How to issue an LLC as an inheritance

12.03.2021

A limited liability company is a business that legally continues to “live” even after the death of the owner. All contracts remain in force, material and financial assets are on the balance sheet, the trademark remains in the possession of the company.

Heirs can claim assets that belonged to the deceased. But whether they can enter the business depends on a number of factors.

Is it possible to become a member of an LLC by inheritance?

If the deceased was the sole owner of the company and did not leave a will, the business goes to the heirs in shares, established by law.

If the business is owned by several partners, only his share will be transferred to the heirs of the deceased. Whether the receivers can become participants in the business and manage it depends on the provisions of the Articles of Association.

Registration of an LLC share under the Charter without restrictions

If the Charter does not impose any restrictions, then after the notarial confirmation of the entry into inheritance rights, you must perform such actions :

1. Send a free-form message about the entry into inheritance rights to the name of the head of the LLC.
2. Report the entry into inheritance rights at tax office. To do this, it is necessary to fill out and submit to the district department of the Federal Tax Service Inspectorate of the Federal Tax Service an application form P14001 with copies of inheritance documents.

Based on the application to the tax office, appropriate changes are made to the Unified State Register of Legal Entities , about which an extract is provided to the heir. After that, he is considered a full member of the LLC.

Sometimes it turns out that the Charter provides for restrictions. The heirs can enter the business only with the consent of the co-owner (s) of the business. In this case, the following process occurs:

1. After receiving the inheritance certificate, the heir sends a free-form application to the LLC for its inclusion in the founders.
2. At the general meeting of the founders of the company, a decision is made to accept the heir in the LLC or to refuse him. In the latter case, the company buys out the heir's share at the market price.
3. If the heir is admitted to the LLC, data on the new composition of the company, volumes and nominal price of shares in the authorized capital are entered into the Unified State Register of Legal Entities.

Dangers to business when inheriting it

• Lack of control in time of inheritance registration - the business is left unattended while the heirs are engaged in paperwork.
• Shared ownership - if the business is transferred into “several hands”. Disputes about how to do business are likely. And it is not a fact that the parties will agree.
• Inability to conduct business - if the owner is one or the parties have agreed. But no one is "in the know" how to work. The result is the same - the business is dying.

How to avoid losing business after the death of the owner

There are several options for resolving the issue.

Successors can split inheritance as they see fit. For example, if one of the receivers does not want to participate in the business, he can exchange his share for a car, dacha or monetary compensation. The terms of the agreement are fixed in the agreement.

If the heirs want to continue the business after the death of its owner, they can transfer the business to trust management . It is possible to conclude a cooperation agreement for a short period of time - for the time that it takes to formalize an inheritance or search for a specialist for the post of permanent managing manager.