the actual value of the redeemed share of the founder (participant) based on the market value of the property reflected in the balance sheet.

The actual value of the founder's (participant's) share corresponds to part of the value of the company's net assets, proportional to its nominal share. As a general rule, when buying out a share (when a participant leaves the company), this indicator is determined on the basis of the Balance Sheet data for the last reporting period before the founder (participant) approached the company with such a requirement (application). In this case, the indicators for calculating the actual value of the share must be taken from the reporting that is closest to the date of filing the participant’s request (application) to leave the company. This can be not only annual, but also interim (monthly or quarterly) reporting. This procedure follows from the provisions of paragraph 2 of Article 14, paragraphs 2 and 6.1 of Article 23 of the Law of February 8, 1998 No. 14-FZ and is confirmed by judicial practice (see, for example, the decisions of the Seventh Arbitration Court of Appeal of April 6, 2015 No. 07AP -871/2015, Arbitration Court of the West Siberian District dated August 6, 2015 No. F04-21575/2015).

Thus, from the literal interpretation of these norms it follows that the only document on the basis of which an organization must calculate the actual value of the founder’s (participant’s) share is the balance sheet. Consequently, other methods for determining the value of a company’s assets, including based on the market value of property, cannot be used.

However, it should be taken into account that the financial statements must reliably reflect the financial position of the organization (clause 6 of PBU 4/99). Subject to this rule, the book value of the property corresponds to its market value.

The withdrawing participant has the right to challenge in court the amount of the actual value of the share calculated by the company (subclause “c” of paragraph 16 of the resolution of the plenums of the Supreme Court of the Russian Federation and the Supreme Arbitration Court of the Russian Federation dated December 9, 1999 No. 90/14).

If a dispute arises between a participant and the company, the courts determine the actual value of the share taking into account the market value of the company's property. In this case, the balance sheet data is used to establish the composition of the company’s property (resolutions of the Presidium of the Supreme Arbitration Court of the Russian Federation dated June 7, 2005 No. 15787/04, dated September 6, 2005 No. 5261/05).

The rulings of arbitration courts adopted after this were overwhelmingly based on this position (see, for example, the rulings of the Supreme Arbitration Court of the Russian Federation dated March 5, 2010 No. VAS-1880/10, dated November 22, 2007 No. 14448/07, decisions of the FAS Western Siberian District dated June 24, 2010 No. A75-5643/2009, Ural District dated May 12, 2010 No. Ф09-3177/10-С4, dated March 18, 2010 No. Ф09-1603/10-С4, Far Eastern District dated March 23, 2010 No. 1365/2010, Volga District dated February 12, 2010 No. A72-4275/2008, dated February 12, 2010 No. A72-4272/2008, Central District dated February 5, 2010 No. F10-6286 /09, dated March 30, 2009 No. F10-714/09(2), North-Western District dated December 23, 2009 No. A26-3413/2008, North Caucasus District dated December 11, 2009 No. A32-16337 /2007, Volga-Vyatka District dated May 28, 2008 No. A28-278/2008-9/9).

In this situation, the organization will have to independently resolve the issue of assessing the actual value of the founder’s (participant’s) share being purchased from him. However, taking into account the established arbitration practice, the company will not violate the requirements of the law, but will avoid litigation if it evaluates the actual value of the redeemed share of the founder (participant) based on the market value of the property reflected in the balance sheet.

An example of calculating the actual value of a share when a founder leaves an LLC. The book value of the organization's net assets corresponds to their market value

The authorized capital of Torgovaya LLC is 100,000 rubles. It is divided into shares between three participants:

A.V.'s share Lvov – 25,000 rubles;
share of E.E. Gromovoy – 25,000 rubles;
share of V.K. Volkova – 50,000 rubles.

Gromova decided to leave the founders. Hermes received a statement about Gromova’s release on July 16. To pay the share, the Hermes accountant calculated its actual value according to the balance sheet. According to the balance sheet for the first half of the year, the value of the organization’s net assets is 1,080,000 rubles.

The actual value of Gromova’s share, which is payable, is equal to: 25,000 rubles. : 100,000 rub. × 1,080,000 rub. = 270,000 rub.

An example of calculating the actual value of a share when a founder leaves an LLC. The book value of the organization's net assets does not correspond to their market value

The authorized capital of Torgovaya LLC is 100,000 rubles. It is divided into shares between three participants:

A.V.'s share Lvov – 25,000 rubles;
share of E.E. Gromovoy – 25,000 rubles;
share of V.K. Volkova – 50,000 rubles.

Gromova decided to leave the founders. In this regard, the organization conducted an expert assessment of the market value of real estate listed on its balance sheet.

Hermes received a statement about Gromova’s release on July 16. To pay the share, the Hermes accountant calculated its actual value based on the balance sheet and expert assessment. According to the balance sheet for the first half of the year, taking into account the market value of property, the value of the organization’s net assets is 5,100,000 rubles.

The actual value of Gromova’s share, which is payable, is equal to: 25,000 rubles. : 100,000 rub. × 5,100,000 rub. = 1,275,000 rub.

How to calculate net assets?

The next important point to consider is calculating the net asset price. This procedure was also thought out by the Ministry of Finance, but it is only suitable for joint-stock companies. At the same time, the financial statements of the company have the same structure, so the approved procedure can be applied to LLCs. In turn, the Russian Ministry of Finance agrees with this position, as evidenced by the letter numbered 03-03-06/1/791.

Net assets are calculated using the following formula:

NA = IP + PBP - ZPUUV, where

NA - net assets.
IP is the final parameter of the 3rd section of the balance sheet.
PBP - deferred profit.
ZPUUV - debt for payment by the founders of contributions to capital.

It is worth noting that the LLC is not obliged to pay the founder’s share in a situation if the price of its net assets is less than zero.

It turns out that in the process of calculating the actual value, only one document is relevant - the company’s accounting records. In this case, the parameters that are subsequently substituted into the formulas are also drawn from the balance sheet.

For greater accuracy, it is worth highlighting another position, which is based on the need to take into account the market price of the enterprise’s assets when calculating the actual price of the share of the founder leaving the LLC. This position often becomes the cause of many disputes regarding the issue of calculating the value of a share.

If the founder of the LLC does not agree with the size of the share that the company has determined, he has the right to come to the arbitration court and hand over the evidence in hand. In this case, the authorized body must check how correct the LLC’s calculations are. The evidence submitted to the court must be based on independent expertise.

Accounting: payment of shares

You can settle accounts with the founder (participant) either with money or with property (with his consent). This must be done within three months from the date the participant submits an application to leave the company, unless a different period is provided for in the charter (clause 6.1 of Article 23 of the Law of February 8, 1998 No. 14-FZ).

Reflect the payment of the actual value of the share by posting:

Debit 75 subaccount “Participant” Credit 51 (50) – the actual value of the participant’s share was paid minus the withheld personal income tax.

This follows from the Instructions for the chart of accounts.

An example of payment of the actual value of a share when the founder leaves the LLC. The book value of the organization's net assets corresponds to their market value

The authorized capital of Torgovaya LLC is 100,000 rubles. It is divided into shares between three participants:

A.V.'s share Lvov – 25,000 rubles;
share of E.E. Gromovoy – 25,000 rubles;
share of V.K. Volkova – 50,000 rubles.

Gromova decided to leave the founders. Hermes received a statement about Gromova’s release on July 16. To pay the share, the Hermes accountant calculated its actual value. According to the balance sheet for the first half of the year, the value of the organization’s net assets is 1,080,000 rubles. The actual value of Gromova’s share is 270,000 rubles. (RUB 25,000 : RUB 100,000 × RUB 1,080,000).

On July 16, the accountant reflected the transfer of Gromova’s share to the company:

Debit 81 Credit 75 subaccount “Gromov’s Participant” – 270,000 rubles. – reflects the transfer of Gromova’s share to the organization.

On August 20, the Hermes cashier paid Gromova the amount due to her. Gromova is a resident of Russia. On this day, the accountant made the following entries:

Debit 75 sub-account “Gromov Participant” Credit 68 sub-account “Personal Income Tax Payments” – 35,100 rubles. (RUB 270,000 × 13%) – personal income tax is withheld from the actual value of Gromova’s share;

Debit 75 subaccount “Gromov's Participant” Credit 50 – 234,900 rub. (270,000 rubles – 35,100 rubles) – the actual value of his share in the authorized capital was paid to the participant.

Situation: is it necessary to pay the actual value of the share to the founder (participant) leaving the LLC if the net assets of the organization are negative?

No no need.

If a founder (participant) leaves the company, the organization is obliged to pay him the actual value of his share. The acquisition of a share is paid for by the company from the difference between the value of net assets and the size of the authorized capital.

This follows from paragraphs 6.1 and 8 of Article 23 of the Law of February 8, 1998 No. 14-FZ.

The actual value of the share of the founder (participant) of the company corresponds to part of the value of the company’s net assets in proportion to the size of its share (paragraph 2, paragraph 2, article 14 of the Law of February 8, 1998 No. 14-FZ).

Consequently, if the value of the company’s net assets is negative, then there are no grounds for paying the actual value of the shares.

A similar conclusion was made in the resolution of the Presidium of the Supreme Arbitration Court of the Russian Federation dated November 14, 2006 No. 10022/06, the determination of the Supreme Arbitration Court of the Russian Federation dated December 18, 2012 No. VAS-16959/12, resolutions of the Federal Antimonopoly Service of the Ural District dated January 24, 2013 No. F09-13828/ 12, Moscow District dated October 29, 2012 No. A41-30190/10, Central District dated February 9, 2012 No. A14-3376/2011.

It should be noted that a company whose net assets will be less than its authorized capital at the end of two financial years in a row (starting from the second financial year) is obliged to make a decision to reduce the authorized capital to an amount not exceeding the value of the organization’s net assets (clause 4 Article 90 of the Civil Code of the Russian Federation, paragraph 4 of Article 30 of the Law of February 8, 1998 No. 14-FZ). In this case, the authorized capital can be reduced by reducing the nominal value of the shares of all participants or by extinguishing the shares owned by the company (Clause 1, Article 20 of the Law of February 8, 1998 No. 14-FZ).

An example of how to reflect in accounting the transfer of a participant's share upon leaving an LLC. The actual share is not paid because the net assets are negative

The authorized capital of Torgovaya LLC is 100,000 rubles. It is divided into shares between three participants:

A.V.'s share Lvov – 25,000 rubles;
share of E.E. Gromovoy – 25,000 rubles;
share of A.S. Glebova – 50,000 rubles.

Glebova decided to withdraw from the participants. The application for Glebova’s release was received by Hermes on July 16. As a general rule, when Glebova leaves the membership, Hermes must pay her the actual value of the share within a month. However, according to the balance sheet for the first half of the year, taking into account the market value of the property, the value of net assets turned out to be negative (-250,000 rubles).

Based on this, calculation and payment of the actual value of the share upon Glebova’s withdrawal from the LLC’s membership are not made. Within the period established by law (i.e., until November 17), Glebova did not declare her reinstatement as a member of the LLC.

In this case, the nominal value of Glebova’s share is distributed among the remaining participants in proportion to their shares in the authorized capital (by decision of the general meeting of participants).

Since Lvov's and Gromova's shares are the same, Glebova's share is distributed equally between them.

On July 16, the accountant reflected the transfer of the nominal share to the LLC with the following entries:

Debit 81 Credit 75 subaccount “Glebov’s Participant” – 50,000 rubles. – reflects the transfer of Glebova’s share to the organization at nominal value.

On November 17, the deadline for Glebova to apply for reinstatement as a participant expired:

Debit 75 subaccount “Glebov’s Participant” Credit 91 – 50,000 rub. – the nominal value of Glebova’s share is included in other income.

The accountant reflected the distribution of shares in the authorized capital of the company among the remaining participants with the following entries:

Debit 75 subaccount “Participant Lviv” Credit 81 – 25,000 rubles. (RUB 50,000: 2) – according to the decision to redistribute the share of the withdrawing participant, the transfer of the nominal share to Lvov is reflected;

Debit 75 subaccount “Gromov's Participant” Credit 81 – 25,000 rubles. (RUB 50,000: 2) – according to the decision to redistribute the share of a retired participant, the transfer of the nominal share to Gromova is reflected;

Debit 80 subaccount “Participant Glebova” Credit 80 subaccount “Participant Lvov” – 25,000 rubles. (RUB 50,000: 2) – reflects the change in the composition of participants;

Debit 80 sub-account “Glebov’s Participant” Credit 80 sub-account “Gromov’s Participant” – 25,000 rubles. (RUB 50,000: 2) – reflects the change in the composition of participants.

Since the remaining participants do not pay for the shares distributed in their favor, the amount reflected in the debit of account 75 is written off from the appropriate sources:

Debit 84 Credit 75 subaccount “Participant Lviv” – 25,000 rubles. (50,000 rubles: 2) – the nominal value of the share in the part transferred to Lvov through redistribution was written off;

Debit 84 Credit 75 subaccount “Gromov’s Participant” – 25,000 rubles. (50,000 rubles: 2) – the nominal value of the share in the part transferred to Gromovaya through redistribution was written off.

When the share of a retired participant is distributed among the remaining participants, they will have income subject to personal income tax. Since no payments are made to participants, the organization reported to the inspectorate that it was impossible to withhold tax.

Reduction in size after updated reporting

In most cases, filing updated financial statements does not lead to a decrease in the actual value of the share. The actual value of the share of the withdrawing participant is not always positive.

Refusing to satisfy the stated requirements, the arbitration courts, guided by paragraph 39 of the Regulations on changes in financial statements, paragraph 10 of the Accounting Regulations “Correction of errors in accounting and reporting”, approved by order of the Ministry of Finance of the Russian Federation dated June 28, 2010 N 63n, rightfully proceeded from the absence legal grounds for taking into account when considering the case the information reflected in the updated financial statements, since changes to the financial statements compiled as of 03/31/2011 were made by Mashkomplekt-Region LLC on 06/18/2012, that is, after the deadline for its approval provided for by current legislation.
Resolution of the Arbitration Court of the East Siberian District dated February 20, 2016 N F02-7624/2015 in case N A33-18697/2014

Accounting statements are prepared by the company itself, the validity of the size of the share payable by the company is checked by the court only if the withdrawing participant disagrees with this amount, while the company does not have the right to raise objections based on the unreliability of its accounting, the data of which, in addition, is transferred to the tax authority.

Accounting: transfer of the participant's share to the organization

Upon receipt of an application for the withdrawal of a founder (participant) from the company, make the following entry in accounting:

Debit 81 Credit 75 subaccount “Participant” - reflects the transfer of the participant’s share to the organization.

This conclusion follows from the Instructions for the chart of accounts.

An example of reflecting in accounting the distribution of the share of a retired participant among the remaining participants

The authorized capital of Torgovaya LLC is 100,000 rubles. It is divided into shares between three participants:

A.V.'s share Lvov – 25,000 rubles;
share of E.E. Gromovoy – 25,000 rubles;
share of V.K. Volkova – 50,000 rubles.

Volkov decided to withdraw from the membership. On July 16, his resignation letter was received by the organization. The actual value of Volkov's share is 220,000 rubles.

The following entry was made in the organization's accounting:

Debit 81 Credit 75 subaccount “Participant of Wolves” – 220,000 rubles. – reflects the transfer of Volkov’s share to the organization.

By decision of the general meeting of participants, the share of the withdrawing participant is distributed among the remaining participants in proportion to their shares in the authorized capital. Since the shares of Lvov and Gromova are the same, the share of the eliminated participant is distributed equally between them.

In accounting, the accountant reflected the redistribution of shares in the authorized capital with the following entries:

Debit 75 subaccount “Participant Gromov” Credit 81 – 110,000 rubles. (RUB 220,000: 2) – reflects the transfer of the share to Gromova based on the decision to redistribute the share of the withdrawing participant;

Debit 75 “Participant Lviv” Credit 81 – 110,000 rub. (RUB 220,000: 2) – reflects the transfer of the share to Lvov by decision on the redistribution of the share of the withdrawing participant;

Debit 80 subaccount “Participant Volkov” Credit 80 subaccount “Participant Gromov” – 25,000 rubles. (RUB 50,000: 2) – reflects the change in the composition of participants;

Debit 80 subaccount “Participant Volkov” Credit 80 subaccount “Participant Lviv” – 25,000 rubles. (RUB 50,000: 2) – reflects the change in the composition of participants.

Since the remaining participants do not pay for the shares distributed in their favor, the amount reflected in the debit of account 75 is written off from the appropriate sources:

Debit 84 Credit 75 subaccount “Gromov’s Participant” – 110,000 rubles. – the actual value of the share in the part transferred to Gromova through redistribution was written off;

Debit 84 Credit 75 subaccount “Participant Lviv” – 110,000 rubles. – the actual value of the share in the part transferred to Lvov through redistribution was written off.

An example of reflecting in accounting the sale by a company of a share of a retired participant to a third party

The authorized capital of Torgovaya LLC is 100,000 rubles. It is divided into shares between three participants:

A.V.'s share Lvov – 25,000 rubles;
share of E.E. Gromovoy – 25,000 rubles;
share of V.K. Volkova – 50,000 rubles.

Volkov decided to withdraw from the membership. On July 16, his resignation letter was received by the organization. The actual value of Volkov's share is 220,000 rubles.

The following entry was made in the organization's accounting:

Debit 81 Credit 75 subaccount “Participant of Wolves” – 220,000 rubles. – reflects the transfer of Volkov’s share to the organization.

By decision of the general meeting of participants, the share of the withdrawing participant will be sold to a third party at its actual value (RUB 220,000)

In accounting, the accountant reflected the sale of a share in the authorized capital with the following entries:

Debit 75 subaccount “New participant” Credit 91-1 – 220,000 rubles. – the share of the withdrawing participant is sold to the new participant;

Debit 91-2 Credit 81 – 220,000 rub. – the actual (actual) cost of the share being sold is written off;

Debit 50 (51) Credit 75 – 220,000 rub. – the share was paid by the new participant;

Debit 80 sub-account “Wolf Participant” Credit 80 sub-account “New Participant” – 50,000 rubles. – reflects the change in the composition of participants.

Situation: what value of the founder’s (participant’s) share in the authorized capital of the LLC - nominal or real - is written off in accounting when he submits an application to leave the company?

When a founder (participant) leaves the company, write off the actual value of his share in accounting.

In the debit of account 81 “Own shares (shares)”, reflect the amount of actual expenses - the amount that needs to be paid to the founder (participant) (Instructions for the chart of accounts). The LLC must pay the founder (participant) the actual value of the share (clause 6.1 of Article 23 of the Law of February 8, 1998 No. 14-FZ). Therefore, debit account 81 “Own shares (shares)” with the actual value of the share.

An example of how settlements with a participant when he leaves an LLC are reflected in accounting

The authorized capital of Torgovaya LLC is 100,000 rubles. It is divided into shares between three participants:

A.V.'s share Lvov – 25,000 rubles;
share of E.E. Gromovoy – 25,000 rubles;
share of V.K. Volkova – 50,000 rubles.

Volkov decided to withdraw from the membership. On July 16, his resignation letter was received by the society. The actual value of Volkov's share is 220,000 rubles.

The following entry was made in the organization's accounting:

Debit 81 Credit 75 subaccount “Participant of Wolves” – 220,000 rubles. – reflects the transfer of Volkov’s share to the organization.