Business after the death of an entrepreneur

Who will get the business without a will: heirs at law

Inheritance occurs by law, will and inheritance contract.

If a person has not chosen an heir during his lifetime, the law will do it for him.

Heirs are relatives who stand in line for inheritance according to their degree of relationship. There are no common-law husbands and wives among the relatives. This means that without a will they are not entitled to anything.

There are eight queues in total. Each next line is suitable only when there is not a single person from the previous one.

The first priority is the spouse, children and parents. It is important that children include a conceived but not yet born child. They are waiting for his appearance to divide the inheritance.
The second line is siblings with two or one common parent, grandparents.
Third line - uncles and aunts.
The next lines are more distant relatives.

The state will receive the inheritance of a single person.

Heirs of the same line receive the inheritance equally. But first, the so-called spousal share is allocated and given to the spouse. This is half of the inheritance that appeared during the marriage.

Heirs may be unworthy - they will receive nothing. These include:

Relatives who, with threats or beatings, forced a person to write a will if the case went to court.
Deprived of parental rights.
Child support defaulters and children who did not care for their parents in old age.

Primary heirs

It is important to understand that heirs are divided into eight queues. In most cases, the division of property occurs between the heirs of the first stage. These include:

spouses;
children (legally adopted as well);
parents.

Of course, the division of property after the death of a spouse or a spouse has its own characteristics. Due to the fact that living together in a legal marriage already gives the second spouse the right to half of all property acquired during the years of married life, the remainder will have to be divided among other applicants.

In practice, if the family lived together until the last day, the division of property after the death of the wife, for example, will be carried out as follows. First, her husband will receive half of the property, and the other remaining part will be divided among other heirs. There may be particularities in cases where the spouses did not live together at the time of the death of one of them.

For example, the division of property left after the death of a husband living separately can be formalized in this way. His ex-wife gets half of all the property that they acquired during the years of their life together until the moment of separation. Everything else is divided among other relatives.

What will happen to individual entrepreneurs and LLCs after the death of an entrepreneur?

A business is a person’s property, which after death passes to the heirs in the same way as an apartment and a car. What the heirs get depends on the form of the business - individual entrepreneur or LLC.

Let's imagine that a person had a store. The premises are rented, there is goods for sale, money is in the account, sellers are hired and a trademark is registered. The heirs are his wife and three sons.

If a person ran a business as an individual entrepreneur

Individual entrepreneur status ends with the death of a person.

The tax office writes the entrepreneur out of the register. Heirs do not receive IP status as an inheritance. Legally, the business is closed. Only assets are inherited. If the wife and children want to continue the business, they need to open their own individual entrepreneur or LLC.

The lease agreement will terminate under Art. 418 of the Civil Code of the Russian Federation. To continue trading, you need to enter into a new agreement with the lessor.

The goods and money in the account will go to the heirs in equal shares.

The employment contract with sellers will be terminated under clause b of Art. 83 Labor Code of the Russian Federation. The heirs who took the goods and money must pay off the wage debt. Otherwise, the court will be forced to do this as in case No. 33-2497/2017. Heirs can rehire workers in their individual entrepreneur or LLC.

The trademark is inherited. Within a year, the heir can sell it or register it as his own individual entrepreneur. After this, legal protection for the trademark ceases. This is stated in paragraph 85 of the Resolution of the Plenum of the Armed Forces of the Russian Federation dated May 29, 2012 No. 9.

If the person was a member of the LLC

After the death of a member, the LLC continues to operate. The lease agreement is valid, the goods remain on the balance sheet, and the money is in the account, the sellers are working, the trademark is in force.

Heirs have no rights to LLC assets. The share of the deceased passes to the heirs. This means they are now running the LLC and making a profit.

It makes a difference whether there was a business partner.

When a person worked with a partner, the procedure for entering an LLC should be looked at in the charter. It may turn out that the heirs enter the business with his consent.

If a partner does not want to work together, he buys the share from the heirs at the market price. The heirs will not receive the business itself. If he wants, he gives his consent and the heirs are registered as participants in the LLC.

For example, a participant with a share of 51% of the authorized capital died.

I bought the share while married. Now his heirs are his wife and three sons. The partner agreed to take all four of them into the business.

The share will be divided like this. First, the wife will receive the marital half - 25.5%. The remaining 25.5% will be divided equally between the sons and the wife, 6.375%. The sons will receive 6.375%, and the wife 31.875% (25.5% + 6.375%).

If a person owned an LLC alone, his 100% share will pass to the heirs. The arithmetic of the shares will be as in the previous example. The heirs will register with the tax office and continue trading in the store without any problems.

The main stages of registering the acceptance of an inheritance

The Russian Civil Code (Article 1153) stipulates two methods for accepting an inheritance - in fact and with the help of notarization. In both cases, the parents will first have to register the right of inheritance to own property after the death of their son. You can arrange an inheritance after the death of your son/daughter by taking some steps.

Article 1153 of the Civil Code of the Russian Federation “Methods of accepting inheritance”

Where to contact

At stage 1, you will need to accept the property left after the death of the testator, and in its entirety.
You cannot receive only part or refuse it, including debts. The actual method of inheritance is used in certain cases:

inheritance, for example, an apartment, is used after the death of a son/daughter and is adequately supported by parents or other successors;
the property is safe and secure, ensured by the heirs;
the son/daughter died, and the father/mother (recipients of the inheritance) assumed the share of the inheritance and all obligations, including debts.

When contacting a notary, you must meet the necessary deadlines for entering into your inheritance rights. The period required for their adoption is 6 months from the day the testator died. In order for parents to enter into rights to the inheritance of their deceased daughter/son, they need to make actual acceptance within the specified time frame or draw up an application on a special form. Moreover, this can be done either in person, by coming to the office, or delivered with a proxy or sent by mail (documents - an application and a power of attorney for the proxy to act - must be notarized).

According to Art. 1115 of the Civil Code, an inheritance case is opened in a notary office located closer to the place of last registration of the deceased or the largest property (for example, residential premises). Inheritance cases can be distributed among notaries, in accordance with the letter with which the surname of the deceased begins.

To find this office and notary, you can go to the region’s website and look at the list with all contacts. A phone call will help clarify where and who exactly is involved in the inheritance matter.

Required package of documents

Having moved to the second stage, in order to receive an inheritance after the death of their son/daughter, parents first of all need to obtain a certificate confirming the fact of the death of the testator. And also collect the following documents:

extract from the house register (last registration);
a copy of the DM from the Criminal Code;
a certificate of family composition and all persons registered in the living space of the deceased owner;

Family composition certificate form
a copy of the will;
papers with proof of relationship between the successors and the testator;
applicant's passport;
information about the presence of other applicants for the inheritance;
plan and explication of housing from the BTI and Rosreestr;
documents on the testator's property: extract from the Unified State Register or certificate;
other documents of title for ownership of property (court decision, contract, etc.);

an examination assessing the value of inherited property.

The required package of documents also includes an application filled out in person at a notary's office by the parent who enters into the inheritance after the death of their son/daughter.

State duty upon entering into inheritance

The duty is paid in accordance with the Russian Tax Code (clause 22, article 333.24), since the mother/father’s share in the inheritance after the death of the daughter/son is acquired profit. The amount of the duty established by the state depends on the degree of relationship with the deceased and the size of the inherited property received or its share:

1st and 2nd priority (parents, children, spouses, brothers/sisters) - 0.3% of the inheritance valuation amount (not more than 100 thousand rubles);
the rest - 0.6% of the assessed amount (no more than 1 million rubles).

The law provides for tax benefits. Persons who are heirs are exempt from it:

living space and at the same time lived on it together with the deceased;
property of citizens who died in the performance of public duty;
property of victims of political repression;
cash on bank deposits, from pension payments and rewards for intellectual abilities;
insurance payments resulting from death and industrial accidents.

Those who do not pay the state fee include children under 18 years of age and incompetent persons. Disabled people of groups I and II can apply for a discount of 50% of the fee.

Article 333.24 of the Tax Code of the Russian Federation “Amount of state duty for performing notarial acts”

Deadline for inheritance

At the last 4th stage, the notary examines the inheritance case within the six months approved by law.
When it is closed, all successors established by the fact of inheritance are issued a certificate. It confirms the right to accept an inheritance. This document is the basis for re-registering the received property in your name. The six-month period can be extended upon the opening of an inheritance for new persons who have received this right due to:

refusal of one of the heirs (the period of entry into legal ownership is 6 months from the date of refusal);
non-acceptance of inheritance by other persons (additional 3 months as soon as six months have passed from the date of death of the owner of this property).

If the deadline for acquiring legal ownership of the property has been missed, and no one has refused it and there has been no failure to accept the inheritance, you can negotiate with the heir so that he agrees to be included in the list of successors.

In the event that the opening of the inheritance did not take place due to the fact that no one showed up or the only successor was late on the date of entry, the property, as escheated, goes into the state fund or into the ownership of municipalities. In this case, the issue will have to be resolved in court. To do this, a claim is filed, but there must be a good reason for the delay (ignorance, serious illness, illiteracy, etc.). The defendants are those who are currently the heir.

What will happen to loans and debts

The entrepreneur's loans and receivables pass to the heirs. But only within the value of the inheritance received. The total cost is considered - both business and apartments with cars.

For example, if a person received goods from the deceased’s store worth 1,000,000 rubles and a loan debt of 2,000,000 rubles, then only a million needs to be given back.

In real life, this means that heirs will have to pay banks, suppliers and landlords. In this case, the heirs are not obliged to repay the loan ahead of schedule. There is a payment schedule and they pay according to it. This rule is from paragraph 59 of the Resolution of the Plenum of the Armed Forces of the Russian Federation dated May 29, 2012 No. 9.

The only way to avoid debt is to refuse the inheritance. You cannot take the apartment, but you cannot give up the share of the LLC, only the entire inheritance. The refusal is issued by a notary.

Is it necessary to inherit?

The law does not oblige legal successors to enter into inheritance, because this procedure is carried out in their own interests. What happens to inherited property if the heirs of the first priority do not receive it:

It passes to the heirs of the second stage. If they did not accept it, then the third-degree successors can use the right.
If no one accepts the inheritance, the property is considered escheated, and the right to it passes to the state or municipality. It is possible to obtain ownership of it only through the court and provided that the deadlines were missed by the successor for reasons beyond his control.

Important! If one of the primary heirs did not have time to accept the inheritance and it was received by a second-rank successor, this can be challenged in court. You will need evidence confirming a valid reason for missing a deadline: a certificate of illness, a referral for sanatorium treatment, a travel certificate, etc. - it all depends on the circumstances for which you were unable to visit the notary on time.

Danger: the business will be fragmented among heirs

If there are several heirs, the business will fall into pieces. So-called common shared property will arise between relatives.

The heirs can redistribute the inheritance as they wish. For example, give the business to someone who understands. To do this, an agreement is drawn up. If one takes the business, he gives something else from the inheritance or pays compensation.

It is not at all a fact that the heirs will agree. The business may remain in a few hands. And here two problems often arise. The first is that the heirs do not know how to conduct business. Secondly, the heirs will argue about how to run the business. The result is the same - the business will die.

How to transfer a business to a chosen person

A will and inheritance agreement cancel inheritance by law. A person's property is received not by relatives, but by the chosen heir.

Will

It is convenient to appoint an heir to whom the entrepreneur is ready to leave his business. It is not necessary to inform him or his relatives about the choice. You don't need anyone's permission either. After the death of the heir, a notary will find him and call him to formalize the inheritance.

If the business is in the form of an LLC, a share is bequeathed. The individual entrepreneur bequeaths assets, but not status.

You can appoint anyone as an heir: a son, a common-law wife, a business partner or a charitable foundation. (A cat, if anything, is not allowed). You can choose several heirs at once and bequeath something to each. For example, a son has a share in an LLC, and his wife has an apartment.

The principle of “I will bequeath to whomever I want” is limited by the rule of compulsory share. Minor children and retired parents receive an inheritance, even when there is no word about them in the will. Their share is half of what would have been due without a will.

To ensure that the obligatory share is not cut off from the business, other property must be left to the family.

The will is drawn up by a notary. But when a person is dying in a hospital, you can call the head physician - he will certify the will and hand it over to a notary. Who else replaces the notary is written in Art. 1127, 1129 Civil Code of the Russian Federation.

In general, a will is the free choice of an heir. And it has other useful options: