The charter is usually understood as the main and only document used in an LLC . It contains the rules by which the company operates, so it acts as the basic law of the LLC.
In Art. 12 Federal Law No. 14 prescribes a list of information that must be included in the document without fail. Along with them, additional materials and provisions .
The introduction of new information into the charter must be accompanied by a notification to the Federal Tax Service, otherwise liability is provided under Art. 14.25 of the Code of Administrative Offenses of the Russian Federation in the form of a fine. What materials can be included in the charter, and how to include them correctly?
Regulatory guidance for 2019
The main regulation on this issue is Federal Law No. 312 of February 8, 1998.
The charter is the main provision of the LLC, and it must be approved by a body having the appropriate authority. The organization must provide data on its status to the body responsible for carrying out the procedure for state registration of legal entities. New data is entered by the authorized federal body . They become effective after 15 days from the date of publication of the relevant information .
As a basis, the charter contains the following information :
- the name of the LLC in full and abbreviated form;
- information about his place of residence;
- information about the composition of participants;
- materials on the amount of authorized capital;
- rights and obligations of the parties;
- the procedure for the withdrawal of participants and the transfer of shares;
- storage nuances.
Clause 4 deals with changes made to the charter. This happens on the basis of a decision of the general meeting of the founders of the LLC . All of them are subject to the state registration procedure (the procedure is prescribed in Article 13 of Federal Law No. 14). It is from this moment that they gain strength.
Another regulation is Federal Law No. 99 of May 5, 2014. It is dedicated to introducing new data into the Civil Code of the Russian Federation. Therefore, all other acts related to making adjustments to the charter must be given in the form and form corresponding to this document. There is another document regulating this issue - the Civil Code of the Russian Federation.
What changes can you make?
All amendments made to the charter can be classified in two directions - data reflected in the Unified State Register of Legal Entities and those not reflected in it. The first group includes the following areas :
- change of the corporate name of the LLC;
- change of legal address;
- adding additional OKVED codes.
If the document contains only the city of registration of the LLC, and then the legal address changes, the information is not adjusted. You just need to report this to the regulatory authority through an application drawn up in form P14001.
The second group consists of the following elements:
- Bringing the charter into a different form in accordance with the provisions of Federal Law No. 312 of December 30, 2008. If this has not been done, the document has legal force only in those points that do not contradict the norms of current legislation.
- Provisions left to the discretion of LLC participants. We are talking about the number of votes that are needed to make a decision, the period for creating an LLC, and the procedure for leaving the LLC.
- Bringing the charter into a new form in accordance with the amendments to the Civil Code of the Russian Federation. Their addition occurs at will, since regardless of their inclusion they still have legal force, for example, the requirement of Art. 67.1 Civil Code of the Russian Federation.
MPA.ONLINE
The charter of a municipal formation is a fundamental normative legal act that regulates the creation and functioning of a municipal formation and local government bodies. The ongoing changes in the socio-political life of the country, the improvement of the legislation of the Russian Federation and the constituent entities of Russia, the pressing problems of the municipality lead to the need to make changes and additions to the charter.
The general procedure for adopting the charter of a municipal entity and introducing amendments and additions to it is specified in Article 44 of Federal Law No. 131 of October 6, 2003 “On the general principles of organizing local self-government in the Russian Federation.” At the same time, the very procedure for introducing amendments and additions to the charter of a municipal entity (hereinafter referred to as the Charter) requires separate detailed explanations.
To begin with, let us understand the difference between “ making amendments” and “ making additions ” to the content of the Charter.
Amendments to the Charter is a procedure during which the content of the text of the current version of the Charter is changed. This change may affect individual characters, letters, punctuation marks, words, phrases, paragraphs, articles and sections of the Charter.
When making changes, the following basic actions can be performed with the text of the document:
- exclusion from the text of any structural component (paragraph, clause, part, article, section);
— changing the numbering and designation of structural components;
- exclusion of symbols, letters, punctuation marks, phrases, sentences from the text;
- addition of a structural component with new symbols, letters, punctuation marks, phrases, sentences.
If the text part of the structural components of the Charter is changed, as a rule, a new version of the content of the changed structural component is provided in the normative legal act fixing these changes.
Example:
Part 1 of Article 52 of the Charter shall be stated as follows:
""1. Municipal legal acts affecting the rights, freedoms and responsibilities of man and citizen come into force after their official publication (promulgation).
Publication is carried out by posting them for familiarization of citizens on the official website of the municipality on the information and telecommunications network Internet, on information stands and (or) in other places determined by the representative body of the municipality.
The official publication of municipal legal acts is carried out in the printed periodical, the municipal newspaper “Municipal Bulletin” and (or) in the online publication “MPA.ONLINE”.
Making additions to the Charter is a procedure during which the current version of the Charter is supplemented with new structural components, such as a paragraph, clause, part, article, section. At the same time, the content of other structural components of the Charter may be changed or left in the previous edition.
Example:
add part 1 of Article 44 of the Charter with paragraph 4 as follows:
«4) ……….»
As a rule, introducing amendments to the Charter entails making changes to the text of other structural components. In this case, it is generally accepted that changes and additions are made .
A municipal legal act adopted by the representative body of a municipal entity must contain an indication of specific types of amendments made to the Charter:
— changes;
— additions;
- changes and additions.
In the future, in this article, the term “amendments and additions” will be used for generalization.
The procedure for making amendments and additions to the Charter consists of the following stages:
Stage 1. At this stage, an initiative to introduce amendments and additions to the Charter is submitted to the representative body of the municipality.
The initiators of amendments and additions to the Charter may be:
— representative body of the municipality;
- head of the settlement;
- head of municipal administration.
The initiative is formalized in the form of a draft decision of the representative body of the municipality to introduce changes and additions to the Charter, as well as a written justification for the proposed changes to the wording of the Charter.
Stage 2. In accordance with the established regulations of the representative body of the municipality, the received draft municipal legal act on introducing amendments and additions to the Charter undergoes a legal check for compliance with the current federal legislation and the laws of the constituent entity of the Russian Federation, as well as a check for the presence of corruption factors. If necessary, specialists in specialized fields of knowledge may be involved in this verification.
Stage 3. After receiving a positive conclusion based on the results of the legal and anti-corruption examination, the representative body decides to hold public hearings to introduce amendments and additions to the Charter, as well as the procedure for taking into account proposals on the draft municipal legal act and the participation of citizens in its discussion.
Stage 4. Simultaneous publication (promulgation) of a draft municipal legal act on introducing amendments and additions to the Charter and the procedure established by the representative body of the municipal formation for taking into account proposals on the draft charter, as well as the procedure for the participation of citizens in its discussion - information about the date, time and place of public hearings.
There is no requirement for official publication (publication) of the procedure for taking into account proposals for a draft municipal legal act on introducing amendments and additions to the Charter, as well as the procedure for the participation of citizens in its discussion in the case when changes are made to the Charter in the form of an exact reproduction of the provisions of the Constitution of the Russian Federation, federal laws , constitution (charter) or laws of a constituent entity of the Russian Federation in order to bring this Charter into compliance with these regulatory legal acts.
Stage 5. Conducting public hearings on a draft municipal legal act on introducing amendments and additions to the Charter in the manner and within the time frame established by the representative body of the municipality.
Public hearings involve the participation of citizens in discussing a draft municipal legal act. Public hearings are presided over by the head of the municipality or another person determined. The presiding officer signs the protocol of the public hearings.
During public hearings, all proposals received from citizens regarding the draft of the municipal legal act under discussion must be registered.
On the results of public hearings, a conclusion is drawn up with a reasoned justification for the decision, signed by the head of the municipality. The conclusion on the results of public hearings is subject to official publication (disclosure) in the manner determined by the charter of the municipality.
Stage 6. No earlier than 30 days from the date of publication of the draft municipal legal act, the representative body makes a decision to make changes and additions to the Charter.
A municipal legal act on introducing amendments and additions to the Charter is adopted by a two-thirds majority vote of the established number of deputies of the representative body of the municipality.
Stage 7. The head of the municipal formation, adopted by the representative body, sends the municipal legal act on amendments and additions to the Charter to the unit of the Ministry of Justice of the Russian Federation in the constituent entity of Russia for state registration within 15 days from the date of its adoption.
In accordance with Part 6 of Article 44 of the Federal Law of October 6, 2003 No. 131 “On the General Principles of the Organization of Local Self-Government in the Russian Federation,” the grounds for refusal of state registration of a municipal legal act on amendments and additions to the Charter of a municipal entity may be:
1) contradiction of the municipal legal act on introducing amendments and additions to the Charter of the Constitution of the Russian Federation, federal laws, constitutions (charters) adopted in accordance with them and laws of the constituent entities of the Russian Federation;
2) violation of the procedure established by Federal Law for the adoption of a municipal legal act on introducing amendments and additions to the Charter;
3) the presence of corruption factors in the municipal legal act on amendments and additions to the Charter.
As we can see, the specified list of grounds for refusal of state registration of a municipal legal act is closed. Recommendations (letters) from divisions of the Ministry of Justice of Russia and other departments at the federal or regional level cannot be cited as reasons for refusing state registration of a municipal legal act.
Stage 8. The head of a municipal formation is obliged to publish (promulgate) a registered municipal legal act on amendments and additions to the Charter within seven days from the date of its receipt from the relevant unit of the Ministry of Justice of Russia.
The procedure for publication (promulgation) of municipal legal acts is established by the Charter of the municipality and must ensure the opportunity for citizens to familiarize themselves with them, with the exception of municipal legal acts or their individual provisions containing information, the dissemination of which is limited by federal law.
It should be noted that the municipal legal act on amendments and additions to the Charter are subject to official publication (promulgation) after their state registration and come into force after their official publication (promulgation).
However, if the Law provides for other, later dates for the entry into force of certain provisions, then this must be reflected in the decision of the representative body of the municipality.
Changes and additions made to the Charter and changing the structure of local government bodies, the powers of local government bodies and elected officials of local self-government come into force after the expiration of the term of office of the representative body of the municipality that adopted the municipal legal act introducing the specified changes and additions to the Charter.
Stage 9. Within 10 days from the date of publication of the municipal legal act on amendments and additions to the Charter, the head of the municipal formation sends information about the source and date of official publication to the department of the Ministry of Justice of Russia that carried out its state registration.
To summarize, we can say with confidence that introducing any changes and additions to the charter of a municipality is not a complicated process. The main condition is compliance with the requirements specified in the Federal Law of October 6, 2003 No. 131 “On the general principles of organizing local self-government in the Russian Federation.”
Alexey Stroev
Step-by-step instructions for registration
Making adjustments to the charter involves performing a step-by-step algorithm of actions. It includes several important points.
Preparation of documents
The first thing this process begins with is the participants making an appropriate decision . If there are several of them, minutes of the general meeting .
The sole founder and participant of the LLC makes a sole decision. At the next stage, new information is directly entered, for example, indicating a new name, amount of authorized capital, legal address. The full text of the document in a modified format should be submitted to the tax service.
Filling out an application on form P13001: which sheets to fill out
Notification of the fact of making changes is made using form P13001. The applicant in this situation is the director of the enterprise . He puts his signature, which is subsequently certified by a notary. In order to carry out this procedure, the notary requests the following documents :
- OGRN certificate;
- certificate of the fact of assignment of TIN/KPP;
- protocol;
- a decision that changes have been made to the charter;
- a document certifying the powers of the director;
- an order confirming the fact of taking office;
- current charter;
- identification.
The rules for filling out the form are as follows :
- When filled out on a computer, letters must be 18 units high and the font should be Courier New.
- When filling out manually, black ink is used and block letters are required.
- The application includes 23 pages; you only need to fill out those in which changes are being made (there is no need to attach blank pages and number them).
- Several changes may be indicated within one application.
- Page 001 and sheet M are always filled in, regardless of the type of changes made.
- Section 5 is filled out by a notary.
- Double-sided printing is prohibited.
Filling out form P13002
Form P13002 provides notification of certain changes to the constituent documentation . Data entry into this form occurs when the changes become effective and take effect. It is also necessary to fill it out in case of changes occurring with representative offices and branches.
It is worth considering that if changes are made simultaneously with changes in relation to third parties that come into force from the registration stage, it is necessary to enter information into form P13001.
In the process of working with a document, you need to go through two stages, in particular – fill out and print. After this, the paper is submitted for official registration. The form itself consists of 6 sheets. This is page 1, sheet A containing 2 pages, sheet B containing 3 pages. The data is entered in accordance with the charter of the enterprise in a modified form.
Registration of supporting documents
The procedure for official registration of changes made begins after the tax authority receives the following package of documents :
- application drawn up in form P13001;
- a protocol that specifies the changes to be made;
- the charter in a new form;
- a receipt confirming the fact of payment of the state duty, the amount of which is 800 rubles.
Notifying third parties
Third-party organizations that interact with the LLC in question - clients, partners, suppliers, contractors, banks - are notified that changes have been made to the charter document. This is necessary so that they are aware of the changes that have occurred and can respond to them in a timely manner.
Form P13001
Sample form P13001 for changing OKVED codes
Sample form P13001 to bring the charter into compliance with the law
Sample form P13001 for other changes to the charter
Sample form P13001 when changing the name of an LLC
Sample form P13001 when changing legal address
Form PH0003
Form P13002
Everything is official
In order to make changes to the charter in accordance with all the rules, when registering, the civil servant must, among other things, provide a specially executed decision. It specifies exactly what changes are being made. As a rule, the document is drawn up as minutes of a meeting in which all shareholders took part.
An alternative option is a written approved and signed decision of the founder or several (depending on how many of them the legal entity has). The decisions of the company's management body have similar force. It is important not only to know how to amend the charter, but to do it legally correctly - that is, provide the paper to the state registrar, keeping a certified copy, since the original will be kept on file.
Registering changes
Changes made to the main constituent document of the organization are subject to registration with the tax office. For this purpose, the following package of documents :
- application completed in form P13001;
- new edition of the charter;
- minutes of the meeting;
- a receipt indicating payment of the state duty.
This list is presented in Art. 17 Federal Law No. 129. When changing the legal address, you may be asked to present documents confirming the right to use the premises located at the new address. This could be a photocopy of a certificate of ownership, a lease agreement, or a letter of guarantee.
Submission of documentation to the tax service can be handled directly by the director himself or his attorney, who has a power of attorney. Another way to notify the Federal Tax Service is by sending a registered letter by mail. Be sure to have an inventory of the attachment.
Five working days are given to register changes . If tax specialists have doubts about this, the procedure may be delayed. For 2020, the Federal Tax Service has the right to inspect documents and request explanations. If her questions remain unanswered, the director of the organization will be required to provide explanations, otherwise an entry will be made in the Unified State Register of Legal Entities about the unreliability of the information about the LLC .
In most practical situations, changes are recorded as normal. In this regard, after five working days, the director or his authorized representative will receive a form of a new document, as well as a sheet of the Unified State Register of Legal Entities. The insurance and pension fund will be notified of this fact through the Federal Tax Service, and the founder of the LLC will have to report the changes to the financial institution in which the current account is opened, as well as to counterparties.
After the registration procedure, new materials are subject to reflection in the Unified State Register of Legal Entities. It is advisable that the owners of the company independently check the correctness of the changes. If the information in the statement has not changed over a certain period of time, you should contact the tax service to which the documents were submitted, because a discrepancy can lead to problems with counterparties and financial institutions .
How to prepare, approve a change sheet and register innovations with the Federal Tax Service?
If there is only one participant, it is necessary to make a decision to change the charter. If there are several participants, a general meeting is required. At the meeting, the issue should be placed on the agenda and an affirmative vote should be taken. The question is posed in such a way that it is clear that changes are made not by drawing up a new edition of the constituent document, but by preparing a sheet of changes to it.
For example, you can state the issue to be considered as follows: “Amend clause 8.1 of the Charter of Zakoved LLC, stating it as follows: “The location of the Company is Moscow, st. Vavilova, 43. Changes should be reflected by drawing up a list of changes, which is an annex to the Charter of Zakoved LLC dated 08/12/2005 No. 1-UD and an integral part thereof.”
All participants, the chairman, and the secretary put their signatures on the minutes of the meeting. If there is a seal, the document is certified by it. All participants of the LLC sign the sheet of amendments to the charter.
Next, you need to submit documents to the Federal Tax Service, which indicate the LLC’s intention to change the charter in connection with the change of address.
Their list is as follows:
- Application on form P13001 in 1 copy.
- Change sheet in 2 copies.
- Receipt for payment of state duty in the amount of 800 rubles.
- A document confirming the new legal address (lease agreement, certificate of ownership, extract from the Unified State Register, etc.).
- Notarized power of attorney (if the documents are submitted by a representative).
The deadline for submitting documents is within 3 days from the moment the decision is made or the general meeting is held.
Application P13001 must be certified by a notary. To do this, he puts his signature on sheet M (page 3).
Reasons for refusal of registration
The Federal Tax Service has the right to refuse to carry out the registration procedure. Traditionally, this happens for several reasons :
- the organization presented false documents, and this fact was noticed by representatives of the tax inspectorate;
- serious errors were made in the papers received from the founders of the LLC or their proxies;
- the execution of documents does not comply with generally accepted principles and standards;
- the package of submitted documents was incomplete;
- the changes that have been made are contrary to the norms of current legislation.
In this case, there are two options for the development of events. The first way is that the organization corrects the situation and resubmits the documents. The second involves refusal of registration in principle due to the impossibility of its implementation.
Requirements for filling out and sample documents
During the registration process, a certain list of documents must be completed. The procedure for their registration will be discussed below.
Change sheet
In accordance with the provisions of Art. 17 Federal Law No. 129 dated 08.08.2001. To carry out the registration procedure with the Federal Tax Service, along with other papers, you must present the changes that have been made . Their registration occurs in a separate document. The law does not contain a list of situations in which a new edition is required for registration and in which a sheet of changes to the constituent document is sufficient.
However, it is worth considering that after certain changes are made, the charter will become valid only if the old copy is combined with a sheet on which the document’s corrections are present. This method is not always convenient, because individual sheets can be easily lost, and they quickly become unusable.
It would be more expedient to start preparing a new edition. But this will take much more time.
The change sheet traditionally includes the following data :
- specific changes made;
- the reasons why they occurred;
- link to the legislative framework.
Protocol
The protocol is used to record decisions made and re-register them. The document header contains the following data :
- name of the enterprise in full and abbreviated form;
- OGRN;
- TIN;
- legal address of the LLC;
- date of;
- place of organization of the meeting;
- the form in which it is carried out.
The main part includes a list of people present and the agenda - a list of issues that were considered. The final section involves indicating the names of people present and their signatures.
Solution
Decision making occurs for many reasons. The main one is to change the direction of the organization’s activities or change its address or director. The document includes a list of participants and a list of decisions made that must be included in the new form of the document.
The procedure for drawing up a sheet of amendments to the charter on changing the address of an LLC in 2017-2018
Filling out the sheet for changes to the charter is quite simple, since it contains a minimum of information. It reflects the following data:
- In the upper right corner it is indicated that the document was approved either by the decision of the participant or by the minutes of the general meeting (reflecting the details of these documents).
- The name of the document is written in the middle (for example, “Sheet of amendments No. 1 to the Charter of Zakoved LLC”).
- The body of the document identifies specific changes.
- After the main text, the signatures of the LLC participants or the sole participant are placed.
The stated list of data is sufficient for amendments to the constituent documents to be recognized as legitimate. After drawing up and approving the document, all that remains is to submit it to the Federal Tax Service along with other documents.
Examples of amendments to the charter
The procedure for making changes to the constituent document in practice is determined by the form of ownership of the enterprise.
OOO
In the case of an LLC, changes to the charter document may be required under the following circumstances :
- changing data associated with the company name;
- change of actual address;
- increasing or decreasing the size of the authorized capital;
- formation of new branches and divisions;
- changes in OKVED code values;
- establishing a different procedure for profit distribution;
- moving the term of office of the management team;
- change of control apparatus.
Company
A closed joint-stock company, like an LLC, uses the charter as the basic constituent document, which is stated in paragraph 1 of Art. 11 Federal Law No. 208 dated December 26, 1995. Amendments to the document are within the competence of the shareholders' meeting and are carried out on the basis of its decision.
Changes related to a decrease or increase in the amount of authorized capital, a change of address, or the creation of branches are subject to re-registration. The decision can be made at an annual or unscheduled meeting; the main condition is to include this issue on the agenda.
If there is only one shareholder in the CJSC, he makes the decision individually, which is stated in clause 3 of Art. 47 Federal Law No. 208. 75% are sufficient to make a decision . Certain decisions may be made solely on the basis of proposals from the board of directors. Changes are formalized in the form of a new edition of the statutory document, into which new data is entered.
Housing cooperative
The approval of the new charter in this case occurs within the framework of the meeting . Subsequently, the document is subject to a registration procedure at the tax office. Edits may have a direct relationship with changes in the name and other items. To organize the procedure, the following documents :
- application in form P13001;
- new version of the charter;
- protocol;
- check receipt;
- power of attorney (if a proxy acts instead of the applicant).
Non-profit organization
The following structures fall under Federal Law No. 7 “On Non-Profit Organizations” :
- Cossack societies;
- communities that include small ethnic groups;
- organizations of a religious nature;
- government corporations;
- specialized funds;
- non-profit partnerships;
- municipal institutions;
- cooperatives.
Due to the different reasons for the creation of these companies, the procedure for amending the constituent documents is not the same. But the list of documents submitted for the registration procedure is similar. It includes a receipt, an application in form RN0003, a decision of the highest organization, and a new form of charter. Submission of documentation is carried out at the location of the organization.
On amendments to the charter of an educational institution, see the video below.
Changes in the name of the organization
All changes in the name of the organization lead to the need to change the constituent document of the company. Moreover, the seal must also be replaced, as in the case of a change in the legal address of the company.
What constituent documents are submitted to government bodies when there are changes in the statutory documents?
Whatever changes occur, you will have to provide the following documents to the relevant authorities:
- State registration document.
- A certificate confirming the entry of data about your company into the Unified State Register of Legal Entities.
- Certificate of tax registration.
- Founding papers: agreement and charter.
- Passport details of all founders and directors.
Reasons for making changes
The reasons why changes are made to an organization’s documentation, as already noted, are different.
Change of location
This reason is one of the main circumstances requiring amendments to the constituent documents. By changing the address, the company changes the place where it receives goods from suppliers, letters and correspondence from various organizations.
Tax authorities must be aware of what is at a different address in order to know where to send notifications and to which Federal Tax Service it reports.
Upon joining
Joining another company into the organization is also an important step, because the taxation regime and the amount of fees paid to the state treasury may change. Therefore, such changes are subject to mandatory registration with government agencies and services .
When changing legal address
Activities carried out at a different legal address must also be formalized and registered officially, since many aspects of commercial activity depend on this.
Reorganization
Changing the structure and composition of the company is another reason to change the constituent documents and do this in an officially established manner.
This is not the entire list of circumstances in connection with which this procedure is initiated and carried out. But they are basic and therefore require special attention.
Who signs the new version of the charter?
The signing of the statutory documentation is carried out directly by the main founder of the organization, who is determined by the general meeting of participants. All founders have the right to vote and participate in decision-making in proportion to their shares in the authorized capital.
Thus, the charter is the most important document in any enterprise . If changes are made to it, this is done according to the generally accepted algorithm, strictly in accordance with the norms of current legislation. A competent approach involves preparing documents, paying state fees and waiting for the registration procedure.
Additional information regarding the bylaw change is provided below.
