Tip 1: How to amend the constituent documents

Tip 1: How to amend the constituent documents



The economic activity of a society is always connected with certain changes in, whether it is an increase in the authorized capital or a changelegal address. According to the current legislation, all changes must be registered by state bodies. To avoid unnecessary problems, it is very important to amend the constituent documentation correctly.





Registration of amendments to the constituent documents


















You will need




  • Decision on making changes;
  • new edition of constituent documents;
  • completed forms for the tax authority;
  • documents confirming the changes;
  • payment of state duty.




Instructions





1


Constituent documentation companies contain important information about thesociety. Therefore, all data is stored in the Unified State Register of Legal Entities, which means that any changes must be registered properly with the tax authority. It should be noted that not all changes entail changes to the constituent documentation. For example, the change of the Director of the company must also be registered, however, documentation influence does not render.





2


Mandatory introduction of amendments to the constituent documentation entail the following cases:- renaming the company, - increasing or decreasing the authorized capital, - changing types of activities, - changing the legal address, any changes in the text of the constituent documents.





3


To make changes to the constituent documentation it is necessary to prepare a new version of the CharterThe company in which the changes will be displayed. At the same time, remember that in order to approve a new version of the Charter, members of the company must prepare a decision or a protocol that confirms the changes in the company and approves this edition. That is, the new version of the Charter is created on the basis of the decision of the company's participants.




Prepare a new version of the Charter





4


To submit documents to the tax it is necessary to fill out the forms established by the tax authority. Such forms must be notarized by the person filing documentation to register changes. Documents confirming the amendments to the constituent documents documentationshall be submitted by the person authorized to do so bythe relevant tax authority. The list of documents required to confirm a particular type of change is contained in the Federal Law "On State Registration of Legal Entities".





5


If all changes to the constituent documentation are properly decorated and supported by the necessarydocuments, the tax service accepts them for consideration, after which on the seventh working day after filing you will be able to receive the registered new edition of your constituent documents.




























Tip 2: How to make changes in the constituent documents of the legal entity?



When the name of the company changes or a new leader is elected, Change in constituent documentation. To do this, issue an application on a special form, draw up a protocol of the board of the company's participants, pay a state fee. Send the documentation package to the registering authority.





How to make changes in the constituent documents of a legal entity?








You will need




  • - receipt of payment of state duty;
  • - application form in the form p13001;
  • - a decision to amend the constituent documents;
  • - company documents.




Instructions





1


Collect the board of participants. At the meeting of the founders, draw up a protocol. On the agenda, take the opportunity to amend the constituent documentation. Indicate which items of the charter, other constituent document have changed. Verify the protocol with the signatures of each participant.





2


With the sole founder of the company,single decision. The document is signed by the participant, certified by the seal of the company. The substantive part of the decision specifies the list of changes to be made to the constituent documentation organization.





3


Write a statement. Use the form p13001 for this. On the first page of the special form, enter the company name (if renaming, specify the old name). Enter the TIN, CAT, OGRN, as well as the registration address of the company.





4


When making changes due to renamingcompany, fill out the application form A, where you enter the old and new company name. If the address of the organization's location changes, enter the previous and current address on sheet B. When the size of the authorized capital varies, the sheet B is filled, where the size on which the warehouse (authorized) capital has changed is indicated.





5


Write a document in which you write the text andthe date of the decision to amend. When renaming, specify the old, new name. When changing the authorized capital, indicate the amount for which it changed, as well as the reason why it happened.





6


Pay the state fee. Receipt or statement of the bank, confirming the fact of payment of the fee, completed application, protocol (decision), as well as the text of the changes, transfer to the registering authority. Within five working days you will be issued a certificate with a new name, address or other props that has changed.












Tip 3: How to register changes in the constituent documents



Registration of changes to the constituentdocuments of a legal entity are made in accordance with the Federal Law "On State Registration of Legal Entities" No. 129-ФЗ of 08.08.2001. It is possible to change the composition of the founders of a legal entity, the amount of the authorized capital, location, and activities of the organization.





How to register changes in the constituent documents








You will need




  • - certificate of registration of the Unified State Register of Legal Entities;
  • - certificate of registration in the tax;
  • - constituent documents;
  • - notices of registration with the Pension Fund and the MHIF;
  • - orders appointing the head and chief accountant of the organization;
  • - information on those changes that are planned to be made;
  • - documents, depending on the composition of the information entered.




Instructions





1


Depending on the type of changes introduced, whetherchange of the director, change of the name of the organization, change of types of activity, the procedure for state registration will be carried out in different ways. The difference lies in the form of the application and the amount of the state fee.





2


If Change relate to the change of director of the enterprise, to youa protocol of the meeting of the company's participants on the director's change, a notarized application form P14001, an order appointing a new director will be required. These documents are transferred to the Inspectorate at the place of registration of the legal entity. After making changes, it is necessary to notify the bank in which the legal entity is serviced.





3


When changing the activities of a legal entityit is required to make changes in the Unified State Register of Legal Entities. You will need the minutes of the meeting of the company's participants on making changes in the types of activity, the application filled in and certified by the notary in the form of P14001. These documents are submitted to the Tax Inspectorate. The period for making changes in the Unified State Register of Legal Entities is 7 days. After that, you will be issued a Certificate of Corresponding Changes to the Unified State Register of Legal Entities.





4


To change the name of a legal entitya protocol of the decision of the general meeting of the company's participants on the name change, a form of application filled in and certified by the notary with the form P13001, a receipt for payment of the state fee of 400 rubles, a new version of the charter with a new name of the company. Documents are submitted to the IFNS. After changing the name, you need to change the seal, update the codes in the statistics department, get new registration numbers in extra-budgetary funds (Pension Fund, MHIF). Be sure to notify the bank about the change of the name of the legal entity and renew the contract of banking service.





5


In the package of documents for registering the address changeincludes: a protocol with a decision to change the legal address, created by the results of the general meeting of the founders; an application for registration of changes related to the introduction of amendments to the constituent documents (Form 13001 with a completed sheet at the legal address); articles of association; request for making a copy of the charter and receipts for payment of state duties (for registration of changes and for a copy of the charter). The change of legal address lasts 5 days. Also, you need to update the statistics codes and report the change of address to extra-budgetary funds.











Tip 4: How to amend the constituent documents



In the process of economic activityheads of companies can change the legal address or type of activity, increase the authorized capital, rename the organization. Amendments to the constituent documents must be properly executed, that is, to sign all the necessary documents and submit them to the tax inspectorate for further registration.





How to amend the constituent documents







All data about the organization are stored in the UnifiedState Register of Legal Entities (EGRUL). Therefore, all changes related to the company's activities should be registered with the tax inspectorate. But before you do, you need to make changes to the constituent documents. Changing the legal address To change the legal address, you need to hold a meeting of founders and solve the issue that concerns the location of the enterprise. The decision of the meeting participants is made in the form of a protocol. This document must be notarized. A month before the submission of the application for changing the address to the tax office, you must order an extract from the Unified State Register of Legal Entities. This document is also included in the package of documents for registration of changes. Fill out the application form # P13001, but do not sign it. Your signature must be certified by a notary. Remove copies of all constituent documents (charter, certificate of registration and assignment of TIN). Also, in the tax authorities you must provide a lease or a certificate of ownership. Pay the state fee for registration of changes (800 rubles). All of the above documents are taken to the Federal Tax Service. Within 5 working days you will receive an extract from the Unified State Register of Legal Entities. If, with a change of legal address, the tax inspectorate also changes, you need to remove the company from the register in one inspection and register it in another. In this case, in addition to the extract from the Unified State Register of Legal Entities, you will receive a new certificate of registration and the assignment of an INN. It is important: notify the off-budget funds about the change of the legal entity, for this, issue a statement. Increase of the authorized capitalIn the first place, you must decide to increase the authorized capital. To do this, hold a meeting of shareholders. Summarize the results in the form of a protocol, in this document you must indicate the amount of the additional contribution and the way to increase the fund. Make a new edition of the charter. You can rewrite it completely, or you can make changes by creating an additional sheet. Remove a copy from the accounting statements for the past year, certify it with the seal of the organization and the signature of the manager. Pay the state duty at any branch of the Savings Bank. Issue a statement on the form No. P13001 or No. P14001, sign it in the presence of a notary. Submit your documents to the tax office. It is important: amendments to the constituent documents should be made not later than a month after the minutes of the meeting are registered. Changing the name of the organizationAlso, as in the previous cases, you must hold a meeting of the founders, but the agenda will read as follows: "Changing the name of the organization." Decide to issue a protocol. Issue a new edition of the statute. Fill out the applications No. P13001 and No. P14001, notarize them. Pay in the state fee. All documents must be submitted to the tax office. Receive an extract from the Unified State Register of Legal Entities, certificates of registration and assignment of TIN to the Federal Tax Service 5 business days after the application. The introduction of amendments to the constituent documents should be accompanied by the re-registration of contracts with counterparties or the drafting of additional agreements.









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