When choosing an LLC as a form of doing business, an entrepreneur thinks about what attributes are necessary for the proper conduct of business. After registering an organization with the tax authorities, it is worth thinking about a seal, which until recently was necessary to confirm the authenticity of documents. What is the situation in 2017 and is it necessary to register the seal of an LLC with a special department?
Is an LLC required to have a seal?
Today, having a seal for an organization is not a prerequisite for activity. LLCs received this right in 2015 after the Federal Law came into force (Federal Law No. 82 of 04/06/2015). It explains that the use of a seal for LLCs and other organizations or individual entrepreneurs is voluntary and depends on the charter of a particular company.
This decision applies to both newly formed LLCs and those that were registered before the law was signed. True, there is a certain division that needs to be taken into account:
- LLCs created before 04/06/15.
- LLCs registered after 04/06/15.
In the first case, the organization must decide whether a seal is needed and whether it is worth using in the future. There is a footnote in the law that states that if there is a seal, its imprint must be on all important documents in tandem with the personal signature of the manager. If the situation changes, the company needs to make adjustments to the charter and all significant documents.
If there is a seal, its imprint must be on all important documents in tandem with the personal signature of the manager.
The new organization needs to decide on the need to produce a seal and register it. It is worth noting here the fact that, despite the fact that organizations were given the opportunity to independently decide on the presence of a seal, some departments and commercial banks still require the signature to be supported by the seal of an LLC. Therefore, we will give recommendations to those who decided to make their own seal to avoid unforeseen situations.
Making a seal and registering it
Making a seal for an LLC is quite simple. Licensing of organizations providing this service has been cancelled, and therefore you can contact any specialized institution. The production of a seal can be ordered only after the LLC has been registered with the tax office.
Typically, printing takes one to two days. But the director of the LLC and all the founders are concerned about the need to register the main seal and other stamps with specialized departments.
Let's give an explanation. Based on the fact that in the Russian Federation there is no agency that performs the function of collecting information about all manufactured seals, the LLC has no obligation to register its seal. An organization can carry out this procedure only on its own initiative.
It is believed that registering seals will avoid risks that are often associated with fraud in relation to contracts or payment documents. Therefore, it is worth considering entering information about the seal of a limited liability company into some register.
Registration methods
There are several ways to register a seal:
- in the same organization that was engaged in manufacturing;
- in the tax office;
- in the Ministry of Internal Affairs of the Russian Federation;
- in a specialized regional center, if available.
Registration at the place of manufacture
Serious organizations involved in the production of seals value their reputation. Therefore, they keep a record of every stamp made to order. The creation of an LLC seal is accompanied by entering information into a journal, where employees enter the date of manufacture, the name of the LLC, and where they leave an impression of the seal, so that in the event of controversial issues it is possible to compare the original and the fake. The creation of such a record is a personal initiative of serious companies that issue a document on the production of the seal and its license plate in this register.
Registration with the Federal Tax Service
You can leave information about the company's seal with the tax service. This is not an obligation of the LLC, but if it is decided to use not only the manager’s signature, but also an imprint on all reporting documents, then you can independently provide such information to the department.
Registration of the seal with the tax office will allow you to avoid forgery in reporting documents. If necessary, you can contact the tax office to provide evidence to the inspection authorities. The tax office creates a record of the seal of a particular LLC only at the initiative of the company, and this is not an obligation prescribed by Russian law in relation to commercial and non-commercial activities.
Registration of the seal with the tax office will allow you to avoid forgery in reporting documents.
Documents for production and registration
There are no rules for registering a seal for an LLC. If there is a need for its production, then you need to provide the following forms:
- OGRN of the company – original and copy.
- TIN and KPP of the company - original and copy.
- Identity card of the manager submitting the application for production and registration of the seal. This can be a trusted person with a notarized power of attorney.
- You can write an application in any form addressed to the director of the registering organization.
- Some LLCs additionally submit a sketch of the future seal, which is developed and approved by the company.
Perhaps this is the main package of documents. A serious stamp manufacturer will not fulfill an order if there are no documents confirming the legality of the LLC.
Let's sum it up
If until April 2015 only individual entrepreneurs were exempt from the obligation to have a round seal, then after Federal Law No. 82 came into force, this rule extended to limited liability companies. The general director or board of directors independently decides on the use of the company seal and enters this information into the constituent documents.
Registration of a seal is also carried out at the discretion of the LLC. There are no regulations or instructions here. Therefore, you can refuse this procedure. But companies that want to maintain the status, respect and trust of their partners should consider ensuring that their seal is protected from fraudsters.
Choose for production those organizations that care about customers and independently form a database of issued copies of seals.
OGRN is not a mandatory seal requisite. However, indicating only the name of the company is not sufficient.
For LLCs, the issue of printing is regulated by Art. 2 of Federal Law of February 8, 1998 No. 14-FZ. This norm states that the seal of the society Necessarily must contain:
1) its full company name in Russian
2) and an indication of its location.
There are no other printing requirements. You can add any other data to the company seal.
The rationale for this position is given below in the materials of the GlavAccountant System and in the materials of the Lawyer System.
1. Article: Six misconceptions about what a stamp on documents can be and where to put it
Again, companies are not prohibited from making multiple seals. It only follows from the laws that all joint-stock companies and LLCs are required to have a round seal. It must indicate the full name and location of the organization (Article 2 of the Federal Law of December 26, 1995 No. 208-FZ and Article 2 of the Federal Law of February 8, 1998 No. 14-FZ). In addition to such mandatory details, many also include TIN and OGRN in the imprint. In general, you can add any other data to the company seal.*
How to make an LLC seal
A limited liability company (hereinafter referred to as LLC) must have a round seal containing its full corporate name in Russian and an indication of the location of the company. The company's seal may also contain the company's company name in any language of the peoples of the Russian Federation and (or) a foreign language (Clause 5, Article 2 of the Federal Law of February 8, 1998 No. 14-FZ “On Limited Liability Companies”; hereinafter referred to as the Law about LLC).
There are no other requirements for the seal of an LLC.
Typically the seal contains:
- organizational and legal form - limited liability company;
- full name of the company;
- OGRN;
- locality in which the LLC is registered.*
You can make a seal in any appropriate workshop. Production time is usually from one to three days. In some cases, for this purpose they are asked to present a certificate of state registration. The director's presence is usually not required. It must be borne in mind that seals have different degrees of protection (depending on the material from which they are made, the print design, etc.).
The law does not prohibit LLCs from having additional seals, for example, “for contracts”, “for acts”, etc.
It is not necessary to register the LLC seal in the seal registry, but it can reduce the company's risks.
Konstantin Zaboev
Candidate of Legal Sciences, Chairman of the 4th Judicial Panel of the Arbitration Court of the Sverdlovsk Region
Vladislav Kuznetsov
Editor-in-Chief of the USS "System Lawyer"
Ekaterina Nikonova
The seal has become an optional attribute of a legal entity (Federal Law dated April 6, 2015 No. 82-FZ). Which organizations are given the right to refuse printing? What difficulties await daredevils? How to treat incoming documents from third-party organizations without a seal, if previously it was mandatory on them?
The Government of the Russian Federation is purposefully fighting against many echoes of the legacy of the past, which, in its opinion, are holding back the development of the economy of our country. One of these was the familiar rubber seal. According to Dmitry Medvedev: “It is obvious that the so-called round seal is a legacy of the past, and now it does not have the importance that was given to it in the pre-revolutionary, post-Soviet and Soviet periods. With the modern development of technology, the presence of a seal does not guarantee the authenticity of a document.” As a result, the Government of the Russian Federation developed and submitted to the State Duma in October 2014 bill No. 636191-6, according to which the round seal becomes an optional attribute for the organization and its use is allowed along with other identification methods, such as an electronic signature, special forms companies, holograms and the like.
Now it has received the status of Federal Law No. 82-FZ dated 04/06/2015 “On amendments to certain legislative acts of the Russian Federation regarding the abolition of the mandatory seal of business companies” (hereinafter referred to as Law No. 82-FZ).
Who did you bother?
The “stamp” seal is a unique phenomenon, whose origin is lost in ancient times. Its prototypes arose long before the advent of writing in the form of generic signs, which marked the ownership of a thing, were carved on tools and embroidered on clothing. The first seals in a more familiar form appeared almost simultaneously with the advent of writing. Already in Mesopotamia, to confirm the authenticity of documents, special cylinders were used to stamp an inscription or ornament. In the Middle Ages, with the decline in general literacy, a seal depicting the feudal lord's coat of arms became a full-fledged replacement for his handwritten signature. The Chinese, and after them the Mongols, actively used special plates (pays/paizas) to confirm the authority of its owner both in personal communication and on signed documents. For many years, printing was a necessary attribute in Soviet and then Russian office work.
Why did Russia decide to interrupt this long history right now? On the one hand, in the absence of a mandatory registration procedure for stamps, with the spread of the necessary equipment and the reduction in the cost of production, clichés began to be produced at any corner. There are many opportunities for falsification.
On the other hand, it is extremely difficult to perfectly forge a cliche so that a professional expert does not notice the difference in the prints. Yes, the untrained eye will not see the differences between the original and the forgery, but in the same way it will not see the differences between the original and the forged signature, but no one has yet proposed eliminating the need to hand-sign paper documents.
In fact, printing in the document flow that exists now has lost a significant share of its significance. Moreover, the reason for this was not only objective indicators, but also the purposeful activities of legislators. The first significant step in this direction was made with the adoption of the first part of the Civil Code of the Russian Federation, which, in essence, established the superiority of a signature over a seal. Since then, legislation has been quite deliberate in eliminating the need to stamp clichés on documents. Suffice it to recall the revolutionary refusal for its time to print on invoices.
But still, why now? The answer lies on the surface and is quite simple. Liberals in the Government of the Russian Federation are in this way trying to move our country up in the ranking (annual report) of the World Bank “Doing Business”. Formally, this rating determines the investment attractiveness of the state. It contains a number of indicators, one of which is “business creation”. According to employees of our government, reflected in the roadmap “Optimization of registration procedures for legal entities and individual entrepreneurs” (Order of the Government of the Russian Federation dated 03/07/2013 No. 317-r), the exclusion of “rubber” stamps from circulation reduces the number of procedures for state registration and, accordingly, improves Russia's performance in the ranking. This purpose is expressly stated in the accompanying documents to the bill abolishing the seal. Someone may consider that in the current international political situation such aspirations have largely lost their motivation, but at least they will be able to note the consistency of the Government of the Russian Federation in implementing previously made decisions. And some look further, anticipating a rollback from attempts at economic isolation and strangulation of Russia in the opposite direction. Moreover, the “rollback” can be at the same pace and force as the initial “rollback”. International politics is now unfolding at lightning speed!
How do we cancel and where?
Technically, the process of removing the seal as a mandatory requisite of a document from circulation has been going on for quite a long time - this, as we have already noted:
- establishing priority of signature over seal when signing contracts,
- the next big step can be considered the exclusion of printing from the details of invoices,
- after which it became logical to exclude the mention of seals in the accounting law.
Now the work to change business practices has received its logical continuation. Law No. 82-FZ on the abolition of the seal makes changes primarily to the laws on corporate organizations (LLC and JSC). The text of the amendments in both laws is essentially identical. Let's compare the “old” and “new” editions (the changes are highlighted in the Table).
Table
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As you can see, seals are not canceled or prohibited. Their use in the future becomes right of organization However, the mandatory use of the seal in cases regulated by law remains mandatory.
Simultaneously with these two fundamental documents, changes are being made to a number of federal legislative acts. However, in them they are limited to including in the text after each mention of affixing a seal the phrase “(if there is a seal).” Such documents include:
- Part 2 of the Civil Code of the Russian Federation (regarding warehouse receipts);
- Labor Code of the Russian Federation (Article 230);
- Arbitration Procedural Code of the Russian Federation;
- Civil Procedure Code of the Russian Federation;
- Federal Law of November 22, 1995 No. 171-FZ “On state regulation of the production and turnover of ethyl alcohol, alcoholic and alcohol-containing products and on limiting the consumption (drinking) of alcoholic products”;
- Federal Law of April 22, 1996 No. 39-FZ “On the Securities Market”;
- Federal Law of July 21, 1997 No. 122-FZ “On state registration of rights to real estate and transactions with it”;
- Federal Law of July 16, 1998 No. 102-FZ “On Mortgage (Pledge of Real Estate)”;
- Federal Law of December 21, 2001 No. 178-FZ “On the privatization of state and municipal property”;
- Federal Law of October 2, 2007 No. 229-FZ “On Enforcement Proceedings”;
- Federal Law of December 26, 2008 No. 294-FZ “On the protection of the rights of legal entities and individual entrepreneurs in the exercise of state control (supervision) and municipal control”;
- Federal Law of November 27, 2010 No. 311-FZ “On customs regulation in the Russian Federation”;
- Federal Law No. 44-FZ dated April 5, 2013 “On the contract system in the field of procurement of goods, works, and services to meet state and municipal needs.”
Let us pay attention to some features of the new Law No. 82-FZ.
Firstly, it does not in any way regulate the requirements for seals previously established by the local legislation of constituent entities and municipalities. Accordingly, if local legislation requires the organization’s seal to be affixed to any documents (requests, powers of attorney, appeals, etc.), then the organization will not be able to refuse to use it.
Secondly, Law No. 82-FZ does not affect a number of organizations. First of all, these are non-profit organizations (clause 4, article 3 of the Federal Law of January 12, 1996 No. 7-FZ (as amended on March 8, 2015) “On Non-Profit Organizations”) and state, municipal unitary enterprises (clause 3, article 2 Federal Law of November 14, 2002 No. 161-FZ “On State and Municipal Unitary Enterprises”), accordingly, they must still have and use a seal. However, this is not surprising, since these types of legal entities are not included in the World Bank rating. In addition, business companies engaged in educational activities also find themselves outside the regulation of the new law. According to the Federal Law of December 29, 2012 No. 273-FZ “On Education in the Russian Federation,” documents on education or qualifications must contain the seal of the organization that provided the training. This means that the seal will be needed by those industrial enterprises that carry out professional development of their own workers at their base. Without it, they will not be able to improve their qualifications.
The legislator ignored the Tax Code of the Russian Federation (the seal is mentioned in subclause 6 of clause 5 of Article 186.1) and the newly adopted Code of Administrative Proceedings of the Russian Federation (clause 6 of Article 57), which comes into force on September 15, 2015. In addition, we should not forget about the mass of by-laws that provide for the affixing of a seal. Moreover, until a number of them are changed or canceled, the norms set out in Law No. 82-FZ cannot be applied:
- We are talking, in particular, about the Decree of the Government of the Russian Federation dated April 16, 2003 No. 225 “On work books”. According to the “Rules for maintaining and storing work books, producing work book forms and providing them to employers” approved by this resolution, the employer cannot do without a seal. It is necessary in order to create a new work book for the employee and to certify the dismissal record.
- Also, an almost insurmountable obstacle to abandoning the mandatory seal for banking organizations created in the form of business entities will be the many acts issued by the Central Bank of Russia, which mention the need to affix a seal. Here it is appropriate to recall the Regulations on the rules of accounting in credit institutions located on the territory of the Russian Federation, as well as the Instruction of the Bank of Russia dated May 30, 2014 No. 153-I “On opening and closing bank accounts, deposit accounts, deposit accounts” . The card with sample signatures must have the seal of a legal entity!
- In addition, do not forget about the approved standard reporting forms, which are marked “M.P.” (place of printing). After all, government agencies can classify it as a mandatory requirement to affix a seal.
Since Law No. 82-FZ on the abolition of the seal does not contain general rules defining what to do if a seal is required within the framework of a by-law, the latter continue to be in force. The indication that in the future the procedure for using the seal will be determined only at the level of federal legislation, in this case, in our opinion, will not work, since it is aimed at other situations. It would be quite simple to solve this problem, for example, by determining that from the moment the provisions of the new law come into force, they take precedence over other documents and all other legislative acts are applied to the extent that they do not contradict Law No. 82-FZ. However, this was not done. However, it is quite clear why - this would create too much confusion within the framework of existing procedures. Applying different rules for commercial and non-profit organizations cannot lead to anything good.
To use printing or not?
This question, in our opinion, has a clear answer. If you do not want to face additional problems in your work in the form of frequent conflicts with specialists from banks and various government agencies, as well as with all those who have not yet heard of “abolition of the seal,” then live the old fashioned way - with a seal.
If you think that printing is unnecessary in your work, then be prepared to carry with you for the next year and a half (until everyone gets used to it):
- a printout of the law that made seals a right and not an obligation for business entities;
- articles of association;
- extract from the unified state register of legal entities;
- a pile of information letters signed by the general director stating that, in accordance with current legislation, the company does not use a seal.
Moreover, some particularly meticulous employees of counterparties may ask to provide, for example, a notarized document containing the signature of the general director.
If you decide not to print
If we haven’t dissuaded you, and you still decide to follow fashion trends, then you will need to:
- This should be specifically stated in the charter. Why? Firstly, this is now directly required by the laws on LLCs and JSCs (see Table). And secondly, any lawyer who, as part of his job, is faced with the need to analyze the charters of organizations, will tell you: “The more specific and simpler its provisions, the easier it is to work.” And it will be easier for you to work with counterparties. We can offer, for example, the following edition:
Example
Wording about the absence of a seal in the organization’s charter
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1.5. The Company does not have a round seal, which serves to identify it by indicating on it the full company name in Russian and the location of the Company.
The company may have and use in its work stamps and forms with its name, its own emblem, and may also have trademarks and other means of individualization registered in the prescribed manner. The procedure for using the company’s identification means is determined by this charter and local regulations of the Company.
- As a rule, an organization has more than one seal (the main one, “stamp”), but also additional ones, in the name of which “For documents” or “HR Department”, etc. is added. Giving up the main seal while retaining additional ones is illogical.
If the regulation of working with seals in your organization has been established, then you will have to adjust these documents(for example, Regulations on the use of seals and stamps, relevant orders assigning persons responsible for the safety and use of seals). - When approving templates for primary accounting documentation and other documents, make sure that there are no “MP” marks on the forms.
If they came to you without a stamp
To determine the powers of the person who contacts you, acting on behalf of an organization that does not have a seal, it is recommended to request, in addition to the usual list of documents in such cases, the following:
- a copy of the organization's charter;
- a letter containing an indication that the organization does not have a seal.
Only if they are available, it is possible to accept primary documents without a seal of the counterparty (if printing on them was previously required). If they are not there, then your organization may, in the eyes of the tax authorities, appear to have “failed to exercise due diligence when choosing a counterparty.” As a rule, quite serious consequences follow from this in the form of collection of penalties, fines and arrears to the budget.
The general conclusion about the new law is completely ambiguous. On the one hand, formally the step is quite progressive. The result of the implementation of this law will be a simplification of the procedure for processing documents in the field of activity of business entities, taking into account the widespread increase in the use of electronic signatures in document flow. In addition, this may encourage the use of other, more advanced identification methods, which will have a beneficial effect on business turnover.
On the other hand, all these innovations are very narrowly “tailored” to specific organizational and legal forms of legal entities, and therefore will not affect the overall business turnover as globally as they could. However, when creating the draft of this law, no one really hid that its task was not so much to change the existing practice, making it more convenient, but to improve the country’s position in the international ranking. This follows directly from the explanatory notes accompanying the bill at every stage of its passage through the State Duma. In fact, this document is aimed not so much at the development of legislation and business turnover in our country, but at “throwing dust in the eyes” of international organizations and creating a positive image of the state among investors.
At the same time, it is necessary to agree with the opinion of the specialists of the legal department of the apparatus of the Federation Council of the Federal Assembly of the Russian Federation, expressed in the explanatory note to the draft federal law No. 636191-6 that “the abolition of the mandatory presence of a seal may require resolving the issue of clarifying the means of individualization of business companies that have a seal is absent and, accordingly, proper confirmation of the powers of their officials may cause difficulties in law enforcement practice.”
Clause 7 of Article 2 of the Federal Law “On Joint-Stock Companies” dated December 12, 1995 N 208-FZ:
“The company must have a round seal containing its full company name in Russian and an indication of its location. The seal may also indicate the company name in any foreign language or the language of the peoples of the Russian Federation.
The Company has the right to have stamps and forms with its name, its own emblem, as well as a trademark registered in the prescribed manner and other means of visual identification."
REQUIREMENTS FOR THE CONTENT OF THE PRINT OF A LIMITED LIABILITY COMPANY
Paragraph 5 of Article 2 of the Federal Law "On Limited Liability Companies" dated 02/08/98 N 14-FZ:
“The company must have a round seal containing its full company name in Russian and an indication of the location of the company. The company’s seal may also contain the company name in any language of the peoples of the Russian Federation and (or) a foreign language.
The company has the right to have stamps and forms with its corporate name, its own emblem, as well as a trademark registered in the prescribed manner and other means of individualization."
REQUIREMENTS FOR THE CONTENT OF THE PRINT OF A NON-PROFIT ORGANIZATION
Clause 4 of Article 3 of the Federal Law “On Non-Profit Organizations” dated January 12, 1996 No. 12-FZ:
“A non-profit organization has a seal with the full name of this non-profit organization in Russian.
A non-profit organization has the right to have stamps and forms with its name, as well as a duly registered emblem."
REQUIREMENTS FOR THE CONTENT OF THE STAMP SEAL
Requirements for the details of seals with the coat of arms (official seals):
The full name of the legal entity in the nominative case, in brackets - its short name (if any);
Main state registration number (OGRN);
Taxpayer Identification Number (TIN);
Code according to the All-Russian Classifier of Enterprises and Organizations (OKPO).
The following persons have the right to place the State Emblem of the Russian Federation on the seal:
Federal government bodies, other government bodies, organizations and institutions;
Organizations and institutions, regardless of their form of ownership, vested with individual government powers;
Bodies carrying out state registration of acts of civil status;
Notaries;
Justices of the peace.
REQUIREMENTS FOR THE CONTENT OF THE COMPANY STAMP
The current legislation does not provide specific requirements for the content of stamps of organizations and individual entrepreneurs.
The organization has the right to independently determine the content and order of display of information in the stamp. The stamp may include details, address and telephone number of the company, a place for the outgoing number, as well as any other information. Stamps are used to speed up document flow in an organization.
TYPES OF DIES
Corner stamp- contains details of the organization (name, legal and actual address, contacts and bank details). The stamp with details has a wide range of applications and is indispensable when filling out a number of documents.
Registration stamp- determines the organization’s responsibility for the document, establishes the duration of its execution. The registration stamp contains the full name of the organization, date and document number, full name. responsible person.
Stamps with standard words allow you to quickly and easily indicate the status of a document or stages of its development. In office work, the following standard stamps are used with the words: “SAMPLE” - “SHIPED” - “WAREHOUSE” - “ACCOUNTING” - “HR DEPARTMENT” - “URGENT” - “PAIED” - “RECEIVED” - “RECEIVERED” - “CORRECT COPY” - “THE COPY IS COMPICATED WITH THE ORIGINAL.”
Triangular stamps used by supply departments of commercial organizations, post offices, medical institutions, pharmacies and other organizations and institutions to carry out business transactions.
Article 325 of the Criminal Code of the Russian Federation. Theft or damage to documents, stamps, seals.
1. Theft, destruction, damage or concealment of official documents, stamps or seals, committed out of mercenary or other personal interest, is punishable by a fine in the amount of two hundred to five hundred times the minimum wage, or in the amount of the wages or other income of the convicted person for a period of two up to five months, or correctional labor for up to two years, or arrest for up to four months, or imprisonment for up to one year.
2. Theft of a citizen’s passport or other important personal document is punishable by a fine in the amount of one hundred to two hundred times the minimum wage, or in the amount of the wages or other income of the convicted person for a period of one to two months, or by correctional labor for a term of up to one year, or arrest for up to three months.
Comments:
1. The concept of theft is close to the concept of theft (see commentary to Article 158 of the Criminal Code) and is common to all cases of conversion or attempted conversion of the subject of a crime into the property of the perpetrator, regardless of the purpose and motives of the crime and whether the subject of the crime is of property value.
2. Destruction is the complete physical (technical) elimination of the items of crime specified in Article 325.
3. Damage to these items is partial physical (technical) damage to the material on which they are made (paper, form, etc.), with distortion of their content and (or) meaning.
4. Concealment of these items is their concealment (in a specially selected or prepared for this place, hiding place, etc., or by transferring them for storage to a third party, etc.).
5. The concept of official documents is given in the commentary to Article 324.
6. Stamps - hand-made printing forms (clichés) with a certain text, intended for making impressions when drawing up documents (such an impression is usually accompanied by appropriate written additions: document number, date of issue, etc.).
7. Seals - objects with carved signs to make an imprint (contain an image of the State Emblem, the name of an institution or organization, etc.). Seal impressions serve as evidence of the authenticity of the document.
8. The subjective side of the crime is characterized by direct intent and motive (selfish or other personal interest).
9. On the concept of self-interest, see the commentary to paragraph “z” of Article 105.
10. Other personal interest within the meaning of the commented article is devoid of signs of self-interest and is not necessarily base (for example, the desire to help a loved one who is in difficulty or distress).
11. Part 2 of the commented article provides for liability for the theft of a passport or other important personal document from a citizen (of the Russian Federation or another country).
12. A passport is an identity card with its basic data (day, month, year and place of birth, citizenship, nationality, marital status, etc.). A passport certifies permanent or temporary registration at the address indicated in it. In some cases, it is the only form of identification that gives its owner the opportunity to enter into certain legal relations. The passport can be domestic or foreign (for leaving the country).
13. Another important personal document within the meaning of Part 2 may be a citizen’s pension certificate, work or order book, license for the right to engage in the business activity specified therein, deed of purchase for a house, driver’s license, etc. These personal documents are of an official nature. Their importance is assessed by the court.
14. The subjective side of the crime provided for in Part 2 is characterized by direct intent. Unlike Part 1, the motive for the crime is not specified here, therefore, it can be anything (selfish, otherwise base, etc.).
15. A person who has reached 16 years of age may bear responsibility for a crime committed.
In April of this year, changes were made to the Legislation of the Russian Federation allowing institutions to abolish the round seal. According to recent changes, use since 2015 is now a right rather than an obligation. The abolition of these requirements in the law is caused by the gradual transition of most companies to electronic document management and more modern methods of protecting business papers.
Information about the presence or absence of a round seal or other stamp in an institution must now be reflected in the Charter. Previously, there was no such need, since all organizations were required to have this requisite and it was stated in the Regulations. In this regard, the head of each organization must decide for himself whether to exercise this right or not. First of all, you need to find out under what circumstances the presence of a round seal in an organization may be necessary.
A round seal of an organization may be needed in the following cases:
- When preparing certain types of documents in which the requirements stipulating its availability continue to apply. These types include BSO.
- When preparing work books
- When preparing title documents
- When submitting copies of documents to the Tax Inspectorate, they are usually required to be certified with a seal
- With “paper” reports to the Federal Tax Service, since this kind of reporting requires the presence of a stamp. Entrepreneurs who submit the same reports electronically have not used this information for a long time.
- When drawing up certain types of contracts
Another advantage of a stamp is the fact that its presence on an organization’s contracts increases its authority and customer trust. In addition, a stamp increases the security of business papers, since it is more difficult to forge than a signature. Institutional stamps eliminate the need to manually write information about the name of the company, its details and other necessary information. And in the absence of a stamp, in some cases there may be requirements for the creation of other methods of protection. For example, for electronic documents – an electronic digital signature.
The downside is that if the Charter stipulates the presence of a stamp in an institution, it will have to be applied not selectively, but in all documents. Also a minus is the expense of the article on the purchase of this requisite for the company.
Despite the fact that the requirements for an organization’s seal changed somewhat in 2015 and now no one can legally force an institution to use a stamp in its activities, you still need to accept the fact that there are much more advantages to using it than disadvantages.
What should be indicated on the organization's seal?
If you are the head of a newly formed organization and, having weighed all the pros and cons, have come to the conclusion that your institution needs a seal, the question arises: what should it look like, what mandatory details of the organization’s seal should be present on the imprint? First of all, it should be noted that the requirements for the appearance of the organization’s round seal, despite the abolition of its mandatory use in the organization, have not changed.
All stamp products of institutions are also divided into main (round seals for legal entities) and auxiliary (for accounting, for personnel, for certificates, etc.).
Description of the main seal of the organization:
- The organization's seal must be only round in shape.
- Details are located along the edges
- The organizational and legal form is indicated
- City of registration
- The name, exactly according to the Charter, is located in the middle of the stamp
- The font is selected individually
Auxiliary stamps have different shapes and contents, depending on their purpose. The stamp imprint must be clear and readable.
If you are the head of an existing organization that has already used a seal before, do not rush to give it up. Despite the cancellation of the organization's seal, there are still many unanswered questions about this matter. Therefore, it is better to postpone the elimination of this requisite and wait for the appropriate explanations from officials about what to do with some documents that must be certified with a stamp. In addition, there is no guarantee that after some time the law will not be amended to require previously registered companies to continue to use the seal.