What constituent documents should an individual entrepreneur have? Let's try to answer this question. To better understand this topic, let's start with what the term "constituent documents" means.
Constituent documents are a package of documents that is the legal basis for the activities of an individual entrepreneur and his legal status.
A detailed explanation of the term “constituent documents” is contained in the Civil Code of the Russian Federation (Article 52).
Only after mandatory state registration do the constituent documents come into force. It is possible to make some changes to this type of document.
According to the legislation of the Russian Federation, registration of individuals as individual entrepreneurs is carried out by the tax authority at the place of residence of the individual entrepreneur. Let's consider what constituent documents of an individual entrepreneur are needed, and how they can be obtained after passing the state registration procedure.
The constituent documents of the individual entrepreneur are as follows:
1. Certificate of state registration of an individual as an individual entrepreneur (P61001). The issuance of Certificates of state registration of an individual as an individual entrepreneur has been canceled since 2020. If you registered before 2020, then you have a certificate of registration of individual entrepreneurs and you have the right to indicate its number and date of issue when concluding agreements with counterparties. This certificate will serve as the constituent document of the individual entrepreneur for you.
2. Extract from the Unified State Register of Individual Entrepreneurs (USRIP). Since 2020, after the cancellation of the issuance of individual entrepreneur registration certificates, the extract is the main constituent document of the individual entrepreneur. It confirms that you are indeed an individual entrepreneur. You can receive an extract from the Unified State Register of Individual Entrepreneurs periodically on a new specific date in order to convince your counterparties that you are indeed an active individual entrepreneur for this period of time. To receive an updated extract, you can contact the tax authority in person, or you can make a request on the Federal Tax Service website and receive an extract in your personal taxpayer account within one business day. This extract will be signed with an enhanced qualified electronic signature and is equivalent to an extract received on paper.
3. Notification of registration of an individual with the tax authority (Form No. 2-3-Registration).
The individual entrepreneur receives these constituent documents immediately upon completion of the state registration procedure with the tax office.
Who are IPs
An individual entrepreneur is a duly registered activity of an individual, which is permitted by the legislation of the Russian Federation. The organizational form of an individual entrepreneur does not require the creation of a legal enterprise, as well as the presence of a mandatory postal address. It is enough to conduct activities that are not prohibited by law and regularly report the results of the profits received.
The reporting form is initially selected by the business manager upon registration, but later there is the possibility of switching to other types of taxation.
The following types of taxation systems have been created for independent businessmen:
- general tax collection system;
- a single tax for certain types of self-employed citizens;
- simplified tax system;
- special program for rural households.
Purposeful citizens are interested in the prospect of being busy with what they love and not being limited by the results achieved.
Unlimited future profits and modern business technologies give most entrepreneurs a chance to achieve tangible results. However, the risks of running the business itself fall on the entrepreneur personally, including on property. Registration and further support of the activities of individual entrepreneurs requires competent accounting. It is worth devoting a sufficient amount of time to this issue.
What other documents does an individual entrepreneur receive?
In addition to the above constituent documents, the individual entrepreneur receives:
- Certificate from the statistics department (on assignment of activity codes according to OKVED);
- Notification of registration of an individual as a payer of fixed insurance contributions to the Pension Fund of the Russian Federation at the place of residence.
This document is sent by mail (by a certified letter) to the place of registration of the individual entrepreneur’s place of residence.
Registration of an individual entrepreneur with the Social Insurance Fund (as a payer of insurance premiums) is not required if the entrepreneur does not have hired employees.
When hiring your first employee, you must submit an application to the Social Insurance Fund within 30 calendar days and register as an employer. FSS will issue:
- notification of the amount of insurance contributions for compulsory social insurance against accidents at work and occupational diseases. The notification will indicate the registration number of the individual entrepreneur's policyholder and the amount of the insurance tariff, determined depending on the main type of activity of the individual entrepreneur;
- notification of registration as an insurer of an individual with the territorial body of the Social Insurance Fund of the Russian Federation. This notification confirms the registration of an individual as an insurer for compulsory social insurance in case of temporary disability and in connection with maternity and for compulsory social insurance against industrial accidents and occupational diseases in the regional office.
These notices will specify the procedure for paying contributions and submitting reports to these funds.
In 2020, you do not need to apply for registration with the Pension Fund as an employer when hiring your first employee.
Starting from 01/01/2017, registration of individual entrepreneurs by application as insurers (pension and health insurance) is not provided (Letter of the Federal Tax Service of Russia dated 01/31/2017 N BS-4-11 / [email protected] ).
Some individual entrepreneurs also need to obtain a license to carry out the relevant activities, if required by law. Today, there are 50 areas of activity for which obtaining a license is mandatory (construction, private security, medicine, transportation of passengers and cargo, insurance services, etc.).
Recommendations for filling
To ensure that the verification of the constituent documentation does not result in any problems for the organization, it is best to take care in advance of its correct completion in full compliance with the requirements prescribed by the current legislation.
Content structure
The community charter must include the following information:
- full and corporate name of the organization;
- location of the organization;
- composition and competence of individual bodies of a given company;
- total amount of registered authorized capital;
- the rights and obligations of each of the participants in this company;
- the procedure and consequences that entail the withdrawal of a participant from the company, if this is considered possible in principle;
- the procedure for transferring a share or a certain part thereof in favor of another person;
- the procedure for storing the company’s documentation, as well as the provision of data by the company to its participants and other persons.
Also, other information may be entered into this document, which is provided for by the current Federal Law No. 14-FZ, as a result of which the company’s charter may include any provisions and norms that do not contradict the current legislation, and at the same time directly relate to the work of this company.
Charter for a legal entity
The charter of a legal entity is the only document in accordance with which the company’s activities are conducted, from its creation to liquidation. Despite the fact that this document does not include a direct indication of the decision to form an LLC, it consolidates the will of each of the founders to carry out this action, and also summarizes their proposals for organizing management.
The current legislation does not limit the range of issues that can be included in the charter of a legal entity, but at the same time establishes a list of information that must be present in this document.
In addition to the above information, the founders will introduce all other points at their own discretion, but it is best to indicate them in advance during the preparation of the charter.
Sample extract from the unified state register of rights to real estate and transactions with it
Minutes of meetings
The protocol form that will be presented during the registration process must include the following information:
- the top part includes the full name of the created LLC;
- company details, as well as its contact and address information;
- a complete list of founders indicating their passport and contact information;
- amount of authorized capital;
- information on the appointment of the secretary and chairman of the meeting.
In addition, the minutes must include all issues being resolved and the decisions that were made on them.
Alteration
The legislation provides for several cases in which the possibility of changing the charter is provided:
- change in the amount of authorized capital;
- changing the name of a legal entity;
- change of type of activity (if it was specified in the charter);
- formation or liquidation of a branch (if it was specified in the charter).
In order to make such changes, an appropriate decision must be made at the general meeting of the founders, and in addition to this, the founders also have the right to make other adjustments to the charter if they consider it necessary, but for this they will also need to hold a meeting and make an appropriate decision.
Number of founders
In the case of independent registration of a legal entity, the list of constituent documentation is significantly reduced, since it will be enough to draw up a charter, a decision to create an organization and a separate application for registration. In this case, it is not even necessary to draw up a constituent agreement, since it is quite enough to simply provide a decision on the creation of an LLC, certified by an authorized notary.
If a company is created by several persons, the contract drawn up must necessarily be present in the list of statutory documents, and information about the authorized capital and individual shares of participants must be as detailed as possible. The main thing is not to delay the registration procedure.
Paperwork for one founder is much simpler also for the reason that there is no need to register the duties of each of the participants or their share in the authorized capital, but instead it is best to make several copies, have them certified by a notary and put them in a safe.
This might also be useful:
- Rules for filling out the 2-NDFL certificate
- Rules for filling out an application for closing an individual entrepreneur
- Production of company letterhead
- Opening a current account for individual entrepreneurs
- What is turnkey registration of individual entrepreneurs?
- Registration of individual entrepreneurs via the Internet
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How is the Establishment Agreement drawn up?
In articles on the creation of a legal entity, there is often an instruction to first conclude an agreement on establishment or a constituent agreement. This is outdated information. The requirement to conclude a memorandum of association existed 10 years ago. In this agreement, future owners of organizations:
- agreed on the creation of a legal entity;
- established the order of relationships before registration;
- established the mutual responsibilities of the founders.
Since mid-2009, that is, for almost 10 years, the obligation to sign an agreement on the establishment of an LLC has not been in force. This contract is not in the current list of constituent documents of a Russian LLC. It is enough to prepare the minutes of the meeting of owners or the decision of the sole owner and the charter.
The statutory documentation can be changed, but this will require a visit to a notary and payment of a state fee
Constituent documents of a joint stock company. registration of a joint stock company
Preferred shares provide owners with slightly larger volumes of competencies, in addition to those listed above:
- the possibility of converting shares from preferred into ordinary, or into securities of another category;
- the right to make decisions on the reorganization or liquidation of a joint stock company;
- participants have the right to have access to the PJSC Charter, annual reports and other documentation.
Only those company participants who own shares in a total volume of at least 25% can receive information about their financial statements and minutes of meetings of the directorate. Registration of PJSC Despite all its transparency, it is a public company that today raises many questions from large entrepreneurs. How to open a PJSC? According to the Civil Code of the Russian Federation, it is not possible to immediately open a public joint-stock company.
Constituent documents of a legal entity list 2020
In addition to the mandatory sections of the charter, it may also include other provisions that do not contradict current legislation. It is worth knowing that there are certain features when establishing a joint stock company in a public or non-public form. Since 2014, Article 52 of the Civil Code of the Russian Federation allows the creation of an organization on the basis of a standard charter. True, the federal tax service has not yet completed the development of standard samples. The standard charter does not need to be printed and submitted for registration to the inspectorate; it is enough to note in form P11001 that the company operates on the basis of one of the approved options.
The resolution of this issue is within the exclusive competence of the general meeting of shareholders. A qualified majority of three-fourths votes is required to adopt changes to the charter.
The formation of the necessary package of documentation begins at the stage of establishing a legal entity. To initiate the activities of the organization, a meeting of the founders is held, during which a protocol on the establishment of the LLC is kept.
List of JSC documentation
The charter is the main document of the joint-stock company. Its task includes the process of regulating all relations determined by the work of society. One part of the relationship is determined by existing laws, the second by the charter.
As a result, the content of the charter is usually divided into two parts - general and special. The general part includes reflection on compliance with legal requirements, regardless of the type of activity of the legal entity, the size of the authorized capital, shares, and forms of payment. The special part of the charter includes the individual characteristics of a particular legal entity. For this reason, similar charters cannot exist for two or more joint-stock companies.
After registering the company with the tax authority, a certificate is issued. This document exists in a single copy.
The form is approved by the tax authority. It is valid for all organizations operating in Russia, without exception. The document confirms the fact of work and existence in the legal field of the company or organization.
The Unified State Register of Legal Entities is a register containing data on all business companies operating in the Russian Federation. It was formed by the tax authority. The document that contains information from this register is called an extract.
For a specific legal entity, the statement is very important, since its provision is necessary in many cases, for example, when opening an account with a credit institution. Why else is an extract required?
- participation in procurement;
- participation in tenders;
- participation in court;
- transformation and liquidation of the company.
An extract from the Unified State Register of Legal Entities is divided into two types: regular and extended. A regular statement includes general information. Extended - information that is not subject to general publicity. This includes information regarding the personal data of company participants, their passport details, etc.
A regular extract can be ordered by a citizen and a legal entity. The extended one is issued only by the tax authority to a certain circle of persons. In particular, this may be a person acting on the basis of a representative office or a competent authority having access to the data contained in the extended statement.
To receive an extended extract, a person must pay the state fee, and then use the receipt to contact the tax authority with an application reflecting the following information:
- name of the legal entity;
- TIN;
- OGRN;
- reason for ordering the extract.
Additional documents for JSC - Order on the appointment of the manager and chief accountant and the Certificate of assessment of the organization’s property and its acceptance.
The legislator has not clearly established where to store documents. According to the rules, documentation is stored at the address of the executive body (sole). The legislator also does not establish any safety requirements. Therefore, an organization or company determines its own rules for storing constituent documentation.
How to create a joint stock company by several persons? Details in this video instruction.
Constituent documents of the JSC
What are the statutory documents of an enterprise?
The statutory documents of any legal entity are the basis for its legal activities.
The head of the enterprise is by default responsible for the storage and circulation of statutory documentation. The organization of a limited liability company requires a special procedure for the approval and storage of statutory documents. The activities of this type of legal entity, such as a limited liability company, are regulated by the Civil Code of the Russian Federation and a separate Federal Law No. 14 “On Limited Liability Companies.” The latest version of this Federal Law was approved on July 29, 2017.
The peculiarity of an LLC as a legal entity is that each individual founder bears risks and losses only within the limits of his own share in the authorized capital of the legal entity. The number of LLC participants should not exceed fifty.
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