The procedure for registering the charter in the new edition.

On the need to re-register a limited liability company (LLC). From that time to the present day, questions from the newly minted "re-registrers" continue to arise, and there are often more of them than there are answers. Moreover, 2014 also threw new changes in the code. Let's talk about what constitutes the re-registration of an LLC in 2018.

Initially, we will analyze the fact that with the new law the procedure for registering an LLC has also changed, and founding documents changed the essence. For example, the memorandum of association became known as the agreement on the establishment of an LLC. By the way, with the introduction of amendments, it ceased to be a constituent document.

Changes in 2018

The charter remained the main document. Now in the charter it is not necessary to write the names of the participants, information about them, including the size of their shares - all this is indicated in the agreement on the establishment of the LLC. It turns out that we just need to amend the bylaws. This is a mandatory procedure. You can see an example of a charter in 2017.

The agreement on the establishment of an LLC ceased to be a constituent document.

It is possible to prescribe in the charter that several people can act on behalf of the LLC at once. Information about them must be in the State Register. It is also necessary to notarize all decisions of the meeting, to evaluate the property of the LLC contributed to the authorized capital, regardless of the amount. But the exact address of the company can not be indicated.

Rights of company members

Compared to previous years, in 2018 the rights of people who are members of an LLC are expanding. Members are now entitled to:

1. In some cases, appeal against the decision of the company, if this is provided for by law or the decision entails civil law consequences.
2. Claim damages on behalf of the company.
3. Contest or invalidate actions committed by the company.

Member Responsibilities

Previously, duties were not included in the charter. Now everything is different.

Responsibilities of the LLC founders:

1. You need to take part in the vote.
2. Don't harm society.
3. Do not create difficulties for society in achieving its goals.

Step-by-step instructions for the re-registration procedure

1. The re-registration procedure begins with the creation of a new charter. You can fulfill this clause by editing the old charter or by forming a new one. Both cases are allowed and legal.

The appearance of the charter remained unchanged. Therefore, just in case, we will simply repeat what and how it should look like.

The completed charter must be:

1. Stitched.
2. Numbered. On the title page, the page number is not put, and the next page is already numbered from the number 2.
3. At the end - at the stapling point, the number of pages is indicated. To do this, you need to attach a seal with the inscription "Stitched and numbered ... sheets."
4. With the applicant's signature at the end.
5. With deciphered signature.
6. With a stamp.

2. The next document that needs to be prepared is the “Decision on Amending the Constituent Documents of the LLC”. According to the results general meeting it must be in the form of a protocol.

3. The next part of the re-registration of an LLC is an application for amendments to the constituent documents of a legal entity. Need to file new form R13001 statements.

The completed form must be certified. You must come to the notary with a passport and an extract from the Unified State Register of Legal Entities (Unified State Registration of Legal Entities).

4. Do not forget that receipts for payment of the state duty must be enclosed in the package of documents. There must be two receipts. One - for the re-registration of the LLC, the second - for the issuance of a copy of the charter and the mark of the tax service. The cost of re-registration is 800 rubles.

5. If you have collected a complete package of documents, then you can safely carry it to the Federal Tax Service. Documents can also be sent by mail, but they will take longer and may disappear along the way. You can issue them in a cardboard folder or in a file.

The re-registration period may take several weeks, but there are organizations that promise to cope with all paperwork within 5 days. If you decide to re-register on your own, follow our instructions, and everything will be successful.

February 26, 2015, 09:18, question #741405 Viktor Goryaev, Vinzili

Therefore, Yaroslav is absolutely right about the contradiction between the explanation of the Tax Ministry and the provisions of the Federal Law, and we recommend that you still observe the three-day period.

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In our case, the types of activities in the charter have changed. Which form and which sheets should I fill out? Or do they all need to be completed?

I give you a methodological manual according to which your documents will be accepted by the registration authority. everything is detailed there for each item, if something is not clear, specify.

IV. Procedure for filling out the Application
on state registration of changes made
in constituent documents legal entity
(Form N P13001)

An application for state registration of changes made to the constituent documents of a legal entity (form N P13001) with the attachments of sheets G, Z is submitted to the registering authority when changing information about the types economic activity unitary enterprises, non-profit organizations.

An application for state registration of changes made to the constituent documents of a legal entity (form N Р13001) can also be submitted to the registering authority when changes are made to the constituent documents, including information on the type of economic activity, of other legal entities.

When submitting to the registration authority an Application for state registration of changes made to the constituent documents of a legal entity (form N P13001), only those sheets of annexes to the application that contain information to be changed are filled out. Submission of blank sheets to the application is not required.

1. In the address part of the Application for state registration of changes made to the constituent documents of a legal entity, the name of the registering body to which the documents are submitted is indicated.

2. Section 1 "Information about the legal entity in the Unified State Register of Legal Entities".

Items 1.1 - 1.2 are filled in in accordance with the constituent documents of the legal entity.

In the event of a change in the name of a legal entity, paragraphs 1.1 and 1.2 indicate its former name.

Clauses 1.3 and 1.4 are filled in on the basis of the Certificate of state registration of a legal entity (form N P51001) or on the basis of the Certificate of making an entry in the Unified State Register of Legal Entities about a legal entity registered before July 1, 2002 (form N P57001).

Clause 1.5 "TIN/KPP" is filled in in accordance with clause 20 of Part II of these Guidelines.

3. Section 2 indicates what changes are made to the constituent documents of a legal entity.

3.1. If point 2.1 “Information on the legal form and name of a legal entity” is marked with a “V”, then sheet A is filled in in accordance with the requirements of subparagraph “a” of paragraph 1 of Article 5 federal law dated 08.08.2001 N 129-FZ in strict accordance with the constituent documents in new edition or with amendments to constituent documents submitted for state registration.

Considering that, in accordance with paragraph 4 of Article 54 of the Civil Code Russian Federation(Sobraniye zakonodatelstva Rossiyskoy Federatsii, 1994, N 32, art. 3301) a legal entity that is commercial organization, must have a company name, filling in paragraph 1.4 of sheet A of the specified application for commercial organizations is mandatory. If the legal entity does not have a name in the language of the peoples of the Russian Federation, foreign language, items 1.5, 1.6 of sheet A are not filled out. Blank lines are marked with a dash.

When filling out sheet A, it is necessary to take into account the provisions of clause 2 of part II of these Guidelines.

In accordance with these Guidelines, the application and each sheet of the annex to the application is signed by the applicant

3.2. If point 2.2 “Information about the address (location) of a legal entity” is marked with a “V”, then sheet B is filled in, taking into account the provisions of paragraph 3 of part II of these Guidelines.

In accordance with paragraph 1 of Article 52 of the Civil Code of the Russian Federation (Sobraniye Zakonodatelstva Rossiyskoy Federatsii, 1994, N 32, Art. 3301), in cases provided for by law, a legal entity that is not a commercial organization may act on the basis of a general provision on organizations of this type . In cases of absence in general provisions on legal entities indications of the location of these legal entities, an entry in the Unified State Register of Legal Entities on a change in the location of a legal entity is made on the basis of an Application for making changes to the information about a legal entity in the Unified State Register of Legal Entities that are not related to changes in the constituent documents (Form N Р14001). Legal entities, information about the location of which, in accordance with the legislation of the Russian Federation, must be reflected in its constituent documents, when changing their location, submit to the registering authority at the previous location Application for state registration of changes made to the constituent documents of a legal entity in form N R13001.

3.3. If point 2.3 “Information about authorized capital(share capital, authorized fund, share contributions)”, sheet B is filled in. In this case, it is necessary to take into account the provisions of clause 6 of part II of these Guidelines.

Clause 1.1 of sheet B indicates information on the authorized capital of a legal entity, depending on its organizational and legal form (authorized capital for business companies, share capital for business partnerships, authorized capital for unitary enterprises, shares for production cooperatives).

In paragraph 1.2, the sign "V" indicates: the authorized capital is increasing or decreasing. Paragraph 1.3 indicates the size authorized capital after its increase or decrease.

In accordance with paragraph 4 of Article 20 of Federal Law No. 14-FZ of February 8, 1998 (Collection of Legislation of the Russian Federation, 1998, No. 7, Art. 785) and paragraph 2 of Article 30 of Federal Law No. 208-FZ of December 26, 1995 (Collection of Legislation Russian Federation, 1996, N 1, item 1; 2001, N 33 (part I), item 3423) state registration reduction of the authorized capital of a limited liability company and joint-stock company carried out upon presentation of evidence of notice to creditors.

3.4. If item 2.4 “Information on branches of a legal entity” is marked with a “V”, sheet D is filled in and the number of completed sheets is indicated.

In accordance with Article 55 of the Civil Code of the Russian Federation, branches of a legal entity must be indicated in the constituent documents of the legal entity that created them.

According to Article 52 of the Civil Code of the Russian Federation, a change in constituent documents becomes effective for third parties from the moment of their state registration, and in cases statutory, - from the moment of notification of the state registration authority of such changes.

Thus, sheet D of the Application for State Registration of Changes to the Constituent Documents of a Legal Entity (Form N Р13001) is filled out when a branch or representative office of a legal entity of any organizational and legal form is created (termination of activity).

Given that, in accordance with paragraph 6 of Article 5 of Federal Law No. 208-FZ of December 26, 1995 (Collected Legislation of the Russian Federation, 1996, No. 1, Article 1; 2001, No. 33 (Part I), Article 3423), paragraph 5 of Article 5 of the Federal Law of 08.02.1998 N 14-FZ (Collected Legislation of the Russian Federation, 1998, N 7, Art. 785), paragraph 5 of Article 5 of the Federal Law of 14.11.2002 N 161-FZ (Collected Legislation of the Russian Federation, 2002, N 48, article 4746) changes in the constituent documents of business companies and state and municipal unitary enterprises related to changes in information about its branches and representative offices come into force for third parties from the moment the registration authorities are notified, instead of the Application for state registration of changes made to the constituent documents of a legal entity, business companies and state and municipal unitary enterprises has the right to submit a Notice of amendments to the constituent documents of a legal entity (form N P13002).

If a legal entity creates several branches, sheet D is filled in for each branch separately. In this case, it is necessary to take into account the provisions of paragraphs 25 - 29 of Part III of these Methodological Explanations.

3.5. If point 2.5 “Information on representative offices of a legal entity” is marked with a “V”, sheet D is filled in and the number of completed sheets is indicated. In this case, it is necessary to take into account the provisions of paragraphs 30 - 33 of Part III, as well as paragraph 3.4 of Part IV of these Guidelines.

3.6. When making changes to information about the types of economic activity of a legal entity, the sign “V” is affixed in clause 2.6 “Information on the types of economic activity” and sheet E and (or) sheet G is filled in, as well as the number of types of economic activity of the legal entity that is subject to inclusion and (or) exclusion from the Unified State Register of Legal Entities.

When changing or increasing the types of economic activity, sheet E is filled in. In this case, it is necessary to take into account the provisions of paragraphs 58 - 60 of Part II of these Methodological Explanations.

When excluding types of economic activity from the Unified State Register of Legal Entities, sheet G is filled in. In this case, it is necessary to take into account the provisions of paragraphs 58 - 60 of Part II of these Methodological Explanations.

Sheet E contains information on new types of economic activity of a legal entity contained in the Unified State Register of Legal Entities, and their corresponding OKVED codes.

Sheet G contains information on the types of economic activity of a legal entity contained in the Unified State Register of Legal Entities and subject to exclusion from it.

If the main type of economic activity of a legal entity does not change, the first lines of sheets F and G are not to be completed.

If the Unified State Register of Legal Entities does not contain information about the types of economic activity carried out by the legal entity (for legal entities registered before January 1, 2004), when changing information about the types of economic activity, these types are listed in sheet E. At the same time, all types of economic activities that a legal entity will carry out. When filling out sheet E, it is necessary to take into account the provisions of paragraphs 58 - 60 of Part II of these Guidelines.

3.7. When changing other information contained in the constituent documents of a legal entity (for example, changing information about participants in limited or additional liability companies, business partnerships), the sign “V” is marked “Information on changes in other provisions of the constituent documents”. In this case, the list of information to be changed is indicated on a separate sheet, which is signed by the applicant and is integral part Applications for state registration of changes made to the constituent documents of a legal entity.

4. In section 3, the sign “V” is affixed in the appropriate column, depending on the form in which the changes in the constituent documents are presented: in a new version of the constituent documents or in the form of a separate document containing changes to the previously submitted constituent documents.

5. Section 5 "Information about the applicant".

When completing this section, it is necessary to take into account the provisions contained in Part I and paragraph 10 of Part II of these Guidelines.

6. In section 6 of the Application for state registration of changes made to the constituent documents of a legal entity, the signature of the applicant is affixed.

7. Section 7 of the Application for State Registration of Changes to the Constituent Documents of a Legal Entity is completed by a notary in accordance with Article 80 of the Fundamentals of the Legislation of the Russian Federation on Notaries.

8. Sheet H of the Application for State Registration of Changes to the Constituent Documents of a Legal Entity is filled out in accordance with paragraph 61 of Part II of these Guidelines.

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The charter of a limited liability company is a constituent document that regulates the relations of participants in an LLC and contains information about the activities of the organization and its position and status. This is one of the main constituent documents, which is mandatory for the registration of an LLC and its legal functioning.

Need to register an LLC? Only our specialists guarantee saving time and money when creating a new LLC.

The charter is drawn up at the stage of preparing the registration of the organization. As a rule, templates of ready-made model charters are used to write the charter. Individual adjustments are made to the template depending on the tasks facing the organizers of the LLC.

Registration of a new LLC charter

There are two ways to draw up a charter. First way, as mentioned above, is the use of a well-designed, ready charter. This method involves making changes based on your type of activity and characteristic features specific to your organization. This is convenient and fast, but justified only when it comes to typical activity. If you decide to use model charter, pay attention to whether the current regulations for the drafting of charters are taken into account. If you decide to take up an activity in which many aspects are strikingly different from the standard types, it is better to use an alternative method.

This is just what it is second way drawing up the statute. It involves writing the charter on your own, without using templates. Of course, this method is more complicated and costly than the previous one, but still, if you intend to open a non-standard organization, it is better to spend money on a lawyer than to be denied registration or, having faced a controversial issue during the implementation of activities, resolve it through the court. The convenience of a “manually” drafted charter also lies in the ability to prescribe all kinds of solutions to issues that may arise between the founders of an LLC.

Whatever you decide for yourself, it is important to know what a well-written charter should contain. The basis is Art. 12 No. 14-FZ

1. Name of your organization (full and abbreviated version);
2. The full address of the organization's location. If the legal and actual address differ, this must also be indicated. Addresses are specified in detail, from the index to the office number;
3. The duration of the LLC;
4. The procedure and consequences of the withdrawal of participants from the LLC;
5. Confidentiality;
6. Information about the authorized capital of LLC;
7. Rights and obligations of founders;
8. Conditions for the distribution of profits between LLC participants;
9. Information about branches and representative offices (about the possibility of their registration); (Article 55, Civil Code)
10. The procedure for the transfer of shares or parts of a share in the authorized capital of an LLC;
11. The procedure for storing the organization's documentation;
12. Powers of governing bodies;
13. Liquidation (Article 61, Civil Code)

Additionally, you can specify information that is important specifically to you.

Depending on the number of founders, the list of data entered into the charter may vary. For example, if an LLC has one founder, then it is possible to register a legal entity at the director's home address.

In the event that several founders are involved, required condition- assignment legal address. It is advisable to specify in detail how the relationship between the founders will take place, how financial issues will be resolved, and the procedure for resolving disputes.

Registration and clearance

After drawing up the charter, it is necessary to put the numbering on it (the first page is taken into account, but not numbered, the last one is numbered). Further, the charter is stitched, and a seal sheet is glued to the seam on the last page, on which the number of pages is indicated. Further, the same seal is endorsed by the applicant, indicating the decoding of the signature. If we are talking about amending the charter, the seal of the organization is put on the sealing sheet. Leave the last page of the statute blank.

Next, you need to make a copy of the charter, since the IFTS keeps the original for the archive. A copy is made in the same way. First, a photocopy is taken from all pages of the charter, numbered, stitched, and sealed. We leave the seal of the copy of the charter clean, without marks and seals. When registering a copy of the charter, you must pay a state fee of 200 rubles and submit an application with a request for a copy of the charter. A request is made in a free form, endorsed by the head and in case. If we are talking about changes in the charter already existing organization, then a seal is placed.

Registration of changes in the charter of LLC

From time to time, organizations may have situations when it is necessary to amend the charter. This can happen if the LLC has changed its legal address, the name of the organization, the amount of the authorized capital (up or down), or if a decision has been made to re-register. It is the duty of the founders to amend the charter in a timely manner. Failure to comply with this requirement may result in penalties and many other unnecessary problems.

How should these changes be made??

A new version of the charter is drawn up or a special document is created in which all the items that have been changed are written. The new charter is easier to use, since it is not very convenient to constantly check it against the changes. Changes to the charter are made by voting of the founders. Changes must be voted on by at least 2/3. (Based on article 37, paragraph 8 of February 8, 1998 No. 14-FZ). After the voting, a protocol should be drawn up indicating its results.

To register the changes, the new charter is sent to the tax service. In the case when the changes do not apply to branches, registration takes place on the basis of an application. The charter (2 copies) should be accompanied by: an application, a decision of the participants in the LLC, a receipt for payment of the state duty (800 rubles). Sometimes, the tax office may require you to attach a lease agreement for the premises (copy), confirmation of the contribution. This happens in the event of a change in the legal address or the amount of the authorized capital.

If changes occur in branches, form P13002 is filled out, 2 copies of the new charter and minutes of the founders' meeting are also provided. When making changes related to branches, the state duty is not paid.

Within 5 working days from the date of submission of documents, the new charter will be registered. (Clause 1, Article 8 of August 8, 2001 No. 129-FZ). If you applied in person and not by mail or in electronic format, you should immediately issue a receipt for receiving them from NI.

Registration of articles of association in case of loss

The charter is a constituent document, and it is better to keep it in limited access. However, it happens that the charter is still lost. In this case, it is necessary to order a restored copy of the charter due to loss, from the NI in which it was registered. The state duty for the restoration of the charter is 200 rubles. Deadline - 5 working days. If there is a need to restore the charter in 1-2 days, the amount of the state duty will be 400 rubles.

Considering all of the above, the following conclusions can be drawn.

The charter is one of the main documents regulating the processes of cooperation, the rights and obligations of the founders; characterizes the processes of doing business and contains data on the authorized capital and details of the organization.

Founders planning a "non-standard business" are better off hiring a competent lawyer to draft the charter, rather than using templates.

The charter is registered in tax service, without fail. If the charter is lost, it must be restored.

You will need

• - extract from the Unified State Register of Legal Entities, no later than 1 month;
• - new charter;
• - TIN;
• - receipt of payment of state duty;
• - Minutes of the meeting.

Instruction

To register changes in the charter, you need to provide in tax office at the place of registration of a legal entity a certain package of documents.

Initially, to make changes to any constituent document, including the charter, you need a protocol of the general meeting of the company's participants. This document should record the consent of all participants about the changes being made. After that, you need to prepare a new charter for registration with the tax office.

Fill out an application for registration of changes in the approved form No. Р13001. It is necessary to notarize the signature of the applicant.

Pay a state fee of 800 rubles for registration of changes and 400 rubles for receiving a copy of the new charter. You can find payment details on the website of the tax office or at any bank branch that accepts transfers to the budget.

Documents to the registration authority, in accordance with paragraph 1 of Article 9 of Law No. 129-FZ, are provided personally or with the help of postal item. If you send by mail, the letter must be with a list of attachments and a declared value.

After receiving a package of documents from you, state registration will take, according to the law, no more than 5 days. Within 1 working day after registration, the Federal Tax Service is obliged to issue you a certificate of amendments to the Unified State Register of Legal Entities.

You are obliged to register changes in the charter within 3 days after the adoption of such a decision at the meeting of founders (shareholders). If the deadline is violated, you face a fine of 5,000 rubles.

note

All changes made to the charter of the company become effective for third parties from the moment of their state registration, and in some cases from the moment of notification of the state registration authority.

Useful advice

When contacting companies that provide services for registering changes in constituent documents, you will receive detailed information about all the intricacies of the process, assistance and support in the process of making changes.

The charter of the organization is the fundamental set of rules governing its activities and the order of relations. The basis for registration of changes in is the preliminary introduction of appropriate changes in the constituent documents. Timely registered changes allow the organization to carry out its activities on legal grounds.

You will need

• - an application for state registration, certified by a notary;
• - decision to amend the constituent documents;
• - changes made to the founding documents;
• - payment order or receipt of payment of state duty;
• - request for a new copy of the charter (if necessary);
• - payment order or receipt of payment of the state duty for a copy of the charter (if necessary).

Instruction

Prepare a package of constituent documents with the introduction of appropriate changes to them, which must be approved by the head of the enterprise. This may be a new version of the memorandum of association or changes included in them.

Fill in and notarize the application for state registration of changes in the form No. P13001, recommended by the letter of the Federal Tax Service of Russia dated 25.06.2009 No. MN-22-6 / 511. The head of the company must act as a witness.

Make payment of the state duty in the amount of 800 r. in accordance with Article 333.33, clause 1, clause 3 of the Tax Code of the Russian Federation. Payment is made from the settlement account of the enterprise with the subsequent submission to the registration authority of a payment order with a bank mark. Details can be clarified at the registration authority. In the absence of a current account, payment can be made at any branch of Sberbank.

Prepare a request, filling it out in free form, with a request for the issuance of a new copy of the charter, which may be needed in the future for presentation to the bank or counterparties. In this case, it is necessary to hand over two copies of the charter and, the size of which should be clarified with the registration authority. You can also get a new copy of the charter later, after the registration itself.

note

It must be borne in mind that some changes in the charter must be registered within three days. These include: the name of the organization, change of address, opening of a branch, etc. Otherwise, according to Article 19.7 of the Civil Code of the Russian Federation on administrative offenses, it is possible to apply penalties in the amount of up to 5000 r.

Useful advice

When certifying an application for state registration with a notary, you must have with you the originals of all constituent documents, including order No. 1 on taking office, as well as an extract from the Unified State Register of Legal Entities. The period of information about the head should not exceed 10-30 days.

Sources:

• Civil Code of the Russian Federation Art. 19.7 on administrative offenses
• state registration of amendments to the charter

Integers are a set of mathematical numbers that are of great use in everyday life. Non-negative integers are used when specifying the number of any objects, negative numbers - in weather forecast messages, etc. GCD and LCM are natural characteristics of integers associated with division operations.

Instruction

GCD is easy to calculate using the Euclid algorithm or the binary method. According to the Euclidean algorithm for determining the GCD of numbers a and b, one of which is not zero, there is such a sequence of numbers r_1 > r_2 > r_3 > ... > r_n, in which r_1 is equal to the remainder of dividing the first number by the second. And the other members of the sequence are equal to the remainder of the division of the previous member by the previous one, and the penultimate element is divisible by the last one without a remainder.

Mathematically, the sequence can be represented as:
a = b*k_0 + r_1
b = r_1*k_1 + r_2
r_1 = r_2*k_2 + r_3
…
r_(n - 1) = r_n*k_n,
where k_i is an integer multiplier.
gcd (a, b) = r_n.

Example.
Find GCD (36, 120). According to the Euclid algorithm, subtract a multiple of 36 from 120, in this case it is 120 - 36 * 3 = 12. Now subtract a multiple of 12 from 120, you get 120 - 12 * 10 = 0. Therefore, gcd (36, 120) = 12.

The binary algorithm for finding GCD is based on the shift theory. According to this method, the GCD of two numbers has the following properties:
gcd(a, b) = 2*gcd(a/2, b/2) for even a and b
gcd(a, b) = gcd(a/2, b) for even a and odd b (conversely gcd(a, b) = gcd(a, b/2))
gcd(a, b) = gcd((a - b)/2, b) for odd a > b
gcd(a, b) = gcd((b - a)/2, a) for odd b > a
Thus, gcd (36, 120) = 2*gcd (18, 60) = 4*gcd (9, 30) = 4*gcd (9, 15) = 4*gcd ((15 - 9)/2=3 , 9) = 4*3 = 12.

The least common multiple (LCM) of two integers is the smallest integer that is divisible by both of the original numbers without a remainder.
LCM can be calculated using GCD: LCM(a, b) = |a*b|/GCM(a, b).

The second way to calculate the LCM is the canonical of prime factors:
a = r_1^k_1*…*r_n^k_n
b = r_1^m_1*…*r_n^m_n,
where r_i are prime numbers and k_i and m_i are ≥ 0.
The LCM is represented as the same prime factors, where the maximum of two numbers is taken as the factor.

Example.
Find NOC (16, 20):
16 = 2^4*3^0*5^0
20 = 2^2*3^0*5^1
LCM (16, 20) = 2^4*3^0*5^1 = 16*5 = 80.

FZ-312, which prescribes corrections to the constituent documents of limited liability companies, was adopted back in 2009. A lot of time has passed since then, but nevertheless, not everyone has yet fully understood the innovations. So, what is the re-registration of an LLC for and how should it take place.

Innovation: agreement on the establishment of an LLC

Since it was accepted new law, the procedure for issuing constituent documents has changed. Now, instead of the memorandum of association, it is drawn up and signed. However, entrepreneurs call this document the old fashioned way, but it is drawn up according to the new rules.

This agreement must specify the size of the authorized capital, as well as the terms and procedure for contributing shares by the founders, the cost of the shares of each of the participants, the procedure for carrying out the activities of the Company. And if newly formed LLCs draw up documents according to the new rules, then firms that have existed for a long time need to make changes to the constituent documents, and therefore to the charter. And this, of course, entails the need to re-register the enterprise.

Rules for accounting for LLC participants

The new law introduced certain changes in the accounting procedure for LLC members. The innovation lies in the fact that the Company is now obliged from the moment of its registration to compile a list of participants and subsequently, if necessary, correct it.

This list should contain information about the founders of the company themselves (addresses, contact details), as well as information about the shares and their payment by the LLC participants. The fact is that the company's charter in the new edition should no longer contain data on the size of the founders' shares in the authorized capital, this information should now be reflected in the Unified State Register of Legal Entities and in the list of participants. And although maintaining such a list is accompanied by additional paper work, there is a definite plus in the innovation: now, when changing the ratio of the shares of participants, it is not required to make any changes to the charter.

Charter changes

Since, after the adoption of FZ-312, the charter should not contain information on the shares of participants in the authorized capital, the LLC will need to change the relevant provisions in this document and register it in a new edition. Information about shares during re-registration is automatically transferred to the Unified State Register of Legal Entities.

What can await those who do not re-register a limited liability company and do not bring documents in line with accepted standards? The consequences can be unpleasant - up to the liquidation of the LLC, if the tax office files a lawsuit.

Instructions for re-registration of LLC

The procedure for re-registration of an LLC is based on FZ-129 of 2001 and looks like an amendment to the constituent documents. It is about the articles of association and articles of incorporation. To successfully re-register, you will need to sequentially perform the following steps:

1. Prepare everything Required documents.
2. Pay the registration fee.
3. Fill out an application for re-registration and submit it along with other documents to the Federal Tax Service.
4. Get a new extract from the Unified State Register of Legal Entities.

Let's deal with each of the points.

Documents for re-registration of LLC

The list of documents that will need to be submitted to the tax office is quite impressive.

• application for issuance of a copy of the Articles of Association;
• Minutes of the general meeting (if there is one founder - Decision on amendments);
• receipt of payment of the state duty for the re-registration of LLC;
• receipt of payment of the state duty for issuing a copy of the Charter;
• new (two copies).

LLC Charter

According to the new rules, the charter does not contain any information about the founders. You can make changes to it in one of two ways:

• one by one make (and register) all the necessary changes to an already existing document;
• prepare a new version of the charter.

The second way is much more rational. A new charter can be entrusted to draw up lawyers, or you can take as a basis already finished sample and enter the required information into it. The charter is drawn up, as before: it should be numbered (starting from the 2nd sheet), laced, and then sealed with the seal of the organization on a special certification sticker (on the outside of the last sheet).

It makes sense to immediately make several copies of the charter, because. they will be required not only to the tax office (the original and one copy will need to be submitted there), but also to other organizations. Copies of the articles of association are traditionally not stamped on the certification sticker.

Constituent documents

When the new version of the charter is already ready, you can start making changes to other constituent documents. For this, the sole founder will need a Decision on amending the constituent documents of the LLC, and if there are two or more founders, the Protocol of the meeting of founders plays the role of such a decision.

At the meeting of the founders, several issues are considered:

• bringing the Charter of the LLC in line with the requirements of FZ-312;
• approval of the Charter in a new edition;
• recognition of the memorandum of association as invalid;
• decision on registration of changes in constituent documents;
• approval of the List of LLC participants.

All this should be reflected in the protocol (or decision, if we are talking about a single founder).

List of LLC members

As already mentioned, this document must contain the passport details of the members of the Company and contact information, but also all information about their shares in the LLC.

Application form P 13001

When re-registering an LLC, a standard form for making changes is used - R 13001. To fill it out correctly, you need to check the box in paragraph 2.9 and fill out sheets "G", "K", "L", "M" - this is where information about the founders and cost is entered their share. The information from this application will be entered into the Unified State Register of Legal Entities.

It is important to remember that all this information must exactly match the data indicated in other documents, inaccuracies, typos, corrections are unacceptable. The tax office will necessarily reconcile the data, thus, due to an error, the entire procedure will have to be started anew.

Important! The application is not signed and it is also not necessary to flash it: all this will be done after, at the notary.

Receipt for payment of state duty

When re-registering a limited liability company, two receipts will be required: for re-registration itself and for issuing a copy of the Charter with a tax stamp. Fees must be paid in advance, taking special care to ensure that the data of the registering authority are indicated without errors and completely.

Certification of signature by a notary

To certify the signature on the application for re-registration, the head of the LLC needs to contact a notary. You need to do this personally, "armed" with a package of documents, which will include:

• applicant's passport;
• current Charter;
• new Charter;
• a P13001 application;
• TIN certificate;
• OGRN certificate;
• minutes of the meeting (or decision of the founder);
• list of participants;
• extract from the Unified State Register of Legal Entities (it must be received no earlier than 5 days before the visit to the notary's office).

The task of the notary is to check the correctness of filling out the form, flash the documents and certify the signature of the applicant.

Submission of documents to the Federal Tax Service

Having properly prepared all the necessary documents and paid the state duty, you can contact the tax office and begin the re-registration procedure.

All collected and certified documents can be submitted in person or by power of attorney (in this case, the power of attorney must be notarized). Another way to submit documents is by mail.

According to the law, the re-registration of an LLC can take no more than five working days, so within a week the applicant must receive a copy of the Charter certified by the Federal Tax Service, a certificate of registration of changes and a new extract from the Unified State Register of Legal Entities. On this, the re-registration procedure can be considered completed.