Legal entity - owner of residential premises (Myskin A.V.)

Buying an apartment from a legal entity

A representative of a legal entity who has the authority to conduct a transaction must provide the buyer with a complete package of documents identifying the legal entity itself and the powers of its executive body, as well as documents confirming the registration of ownership of the property.

Documents when purchasing an apartment from a legal entity

• Find out whether this legal entity exists at the time of the transaction
• Find out and document the powers of a representative of a legal entity - director, manager or other person acting by proxy

Your transaction will be considered void if:

• the legal entity has already been closed

• the representative or director who signed the agreement did not have the authority to do so, it expired or was suspended

• a legal entity has been declared bankrupt, you can find out > > >

Such situations occur quite often, especially in case of disagreements between the founders of this legal entity

• It is important to pay correctly. You cannot transfer money for an apartment into the hands of the director or a trustee. Only to the company's cash desk or to the company's current account! Confirmation of payment in your transaction is a cash receipt order with a cash register receipt or a payment order for the transfer of money with a company certificate of full payment, certified by the signature of the director and chief accountant.

Purchasing an apartment from a legal entity. How to remove risks?

• Request a copy of the Charter from the legal entity; it states the powers of the director or other executive body.

• Obtain information about the status of a legal entity and its executive body (director) from an extract from the Unified State Register of Legal Entities - Unified State Register of Legal Entities. Use the online service of the tax service - Official website of the tax service

• Study the powers of the director of the executive body to sell (alienate) the apartment

• Request a certificate about the size of the transaction, if the apartment costs more than 25% of the value of the company’s assets, find out from the Charter whether the Director has the right to sell such an expensive asset.

• Request a decision from the general meeting of founders on the sale of the apartment if this alienation is a major transaction. Check the list of participants from the extract from the Unified State Register of Legal Entities. Please note about registering changes to the Charter of a legal entity.

To participate in a transaction for the sale of real estate, a representative, other than the director who has the right to represent the interests of a legal entity without a power of attorney, must have:

• a valid Power of Attorney from a notary ,

• copies of statutory documents

• decision of the general meeting of participants (founders) or decision of the sole participant, if necessary

• and a fresh extract from the Unified State Register of Legal Entities.

It would be a good idea to visit the website of the Federal Bailiff Service to find out about open enforcement proceedings against a legal entity, since in this case there is a high probability of seizure of the apartment.

Very often this circumstance leads to a significant reduction in price.

Purchasing an apartment from a legal entity. Transaction procedure

• Signing the Sale and Purchase Agreement
• Signing the Transfer and Acceptance Certificate
• Submitting an application to Rosreestr for the transfer of rights from the Seller and registration of rights from the Buyer
• Payment of state duty.
• Payment of the price for the apartment and receipt of documents confirming payment.

The main thing: make sure of the authority of the representative of the legal entity, the legality of the sale and the absence of arrests and encumbrances

Registration procedure

Let us dwell in more detail on the procedure for registering transactions with a sales organization.

The first step for buyers should be to study all the documentation on the seller himself and the property offered for sale. You should request for review the organization's constituent documentation, an extract from the Unified State Register of Legal Entities, an extract for an apartment from the Unified State Register of Legal Entities, and other documents for housing.

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For a more competent assessment of the provided papers, it would be a good idea to involve a lawyer. If the studied materials do not raise any concerns, then you can move on to the next stage.

Next, it is important to correctly prepare all the papers. When signing, you should check with the person who appears from the seller that he has the appropriate authority. In addition to the contract, you should also draw up and sign an apartment acceptance certificate. After completing all the paperwork, you must register the transfer of rights under the transaction in Rosreestr. The buyer can then make final payment to the seller.

What documents are required

When concluding a transaction to purchase real estate with a legal entity, you will need the same package of documents as when collaborating with an individual. So, to purchase an apartment on the secondary market, the buyer will need to collect the following documents:

• buyer's passport and intermediary's passport;
• power of attorney for the intermediary;
• technical plan of the apartment and its cadastral passport;
• a document base;
• a document from the tax office confirming the absence of debts on the part of the seller;
• a document from the housing office containing information on the status of utility bills;
• extract from the house register;
• documents for cashless payments between the parties.

The only difference from registration of a purchase and sale by an individual and a legal entity is contained in the basis document. It states the basis on which the contract was concluded. In the case of cooperation with a developer, this can be several papers at once - a permit for construction and commissioning of the facility, as well as a document on the right of ownership of the land plot under the house.

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When purchasing an apartment from a company that is not a developer, the basis is an agreement on the transfer or assignment of rights or a power of attorney.

The nuances of registration in an apartment that has been privatized

As a result of privatization of an apartment, its owner becomes the person to whom the privatization documents were issued. Thus, the full owner can be one person or several. If one person privatized it because no one else lived in the apartment, then such a person will manage the property independently.

Being the owner of a home, an individual individually decides who to register and who to refuse registration. At the same time, applicants for registration can be both relatives and complete strangers.

The registration procedure is as follows: the owner of the apartment and the tenant jointly contact the migration service unit, where they fill out applications.

The owner declares that he gives his consent to the registration of a specific person in his home, and the tenant indicates his desire to register in the owner’s property.

After completing the temporary or permanent registration procedure, the employer acquires the following rights:

• use the housing on an equal basis with its owner. However, a written agreement may be entered into between the tenant and the owner, which will list the specific rights and responsibilities of the new tenant. If we talk about responsibilities, they consist in using housing for its intended purpose and ensuring measures for its safety;
• if the tenant is a relative or family member, then upon termination of the family relationship, such person loses the right to use the occupied housing. However, the marriage contract or other agreements may provide for other rights and obligations of such persons. In this case, the contract takes precedence.

If the dispute between the homeowner and the tenant goes into the judicial sphere, then the court's verdict is final.

As jurisprudence shows, courts practice granting a certain period of residence to former family members, which is sufficient to find another living space.

Important! If, when registering the rental of residential premises, a specific period was agreed upon until which the housing is provided for use by the tenant, then after the expiration of this period of time the apartment must be vacated.

Early vacancy of rented housing is possible only on the initiative of the tenant himself or with his consent, if the initiative comes from the owner. If no agreement is reached, the dispute proceeds to resolution in court.

However, if the owner decides to terminate the tenancy agreement early, he is obliged to notify the tenant in writing in advance of his decision.

He can agree with the owner’s proposal and voluntarily vacate the property or refuse - in this case, only the court can make a final decision.

Watch the video. Registration and registration for housing transactions:

Main risks and fraud schemes

There are risks when concluding almost any contract, but purchasing real estate from a legal entity is associated with a high percentage of risks and dangers. There are several scams in this regard.

The most common is the forgery of a power of attorney from a legal entity and the forgery of board of directors approval. If the director, without malicious intent, forged the signature or seal on the approval of the sale of the apartment in order to avoid holding a meeting of directors, the buyer may receive a subpoena after the transaction is concluded. This is possible if at least one of the participants in the shareholders’ council suddenly decides to challenge the apartment purchase and sale agreement. In such situations, the court always recognizes that the plaintiff is right, that is, the apartment returns to his ownership. However, if the person who concluded the deal with the buyer quits by this time, then the money will not be returned.

An equally rare situation is the forgery of a power of attorney. The contract is supposedly concluded with the developer, through an intermediary. After some time, the intermediary stops communicating and it turns out that he has nothing to do with the development company. In such a situation, it is almost impossible to get your money back.

Is it possible to register an LLC for the director’s apartment? Home address as legal address

When registering a limited liability company (LLC), you must provide the tax office with information about the legal address of the organization. The legal address of an LLC is the location of the executive body, that is, the director. The law provides for two options for a legal address where an LLC can be registered. This is a non-residential premises - an office, or the home address of the director, where he must be registered, or be the owner of the apartment.

Registration can be refused only in two cases. Firstly, many organizations are registered for this apartment and secondly, if the homeowners are against using the apartment as the legal address of an LLC.

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How to protect yourself from risks

To protect yourself from risks, you need to find out whether the person exists at the time of the transaction and check the accuracy of the documents provided by the company. A transaction will be declared void in three cases:

1. The company that sold the apartment turned out to be bankrupt.
2. The legal entity was liquidated at the time of signing the agreement.
3. The person the buyer was dealing with did not have the authority to sell the property at the time the purchase agreement was signed.

To protect yourself from unnecessary risks, when concluding a contract you should adhere to several rules:

• obtain a copy of the organization’s charter from the other party;
• become familiar with the powers of the director and other persons whose signatures are on the agreement;
• It is mandatory to request approval from the board of directors and a certificate of the size of the transaction. It is best to attend the shareholder meeting in person, but many companies do not allow this. In this case, you should carefully study the documentation and permitting grounds for the transaction;
• visit the website of the Federal Bailiffs and find out if legal proceedings have been opened against the selling company. The presence of legal proceedings can cause a strong decrease in the value of housing;
• Under no circumstances should you pay for a transaction hand-to-hand. You can deposit funds into the company's current account or pay for the transaction at the cash desk, where the buyer will be given a cash order with the seal and signature of the organization's accountant and director. This will be a sufficient basis confirming the fact of transfer of funds.

Compliance with the above rules will allow you to protect yourself and easily purchase good housing from a legal entity. To minimize risks, it is better to contact a trusted real estate agency and request a consultation with a contract specialist who will check the documentation.

What could the deception be?

Real estate transactions are inherently associated with some possible dangers. When conducting transactions for the purchase of real estate from a legal entity, they are most likely.

The main risks when carrying out this transaction:

• the risk of carrying out a real estate sale transaction using false documents;
• recognition of the nullity of the transaction and return of the property to the seller through the court;
• monetary manipulations and unnecessary financial costs;
• the director does not have the right to sell property;
• liquidation of the enterprise at the time of the sale procedure.

In order to confirm the fact of payment in court if the transaction is declared invalid, it is necessary to make the payment correctly: either through the company's cash desk with confirmation in the form of a cash order, or through the bank, with confirmation of the director and accountant of the fact of payment.

What documents need to be checked?

In order to successfully complete a transaction to purchase an apartment from a legal entity. persons and minimize risks, the buyer must check with the seller for the presence of a number of documents:

Extract from the Unified State Register of Real Estate.

Using this document, you can find out not only the address and area of ​​the property, but also view information about copyright holders, check for arrests and encumbrances on the property. Legal documents of a legal entity.

With their help, you can find out whether the person who will sign the transaction has the authority to sell real estate.

• Documents for approval of a transaction for the purchase and sale of an object (result of the meeting of founders).
• Documents for the apartment proving ownership (purchase and sale agreement).
• Certificate of ownership.
• Passport for the apartment from the cadastral chamber.
• All documents confirming the legality of purchasing the apartment from the previous owner.

Features of the home address when registering an LLC

You can often encounter a situation where the structure that carries out the registration requires the provision of title documents to the address at which the registration is carried out. Such a requirement is justified by Art. 12 of the Law on State Registration of Legal Entities and Individual Entrepreneurs. This article determines that the information available in documents for state registration must be reliable.

The risk of being denied registration of an organization by registration remains quite justified and real until legislators resolve the problems with discrepant interpretations of the regulatory framework. Tax authorities impose requirements regarding the presentation of notarized documentation, the provision of consent of each person who lives in the apartment, and not just its owners, etc., which are unlawful.

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Fraud schemes

In order not to fall for the tricks of scammers, you need to familiarize yourself with the basic schemes of deception in real estate transactions:

Indication in the purchase and sale agreement of the undervalued value of the property. As part of this scheme, the seller, a legal entity, sells an apartment, indicating in the contract an extremely low price. After the transaction, the seller initiates bankruptcy proceedings. In this case, all transactions carried out by the bankrupt over the last year are reviewed, and if the price in the contract is clearly underestimated, such transactions are declared invalid and subject to termination.

As a result, the buyer receives back only the amount that was specified in the contract, and the difference in unaccounted funds (those that were not registered and confirmed by payment documents) remains with the seller.

Is it possible to register in an apartment without the presence and consent of the owner?

Within three days (in practice it usually takes a week), temporary registration certificate permanent registration stamp

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The situation is somewhat different with an apartment where there are several co-owners. To register a new tenant, the consent of one of them is not enough - it will be necessary that none of the owners object . There is only one way around this - to become a co-owner of the share.

What you should pay attention to?

Each transaction is individual and has its own characteristics.

Features of real estate transactions:

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Most often, the legal entity selling apartments with a mortgage has entered into a partnership agreement with the bank, and if there is none, then the bank carefully checks the selling company through its own channels, so the risk of such a purchase is minimized.

Rights of those registered in a municipal apartment

Individuals registered in such real estate do not have the right to own housing. At the same time, they are granted a number of rights.

In particular, they have the right:

• live in such residential premises and use the range of utilities that are provided;
• rent out housing. However, this right is granted only to the responsible tenant.

Family members of the employer and his close relatives living together have the same rights and obligations as him.

In this case, family members include persons who are registered in the same living space under a social tenancy agreement.

These include:

• spouse;
• children, relatives and adopted;
• parents of the employer and his spouse;
• other relatives.

Attention! These persons are subject to registration on the basis of a social tenancy agreement. That is, they must be specified in the contract. If there is no information about such persons in the social tenancy agreement, then registration is impossible.

In case of divorce or termination of family ties for other reasons, all persons specified in the social tenancy agreement retain the right to reside in the specified municipal housing.

Buyer's risks when purchasing an apartment from a legal entity - minimizing risks

Purchasing real estate (apartment) from a legal entity most often involves some risks. The procedure for such a transaction is a rather complicated process, since it is necessary to request and verify a voluminous package of documents. Another important fact in such a process is compliance with all regulatory legal acts, since the purchase of valuable property from a legal entity in accordance with Article 46 of Federal Law-14 is considered a major transaction and requires compliance with the procedure regulated in this federal law.

Without knowledge of jurisprudence, it will be difficult for a mere mortal to understand all the nuances of purchasing an apartment from a legal entity.

Features of purchasing an apartment from a legal entity

What is special about such a deal?

As mentioned above, the purchase of real estate from a counterparty that has the status of a legal entity is complicated by a number of nuances that differ from the usual procedure between individuals. Thus, for companies with the form of government “JSC” or “LLC” (hereinafter referred to as the “Society”), the legislator has provided for an individual procedure for concluding purchase and sale transactions with the property of such legal entities.

In cases where the property is valuable (its value is equal to 25% of the total capital (assets) or higher), the transaction will be considered large. Also, the sale of an apartment can be equated to large transactions with valuable property (this decision must be enshrined in the organization’s Charter).

First of all, before making a major transaction to sell valuable property of the Company, the general director must obtain the approval of all shareholders for such a procedure . Such a decision must be made at a meeting of shareholders or at the board of directors, depending on the form of government.

Why is everything so difficult? It is necessary to understand that the general director is not a 100% holder of all shares of the Company, and accordingly he does not have the right to resolve such an issue alone. This is a kind of insurance so that the decision of one person does not lead the “Society” to bankruptcy.

Such consent must be sealed with the minutes of the meeting (meeting), where all the signatures of those who agree must appear, after which it is handed over to the counterparty-buyer.

The absence of a mutual decision may lead to the recognition of the transaction as invalid.

If the property is not a valuable asset for the Company, and therefore the transaction is not major, the buyer also needs to request confirmation of this.

Necessary documents for the transaction

To avoid fraudulent schemes on the part of an unscrupulous seller, you should first of all request the following package of documents:

• a document confirming the identity of the counterparty-seller (or confirming the identity of an authorized person acting on the basis of a power of attorney;
• a package of constituent documentation valid at the time of the transaction along with an extract from the Unified State Register of Legal Entities;
• a document confirming the consent of the remaining shareholders to the alienation procedure (minutes of the board of directors, shareholders, etc.);
• an entry from the Unified State Register of Real Estate (from January 2020, the Unified State Register of Real Estate and the State Tax Committee), which since 2016 has been a single document confirming ownership (if the property was purchased before 2020, the seller must provide a certificate of ownership);
• extract from the house register;
• confirmation of the absence of debt for housing and communal services;
• With a non-cash payment method, the seller must provide account details to which the buyer will transfer funds.

This package of documents is common to all real estate procedures . But it is worth remembering that each precedent has an individual character.

Buying an apartment through third parties

Most often, “Companies” selling real estate do not deal with this personally (especially if it is a large construction holding), but delegate the sales authority to trusted persons - company lawyers, real estate agencies, or representatives of their numerous branches.

It is worth paying in cash with a trusted person only if you make sure that the general power of attorney (which must be notarized) contains a corresponding clause indicating the powers entrusted to him for such a transaction.

There are also frequent cases when it is necessary to purchase an apartment from a legal entity that acquired it under an assignment agreement (assignment of the right of claim). In this situation, the assignment agreement must contain a clause containing a reference to the previous agreement, according to which the alienated property was transferred to the new (current) owner.

The assignment agreement must be notarized.

Purchasing an apartment with a mortgage

The most common and safest way to purchase an apartment from a legal entity is for this company to provide housing with a mortgage through credit organizations that are in partnership with the developer. In such situations, the risks and time costs of the buyer are minimized, since the banking institution itself checks the cleanliness of the property and the documents provided by the developer.

If the developer does not have partnerships with banks and cannot offer mortgage lending, then you should think about whether this is a legal transaction? And isn't the imaginary legal entity an ordinary fraudster?

You should not be afraid of development companies that have banks as partners who ask for a down payment.

Rights of a person registered in an apartment

The Housing Code of the Russian Federation includes the following:

• spouse;
• natural and adopted children;
• parents on the side of husband and wife.

The homeowner may include other relatives, dependents, and persons who are not related to him as members of his family. Such a decision must be documented, for example, in a permit for temporary or permanent registration.

As a general rule, all persons who are registered at their place of residence have the same rights to use housing as the owner. However, their rights can be detailed in a separate document concluded between these persons and the owner of the property.

Remember! Regardless of the scope of rights granted to persons living in the owner’s housing, they are obliged to take care of the property, comply with the rules of cohabitation, and keep the housing intact and safe.

If family relationships are terminated, for example, a marriage between spouses is dissolved, then the former family member registered in the apartment or house loses the right to use the housing. Therefore, the owner can independently expel such a person from his living space.

However, an agreement or other document may stipulate otherwise. In addition, when these issues are considered in court, former family members are often granted temporary rights to use housing.

If a person who is temporarily or permanently registered in the owner’s real estate is not related to him, then he can use the housing only under the conditions established by the owner of the apartment or house.

Possible risks when purchasing an apartment from a legal entity

There are many fraudulent schemes and tricks resorted to by unscrupulous legal entities and individuals who, using forged documents, present themselves as trustees of one or another offering the most comfortable housing on behalf of the selling company, it is very difficult to recognize. And getting the money back is impossible. It’s another matter if an employee of an existing company decided to unjustly enrich himself at the company’s expense by forging the following documents:

• a decision enshrined in the minutes of a meeting of shareholders (directors) by forging signatures (to avoid this, you can try to get permission to attend it);
• power of attorney, perhaps the “Company” did not authorize the intermediary to receive funds;
• by providing false information that the apartment is “clean” in all respects and no one is registered in it, by providing a registration from the Unified State Register of Real Estate at the last moment.

But even in this case, it is very difficult to get your money back after one of the founders (or several) filed a claim with the court to declare the alienation procedure invalid.

To avoid any risks when purchasing an apartment from a legal entity, it is necessary to carefully check and double-check all available documents for the property. And the best solution to this problem is to contact a lawyer specializing in this area of ​​law.

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What could actually be the risk of registering an owner’s apartment?

• lack of consent of the apartment owners;
• lack of title documentation;
• the absence of a lease agreement or the presence of any errors in it;
• registration periods and rental periods are different;
• lack of written consent from cohabitants, neighbors or co-owners;
• there is an intention to temporarily register a seriously ill person with a dangerous chronic disease;
• presence of a written refusal from the owner;
• request for registration in a border zone, in a military town or in a territory that is classified as environmentally unfavorable.

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The key disadvantage of having an additional registered person is the increase in utility bills. If meters are installed in the apartment, then in this case, additional occupancy of a person may result in increased actual consumption of resources, while when paying according to the number of registered people, an increase in utility bills will occur automatically after registration.

Differences between the purchase procedure by a legal entity and a transaction between individuals

The procedure for purchasing a real estate property by a legal entity does not differ significantly from the execution of a transaction between individuals. The only difference between them is taxation (as a percentage).

Let's give a simple example:

One of the co-founders of the LLC decided to purchase a residential property on behalf of this “Society”. In this case, the main requirement is the conclusion of a purchase and sale agreement between the company and the individual. Next, the “Company” needs to register its ownership rights in Rossreestr.

Let us assume that this shareholder subsequently decided to transfer this object to an individual (himself). This is not prohibited by law. To do this, you also need to conclude a contractual agreement on the sale of property, but with the attachment of additional documents relating to the purchase of an apartment from a legal entity (consent of the second co-founder, etc.). Such an “exchange” can be completed in one day through a multifunctional center or directly at Rossreestr.

The only thing that “Society” needs to take into account is the transparency of the transaction, so that there are no problems with the tax inspectorate later. It is better to consult with an experienced specialist to choose the best option for both parties, with the minimum tax rate.

In any case, no matter who you are as a seller or buyer, a legal entity or an individual, real estate transactions are always associated with great risks. In most situations, it is not possible to independently understand all aspects of contractual relations, legal terms and the regulatory framework. To protect yourself, seek expert help. Be carefull.