Features of enterprise inheritance. Important nuances in the procedure for inheriting an enterprise What is an enterprise

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The enterprise is inherited as a single property entity. Shares in an LLC can be inherited only if this is not prohibited by the Company’s Charter or consent to the transfer of the share of all its participants has been obtained. Shares of an OJSC are inherited in the general manner, with the heir becoming a shareholder of the OJSC only after making an entry in the register of shareholders. The entrepreneurial activity of an individual entrepreneur as such is not inherited; the inherited property of an individual is transferred. In this case, the heirs are liable only under individual entrepreneur contracts that are not directly related to his personality.

Inheritance of an enterprise as a property complex

An enterprise is a property complex that is a real estate object and is used in business activities to make a profit (Article 132 of the Civil Code of the Russian Federation). It, like other property, can be inherited.

The enterprise, in the process of inheritance, must be preserved as a single whole property complex, ready for its further use in order to make a profit. Transferring a company into inheritance in parts is practically impossible.

Composition of the enterprise

An enterprise is a complex property complex that includes intangible and tangible elements. They are enterprises listed in Art. Civil Code of the Russian Federation. The heirs of the enterprise do not have the opportunity to choose what is included in its composition and what is not. The composition of the enterprise's property is determined as a result of an inventory.

TO material elements refers to all property used to conduct its activities, i.e. buildings, land plots, equipment, structures, inventory, products and raw materials.

Intangible elements:

• rights of claim;
• debts;
• property and non-property rights (results of copyright activity: trademark, company name, service mark).

Rights and obligations in labor relations are not included in the composition of the enterprise, since the intellectual and business qualities of the working team, its professionalism and ability to work cannot be used separately from their carriers.

Subjects of inheritance

The subjects of inheritance are the persons who are called to inherit. As heirs of the enterprise can be:

• Individuals.
• Legal entities.
• Russian Federation.

Individuals can act as heirs by will and by law.

Attention

The heir of the enterprise must be an individual entrepreneur, but if he is not, he must register as an individual entrepreneur or entrust the management of the enterprise to specialists.

Legal entities inherit only by will. The state is the heir only of escheated property (to which no other heirs claim).

If there are two or more heirs, then one of them can use pre-emptive right(Article 1170 of the Civil Code of the Russian Federation). At the same time, he is obliged to provide appropriate compensation to other heirs.

Registration of the right of inheritance of an enterprise

Consent of all LLC participants to transfer shares to heirs

The charter of an LLC may stipulate that in order to transfer a share by inheritance, it is necessary to obtain the consent of all its participants.

To obtain consent necessary:

• Send a notification in any written form to the LLC that the heir wishes to become a member of its participants.
• The notice period is not limited, i.e. it can be sent before or after the expiration of the period for accepting the inheritance.

The consent of the participants was obtained, If:

• within 30 days (another period may be determined by the company’s charter) all participants will write statements of consent to transfer the share by inheritance;
• within the same period, all members of the company will not write a refusal to give such consent.

If consent is not obtained, the share of the deceased participant passes to the company. In this case, the heir can, on the basis of a certificate of the right to inheritance, demand that the company pay him the cost of the share (Article 1 of the Civil Code of the Russian Federation).

Share price calculated for the last reporting period that preceded the death of the testator on the basis of the company’s financial statements. It must be paid to the heirs within one year from the date of transfer of the share to the company. Another (shorter) payment period may be provided for by the charter.

For your information

After the heir receives a certificate of the right to inherit the share and the consent of all participants, he needs to submit an application (done by a notary) to the Federal Tax Service at the place of registration of the company to make changes to the register of legal entities.

Inheritance of PJSC shares

The heirs of a shareholder of a PJSC (public joint stock company) have the right to receive shares by inheritance. Consent of other shareholders or the company itself wherein no need.

A share is a security; it establishes the rights of its holder to receive dividends (part of the profit of a joint-stock company). The share also gives the right to participate in the management of the company and to receive part of the property that remains after its liquidation. If the testator on the day of death didn't pay shares in full, such shares cannot be inherited and pass on to society.

Inheritance of shares is carried out:

• in law;
• by will.

The day of opening of the inheritance is the day of death of the testator.

Inheritance of shares

During six months from the date of death of the testator, the heirs have the right to accept the inheritance contact a notary with the following documents:

• information about the number of heirs;
• extract from the register of shareholders (if shares are issued in uncertificated form);
• a document confirming the existence of shares and the rights of the deceased shareholder to it;
• if the shares are issued in uncertificated form, the heir has the right to contact a notary with an application to send a request to the company for the registrar to provide the necessary information.

After the heir receives a certificate of the right to inherit shares, he must contact the joint-stock company with a request to make an entry in the register of shareholders.

Making an entry in the register of shareholders

To make an entry in the register of shareholders, heirs must provide the registrar with the following documents:

• passport;
• certificates of securities belonging to the previous owner, in a documentary form of issue;
• conclusion about the market value of shares.

Attention

The heir becomes a shareholder of the PJSC only after making an entry to the register of shareholders. From this moment on, he has the opportunity to receive dividends and participate in the management of the PJSC.

Shares of PJSC in common shared ownership

If there are several heirs, then the shares are transferred to their common shared ownership from the date of opening of the inheritance (Article 1164 of the Civil Code of the Russian Federation) and can be distributed among them by mutual agreement. The result is fractional shares. In the process of conducting corporate activities, owners of such shares may face certain difficulties, namely:

• they cannot take part in the activities of the PJSC;
• cannot always reach an agreement on division.

If an agreement on the division of shares between the participants in shared ownership has not been concluded, the participant in shared ownership has the right to demand the allocation of his share. judicially(Article 252 of the Civil Code of the Russian Federation).

After the death of one of the spouses, the shares, which are the joint property of the spouses, are inherited by the surviving spouse and other heirs on the right of common shared ownership.

IP inheritance

After the death of a citizen - individual entrepreneur (individual entrepreneur), his entrepreneurial activity ceases. The property of an individual entrepreneur subject to inheritance is equal to the inherited property of an individual. Personal belongings, movable and immovable property, as well as property rights and obligations are transferred by inheritance (Article 1112 of the Civil Code of the Russian Federation.

If the heir plans to continue activities of his testator, he must:

• obtain from a notary a certificate confirming the right to inheritance;
• undergo procedures for re-registration of property (real estate, funds stored in accounts, production assets);
• register with the tax office as an individual entrepreneur;
• independently, re-conclude all contracts.

Inheritance of debts of a deceased entrepreneur

The heirs who accepted the inheritance are liable for the debts of the testator jointly. Thus, the testator’s creditors can demand fulfillment of obligations both jointly from all heirs and from each of them separately.

Creditors have the right to claim both the entire debt and part of the debt (Article 1175 of the Civil Code of the Russian Federation). In this case, each of the heirs is liable for the obligations of the testator within the value of the inherited property transferred to him.

Obligations of heirs under individual entrepreneur agreements

Whether the heirs are liable for the contractual obligations of the individual entrepreneur depends on the nature of the contract, its connection with the personality of the testator:

• If the contract cannot be fulfilled without the personal participation of the entrepreneur, then the obligation is terminated by his death (Article 418 of the Civil Code of the Russian Federation).
• If, according to the terms of the contract, the obligation of the individual entrepreneur in relation to his partner is not related to his personal participation, then after the death of the testator, the obligation not fulfilled by him must be fulfilled by his heirs.

While the inheritance case is ongoing, the counterparties of the deceased individual entrepreneur have the right to transfer payments under the agreements either to the old current account of the individual entrepreneur or to the deposit of a notary.

The income of one of the spouses from his entrepreneurial activity belongs to their joint property and is property acquired by the spouses during marriage (Article 34 of the Family Code of the Russian Federation).

The market economy in Russia is quite young compared to Western countries. The tradition of succession between generations of businessmen is just beginning to take shape. However, the problem of inheritance of enterprises has already become relevant in the 21st century.

Old-timers in leadership positions in commercial organizations are being replaced by young people. The founders of the first private companies still remain business owners, but this is not forever. The rejuvenation of the entrepreneurial community is obvious.

This phenomenon is associated with merciless time. Unfortunately, people grow old and die. Many years have passed since the change of the ruling regime and the collapse of the Soviet Union, and gray hairs covered the heads of the heads of the first Russian private business firms.

In this article:

Objects and risks when inheriting companies

Some more time will pass and, due to their age, the pioneers of the domestic market economy will no longer be able to conduct business. The agenda will include the question of resigning powers and finding a worthy successor.

Does the current legislation allow for the transfer of a business by inheritance? This and much more will be discussed in this article.

The specificity of business inheritance lies in the particular status of this object. There is no clear regulatory regulation, but there are many rules of unrelated branches of law: “entrepreneurial” and “hereditary”.

By law, an enterprise is recognized as a complex property complex. Article 132 of the Civil Code of the Russian Federation tells us about this. In addition to buildings, structures, equipment, money, it may also include obligations, debts, trademarks and everything else that can be used in the process of business activity.

Enterprise debts

The main risks of business inheritance are associated with obligations. Heirs are not always involved in the affairs of the company during the life of the owner of the company. Being on the sidelines, relatives do not have even the slightest idea about the problems that may arise in the activities of the enterprise.

Having received an inheritance, a person comes to the first meeting of shareholders (participants) or to the director, and the whole heap of accumulated tasks, obstacles, barriers, debts of the company and other obligations falls on him.

It can be reassuring to know that business owners in a limited liability company are liable only to the extent of the nominal value of the share. Accordingly, even if the enterprise is unprofitable, you will not have to pay personal money without your own desire.

Exceptions are cases where insolvency arose already during the reign of the heir, through his fault (occupying the position of director and inept management, approval of a loss-making transaction, etc.).

This may involve bankruptcy of the company, subsidiary liability and other unpleasant procedures.

Nevertheless, it is also not worth staying on the sidelines and completely trusting the business to the existing old management, because the employees were loyal (or not) to the previous owner, and the new one may remain behind the scenes, and the company will be dismantled piece by piece. To prevent this from happening, the heir to the business must get on board and take the steering wheel into his own hands.

Transfer of the obligations of the individual entrepreneur to his heirs

The situation is completely different with the business of an individual entrepreneur. All his obligations are personal, and he is responsible with his own property. The heirs of an individual entrepreneur do not accept a share in the business, but specific property used in business activities. Here you will have to answer with what you have.

Formally, the obligation passes to the heirs within the limits of the value of the accepted property. It would seem that you can be calm - you received the property and you respond with the same. But it's not always that simple.

The insidiousness of the situation lies in the fact that according to accounting, the value of the property may be overstated. Accordingly, collection will be made on it based on its book value.

But in reality, the company’s things may be worthless. Here, an accepted inheritance can significantly hit your pocket. Although another situation cannot be ruled out, when the book value is underestimated and debts will be cut off. This is beneficial to the debtor and annoying to the creditor.

What to pay attention to

At the same time, you need to keep in mind that this procedure cannot be applied to real estate and transport. When there is an expensive property and the book value is low, or it has completely depreciated, the lender may require an independent examination to establish the limits of the heir's liability.

It is also necessary to understand that not all legal entities have the possibility of applying inheritance law. Only private businesses are inherited; state offices and unitary enterprises are not related to the topic under consideration.

Features: LLC inheritance, IP inheritance, one or more owners

The peculiarities of inheritance of an enterprise lie in the complexity of this object and its dual status. Oddly enough, the enterprise as a whole is recognized as real estate, although the real estate itself may not be part of it.

For example, a small retail business on rented space. The structure of such a business will only include goods in circulation, cash in the cash register and in the current account, commercial equipment, obligations and rights. At the same time, even such an enterprise will be recognized as a property complex.

On the other hand, the term “enterprise” refers to a business entity. More often this is how a company is designated, but if the business of an individual entrepreneur is large, then this definition can also be applied to it.

Different interpretations of one term lead to difficulties in understanding its essence and legal status.

LLC inheritance

A commercial organization is a legal entity and its owner is the owner of a share in the authorized capital (for LLC) or shares (for JSC).

That is, the owner of the buildings, equipment, and money of the company is formally the legal entity itself, and not its founder. The owner of the business is not the direct owner of the property of the enterprise, but owns it all through his company.

This raises a very difficult question - what to inherit: a share in the authorized capital (shares) or directly all the property of the company (property complex).

Unfortunately, there is no direct answer in the law, since business inheritance is not designated as a separate type of legal relationship. In addition, the property complex (enterprise) will not necessarily be identical to the entire company.

Thus, one legal entity can concentrate several property complexes, for example, a network of factories in different regions of Russia.

Each production complex will be a branch of the company, have its own equipment, employees of a separate division, and so on. It is not possible to inherit such a business as a single property complex.

In this regard, there is an expert opinion that the transfer of a company by inheritance is still legally correct through the inheritance of a share in the authorized capital of the company / shares.

When a business has several founders

Inheriting a business through obtaining rights to a share in the authorized capital is especially important when the company has several participants in addition to the testator. In this situation, it is impossible to transfer the enterprise as an entire property complex due to the ownership of only part of the business by the testator.

In addition, inheriting an LLC has one important feature: the testator's partners may not want to transfer the share to the heir. In this case, the successor will only be paid compensation.

Formally, its size must correspond to the market value based on the results of assessing the value of the business, or the value of the share based on the book value of the property. In fact, all the numbers are in the hands of the partners, and they can bring the price to any value by manipulating accounting data.

IP inheritance

Unlike an LLC, an individual entrepreneur has no shares, no authorized capital, and therefore it is impossible to inherit the “IP” itself. This abbreviation means “an individual registered as an individual entrepreneur.” This status is inextricably linked with personality and is not inherited.

However, no one has canceled the inheritance of an individual’s property in this situation. Accordingly, when a business is transferred to the heirs of an individual entrepreneur, the successors receive exactly the property of the businessman.

In this case, the above-mentioned linking of the concept “enterprise” to the category “property complex” will be relevant.

In its composition, in addition to things used for business and money, the heirs can receive property and non-property rights (intellectual property, exclusive rights, trademarks, software licenses, non-exclusive rights to the website, commercial designation, slogan and much more).

Inheritance of a company by law and will, who can inherit the business and when

Legislatively established methods of inheritance are also relevant for the situation with the transfer of a business. No matter how many nuances there are, inheritance law has not yet invented anything else.

So, like any property, an enterprise can be inherited either by law or by will. And it doesn’t matter whether it’s a share in the authorized capital, shares, a property complex, or the company’s belongings separately.

Any person (if there is a will) or relatives in order of priority can become the receiver of the case.

In law

It is most logical to transfer the business to the most mature and educated relative. But a choice is possible in the case of a will, and if there is no will, then His Majesty the “Law” comes into play.

He has no priorities in terms of expediency, abilities and determines heirs solely by degree of relationship.

Briefly this system looks like this:

1. Children, husband, wife, mom, dad.
2. Brothers, sisters, grandfather, grandmother, nephews.
3. Uncles, aunts, cousins.
4. Great-grandfathers, great-grandmothers.
5. Cousins ​​and granddaughters, great-uncles and grandmothers.
6. Cousins, great-grandchildren, cousins, nephews and nieces, cousins, uncles and aunts.
7. Stepsons, stepdaughters, stepfather, stepmother.

From this entire list, only capable and adult relatives can be real successors to the business. Only such citizens are able to understand the meaning of inheriting a company, because a number of rights and obligations of an LLC participant can only be acquired at the age of majority.

By will

The most correct thing from the point of view of ensuring the life of the company after the death of its owner is to draw up a will. At the same time, not necessarily for a relative.

If a business owner is interested in the prosperity of his business and understands that no one among his relatives can provide this, but will only “squander” what he has earned over the years, he can identify any worthy person as a successor.

The concept of “worthiness” is highly subjective, but a large enterprise may employ thousands of people. Their fate cannot be entrusted to a person who is incapable of running a business.

The will must be drawn up in person. When registering it, the owner of the enterprise must be aware of the meaning of his actions and the consequences of their commission.

We must not forget about guaranteed shares in inherited property for disabled heirs of the first priority.

General order of inheritance: documents

The list of documents on the part of the heir is clear and standard, as for all other types of inheritance:

• identification document;
• confirmation of relationship;
• death certificate.

As for the papers for the enterprise itself, everything is much more complicated. After all, this is not just a thing, but a working mechanism in which people are involved.

According to the list, the number of inventory items, fixed assets, and obligations can amount to thousands, and all of them require papers. The question may arise: “why is this necessary if a share in the company is inherited?”

Reasonable, but to determine the valuation of a share, you need to understand the book value of the company's assets and liabilities, and this is impossible without documents for each position.

It’s good if you have contact with the management of the enterprise, especially with the management of the accounting department. In this case, you can easily collect the necessary papers for both the company (certificates, Charter) and the company’s property.

The situation is different if the accounting is lost or the heir is not given access to the documents by employees. In this case, you will have to use requests and possibly sue.

With this outcome, you will have to draw up a detailed action plan. It's like storming an impregnable fortress.

The legal dispute will have the subject of “request for documents”

During this process you must apply:

• for the company - OGRN and TIN certificates, Charter, protocol for the director;
• for individual entrepreneurs – a certificate of registration as an individual entrepreneur, a notification for registering an individual entrepreneur with the tax authority, and a TIN certificate.

The more information about the organization can be collected, the more balanced the decision will be to take or not take a share. An accurate analysis of documentation will help you avoid surprises and pitfalls.

Acceptance deadlines

The period for entering into an inheritance for an enterprise is the same as in the case of other property - 6 months. During this period, you must contact a notary with all documents. After going through a series of formal procedures, an inheritance certificate will be issued.

Registration of rights to LLC

After receiving the certificate of inheritance, you can go and register your right to the share with the registering tax authority (amending the Unified State Register of Legal Entities). After 5 working days after submitting the documents, the tax office will issue a registration sheet and changes will be made to the register of legal entities.

A limited liability company is required to maintain a register of participants. It is also necessary to make adjustments in this document after entering information about the new member of the Company into the Unified State Register of Legal Entities.

Registration of rights to an individual entrepreneur's business

If an enterprise is inherited as a property complex, then it is necessary to register the ownership of it as real estate by submitting documents to Rosreestr through the Office itself or the MFC.

When receiving separate property by inheritance, registration must be carried out in relation to the rights to vehicles (in the State Traffic Safety Inspectorate) and real estate (in Rosreestr).

In relation to the business itself, the process of its succession consists of re-registration of contracts with the testator's counterparties. Considering that rights and obligations are inherited, this should not cause any confrontation between the parties to contracts.

How to refuse inheritance of a company

It is not necessary to refuse the inheritance. To avoid receiving it, it is enough to simply not accept it and not start using the testator’s property.

There are some restrictions regarding refusal:

• there should be no conditions for refusal, it is done completely and irrevocably;
• it cannot be waived if, according to the will, everything is distributed to specific persons;
• Refusal from the obligatory share is not acceptable.

An active action is also possible - refusal in favor of another person or without indicating such. The deadline for direct refusal is during the period of acceptance of the inheritance.

At this time, you need to meet and submit the appropriate application to the notary at the place where the inheritance was opened. If the deadline is missed, you can refuse in court by filing a corresponding application with the court.

conclusions

To summarize, it should be noted that inheritance is different from inheritance. Many little things can influence whether it is advisable to accept it or not: the characteristics of the object of inheritance, the need for investment in the accepted business, the number of employees coming under the new owner, and much more.

If “property” can be used directly, then “business” is still work. It is possible that it is not the heir who will use the enterprise, but the enterprise will be used by the heir.

By accepting the rights to an enterprise, a person acquires not just things, he acquires, perhaps, his life’s work, or at least a very labor-intensive occupation.

Every normal person strives to leave behind as much as possible for his descendants. Some people bequeath money, others - material goods, and others - their business. In practice, inheriting a company very often occurs with considerable difficulties.

This is primarily due to the fact that in domestic legislation the concept of “business” itself is quite vague. We will discuss further how the will of companies of various forms of ownership occurs, and how to avoid problems in the inheritance process.

Objects and risks when inheriting companies

In general, inheritance involves the transfer of rights and obligations, with the exception of personal non-property rights, from the testator to his successors. When a company is bequeathed, the rights to certain assets of property are transferred. These include:

• land;
• buildings and constructions;
• equipment;
• objects of intellectual property;
• enterprises;
• shares and shares of the authorized capital (this applies to joint-stock companies, LLCs, business partnerships, etc.).

Differences in organizational and legal forms of ownership leave a significant imprint on the specifics of inheritance of legal entities.

But all of them are characterized by the same type of risks:

1. The legal right to inheritance may be hindered by other owners. By the time the inheritance is accepted, the successor may actually be deprived of the opportunity to influence decisions regarding the activities of the company. In addition, founders do not always want to disclose the real value of their company’s assets, especially if the heir does not have the information. Of course, an interested party can apply to the court to conduct an independent assessment of the value of the assets. But after six months, which are established by law for inheritance, the co-owners of the company can simply withdraw the bulk of the assets.
2. If the testator was the sole owner of the enterprise, then in fact the organization remains without leadership until the heirs assume rights.
3. There is no possibility to sign documents or change the director. And this may lead to the termination of the activities of a business entity.
4. If the provisions of the charter documents provide for the possibility of “buying off” a new co-owner through a one-time payment, then in fact this norm at the legal level allows one to resist joining the ranks of owners.

If there is more than one heir, interpersonal conflicts are possible. During the period of resolution of internal disagreements, the company becomes very vulnerable to external threats.

Inheritance of a company by law and will

As with any other type of property, business inheritance follows two different patterns.

By will

• In this document, the testator indicates all of his successors. These may include:
• individuals (relatives, acquaintances, associates);
• legal entities;

state. The testator has the right to distribute property between them in specific proportions.

If there is no indication of the shares, then they are considered equal. Even if the testator does not indicate his minor children and disabled parents or spouses in the will, they still have the right to a “piece” of the inheritance.

Only the property specified in the will is distributed among the heirs. If there are other valuables not specified in this document, they are distributed in accordance with the law.

In law If the testator does not make a will in a timely manner, inheritance occurs according to law. It's a little more complicated.

All relatives are divided depending on the degree of relationship.

At the same time, some successors may refuse inheritance or may not live to see the opening of the inheritance.

In this case, inheritance passes to persons of the next degree of kinship.

The specifics of the inheritance of an enterprise come from its definition. In domestic legislation, it is most often defined as a property complex with its inherent special rights (for example, to trademarks and a company name).

In this case, the property complex is used for business activities and may belong to:

• production cooperative;
• state or municipality;
• business company or partnership;
• farming;
• individual entrepreneur.

When inheriting enterprises, certain features should be taken into account:

1. Since an enterprise is, in a certain sense, part of real estate, when it is inherited, state registration of the transfer of rights is mandatory.
2. At the same time, the registration authority is responsible for registering rights to the enterprise as a whole, and the justice department at the place of registration of individual objects is responsible for land plots, real estate, etc. To enter into an inheritance, you must begin managing the enterprise
3. . If the testator himself exercised managerial functions, then no difficulties will arise. However, often a contract is concluded with a hired manager for these purposes. Therefore, it will be necessary to eliminate it in violation of the provisions of the concluded contract. This issue requires additional legal elaboration. The property complex of an enterprise may include
   • quite specific objects. For example, when inheriting intellectual property objects, the documentation of the transfer of rights to them deserves close attention. To do this, a license or copyright agreement for the transfer of rights is drawn up, as well as an act of acceptance and transfer of the property itself. Additionally, a lot of nuances may arise in this area, for example:
   • If the company name contains an indication of the owner registered as an individual entrepreneur, then the transfer of the right to the name is possible only after the heir has completed the state registration procedure.

Inheritance of a trademark is possible after registration of the heir with the Patent Office. An application and a package of documents related to one designation (charter of the mark, list of goods, document on payment of duties, etc.) are submitted there.

Features of LLC inheritance

This form of ownership is the most popular when registering legal entities.

Features of LLC inheritance law vary depending on the number of founders.

Problems in this situation usually do not arise, of course, if there are no disagreements between the heirs. There are no other founders, and therefore no one can protest or insist on payment of compensation.

After accepting the inheritance, the management is replaced, the necessary changes are made to the statutory documents, and activities continue.

Several owners

In practice, this is most often the case. In this case, only a certain share of the authorized capital of the LLC is transferred to the heir. In addition, in order to protect your enterprise from unauthorized persons, most LLC charters contain provisions on the mandatory consent of the remaining owners to transfer ownership by inheritance. The receiver must send a request to the founders. They, in turn, can:

1. Just ignore it or give written consent. In these cases, the heir is automatically accepted into the ranks of the owners.
2. Give a refusal in writing. This will mean the transfer of ownership shares to the legal entity itself. But the heir has the right to count on compensation in cash or in the form of property in an amount equal to the market value of the inherited share of the charter. The payment must be made within a year from the date of transfer of the heir's share to the LLC.

Features of IP inheritance

To understand whether an individual entrepreneur’s business can be divided by inheritance, it is necessary to find out the specifics of the activities of this business entity. All rights and activities of an individual entrepreneur are inextricably linked with the personality of the businessman himself. Therefore, direct inheritance in itself is impossible.

Only certain elements of a business structure are subject to inheritance, for example, bank accounts, means of production, and property. At the same time, the personal property of an individual entrepreneur (the only home, household items, etc.), which according to the law cannot be seized for debts, is not included in the inheritance mass. Since the duties and rights of individual entrepreneurs, unlike legal entities, are not a single complex, It is impossible to assign duties to a trustee

. Only temporary transfer of rights to drive individual objects, for example, vehicles, is allowed.

To continue the activities of the individual entrepreneur, the heir must renew all contracts and personally establish contacts with counterparties. At the same time, ensuring the continuity of the functioning of a business entity is particularly difficult.

1. When inheriting an individual entrepreneur, the following features arise: The receiver must be prepared for the fact that all debts will be transferred to him. At the same time, individual entrepreneurs, unlike companies, are liable to creditors with their personal property (exceptions: a single apartment, household and personal hygiene items, clothing, etc.).
2. If the inheritance is fixed assets, then the heirs, together with the notary, must establish the feasibility of conducting an inventory. It is determined by the involvement of all relatives in inheriting the business. Depending on this property can be obtained only after six months, when a certificate of inheritance is issued, or simply transferred to inheritance.
3. If the type of activity carried out by the testator is subject to licensing, then difficulties may arise with inheriting a special permit. If there are several heirs, it is not possible to divide the license between them. Therefore, the permit is subject to cancellation, and the heirs must undergo state registration and obtain a license in their name.
4. If the testator, during his lifetime, drew up a power of attorney for a person whom he considered his closest business partner, then this trusted citizen has a priority right to the inheritance of the individual entrepreneur. Such cases are not uncommon if both spouses run a business, but the individual entrepreneur is registered in the name of only one of them.

How to prevent unwanted situations and conflicts when inheriting a company?

In order to inherit a company as favorably as possible, this must be taken care of during the testator’s lifetime. You can avoid conflicts and uncertainties by following these recommendations:

• Draw up a detailed will and list all heirs and their shares in the estate.
• Obtain all the necessary title documents (for copyright objects, construction, redevelopment, etc.) and put them in order in accordance with the norms of current legislation.
• Legalize existing assets.
• Please note that the heirs will most likely not receive the property of the testator that is registered in the name of third parties. In this case, the law is powerless; all that remains is to rely on the integrity of the dummies.
• Familiarize the heirs with the specifics of the organization’s activities, inform about its assets, and introduce the heir to the co-owners of the legal entity.
• Choose a notary who will certify the will and monitor the safety of the property for 6 months before accepting it as an inheritance.

Video: Experts on the intricacies of business inheritance

Total

In general, inheritance of an organization occurs in the same order as another object from the hereditary mass. Features depend on the organizational and legal form of the business entity. Direct inheritance of the assets of an individual entrepreneur is impossible, since the concept of an individual entrepreneur is inextricably linked with a specific citizen.

In practice, the inheritance of enterprises causes a lot of controversy. According to statistics for 2019, they are most often caused by the impossibility of dividing voting rights between heirs, as well as the absence of heirs. If the heirs do not appear, then the share of the deceased in equal shares does not pass to the remaining owners.(as they would like), but is considered escheatable property and goes under the control of the state.

Inheriting an enterprise entails not only improving a person’s financial condition at the expense of the business, but also many risks. Many people, after their death, leave property to their descendants, which may include an organization. And in this case, you need to understand what problems may arise, as well as how to get around them. Each case has its own characteristics, but the most common risks can be noted. If you find out in advance all the specifics of inheriting property, then it will be much easier for a person to assume his rights.

About inheritance

Over the course of their lives, people accumulate property, which can be expressed in real estate, cars, personal businesses and other valuables. After death, these objects will pass to the heirs if the person has relatives or has appointed a successor. There are two ways to transfer property, and the most convenient option is to make a will. Because in this case, during his lifetime, a person will have the opportunity to decide which of his relatives or close people has the right to inherit valuables.

A will is a written order for the distribution of property to specific individuals. It comes into force immediately at the moment of death and not a minute earlier. That is why a person does not have to worry that this document will allow people to receive property during the life of the testator. In order for the order to be used, it is important to draw it up correctly and, highly desirable, to have it certified by a notary. Then there will be less chance that it will later be declared invalid.

It should be understood that when drawing up a will, it is not allowed to infringe on the rights of other people. It will not be possible to dispose of property if another person also owns it, and shares have not been distributed. Therefore, it is important to think through in advance all problems related to inheritance that may arise for descendants. Note that not only a relative, but also a person with whom there is no blood ties can be appointed as a legal successor. The main thing is that the testator clearly understands what he is doing when he draws up his will.

Important! If there is no order regarding the property, then the inheritance will take place legally. In this case, a queue and specific people who have the opportunity to declare their rights will be determined.

First of all, parents, children and spouse can receive the property. Then come brothers and sisters, as well as grandparents. If such people are absent or have abandoned their property, then uncles and aunts can turn to a lawyer.

Actually, there are 8 queues in total, consisting of relatives. But in any case, incapacitated people who are dependent on the testator can count on part of the property. All this will need to be taken into account when distributing the inheritance, and a qualified lawyer will help with this.

Possible problems when inheriting an organization

As already mentioned, a company can be inherited on a general basis after the death of the owner. It can cause a lot of difficulties, because it requires regular monitoring by the owner. Other owners, if any, can create problems. The risk even lies in the fact that the inherited business may have many contenders, and in this case conflicts are inevitable. Therefore, you need to be prepared for the fact that you will not be able to easily and quickly establish your rights and use the property for your own purposes.

Note that in the general case, during inheritance, rights and obligations are transferred, but personal non-property rights are excluded. When a will is created, certain funds can pass to the person. These include land, buildings, intellectual property, equipment, as well as shares and shares.

Regardless of which of the following a person receives, he should remember the following risks:

1. If there are other owners, you may encounter obstacles on their part. The fact is that the successor will not be able to influence the decision regarding the organization in any way for some time. Also, other founders may not disclose the real price of assets. Often, in this regard, it is necessary to contact the court to conduct an independent assessment. However, within six months, which are given to enter into an inheritance, other owners can withdraw most of the assets.
2. Some charter documents contain a clause stating that the new owner can be bought off by making a one-time payment. In this regard, other owners may prevent the heir from joining their ranks, and these actions will be legal.
3. The problem also arises when there was only one owner. Indeed, in this case, the company will be without a leader until the inheritance takes place. And this process will drag on for at least six months from the moment of the citizen’s death. During this period, it will not be possible to change the director or sign important documents. This, of course, will have a bad impact on the company’s activities and may even lead to the cessation of its activities.
4. Difficulties also arise when there are several heirs. After all, there are many conflicts regarding business on the part of people who have the right to it. And this makes the company vulnerable to external threats.

When inheriting a company, other problems related directly to the registration procedure are possible. Therefore, it will be useful to know the specific features related to this procedure. They will allow you to be prepared for the difficult process awaiting the new owner.

Peculiarities

Most often, an enterprise is inherited as a property complex. Moreover, it can belong to the state, a business company, a cooperative, a farm, or an individual entrepreneur. A person who has the right to claim rights to a given object must remember the specific features.

Considering the fact that the organization is, to some extent, real estate, it is imperative to register the fact of transfer of rights.

Considering the fact that the complex includes various objects, they can cause certain problems. Please note that intellectual property requires attention. Because it requires the execution of a copyright agreement for the transfer of rights and an act of acceptance and transfer. You should also pay attention to whether the name contains information about the owner, who was an individual enterprise. Because in this case, you must first go through the registration procedure with the state, and then you will be able to obtain the rights to the name.

When trademarks are inherited, it is imperative to register this fact with the Patent Office. And for this, a special application and a list of official papers are submitted, including a list of goods, the charter of the mark, a receipt for payment of duties, etc.

By the way, if there are two or more heirs, then one can take advantage of the preemptive right. However, in this case, the citizen must provide other legal successors with compensation, which is determined on an individual basis. This is a mandatory condition of the pre-emptive right, so it will have to be fulfilled.

Decor

The inheritance procedure begins according to the general procedure that is provided for any property. Therefore, the person entitled to the property will need to bring the application to a lawyer. You must also bring documents that are relevant to the case. Let us note that there is exactly six months from the moment of death of a citizen for his descendants to declare their rights.

If there is a will, then it must be provided. Then the hereditary property will pass to the person specified in the document. Otherwise, the order prescribed by law will be used. And in accordance with it, property will be distributed.

List of documents:

1. National passport of a person.
2. Certificate of absence of encumbrances, which may include a lien or arrest.
3. A paper on the market value of a company. An opinion from a qualified appraiser will be required.
4. Death certificate of the testator.
5. Document from the deceased's last place of residence.
6. Papers confirming the relationship between the deceased and the applicant. This could be a birth certificate, marriage certificate, etc.
7. Inventory act of the enterprise.
8. List of debts, if any. It is important that their size is indicated, as well as the deadlines for fulfilling obligations.

Separately, we note that if there is a debt, a person will have to pay it off. Because it is inherited along with the property. Therefore, getting a business is not always beneficial for descendants, especially if they are not ready to pay their debts.

It also happens that the deceased transferred only a share of the company. This is not prohibited if there are no reasons preventing it from being done. Please note that for the transfer it is necessary that this procedure is not prohibited by the charter of the LLC, and there is also consent from the remaining participants (if such is necessary).

Again, you will need to contact a notary to declare your rights. You will need to bring all the documents required for this procedure. The list depends on your specific situation, but it is similar to the one above. The only exception is the fact that a person will not be able to receive the whole company, but only part of it.

Separately, we note that if the consent of the participants is required, then they will have to be obtained in advance. It will be necessary to send notice in writing that the heir wants to become one of the participants in the limited liability company. After this, you need to wait for 30 days until consent is given from other people from the LLC. Please note that the charter may specify a different period. We also note that if the time given to respond runs out and a refusal is not received, then this can be considered as consent.

If a person is not allowed to become a participant, then the share will go to the society. But at the same time, the person who entered into the inheritance may demand compensation. Then you will need to evaluate the share to understand how much you are required to pay. Once compensation has been made, the inheritance procedure can be considered completed.