Making changes to the register. Making changes to the Unified State Register, Unified State Register and the Charter of the organization (Yoshkar-Ola, Mari El)
A selection of the most important documents upon request Deadline for making changes to the Unified State Register of Legal Entities(regulatory legal acts, forms, articles, expert consultations and much more).
Regulatory acts
5. Unless otherwise established by this Federal Law, a legal entity, within three working days from the date of change of the information specified in paragraph 1 of this article, with the exception of the information specified in subparagraphs “m”, “o”, “r”, and an individual entrepreneur within three working days from the date of change in the information specified in paragraph 2 of this article, with the exception of the information specified in subparagraphs “m”, “n”, “p”, as well as with the exception of cases of change in passport data and information about the place of residence of the founders ( participants) of a legal entity - individuals, a person who has the right to act on behalf of a legal entity without a power of attorney, and an individual entrepreneur are required to report this to the registration authority at the place of their respective location and residence. If a change in the information specified in paragraph 1 of this article occurred in connection with amendments to the constituent documents, amendments to the unified state register of legal entities are carried out in the manner prescribed by Chapter VI of this Federal Law.
Order of the Ministry of Finance of Russia dated September 30, 2016 N 169n
(as amended on April 20, 2018)
"On approval of the Administrative Regulations for the provision by the Federal Tax Service of state services for state registration of legal entities, individuals as individual entrepreneurs and peasant (farm) farms"
(Registered with the Ministry of Justice of Russia on December 5, 2016 N 44557)
(with amendments and additions, effective from 10/01/2018) 16. The period for providing a public service (except for the provision of a public service during state registration of a legal entity being created, state registration of an individual as an individual entrepreneur, making an entry on the beginning of the reorganization procedure of a legal entity) should not exceed five working days from the date of submission of documents to the inspectorate.
Articles, comments, answers to questions: Deadline for making changes to the Unified State Register of Legal Entities
Reorganization of a legal entity in the form of transformation. In this case, the application for renewal of the license and the attached documents must be submitted to the licensing authority no later than 15 working days from the date of making the relevant changes to the Unified State Register of Legal Entities (part 5 of article 18 of the Licensing Law, paragraph 86 of the Regulations). During this period (15 working days), the organization has the right to continue to carry out the licensed type of activity. Let us note that in the case of reorganization in the form of a merger, such an opportunity (to carry out a licensed type of activity within 15 working days after making changes to the Unified State Register of Legal Entities) is not provided for by the Licensing Law.
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3.1. Conclusion from judicial practice: The deadline for filing an application to invalidate the state registration of changes made to the charter of the company and the Unified State Register of Legal Entities, due to the fact that the registration was carried out on the basis of an invalid decision of the company, is calculated from the moment this decision is declared invalid.
The charter is the fundamental document of the LLC. Any updates and additions must be registered with the tax authority. It is important to remember that if changes to the charter are not properly formalized, organizations are subject to penalties of up to ten thousand rubles.
When is it necessary to register amendments to the charter of an LLC?
The most common cases where the bylaws need to be changed are:
- changing the name of the organization;
- change in the amount of authorized capital;
- change of manager;
- adding new activities;
- amendments to the charter when required by law;
- change of legal organization addresses and others.
Making changes to constituent documents: step-by-step instructions
Step 1: make a decision on the founder (if there is only one) or prepare minutes of the meeting. The document must reflect the planned change. In some cases, it needs to be certified by a notary. This rule applies in particular to changes in the composition of the company's members. If other changes are made to the charter, for example, the method of formalizing contractual relations, the decision does not need to be certified.
Step 2: develop a new version of the charter. This can be done by issuing an updated version of the entire charter or creating an additional annex to it. If the first method is chosen, then the charter must be signed by the head of the organization.
Step 3: fill out application P13001. It must be signed by the head of the company, whose signature is certified by a notary. In order for a notary to certify a signature, he needs to provide a package of documents about the organization:
- TIN certificate;
- an order issued on the beginning of the manager’s action;
- the old version of the charter, which is still in force;
- manager's passport.
Step 4: pay the state fee. Making changes to the charter in 2019 costs 800 rubles.
Step 5: provide the collected documentation to the Federal Tax Service. Despite the fact that the above list of documents is exhaustive by law, the tax authority may request additional papers. They are determined based on the nature of the changes being made.
Step 6: receive an updated sheet of the Unified State Register of Legal Entities and a new version of the charter with a tax mark within five days from the date of filing the application. As a rule, the tax office does not require additional confirmation, but starting from 2016, the Federal Tax Service received the right to conduct additional inspections, for example, inspection of premises (when changing legal address), etc.
Step 7: notify the bank and partners of changes to documents. The bank often needs to collect documents such as:
- decision on adopted changes;
- a new version of the charter, which is already in force;
- updated extract from the Unified State Register of Legal Entities.
It is important that the completed changes are reflected in the electronic version of the Unified State Register of Legal Entities. To do this, you can go to the tax authority’s website and check whether a new edition of the extract from the register has been posted. When a document has not been updated for a long time, you should contact the tax authority where the documents were submitted for clarification. This must be done so that changes to legal documents in the future do not lead to confusion with old and new data.
In order not to make a mistake when drawing up a new charter, as well as to correctly fill out an application for amendments to the Unified State Register of Legal Entities, the correct decision would be to seek help from the lawyers of the YUST GROUP company. In this case, making changes to the Unified State Register of Legal Entities will not require much time from you. Professionals will carry out the entire procedure, from drawing up a new version of the charter to notifying partners.
Registration form P14001 is intended for reporting changed information about the organization, which is published in the Unified State Register of Legal Entities, but does not require changes. If new information for the Unified State Register of Legal Entities changes the Charter, then this is reported in the form. The forms were approved by Order of the Federal Tax Service dated January 25, 2012 No. ММВ-7-6/25@ and remain relevant in 2019.
Form P14001 is used not only to make changes to the Unified State Register of Legal Entities, but also to correct detected errors in the state register in order to bring this information into compliance with the Charter.
In what cases is form P14001 filled out?
- Everything related to a share in an LLC: sales, gifts, inheritance, and distribution of its share.
- Change of director.
- Change of legal address, if it does not change in the Charter (the Charter indicates only the locality, without a detailed address, and the new address will be in the same locality).
- Changing OKVED codes, if this does not contradict information about the types of activities of the company specified in the Charter.
- Correcting errors in the Unified State Register of Legal Entities.
When making various changes (for example, a change of director and addition of OKVED codes), you can submit one application on form P14001, but you cannot indicate in one application a change in registration information and correction of errors in the Unified State Register of Legal Entities.
How to fill out form P14001?
Form P14001 is even more voluminous than form P13001, it has 51 pages: the title page and application sheets from “A” to “P”. All pages of form P14001 do not need to be filled out, but only those that indicate the changed information. Continuous numbering is included in the form, i.e. The first page will be the title page, and then only completed pages will be numbered. There is no need to turn in blank pages.
When changing information in the Unified State Register of Legal Entities, on the title page of form P14001, in paragraph 2, put the number “1” - “due to a change in information about the legal entity.” When correcting errors on the title page of form P14001, in paragraph 2, enter the number “2” - “in connection with the correction of errors made in a previously submitted application.”
The applicant for form P14001, in contrast to form P13001, can be a much wider range of persons (manager, founder or participant of an LLC, notary, executor of a will, etc.), a total of 16 categories indicated on page 1 of sheet “P”.
Below we provide the current form of form P14001 and examples of how to fill it out in different situations. Since all registration forms are approved by one document, the requirements for filling out the P14001 form are the same as for the form.
Change of LLC director.In form P14001, fill out the title page, sheets “K” and sheets “P”. We fill out sheets “K” for both directors - old and new.
On page 1 of sheet "K" for the former director in the “Reason for entering information” section, indicate the number “2”, i.e. "Termination of powers." Next, we enter the data of the former director in section 2 “Information contained in the Unified State Register of Legal Entities.” Section 3 in this case is not completed.
On page 1 of sheet "K" for the new director in the “Reason for entering information” section, indicate the number “1”, i.e. "The assignment of powers." Next, we enter the data of the new director in section 3 “Information to be entered into the Unified State Register of Legal Entities.” Section 2 in this case is not completed. The data of the new director is entered on sheets “R”, because he is the applicant in this case.
Adding OKVED codes. Please note: Form P14001 is submitted if there are no changes to the Articles of Incorporation. If these changes are needed, then you need to fill out form P13001.
On the title page of form P14001 in paragraph 2 we put the number “1” - “due to a change in information about the legal entity.” Next you need to fill out sheets “N”. On page 1 of sheet “N” we enter the codes that need to be entered into the Unified State Register of Legal Entities, and on page 2 of sheet “N” - the codes that will be excluded from the register.
When changing the main type of activity, enter the new OKVED code on sheet “N” page 1, and the old code on sheet “N” page 2. If we only enter additional codes, then we fill out sheet “N” page 1, and if we only exclude the previous codes, then, accordingly, sheet “N” page 2.
If one sheet “H” was not enough to indicate all the added (or excluded) codes, then you can fill out additional sheets. We remind you that we indicate OKVED codes of at least four digits. They should be entered not in a column, but line by line - from left to right
All that remains is to fill out all the pages of sheet “P”. The applicant in this case is the head of the organization, and his details are indicated in the form.
Notarized purchase and sale of shares. If it does not occur within the framework of the preemptive right, then it must be formalized by a notary. In case of a notarized purchase and sale of a share, the contract is drawn up by a notary and he himself submits form P14001 to the tax authority.
In this case, fill in:
- title page;
- sheets for participants “B”, “G”, “D”, “E”, according to their category (Russian organization; foreign organization; individual; subject of the Russian Federation);
- sheets “P” for the applicant, i.e. share seller.
Withdrawal of a participant from the LLC. When there is not a purchase and sale of a share, but a payment of compensation equal to its value. The share itself passes to the company, which must distribute it among the participants, sell it or redeem it within a year. The Federal Tax Service must be notified of the participant’s withdrawal within a month after such a decision is made.
As usual, fill out the title page and sheets “P” for the applicant, who in this case will be the head of the LLC. As for other sheets, there are two options:
- If within a month after the decision was made, the share of the withdrawing participant was distributed, then fill out sheets for participants “B”, “D”, “D”, “E”, respectively, according to their category (Russian organization; foreign organization; individual; subject of the Russian Federation) . In this case, only the first page of the corresponding sheet is filled out for the former participant, and for the participants among whom his share was distributed, new information about the share in the authorized capital is also indicated, i.e. nominal value and size. In sheet “Z” I reflect information about the transfer of the share to the company and its distribution among the participants.
- If within a month the fate of the share has not been decided, then you will have to report changes in registration information on form P14001 twice. First, this will be a message about the withdrawal of a participant from the LLC, for which they fill out a sheet corresponding to the former participant and sheet “Z” about the transfer of the share to the company. Then, when the share is distributed, sheets are submitted for the participants who are co-owners of this share and sheet “Z”, which will indicate the new sizes of the participants’ shares.
Correction of erroneous information about the organization in the Unified State Register of Legal Entities
Errors in the Unified State Register of Legal Entities, despite the fact that the information in the Charter is correct, can arise both through the fault of the tax authorities and through the fault of the legal entity. A discrepancy between the information from the Charter and that contained in the extract from the Unified State Register of Legal Entities may cause refusal of notary services, opening a bank account, obtaining a license, concluding transactions with counterparties, etc.
When receiving registration documents from tax authorities, you must carefully check the information entered in the Unified State Register of Legal Entities. If an error is detected at the stage of issuing documents, the tax inspector draws up a comment card. Well, if errors surfaced after they were entered into the state register, then form P14001 is filled out.
We remind you that if there are errors not only in the information in the Unified State Register of Legal Entities, but also in the Charter, this must be reported using form P13001.
When correcting errors in the register, submit the cover sheet of form p14001; “P” sheets for the applicant and sheets containing correct information:
- sheet “A” if there is an error in the name of the legal entity;
- sheet “B” if there is an error in the organization’s address;
- sheets for participants “B”, “D”, “D”, “E”, according to their category, in case of an error in the data about the participants;
- sheet “K” if there is an error in the information about the director;
- sheet “P” if there is an error in the amount of the authorized capital
On the title page, be sure to indicate the state registration number of the entry in the Unified State Register of Legal Entities that needs to be corrected.
Change of passport data of the leader and participants
The Federal Tax Service itself makes changes to the passport data of the director and participants of the LLC in the state register automatically, within five working days after receiving such information from the Federal Migration Service. In this case, you do not need to submit Form P14001. To make sure that the Unified State Register of Legal Entities contains current passport information of the manager and participants, you can request an extended extract through the tax office.
If it turns out that there are no new passport data in the statement (which may lead to problems with banks, counterparties, or government agencies), then you must submit a free-form application to the registration authority about unreliable registration information. The application will need to be accompanied by a copy of the new passport and copies of the decision/minutes of the meeting on changing the passport data.
Procedure for submitting an application in form P14001
Depending on the situation, the package of documents for reporting new registration information also includes:
- minutes of the general meeting of participants or the decision of the sole participant to change registration information;
- agreement on the sale of the share and a document confirming its payment;
- certificate of right to inherit a share;
- participant’s statement about leaving the LLC;
- documents confirming the right to use the premises at the new address (lease agreement, letter of guarantee from the owner or a copy of the certificate of ownership);
There is no state fee when submitting an application in form P14001
The authenticity of the applicant's signature on form P14001 must be notarized. The notary mark is affixed on page 4 of sheet “P”. You must report changes in registration information using form P14001 to the registering tax office within three working days (Article 5 of the Law “”).
Changes to the main constituent documentation (amendments to the Unified State Register of Legal Entities in any constituent documents) are carried out in accordance with all the rules, in accordance with the legislation of the Russian Federation.
Throughout the life of the company, sometimes situations arise when it is necessary to make changes to the Unified State Register of Legal Entities, information about the entrepreneur.
There can be quite a lot of reasons. But the most common is making changes to the Unified State Register of Legal Entities passport data and incorporation documents, when the founder decides to leave the enterprise, and so on. In this case, it is necessary to notify about changes to the Unified State Register of Legal Entities.
In the legislation of the Russian Federation there is a law that states “On state registration of individual entrepreneurs”. According to this law, an entrepreneur is obliged to report all changes that are in the Unified State Register of Legal Entities to the local government authority where the enterprise is registered.
| Contents of the service | Cost, rub) | Period of execution | |||||
| Bringing the LLC charter into compliance with amendments to the LLC Law that entered into force on June 1, 2009 | 4 000 | from 10 days | |||||
| Change of participants, redistribution of shares in LLC | 10 000 | from 10 days | |||||
| Increase the authorized capital | 6 000 | from 10 days | |||||
| Reduction of authorized capital | 10 800 | from 30 days | |||||
| Correcting an error in the Unified State Register of Legal Entities | 4 500 | from 10 days | |||||
| Change of name in the Unified State Register of Legal Entities | 6 000 | from 10 days | |||||
| Change of legal address | 6 000 | from 10 days | |||||
| Changing types of activities in the Unified State Register of Legal Entities | 3 000 | from 10 days | |||||
But there are situations when there is no need to report changes to government authorities. For example, when it is necessary to carry out registration or the procedure for making changes to the Unified State Register of Legal Entities as part of the company’s shareholders.
Changes in the constituent documents must be made in the event of any changes to the passport data of the general director of the LLC or the constituent documents of other LLC participants. According to the Law “On State Registration of Legal Entities and Individual Entrepreneurs”, with such changes, the enterprise undertakes to notify the relevant registration structures. In addition, the application is notarized and submitted either by mail or in person. The Law specifies the time frame within which an enterprise must notify the relevant registration structures. These deadlines are 5 calendar days. If the notification arrives later, it is considered an administrative violation and a certain punishment is imposed in accordance with the legislation of the Russian Federation.
To prepare documentation in the Unified State Register of Legal Entities to change the passport data of the organization’s participants or the general director, you will need copies of the documents of the participants or the general director, along with a TIN certificate, as well as an extract from the register.
Make changes to the organization's general director in the constituent documents
In order to make changes when the executive structure of an organization changes, persons who have the right to act on behalf of the legal entity will need to notify the Federal Tax Service inspectorate about this. You must submit a notarized application by mail or in person. Three days are allocated to notify of changes. If the authority does not receive a notification within three days, then a punishment will be imposed, that is, a fine. To change the general director, an extract from the register, a TIN certificate, and copies of the passports of the old and new director are required.
Enter andchanges nname of the organizationin the constituent documents
Changing the name of a particular organization takes place with the consent of all participants in the enterprise and, in accordance with the rules of the Unified State Register of Legal Entities, is formalized as a decision or as a protocol. It is in it that the decision to change the old name to a new one is indicated. Any changes in the name entail amendments to the charter, as well as the introduction of new data into the legal papers. persons in the Unified State Register of Legal Entities. After signing the protocol/decision, an application for registration of changes is drawn up and entered into the enterprise documentation, and the signature is notarized. This application, together with the attached state duty of 800 rubles, must be submitted to the federal tax service inspectorate. When registering documentation of a new charter, the state duty is 400 rubles.
When changing the name of an organization, you need to obtain an information letter form. We are talking about a letter from the State Treasurer. In addition, it is necessary to replace the bank card for all bank accounts, make a new seal, and also generate notices from extra-budgetary funds.
Change and registration of a new legal address
Many enterprises quite often face the need to change their legal address. This happens for several reasons. For example, the owner of the premises may change his plans, or the organization itself, for one reason or another, may wish to change its address. However, whatever the reason, the organization must make some changes to the enterprise documentation. This is necessary because the location of the enterprise is considered to be the address indicated by the registration authorities. The procedure for changing the address begins with the conclusion of a sublease/lease agreement. It is also necessary to gather participants to make a final decision regarding this issue. The verdict of the participants is recorded in the minutes of the meeting of the enterprise. Next, changes must be made to the charter of the enterprise, which must then be approved in a new edition. Signed application for legal change. addresses are entered into the Unified State Register of Legal Entities and the documentation of the enterprise. The signature on the application must be notarized. The next registration step is submitting an application to the Interdistrict Inspectorate of the Federal Tax Service No. 46 of Moscow. A state fee of 800 rubles is attached to the application. You will also have to pay for registration of the charter in the amount of 400 rubles.
In the process of changing the legal address, you need to obtain an information letter form, change the bank card for the organization’s accounts and notices from extra-budgetary funds.
There are situations when a change in the address of an organization leads to a change in the tax office. In order to transfer an organization from one tax office to another, you need to obtain a special bypass sheet, go through all the departments that are indicated in the document, and provide the organization’s financial file. As for extra-budgetary funds, here the organization needs to deregister from one fund and register with another fund (registration with the fund). This is done with the help of notices from funds.
The following changes are made to the constituent documents:
change of company address;
change of company name;
change in the number of participants in the company;
change of capital according to the Charter.
The following changes are not made to the constituent documents:
change of company director;
additional activities of the company;
change of passport data of individuals;
change of information about the founders.
All changes made to the constituent documents become effective on all legal grounds from the very moment when the registration of changes comes into force.
The lawyers of our company will help you draw up all the documents correctly, make changes to them, hold a consultation with you and help you draw up constituent documents with government authorities.
Registration of changes made. If a lawyer needs to resolve this issue, he provides the following services:
the lawyer makes all necessary amendments to the constituent documents;
records these changes;
also, he makes appropriate changes to the information about the entrepreneur;
Additional services provided by our lawyers:
compilation and collection of a complete package of documents;
creating applications for contributions using forms;
obtaining an extract from the Unified State Register and other extra-budgetary funds.
The only thing that will be required of you is to seek help from our specialists in amending the constituent documents. They will do their best to make sure you are happy with the amendments.
The Unified State Register of Legal Entities contains basic information about commercial companies. Such information must be up-to-date, so companies are required to promptly notify the state of their changes. In this article, we have collected important information for you about making changes to the Unified State Register of Legal Entities.
Information stored in the state register
The Unified Register is a federal database that stores information about all enterprises registered in the country. The state register contains information not only about operating companies, but also about companies that have ceased operations due to reorganization or liquidation.
Records kept in the state registry are publicly available. For this reason, the law provides for the need for timely updating of information. The responsibility for updating data falls partly on registered businesses.
According to clause 1 of Article 5 of Federal Law N129 “On State Registration of Legal Entities and Individual Entrepreneurs” dated 08.08.2001, the registration records of the database of legal entities store:
- date of registration of the legal entity;
- method of formation of a legal entity (creation or reorganization);
- organizational and legal form;
- full and abbreviated name;
- legal address;
- email address;
- information about the founders;
- information about the manager;
- types of economic activities carried out;
- data on branches and representative offices;
- information about constituent documents;
- size of the authorized capital;
- information about the assigned TIN, policyholder number, licenses;
- notes on reorganization, liquidation, bankruptcy proceedings;
- other information.
Some of this information may change during the operation and development of the enterprise. Not all managers know in what cases the company is obliged to make these changes to the Unified State Register of Legal Entities and how best to do this.
In what cases is it necessary to make changes to the Unified State Register of Legal Entities?
The Unified State Register of Legal Entities must be adjusted if any data is changed, a record of which is stored in the state register. However, much of the information in the register comes from the company itself and from other sources. For example, if a company opens a new current account or receives a license, then the necessary materials will be transferred to the state register by a banking organization or licensing company. The same thing happens when the founder’s passport is changed - the information is sent to the registry by the passport office. In such situations, it is not necessary to do anything, although to be on the safe side, you can check for updated data on the tax office website (we will discuss how to do this below).
If information changes that does not depend on external organizations and relates only to the internal affairs of the company, then information about them will have to be entered into the register by the company’s personnel. In this case, it matters whether the reforms being carried out affect the constituent documentation of the company. Further actions to update the registry depend on this.
Registration of changes in the Unified State Register of Legal Entities
A list of possible situations where changes need to be registered by the company itself is presented in the following table.
Errors in accounting documentation can lead to trouble with the tax authorities. If you don’t have time to understand the intricacies of document management, contact.
Documents for making changes to the Unified State Register of Legal Entities
The list of required papers is specified in Art. 17 of Federal Law N129. In addition, if the changes affect the constituent papers, before updating the state register, it is necessary to hold a meeting of the founders or document the decision of the sole founder to change the organization’s charter.
Next, depending on the situation, the necessary application form is filled out and the necessary documentation is collected. Below is a list of papers that may be required to correct data in the state register. You can collect and fill them out correctly yourself or by assigning this task to. It is effective and inexpensive; reputable companies are ready to provide their clients with conscientious work.
| If the amendments do not affect the charter | If the charter changed | |
| Application form | P14001 (download application form) | P13001 (download application form) |
| List of documents for submission to the Federal Tax Service |
|
|
The papers must be sent to the Federal Tax Service department or the multifunctional center at the location of the company. They can be submitted personally by the director of the company, as well as by an employee who has the right to represent the interests of the company without a power of attorney, or by a third party with a notarized power of attorney. Documents can also be sent by mail with a list of attachments and a declared value of the letter.
The most modern way is to send an application in the form of electronic documents. This will require the applicant's electronic signature and software available on the Federal Tax Service portal. In some cases, the papers may be submitted by a notary: for example, when completing a transaction for the sale of the founder’s share.
Important! The signature placed on the paper application form must be notarized. This is not required when submitting documents electronically.
Deadlines for making changes to the Unified State Register of Legal Entities
An application to edit information in the register must be submitted within three working days from the date of updating this information. When changing the address, a notice of the upcoming relocation of the company is first submitted - this must also be done within three days after the relevant decision is made. At least 20 days must pass between the registration of the intention to move the company and the actual change of address.
Important! For violation of deadlines, administrative liability is provided under Art. 14.25 of the Code of Administrative Offenses of the Russian Federation in the form of a fine in the amount of 5,000 rubles. on the guilty official
If the preparation and sending of documents went without errors, the updated data will appear in the register within 5 working days after the application.
State duty
Confirmation of payment of the state duty is required only when editing constituent documents. Corrections that do not affect the charter of the enterprise can be registered free of charge.
The fee for editing the organization's charter and making amendments to the state register in 2019 is 800 rubles.
Checking the state register update
There are two ways to make sure that the information in the state register has already been corrected:
request a fresh extract from the Unified State Register of Legal Entities from the Federal Tax Service;
use the online service to view information about the company.
To provide a paper extract, the tax office will ask you to pay a fee of 200 rubles. (400 rubles for urgent delivery). You can check changes to the Unified State Register of Legal Entities on the tax website for free.
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