In practice, there are three main ways to structure the sale of a business when an LLC has only one participant: selling the ownership interest (share), changing ownership through an increase in charter capital, or selling assets (including the business as a going concern). Each option has its own legal mechanics, tax consequences, and risks.
Option 1. Notarized Share Purchase Agreement
Mechanics
The seller and buyer enter into a share purchase agreement. A notary certifies the transaction and submits the filing to the Federal Tax Service (FNS) for changes in the Unified State Register of Legal Entities (EGRUL).
Advantages
- Single transaction document
- Ownership transfers upon registration in EGRUL, ensuring legal certainty
Disadvantages
- High notary fees (percentage of transaction value)
- Requires notarized spousal consent from both parties, as shares are generally considered jointly acquired property unless a marital agreement provides otherwise
Key consideration
The company’s charter may prohibit transfer of shares to third parties. This must be checked before closing the deal.
Option 2. Ownership Change via Increase in Charter Capital
Mechanics
A new participant joins the LLC by contributing additional capital. The original sole participant exits, and their share is transferred to the company and then allocated to the new owner.
Advantages
- Lower notary costs
Disadvantages
- Longer procedure
- The contribution amount must be calculated based on net assets; mistakes may trigger tax risks
Risk factor
The charter may prohibit exit from the LLC — this must be reviewed in advance.
Option 3. Sale of Assets (Including a Business as a Property Complex)
Mechanics
The LLC remains with the seller, while only the business assets are transferred to the buyer. Selling a business as a unified property complex requires prior registration with Rosreestr.
Advantages
- One-step transfer of all assets: equipment, receivables, trademarks, etc.
Disadvantages
- Lengthy procedure (creditor notification, state registration)
- State duty based on cadastral value
- Asset sale is subject to VAT and corporate income tax (or simplified tax regime, if applicable)
Preparation Checklist for the Deal
- No outstanding debts to the state or creditors
- Updated company information in EGRUL
- Inventory of assets and liabilities
- Review of lease agreements, licenses, and IP rights
- Charter analysis for transfer restrictions
Tax Aspects (Changes from 2026)
Starting in 2026, eligibility for personal income tax exemption (PIT) on share sales requires simultaneous compliance with three conditions:
- Continuous ownership of the share for more than 5 years (any transfer to the company interrupts the holding period)
- Total annual income from share sale does not exceed 50 million rubles
- As of the last day of the month preceding the transaction, real estate does not exceed 50% of total asset value
If any condition is not met, the exemption does not apply, and the income is subject to PIT.
Asset sales remain subject to VAT and corporate income tax (or simplified tax system).
Conclusion
For microbusinesses with clean financials, a holding period of more than 5 years, and a deal size under 50 million rubles, Option 1 (direct notarized share sale) is usually optimal. Option 2 is suitable for cost-saving structures, while Option 3 is appropriate when the buyer does not want to acquire a legal entity with historical liabilities.
Pavel Belonozhkin
Senior Associate, Corporate Practice
TIM Consulting Group
Structuring the sale of an LLC share is only half the task. Errors in tax calculations, corporate procedures, or charter analysis can turn a deal into litigation and additional tax charges. TIM corporate lawyers support transactions end-to-end — from due diligence to EGRUL registration — helping preserve money, time, and reputation.