Calculation of the actual value of the share. Determination of the actual value of a share

When a participant leaves the LLC, it is necessary to calculate the actual value of his share according to the rules of 2019. This amount needs to be established for the company to pay the money or so that it can be claimed through the courts.

If the participant leaves the LLC, he is paid the actual value of the share

LLC forms its authorized capital from the funds invested by the participants. It is made up of the par value of their shares. The value of each fraction is determined as a percentage or as a fraction. This is the ratio of the par value of the share and the authorized capital ().

There is also the concept of the actual value of the share of a participant in an LLC in the authorized capital of a company: this is a part of the value of the net assets of an LLC proportional to the size of its share. It is this cost that the company is obliged to pay to the participant if he decided to leave the LLC (). That is, the owner of a 50% share has the right to claim 50% of net assets. With the consent of the participant, the company can provide him not with money, but property for the same amount.

In 2019, the previous rules for calculating the actual value of a share upon exiting a participant continue to apply. It is determined according to accounting data. The data is taken for the reporting period that preceded the application for withdrawal. For example, if the application was received on April 11, they look at the data for the previous year. If the owner of the share has not paid for it in full, the actual value of the part for which he contributed is transferred to him.

The LLC has 3 months to transfer funds or transfer property. This period is considered from the date of occurrence of such an obligation. A different period may be specified in the company's charter, in which case the funds must be transferred in accordance with the requirements of the charter.

If the company refuses to pay or withholds funds, the participant has the right to claim them in court. But in order for the court to consider the claim, it is necessary to indicate the actual value of the share and justify it with a calculation scheme. To determine the value, you need to calculate the corresponding net asset price.

To determine the true value of the share, find out the net asset value of the LLC

Determination of the value of a share in an LLC depends on the value of its net assets. This indicator is the difference between the assets of an LLC and the amount of its liabilities. The obligations of the LLC are recorded in the accounting data ().

Before calculating the actual value of a share, check for which period you need to determine the value of assets. Most often, they take accounting data for the previous reporting year. But the charter of an LLC may have different rules - for example, on filing reports every quarter. Then you need to rely on the reporting for the last quarter.

The plaintiff indicated in the claim the price of the share in accordance with the financial indicators of the LLC for the past year. The Society objected and referred to the quarterly filing of reports. The calculation of the actual value of the share based on quarterly data gave a result of 100 million rubles. less than in the claim. However, the courts found that there was no requirement in the bylaws to submit reports every quarter, and there was no corresponding decision of the meeting. The courts determined the cost based on the data of the annual report and upheld the plaintiff ().

When determining the cost, VAT shares are not taken into account

The value of the share in the claim depends on the net assets. If VAT is taken into account when determining them, as a result, the value of the share will be overestimated. The higher court will point out this error and overturn the decision (,). Since fixed assets on the balance sheet of an LLC are accounted for without VAT, VAT is not used when calculating net assets ().

The lawsuit indicates not only data on the determination of the value of a share in an LLC, but also penalty interest

In addition to the requirement to pay the actual value of the share, interest can be charged under Article 395 of the Civil Code of the Russian Federation. They are calculated from the date when the society became obliged to transfer funds to the former participant (,). The calculation of interest is not affected by the date of entry into force of the court act on the recovery of funds for the share ().

You can determine the cost yourself or with the help of experts

use available services and determine the cost of a share yourself,
involve experts in the assessment.

For self-calculation of the net assets of an LLC, you can use the service of the Glavbuh System. You will need the data of the LLC balance sheet. if you want to accrue interest under Art. 395 of the Civil Code of the Russian Federation, use the calculator.

It is necessary to involve experts in determining the value of a share if there is not enough data to calculate the data. The unreasonable amount of the share will allow the court to reject the claims (). Therefore, in difficult situations, it is better to seek help from expert appraisers. The court has the right to rely on the data of an independent examination as one of the evidence (). But for the pre-trial examination, the court will not be able to collect court costs from the opponent (,). Before filing a claim, the examination must be done at your own expense.

It so happens that a member of a limited liability company wants to leave it. And this is possible if such a right is provided for by the charter of the LLC and the participant is not the only one. In this case, the share of the participant goes to the company, and it must pay the participant its actual value according to the financial statements for the last reporting period preceding the day of filing the application for leaving the PA. O clause 1 of Art. 94 of the Civil Code of the Russian Federation; clause 6.1 of Art. 23, paragraph 1 of Art. 26 of the Federal Law of 08.02.98 No. 14-FZ "On Limited Liability Companies" (hereinafter - Law No. 14-FZ)... But it happens that a participant does not agree with such an assessment, especially if the company has real estate, the accounting residual value of which is insignificant, but the market value is large. So is the company obliged to take into account not the book value, but the market value of the share when determining the actual value of the share?

The cost of a share is determined according to accounting data

According to the LLC Law, the actual value of a participant's share is a part of the value of the company's net assets, proportional to the size of its dollar. and clause 2 of Art. 14 of Law No. 14-FZ.

The procedure for calculating the value of net assets is officially approved only for A O The procedure for assessing the value of the net assets of joint stock companies, approved. By order of the Ministry of Finance of Russia No. 10n, Federal Commission for the Securities Market of Russia No. 03-6 / pz dated January 29, 2003... But it can be considered universal, since the reporting of an LLC is formed according to the same principle as the reporting of a JSC. The Ministry of Finance agrees with this. n Letter of the Ministry of Finance of Russia dated 07.12.2009 No. 03-03-06 / 1/791.

This means that the share of the former participant must be determined according to the balance sheet data.

But the financial statements of Russian enterprises often do not reflect the market value of their assets. For example, real estate is often undervalued. The main reason is clear: property tax must be paid from the cost of fixed assets, and revaluation of fixed assets is a voluntary matter e p. 15 PBU 6/01 "Accounting for fixed assets", approved. By order of the Ministry of Finance of Russia dated March 30, 2001 No. 26n... Therefore, most companies are not keen on revaluation. But even if an organization regularly revaluates real estate, this does not mean that its carrying value will correspond to the market value. Because, in accordance with Russian accounting rules, fixed assets are revalued only by restorative cost, that is, the cost of purchasing or building a similar new fixed asset a p. 43 of the Methodological Instructions for the Accounting of Fixed Assets, approved. By order of the Ministry of Finance of Russia dated October 13, 2003 No. 91n... At the same time, depreciation is also revalued in proportion to the change in the original cost. As a result, the book value of the property, plant and equipment increases, but, most likely, does not become market value. And if the fixed asset is fully depreciated, then revaluation will give nothing at all.

You can try to solve this problem using one of the accounting methods provided by IFRS. To do this, you need to write off the accumulated depreciation, and bring the residual value of the object to market value. This method is provided in IAS 16 "Property, plant and equipment". But we will not dwell on it now.

Be that as it may, according to Law No. 14-FZ, if the value of a share is determined on the basis of financial statements, then this value is valid... But, you see, this is somehow unfair.

Dissenters Go to Court and Win

You can read about the dangers of declining net assets:

More than 10 years ago, the joint Plenum of the Supreme Court of the Russian Federation and the Supreme Arbitration Court of the Russian Federation indicated that when resolving disputes over the value of a share, the expert opinion should also be taken into account. s subn. "C" clause 16 of the Resolution of the Plenum of the Supreme Court of the Russian Federation No. 90, Plenum of the Supreme Court of the Russian Federation No. 14 dated 09.12.99.

After a while, the Presidium of the Supreme Arbitration Court of the Russian Federation confirmed and concretized this position. Yu Resolutions of the Presidium of the Supreme Arbitration Court of the Russian Federation of June 7, 2005 No. 15787/04, of October 14, 2008 No. 8115/08... The court recognized that the real value of the share is its market value confirmed by experts. Moreover, the court noted that the task of accounting is the formation of reliable information about the property status of the company. and clause 3 of Art. 1 of the Federal Law of 21.11.96 No. 129-FZ "On Accounting".

If the participant insists that it is better to pay him the market value of the share, without waiting for the court to force you to do it. This will avoid the cost of reimbursing the participant's legal costs.

Accordingly, if the financial statements of the organization do not fulfill this task and the accounting information does not correspond to reality, then the interests of a member of the company should not suffer from this.

This position has been adopted by the arbitration courts, which are unanimous: the value of a participant's share upon leaving the company should be determined taking into account the market value of property, including real estate, regardless of whether the fixed assets were revalued in the accounting of the organization. and Resolution of the FAS DVO dated 23.03.2010 No. 1365/2010; FAS MO dated 01.07.2010 No. KG-A41 / 5871-10; FAS SKO dated 20.09.2010 No. A53-9339 / 2009.

If you decide to pay the former participant in full, then it is not at all necessary to reevaluate in accounting. You can apply the market value of the property only for settlements with the participant, then the property tax will not increase. True, if the cost of the share paid to the participant does not correspond to the accounting data, then the net assets of the organization will decrease and may even go “into the red”. But when the share is transferred to a new participant, the situation with net assets will return to its original state.

Bankruptcy and the actual value of the share. Withdrawal of the participant from the society. Payment to the participant of the actual value of the share. Calculation of the actual value of the share.

If a member of a limited liability company decides to leave the company, he has the right to expect to receive the actual value of the share, determined based on the book value of net assets. During the period of bankruptcy or on the eve of it, payments to participants are prohibited. Does a participant have the right to file a claim through the court for the payment of funds for the share that went to the company? What period and what indicators to take into account when determining this cost?

Case story:

The member of the company in connection with the withdrawal demanded to pay the actual value of the share (hereinafter referred to as DSD). In 2016, the LLC received an application for the withdrawal of the participant, a report was drawn up on the assessment of the market value of the share. In 2018, after the introduction of an external management procedure against the LLC, the participant applied to the court with a demand to pay money for the alienated share. The defendant objected to the size of the claims, as well as to the fact of payment during the period of bankruptcy.

The first instance was denied to the applicant: during the period of bankruptcy, a person cannot leave the company and demand payments. The judges of the appeal took the other side, the plaintiff's claims were satisfied.

Judicial act: Resolution of the 8th AAC dated June 21, 2019 in case No. A70-4289 / 2018

Conclusions of the court:

1. Any person has the right to defend his interests with the help of a court, to independently determine the methods of judicial protection.

2. The cost of the share, which is paid to the withdrawn participant, is determined on the basis of the accounting data for the last reporting period. If the application was received in 2016, net assets are taken into account in accordance with the reporting at the end of 2015.

3. The appraisal of the cost is confirmed by the expert examination, the accounting regulations have been applied, according to which the book value of funds is brought to market prices. The assets of the company for the period of valuation were fixed assets that were disposed of from the possession of the company after the specified period. At the end of 2015, there was no evidence of the absence of objects classified as fixed assets of the company.

4. Objections to the fact that the experts operated only with individual documents, possibly in a truncated form, does not exclude the reliability of the information examined by the expert.

5. The amount established by the expert is reasonable, its insolvency and excessive overestimation have not been proven.

6. Legislatively, there is a prohibition on the payment of ADI if the company is in bankruptcy or as a result of the payment turns out to be bankrupt. At the same time, no prohibition has been established for consideration by the court and its decision on collection. Bankruptcy does not deprive a participant of the right to defend his interests in court.

7. The claim for payment to the participant of the DCD cannot compete with the obligations of the debtor to other creditors. Participants have the right to claim only the property that remains after settlements with creditors.

8. The resolution of the dispute on the merits will entail the introduction of certainty into the legal relations of the withdrawn members of the company, which will contribute to the resolution of the corporate conflict.

Comments:

1) The unconditional right of a participant to receive funds for his share is faced with restrictions in the event of bankruptcy of the company - in this case, the advantage is on the side of bona fide creditors, and payments to participants are made after settlements with creditors.

2) The requirement is valid in terms of the actual payment of funds. At the same time, the claim itself can be declared and considered by the court. Restrictions during the period of bankruptcy apply only to payments, that is, the court decision is likely to be unenforceable, however, the period of bankruptcy cannot impose a restriction on the judicial protection of the plaintiff's right.

3) The obligation of the company to pay the ADI is not excluded due to the opening of the bankruptcy procedure. The initiation of a bankruptcy case affects only the term for the payment of the ADI. This conclusion has been repeatedly confirmed by judicial practice.

4) DCA should be determined taking into account the market value of assets and real estate that are on the company's balance sheet as of the reporting date. However, the ADI is determined not based on the market value of assets, but on the basis of accounting data.

We also have audio podcasts. These are episodes of 2-5 minutes. Dedicated to one dispute, conflict or news. You can listen to them directly on our website, on the site of a podcast platform, or download them to your computer, smartphone, etc.; ; ... A couple dozen more po.

In judicial practice, there are two different approaches to determining the value of the share of a participant in a limited liability company. These approaches are especially clearly visible when applying paragraph 2 of Art. 26 of the Federal Law "On Limited Liability Companies", according to which, when a participant leaves the company, it is obliged to pay the participant the actual value of his share, determined on the basis of the company's financial statements for the year during which the application for withdrawal from the company was submitted.

A number of decisions of the district arbitration courts indicate that the amount of funds due to a participant leaving the company should be determined solely from the accounting data (decisions of the Federal Arbitration Court of the East Siberian District in case N A74-1594 / 03-K1-F02-584 / 04 -C2, Federal Arbitration Court of the West Siberian District in case No. F04 / 14-2239 / A27-2003, Federal Arbitration Court of the North-Western District in case No. A26-5712 / 02-13, Federal Arbitration Court of the Ural District in cases No. F09 -1115 / 04-GK and F09-40 / 04-GK, Federal Arbitration Court of the Central District in case N A54-2921 / 02-C9-C8-C17). This approach can be called the "accounting" method for determining the value of a share.

A different approach is set out in the decisions of the Federal Arbitration Court of the West Siberian District in case N F04-7802 / 2004 (6012-A03-13 and the Federal Arbitration Court of the North Caucasus District in cases N A32-10056 / 2003-17 / 207 and A53-15243 / 02-С4-11). When adopting these judicial acts, the courts proceeded from the need to verify the reliability of the company's accounting data, comply with the requirement for mandatory revaluation of fixed assets, and take into account market prices for property (for convenience, we will call this approach "market").

In accordance with clause 16 of the resolution of the Plenum of the Supreme Court of the Russian Federation and the Plenum of the Supreme Arbitration Court of the Russian Federation dated December 9, 1999 N 90/14 "On some issues of the application of the Federal Law" On limited liability companies "if the participant does not agree with the size of the actual the value of his share, determined by the company, the court verifies the validity of his arguments, as well as the objections of the society on the basis of the evidence presented by the parties, provided for by the civil procedural and arbitration procedural legislation, including the conclusion of the examination carried out in the case. proceed from the "market approach".

We believe that this particular approach corresponds to the legislation, although, at first glance, it does not correspond to the letter of the law (Article 26 of the said Law).

By virtue of Art. 94 of the Civil Code of the Russian Federation, when a participant leaves a limited liability company, the participant must be paid the cost of a part of the property corresponding to his share in the authorized capital of the company, in the manner, method and within the time limits provided for by the law on limited liability companies and the constituent documents of the company.

Consequently, when determining the amount of funds to be paid to a retiring participant, the value of the company's property is first determined (naturally, in this case, the company's debts should be excluded from the total value of the property), and then the part of the value due to the participant. The value of property is understood as its real - market value, since the Code does not provide for the use of another type of value in these relations, and in all cases when the use of other types of value (book, residual, nominal, etc.) is assumed, the legislation specifically stipulates it.

Thus, both the value of the share of the retiring participant and the value of the company's property are determined in prices of one category - in market prices.

Incidentally, Art. 26 of the Federal Law "On Limited Liability Companies", indicating the application of the actual value, does not exclude the use of the "market approach". In general, if it were not for the wording of this article, it is unlikely that anyone would try to prove that the market value is not the actual value of the property, but the actual value is the market value. These concepts are identical, and such a concept exists not only in economics, but also in law.

Commenting on Art. 1105 of the Civil Code of the Russian Federation, which also refers to the actual value, A.L. Makovsky (one of the developers of the code) indicates that "the value of the property subject to return, determined" at the time of purchase ", must be" valid "" (Clause 1 of Art. 1105). This obviously means the value of the property in question, for which it, at the moment of its receipt by the unjustly enriched acquirer, could have been bought in the open market trade " *(1) .

According to Art. 7 of the Federal Law "On Appraisal Activity" (the title of the article is "Assumption of Establishing the Market Value of the Appraisal Object") in the event that the normative legal act containing the requirement for mandatory appraisal of any appraisal object, or the contract on the appraisal of the object is not defined a specific type of value of the object of appraisal, the market value of this object is subject to establishment. This rule shall also be applied in the case of the use in a regulatory legal act of terms not provided for by this Federal Law or valuation standards that determine the type of value of the valuation object, including the terms "actual value", "reasonable value", "equivalent value", "real value "and others. Thus, this law proceeds from the fact that the concepts of "actual" and "market" value coincide, the organization is obliged to determine the market value at the end of the year.

Of course, this law only regulates relations in the field of appraisal activities. However, it is difficult to find arguments in favor of the fact that, when making an assessment, the actual price should correspond to the market price, and in other cases it should not. Without a doubt, there are no obvious obstacles to applying in the interpretation of Art. 26 of the Federal Law "On Limited Liability Companies", the conclusion about the coincidence of the concepts of "actual" and "market" value by analogy (Article 6 of the Civil Code of the Russian Federation).

You should also pay attention to the fact that according to Art. 94 of the Civil Code of the Russian Federation, the law on limited liability companies determines only the procedure, method and timing of payment of the cost of a share, but not its size. And the norms of civil legislation contained in other laws must comply with this Code (clause 2 of article 3 of the Civil Code of the Russian Federation). Thus, if we proceed from the fact that the law on societies establishes a different amount of payments than the Civil Code of the Russian Federation, i.e. the code is subject to application, that is, these sizes should be determined based on market prices, and not according to balance sheet data.

In our opinion, there are no contradictions between the code and the law, at least they are not significant. This becomes obvious if you pay attention to the procedure for establishing the actual value.

By virtue of Art. 1 of the Federal Law "On Accounting", all organizations must ensure the formation of complete and reliable information about their property status. Article 12 of the said Law establishes that in order to ensure the reliability of accounting data and financial statements, organizations are required to conduct an inventory of property and liabilities, during which their presence, condition and assessment are checked and documented. The inventory is mandatory, in particular, before the preparation of the annual financial statements.

Obviously, only one that reflects the value of the property at which the property can be sold, that is, the market value, can be recognized as reliable information about the property status.

This is also expressed in by-laws. So, in clause 41 of the order of the Ministry of Finance of the Russian Federation of October 13, 2003 N 91n "On approval of the Methodological instructions for the accounting of fixed assets" it is stated: fixed assets in accordance with their market prices and reproduction conditions at the date of revaluation ".

Thus, when preparing the annual financial statements, which are used to determine the actual value of the property, the company must draw up a balance sheet based on the inventory, which, in turn, must be based on market prices.

It is worth paying attention to how the issue of determining the amount of payment to a participant is resolved in organizations of other forms. Legislation the same rules as in relation to a limited liability company are established in relation to other forms of organizations, in particular a full partnership (Article 78 of the Code), a production cooperative (Article 111 of the Code, Article 18 of the Federal Law "On Agricultural Cooperation" ).

Special rules apply in joint stock companies. The legislation does not provide for the possibility of leaving a joint-stock company, but it contains an institution similar to the payment of a share to a member of the company - the repurchase of shares at the request of shareholders (Article 75 of the Federal Law "On Joint-Stock Companies").

Joint stock law clearly indicates the need for a "market approach". So, in paragraph 3 of Art. 75 of the said Law says: "The redemption of shares by the company is carried out at a price determined by the board of directors (supervisory board) of the company, but not lower than the market value, which must be determined by an independent appraiser without taking into account its changes as a result of the company's actions that entailed the emergence of the right to demand valuation and redemption shares ". According to Art. 77 of the Law in cases where the price of redemption of equity securities of a company is determined by a decision of the board of directors (supervisory board) of the company, it should be determined based on their market value.

It should be noted that deviation from the "market approach" contradicts the principles of equality of participants and the requirements of fairness and good faith (Articles 1 and 6 of the Civil Code of the Russian Federation). When calculating the value of a share based on the book value of the company's property, which significantly differs from its market value, the withdrawn participants find themselves in an unequal position with the remaining participants, whose share in the event of liquidation of the company will be proportional to the value of the company's property received from the sale of property at market prices, regardless of accounting data.

Determining the value of the share paid to the retiring participant without taking into account the market value of the property creates grounds for abuse, violations of the interests of not only the retiring members of the company, but also of the company itself, since if the value of the property is overstated, the company will be forced to pay the retiring participant more than it is due. So, if the value determined by the balance sheet is twice overstated in comparison with the market value, the retiring participant who owns 50% of the share in the authorized capital must be paid the market value of the entire property of the company. In this case, the company will be forced to sell all the property in order to pay off the participant who owns only 50% of the share in the authorized capital, and the rest of the participants will be left with nothing.

Judicial practice shows that the use of the "accounting" method often violates the balance of interests of the participants leaving the society and the society (the participants remaining in it). This may be justified by the need to stimulate entrepreneurship. This justification is not entirely correct. Imagine yourself as a person wondering where to invest your funds. Do you dare to transfer your money to the organization, knowing that when you leave it, you can get back much less than the organization will earn from your funds? In addition, you will have to wait at least six months, or even all and a half, for a refund (if you apply for withdrawal on January 1, 2006, the payment of your share due to you may be delayed until June 31, 2007). Also, do not forget that during the period from January 1, 2007 to June 31, 2007, you will not receive any payment for using the money due to you. It should also be borne in mind that you should not rely on the decency of your debtor. It is likely that by the date the real value of the property is determined, the amount of net assets will be as close to zero as possible thanks to the efforts of the head of the company and other interested parties. In addition, from the moment you submit your application, you will lose the rights of a member of the company, and, consequently, the possibility of even minimal control over the activities of the company. It seems that the answer to our question is obvious, if you are not an altruist, a limited liability company in your eyes has a meager investment attractiveness. Sorry, there is one exception. If you are the leader of a society, the attractiveness of the latter increases dramatically.

The "rupture" of legal relations in the period between the submission of the application for withdrawal and the determination of the amount of funds to be paid to the withdrawing participant is also absurd. The rights of a member of the company cease from the moment of the application, but it is premature to talk about the emergence of a monetary obligation to pay the value of the share, since the amount of payments has not been determined. It looks no less ridiculous that the determination of the amount of the monetary obligation depends on the debtor (he can influence the amount of the debt both through "incorrect" accounting, and by withdrawing the property from the ownership of the company). Is it possible to imagine that the buyer determines the value of the purchased item? Hardly. But in the relationship between the outgoing participant and society, this is for some reason considered normal.

As we can see, even the application of the "market approach" does not guarantee the observance of the rights and interests of the outgoing participant. "High technologies" of minimization of net assets allow leaving the participant who has left the society "at a broken trough". It seems necessary to introduce such amendments into the legislation that would reduce the "risk" of a participant leaving the company. These changes can concern either the introduction of certain control over the company's activities by the retiring participants, or the preservation of the rights of the participant until the full payment of the cost of the share, or the determination of the value of the share of the participant as of the date of the last (before the submission of the application for withdrawal) balance sheet.

In our opinion, the termination of the rights of a participant should entail the emergence of a monetary obligation, and during the period of using the funds, the company must pay interest corresponding to the rate of the bank interest.

In the interests of society, payment by installments can be established, the establishment of certain restrictions on the amount of payments. Thus, it can be envisaged that the company directs monetary funds in the amount of net profit to settlements with the retired participants, but is obliged to fully pay the cost of the share within a certain period.

Yu.V. Shirvis, Chairman of the Judicial Panel of the Federal Arbitration Court of the North Caucasus District

─────────────────────────────────────────────────────────────────────────

For a number of reasons, an LLC participant can leave the organization, and then there is a need to calculate his share at its actual value. The calculation base is the volume of net assets. The algorithm for its determination is enshrined in order No. 84n of 28-08-14 of the Ministry of Finance. Nevertheless, when calculating the actual share value, questions may arise: what period of calculation should be taken, how to correlate accounting indicators and the market value of assets, how to come to an agreement with the former participant on the calculations.

Reasons for leaving LLC

Withdrawal is possible if it is permitted by the current Articles of Association of the company. The exit from the LLC is not carried out if there is only one person in it. It is impossible for all founders to leave at the same time. The reasons for leaving do not always depend on the participant himself.

Voluntarily

The participant who made the decision to leave the Society writes a corresponding statement. It is considered by the Assembly for no more than 3 days, and then a decision is made. The document can be transferred in person or by mail with notification. The members of the LLC are given the opportunity by law to redeem the share first, and only in case of refusal, the former member of the organization has the right to dispose of it, as it considers necessary. Expulsion from LLC occurs on the basis of the minutes of the meeting.

Forcibly

If the actions or, conversely, the lack of initiative of the participant go against the adopted economic policy, cause significant financial damage, this may become the reason for the exclusion of the participant forcibly. Such a decision can be initiated by someone whose share is at least 10% of the initial capital of the company (Federal Law No. 14 of 08-02-98, Art. 10). The decision is made at the general meeting and recorded in the minutes.

A dispute arising can be resolved in court if the expelled participant objects to such a decision. The court's verdict is in support of the position of the general meeting and in this situation serves as the basis for the exclusion of the participant. Once again, it becomes necessary to know exactly the value of a share.

Death of a member

The specified event entails the formation of the subject of inheritance, which is a share in the Company. Relatives apply for the share, and then, if six months have expired, no claims have been made on the part of the claims, the firm itself will inherit it.

The primary right of the heirs may be limited by the Charter in full or on the terms of the consent of all members of the Society. If the heir cannot receive his share, he is paid the value or property equivalent of the actual value. The reporting period is taken, preceding the date of death (Federal Law No. 14, Art. 23-5), and the calculation is made on it.

Problematic points in calculating the value of a share

The actual value of the share is equal to the value of net assets calculated in proportion to the participant's share in the authorized capital. Net assets are identified according to the balance sheet (order of the Ministry of Finance No. 84 N dated 28-08-14).

Attention! If the actual value of the share is higher than the net assets, reduced by the minimum authorized capital, the value of the share is paid in part. A bankrupt organization, as well as one that could become such as a result of payments, is exempted from the obligation to pay (Federal Law No. 14, Art. 23-8).

In practice, some of the assets are reflected in the accounting registers, significantly differing in value from market prices. An example is fixed assets, specifically real estate. Even its regular revaluation often does not reflect changes in prices on the market, they are more mobile, usually showing an upward trend.

The outgoing member of the Company may disagree with the calculation of his actual share according to the accounting data or decide that market prices have been applied incorrectly, to the detriment of his interests.

settlement based on mutual compromise of the outgoing participant with other members of the LLC;
the outgoing participant's appeal to the court, with the appointment of an independent examination.

Judicial practice in these cases allows us to make an unambiguous conclusion: the market value of assets (real estate) should be taken into account in the calculations.

The resolution of the Plenum of the Supreme Arbitration Court 16191/11 of 17-04-12 was adopted by the arbitration courts (for example, the decision A40-8084 / 2012 of 11-08-16 of the AU of Moscow and a number of others, similar).

Attention! VAT recoverable (item 19) is included in the calculation of net assets, and VAT on realizable assets is not included, and net assets are not increased (decree of the Presidium of the Supreme Arbitration Court 3744/13 of 10-09-13).

What reporting period should you take

According to Federal Law No. 14 (Articles 23-6.1, 25-2), the real part of the share is calculated according to the last reporting period before the participant left the organization. Note that the very concept of "reporting period" causes considerable controversy, including judicial ones. Until 11-04-18, the organization had the obligation to provide interim reporting (month, quarter), according to the Order of the Ministry of Finance No. 34n (clause 29). This provision has now been canceled. The reporting period is a year, at the same time, Federal Law No. 402 "On accounting" does not prohibit organizations from preparing interim reports (Article 13).

An organization has two paths:

be guided when calculating the balance sheet data of the previous year;
register the preparation of interim reporting in the accounting policy and be guided by the data for the quarter or year closest to the participant's release date.

Judicial practice has not formed a unified position on the issue:

The resolution of the AS RMS No. А53-17251 / 2013, 03-12-15, speaks of a monthly reporting period.
Resolution of the Federal Antimonopoly Service of the Urals District No. F09-4725 / 12, 17-03-14 states that the quarter preceding the exit should be taken as a basis.
Resolution of the 9th AAC No. А40-209925 / 2014, 02-02-16. declares a one-year period as a reporting period.

How to calculate and account for a share at its actual value

The calculation of the actual value (DS) is done according to the formula:

DS = NS / UK * CHA, where:

NS - the value of the share at par, the initial contribution of the participant. It is spelled out in the Charter, fixed in value terms.
UK - mouth. capital.
NA - net assets.

Net assets (NA) are determined by:

CHA = IIII + DBP - ZUK, where:

IIII - "total" of the 3rd section in the balance sheet.
DBP - deferred income.
ЗУК - the amount of debt in the authorized capital of members of the organization.

Accounts:

D81 K75- the actual value of the outgoing participant's share is fixed.
D75 K68- income tax withheld from the value of the share of the leaving participant (if an individual).
D75 K51- payment.

The payment can be made not only in one cost option, but also in the property option, no later than 3 months from the date of acceptance of the application. The procedure, according to the Charter, may be different, but the maximum payment period should not exceed one year.

Important

A participant in an LLC has the opportunity to leave it of his own free will, but the withdrawal from an LLC also occurs for other legal reasons.
The members of the LLC are the first to buy out his share.
The actual value of a share can be expressed in value form and act as property.
If the former participant is not satisfied with the calculation of the effective share value, he can apply to the judicial authorities.
The calculation of the actual value must be done taking into account the market prices of the assets.
The question of determining the last one before the departure of the participant of the reporting period has not been fully regulated. It is recommended to use data from the previous year.
If the organization takes into account interim reporting data (quarter, month), it is recommended to register this point in the accounting policy.
The actual value of the share is determined by the share of the authorized capital multiplied by the net assets of the company.