Property rights transition to the corporate rights of other persons
May 9, 2010 · Print This Article
How can a natural person (member) of LLC transfer corporate rights (share in the statutory fund) to another member?
There are several options to change the owner of the corporate rights:
1) the purchase-sale contract of corporate rights;
2) if the member is a natural person – notarized copy of the natural person’s application on cessation of membership of the founders (participants);
3) notarized document on the transfer of rights of a founder (participant) to another person;
4) notarized copy of the document on the share transfer of the participant in the statutory fund of the company;
5) Contract on donation of corporate rights.
The contract of sale of corporate rights.
Under the Civil Code norms purchase of corporate rights shall be made in accordance with the price and terms, offered for sale of the share (part hereof) to the third parties.
If members of the company shall not take advantage of preference share purchase within a month of notice of participant’s intention to sell the share (part hereof) or within the period, prescribed by the company’s charter or agreement between the parties, it can be alienated to a third party.
In the course of share transfer (part hereof) an immediate transfer of all member’s rights and duties, retreated fully or partially, shall occur.
When signing the contract of sale of corporate rights at the notary, it shall be required to pay state tax of 1 % of contract value of corporate rights, but not less than one minimum taxable income (tax-free allowance).
The contract of sale of corporate rights shall establish the date and order of payment of sold corporate rights.
Thus, a definite conclusion can be made: the most suitable way to transfer corporate rights from one person to another (relative) shall be the contract of sale, as there shall only be need to find common ground with other members of the company.
5) Contract on donation of corporate rights. Under the contract hereof one party (the trustor) transfers or agrees to transfer in the future the other party (the trustee) donated property (donation) free of charge. The subject of the donation contract can be personal property, including money and securities, real estate and property rights the grantor owns now or may own in the future.
Therefore, on the basis of solely common law of the Civil Code of Ukraine and taking into consideration the real will of other participants of the LLC, it can be concluded that one person may donate corporate rights to the relative.
Besides, it must be kept in mind, that donation, sale of corporate rights stipulates further execution of amendments in the constituent documents of the company, associated with the change of members and statutory capital.
Under the provisions of current laws of Ukraine the investment income shall be subject to taxation upon execution of investment assets transactions. The investment income is calculated as positive difference between income received by a taxpayer from the sale of specific investment asset and its value, calculated on the basis of the amount of expenses incurred due to the acquisition of such asset. The law also determines that investment asset, donated to or inherited by the tax payer, shall be deemed acquired at zero cost.



