Purchase and sale of "Ltd"
Question of the sale of the registered office placed most often when sole shareholder decided it will deal with another business or do will stop trading. The options make it happen are
1. To sell Ltd. - then,
2. To carry out the liquidation procedure and also be deleted from TP.
As far as item 2 takes time and involves more administrative costs and bureaucracy, the most common solution is to sell the company to another person. This can be realized through the sale of its holdings of sole shareholder of shares selected by him - physical or legal. In case of sale of a legal entity - it is to be decided by the General Assembly of the legal entity buyer for that purchase.
The reasons for buying a company on the other hand are also different, so it may be: the need to prove the credit history of the company's desire to launch immediately an activity without waiting for registration in the Commercial Register, tax and other bodies and institutions and others. below. By - as we tried to look as detailed as possible the sale procedure as legal and accounting terms.
According to the requirements of the Commerce Act /CA/, the transfer of the company share is done by a contract signed with the notary certification of the signatures and the contents executed at the same time, which is entered in the commercial register upon presentation by the manager of the company and by the author of a declaration according to a model due and unpaid obligations according to the requirements of the law in a form. Before you go, however, to the signing of the contract, it is necessary to perform some preliminary actions. First, it should be decided by the sole shareholder on the sale of holdings of shares and to designate the person to whom you sell the shares. Next, possible and normal, the buyer of the shares to request a certificate of tax liabilities of the company purchased. The certificate is not part of the documents to be prepared for izarshvane of the sale, it is an insurance for the person buying the shares that the company has no debts to the state. There is no obstacle to sell respectively buy and company obligations if on shares not distraint. The information that has a lien on the shares of the company being sold can be seen on page Commercial Register UIC number of the company.
The next step is to draw up a contract for sale of shares. The contract depends entirely on the arrangements reached between the parties, the law does not specify the required content, but the form of the contract - written with notarized signatures. The content of the contract, there should be data about countries, number and amount of shares purchased, the data of the company. The parties may freely choose the price at which you sell / buy shares, with the restriction that it can not be lower than the nominal value of the shares subject to sale. The price of shares may be payable immediately, it is possible to arrange and deferred and payout. Liability of the seller / kupivacha for liabilities
Under the law, the liability of the partners, the sole owner of the office is limited to the amount of their share capital. So if the incorporation, the sole owner has paid in full the amount of capital it his personal responsibility fell. If capital is not fully paid, the sale of the Company pursuant to Art. 130 CA, seller and purchaser will be jointly liable for unpaid capital. Old liabilities of Ltd, the former owner no financial responsibility.
For all obligations that arose prior to the sale, as well as obligations arising after her liability with its property carries itself Ltd. Until the financial liability of individuals would be reached only in the case of Art. 19 Tax Social-Insurance Procedure Code /TSIPC/ if the manager is concealed facts and circumstances which by law was required to announce to the revenue authorities as a result of which can not be collected in respect of taxes and mandatory contributions. Body competent to perform the registration is the Registry Agency, Commercial Register. Once registration is already happening, the new owner of the shares may continue commercial activities of the company, according to its objectives. It is possible that the company have been registered, VAT, or have cash registers, etc. does not need the new owner to make additional registrations or re-registrations in the National Revenue Agency /NRA/ or other institutions, as holder of the registration is the company itself, then they remain in force. On securing necessary after the transfer, the former owner to terminate its provision of this law, and to submit a declaration under Income Taxes on Natural Persons Act, received from the sale amount.
If you have additional questions or comments, feel free to be withTinchev law firm. The represantive of the firm will cooperate fully and protect your interests in your participation in that procedure or similar ones in CA.
This article does not constitute legal advice or legal advice relating to a particular situation or subject. For specific legal advice should be sought specific advice.