Registration of changes in the constituent documents of a legal entity. Registration of changes in the constituent documents of a legal entity Information included in the constituent documents

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

Procedure for amending the charter

Registration of changes in the charter is mandatory. 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 so that the Federal Tax Service keeps their current editions.

After the adoption in 2009 of the new edition of the Federal Law “On Limited Liability Companies”, the constituent documents of the majority of legal entities operating on the market (LLCs and joint-stock companies) include only the charter; the constituent agreement is valid only until the authorized capital is fully paid, so making changes to it in the course of the activities of a legal entity is not required. The memorandum of association is the founding document only for general partnerships and limited partnerships. The legislation also establishes that farms operate on the basis of an agreement on establishment, and non-profit organizations can act on the basis of general provisions on such organizations, but they constitute a small proportion of legal entities actively participating in civil circulation. Therefore, in most cases there is a need to register changes in the charter as 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, changes to the constituent documents are required when:

change of legal address;
increasing or decreasing the size of the charter capital;
company reorganization;
changing the full or abbreviated name of a legal entity;
opening or closing branches and representative offices;
introducing 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:

the new version of the charter must be drawn up and carefully checked. The introduced provisions must not contradict the law 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 founders or by the decision of one founder. The meeting of founders can 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 you must collect a complete package of documents and submit it for registration to the tax office.

Registration of a new edition of constituent documents

Registration of changes in the constituent documents is a mandatory stage of approval of the new charter. Responsibility for missing a 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 - disruption of agreements and the possibility of challenging transactions in which an unregistered version of the charter was used. According to the law, new provisions of the charter come into force for third parties only from the moment of their state registration, therefore the last registered version will be in force.

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

The 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 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 one year before submitting the application.

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

when changing the legal address, you must provide 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 - balance sheet, calculation of net assets and transfer act.

The exact list can be clarified at 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 LLCs do 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 about the new provisions; from the moment of notification they come into force for third parties.

How to fill out an application for amendments

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 box corresponding to the amendments being made, then it is necessary to specify the new provisions on a separate sheet (depending on what information is included in the constituent documents, sheets A to G are attached to the form). Sheets to indicate changes that are not made to the charter do not need to be filled out. That is, if the company’s head office moves to another address, the three-page application itself and Sheet B are filled out;
about the applicant. This can only be the general director (director); any person can submit an application by proxy. The application shall indicate the passport and 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 together at the notary's office, after the signature has been certified. Blank sheets are not filled in and do not need to be printed. All columns in which you do not enter information are marked with dashes - failure to comply with this formal requirement may be the reason for refusal to accept the application. If any of the introduced provisions require 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 form P13001, but in addition to it. These are cases when it is necessary to register changes in the Unified State Register of Legal Entities and, at the same time, a new version of the charter: a change in the legal address, the name of the company, an increase or decrease in the amount of the authorized capital with a simultaneous redistribution of shares between the participants of the LLC (new data on the participants of the legal entity are entered into the Unified State Register of Legal Entities) and other similar situations.

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

information about the general director or individual entrepreneur entered in the Unified State Register of Legal Entities (with the exception of passport data, they are automatically sent to the tax office when the passport is changed. But if new data needs to be entered quickly, you can do this in the usual manner);
activity codes (OKVED) - previously, to add or exclude areas of activity, it was necessary to fill out an application in form P13001 and pay a state fee;
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 into 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 of them to the wrong tax office. But in most cases, no difficulties arise during the registration process; after completing the registration procedure, the taxpayer receives from the Federal Tax Service 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.

Some changes in the life of a company and individual entrepreneur require official registration with the tax authorities and the unified state register.

What are they and the need for them

Constituent documents contain basic information about the organization, including:

address;
type of economic activity;
information about the founders;
information about ;
other information required by law.

All actual changes to the data specified in the constituent documents must be officially registered.

Separately, it is worth recalling the changes to the Civil Code of the Russian Federation, which came into force on September 1, 2014. First of all, they concern limited liability companies (LLC). In accordance with the new legislation, in 2018 it is necessary to re-register the company the first time changes are made to the charter.

New provisions apply for 2018:

All LLCs become corporations.
The articles of association may specify several persons who will have the authority to act on behalf of the company.
Before the property is included in the authorized capital, it is subject to evaluation by an independent appraiser.
Any decision of the general meeting must be notarized. In addition, the composition of the meeting participants must be confirmed.
The address of an LLC can now only contain a locality, without indicating the street or house number.
Changes have been made to the rights and obligations of LLC participants.

Opening a company as a legal entity

Otherwise, the procedure for registering changes in the charter in 2018 does not differ from previous years and is divided into:

Registration related to changes in constituent documents.
Registration not related to such changes.

The first case occurs when changes:

actual location of the organization;
name of the organization;
the actual amount of the authorized capital;
code (change of type of activity);
liquidation of old or creation of new divisions (branches or);
the duration of the manager's term;
bodies managing the company;
when establishing new rules for income distribution;
when creating a reserve fund.

The following situations don't require amendments to the charter:

change of the head of the organization;
changing the manager’s passport details;
change of registry holder;
changing the passport details of the founders, provided that they were not previously indicated in the constituent documents;
change in the composition of participants or the size of shares of each of them, provided that they were not previously indicated in the constituent documents;
pledge or withdrawal of part of the authorized capital from the pledge.

It should not be forgotten that the above changes require mandatory registration in the Unified State Register of Legal Entities.

The law also provides for some exceptions. Thus, registration of a new charter is not necessary if an LLC, OJSC or CJSC reorganizes a branch or its representative office. In this case, you just need to notify the tax office about the changes that have occurred, and from that moment they are considered officially registered.

Registration for individual entrepreneurs

As for individual entrepreneurs, according to Federal Law No. 129, when changing the surname, passport data, or registration at the place of residence, report this separately to the tax office not necessary.

This should be done by the authorities of the Federal Migration Service, which in the prescribed manner will notify the Federal Tax Service of the changes that have occurred.

At the same time, you can make these changes yourself in order to speed up the process. It is also mandatory to personally make changes when changing the type of economic activity.

Documents from legal entities to the authorities of the Federal Tax Service

Registration of a new version of constituent documents is carried out at the Federal Tax Service to which the organization belongs. Regardless of what changes are made, it is provided next package of documents:

Statement .
Written decision of the founders of the company.
Changes made to the existing charter.
Full charter in the new version.
A receipt confirming payment of the state fee.
An extract from the Unified State Register of Legal Entities, which should have been taken no earlier than one year ago.
A copy of the certificate confirming registration with the tax office.
A copy of the certificate confirming the state registration of the enterprise.
A copy of the order on the appointment of the general director.

In some cases it is required following documents:

When change of actual location A copy of the lease agreement for the previous premises is required, as well as a copy of the lease agreement for the current premises. The last document can be replaced with a letter of guarantee directly from the owner.
When enterprise reformation or at changing the form of management a deed of transfer, calculation of assets, etc. are required.
In cases that relate to changes in the authorized capital(its increase or decrease), documents are provided that confirm its 100% payment.

More precise information about the required documents can be obtained from the tax authorities to which the legal entity belongs. There are often cases when the tax office requires you to provide this or that additional information.

In application P13001 you must indicate:

Full name of the company, legal form, TIN.
A mark is placed opposite the item corresponding to the change being made. Also, changes to the charter are specified separately (along with the application there are additional sheets from A to G). Additional sheets that do not correspond to the changes being made can be left alone.
Passport information, as well as contact information of the applicant, who can only be the general director or director. If the application is submitted to the Federal Tax Service not by the applicant himself, but by an authorized representative, documents confirming his rights are also required.

All application sheets are numbered. Firmware and gluing occurs after certification by a notary. Please remember that you do not need to print additional sheets that do not contain any information.

In the application itself, in those columns where information is not entered, you need to put a dash. Failure to comply with this formality will result in refusal to accept the application. If it is necessary to clarify one or more provisions, a covering letter is included in the documents.

In cases where simultaneous registration of changes in the Unified State Register of Legal Entities and registration of a new charter is necessary, in addition to application P13001, an application is also submitted. Such situations include changing the name of the company, changing the amount of the authorized capital, subject to the simultaneous redistribution of shares.

Also, using form P14001, without submitting application P13001, changes may be registered:

Information about the general director.
Type of economic activity.
Information about the founders.
Information that was entered only in the Unified State Register of Legal Entities.
Incorrect information specified in the charter.

List of tax documentation for individual entrepreneurs

An individual entrepreneur must independently register a change in the type of economic activity (OKVED code). For this you will need:

application in form P14001;
in case of amendments not only to the Unified State Register of Individual Entrepreneurs, but also to the charter - a receipt for payment of the state duty.

These documents are submitted to the tax office at the location of the individual entrepreneur. If the entrepreneur moves to another address, the documents are provided to the tax office at the old place of residence. They can be sent either by mail or delivered in person. In the case of sending by mail, it is necessary to make an inventory of the letter's attachments.

Separately, it is worth examining the situation with changes in the charter of individual entrepreneurs. When a complete change in the type of economic activity is necessary, or a new activity becomes the main one, it is worth making the appropriate changes to the charter. If a new OKVED code is simply added, no changes can be made, and in this case payment of state duty is not required.

Deadlines and responsibilities

The law requires notification of changes to the registration authority no later than three days from the day of their occurrence. Otherwise, the following penalties are provided:

fine up to 5,000 rubles;
disqualification of the company for up to 3 years.

There is also a more severe sanction - complete liquidation of the company. This becomes possible when:

gross violation of the legislation of the Russian Federation;
repeated violation of the rules of the registration process, for example, the company provided incorrect documents several times;
provision of knowingly false information; this offense also provides for criminal liability.

There may be situations in which the official registration of changes in the company’s charter is invalid. Such a decision can only be made by a court, having full grounds for it.

For example, one of the LLC participants decided to sell his share, which he notified all the founders who were present at the general meeting. After the share was sold and the corresponding changes were made to the charter, it turns out that one of the founders was absent from the general meeting and was not notified about the sale of the share. As a result, he may go to court to declare the transaction invalid.

You can learn how to correctly fill out an application for registration of changes to the constituent documents in this video.

This section of the site describes in detail the self-registration process. changes made to the charter, constituent documents or those changes that are required by law to be made to Unified State Register of Legal Entities .

Since the information presented is not official, links to official websites of authorized government bodies are provided, which will be useful to everyone.

Do not be intimidated by the 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, various changes occur. Many of these changes lead to the need to make changes to the charter (for example, an amendment or her) and other constituent documents or to make changes to the information contained in the Unified State Register of Legal Entities (USRLE) - for example, a change of head (CEO , director, chairman of the board of directors).

All changes to the charter must be registered in the Unified State Register of Legal Entities - only then do they acquire legal force.

All changes made can be divided into 2 types:

Registration of changes in the organization’s charter is necessary when:

Change of holder of the register of shareholders in a joint stock company

Change of passport data of LLC participants (if they are not specified in the charter).

Decision to amend the constituent documents of a legal entity.

Changes made 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:

A certified copy of the new edition of the charter (for organizations. Recently, MI Federal Tax Service No. 15 believes that there is only one original, therefore, the copy that is returned to the applicant is stamped “Copy of the charter...”).

Note: from April 29, 2018, the charter with the Federal Tax Service mark is sent electronically to the email address specified in the application (grounds: Federal Law dated October 30, 2017 No. 312-FZ). If you need to receive the charter in paper form, you must prepare a separate request.

Certificates of state registration of changes.

Note: from April 29, 2018, the certificate is sent electronically to the email address specified in the application (based on: Federal Law dated October 30, 2017 No. 312-FZ)

Commentary to Article 17 of the Federal Law of August 8, 2011 No. 129-FZ “On state registration of legal entities and individual entrepreneurs”: Documents submitted for state registration of changes made to the constituent documents of a legal entity and changes to information about a 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 a state legal entity;
- to make changes to 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 the change all information listed in paragraph 1 of Art. 5 (i.e. about 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 registration authority by other authorities. At the same time, in some cases it is necessary 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), and 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 based on the information reported to the tax authorities by the federal migration service. However, at the moment, the mechanism for introducing the relevant ones has not yet been approved. Therefore, registration authorities recommend that organizations independently submit documents to enter the specified information into the state register. But compliance with the three-day period 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 legal entities. 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 form P13001, approved by Decree of the Government of the Russian Federation of June 19, 2002 N 439. From the application attachments, 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 tick is placed in section 2.1 of the application and Appendix “A” is filled out. When filling out the application, you should be guided by the recommendations contained in the Order of the Federal Tax Service of November 1, 2004 N SAE-3-09/16@ "On methodological explanations for filling out document forms used for state registration of a legal entity and individual entrepreneur." For 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 form RN0003, approved by Decree to 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.” When filling out documents, you can be guided by the recommendations contained in the Order of Rosregistration dated May 21, 2007 N 89 “On approval of Methodological recommendations for filling out document forms submitted to the Federal Registration Service and its territorial bodies for state registration of non-profit organizations.” Two copies of the application are submitted to the Ministry of Justice: an original and a copy.

Decision to amend the constituent documents of a legal entity.
It is necessary to take into account that the decision to amend the constituent documents of a legal entity must be made by an authorized body and in the manner established by the relevant federal law. Otherwise, such a decision will be invalid. For example, by virtue of Part 4 of Art. 12 of the Federal Law “On LLC”, changes to the constituent documents of the company are made by decision of the general meeting of the company’s participants.
Below are approximate examples of decisions on changes 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 of changes associated with increasing size
the authorized capital of the company and an increase in the nominal
value of shares of company participants

G. ______________
"___" ________ 20___

Meeting time: _____

Society members present:
______________________
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 company participants.
3. On introducing changes into the constituent documents of the company related to increasing the size of the authorized capital of the company and increasing the nominal value of the shares of the company's participants.

On the second question: ________________ (full name) reported that due to production needs "__" ______ 20__ the company decided to increase the authorized capital through additional contributions of its participants in accordance with Art. 19 Federal Law "On LLC" and the company's charter for a total amount of ______________________ rubles. In this case, each participant had to make a contribution in the amount of _________________________ rubles.
It was also decided that deposits must be made in cash to the company’s cash desk within ____ days, i.e. until "___" ______ 20__
The contributions were made by the participants on time and in full according to receipt orders dated "___" ______ 20__ to the company's cash desk. 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 participant 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.
Resolved: To approve an increase in the authorized capital of the company by _________________________ rubles. The authorized capital of the company currently amounts to __________________ rubles. In this case, the nominal value of the shares of each participant 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
The vote was "for" - unanimously.

On the third question: __________________ (full name) reported the need to make changes to the constituent documents of the company related to increasing the size of the authorized capital of the company and increasing 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 make changes to the constituent documents of the company and register them in the prescribed manner.
The vote was "for" - unanimously.

Chairman of meeting: ___________________ /__________________/

Secretary: ___________________ /___________________/

Solution N ___
sole shareholder of a closed joint stock company
"____________________"

G. ______________
"___" ________ 20___

Decision time: ____

I, _____________________ (full name), are the only shareholder of the closed joint-stock company "____________________", owning ____ shares of the closed joint-stock company "____________________", with a par value of ____________ rubles, for a total amount of ____________________________ rubles, which is 100% of the company's shares.

Decided:

1. In connection with the receipt of the Order of the Federal Financial Markets Service of Russia (N ________ dated "__" ______ 20__) on eliminating violations of the legislation of the Russian Federation, bring the Charter of the closed joint stock company "_______________" into compliance with _______________ and other provisions of the Federal Law "On JSC".
2. Approve the Sheet of Amendments to the Charter of the closed joint-stock company "______________".
3. Register changes to the Charter of the closed joint stock company "________________" in the manner prescribed by law.

Sole shareholder of the closed joint stock company "_______________" __________/________________/

Changes made to the constituent documents of a legal entity or the constituent documents of a legal entity in a 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 a legal entity of this organizational and 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 post 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. If the documents were sent to the registering authority in the form of electronic documents, then after state registration has been carried out, the registering authority, to the email address specified by the applicant, simultaneously with the certificate, sends the documents submitted by the applicant in electronic form, signed with the electronic signature of the registering authority. If the applicant needs to have registered documents on paper, he can indicate this in the application when sending the documents to the registration authority (see also comments to Articles 9, 12 of the commented Law).
From the contents of sub. “c” of paragraph 1 of the commented article shows that changes made to the constituent documents of a legal entity can be presented in the following form:
- in the form of a sheet 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 on form P13001 or in section 7 of the application on form RN0003. 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 example of a Sheet 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 __________________, INN____________________

Section ____ of the company's charter shall be supplemented with paragraph ____ as follows:
"_________________________".
Clause ____ of the company’s charter (section ____) shall be stated as follows:
"_________________________".
Paragraph __ of paragraph ____ of the company’s charter (section ___) should be stated as follows:
"_________________________".

Document confirming payment of state duty.
By virtue of clause 3, part 1, 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 to make changes to the Unified State Register of Legal Entities regarding information about legal entities, but not related to amendments to the constituent documents of the legal entity. The application is filled out according to 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 information about a legal entity is changed, not related to amendments to the constituent documents;
- in case of a decision to cancel a previously made decision on liquidation of a legal entity;
- when changing information about a legal entity in case of errors made by the applicant in previously submitted documents for state registration.
Thus, from the application attachments, only those in which the information has changed are selected and filled out.
Example. If the head of the organization was re-elected, then a tick is placed in section 2.1 of the application and Appendix “B” is filled out.
If the applicant has previously submitted documents for state registration that contain an error in the manager’s passport data, then check the box in section 2.3 and fill out Appendix “B”.
When filling out the application, you should be guided by the recommendations contained in the Order of the Federal Tax Service of November 1, 2004 N SAE-3-09/16@ "On methodological explanations for filling out document forms used for state registration of a legal entity and individual entrepreneur."
For 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 form RN0004, approved by Decree to 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.” When filling out documents, you can be guided by the recommendations contained in the Order of Rosregistration dated May 21, 2007 N 89 “On approval of Methodological recommendations for filling out document forms submitted to the Federal Registration Service and its territorial bodies for state registration of non-profit organizations.” Two copies of the application are submitted to the Ministry of Justice: an 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 a legal entity that are not related to changes in the constituent documents, the Law does not directly require the submission of any other documents other than an application to the registration authority. But since, by signing the application, the applicant confirms that the changes made comply with the requirements established by the legislation of the Russian Federation, and the information contained in the application is reliable, some tax inspectorates and the Ministry of Justice of the Russian Federation recommend submitting with the application a decision of the authorized body of the organization confirming the accuracy of these changes.
Below are approximate samples of decisions on 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 form P14001 are filled out).

Minutes of the extraordinary general meeting of participants
limited liability companies

G. ______________
"___" ________ 20___

Participants present:
_____________________
Total: __ participant - all participants 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 chairman of the meeting, and ___________________ (full name) as secretary of the meeting.
Resolved: to elect ___________________ (full name) as chairman of the meeting, ___________________ (full name) as secretary of the meeting.
The vote was "for" - unanimously.

On the second question: ___________________ (full name) reported that "__" _______ year member of the company, ___________________ (full name), owning a share in the authorized capital of the company in the amount of ____%, announced his desire to leave from the company by alienating its share to the company in accordance with the charter of the company and art. 26 Federal Law "On LLC".
Resolved: a member of the company, ___________________ (full name), leaves 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, nominal value _______________________ ruble goes to the company. ___________________ (full name) loses all rights of a member of the company from "___" ________ year.
The company guarantees payment to ___________________ (full name) of the cost of its share in connection with withdrawal from the company in accordance with the Federal Law “On LLC” and the company’s charter.
In connection with the withdrawal of a participant from the company and the acquisition of the participant’s share by the company, it is necessary to report these changes to the registration authority in the manner prescribed by law.
The vote was "for" - unanimously.

Participant leaving the society: _____________ /______________/

An approximate sample of a decision on the distribution of shares belonging to the company between participants (in this case, appendices C, D, L of the application in form P14001 are filled out).

Minutes of the extraordinary general meeting of participants
limited liability companies
"________________________" N__

G. ______________
"___" ________ 20___

Meeting time: ____________

Participants present:
_____________________

Quorum: 100%

The meeting has the authority to make decisions on issues on the announced agenda.

Agenda:

1. Election of the chairman and secretary of the meeting.
2. Distribution of shares owned by the company among participants.
3. Extension of powers of the general director of the company.

1. On the first issue of the agenda, ___________________ (full name) spoke, who proposed to elect ___________________ (full name) as chairman of the meeting, ___________________ (full name) as secretary of the meeting.
Resolved: to elect ___________________ (full name) as chairman of the meeting, ___________________ (full name) as secretary of the meeting.
The vote was "for" - unanimously.

2. On the second issue of the agenda, ___________________ (full name) spoke, who said that in connection with the withdrawal of participants from the company ___________________ (full name) (minutes No. ___ from "___" _______, certificate N _____________________), ___________________ (full name) (minutes No. ___ from "___" _______, certificate No. _____________________) and the acquisition by the company of shares of withdrawn participants in the total amount of ___% of the authorized capital of the company, as well as in accordance with clause 2 Art. 24 of the Federal Law "On LLC" it is necessary to distribute the share transferred to the company among all participants of the company in proportion to their shares.

Resolved: 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 of 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): a share 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, amounting to ________________ rubles.
The vote was "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.
The vote was "for" - unanimously.

Chairman of meeting: _____________ /______________/

Secretary: _____________ /______________/

Director of the company: _____________ /______________/

Introduction of changes to legal entities not related to changes in constituent documents in 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 both in paragraph 1 of the commented article and in paragraph 2 are submitted to the registration authority at the same time. That is, in such cases, two types of applications are filled out, and a state fee of 800 rubles is paid , amendments to the constituent documents of the legal entity are approved (sheet of amendments). In this case, 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 into compliance with Federal Law No. 312-FZ of December 30, 2008 (form P13001) and to change the passport details of the director (form P14001).

Minutes of the extraordinary general meeting of participants
limited liability companies
"________________" N ___

G. ______________
"___" ________ 20___

Participants present:
___________________
Total: ___ participant - all members of the society.
Quorum: 100%

The meeting has the authority to make decisions on issues on 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 into compliance with the Federal Law of December 30, 2008 N 312-FZ and other federal laws.
3. On entering into the Unified State Register of Legal Entities information about changes in the passport data of the director of the company.

On the second question: ___________________ (full name) said that it is necessary to bring the company’s charter into compliance with Federal Law No. 312-FZ of December 30, 2008 and other federal laws.
Resolved:
- bring the company’s charter into compliance with Federal Law No. 312-FZ of December 30, 2008 and other federal laws;
- approve the new edition of the company’s charter;
- register the new charter of the company in the manner prescribed by law.
The vote was "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 to enter information about changes in passport data into the Unified State Register of Legal Entities in accordance with the procedure established by law.
Decided: in the manner prescribed by law, enter into the Unified State Register of Legal Entities information about changes in the passport data of the director of the company ___________________ (full name).
The vote was "for" - unanimously.

Chairman of meeting: _____________ /______________/

Secretary: _____________ /______________/

Director of the company: _____________ /______________/

An approximate sample of a decision to change the location of the company and information about the types of economic activities (form P13001), as well as to change 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 present:
___________________
Total: ___ participant - all members of the society.
Quorum: 100%

The meeting has the authority to make decisions on issues on the announced agenda.

Agenda:

1. On changing the location of the company.
2. On changes in information about the director of the company.
3. On changes in information about the types of economic activities of the company.

Resolved:

1) change the location of the company to: _________________________;
2) in connection with a 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 activities 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 relating to the transfer of a share or part of a share in the authorized capital is provided for in the commented article in relation to limited liability companies. In this case, the registration authority shall submit documents confirming the basis for transfer of a share or part of a share(agreements of purchase and sale (donation) of a share, a statement of participants on 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”, a share or part of a share in the authorized capital of the company passes to its acquirer:
- from the moment notarization of the transaction aimed at alienating a share or part of a share in the authorized capital of the company;
- in cases that do not require notarization, from the moment appropriate changes are made to the Unified State Register of Legal Entities on the basis of title documents.
After notarization of a transaction aimed at alienating a share or part of a share in the authorized capital of the company, the notary who performed its notarization, within the deadline no later than within three days from the date of such certification, performs a notarial act of submitting to the registration authority an application for making appropriate changes to the Unified State Register of Legal Entities, signed by the company participant alienating the share or part of the 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 share or part of a share is transferred to the acquirer with the establishment of a pledge or other encumbrances, 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. The said application may be sent by mail with receipt of receipt or in the form of an electronic document, submitted directly to the registration authority, and also sent using fax and other technical means. In this case, an agreement between the parties to a transaction aimed at alienating a share in the authorized capital of the company and drawn up in writing may determine the method of transferring the specified application, taking into account the above requirements.
In addition, no later than within three days from the moment of notarization of the transaction, the notary who performed its notarization performs a notarial act of transferring to the company, the alienation of a share or part of a share in the authorized capital of which is carried out, a copy of the above statement. By agreement of the persons making the transaction, the company may be notified of this by one of the specified persons making the transaction. In this case, the notary is not responsible for failure to notify the society of the completed transaction.
It should also be taken into account that within three days from the moment of receiving the consent of the company’s participants, provided for in clauses 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 participant in the company;
- a participant in a liquidated legal entity - a participant in the company;
- the owner of the property of a liquidated institution, state or municipal unitary enterprise - a participant in the company;
- by the heir or before the executor of the will accepts the inheritance;
- a notary.
The application is accompanied by a document confirming the basis for the transfer of rights and obligations by way 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 proprietary rights to property or rights of obligation in relation to this legal entity.
Let's consider a case from judicial practice. The court satisfied the applicant's request to invalidate the tax authority's decision to refuse state registration of the company due to non-compliance with the procedure for alienation of a share in the authorized capital of the company. The requirement was satisfied, since, according to the court, the applicant submitted all the necessary documents to the registration authority, including documents confirming compliance with the pre-emptive right to purchase the share of the company's participants:
- an offer sent to the company’s participants about the intention to sell part of the share in the authorized capital to a third party;
- statements of company participants about refusal to use the pre-emptive right to purchase a share in the authorized capital of the company;
- a statement from the company about 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 company participants.
(See Resolution of the Federal Antimonopoly Service of the Moscow District dated 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 It is not the legal entity to which the merger was carried out that is subject to state registration, but changes and additions to its constituent documents. Therefore, the merging legal entity submits to the registration authority at the location of the legal entity to which the merger is being carried out:
- an application to make a record of the termination of the activities of the affiliated legal entity in form R16003 (for non-profit organizations, the decision on state registration of which is made by the Ministry of Justice of the Russian Federation, in form RN0009, approved by Resolution of the Government of the Russian Federation of April 15, 2006 N 212 “On measures for the implementation of certain provisions of Federal laws regulating the activities of non-profit organizations");
- deed of transfer;
- agreement on accession;
- certificate from the Pension Fund of the Russian Federation;
- copies of publications in the State Registration Bulletin and copies of documents confirming compliance with the procedure for written notification of creditors.
In this case, the person to whom the merger was carried out submits the following documents to the registration authority:
- application for state registration of changes in 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 form RN0003, 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 the legal entity in a new edition or a list of amendments to them;
- decision to amend the constituent documents of the legal entity;
- receipt for 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 its authorized capital. In this case, the following documents are submitted to the registration authority:
- a statement in form P14002, 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 its 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 registration authority 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 information on the value of the net assets of a joint stock company to the registration authority for inclusion in the Unified State Register of Legal Entities on the basis of the above statement (on this issue, see also the commentary to Article 7.1 of the Law).

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