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, which State Register do not fall.

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 of the law that 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 documents required for registration of amendments to the charter are given in Article 17 of Law No. 129 "On State Registration". However, in the event that the legal address changes, the Federal Tax Service 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).

Submit documents to tax office may personally director or another person by proxy. 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 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.

Many companies sooner or later face the need to amend their charter. A variety of parameters can change - name, location, general director, amount of capital. All such changes in without fail registered and submitted to the tax authority. Officially, the procedure is called state re-registration.

general information

Registered in unified register taxpayers, there are two categories of changes: due to changes in the constituent documentation, as well as provoked by all other reasons. To amend the charter of a company, you must have one of the following reasons:

• name change;
• change of official address;
• change in the size of the authorized capital;
• a change in the nature of the activity, because of which it is necessary to change OKVED;
• formation of representative offices, branches, introduction of changes in the features of their functioning;
• creation reserve funds or making changes to the previously chosen procedure for dividing profits;
• changing the time frame of the powers of the chief executive;
• change in the management structure of the company.

Or maybe not necessary?

So, in order to make changes to the charter of the organization, it is necessary to correct the data transferred to the state register of enterprises and other persons paying taxes. But some changes in the company's activities are considered quite insignificant, so they need to be reported to the tax authorities, but there will be no need to make changes to the charter. These are the following situations:

• change of the director or data in the current passport;
• change of the holder of the list of persons owning shares;
• change of information in the founder's passport;
• change in the composition of the founders or the shares of capital at their disposal;
• start of the procedure for changing the authorized capital.

What to do?

To amend the charter of an institution, it is necessary to submit documents to the Unified State Register of Legal Entities. The list of documentation sent to the tax authorities is established at the state level. In case of erroneous filling, the document may be returned, then you will have to prepare the package again (and pay the due fee again).

In order for a company to go through the procedure for changing data in the charter, its representative must present:

• application in the prescribed form (13001);
• an approved decision on the procedure for introducing new information into the charter;
• update text;
• a document confirming that the state duty has already been paid.

Bureaucratic subtleties

It will not be superfluous to have a sample in front of you when filling out the application. Changes to the charter are considered by the state authority only if the application is filled out correctly. An up-to-date sample can be found at any branch of the tax service or on its website. Try to use only this reliable, trusted source. If the entrepreneur doubts that he can fill out the application correctly, he can turn to an intermediary for help. Typically, such firms take adequate amounts as a reward, but the enterprise is insured against temporary delays associated with possible errors in the documentation.

The application form is set by the government of the country. At the end of the completed document, a signature is required. CEO personally. To protect yourself from fakes, public service will require the signature to be notarized.

special case

Sometimes the question of how to amend the charter of an LLC has more complex answers. This applies to a situation where updating information is associated with making adjustments to the register. For example, if the number of participants or the size of the capital of the organization changes, the address or other similar important information. In this case, the head of the company must not only write a statement, but additionally attach a document to it, which indicates all the legal consequences of updating the data.

Everything is official

In order to make changes to the charter in accordance with all the rules, it is necessary, among other things, to provide a specially executed decision to a civil servant during registration. It specifies what changes are being made. As a rule, the document is drawn up as the minutes of the meeting, in which all shareholders took part.

An alternative option is a written approved and signed decision of the founder or several (depending on how many of them legal entity). Decisions have the same effect. governing body companies. It is important not only to know how to amend the charter, but to do it legally correctly - that is, provide the paper to the state registrar, leaving a certified copy with you, since the original will be kept in the file.

Changes: crisp and clear

In order to amend the charter, avoiding discrepancies and disagreements, the list of documentation is supplemented with a special paper, which lists all the innovations that will be present in the new edition. One of two options is allowed: a completely new edition or small excerpts.

In the first case, the old charter is declared invalid, and a new one is approved. From now on and in the future, all activities of the company will be subject exclusively to the new document. The second option assumes that you only need to make changes to the charter, leaving the document itself old. That is, the text proposed to the state instance will either replace parts of the previous charter, or simply supplement it. From the point of view of jurisprudence, the new blocks will become an integral part of the founding documentation.

It is important!

The main task of the registration authority of the state instance is to take into account the fact of making changes, document it, and enter updated information into their databases. No one checks the content of the changes. However, if some error or violation of the law was in the text of the updates, but went unnoticed, this does not mean that this will always be the case. From time to time, everything is rechecked, which becomes the reason for the application of sanctions against the guilty legal entities established by the laws of the country.

Design features and deadlines

The current rules regulate: if there are more than one sheets in a certain document sent to the state authority, the document must be stitched without fail with numbering of sheets. The applicant signs, thereby confirming the number of sheets handed over to the registrar. Also, a notary public can act as a notary. Signatures are placed on the last stitched sheet.

However, the execution of documents according to the rules is not the only condition. It is also important to meet deadlines. In practice, many companies neglect this, which leads to fines. It follows from the current legislation that there is only a three-day period for the transfer of information about updates to the company's charter. If the time limits are violated, then the company may receive a warning - this is the best option. But the punishment for an administrative offense is often much stricter - a fine is issued. Its value is determined by the minimum level accepted in the region. wages- MRO. The company can be fined up to 50 minimum wages.

Breaking the Law: Consequences

If the actions of the enterprise will be seen as an administrative offense associated with a failure to meet deadlines, this is not the biggest misfortune possible. But if the laws were violated more thoroughly, then the company can be liquidated forcibly. There is a possibility of mandatory liquidation if the state registrar goes to court. The reasons are different:

• gross crime of the law (determined individually);
• numerous cases of violation of the law.

In some cases, even criminal proceedings are opened. This happens if it is established that entrepreneurs deliberately submitted false information to the state authority, being aware of what they are doing. Often, immediately after the re-registration process is completed, it is clear that laws have been violated.

Making Changes: Difficulties Lie

Of course, an entrepreneur who wants to amend the charter wants to immediately draw up all the documents correctly so that the package is not returned for revision. In the best case, the state registrar will give a certificate of entering new information into the system, but not every enterprise copes with the task the first time.

If a refusal was received, then you will have to re-prepare the entire package of documentation and pay the fee required by law again, keeping the document confirming this fact. If registration is refused, no refund is provided. The third unpleasant aspect of the secondary filing is the need to stand in line. In recent years, this has become less of a problem than before, but you still have to lose time waiting for an appointment. To avoid wasting time and money, you need to try to arrange everything correctly the first time, right, exactly, without losing sight of a single paper.

In this article, we will consider options for using the P13001 form to make changes to the constituent documents of a legal entity using the example of a company with limited liability, namely:

Before filling out the P13001 form, you need to know a few important things:

1. You can combine several changes in one P13001 form by filling out the appropriate application sheets (for example, change of name + change of address + increase in the Criminal Code).

2. In situations where the Unified State Register of Legal Entities contains an error, and founding documents all data are correct, form P14001 is filled in in connection with the correction of errors made in the previously submitted application, where the state registration number of the previously submitted application containing errors is indicated and the necessary corrections are made.

3. Changes in information about the participants of an LLC in the form P13001 are permissible only with an increase or decrease in the authorized capital to reflect the distribution of shares between the participants, in other cases form P14001 is submitted.

4. When registering changes in the P13001 form, the applicant is always the head of a permanent executive body (director or management company).

5. Before submitting for state registration in the corresponding line of sheet M of application P13001, the applicant puts his signature, the authenticity of which must be certified by a notary. Application P13001 is flashed by a notary.

6. Now, from May 05, 2014, in case of filing an application by a trustee, it is necessary notarised power of attorney(FZ N 129-FZ, Chapter III, Art. 9, item 1, second paragraph).

7. The applicant must be indicated as the payer of the state duty for registration of amendments to the articles of association. In the formation of a receipt for payment of the state duty, it will help you, print and pay (800r) without commission in any bank. We support the paid receipt to the top edge of the first page of the application P13001 with a simple paper clip or stapler (since March 11, 2014, failure to provide a document confirming the payment of the state fee is not a reason for refusing to register).

8. In the case of filling out the application form manually, the filling is done with a pen with black ink in capital block letters. Filling using software must be in capital letters in 18 point Courier New font.

9. Two-sided printing documents submitted to the registration authority is prohibited.

10. You can track the state of readiness of documents using the service "Information about legal entities and individual entrepreneurs in respect of which documents for state registration are submitted".

Information required when filling out the P13001 form:

As a result of registration of changes in the form P13001, you will receive:

Charter of LLC;

Unified State Register of Legal Entities.

The change of the name of the organization (change of the name of LLC) is carried out according to Form P13001, the new name is indicated on Sheet A of the application. When submitting changes to the tax office for state registration with form P13001 certified by a notary, two copies of the charter with the new name of the LLC, a paid receipt of the state duty on amending the constituent documents of the LLC and a decision (minutes) on changing the name of the LLC are submitted.

The change of the address of the LLC is carried out in the form P13001, new address indicated on Sheet B of the application. When submitting changes to the tax office for state registration with Form P13001 certified by a notary, two copies of the charter with the new address of the LLC are submitted, a paid receipt of the state duty on amendments to the constituent documents of the LLC, a decision (minutes) on changing the location of the LLC, documents for a new legal address ( a copy of the certificate of ownership, a copy of the lease agreement).

The increase in the authorized capital of the company is carried out in accordance with the form P13001, information on the amount of the authorized capital is indicated on Sheet B of the application. It is also permissible to make changes to the information about the participants of the LLC in the form P13001 to reflect the distribution of shares between the participants, bypassing the form P14001, but only subject to an increase or decrease in the authorized capital. In this case, a separate corresponding application sheet is filled out for each participant. When submitting changes to the tax office for state registration with Form P13001, certified by a notary, two copies of the charter with an increased size of the Criminal Code, a paid receipt of the state duty on amendments to the constituent documents of the LLC, a decision (minutes) on increasing the Criminal Code of the LLC, applications for entry from new participants ( if available), applications for additional contributions from participants (if any).

In the example of filling out the P13001 form, presented below, the authorized capital of LLC "NEW FORMS" is increased from 10,000 to 20,000 rubles. at the expense of contributions from third parties (LLC REGINFO - 5,000 rubles and Ivanov I.I. - 5,000 rubles) accepted by the LLC.

Form P13001 is used when reducing the authorized capital of an LLC, information on the amount of the authorized capital is indicated on Sheet B of the application. Sheet I of the application is filled in in the event of a decrease in the authorized capital of a limited liability company due to the redemption of a share, owned by society. It is also permissible to make changes to the information about the participants of the LLC in the form P13001 to reflect the distribution of shares between the participants, bypassing the form P14001, but only subject to an increase or decrease in the authorized capital. In this case, a separate corresponding application sheet is filled out for each participant. When submitting changes to the tax office for state registration with form P13001, certified by a notary, the following are submitted:

Two copies of the charter with a reduced size of the Criminal Code;
- paid receipt of the state duty on amendments to the constituent documents of the LLC;
- decision (minutes) on reducing the LLC's management company;
- a copy of the publication in the Bulletin state registration, certified by the signature of the head and the seal of the company;
- calculation of the value of net assets, if the capital decreases without fail due to the fact that the net assets of the company are less than the size of its authorized capital (clause 4, article 90 of the Civil Code of the Russian Federation).

Attention! Before submitting an application in the P13001 form, you need to notify the tax authority of the decision to reduce the UK in the P14002 form and publish twice in the State Registration Bulletin a notice of reducing the size of the UK.

The charters of companies established before July 1, 2009 must be brought into line with part one of the Civil Code of the Russian Federation (Part 2, Article 5 of Federal Law No. 312-FZ of December 30, 2008). On page 1 of the application R13001, a check mark is placed in paragraph 2 "Changes are made in order to bring the charter of a limited liability company in line with the law Russian Federation". When submitting for state registration of changes to the tax with the form P13001, certified by a notary, two copies of the charter are submitted, brought into line with 312-FZ, a paid receipt of the state duty on making changes to the constituent documents of the LLC, a decision (minutes) on bringing the charter in line with 312-FZ.

Form R13001 is used when making changes to information about codes according to the All-Russian Classifier of Types of Economic Activities (OKVED) contained in the charter of an LLC. Sheet L page 1 of the application - types of activities to be included, Sheet L page 2 of the application - types of activities to be excluded.

If you need to add additional activities:
1. Choose necessary types activities according to OKVED (at least 4 digital characters);
2. We enter them in Sheet L page 1 of the application R13001 in the "Codes of additional activities" in accordance with the sample presented below.

If you need to exclude additional activities:
1. We select the types of activities to be excluded (the current types of activities can be found in the extract from the Unified State Register of Legal Entities, in case of its absence, you can order a current electronic extract from the Unified State Register of Legal Entities);
2. We enter them in Sheet L page 2 of the application R13001 in the "Codes of additional activities" in accordance with the sample presented below.

If you need to change the main activity:
1. Enter new code in Sheet L page 1 of the application R13001 in the "Code of the main activity";
2. Enter old code in Sheet L, page 2 of the application R13001 in the "Code of the main activity";
3. If it is necessary to leave the old code of the main activity, enter it as an additional one in Sheet L page 1 of the application R13001 in "Codes of additional activities" in accordance with the sample presented below.

Attention! There can be only one main activity code. Codes are filled line by line from left to right. At least 4 digital characters of the type of activity are indicated. If necessary, fill out several sheets L of the application.

When submitting for state registration of changes to the tax with the form P13001, certified by a notary, two copies of the charter of the LLC with changes to the OKVED codes, a paid receipt of the state duty on making changes to the constituent documents of the LLC, a decision (minutes) on changing information about OKVED codes in the charter of the LLC are submitted.

Form P13001 is used when making changes to the information about the branch or representative office of the LLC, which are indicated on Sheet K of the application. For each branch and / or representative office, a separate Sheet K of the application is filled out. When submitting changes to the tax office for state registration with form P13001, certified by a notary, two copies of the charter with changes in information about the branch or representative office of the LLC, the paid receipt of the state duty on making changes to the constituent documents of the LLC, the decision (minutes) of the LLC on the need to change information about the branch or representation.

Attention! If a branch or representative office is notified simultaneously with other changes to the constituent documents, then a new form P13001 is filled out (in the sample filling out the form P13001, presented below, a branch of LLC "NEW FORMS" is opened together with a change in legal address). If it is required to report only about a branch or representative office, then a notification in the form P13002 is applied, the state duty is not paid in this case.

Form P13001 is also used when making changes to other provisions of the charter of the LLC, for this it is enough to fill out page 1 and Sheets M of the application. When submitting for state registration of changes to the tax with the form P13001, certified by a notary, two copies of the charter of the LLC in the new edition, the paid receipt of the state duty on amendments to the constituent documents of the LLC, the decision (minutes) on registration of the charter of the LLC in the new edition are submitted.

Prepare a set of documents for making changes in the form Р13001 online

Do you want to make changes to the Charter of the organization, but do not want to understand the intricacies of filling out the P13001 form and are afraid to be refused? Use the online document processing service that will help you prepare documents for registration of changes without errors! Our lawyers will check the prepared documents and give the necessary advice and answers to any question.

In the course of the company's activities, from time to time it becomes necessary to change some provisions of the charter or information entered in the state register. The right to change the constituent documents is limited only by certain requirements of the law, but each new edition and each change in the data reflected in must be registered with the tax office - this is the duty of the taxpayer, failure to comply with which can lead to many unpleasant consequences.

The procedure for amending the articles of association

Registration of changes in the charter is obligatory. Constituent documents not only determine the procedure for managing a legal entity and the direction of its activities, they have legal force for third parties entering into relations with the company. Also, registration of each new edition of the constituent documents is necessary in order for the Federal Tax Service to keep their current editions.

After the adoption in 2009 of a new edition of the Federal Law “On Limited Liability Companies”, only the charter applies to the constituent documents of the majority of legal entities operating on the market (LLCs and joint-stock companies), the memorandum of association is valid only until the moment of full payment of the authorized capital, therefore, amendments to it in the course of the activity of a legal entity is not required. The memorandum of association is a founding document only for general partnerships and limited partnerships. The law also provides that farms act on the basis of an agreement on the creation, and non-profit organizations may act on the basis general provisions about similar organizations, but they make up a small proportion of legal entities actively involved in civil circulation. Therefore, in most cases, it becomes necessary to register changes in the charter as in the only constituent document of the company.

The Federal Law "On State Registration of Legal Entities" determines the procedure for registering a new version of the charter or other constituent document. Most often, amendments to the constituent documents are required when:

• change of legal address;
• increase or decrease in the size of the founding capital;
• company reorganization;
• change of the full or abbreviated name of the legal entity;
• opening or closing branches and representative offices;
• making other amendments to the charter, for example, regulating the procedure for inheritance and sale of shares in an LLC.

The procedure for correcting or supplementing constituent documents does not depend on the content of the amended provisions:

• a new version of the articles of association should be drafted and carefully reviewed. The introduced provisions should not contradict the legislation or other clauses of the charter;
• a decision is made to make changes. It must be formalized by the minutes of the general meeting of the founders or by the decision of one founder. The meeting of founders may be regular or extraordinary, but if not all founders are present at the meeting, the issue of adopting amendments to the charter must be included in the agenda. A two-thirds vote is sufficient to make a decision;
• the new version of the charter is signed by the general director;
• within three days it is necessary to collect a complete package of documents and submit it for registration to the tax office.

Registration of a new version of constituent documents

Registration of changes in constituent documents is a mandatory stage in the approval of a new charter. Responsibility for missing the deadline is an administrative penalty, a fine of 5,000 rubles. It is used very rarely, but there is a more serious consequence of non-registration of amendments - the breakdown of agreements and the possibility of challenging transactions in which an unregistered version of the charter was used. According to the law, the new provisions of the charter come into force for third parties only from the moment of their state registration, so the last registered version will be in effect.

The consequence of missing the deadline for registration of changes by an LLC or a company with a different legal form may even be the liquidation of a legal entity, for example, if the registration address does not match the real address of the company.

A new version of the constituent documents should be registered with the tax office to which the legal entity belongs. Regardless of the changes made, you must submit:

• decision of the founders or founder;
• charter in the new edition;
• separately - a list of amendments to be made to the charter;
• receipt of payment of the state duty (800 rubles);
• a copy of the state registration certificate;
• a copy of the tax registration certificate;
• a copy of the order on the appointment of the general director;
• an extract from the Unified State Register of Legal Entities, taken no earlier than a year before the application was submitted.

In addition to the above documents, you must attach some additional documents to the application:

• when changing the legal address, it is necessary to submit a copy of the old lease agreement for the legal address and a copy of the new agreement or a letter of guarantee from the owner of the premises;
• when increasing or decreasing the authorized capital, documents confirming its 100% payment are submitted;
• when changing the legal form or reorganization - the balance sheet, the calculation of net assets and the deed of transfer.

The exact list can be clarified in the Federal Tax Service, depending on the region, the procedure for submitting documents and some requirements for their execution may vary slightly.

The law establishes several exceptions to the general procedure for registering a new edition of constituent documents. Joint Stock Companies and LLC does not need to register new provisions of the charter if they relate to branches and representative offices. It is enough to notify the tax office of the new provisions, from the moment of notification they come into force for third parties.

How to fill out a change application

The application contains the following information:

• about a legal entity - full name, organizational and legal form, TIN (or KPP - for individual entrepreneurs);
• about the changes being made. A check mark is placed in the column corresponding to the amendments being made, then it is necessary to specify the new provisions on a separate sheet (depending on what information is entered in the constituent documents, sheets A to G are attached to the form). Sheets for indicating changes that are not made to the charter do not need to be filled out. That is, if the main office of the company moves to another address, the application itself is filled out on three pages and sheet B;
• about the applicant. They can only be the general director (director), any person can apply by proxy. The application shall indicate the passport, contact details of the applicant and information about the document certifying the authority of the person submitting documents for registration.

All sheets are numbered, stitched and glued already at the notary, after the signature is certified. Blank sheets are not filled in, you do not need to print them. In all columns in which you do not enter information, dashes are put - failure to comply with this formal requirement may be the reason for refusal to accept the application. If any of the introduced provisions need clarification, you can include a cover letter in the package of documents.

Making changes to the Unified State Register of Legal Entities

Often, it is necessary to submit to the tax office not only an application in the form P13001, but in addition to it. These are cases when registration of changes in the Unified State Register of Legal Entities and, at the same time, a new edition of the charter is mandatory: changing the legal address, company name, increasing or decreasing the amount of the authorized capital with the simultaneous redistribution of shares between the participants of the LLC (new data on the participants of the legal entity are entered in the Unified State Register of Legal Entities) and other similar situations.

You should also know that with filling out the P14001 form, but without submitting an application on the P13001 form and paying the state fee, changes are registered:

• information about the CEO or individual entrepreneur entered in the Unified State Register of Legal Entities (an exception is passport data, they are automatically sent to the tax office when you change your passport. But if you need to enter new data quickly, you can do it in the usual way);
• codes of activity (OKVED) - previously, in order to supplement or exclude areas of activity, it was necessary to fill out an application in the form P13001 and pay state duty;
• information about the participants and the distribution of shares between them;
• any information that is entered only in the Unified State Register of Legal Entities and does not affect the provisions of the charter;
• erroneous data entered in the Unified State Register of Legal Entities (passport data of the general director or any other).

Refusal to register a new edition of constituent documents is most often caused by errors or typos in the application, submission of an incomplete package of documents or submission to the wrong tax office. But in most cases, there are no difficulties in the registration process; after the registration procedure is completed, the taxpayer receives an extract from the Unified State Register of Legal Entities with new data (it is paid separately) and a certificate confirming the registration of changes.

The charter forms the procedure for the work of the company, its internal and external activities. In order for the company to operate within the legal framework, the main document must exactly match its copy in the Federal Tax Service and the Unified State Register of Legal Entities, as well as existing regulations.

We have developed a guide to registering changes to the articles of association.

We tell in detail what documents to prepare, how to fill them out and when it is not necessary to go to the tax office.

Re-registration under 99 and 312 FZ: what changes to the charter of LLC should be taken into account

Important! If the company was registered after 09/01/2014 - you do not need this information, go to the next paragraph.

Sanctions for non-compliance of the charter with the 312th Federal Law are not provided. The law is valid regardless of what is written in the founding documents. But if you decide to change the charter, you will not be able to do this without re-registration. What specific changes will need to be made:

• Transfer to the Unified State Register of Legal Entities information on the size of the shares of participants. The information is submitted by the tax authority during the re-registration process.
• since 2009 authorized capital An LLC cannot be less than 10 thousand rubles at any time during its operation. Fix this moment in the charter.

Simultaneously with re-registration, you can change the address or authorized capital, then you will not have to apply again to the tax office.

What you need to know when amending the bylaws

The company is developing, its location and name are changing. Amendments are made periodically to make it easier joint activities its members. All this requires registration and paperwork. In order for the charter to make the work of the LLC more efficient, and not add worries, consider the following:

• Since 2018, all decisions of the founders must be certified by a notary. If this paragraph does not suit you, designate another decision-making option in the charter: signing the protocol by all or several participants, audio recording or video filming.
• Now the company does not have to designate each of its divisions in the charter, this information has already been entered into the Unified State Register of Legal Entities.
• If the legal address of the LLC is the city, when changing the location within its boundaries, you will not have to correct the charter.

Only three days are given to register changes in the information included in the Unified State Register of Legal Entities. This includes any information relating to: the head, the name of the LLC, the founders and their shares, OKVED codes and capital. If you register later, you will have to pay 5 thousand rubles. fine.

How to amend the charter of an LLC in 2018

The meeting develops a new version or list of amendments to the charter. Who signs: the head, then install the seal and certify with the seal of the organization.

How to register changes in the charter in the tax?

Get ready for the list, you will need:

• Minutes of the meeting of the founders, as a result of which the articles of the charter were amended, or the decision of the sole founder;
• 2 printed samples of the amended charter or amendments to it on a separate sheet;
• To change the address: a document confirming the possibility of using the premises;
• If you change the amount of capital: you need reports on contributions (bank certificate, payment order, property valuation with the help of independent experts);
• When changing information about the founders, reassigning the head: photocopies of passports and TIN
• Receipt of paid state duty for amending the charter. Who pays - the responsible person included in the Unified State Register of Legal Entities: the head, the founder or a person with a power of attorney from the management. How much does it cost to amend the articles of association? Amount in 2018 = 800 rubles;
• An application signed by a notary to amend the Articles of Association. Which form to use depends on the information you enter.

How to fill out p13001 when changing the charter of an LLC

The form has an application with two sections and attachments marked with letters. Section one - write down the name, registration number and TIN. The second is intended for re-registration of an LLC under 312 FZ.

"BUT"- fill in when changing the name. New full and short names are indicated;

"B"— change of address of the organization. To save time in the future, it is better to specify only the city, then when moving the company within it, you will not have to register a change in address;

"V-Z"- here information is written about making changes to the capital of the LLC and redistributing the shares of participants. We also bring in new and retired people here, as the ratio of shares changes. Pages "GZ" are intended for different types of participants: LE, FL, funds and others;

"AND"- filled in when the amount of capital decreases (for example, buyback of a share);

"TO"- we enter the amended information about the divisions, if you prescribe them in the charter. We remind you that now it is not necessary to enter this information into it. For each next division, its own separate page is filled out;

"L"- fix OKVED codes. 1st sheet for planned areas of activity in the future, 2nd sheet indicates codes in which the company no longer performs activities and does not plan to perform in the future;

"M"- fill in the applicant's data, a mandatory sheet.

A common difficulty when making changes to the charter in the form p13001: which sheets are filled out manually? This is the 3rd page of the application "M", in the last line, the name of the applicant is entered in words, in black pen. The rest of the sheets are allowed to be printed and filled out manually.

To certify the form at the notary, you will need:

• ORGN;
• TIN with the registration reason code;
• protocol/decision of the founders;
• a document certifying the authority of the director;
• current charter;
• director's original passport.

Form R13002

Does not require payment of duty. An application for it is filled out when a company division is closed, changed or a new branch is opened. The information of the founding company is entered on the first sheet. In Appendix "A" enter on 1 page up-to-date information about the branch, to 2 - what will be changed. Appendix "B" for the applicant's data.

How to submit amendments to the charter to the tax office

Documents are ready for amendments to the charter, to which tax authority should they be sent?

• To the local department of the Federal Tax Service;
• Send documents by mail to registered letter;
• Through the Internet on the website of the Federal Tax Service nalog.ru, just upload high-quality scanned documents. The procedure requires an official electronic signature.

In 5 days, the changes will be registered, and the representative of the organization will be able to receive a confirmed new edition of the charter and a list of changes in the Unified State Register of Legal Entities (the tax office transfers the data there on its own). The PFR, FSS and MHIF will also be notified, it remains to convey the changes to interested legal entities.

Why there may be a refusal to register and where to contact

Usually the reasons are:

• incomplete set of documents;
• errors in the application;
• provided false information;
• insufficient authority for the signatory;
• poor quality of photocopies or printing;
• application is not notarized.

Sometimes the tax office requires clarification of the entered data. If the company cannot confirm the information specified in the documents, registration will be denied. If they refused due to an error in the paperwork or incomplete documentation, the organization has 3 months to correct it. During this time, you can go through a simplified registration procedure: a new application is submitted, missing documents, a receipt of the newly paid fee and a letter. The latter contains a request to reconsider the application.

If you are sure that the tax authorities made a mistake and the registration refusal is not justified existing laws contact the higher authorities. If this does not help, only the court remains.