The charter sets out in detail all the rules by which the LLC operates, so it can be called the basic law of the company. Article 12 of the Law "On LLC" provides a list that must be contained in the charter, such as the name and location of the company, the size of the Criminal Code, the rights and obligations of participants. In addition to such mandatory information, the charter may contain other provisions that are made at the discretion of the participants.
All changes made to the charter after the creation of the organization must be reported to the registering IFTS. Responsibility for failure to provide this information is provided for in Article 14.25 of the Code of Administrative Offenses of the Russian Federation, a fine for violation can range from five to ten thousand rubles.
What changes can be made to the bylaws?
All changes to the charter of an LLC can be divided into two groups: changes that are reflected in the Unified State Register of Legal Entities, and changes to certain provisions of the charter that do not fall into the state register.
The first group of amendments to the charter includes:
- Company name change
- Change of legal address of the company
- or authorized capital
- Adding OKVED codes if they do not correspond to the types of activities specified in the charter
The second group includes the following changes to the charter:
- Bringing the charter in line with law No. 312 of 12/30/2008. This requirement applies to LLCs that were established before July 1, 2009 and have not yet re-registered their articles of association. The charters of such organizations are valid only in the part that does not contradict the law, so sooner or later it must be changed. In addition, without bringing the charter in line with Law No. 312, the INFS will not register any other changes to the charter.
- The provisions of the charter, which the law "On LLC" leaves to the discretion of the participants, in particular: the number of votes required to make a decision on a particular issue; the period for which the LLC is created; the possibility of increasing the authorized capital at the expense of third parties; limiting the maximum share of a participant; withdrawal of a participant from the LLC, and other issues.
- Bringing the charter of the LLC in line with the September 2014 amendments to the Civil Code of the Russian Federation. The provisions on the rights and obligations of LLC participants will be valid regardless of whether they are included in the charter, so you can add them at will. However, there is one important requirement law, which should be changed in the charter. This is the requirement of Article 67.1 of the Civil Code of the Russian Federation to notarize decisions general meeting members of the society, which will act by default. If you do not want to invite a notary to the general meeting every time, then you need to fix in the charter another way to certify the decision of the participants: signing the protocol by all or part of the participants, or audio or video recording of the meeting.
Registration of amendments to the charter
A change in the charter of an LLC must be registered with the tax office. To do this, you must submit the following package of documents to the INFS:
- notarized application Р13001;
- or change to it (two copies);
- minutes of the general meeting or decision sole member on amendments to the articles of association;
- receipt for payment of state duty.
This exhaustive list of documents required for registration of amendments to the charter is given in Article 17 of Law No. 129 "On State Registration". However, in the event that the legal address changes, the Federal Tax Service Inspectorate may also request documents for the right to use the premises at the new address to confirm the accuracy of the information: (copy of the certificate of ownership, lease agreement, letter of guarantee).
The director or another person by proxy can personally submit documents to the tax office. It is also allowed to send documents by registered mail with a list of attachments or via the Internet, if the documents are signed with an EDS.
Five working days are allotted for registration of amendments to the charter, unless the tax inspectors have doubts about the reliability of the declared information. Since 2016, the INFS has been able to verify the submitted documents, request explanations, and inspect real estate. If the tax authorities still have questions, the director must give convincing explanations, otherwise an entry will be made in the Unified State Register of Legal Entities about the unreliability of information about the LLC.
In most cases, changes to the charter are registered in the regular mode, therefore, in five working days, the director or authorized representative will receive one copy of the new charter marked by the tax inspectorate and the Unified State Register of Legal Entities. The tax authorities independently notify the funds (PFR, FSS, MHIF) about the change in the charter. But to report this fact to the bank where the current account of the LLC is opened, and the organization itself must inform the counterparties.
After the tax inspectorate has registered a change in the charter, the new information must be reflected in the Unified State Register of Legal Entities. It is advisable to check the correctness of the changes yourself, which can be done on our website. If after a week or two the information in the extract has not changed, you need to contact the IFTS where you submitted the documents for clarification. A discrepancy between the new information in the charter and in the extract from the Unified State Register of Legal Entities can lead to problems with counterparties, banks, reporting, so it is in your own interests to make sure that the amendments to the charter are registered correctly.
Commentary on Article 17 of the Federal Law of August 8, 2011 No. 129-FZ “On state registration legal entities and individual entrepreneurs": Documents submitted for state registration of changes made to constituent documents legal entity, and making changes to the information about the legal entity contained in the Unified State Register of Legal Entities
1. The commented article defines the lists of documents that must be submitted to the registration authority in the following cases:
- for the state legal entity;
- to make changes to the information about legal entities contained in the Unified State Register of Legal Entities.
Here I would like to draw attention to paragraph 5 of Art. 5 of the commented Law. We remind you that the legal entity is obliged within three days to report about changing all the information listed in paragraph 1 of Art. 5 (i.e., about the information contained in accordance with the commented Law in the Unified State Register of Legal Entities), with the exception of information that, in accordance with paragraph 4 of Art. 5 of the commented Law are submitted to the registering body by other bodies. At the same time, in some cases it is required to make changes to the constituent documents of the legal entity (for example, when changing the location, name of the organization, the size of the authorized capital, other provisions of the charter), while in others it is enough only to make changes to the Unified State Register of Legal Entities (for example, when changing information about the head of the organization , about the composition of participants, etc.). It is also important to know that from July 1, 2011, in accordance with the Federal Law of July 1, 2011 N 169-FZ, organizations no longer need to make changes to the Unified State Register of Legal Entities themselves if the managers, founders (participants) have changed passport data or residence address. These changes must now be made by the registration authority independently on the basis of information provided to the tax authorities by the Federal Migration Service. However, at the moment, the mechanism for introducing the corresponding ones has not yet been approved. Therefore, the registration authorities recommend that organizations independently submit documents for entering the specified information into the state register. But the three-day deadline is not required.
In paragraph 1 of the commented article, the legislator establishes a list of documents that are submitted to the registration authority for state registration of changes made to the constituent documents of a legal entity. Let's analyze this list.
Application for state registration of documents included in the constituent documents of a legal entity.
The application is filled out in accordance with the form P13001, approved by Decree of the Government of the Russian Federation of June 19, 2002 N 439. From the applications of the application, only those in which the information has been changed are selected and filled out. For example, if the name of the organization changes, then a check mark is placed in section 2.1 of the application and Appendix "A" is filled out. When filling out the application, one should be guided by the recommendations contained in the Order of the Federal Tax Service dated November 1, 2004 N SAE-3-09 / [email protected]"On methodological explanations for filling out the forms of documents used in the state registration of a legal entity and individual entrepreneur". Non-profit organizations, the decision on state registration of which is made by the Ministry of Justice of the Russian Federation, the application is filled out in accordance with the form РН0003, approved by Decree to the Governments of the Russian Federation of April 15, 2006 N 212 "On measures to implement certain provisions of the Federal laws governing the activities non-profit organizations". When filling out the documents, you can be guided by the recommendations contained in the Order of the Federal Registration Service of May 21, 2007 N 89 "On approval methodological recommendations on filling out the forms of documents submitted to the Federal Registration Service and its territorial bodies for the state registration of non-profit organizations. 2 copies of the application are submitted to the Ministry of Justice: the original and a copy.
The decision to amend the constituent documents of a legal entity.
It should be borne in mind that the decision to amend the constituent documents of a legal entity must be taken by the authorized body and in the manner prescribed by the relevant federal law. Otherwise, such decision will be invalid. For example, by virtue of Part 4 of Art. 12 of the Federal Law "On LLC" changes in the constituent documents of the company are made by decision of the general meeting of participants in the company.
Below are exemplary samples decisions on amendments to constituent documents.
N___
"________________"
on approval of the results of making additional contributions
members of the company and on inclusion in the constituent documents
society changes associated with an increase in size
the authorized capital of the company and an increase in the nominal
the value of the shares of the company's participants
G. ______________
"___" ________ 20___
Meeting time: _____
Society members attended:
______________________
Quorum: 100%
Agenda:
1. On the election of the chairman of the meeting, the secretary of the meeting.
2. On approval of the results of making additional contributions by the company's participants.
3. On making changes to the company's constituent documents related to an increase in the size of the company's authorized capital and an increase in the nominal value of the shares of the company's participants.
On the second question: ________________ (full name) said that due to the production need "__" ______ 20__, the company decided to increase the authorized capital at the expense of additional contributions from its participants in accordance with Art. 19 of the Federal Law "On LLC" and the charter of the company on total amount ______________________ rubles. In addition, each of the participants had to make a contribution in the amount of _________________________ rubles.
It was also decided that contributions must be made in cash to the cash desk of the company within ____ days, i.e. to "___" ______ 20__
The contributions were made by the participants on time and in full according to credit orders from "___" ______ 20__ to the cash desk of the company. Thus, the authorized capital of the company has been increased by __________________ rubles and currently amounts to ___________________ rubles. At the same time, the nominal value of the shares of each of the participants increased proportionally:
a) ________________ (full name) - a share of ____% of the authorized capital of the company, with a nominal value of _________________ rubles;
b) ________________ (full name) - a share of ____% of the authorized capital of the company, with a nominal value of _________________ rubles;
c) ________________ (full name) - a share of ____% of the authorized capital of the company, with a nominal value of _________________ rubles.
Total: 100% - _______________________ rubles.
Decided: To approve the increase in the authorized capital of the company by _________________________ rubles. The authorized capital of the company is currently __________________ rubles. In this case, the nominal value of the shares of each of the participants is:
1) ________________ (full name) - a share of ____% of the authorized capital of the company, with a nominal value of _________________ rubles;
2) ________________ (full name) - a share of ____% of the authorized capital of the company, with a nominal value of _________________ rubles;
3) ________________ (full name) - a share of ____% of the authorized capital of the company, with a nominal value of _________________ rubles.
Total: 100% - _______________________ rubles
Voted: "for" - unanimously.
On the third question: __________________ (full name) reported on the need to make changes to the company's constituent documents related to an increase in the size of the company's authorized capital and an increase in the nominal value of the shares of the company's participants.
Decided: In connection with the changes related to the increase in the size of the authorized capital of the company and the increase in the nominal value of the shares of the company's participants, to amend the constituent documents of the company and register them in the prescribed manner.
Voted: "for" - unanimously.
Chairman of meeting: ___________________ /__________________/
Secretary: ___________________ /___________________/
Decision N___
sole shareholder of a closed joint stock company
"____________________"
G. ______________
"___" ________ 20___
Decision time: ____
I, _____________________ (full name), the sole shareholder of Closed Joint-Stock Company "____________________", owning ____ shares of Closed Joint-Stock Company "____________________", with a nominal value of ____________ rubles, for a total amount of ____________________________ rubles, which is 100% of the shares of the company.
I decided:
1. In connection with the receipt of the Order of the FFMS of Russia (N ________ dated "__" ______ 20__) on the elimination of violations of the law Russian Federation bring the Charter of Closed Joint Stock Company "_______________" in line with _______________ and other provisions of the Federal Law "On JSC".
2. Approve the List of amendments to the Charter of the closed joint stock company "______________".
3. Register changes to the Charter of Closed Joint Stock Company "________________" in the manner prescribed by law.
Sole Shareholder of Closed Joint Stock Company "_______________" __________/________________/
Changes made to the constituent documents of a legal entity or constituent documents of a legal entity in new edition.
By signing the application, the applicant confirms that the submitted constituent documents comply with the requirements established by the legislation of the Russian Federation for the constituent documents of the legal entity of this organizational- legal form. Therefore, when preparing the constituent documents of an organization in a new edition or amendments to the constituent documents, one must be guided by the laws governing the activities of the relevant legal entity (see commentary to Article 12 of the Law). Changes made to the constituent documents of a legal entity or constituent documents in a new edition can be submitted to the registration authority in the following ways:
- directly on paper - in two copies;
- by mail on paper - in two copies;
- in the form of electronic documents through the website of the Federal Tax Service of the Russian Federation or the Unified Portal of State and Municipal Services - in one copy.
When submitting documents on paper, one copy, together with a certificate of state registration, is returned to the applicant after state registration in accordance with Art. 18 of the commented Law. In the event that the documents were sent to the registering authority in the form of electronic documents, then after state registration, the registering authority at the address Email indicated by the applicant, along with the certificate, sends the documents submitted by the applicant to electronic form, signed electronic signature registering authority. If the applicant needs to have registered paper documents in hand, he can indicate this in the application when sending documents to the registration authority (see also comments to articles 9, 12 of the commented Law).
From the content of sub. "in" paragraph 1 of the commented article, it is clear that the changes made to the constituent documents of a legal entity can be presented in the following form:
- in the form of a list of amendments to the constituent documents;
- in the form of constituent documents in a new edition.
The corresponding checkbox is placed in section 3 of the application in form Р13001 or in section 7 of the application in form РН0003. Here I would also like to draw attention to the fact that non-profit organizations submit these documents to the Ministry of Justice of the Russian Federation in three copies(See also Articles 10, 12 of the Law and comments thereto).
Below is an exemplary sample of the List of amendments to the constituent documents of a legal entity.
Approved:
decision of the sole shareholder
Closed Joint Stock Company "___________" N ____
from "___" ______ 20__
Change sheet N __
To the charter
Closed Joint Stock Company "_______________"
OGRN __________________, TIN ____________________
Section ____ of the company's charter shall be supplemented with paragraph ____ of the following content:
"_________________________".
Paragraph ____ of the company's charter (section ____) shall be amended as follows:
"_________________________".
Paragraph __ of clause ____ of the charter of the company (section ___) shall be amended as follows:
"_________________________".
State duty payment document.
By virtue of paragraph 3 of part 1 of Art. 333.33 of the Tax Code of the Russian Federation for state registration of changes made to the constituent documents of a legal entity, a state fee of 800 rubles is paid.
2. In paragraph 2 of the commented article, the legislator determines the list of documents necessary for making changes to the Unified State Register of Legal Entities regarding information about legal entities, but not related to amendments to the constituent documents of legal entities. The application is filled out in accordance with the form P14001, approved by Decree of the Government of the Russian Federation of June 19, 2002 N 439. The specified application form is filled out in the following cases:
- when changing information about the legal entity that is not related to making changes to the constituent documents;
- in the event of a decision to cancel an earlier decision to liquidate a legal entity;
- when changing information about the legal entity in case of errors made by the applicant in previously submitted documents for state registration.
Thus, from the applications of the application, only those in which the information changes are selected and filled in.
Example. If the head of the organization was re-elected, then a check mark is placed in section 2.1 of the application and Appendix "B" is filled out.
If the applicant previously submitted documents for state registration containing an error in the head's passport data, then a checkmark is placed in section 2.3 and Appendix "B" is filled out.
When filling out the application, one should be guided by the recommendations contained in the Order of the Federal Tax Service dated November 1, 2004 N SAE-3-09 / [email protected]"On methodological clarifications on filling in the forms of documents used in the state registration of a legal entity and an individual entrepreneur."
Non-profit organizations, the decision on the state registration of which is made by the Ministry of Justice of the Russian Federation, the application is filled in according to the form РН0004, approved by the Decree of the Government of the Russian Federation of April 15, 2006 N 212 "On measures to implement certain provisions of the Federal laws regulating the activities of non-profit organizations". When filling out the documents, you can be guided by the recommendations contained in the Order of Rosregistration dated May 21, 2007 N 89 "On approval of the Methodological recommendations for filling out forms of documents submitted to the Federal Registration Service and its territorial bodies for state registration of non-profit organizations." 2 copies of the application are submitted to the Ministry of Justice: the original and a copy.
The applicant's signatures on the application are certified by a notary (see commentary to Article 9 of the Law).
When making changes to information about legal entities that are not related to making changes to constituent documents, the Law does not directly require the submission of any other documents to the registration authority, except for the application. But since, by signing the application, the applicant confirms that the changes being made comply with the requirements established by the legislation of the Russian Federation, and the information contained in the application is reliable, then some tax inspectorates and the Ministry of Justice of the Russian Federation, it is recommended to submit with the application also the decision of the authorized body of the organization, confirming the reliability of these changes.
Below are exemplary examples of decisions on the approval of changes that, in accordance with paragraph 2 of the commented article, must be made to the Unified State Register of Legal Entities.
An approximate sample of a decision on the withdrawal of a participant from the company and the acquisition of the share of the withdrawn participant by the company (in this case, appendices C, D, L of the application in the form P14001 are filled in).
Minutes of the Extraordinary General Meeting of Participants
limited liability companies
G. ______________
"___" ________ 20___
Participants attended:
_____________________
Total: __ member - all members of the society.
Quorum: 100%
Agenda:
2. On the withdrawal of a participant from the company and the acquisition by the company of the share of the withdrawn participant.
On the first question: ___________________ (full name) proposed to elect ___________________ (full name) as the chairman of the meeting, ___________________ (full name) as the secretary of the meeting.
Decided: to elect the chairman of the meeting ___________________ (full name), the secretary of the meeting ___________________ (full name).
Voted: "for" - unanimously.
On the second question: ___________________ (full name) said that "__" _______, a member of the company, ___________________ (full name), owning a share in the authorized capital of the company in the amount of ____%, declared his desire to withdraw from the company by alienating its share to the company in accordance with the charter of the company and Art. 26 FZ "On LLC".
Resolved: a member of the company, ___________________ (full name), withdraws from the company by alienating his share to the company on the basis of an application sent to the company "___" ________, as a result of which his share in the amount of ____% of the authorized capital of the company, with a nominal value _______________________ of the ruble goes to the society. ___________________ (full name) loses all rights of a member of the company from "___" ________.
The company guarantees the payment of ___________________ (full name) the value of its share in connection with the withdrawal from the company in accordance with the Federal Law "On LLC" and the charter of the company.
In connection with the withdrawal of a participant from the company and the acquisition of a share of a participant by the company, it is necessary to report these changes to the registering authority in the manner prescribed by law.
Voted: "for" - unanimously.
Member withdrawing from the company: _____________ /______________/
An approximate sample of a decision on the distribution of a share owned by a company between participants (in this case, appendices C, D, L of an application in the form P14001 are filled in).
Minutes of the Extraordinary General Meeting of Participants
limited liability companies
"________________________" N __
G. ______________
"___" ________ 20___
Time of the meeting:_____________
Participants attended:
_____________________
Quorum: 100%
The meeting is authorized to make decisions on the issues of the announced agenda.
Agenda:
1. Election of the chairman and secretary of the meeting.
2. Distribution of the share owned by the company among the participants.
3. Extension of powers CEO society.
1. On the first issue of the agenda, ___________________ (full name) spoke, who proposed to elect ___________________ (full name) as the chairman of the meeting, ___________________ (full name) as the secretary of the meeting.
Decided: to elect the chairman of the meeting ___________________ (full name), the secretary of the meeting ___________________ (full name).
Voted: "for" - unanimously.
2. On the second issue of the agenda, ___________________ (full name) spoke, who said that in connection with the withdrawal from the company of participants ___________________ (full name) (minutes N ___ dated "___" _______, certificate N _____________________), ___________________ (full name) (minutes N ___ dated "___" _______, certificate N _____________________) and the acquisition by the company of shares of withdrawn participants in overall size ___% of the authorized capital of the company, as well as in accordance with paragraph 2 of Art. 24 of the Federal Law "On LLC" it is necessary to distribute the share transferred to the company among all participants in the company in proportion to their shares.
Decided: to distribute the share owned by the company in the amount of ___% of the authorized capital with a nominal value of __________________ rubles, among all participants in the company in proportion to their shares.
As a result, the authorized capital of the company will be distributed among the participants as follows:
a) ___________________ (full name): share in the amount of ___% with a nominal value of __________________ rubles;
b) ___________________ (full name): a share of ___% with a nominal value of __________________ rubles.
Total: 100% of the authorized capital, in the amount of ________________ rubles.
Voted: "for" - unanimously.
3. On the third issue of the agenda, ___________________ (full name) spoke, who proposed to confirm and extend the powers of the general director of the company ___________________ (full name) for a period of 5 years.
Decided: to confirm and extend the powers of the General Director of the company ___________________ (full name) for a period of 5 years.
Voted: "for" - unanimously.
Chairman of meeting: _____________ /______________/
Secretary: _____________ /______________/
Director of the company: _____________ /______________/
Introduction of changes about legal entities not related to changes in constituent documents to the Unified State Register of Legal Entities not subject to state duty.
I would like to draw special attention to the fact that sometimes the documents listed in paragraph 1 of the commented article and paragraph 2 are simultaneously submitted to the registration authority. That is, in such cases two types of applications are filled out, a state fee of 800 rubles is paid , amendments to the constituent documents of a legal entity (list of amendments) are approved. At the same time, the decision to make appropriate changes to the constituent documents and to the Unified State Register of Legal Entities can be drawn up in one document.
Below are examples of such solutions.
An approximate sample of a decision to bring the charter of an LLC in line with the Federal Law of December 30, 2008 N 312-FZ (form P13001) and to change the director's passport data (form P14001).
Minutes of the Extraordinary General Meeting of Participants
limited liability companies
"________________" N ___
G. ______________
"___" ________ 20___
Participants attended:
___________________
Total: ___ member - all members of the society.
Quorum: 100%
The meeting is authorized to make decisions on the issues of the announced agenda.
Agenda:
1. Election of the chairman of the meeting and the secretary of the meeting.
2. On bringing the company's charter in line with Federal Law No. 312-FZ of December 30, 2008 and other federal laws.
3. On entering into the Unified State Register of Legal Entities information on changes in the passport data of the director of the company.
On the first question: ___________________ (full name) proposed to elect ___________________ (full name) as the chairman of the meeting, ___________________ (full name) as the secretary of the meeting.
Decided: to elect the chairman of the meeting ___________________ (full name), the secretary of the meeting ___________________ (full name).
Voted: "for" - unanimously.
On the second question: ___________________ (full name) said that it is necessary to bring the charter of the company in line with the Federal Law of December 30, 2008 N 312-FZ and other federal laws.
Resolved:
- bring the charter of the company in line with the Federal Law of December 30, 2008 N 312-FZ and other federal laws;
- approve the company's charter in a new edition;
- register a new charter of the company in accordance with the procedure established by law.
Voted: "for" - unanimously.
On the third question: ___________________ (full name) reported that the director of the company ___________________ (full name) had his passport details changed. Therefore, it is necessary, in the manner prescribed by law, to enter into the Unified State Register of Legal Entities information on changes in passport data.
Decided: in accordance with the procedure established by law, enter into the Unified State Register of Legal Entities information about the change in the passport data of the director of the company ___________________ (full name).
Voted: "for" - unanimously.
Chairman of meeting: _____________ /______________/
Secretary: _____________ /______________/
Director of the company: _____________ /______________/
Sample decision to change the location of the company and species information economic activity(form P13001), as well as on changing the passport data of the director of the company (form P14001).
Minutes of the Extraordinary General Meeting of Participants
limited liability companies
"________________" N ___
G. ______________
"___" ________ 20___
Meeting time: ____
Participants attended:
___________________
Total: ___ member - all members of the society.
Quorum: 100%
The meeting is authorized to make decisions on the issues of the announced agenda.
Agenda:
1. On changing the location of the company.
2. On changing information about the director of the company.
3. On changing information about the types of economic activity of the company.
Resolved:
1) change the location of the company to: _________________________;
2) in connection with the change in the passport data of the director of the company, enter new information into the Unified State Register of Legal Entities;
3) approve new types of economic activity of the organization, namely:
_______________________.
Chairman of meeting: _____________ /______________/
Secretary: _____________ /______________/
Director of the company: _____________ /______________/
A special procedure for making changes to the Unified State Register of Legal Entities regarding the transfer of a share or part of a share in the authorized capital is provided for by the commented article in relation to limited liability companies. In this case, the registering authority shall submit documents confirming the basis for the transfer of a share or part of a share(contracts for the sale (donation) of a share, a statement of the participants on the refusal to use the pre-emptive right to purchase a share in the authorized capital, an offer to sell a share, etc.). In accordance with Art. 21 of the current edition of the Federal Law "On LLC" the share or part of the share in the authorized capital of the company passes to its acquirer:
- since notarization of the transaction aimed at the alienation of a share or part of a share in the authorized capital of the company;
- in cases that do not require notarization, from the moment the relevant changes are made to the Unified State Register of Legal Entities on the basis of title documents.
After notarization of a transaction aimed at the alienation of a share or part of a share in the authorized capital of a company, the notary who performed its notarization, within the time limit not later than within three days from the date of such certification, performs a notarial action to transfer to the registering authority an application for making appropriate changes to the Unified State Register of Legal Entities, signed by a member of the company alienating a share or part of a share (form P14001). If, under the terms of a transaction aimed at alienating a share or part of a share in the authorized capital of a company, such a share or part of a share is transferred to the acquirer with the establishment of a pledge or other encumbrances at the same time, the application for making appropriate changes to the Unified State Register of Legal Entities alienating the share or part of the share shall indicate such encumbrances. This application may be sent by mail with acknowledgment of receipt or in the form electronic document, submitted directly to the registration authority, and also sent using facsimile and other technical means. At the same time, by agreement of the parties to a transaction aimed at alienating a share in the authorized capital of the company and drawn up in writing, the method of transmitting the said application may be determined, taking into account the above requirements.
In addition, within a period not later than within three days from the moment of notarization of the transaction, the notary who performed its notarization, performs a notarial action to transfer to the company, the alienation of a share or part of a share in the authorized capital of which is carried out, copies of the above application. By agreement of the persons making the transaction, the company may be notified of this by one of the said persons making the transaction. In this case, the notary is not liable for failure to notify the company of the completed transaction.
It should also be borne in mind that within three days from the date of receipt of the consent of the participants in the company, provided for in paragraphs 8, 9 of Art. 21 of the Federal Law "On LLC", the company and the registering authority must be notified of the transfer of a share or part of a share in the authorized capital of the company by sending an application for making appropriate changes to the Unified State Register of Legal Entities, which is signed:
- the legal successor of the reorganized legal entity - a member of the company;
- a member of a liquidated legal entity - a member of the company;
- the owner of the property of a liquidated institution, a state or municipal unitary enterprise - a member of the company;
- by the heir or before the acceptance of the inheritance by the executor of the will;
- a notary.
The application is accompanied by a document confirming the basis for the transfer of rights and obligations in the order of succession or transfer of a share or part of a share in the authorized capital of the company that belonged to the liquidated legal entity, its founders (participants) who have rights in rem to property or rights of obligations in relation to this legal entity.
Consider a case from judicial practice. The court granted the applicant's claim to invalidate the decision of the tax authority to refuse state registration of the company due to non-compliance with the procedure for alienating a share in the authorized capital of the company. The requirement was satisfied, since, in the opinion of the court, the applicant submitted to the registration authority all Required documents, including documents confirming the observance of the pre-emptive right to purchase a share of the company's participants:
- an offer sent to the participants of the company about the intention to sell part of the share in the authorized capital to a third party;
- statements of the company's participants about the refusal to use the pre-emptive right to purchase a share in the authorized capital of the company;
- the company's statement about the refusal to use the pre-emptive right to purchase a share in the authorized capital of the company;
- minutes of the extraordinary general meeting of the company's participants.
(See Decree of the FAS of the Moscow District of August 11, 2011 N KG-A40 / 6813-11.)
3. As mentioned in the commentary to Art. 14 of the Law, during the reorganization of a legal entity in the form of accession subject to state registration is not the legal entity to which the accession was carried out, but changes and additions to its constituent documents. Therefore, the following legal entities are submitted to the registering authority at the location of the legal entity to which the affiliation is carried out:
- an application for making an entry on the termination of the activities of the affiliated legal entity in the form Р16003 (for non-profit organizations, the decision on state registration of which is taken by the Ministry of Justice of the Russian Federation, in the form РН0009, approved by the Decree to the Government of the Russian Federation of April 15, 2006 N 212 "On measures for the implementation of certain provisions of the federal laws governing the activities of non-profit organizations");
- deed of transfer;
- accession agreement;
- reference from Pension Fund RF;
- copies of publications in the "Bulletin of State Registration" and copies of documents confirming compliance with the procedure for written notification of creditors.
In this case, the person to whom the connection was made submits the following documents to the registration authority:
- an application for state registration of changes in the form P13001 (for non-profit organizations, the decision on state registration of which is made by the Ministry of Justice of the Russian Federation, in the form РН0003, approved by Decree of the Government of the Russian Federation of April 15, 2006 N 212 "On measures to implement certain provisions of Federal laws, regulating the activities of non-profit organizations");
- constituent documents of a legal entity in a new edition or a list of amendments to them;
- the decision to amend the constituent documents of the legal entity;
- receipt of payment of state duty in the amount of 800 rubles.
4. Paragraph 4 of the commented article establishes a special procedure for entering into the Unified State Register of Legal Entities information that a legal entity, which is a joint-stock company, is in the process of reducing the authorized capital. In this case, the following documents are submitted to the registration authority:
- an application in the form R14002 contained in the letter of the Federal Tax Service of the Russian Federation dated May 21, 2010 N MN-37-6 / 2212 "On the issue of entering into the Unified State Register of Legal Entities information that the joint-stock company is in the process of reducing the authorized capital, and also on the value of the net assets of the joint-stock company";
- a decision to reduce the authorized capital of such a legal entity.
The specified documents are submitted to the registering body within three working days after the date of the decision to reduce the authorized capital of a legal entity that is a joint-stock company.
We would like to draw your attention to the fact that from January 1, 2012, it is no longer required to submit to the registering authority information on the value of the net assets of a joint-stock company for inclusion in the Unified State Register of Legal Entities on the basis of the above application (on this issue, see also the commentary to Article 7.1 of the Law).
Skip to the table of contents:
The Articles of Association is the founding document of an LLC. Any updates and additions to it must be registered with the tax authority. It is important to remember that if amendments to the charter are not properly executed, penalties are provided for organizations, reaching ten thousand rubles.
When is registration required to amend the charter of an LLC?
The most common cases where the bylaws need to be changed are:
- changing the name of the organization;
- change in the amount of the authorized capital;
- change of leader;
- adding new activities;
- amendments to the articles of association when required by law;
- legal change addresses of the organization and others.
Making changes to constituent documents: step by step instructions
Step 1: make a decision of the founder (if he is alone) or prepare the minutes of the meeting. The document should show the planned change. In some cases, it must be certified by a notary. This rule applies in particular to changes in the membership of the company. If other changes are made to the charter, for example, the method of registration contractual relations, it is not necessary to certify the decision.
Step 2: develop a new version of the charter. This can be done by issuing an updated version of the entire charter or creating an additional appendix to it. If the first method is chosen, then the charter must be signed by the head of the organization.
Step 3: fill out application P13001. It must be signed by the head of the company, whose signature is certified by a notary. In order for the notary to certify the signature, he needs to provide a package of documents about the organization:
- TIN certificate;
- an order issued on the beginning of the leader's action;
- the old version of the charter, which is still in effect;
- manager's passport.
Step 4: pay state duty. Amending the charter in 2019 costs 800 rubles.
Step 5: submit the collected documentation to the IFTS. Despite the fact that the above list of documents is exhaustive by law, the tax authority may request additional papers. They are determined based on the nature of the changes being made.
Step 6: receive an updated list of the Unified State Register of Legal Entities and a new version of the charter with a tax mark within five days from the date of application. As a rule, the tax authority does not require additional confirmations, however, starting from 2016, the Federal Tax Service has received the right to conduct additional checks, for example, inspection of premises (when changing the legal address), etc.
Step 7: notify the bank and partners about changes in the documents. For a bank, it is often necessary to collect documents such as:
- decision on the adopted changes;
- a new version of the charter that is already in effect;
- updated extract from the Unified State Register of Legal Entities.
It is important that the checked out changes are reflected in electronic version Unified State Register of Legal Entities. To do this, you can go to the website of the tax authority and check if a new version of the extract from the register has been posted. When long time the document is not updated, you should contact the tax authority where the documents were submitted for clarification. This must be done so that changes to legal documents in the future do not lead to confusion with old and new data.
In order not to make a mistake when drawing up a new charter, as well as to correctly fill out an application for amending the Unified State Register of Legal Entities, the right decision would be to seek help from the lawyers of the YUST GROUP company. In this case, making changes to the Unified State Register of Legal Entities will not require you to spend a lot of time. Professionals will carry out the entire procedure, from drafting new version charter before notifying the partners.
The activity of any organization and enterprise begins with constituent documents. In our article we want to talk about them.
What are founding documents?
This is a list of documents legal basis work and activities of the enterprise, it determines its legal status. This concept is defined in Article 52 of the Civil Code of the Russian Federation.
Legal entities may act on the basis of a memorandum of association and charter, or on the basis of one of them.
As practice shows, memorandum of association not always needed. For example, if a company was created by a single person, then you can use the decision to create an enterprise, but only notarized. However, if the same company is created by several people, then the concluded agreement will be included in the list of constituent documents.
Information Contained in Documents
Constituent documents must necessarily contain the following data:
- The name of the enterprise or organization.
- Full legal address.
- The procedure for conducting the activities of a legal entity.
As an addition, the goals and objects of the enterprise's activity can be defined in the documents. Such data is mandatory for organizations of a non-profit nature.
It should be remembered that the constituent documents and all changes made to them come into force only after state registration. 
According to the law, the Certificate of registration of the company, as well as the Certificate of tax registration of the enterprise, do not apply to constituent documents. However, these papers are extremely important for the organization, as they confirm the very fact of official registration. That is why these two documents should always be together with the constituent papers.
Constituent documents of legal entities
Let's see what documents are constituent documents.
List of constituent documents for legal entities:
- Articles of association.
- Establishment agreement.
- two documents together.
I must say that the number of these papers directly depends on the organizational and legal form of the organization. Legislation provides for a list of documents for all cases.
Need for change
In the course of the work of any enterprise, it is often necessary to make changes to the constituent documents. This may be, for example, changes in the name of the company, address, number or composition of the founders, directors, increase or decrease in the authorized capital.
Any changes that are made to the constituent documents must be reported to the tax authorities at the place of registration of the company. And this means that the enterprise must be re-registered with state bodies.
Two types of changes are made to the Unified State Register of Legal Entities:
- Associated with changes in constituent papers.
- Not related to change.
Charter changes
Changes to the constituent documents are made if: 
- Change of company name.
- Change of location of the organization (legal, not actual address).
- Change in the size of the authorized capital.
- Representations or branches of the enterprise are opened or closed.
- OKVED is changing, which determines the type of activity.
- A different procedure for the distribution of the organization's income or the formation of reserve capital is established.
- The terms of office of the head are changing.
- The management structure of the firm is changing.
Changes to the Unified State Register of Legal Entities
There are changes that may not be included in the charter, but must be made in the Unified State Register of Legal Entities: 
- The arrival of a new director or changes in the passport information of an existing one.
- Change of the holder of the register of founders in the company.
- Change of passport information of the founders.
- Change in the equity participation of shareholders or the very composition of the founders.
- Pledge of a capital share.
- Decrease in the authorized capital.
With such transformations in the organization, new data must be entered in the Unified State Register of Legal Entities.
What difficulties can arise when making changes?
If an enterprise needs to register some changes in the constituent documents, then a completely logical question arises about how to do this correctly and what is needed for this. It is advisable to arrange everything correctly in order to avoid getting a tax waiver. Otherwise you'll have to:
- Re-prepare the papers.
- Pay the registration fee again.
- Again stand the queue in the tax structures.
Documents to the Federal Tax Service for registration of changes
Registration of constituent documents, as well as registration of amendments, takes place in the tax office. To do this, you must submit the following papers:
- Application (standard form of state registration of all changes that are made to the constituent papers).
- The very decision to change.
- Change documents.
- Document confirming the payment of tax (state duty).
The most important document is the application. It is filled in according to the approved form. It is signed, as a rule, by the director, and must also be notarized.
There are cases when the registered changes will also entail the entry of new information into the registers. This must be stated on the application.
Another document required during registration is the very decision on all changes. In fact, this is the original protocol of a joint-stock meeting or other management structure. All documents of constituent persons and changes adopted by them must be signed and kept in the registration file.
It should be noted that the registration authorities are not at all responsible for the essence and content of the changes made to the documents.
All documents, the volume of which is more than one sheet, are submitted in a stitched, numbered form.
What is the responsibility for late submission of information about changes?
It often happens that organizations do not submit information about the changes made on time, although the law obliges them to do this within three days. Failure to comply with the rules established by law leads to administrative liability. It can be either a warning or a fine.
A more severe sanction may be the liquidation of the organization or criminal liability for providing knowingly incorrect information.
Organization name changes
All changes in the name of the organization lead to the fact that the constituent document of the company will have to be changed. Moreover, the seal is also subject to replacement, as in the case of a change in the legal address of the company.
What constituent documents are submitted to state bodies in case of changes in the statutory documents?
Whatever changes occur, the following documents will have to be submitted to the relevant authorities:
- State registration document.
- Certificate of entering data about your enterprise into the Unified State Register of Legal Entities.
- Certificate of tax registration.
- Constituent papers: agreement and charter.
- Passport details of all founders and directors.
Who submits documents to the tax authorities?
Who submits documents to the tax authorities and how? This can only be done directly by the head of the legal entity or his authorized representative. And you can send all the necessary papers by mail. But in this case, all sent documents (copies) must be notarized. You need to send papers only by a valuable letter with a mandatory list of attachments.
Document Requirements
As you know, all documents submitted to government agencies must comply with certain standards. All papers are numbered and stitched, and then certified by a notary. The application form is completely filled out without dashes, unnecessary fields are simply left blank. All documents of the person's firm must be signed by the head of the organization.
When changing the charter, two options for a new version of the document are provided.
Instead of an afterword
In our article, we discussed the issue of amending the constituent documents. It must be remembered that these papers are the legal basis for the activities of any organization. Therefore, you need to take seriously all the changes made to them. In addition, you need to understand that it is not enough to make any changes in the documentation of the enterprise, you need to register them with the tax office as soon as possible. Only after registration, all changes have legal force.
This section of the website details the self-registration process. amendments to the charter, constituent documents or those changes which the law requires to be made to Unified State Register of Legal Entities .
Since the information presented is not official, links are given to the official websites of authorized government agencies which will be useful to everyone.
Do not be afraid of a large amount of information - this is not due to the complexity of the process, but to the detail of its description.
As a business develops, changes occur. Many of these changes lead to the need to amend the charter (for example, a change or her) and other constituent documents or to make changes to the information contained in the Unified State Register of Legal Entities (EGRLE) - for example, changing the head (general director director, chairman of the board of directors).
All changes in the charter must be registered in the Unified State Register of Legal Entities - only then they acquire legal force.
All changes can be divided into 2 types:
Registration of changes in the charter of the organization is necessary when:
A certified copy of the new version of the charter (for organizations. Recently, MI FTS No. 15 considers that there is only one original, therefore, on the copy that is returned to the applicant, it stamps "Copy of the charter ...").
Note: from 04/29/2018 the charter with the mark of the Federal Tax Service is sent to in electronic format at the email address specified in the application (reason: the federal law dated October 30, 2017 No. 312-FZ). If you need to get the charter in paper form, then you need to prepare a separate request.
Certificates of state registration of changes.
Note: from 04/29/2018 the certificate is sent electronically to the email address specified in the application (reason: Federal Law of 10/30/2017 No. 312-FZ)
Change of the holder of the register of shareholders in joint stock company
Change of passport details of LLC participants (if they are not specified in the charter).
The decision to amend the constituent documents of a legal entity.
Changes to the constituent documents of the organization.
You submit the documents required for registration, and within 5 working days (in practice - after 5 working days) you are issued:
How to make a bird costume with your own hands Carnival bird costume
Scenario for 25 years girl cool houses
Examples of serious nominations for rewarding employees
The script for the anniversary of the girl (young woman) "A star named ...
Comic nominations for a corporate party