The participant wants to sell his share in the authorized capital to a third party. In addition to him, there are three more participants in the company who can use the pre-emptive right to purchase a share. According to the charter, there is a pre-emptive right to purchase a share from the company. Can the company in this situation redeem a share from a participant without waiting for a decision on this issue by other participants?

The Company may exercise its pre-emptive right to purchase a share or part of a share only after other members of the LLC do not exercise this right. At the same time, the company may notify the seller of the share of the desire to redeem it even before the expiration of the pre-emptive right to purchase from the participants in the company.

When a member of a company sells a share or part of a share in the charter capital of an LLC to a third party, other members of this company enjoy the pre-emptive right to purchase a share (part of a share) at the offer price to a third party or at a price predetermined by the charter of the company in proportion to the size of their shares, unless the charter of the company provides otherwise the procedure for exercising the pre-emptive right to purchase a share or part of a share (clause 2, article 93 of the Civil Code of the Russian Federation, paragraph 1, clause 4, article 21 of Federal Law No. 14-FZ of February 8, 1998 "On Limited Liability Companies" (hereinafter - the Law on OOO)).

The company's charter may also provide for the company's pre-emptive right to purchase a share or part of a share owned by a member of the company at the offer price to a third party or at a price predetermined by the charter, but only if other members of the company have not exercised their pre-emptive right to purchase a share or part shares of a member of the company. At the same time, the exercise by the company of the pre-emptive right to purchase a share or part of a share at a price predetermined by the charter is allowed only on condition that the purchase price by the company of a share or part of a share is not lower than the price established for the participants of the company (paragraph 2, clause 4, article 21 of the LLC Law) .

A participant who intends to sell his share or part of it in the authorized capital of the company to a third party is obliged to notify the other participants and the company itself in writing. To do this, he must send through the company at his own expense an offer addressed to these persons and containing an indication of the price and other conditions of sale.

An offer to sell a share or part of a share in the authorized capital of the company is considered received by all participants at the time it is received by the company. At the same time, it can be accepted by a person who is a member of the company at the time of acceptance, as well as by the company itself.

By general rule LLC participants have the right to exercise the pre-emptive right to purchase a share or part of a share in the authorized capital of the company within 30 days from the date of receipt of the offer by the company, unless the charter of the LLC provides for a longer period (paragraph 2, clause 5, article 21 of the LLC Law). However, this period does not apply to cases where the company's charter provides for the company's pre-emptive right to purchase a share or part of a share. The charter of an LLC must establish the terms for the use of the pre-emptive right to purchase a share or part of a share by the participants in the company and the company (paragraph 3, clause 5, article 21 of the LLC Law).

If the charter does not establish a term for the pre-emptive right to purchase a share in the authorized capital by the company itself, for the possibility of using the pre-emptive right to purchase, a total period of 30 days from the date the company receives the offer will be taken into account (resolution of the Seventeenth Arbitration Court of Appeal dated March 13, 2014 No. 17AP-1111 /2014-GK in case No. А71-7611/2013). This follows from paragraph 7 of Art. 21 of the LLC Law, which states that if, within 30 days from the date of receipt of the offer by the company, provided that a longer period is not provided for by the charter of the company, the participants in the LLC or the company itself do not use the pre-emptive right to purchase a share or part of it in the authorized capital of the company offered for sale, including those resulting from the use of the preemptive right to purchase not the entire share or not the entire part of the share, or the refusal of individual participants in the company and the company from the preemptive right to purchase a share or part of a share in the authorized capital of the company, the remaining share or part of the share may be sold to a third party at a price that is not lower than the price established in the offer for the company and its participants, and on the terms that were communicated to the company and its participants, or at a price that is not lower than the price predetermined by the charter.

According to paragraph 6 of Art. 21 of the LLC Law, the pre-emptive right to purchase a share or part of a share in the authorized capital of an LLC from its participant and, if the charter of the LLC provides for the pre-emptive right to purchase a share or part of a share by the company, the company terminates on the day:

• submission of a written application for refusal to use this pre-emptive right;
• expiration of the period of use of this pre-emptive right.

At the same time, the law does not prohibit the company from sending a proposal to use the pre-emptive right to purchase a share or part of a share before the expiration of the period for making a decision on the buyout of the share by other participants in the company. However, the conclusion of the contract is possible only after this expiration of the period. Otherwise, the conclusion of such a transaction will be a violation of the pre-emptive right to purchase a share or part thereof.

In this case, the participant or participants of the company or the company has the right to demand in judicial order transfer to them the rights and obligations of the buyer. This is possible within three months from the day they learned about the violation (clause 18, article 21 of the LLC Law).

Article 21

1. The transfer of a share or part of a share in the authorized capital of a company to one or more participants in this company or to third parties is carried out on the basis of a transaction, by way of succession or on another legal basis.

2. A participant in a company has the right to sell or otherwise alienate his share or part of a share in the authorized capital of the company to one or more participants in this company. The consent of other members of the company or the company to make such a transaction is not required, unless otherwise provided by the charter of the company.

Sale or alienation in any other way of a share or part of a share in the authorized capital of a company to third parties is allowed subject to the requirements provided for by this federal law unless prohibited by the charter of the company.

3. The share of a participant in the company may be alienated before its full payment only in the part in which it is paid.

4. Members of the company shall enjoy the pre-emptive right to purchase a share or part of a share of a member of the company at an offer price to a third party or at a price different from the offer price to a third party and predetermined by the charter of the company (hereinafter referred to as the price predetermined by the charter) in proportion to the size of their shares, unless the charter of the company a different procedure for exercising the pre-emptive right to purchase a share or part of a share is provided.

The charter of the company may provide for the company's preemptive right to purchase a share or part of a share owned by a member of the company at the offer price to a third party or at a price predetermined by the charter, if other members of the company have not exercised their preemptive right to purchase a share or part of the share of a member of the company. At the same time, the exercise by the company of the pre-emptive right to purchase a share or part of a share at a price predetermined by the charter is allowed only on condition that the purchase price by the company of a share or part of a share is not lower than the price established for the participants of the company.

The purchase price of a share or part of a share in the charter capital may be set by the charter of the company in a fixed amount of money or on the basis of one of the criteria that determine the value of the share (cost net assets companies, the balance sheet value of the company's assets as of the last reporting date, the company's net profit, etc.). The purchase price of a share or part of a share predetermined by the charter must be the same for all participants in the company, regardless of the ownership of such a share or such part of a share in the authorized capital of the company.

Provisions establishing the pre-emptive right to purchase a share or part of a share in the authorized capital by the company's participants or the company at a price predetermined by the charter, including changing the amount of such a price or the procedure for determining it, may be provided for by the company's charter upon its establishment or when amending the company's charter by decision general meeting members of the company, adopted by all members of the company unanimously. The exclusion from the charter of the company of the provisions establishing the pre-emptive right to purchase a share or part of a share in the authorized capital of the company at a price predetermined by the charter is carried out by a decision of the general meeting of participants in the company, adopted by two thirds of the votes of the total number of votes of the participants in the company.

The charter of the company may provide for the possibility of the participants of the company or the company to exercise the pre-emptive right to purchase not the entire share or not the entire part of the share in the authorized capital of the company offered for sale. In this case, the remaining share or part of the share may be sold to a third party after partial exercise of the said right by the company or its participants at a price and on terms that were communicated to the company and its participants, or at a price not lower than the price predetermined by the charter. Provisions establishing such a possibility may be provided for by the charter of the company upon its establishment or when amendments are made to the charter of the company by decision of the general meeting of participants in the company, adopted by all participants of the company unanimously. The exclusion from the charter of the company of these provisions is carried out by decision of the general meeting of participants in the company, adopted by two-thirds of the votes of the total number of participants in the company.

The charter of the company may provide for the possibility of offering a share or part of a share in the authorized capital of the company to all participants in the company disproportionately to the size of their shares. Provisions establishing the procedure for exercising by the company's participants the pre-emptive right to purchase a share or part of a share in the authorized capital of the company disproportionately to the size of the shares of the company's participants may be provided for by the company's charter upon its establishment or when amending the company's charter by decision of the general meeting of the company's participants adopted by all the company's participants unanimously. The exclusion from the charter of the company of these provisions is carried out by decision of the general meeting of participants in the company, adopted by a majority of at least two-thirds of the votes of the total number of votes of the participants in the company, if the need for a larger number of votes for making such a decision is not provided for by the charter of the company.

The charter of the company may not provide for the simultaneous granting of the pre-emptive right to purchase a share or part of the share of a member of the company at the offer price to a third party and the pre-emptive right to purchase a share or part of the share of a member of the company at a price predetermined by the charter. Establishing a pre-emptive right to purchase at a price predetermined by the charter in relation to an individual member of the company or a separate share or a separate part of a share in the authorized capital of the company is not allowed.

The assignment of the said pre-emptive rights to purchase a share or part of a share in the charter capital of the company is not allowed.

5. A member of the company who intends to sell his share or part of the share in the charter capital of the company to a third party is obliged to notify in writing the other members of the company and the company itself by sending through the company at his own expense an offer addressed to these persons and containing an indication of the price and other terms of sale. An offer to sell a share or part of a share in the authorized capital of the company is considered received by all participants in the company at the time it is received by the company. At the same time, it may be accepted by a person who is a member of the company at the time of acceptance, as well as by the company in cases provided for by this Federal Law. An offer shall be considered not received if, no later than on the day of its receipt by the company, the participant of the company received a notice of its withdrawal. Revocation of an offer for the sale of a share or part of a share after it has been received by the company is allowed only with the consent of all the participants in the company, unless otherwise provided by the charter of the company.

Members of the company have the right to exercise the pre-emptive right to purchase a share or part of a share in the authorized capital of the company within thirty days from the date of receipt of the offer by the company. The charter may provide for a longer period for the use of the pre-emptive right to purchase a share or part of a share in the authorized capital of the company.

If the company's charter provides for a pre-emptive right to purchase a share or part of a share by the company, it must establish the terms for the use of the pre-emptive right to purchase a share or part of a share by the company's participants and the company.

If individual members of the company refuse to use the pre-emptive right to purchase a share or part of a share in the authorized capital of the company or use their pre-emptive right to purchase not the entire share offered for sale or not the entire part of the share offered for sale, other participants in the company may exercise the pre-emptive right to purchase a share or part of the share in the authorized capital of the company in the relevant part in proportion to the size of their shares within the remaining part of the period for exercising their pre-emptive right to purchase a share or part of a share, unless otherwise provided by the charter of the company.

6. The pre-emptive right to purchase a share or part of a share in the charter capital of the company from a participant and, if the company's charter provides, the pre-emptive right to purchase by the company a share or part of a share from the company shall terminate on the day:

submission of a written application for refusal to use this pre-emptive right in the manner prescribed by this paragraph;

expiration of the period of use of this pre-emptive right.

Applications of the company's participants to refuse to use the pre-emptive right to purchase a share or part of a share must be received by the company before the expiration of the period for exercising the said pre-emptive right established in accordance with paragraph 5 of this article. The company's statement on the refusal to use the pre-emptive right provided for by the charter to purchase a share or part of a share in the authorized capital of the company is submitted within the time period established by the charter to the company participant who sent the offer to sell the share or part of the share, by the sole executive body of the company, if the resolution of this issue is not referred by the charter of the company to competence of another body of the company.

The authenticity of the signature on the application of a member of the company or the company on the refusal to use the pre-emptive right to purchase a share or part of a share in the authorized capital of the company must be certified by a notary.

7. If within thirty days from the date of receipt of the offer by the company, provided that a longer period is not provided for by the charter of the company, the participants in the company or the company do not use the pre-emptive right to purchase a share or part of a share in the authorized capital of the company offered for sale, in including those resulting from the use of the pre-emptive right to purchase not the entire share or not the entire part of the share, or the refusal of individual participants in the company and the company from the pre-emptive right to purchase a share or part of a share in the authorized capital of the company, the remaining share or part of the share may be sold to a third party at a price, which is not lower than the price established in the offer for the company and its participants, and on the terms that were communicated to the company and its participants, or at a price that is not lower than the price predetermined by the charter. If the predetermined price for the purchase of a share or part of a share by the company differs from the predetermined price for the purchase of a share or part of a share by the members of the company, the share or part of the share in the authorized capital of the company may be sold to a third party at a price that is not lower than the predetermined purchase price of the share or part of the share of the company.

8. Shares in the authorized capital of the company shall be transferred to the heirs of citizens and successors of legal entities that were participants in the company, unless otherwise provided by the charter of a limited liability company. The charter of the company may provide that the transfer of a share in the authorized capital of the company to the heirs and successors of legal entities that were participants in the company, the transfer of a share owned by a liquidated legal entity, its founders (participants) who have rights in rem to its property or rights of obligation in relation to this legal entity are allowed only with the consent of the other members of the company. The charter of the company may provide for a different procedure for obtaining the consent of the company's participants to the transfer of a share or part of a share in the authorized capital of the company to third parties, depending on the grounds for such a transfer.

Until the heir of the deceased participant of the company accepts the inheritance, the management of his share in the authorized capital of the company is carried out in the manner prescribed by Civil Code Russian Federation.

9. When selling a share or part of a share in the authorized capital of a company at a public auction, the rights and obligations of a company participant in such a share or part of a share are transferred with the consent of the company's participants.

10. If this Federal Law and (or) the charter of the company provides for the need to obtain the consent of the company's participants to the transfer of a share or part of the share in the authorized capital of the company to a third party, such consent is considered received, provided that all participants in the company within thirty days or another period specified by the charter from the date of receipt of the relevant request or offer by the company, written statements of consent to the alienation of a share or part of a share on the basis of a transaction or to the transfer of a share or part of a share to a third party on another basis or within the specified period are submitted to the company written statements on refusal to give consent to the alienation or transfer of a share or part of a share are not submitted.

If the company's charter provides for the need to obtain the company's consent to the alienation of a share or part of a share in the authorized capital of the company to the company's participants or third parties, such consent is considered to be received by the company's participant alienating the share or part of the share, provided that within thirty days from the date of appeal to the company or within another period specified by the charter of the company, he received the consent of the company, expressed in writing, or the company did not receive a refusal to give consent to the alienation of a share or part of a share, expressed in writing.

11. A transaction aimed at alienating a share or part of a share in the authorized capital of a company is subject to notarization. Failure to comply with the notarial form entails the invalidity of this transaction.

Notarization of this transaction is not required in cases of the transfer of a share to the company in the manner provided for in Articles 23 and 26 of this Federal Law, the distribution of the share between the participants in the company and the sale of the share to all or some of the participants in the company or to third parties in accordance with Article 24 of this Federal Law, and also when using the pre-emptive right to purchase by sending an offer for the sale of a share or part of a share and its acceptance in accordance with paragraphs 5-7 of this article.

If a member of the company who has entered into an agreement establishing an obligation to conclude, in the event of certain circumstances or the fulfillment by the other party of a counter obligation, a transaction aimed at alienating a share or part of a share in the authorized capital of the company, unlawfully evades notarization of a transaction aimed at alienating a share or part of a share in the authorized capital the capital of the company, the acquirer of a share or part of a share, who has committed actions aimed at the fulfillment of the specified agreement, has the right to demand in court that a share or part of a share in the authorized capital of the company be transferred to him. In this case, the decision of the arbitration court on the transfer of a share or part of a share in the authorized capital of the company is the basis for state registration included in the single State Register legal entities of the corresponding changes.

A transaction aimed at alienating a share or part of a share in the authorized capital of the company, in pursuance of an option to conclude an agreement, can be made by a separate notarization of an irrevocable offer (including by notarization of an agreement on granting an option to conclude an agreement), and subsequently notarization of acceptance .

An irrevocable offer is considered accepted from the moment of notarization of acceptance. After notarization of the acceptance, the notary is obliged, within two working days from the date of certification of the acceptance, to send the offeror a notice of the acceptance.

In the event that an irrevocable offer is made under a resolutive or suspensive condition, the acceptor shall present to the notary certifying the acceptance evidence confirming the non-occurrence or occurrence of the relevant condition.

12. A share or part of a share in the charter capital of a company shall be transferred to its acquirer from the moment an appropriate entry is made in the Unified State Register of Legal Entities, except for the cases provided for in Clause 7 of Article 23 of this Federal Law. Making an entry in the unified state register of legal entities on the transfer of a share or part of a share in the company's authorized capital in cases that do not require notarization of a transaction aimed at alienating a share or part of a share in the company's authorized capital is carried out on the basis of title documents.

The acquirer of a share or part of a share in the authorized capital of the company shall be transferred all the rights and obligations of a member of the company that arose before the transaction aimed at alienating the specified share or part of the share in the authorized capital of the company, or before the emergence of another basis for its transfer, with the exception of rights and obligations, provided for, respectively, in paragraph two of clause 2 of Article 8 and paragraph two of clause 2 of Article 9 of this Federal Law. A participant in a company that has alienated its share or part of a share in the authorized capital of the company shall be liable to the company for making a contribution to the property that arose before the transaction aimed at alienating the said share or part of the share in the authorized capital of the company, jointly with its acquirer.

After notarization of a transaction aimed at alienating a share or part of a share in the authorized capital of a company, or in cases that do not require notarization, from the moment the relevant changes are made to the Unified State Register of Legal Entities, the transfer of a share or part of a share can only be challenged in court by bringing a claim to arbitration.

13. A notary performing notarization of a transaction aimed at alienating a share or part of a share in the authorized capital of a company checks the authority of the person alienating them to dispose of such shares or part of the share.

The authority of a person alienating a share or part of a share in the authorized capital of a company to dispose of them is confirmed by a notarized agreement on the basis of which such a share or part of a share was previously acquired by the relevant person, as well as an extract from the unified state register of legal entities containing information about the ownership of the person shares or parts of a share in the authorized capital of the company and their size. If a person alienating a share or part of a share in the authorized capital of the company, in order to confirm the authority to dispose of such shares or a part of the share, submits a duplicate of a notarized agreement, the said extract must be drawn up no earlier than ten days before the day of applying to a notary for notarization of the transaction. If a share or part of a share was received by succession or in other cases that do not require or previously did not require notarization, the authority of the person alienating such a share or part of a share in the authorized capital of the company to dispose of them is confirmed by a document on the transfer of the share or part of the share to in the order of succession or a document expressing the content of a transaction made in a simple written form, or when a company is created by one person, by the decision of the sole founder (participant) on the creation of the company, as well as an extract from the unified state register of legal entities, compiled no earlier than thirty days before the day contacting a notary for notarization of the transaction. In the event that a share or part of a share in the authorized capital of a company is alienated by the founder of a company founded by several persons, his powers are confirmed by a notarized copy of the agreement on the establishment of the company, as well as an extract from the unified state register of legal entities, compiled no earlier than within thirty days before the day of contacting a notary for notarization of the transaction.

A notary who performs notarization of a transaction aimed at alienating a share or part of a share in the authorized capital of a company shall affix on the notarized agreement, on the basis of which the alienated share or part of the share was previously acquired, a note on the transaction for the transfer of such a share or part of the share.

14. A notary who certified an agreement on the alienation of a share or part of a share in the authorized capital of a company or an acceptance of an irrevocable offer, within two working days from the date of this certification, if a longer period is not provided for by the agreement, submits to the body that carries out state registration of legal entities, an application for making appropriate changes to the unified state register of legal entities.

If, under the terms of an agreement aimed at the alienation of a share or part of a share in the authorized capital of a company, such a share or such part of a share passes to the acquirer with the establishment of a pledge or other encumbrances at the same time or with the preservation of the previously arisen pledge, in the application for making appropriate changes to the unified state register legal entities, the corresponding encumbrances are indicated.

The application is sent to the body carrying out the state registration of legal entities in the form electronic document signed by enhanced qualified electronic signature a notary who certified an agreement aimed at alienating a share or part of a share in the authorized capital of the company.

15. Within a period not later than within three days from the date of notarization of the transaction aimed at alienating a share or part of a share in the authorized capital of the company, the notary who performed its notarization performs a notarial action to transfer to the company, alienate the share or part of the share in the authorized capital the capital of which is carried out, copies of the application provided for in paragraph 14 of this article.

By agreement of the persons making a transaction aimed at the alienation of a share or part of a share in the authorized capital of the company, the company, the alienation of a share or part of a share in the authorized capital of which is being carried out, may be notified of this by one of the indicated persons making the transaction. In this case, the notary is not liable for failure to notify the company of the completed transaction.

16. Within three days from the date of receipt of the consent of the participants of the company, provided for in paragraphs 8 and 9 of this article, the company and the body carrying out state registration of legal entities must be notified of the transfer of a share or part of a share in the authorized capital of the company by sending an application for making the appropriate changes to the unified state register of legal entities, signed by the legal successor of the reorganized legal entity - a member of the company, or by a member of a liquidated legal entity - a member of the company, or by the owner of the property of the liquidated institution, state or municipal unitary enterprise- a member of the company, or by the heir or before the acceptance of the inheritance by the executor of the will, or by a notary, with the attachment of a document confirming the basis for the transfer of rights and obligations in the order of succession or transfer of a share or part of a share in the authorized capital of the company owned by the liquidated legal entity, its founders (participants ) having rights in rem to property or rights of obligation in relation to this legal entity.

17. If a share or part of a share in the authorized capital of a company was purchased for a fee from a person who did not have the right to alienate it, which the acquirer did not know and could not know (a bona fide purchaser), the person who lost the share or part of the share has the right to demand recognition for him the right to this share or part of the share in the authorized capital of the company with simultaneous deprivation of the right to this share or part of the share of the bona fide purchaser, provided that this share or part of the share was lost as a result of unlawful actions of third parties or otherwise beyond the will of the person who lost the share or part of the share.

If a person who has lost a share or part of a share in the authorized capital of the company refuses to satisfy the specified claim brought against a bona fide purchaser, the share or part of the share is recognized as belonging to the bona fide purchaser from the moment of notarization of the relevant transaction that served as the basis for acquiring such a share or part of the share. If a share or part of a share is acquired by a bona fide purchaser at a public auction, it is recognized as belonging to a bona fide purchaser from the moment the relevant entry is made in the unified state register of legal entities.

The claim for the recognition of the right to this share or part of the share of the person who has lost a share or part of the share and, at the same time, the deprivation of the right to this share or part of the share of a bona fide purchaser, which is provided for by this paragraph, may be filed within three years from the date when the person who has lost a share or part of a share, has learned or should have learned about the violation of his rights.

18. When selling a share or part of a share in the authorized capital of a company in violation of the pre-emptive right to purchase a share or part of a share, any participant or participants in the company or, if the company's charter provides for the pre-emptive right to purchase a share or part of a share by the company, the company within three months from the date when the participant or participants of the company or the company learned or should have learned about such a violation, has the right to demand in court that the rights and obligations of the buyer be transferred to them. The arbitration court hearing the case on the said claim provides other members of the company and, if the company's charter provides for the company's pre-emptive right to purchase a share or part of a share, the company has the opportunity to join the previously filed claim, for which, in the ruling on preparing the case for trial, it sets a time limit within during which other members of the company and the company itself, which meet the requirements of this Federal Law, may join the stated requirement. This period may not be less than two months.

If the charter of the company provides for the pre-emptive right to purchase a share or part of a share in the authorized capital of the company at a price predetermined by the charter, the person to whom the rights and obligations of the buyer are transferred shall reimburse the expenses incurred by the buyer in connection with the payment of the share or part of the share in the authorized capital company, in an amount not exceeding the purchase price of a share or part of a share predetermined by the charter. A court decision on the transfer of a share or part of a share to a company participant or company is the basis for state registration of the relevant changes made to the unified state register of legal entities.

In the event of the alienation or transfer of a share or part of a share in the authorized capital of the company on other grounds to third parties in violation of the procedure for obtaining the consent of the participants in the company or company provided for by this article, as well as in the event of a violation of the prohibition to sell or otherwise alienate a share or part of the share, the participant or the participants of the company or the company have the right to demand in court the transfer of a share or part of a share to the company within three months from the day when they learned or should have learned about such a violation. In this case, in the event of the transfer of a share or part of a share to the company, the expenses incurred by the acquirer of the share or part of the share in connection with its acquisition shall be reimbursed by the person who alienated the share or part of the share in violation of the specified procedure.

The decision of the court on the transfer of a share or part of a share to the company is the basis for the state registration of the corresponding change. Such a share or part of a share in the authorized capital of the company must be sold by the company in the manner and within the time limits established by Article 24 of this Federal Law.

Shares or parts of shares in its authorized capital, with the exception of cases provided for by this Federal Law.

2. If the charter of the company prohibits the alienation of a share or part of a share owned by a company participant to third parties and other participants in the company have refused to acquire them or consent has not been obtained for the alienation of a share or part of a share to a company participant or a third party, provided that the need to obtain such consent is provided for by the charter of the company, the company is obliged to acquire, at the request of a member of the company, his share or part of the share.

In the event that the general meeting of participants in the company makes a decision to commit big deal or on an increase in the authorized capital of the company in accordance with Clause 1 of Article 19 of this Federal Law, the company is obliged to acquire, at the request of a member of the company who voted against the adoption of such a decision or did not take part in voting, a share in the authorized capital of the company belonging to this participant. This requirement is subject to mandatory notarization in accordance with the rules provided for by the legislation on a notary for certifying transactions, and can be presented by a member of the company within forty-five days from the date when the member of the company found out or should have found out about decision. If a member of the company took part in the general meeting of the members of the company that made such a decision, such a request may be submitted within forty-five days from the date of its adoption.

In the cases provided for in paragraphs one and two of this paragraph, within three months from the date of the occurrence of the corresponding obligation, unless another period is provided for by the charter of the company, it is obliged to pay to the participant of the company the actual value of his share in the authorized capital of the company, determined on the basis of data financial statements of the company for the last reporting period preceding the day the participant of the company applied with the relevant request, or with the consent of the participant of the company, to give him property in kind of the same value. Provisions establishing a different term for the fulfillment of this obligation may be provided for by the charter of the company upon its establishment, when amendments are made to the charter of the company by decision of the general meeting of participants in the company, adopted by all participants of the company unanimously. The exclusion from the charter of the company of these provisions is carried out by decision of the general meeting of participants in the company, adopted by two-thirds of the votes of the total number of votes of the participants in the company.

4. The share of a participant in a company expelled from the company shall be transferred to the company. At the same time, the company is obliged to pay to the expelled member of the company the actual value of his share, which is determined according to the financial statements of the company for the last reporting period preceding the date of entry into force of the court decision on exclusion, or, with the consent of the expelled member of the company, to give him property of the same value in kind .

5. If the consent of the company's participants to the transfer of a share or part of a share, provided for in accordance with paragraphs 8 and 9 of Article 21 of this Federal Law, is not received, the share or part of the share shall be transferred to the company on the day following the date of expiration of the period established by this Federal Law. by law or the charter of the company to obtain such consent from the participants in the company.

In this case, the company is obliged to pay to the heirs of the deceased member of the company, the legal successors of the reorganized legal entity - the member of the company or the participants of the liquidated legal entity - the member of the company, the owner of the property of the liquidated institution, the state or municipal unitary enterprise - the member of the company or the person who acquired a share or part of a share in the charter the company's capital at a public auction, the actual value of a share or part of a share determined on the basis of the company's financial statements for the last reporting period preceding the day of death of a company member, the day the reorganization or liquidation of a legal entity is completed, the day the share or part of a share is acquired at a public auction, or with their consent, give them in kind property of the same value.

6. If the company pays, in accordance with Article 25 of this Federal Law, the actual value of the share or part of the share of a member of the company, at the request of its creditors, part of the share, the actual value of which was not paid by other members of the company, shall be transferred to the company, and the rest of the share shall be distributed among the participants companies in proportion to the fees paid by them.

6.1. In the event that a company participant withdraws from the company in accordance with Article 26 of this Federal Law, his share shall be transferred to the company. The company is obliged to pay to the company's member who filed an application for withdrawal from the company, the actual value of his share in the authorized capital of the company, determined on the basis of the data of the company's accounting statements for the last reporting period preceding the day of filing the application for withdrawal from the company, or, with the consent of this member of the company, issue to him in kind property of the same value, or in case of incomplete payment by him of the share in the authorized capital of the company, the actual value of the paid part of the share.

The company is obliged to pay the participant of the company the actual value of his share or part of the share in the authorized capital of the company or to give him in kind property of the same value within three months from the date of the occurrence of the corresponding obligation, unless a different period or procedure for paying the actual value of the share or part of the share is not provided for by the charter society. Provisions establishing a different period or procedure for paying the actual value of a share or part of a share may be provided for by the charter of the company upon its establishment, when amendments are made to the charter of the company by decision of the general meeting of participants in the company, adopted by all participants of the company unanimously. The exclusion from the charter of the company of these provisions is carried out by decision of the general meeting of participants in the company, adopted by two-thirds of the votes of the total number of votes of the participants in the company.

7. The share or part of the share shall pass to the company from the date:

1) receipt by the company of the demand of the participant of the company for its acquisition;

2) receipt by the company of an application of a participant in the company to withdraw from the company, if the right to withdraw from the company of the participant is provided for by the charter of the company;

3) the expiration of the payment period for a share in the authorized capital of the company or the provision of compensation provided for in paragraph 3 of Article 15

4) the entry into force of a court decision on the exclusion of a company participant from the company or a court decision on the transfer of a share or part of a share to the company in accordance with paragraph 18 of Article 21 of this Federal Law;

5) obtaining from any member of the company a refusal to give consent to the transfer of a share or part of a share in the authorized capital of the company to the heirs of citizens or legal successors of legal entities who were members of the company, or to transfer such a share or part of the share to the founders (participants) of the liquidated legal entity - participant company, the owner of the property of a liquidated institution, a state or municipal unitary enterprise - a member of the company, or a person who has acquired a share or part of a share in the authorized capital of the company at public auction;

6) payment by the company of the actual value of the share or part of the share owned by the participant of the company, at the request of his creditors.

7.1. Documents for state registration of the relevant changes must be submitted to the body carrying out state registration of legal entities within a month from the date of transfer of a share or part of a share to the company. These changes become effective for third parties from the moment of their state registration.

8. The company is obliged to pay the actual value of the share or part of the share in the authorized capital of the company or to give in kind property of the same value within one year from the date of transfer of the share or part of the share to the company, unless a shorter period is provided for by this Federal Law or the charter of the company.

The actual value of a share or part of a share in the authorized capital of the company is paid out of the difference between the value of the net assets of the company and the amount of its authorized capital. If such a difference is not enough, the company is obliged to reduce its authorized capital by the missing amount.

If a reduction in the authorized capital of the company may lead to its size becoming less than the minimum amount of the authorized capital of the company, determined in accordance with this Federal Law, on the date of state registration of the company, the actual value of the share or part of the share in the authorized capital of the company is paid out of the difference between the value of the company's net assets and the specified minimum size of the company's authorized capital. In this case, the actual value of the share or part of the share in the authorized capital of the company may be paid no earlier than three months from the date of the occurrence of the grounds for such payment. If within the specified period the company has an obligation to pay the actual value of another share or part of a share or other shares or parts of shares owned by several members of the company, the actual value of such shares or parts of shares is paid out of the difference between the value of the company's net assets and the specified minimum amount of its authorized capital in proportion to the size of the shares or parts of the shares owned by the participants of the company.

The company is not entitled to pay the actual value of the share or part of the share in the authorized capital of the company or to issue in kind property of the same value, if at the time of these payments or the issuance of property in kind it meets the signs of insolvency (bankruptcy) in accordance with the federal law on insolvency (bankruptcy) or as a result of these payments or the issuance of property in kind, the indicated signs will appear in the society.

In the cases provided for in clauses 2 and 6.1 of this article, if in accordance with the requirements of this Federal Law the company is not entitled to pay the actual value of the share in the company's charter capital or to issue in kind property of the same value, the company, on the basis of a written application submitted no later than than within three months from the date of expiration of the period for payment of the actual value of the share by the person whose share has passed to the company, is obliged to restore him as a member of the company and transfer to him the appropriate share in the authorized capital of the company.

Option: Maximum size the share of the participant is not limited. The ratio of participants' shares can be changed (cannot be changed).

4.2. Participants contribute ________% (not less than 50%) of their share in the authorized capital at the time of registration of the Company. The remaining _________% of the authorized capital is paid by participants within one year from the date of registration.

4.3. It is not allowed to release a member of the Company from the obligation to make a contribution to the authorized capital of the Company, including by offsetting claims against the Company.

4.4. The number of votes a participant has is directly proportional to his share. The shares owned by the Company are not taken into account when determining the results of voting at the General Meeting of the Company's Members, as well as when distributing the Company's profits and property in the event of its liquidation.

4.5. The relations of participants with the Company and among themselves, as well as other issues arising from the right of a participant to a share in the property of the Company, are regulated by law and this Charter.

4.6. The authorized capital of the Company may be increased at the expense of the Company's property and (or) at the expense of additional contributions from the Company's members and (or) at the expense of contributions from third parties accepted by the Company.

Option: The authorized capital of the Company may be increased only at the expense of the Company's property and (or) at the expense of additional contributions of the Company's members.

4.7.1. The increase in the authorized capital of the company at the expense of its property is carried out by decision of the general meeting of the participants of the company, adopted by a majority of at least _______ (at least 2/3) votes of the total number of votes of the participants in the company.

The decision to increase the company's charter capital at the expense of the company's property can only be made on the basis of the company's financial statements for the year preceding the year during which such a decision was made.

The amount by which the company's authorized capital is increased at the expense of the company's property must not exceed the difference between the value of the company's net assets and the amount of the company's authorized capital and reserve fund.

When the authorized capital of a company is increased in accordance with this article, the nominal value of the shares of all participants in the company increases proportionally without changing the size of their shares.

4.7.2. The general meeting of the company's participants, by a majority of at least ________ (at least 2/3) votes of the total number of votes of the company's participants, may decide to increase the authorized capital of the company by making additional contributions by the company's participants. Such a decision should determine the total cost of additional contributions, as well as establish a common ratio for all members of the Company between the value of the additional contribution of a member of the Company and the amount by which the nominal value of its share is increased. The specified ratio is established based on the fact that the nominal value of the share of a member of the Company may increase by an amount equal to or less than the value of his additional contribution.

The term for making additional contributions by members of the Company is ____ months.

4.7.3. The General Meeting of Members of the Company may decide to increase its authorized capital based on the application of the member of the Company (statements of the members of the Company) for making an additional contribution and (or) the application of a third party (statements of third parties) for his admission to the Company and making a contribution. Such a decision is made by the members of the Company unanimously.

The application of the participant (participants) of the Company and the application of the third party must indicate the amount and composition of the contribution, the procedure and term for its payment, as well as the amount of the share that the participant of the Company or a third party would like to have in the authorized capital of the Company. The application may also specify other conditions for making contributions and joining the Company.

The introduction of additional contributions by the Company's participants and contributions by third parties must be made no later than within six months from the date of adoption by the general meeting of the Company's participants of the decisions provided for in this paragraph.

4.8. An increase in the authorized capital of the Company is allowed only after its full payment.

4.9. The Company has the right, and in the cases provided for by the Federal Law, is obliged to reduce its authorized capital. The reduction of the authorized capital of the Company may be carried out by reducing the nominal value of the shares of all members of the Company in the authorized capital of the Company and (or) redemption of the shares owned by the Company.

4.10. The company is not entitled to reduce its authorized capital if, as a result of such a decrease, its size becomes less than the minimum amount of the authorized capital, determined in accordance with paragraph 1 of Art. 14 of the Federal Law "On Limited Liability Companies", as of the date of submission of documents for state registration.

4.11. Within 30 (thirty) days from the date of the decision to reduce its charter capital, the Company is obliged to notify in writing about the reduction in the charter capital of the Company and its new amount to all creditors of the Company known to it, as well as to publish in the press, which publishes data on state registration legal entities.

4.12. Reducing the authorized capital of the Company by reducing the nominal value of the shares of all members of the Company must be carried out while maintaining the size of the shares of all members of the Company.

5. ISSUE OF BONDS

5.1. The Company has the right to place bonds and other issue securities in order, established by law about securities.

Issue of bonds by the Company is allowed after full payment of its authorized capital.

5.2. The bond must have a par value. The nominal value of all bonds issued by the Company must not exceed the amount of the Company's authorized capital and (or) the amount of security provided to the Company for these purposes by third parties. In the absence of collateral provided by third parties, the issue of bonds is allowed not earlier than the third year of the Company's existence and subject to the proper approval of the annual financial statements for two completed financial years. These restrictions do not apply to mortgage-backed bond issues and in other cases established by federal securities laws.

6. RIGHTS AND OBLIGATIONS OF PARTICIPANTS

6.1. The participant is obliged:

6.1.1. Pay for shares in the authorized capital of the Company in the manner, in the amount and within the time limits provided for by the Federal Law and the agreement on the establishment of the Company. Part of the profit is accrued to the participant from the moment of actual payment of 100% of his share in the authorized capital.

6.1.2. Comply with the requirements of the Articles of Association, the terms of the agreement on the establishment of the Company, comply with the decisions of the Company's management bodies adopted within their competence.

6.1.3. Do not disclose confidential information about the activities of the Company.

6.1.4. report immediately to CEO about the inability to pay the declared share in the authorized capital of the Company.

6.1.5. Protect the property of the Society.

6.1.6. Fulfill the obligations assumed in relation to the Company and other participants.

6.1.7. Assist the Company in the implementation of its activities.

6.1.8. Fulfill other additional duties assigned to all members of the Company by decision of the General Meeting of Members of the Company, adopted unanimously. Also perform other additional duties assigned to a certain participant by a decision of the General Meeting of the Company's Participants, adopted by a majority of at least two-thirds of the votes of the total number of votes, provided that the Company's Participant, who is entrusted with such duties, voted for such a decision or gave a written agreement. Additional obligations assigned to a certain member of the Company, in the event of the alienation of his share or part of the share, do not transfer to the acquirer of the share or part of the share. Additional obligations may be terminated by decision of the General Meeting of the Company's Members, adopted by all the Company's Members unanimously.

6.1.9. Inform the Company in a timely manner about changes in information about his name or title, place of residence or location, as well as information about his shares in the authorized capital of the Company. If a member of the Company fails to provide information about a change in information about himself, the Company shall not be liable for the losses caused in connection with this.

6.2. The participant has the right:

6.2.1. Participate in the management of the Company's affairs, including by participating in the General Meetings of Participants, personally or through a representative.

6.2.2. Receive information about the activities of the Company and get acquainted with its accounting books and other documentation.

6.2.3. Participate in the distribution of profits.

6.2.4. Elect and be elected to the management and control bodies of the Company.

6.2.5. Get acquainted with the minutes of the General Meeting and make extracts from them.

6.2.6. To receive, in the event of liquidation of the Company, part of the property remaining after settlements with creditors, or its value.

6.2.7. Appeal to the relevant bodies of the Company actions officials Society.

6.2.8. To make proposals on the agenda, referred to the competence of the General Meeting of Participants.

6.2.9. Exit the Company by alienating a share to the Company with the consent of other members or the Company or regardless of the consent of its other members or the Company, paying him the actual value of his share or issuing him property in kind of the same value with the consent of this member of the Company.

Option: The item is not indicated if clause 8.1 of the Charter does not provide for the right of a participant to withdraw from the Company.

6.2.10. Enjoy the following additional rights:

____________________________________________;

____________________________________________.

Note: Additional rights may be provided for by the charter of the company upon its establishment or granted to the participant (participants) of the company by decision of the general meeting of participants of the company, adopted by all participants of the company unanimously.

6.2.11. Additional rights granted to a certain member of the company, in the event of the alienation of his share or part of the share, do not transfer to the acquirer of the share or part of the share.

6.2.12. Termination or restriction of additional rights granted to all participants in the company is carried out by decision of the general meeting of participants in the company, adopted by all participants in the company unanimously. Termination or restriction of additional rights granted to a certain member of the company is carried out by decision of the general meeting of members of the company, adopted by a majority of at least two-thirds of the votes of the total number of votes of the members of the company, provided that the member of the company who owns such additional rights, voted for the adoption of such a decision or gave written consent.

6.2.13. A member of the company who has been granted additional rights may refuse to exercise the additional rights belonging to him by sending a written notice to the company. From the moment the company receives the said notice, the additional rights of the company's participant cease.

6.3. The number of members of the Society should not exceed fifty.

6.4. Any agreements of the members of the Company aimed at restricting the rights of any other member, in comparison with the rights granted current legislation RF are negligible.

6.5. The transfer of a share or part of a share in the authorized capital of a company to one or more participants in this company or to third parties is carried out on the basis of a transaction, by way of succession or on another legal basis.

6.6. A member of the Company has the right to sell or otherwise alienate his share or part of the share in the authorized capital of the Company to one or more members of this Company. The consent of other participants of the company or company to make such a transaction is not required.

Option 1: At the same time, the consent of other members of the Company or the Company is required to complete such a transaction.

Option 2: The sale or otherwise alienation of the share or part of the share is prohibited.

6.7. Members of the Company enjoy the pre-emptive right to purchase a share

or part of the share of a member of the Company

(at the offer price to a third party or at a different price from the offer

to a third party and a price predetermined by the Charter of the Company)

in proportion to their shares.

6.8. The Company has a pre-emptive right to purchase a share or part of a share owned by a member of the Company at the offer price to a third party or at a price predetermined by the charter, if other members of the Company have not exercised their said pre-emptive right.

The Company's exercise of the pre-emptive right to purchase a share or part of a share at a price predetermined by the Charter is allowed only on condition that the purchase price by the Company of a share or part of a share is not lower than the price established for the Members of the Company. The specified right of the Company must be exercised on time ___________________________.

Note: The Articles of Association may not provide for the specified pre-emptive right to purchase by the Company a share or part of a share of a member of the Company.

Provisions establishing the pre-emptive right to purchase a share or part of a share in the authorized capital by the company's participants or the company at a price predetermined by the charter, including changing the amount of such a price or the procedure for determining it, may be provided for by the company's charter upon its establishment or when amending the company's charter by decision of the general meeting of participants of the company, adopted by all participants of the company unanimously. The exclusion from the charter of the company of the provisions establishing the pre-emptive right to purchase a share or part of a share in the authorized capital of the company at a price predetermined by the charter is carried out by a decision of the general meeting of participants in the company, adopted by two thirds of the votes of the total number of votes of the participants in the company.

6.9. The purchase price of a share or part of a share when using the pre-emptive right to purchase is set in a fixed amount of money and amounts to __________ (___________) rubles.

Option: Purchase price of a share or part of a share when using

In this article, we have tried to answer all the questions that arise when selling a share in an LLC. They also made detailed step by step instructions to carry out this procedure in compliance with all legal requirements.

To date, there are the following ways to exercise your right for the owner of a share in an LLC who wants to sell it. Namely:

1. Do it yourself by following the steps suggested in our article-instructions. The budget option, since it involves only the most necessary expenses (notary services, state duty), but it takes quite a lot of time, which is spent on compiling various documents and going through the authorities.
2. Make it a little easier for yourself and use the services of our service for writing legal documents. Compiling each of them will take no more than 15 minutes, which will save a lot of time. The finished result will only need to be sent to the appropriate authorities on their own.

For those who decide to do everything on their own, we have broken the process of selling a stake in an LLC into a number of stages. Their consistent implementation will allow you to do everything legally competently.

Sale of a part or 100% share in LLC

The share of an LLC participant is not indivisible. Therefore, it can be sold not only in full, but also in parts. There may be more than one buyer. The decision on which part will be sold is made only by its owner, based on his needs. Other participants have no right to dictate their terms to him.

The sale procedure will always be the same, regardless of whether the share is sold in whole or in part. But if there are several buyers, then for each of them you will have to prepare a complete package of documents and register the transaction accordingly. Well, comply with all the requirements of the law for such a transaction.

The picture is slightly different if there is only one participant in the LLC who wants to sell his share in full.

Valuation of the share of LLC in the sale

In order to set the price of a share, it is not necessary to contact independent appraisers. But it would be nice to imagine what its real value is. This will require information on the value of net assets and the amount of authorized capital. The difference between them, multiplied by the percentage share, will show the value of each share.

For clarity, let's look at an example.

Suppose that at the time of registration of the LLC, its UK was equal to 10,000 rubles, and each of the two participants contributed 5,000 each. That is, the share of each will be 50%. At the time of the decision of one of the partners to sell his share, the net asset value was 100,000 rubles. It turns out that the cost of each share will be equal to: (100,000 - 10,000) * 50:100 = 45,000 rubles.

Based on this value, you can set the price at which the share will be sold. The market price does not necessarily match the real value. It is best to calculate its exact value with professional appraisers, who will take into account many factors that affect the price in a particular region.

Members of the company enjoy the pre-emptive right to purchase a share or part of a share of a member of the company at an offer price to a third party or at a price different from the offer price to a third party and predetermined by the charter of the company at a price in proportion to the size of their shares.

That is, you can sell a share to third parties at any price, but at the same time, the participants / company can use the pre-emptive right to buy and redeem at the offer price or at a price already predetermined in the charter.

Taxes on the share of an LLC upon sale

Information about the value of the share or part of it will also be required to determine the amount of taxes that the seller will have to pay after the transaction. Taxation on the sale of an LLC's share will depend on whether the owner is an individual or a legal entity.

If the seller is an individual, then he will have to pay personal income tax. Its size is 13% of the income received under the transaction for residents of the Russian Federation and 30% for non-residents. However, if the period of ownership of a share is more than 5 years for an individual, then you will not have to pay personal income tax, or if you sell the share at face value.

The law provides that only legal entities and individuals can be participants in an LLC. And here individual entrepreneurs they cannot become such, since their status is somewhat different from both the first and the second. Therefore, participants who are individual entrepreneurs will pay tax in the same amount as individuals, that is, 13% and 30%, respectively.

When selling their share in an LLC, legal entities pay taxes depending on the applicable taxation scheme. If the price of the share at which it is sold is equal to the contribution to the Criminal Code, then income tax is not payable.

After all the nuances mentioned above have been taken into account, the actual procedure for selling a share in an LLC begins. Below we have provided detailed step-by-step instructions for implementing this process.

STAGES OF SELLING A SHARE IN LLC

Step 1. Notarial sale of an LLC share to a participant or a third party

The contract for the sale and purchase of a share in an LLC, which must be certified by a notary, does not require amendments to the founding documents legal entity. In this case, the buyer can be either another participant or a third party. Subsequently, he takes the place of the seller.

There are a number of formalities, failure to comply with which, as well as the lack of notarization, make the transaction invalid. This is the observance of the procedure for the pre-emptive right to purchase a share by other participants and, if provided for by the charter, by the company itself when selling to an outsider. In order to comply with their rights, an offer should be sent to all participants through the company and to the company itself to sell the share, and then receive their written refusals to exercise their right.

The sale offer is sent not only to the participants, but also to the address of the LLC itself. The offer specifies the size of the share to be sold and its price. The remaining participants have 30 days to make a decision in order to exercise the right to buy or refuse to buy a share.

After receiving a refusal from all participants and the legal entity itself, the seller can sell his share to other persons, both individuals and legal entities. Violation of this condition, as well as failure to obtain the consent of at least one of the participants, may lead to the fact that the sale will be challenged through the courts.

If the transaction is made between the participants, then there is no need to receive refusals from other founders. Unless, of course, such a requirement is provided for in the charter. There may also be a direct prohibition on the sale of shares to a third party. In this case, the counterparty will be only another participant or the company itself.

If the seller of the share is an individual who is officially married, then the second spouse must give his consent to the alienation transaction. Such consent, as well as a document stating that the participant is not married, is certified by a notary.

Step 2. Documents for the sale of an LLC share with notarial support of the transaction

Certification of the transaction by a notary requires the obligatory presence of the seller and the buyer or their representatives. For the visit, you need to prepare:

1. statement P14001;
2. extract from the list of participants;
3. m contract for the sale of shares of LLC;
4. offer sent to the participants;
5. waivers of the pre-emptive right from all participants (if the sale of a share is carried out to a third party);
6. a statement on the refusal of the company to acquire a share;
7. certificate of payment of the authorized capital;
8. the consent of the spouses or a statement about the absence of a registered marriage, a marriage contract (if any);
9. a document confirming the payment by the buyer of the share under the agreement (receipt, receipt or expenditure cash order or payment order).

Also needed:

1. fresh extract from the Unified State Register of Legal Entities. Some notaries prefer to get them online themselves. You can clarify this before the visit;
2. certificate of state registration of the company;
3. certificate of registration of the company with the tax authority;
4. the charter in the latest edition or the charter with all sheets of amendments and certificates of registration of amendments;
5. documents confirming the powers of the head of the company (decision or minutes of the general meeting on the appointment of the head, order on the assumption of the head of the office, employment contract with the manager)
6. For individual- passport; for the buyer of a legal entity - registration documents and confirmation of the authority of the representative.

Carefully check the availability of all documents before going to the notary.

Step 3. Submission and receipt of documents at the tax office

With notarial support of the transaction, this item can be safely skipped, since the notary himself submits the documents for registration and notifies the society of the completed transaction.

After receiving the list of changes in the Unified State Register of Legal Entities, the sale process can be considered completed. It remains only to do one more thing. With notarial support of the transaction, this item can be safely skipped, since the notary himself submits the documents for registration and notifies the society of the completed transaction.

After receiving the list of changes in the Unified State Register of Legal Entities, the sale process can be considered completed. There is only one more thing to do.

Step 4. Notify banks and counterparties

Immediately upon receipt of documents from the tax office, it is necessary to notify the bank of changes in the composition of participants and the amount of the authorized capital of the company. It is also recommended to preview the covenants under contracts with all counterparties and notify those counterparties of the changes that have occurred in contracts with which there is a condition for such notification.