Look, I sold a business like this - it is registered with a notary agreement for the sale and purchase of a share in the authorized capital of a limited liability company.
This agreement itself contains The REPRESENTATIONS AND WARRANTY clause states:
The Seller confirms and guarantees the following information:
- there is no court decision to exclude the Seller from the company.
- there are no claims of creditors, disputes, encumbrances and other legal claims, including in court, in relation to the share owned by the Seller.
- the reliability of information about the size and nominal value of the share in the authorized capital owned by the Seller, entered into the Unified State Register of Legal Entities, is not disputed by the participant
- bankruptcy proceedings have not been initiated against the LLC
- the decision on the reorganization of the LLC was not applied
- consent of the antimonopoly authority to carry out the specified transaction within the framework of the Federal Law “On Protection of Competition is not required”
……
The scheme is like this:
1. Go to the notary. We leave documents for preparing the transaction (founding documents, list of participants, payment to the notary)
2.
We are changing the director. The founder - the old owner appoints a new director - you
Cooking: Decision (minutes) on changing the director
This form is submitted to the Federal Tax Service ( we certify it with a notary)
P14001 STATEMENT ABOUT CHANGING INFORMATION NOT RELATED TO CHANGES. ESTABLISHMENT OF DOCUMENTS
3 Deal with a notary. Transfer of money.
4. Based on the share purchase and sale agreement, we change the founder. You become a full-fledged founder
Cooking: DECISION (protocol) ON AMENDING THE CONSTITUENT DOCUMENTS
The form is submitted to the Federal Tax Service (we have it certified by a notary)
P13001 STATEMENT ABOUT CHANGES MADE TO THE CONSTITUTIONAL DOCUMENTS Plus duty paid
There may also be other schemes: introducing a new founder, increasing the authorized capital, leaving the old founder, but this is very long and tedious. And the above scheme will take 10 days for everything.
Explanations
An LLC can be sold at either face value(the amount of authorized capital), and by net assets
Net assets are calculated on the balance sheet as the difference between assets - line 1600 and liabilities - lines 1400 + 1500. And the result is the amount of line 1370 - aka retained earnings
The balance sheet also reflects all accounts receivable and payable, loans and credits, fixed assets, and money in the current account. The balance sheet must be prepared as of the transaction date. Signature of the old director.
Do not forget to accept all accounting and tax reporting for all previous periods.
Request a certificate of open current accounts (taken from the Federal Tax Service). And in banks you can find out about loans for insurance.
I would also advise, based on the balance sheets for all counterparties, to request from the old director acts of reconciliation with counterparties.
Accept equipment and inventory according to the acceptance certificate.
Another point: if you already have an individual entrepreneur or LLC, then you can simply buy the equipment separately and formalize a deal between organizations.
This all applies to the purchase and sale of small businesses. And for larger ones (land, real estate, expensive complex equipment available), I would advise using services of a professional appraiser.
Buying an apartment may seem like an overly simple task that can be easily handled even by a beginner without a specialized legal education. But this is not entirely true, since purchasing real estate is always fraught with many pitfalls and problems. You can protect yourself from the most common problems when buying a home only with the help of knowledge gained from the experiences of other people.
Fraud is problem #1
Most often, real estate buyers encounter problems that arise when collaborating with scammers. At first glance, it may seem that the seller is acting in accordance with the law, but in the end it becomes clear that he is trying in every way to circumvent the law.
Basically, all deceptions in the real estate market begin with the provision of an incomplete package of documents. The owners deliberately do not show an extract from Rosreestr, which may indicate the presence of encumbrances on the apartment.
Many of them refuse to present a registration certificate from the BTI, since the buyer will be able to find out about the fact of illegal redevelopment. In a word, there are many options on how you can deceive a careless buyer.
In order for scammers to have to “sweat” when trying to deceive, the buyer must demand from them:
- documents evidencing ownership of housing;
- seller's passport;
- registration certificate for the apartment from the BTI;
- extract from Rosreestr;
- certificate from the housing office about the absence of debts.
Problems associated with delays in construction
The majority of Russian citizens prefer to buy housing in new buildings. This fact is not surprising, since all people strive to become happy owners of a beautiful apartment in a new and reliable house. Unfortunately, the cost of such apartments leaves much to be desired, so buyers agree to pre-purchase housing in a building still under construction.
You can save a lot by purchasing in advance, but are these savings worth the problems that may arise in the future? As a rule, all the problems of new buildings begin with late commissioning of the house. And sometimes construction companies do not complete houses at all.
You can only protect yourself from such problems by purchasing housing from trusted construction companies. They must be part of SRO - construction organizations. Even if the developer goes bankrupt, buyers will be able to count on compensation for damages from members of the SRO. But if the company is not part of such an organization, owners of apartments in new buildings may lose all their money.
Poor quality of the apartment
In the case of purchasing housing in new buildings, you may encounter another problem - poorly built housing. By signing a blind purchase and sale agreement, the buyer of an apartment hopes that the developer will be able to provide him with quality housing. But in reality this is not always what happens.
If building codes are violated, cracks may appear in the house. This is considered a fundamental breach of contract, so the buyer can go to court for damages. Sometimes developers leave behind poor-quality repairs; this can also become a reason for going to court if a certain level of repair was mentioned in the contract.
It is difficult for ordinary buyers to fight construction companies in court, since the latter provide experienced lawyers who know their business. Because of this, it is sometimes cheaper to redo the repairs yourself rather than wait for compensation after a court decision.
This problem applies to problems on both sides of the transaction. Each certificate received from government agencies has its own validity period. If it suddenly becomes overdue, the homeowner will have to spend time again preparing it and collecting certain documents. This can delay the sale of a home for several months and sometimes years.
During this time, the purchase and sale agreement (written about in detail) may terminate. As soon as the document ceases to be valid, the buyer and seller will again have to draw it up and notarize it. This will incur significant financial costs, and the bulk of them will fall on the shoulders of the buyer.
To prevent this from happening, you need to check the validity period of all certificates before concluding a contract. They should have at least a small safety margin. This will help save both time and money.
Problems with power of attorney
There are situations in life when the owner of a home really needs to sell it, but for some reason cannot do it himself. As a rule, self-sale is not possible if he is in another country, has lost his legal capacity, or suffers from a serious illness. In this case, he finds an attorney who agrees to act on behalf of the owner when selling the home.
But here, too, a small problem may arise. Scammers often take advantage of proxy sales. They use straw men or powers of attorney from long-dead people to defraud careless buyers. In a legal sense, such documents are not valid, so the contract can be terminated.
It is better for inexperienced buyers not to purchase housing by proxy. You must always make direct contact with the owner, since no one can be responsible for the actions of a third party.
Conclusion
Buying an apartment comes with a number of problems. They mainly concern the accompanying documentation: it may be expired, false or simply incomplete. In a number of other cases, the buyer may encounter low-quality housing, delays in construction, and dummies when making a purchase by proxy. You can protect yourself from these inconveniences by contacting professional realtors and lawyers.
Every buyer can apply for . But for this he needs really good reasons.
Everyone should learn about the pitfalls when buying an apartment! Our experts here have done it for you.
Sea containers are very popular all over the world, including in Russia. This success can be explained quite simply - containers are universal modules, the use of which is possible in almost any area - from modular building construction to mining farms. Cafes made from shipping containers can be found in Times Square in New York and near the Eiffel Tower in Paris.
The demand for is growing every year. Unfortunately, this is taken advantage of by unscrupulous citizens living in port cities, where there is always the opportunity to get cargo sea containers of dubious quality.
Suspiciously low price
It is primarily those who like “freebies” who may find themselves in an unpleasant situation. The fact is that recently the number of advertisements for the sale of cargo modules on various free advertisement sites has increased significantly. Such advertisements may indicate a ridiculously low price. You need to be clearly aware that most of these advertisements are simply deception.
There is plenty of evidence of this. For example, a resident of the city of Kirov became a victim of deception. He found an advertisement for the sale of a sea container at a suspiciously low price - only 65 thousand rubles. They promised to deliver the goods to him from the St. Petersburg port. Any sane person, even with a quick glance at the prices of similar offers, would suspect something was wrong - a container in any condition cannot cost that much.
However, the desire to save money turned out to be stronger than the voice of common sense. The Kirov resident transferred the required amount to the seller’s electronic wallet. The result is predictable - the customer received neither the container nor the money. Now he faces long trips to the dishes in the hope of returning the money spent.
Stolen containers
Another detective story took place in one of the Ukrainian port cities. There, an unscrupulous seller offered supposedly written-off containers for sale at bargain prices. In this case, the goods turned out to be quite suitable, but, however, stolen.
Four 40ft containers were sold. After which, according to the local police department, an employee of a company that services the port disappeared and was put on the wanted list. The sale of goods was carried out without invoices and documents. Therefore, the new owners of the container had to part with it. Given the current situation in Ukraine, finding a seller will be extremely difficult.
Container scammers
During transportation, cargo containers are constantly exposed to the external environment - wind, snow, rain. Containers with minor damage are repaired. Modules that cannot be repaired are written off for disposal.
Fraudsters, instead of recycling, give gloss to the decommissioned module and post advertisements for sale on sites, for example on Avito, to gullible buyers. After a short period of time (a year or two), the purchaser notices that the walls of the container have rotted and it has become unsuitable for further use. Therefore, never buy containers from private sellers second-hand.
Poison container
We will give another example of a careless buyer of a container from private individuals. One citizen bought a cargo module and converted it into a dacha. Everything would be fine, but after a while the buyer began to be bothered by an unpleasant smell. He tried to get rid of it by laying new flooring and painting the walls, but this did not help. The smell did not go away for a year. As an examination later showed, it was caused by toxic substances found in large quantities in the module material. They could lead to cancer and other serious diseases.
The source of the toxic substances could not be determined, since after the sale, the former owner of the container changed his phone number. As a result, the owner of the dacha had to abandon its use in order to preserve his health and life.
We hope that the stories presented in the article have convinced you that buying a container from private individuals on ad sites is extremely dangerous. The Weber Green company sells exclusively high-quality cargo containers. When completing the transaction, you will be provided with all the necessary documents.
How to protect yourself when making a transaction by proxy? Answer: Firstly, the power of attorney to carry out this type of legal action must be notarized. The authenticity of the notarization can be checked in the Spark system. Secondly, it is important to find out why the owner does not sell the property personally. The buyer must pay attention to the date of conclusion of the document. If the validity period is not specified, then the power of attorney is valid for only 1 year. If possible, it is advisable to communicate with the owner of the apartment without his authorized representative. Knowing how to buy a home on the secondary market, it is easy to protect yourself from scammers. The main thing is not to rush, anticipating the housewarming, but carefully check the documents and take into account possible risks. Recommendations in the video About the risks and rules of buying housing on the secondary market - a personal opinion on Roman Grinev’s blog.
Checking an apartment before buying: 5 things to do
Necessary terms State duty A tax that must be paid by the buyer of an apartment to the state treasury. The amount of the duty is calculated depending on the cost of the apartment Sale and purchase agreement A transaction in which the ownership of the apartment is transferred to the buyer, and the buyer is obliged to transfer funds in cash or non-cash form to the seller in the agreed amount Incapacitated citizen A person who, due to certain circumstances, stands on the registration in a psychological dispensary and does not have the right to sign contracts and conduct any legal transactions Owner A citizen who legally owns an apartment and has title documents for the living space Procedure for registering a transaction Since 2018, there is no need for state registration of a contract for the sale and purchase of an apartment from the owner.
What you need to know when buying an apartment on the secondary market
Info
A certificate is an extract from the Unified State Register of Rights, which records all encumbrances placed on real estate. All transactions regarding the apartment are entered there. And before starting to formalize the purchase and sale of an apartment, the buyer has the right to make sure that the apartment is free from the rights of others.
The help contains the following information:
- description of the apartment (address, area, number of rooms);
- registered owner;
- restrictions or encumbrances of rights;
- information about court decisions if anyone claims the right to reside in the apartment;
- information about the possibility of alienation of the apartment by the state or municipal authority.
If there is an encumbrance, this does not prevent the sale of the apartment. If the apartment is mortgaged, then under the terms of the mortgage agreement the written consent of the mortgagee will be required to sell the apartment.
Riskover.ru
The sale of such an apartment will become possible if minors are provided with housing with conditions no worse than before. Thus, an apartment with persons registered in it is possible, however, after lengthy legal proceedings, this will also affect the reduction in the value of the property and will negatively affect the timing of the sale. However, for the owner, eviction of registered persons is much simpler than for the buyer.
No encumbrance on the property When purchasing an apartment, the parties must be sure that there is no encumbrance on the property. Because after purchasing an apartment with a dependent or tenants, the owner will be forced to come to terms with such a neighborhood or spend a lot of time on legal proceedings.
That is why a certificate confirming the absence of encumbrances on the living space is so important for the buyer.
What are the risks when buying a secondary home?
However, this process is complicated by the fact that rarely does a buyer agree to purchase an apartment with persons registered in it. If the contract does not stipulate the condition that the citizen registered in this apartment will retain his right to live in the living space, then the transaction is considered invalid.
And the apartment is returned to the previous owner, and the paid amount of money is returned to the new owner. However, the owner is not obliged to indicate simply the citizens registered in the apartment who do not retain the right to reside in the apartment.
It is recommended to indicate in the contract that this citizen undertakes to leave the apartment before the specified date, but this is not a guarantee that this person will leave the apartment. Registered persons can voluntarily go to the migration service and write an application requesting deregistration based on their registration; after three days they will be deregistered.
Forbidden
The purchase and sale agreement must contain the specified terms of the mortgage - the source of funds to pay for the purchased living space and the procedure for processing the settlement between the parties. If for maternity capital Families with a certificate for maternity capital can use it in different ways.
It is allowed to purchase an apartment using maternal capital by depositing the entire amount of the certificate for the purchase of housing. For 2018, an amount of 453,026 rubles is provided.
However, based on market prices for real estate, it is not possible to purchase an apartment with this money. Most often, maternity capital is used to make a down payment for mortgage lending. If a young family has its own funds, then you can not use a mortgage, but purchase an apartment for the sum of maternity capital and your own funds.
What problems may arise when buying an apartment?
Attention
But after completing the documents, it turned out that K was mentally ill and did not have the right to carry out such transactions. The contract was terminated.
- Participation of legal entities in the transaction.
The buyer should be wary if the seller of the property is an organization.
However, if the transaction is declared invalid, the buyer risks being left without an apartment and without the money paid, because in court he will in no way be able to prove the fact of transfer of money to the seller. Purchase of living space with citizens registered in it In order not to face the need in the future to evict registered citizens in court, the buyer is recommended to make sure that no one other than the owner is registered in the apartment, or to write out all registered persons before concluding a purchase and sale agreement. If there are minor children registered in the apartment, there must be permission from the board of guardians. Most often, such a child is discharged and registered with relatives. Checking the legal capacity of the seller of the explosives. In the case of limited legal capacity or its absence, the contract may be declared invalid in court.
Nuances Negotiations with the seller should include not only the transfer of money, but also the resolution of other important issues:
- When will the seller and his family members check out of the apartment being sold?
- When will they physically vacate the living space (if the seller lives in the apartment)?
- What will the seller leave in the premises for the buyer?
- How long will it take for the former owner to remove the items?
All these and other important issues must be resolved by the parties to the transaction before concluding any official papers. Help: this is especially true for deregistering residents, since after the sale and purchase, this procedure may take a long time. And the new owner will have to sign strangers out on his own. Real estate transactions often fall through because the owner of the apartment raises the price.
What problems may arise when buying an apartment on the secondary market?
If doorways and walls have been changed in the apartment, you need to find out how serious these changes are and how long it will take to legalize them: In case of changes to non-load-bearing walls and built-in furniture This can be legalized quickly and retroactively In case of changes to load-bearing walls, moving a bathroom or toilet , expanding the area, the Buyer will incur significant costs. It will be necessary to obtain a document confirming the admissibility of such changes and the safety of their implementation.
As you know, a car owner can dispose of his vehicle at his own discretion. That is, you can sell your car, donate it and perform any other actions with your property. But any actions must be accompanied by the preparation of certain documents, and in the process of their execution some questions may arise. Let's look at some of them.
Features of selling a vehicle
When selling a vehicle on the secondary market, a purchase and sale agreement is drawn up, then the name of the new owner is entered into the title and money is transferred for the purchase of the car. There are usually no problems with drawing up an agreement, since it is not necessary, although it is advisable, to be certified by a notary. But, after the contract has been drawn up and the seller has received the money, the buyer is not always in a hurry to officially register the car in his name. Quite often, the new owner uses the vehicle by proxy, as a result of which the previous owner of the car receives notifications about the need to pay taxes for the vehicle that has already been sold. To prevent this from happening, it makes sense to contact a company that carries out car inspections around the clock. Such a company will ensure that the transaction is carried out properly. Or you yourself can contact the MREO with a corresponding application, but this method of solving the problem will take time. In addition, if you want to be guaranteed to protect yourself from dishonest actions of the buyer, then deregister your car in advance.
Does it make sense to install transit numbers?
When selling or buying a vehicle, the question often arises whether it makes sense to install transit numbers. As practice shows, transit numbers are not always up-to-date. So, if you have deregistered your car and are sure that you will be able to sell it within five days, then transit numbers are not needed in this case. If you bought a vehicle secondhand, relying on a reliable paint and varnish device, and do not plan to drive it to another region, then you don’t have to install transit numbers. Moreover, if you previously owned a car, you can write an application to the MREO and keep the license plates from your previous car. Do not also forget that transit numbers are valid for only twenty days. If during this time you were unable to obtain permanent registration of the vehicle, then the transit cards will not be renewed. That is, you will have to pay the tax again and get new transit numbers.
About the author: Andrey Strashko
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