Deadlines for making changes to the Unified State Register of Legal Entities do not depend on the type of information that needs to be entered. Based on the period of consideration by the tax service and the introduction of amendments by them, further planning of actions on the part of the head of the organization depends. Reliable information is necessary for concluding contracts, submitting applications for tenders, for adjusting the internal structure and distribution of powers in the company.
The main document establishing the rules and requirements for registration of organizations and individual entrepreneurs is Federal Law No. 129 of December 31, 2017. It presents Chapter VI, which describes the entire procedure for making changes to the Unified State Register of Legal Entities. Article 17 contains the procedure for making changes to the Unified State Register of Legal Entities that affect the company's Charter, as well as requirements for the provision of documents when making changes to the Unified State Register of Legal Entities without adjusting the statutory documents. Article 18 contains general order procedures in both cases.
Additional legislative norms are specified in Order No. MMV-7-6/25@ dated May 25, 2016, which presents document forms for the Federal Tax Service.
Thus, the deadline for registering changes in the Unified State Register of Legal Entities with the tax authorities is five days after receiving the entry reporting the amendments, regardless of their type. In the event of no changes or liquidation of the organization, the validity period of the Unified State Register of Legal Entities is unlimited.
The Unified State Register of Legal Entities includes the following 10 points:
Changes made to one of the information sections are published as the last line of this paragraph. The number and date of amendments are indicated. Here is a complete list of categories. Depending on the size and type of activity of the organization, some items may not be included in the Unified State Register of Legal Entities. For example, if an organization does not contribute funds to the Pension Fund, that is, is not an insurer, this item will be omitted from the Unified State Register of Legal Entities. The same condition applies to licenses that the company does not have.
Depending on the type of amendment, the company can make adjustments to both documents (the Charter and the Unified State Register of Legal Entities) or only to the register, if they do not affect the charter documents.
If it is necessary to change the charter and the Unified State Register of Legal Entities, you must bring to the Federal Tax Service:
ATTENTION! Deadline for making changes to the Unified State Register of Legal Entities when changing the director is three days from the date of the decision. The same changes are being made to the Charter.
If the amendments do not affect the statutory documents, but relate to the Unified State Register of Legal Entities, the manager or his representative must provide:
The address of the new location of the company should not be:
The law does not provide for filling out an application in the event of a change in the passport details of one of the company members or a manager. In this case, employees passport office They themselves notify the Federal Tax Service. However, the change procedure may drag on indefinitely, so it is better to report all changes yourself using statement P34001. No additional documents are required to be attached to it.
In a situation where it is necessary to notify the tax service about changes that have occurred, companies are given a period of three days. This period is the same as for public, joint stock companies and companies with limited liability.
Regardless of where the organization is located and what the number of employees or the size of the authorized capital is, the period provided for registering a legal entity in the Unified State Register of Legal Entities is the same for everyone, namely five days.
If the address changes, the company must also notify the Federal Tax Service and provide them with supporting documents after 20 days. If the premises are rented, an agreement with the landlord will be required; if the premises are owned, a purchase and sale agreement or a certificate of ownership will be required.
Five days are given to organizations to provide explanatory documents if, during on-site inspection violations were discovered. The Federal Tax Service has the right to suspend the activities of a company for a month from the last month to check its results.
Good to know! Documents can be submitted in person, through the MFC or by mail.
Organizations that do not provide a package of documents with an application within three days from the date of their entry into force face a fine of 5 thousand rubles.
Companies relocating to a new location are also given three days notice and 20 days for implementation and documentation.
For false information, managers face a fine of 5 to 10 thousand rubles. depending on the type of change. Ignoring notifications from the tax service, the absence of organizations at the address specified in the Unified State Register of Legal Entities, entails a mark in the register about unreliability and further liquidation after a year and three months (Article 21.1 of Federal Law No. 129).
Thus, the deadline for making changes to the Unified State Register of Legal Entities when changing the founder/manager/representative or making amendments to the Charter is three days from the date of the decision. The register must contain all OKVED codes and confirmation of the fact of transfer of funds to the Pension Fund. This information is not specified in the Charter, therefore it is necessary to periodically check the information in the Unified State Register of Legal Entities on the website of the tax service in order to prevent unwanted audits or forced liquidation.
To always stay on the wave of success, do you actively develop your company and, if necessary, respond flexibly to changes in the business world? In the interests of business, have you decided to change your main activity, give the company a new name, redistribute shares of the authorized capital, or replace the management team?
Carry out these and other important changes by making appropriate changes to constituent documents and the Unified State Register of Legal Entities, specialists from the Vector Prava legal bureau will help you. Our lawyers will provide advice and help prepare new edition statutory documents and will provide assistance at the stage of registration of changes to the constituent documents.
The need to amend the constituent documents arises every time one or more key attributes of a legal entity change. Current legislation requires that an application for registration of changes made to the constituent documents be submitted no later than 3 days from the moment the company’s management body makes a decision to change the data. Violation of this deadline, as well as the provision of inaccurate or false information, entails sanctions - a significant fine or disqualification for several years - specified in Art. 14.25 of the Code of Administrative Offenses of the Russian Federation.
In order not to violate the statutory deadlines and requirements for registering changes, and to complete all prescribed procedures promptly and clearly, contact us before:
The procedure involves creating new editions of the charter and constituent agreement, making a new seal, making changes to the Unified State Register of Legal Entities, as well as their registration with tax authorities and extra-budgetary funds. As a rule, assigning a new name to a company requires the same amount of time and effort as registering a legal entity.
After entering the new list of OKVEL into the charter, it is necessary to register an updated version of the constituent documents with the Federal Tax Service and make a corresponding entry in the state register. The statistics codes also need to be updated.
- Update information about founders or participants
Data about the participants of a legal entity are reflected in the statutory documents. Therefore, changing the passport or changing the passport data of at least one founder of an LLC (for a JSC or CJSC - at least one shareholder or register holder) entails the need to adjust the constituent agreement and charter, as well as state registration of these changes.
There are several ways to change company participants, and each of them involves making changes to the constituent documents with subsequent registration in the Unified State Register of Legal Entities. Our specialists will not only help you choose the optimal strategy for updating the composition of the founders, but will also provide legal support at the stage of making and registering changes to the constituent documents.
A change of position, as well as the name, surname, patronymic and other passport details of a person authorized to act in the interests of the company without a power of attorney, must be reflected in the statutory documents. The updated version of the charter must be registered, as well as new data must be entered into the Unified State Register of Legal Entities.
Since the size of the authorized capital (authorized capital or share capital) is fixed in the charter, when it increases or decreases, it is necessary to make appropriate adjustments to the constituent documents. In addition, you should go through the procedure state registration and officially notify business partners of the new capital amount.
Change of the organizational and legal form of the enterprise;
- changing data about a legal entity as an insured in the pension, social and compulsory health insurance funds;
- changing data on representative offices and branches.
In order for changes made to the constituent documents to have legal force, they must be registered in the manner established by Federal Law No. 129 of 08.08.2001. After making changes to the charter or constituent agreement, the following documents must be submitted to the registration authority:
Minutes of the meeting and the decision to amend the statutory documents;
- new versions of the charter and constituent agreement, as well as a list of changes;
- application for registration of changes - completed form P13001;
- receipt for payment of state duty.
According to the law, after making changes to the constituent documents, it is necessary to carry out a number of measures aimed at registering these changes and notifying government agencies. The law clearly regulates the timing of each procedure, and even minor errors at the stage of registration and collection of documents can lead to unplanned delays.
The lawyers of the Vector Prava bureau will help you resolve numerous bureaucratic formalities associated with making changes to an individual entrepreneur or the constituent documents of a legal entity, without being distracted from your main activity. Depending on the nature and complexity of the task you face, we will provide comprehensive legal services or:
Consultations on the legality and choice of strategy for upcoming updates of constituent documents;
- assistance in making changes and preparing new versions of the charter or constituent agreement;
- assistance in preparing a package of documents for state registration.
If necessary, our specialist, acting under a power of attorney on behalf of your legal entity, will submit and receive documents after making changes and registration.
You can consult on any issues related to making changes to individual entrepreneurs and statutory documents of legal entities, obtain information on the cost of services, or arrange a meeting with a lawyer by coming to our office or calling.
By collaborating with the legal bureau “Vector Prava”, you choose the right direction to success!
We offer you turnkey services for making changes to the Unified State Register of Legal Entities (Changing information in the Unified State Register of Legal Entities).
We will prepare quickly and efficiently necessary documents in accordance with legal requirements, we will collect a set of documents and make changes to the Unified State Register of Legal Entities. We will submit and receive documents on amendments to the Unified State Register of Legal Entities in 46 tax authorities using a notarized power of attorney.
You don’t need to think about what you need to make changes to the Unified State Register of Legal Entities, how to fill out the documents correctly and what exactly are needed, who the Applicant is, etc. go to the 46th tax office, you will receive registration documents in our office in the center of Moscow, near the metro.
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1) Change of Director/General Director (Amendments to the Unified State Register of Legal Entities in connection with the appointment of a new director) |
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2) Change of OKVED codes (change of types of activities). Changing the OKVED code of the main activity Adding OKVED codes for additional types of activities |
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| 3) Withdrawal of a participant from the LLC (Exclusion of a participant from the Unified State Register of Legal Entities in connection with the Application for Withdrawal) | |
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4) Inheritance of a share in the authorized capital of an LLC. (Amendments to the Unified State Register of Legal Entities in connection with the inheritance of a share) |
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| 5) Change of legal address (If it is not specified in the Charter, then changes are made only in the Unified State Register of Legal Entities. If the address is in the Charter, then changes must be made to the Constituent Documents) | |
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6) Correction of errors in the Unified State Register of Legal Entities. Correction of errors in the Unified State Register of Legal Entities due to the fault of the LLC. Correction of errors in the Unified State Register of Legal Entities due to the fault of the tax office. Correction of errors in the Charter. |
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| 7) Change of information about a participant legal entity during the reorganization of the participant’s company | |
| 8) Purchase and sale, donation, pledge of a share in the authorized capital of LLC | |
| 9) Sale of LLC (sale of 100% share in the authorized capital of LLC.) | |
| 10) Branch registration | |
| 11) Creation of a separate division (registration) | |
| 12) Liquidation (closing) of individual entrepreneurs | |
| 13) Reorganization of LLC (Merger, division, separation, accession, transformation) | |
| 14) Liquidation of LLC. | |
You need to make changes to the Unified State Register of Legal Entities, please contact us, we will help you quickly and efficiently!
A legal entity is required to report this to the registration authority within three working days from the date of changes contained in the Unified State Register of Legal Entities (USRLE). The list of this information is contained in Art. 5 Federal Law "On state registration of legal entities and individual entrepreneurs".
1) Making changes to the Unified State Register of Legal Entities when changing the director of an LLC
What is included in the service: consultation, preparation of a package of documents for submission to the 46th tax office: drawing up the text of the protocol of the General Meeting of Participants of the LLC (or the Decision of the sole participant, if there is only one) on the appointment of a new director and termination of the powers of the old one ( The decision is made by majority vote), Filling out the Application for amendments to the Unified State Register of Legal Entities, form P14001 (which the new director will then have to notarize) + services for submitting and receiving documents to 46 Tax Office using a notarized power of attorney. No state duty is paid.
Copy of the LLC Charter
A copy of the New Director's passport.
TIN, phone number, email of the new director.
Passport details and TIN of the old director
You can read more about the procedure for changing the General Director of an LLC in the article “Procedure for changing the General Director of the Company” step by step instructions in the section of our website for articles for legal entities.
Applications for amendments to the Unified State Register of Legal Entities form P14001 (The applicant’s signature must be notarized. Sheet K is filled out separately for the New Director (assignment of powers) and the Old Director (termination of powers)
Decision of the sole participant on the appointment of a director or Minutes general meeting participants (if there are several participants)
Applicant upon change of director - New director.
Cost of the service “making changes to the Unified State Register of Legal Entities when changing the director”:
Option “Registration of changes in the Unified State Register of Legal Entities on a turnkey basis” with delivery and receipt of documents to the 46th tax office - RUB 3,000.0.
On amendments to the Unified State Register of Legal Entities and the execution of a notarized power of attorney for the submission and receipt of documents are paid separately to the notary with whom you certify the documents.
Additional service:
1) Drawing up an order for taking office.
2) Drawing up an Act of acceptance and transfer of documents from the old director to the new one.
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2). Making changes to the Unified State Register of Legal Entities with fewer types of LLC activities. (Change of OKVED codes)
What is included in the service: Consultation, study of the Charter of your LLC, Filling out the Application for amendments to the Unified State Register of Legal Entities form P14001 (which the director must then notarize), Drawing up the Minutes of the General Meeting of LLC participants (or the Decision of the sole participant) + services for submitting and receiving documents to the 46 Tax Office by notary certified power of attorney. State duty is not paid.
Applications for amendments to the Unified State Register of Legal Entities form P14001. The application must be notarized. Applicant when changing OKVED codes General Director. If he is not the one doing the renting, then the representative must have a notarized Power of Attorney.
The decision of the sole participant or the Minutes of the general meeting of LLC participants.
Copy of the LLC Charter
ORGN, INN
List of LLC participants
The type of activity you want to add or exclude or make the main one.
TIN, telephone, email of the Director of the LLC.
“Changing OKVED codes”
. Cost of "Changing OKVED codes":
1) Option “Registration of changes in the Unified State Register of Legal Entities on a turnkey basis” with submission and receipt of documents to the 46th tax office. - RUB 5,000.0.
Notary services for certification of application and the execution of a notarized power of attorney for the submission and receipt of documents are paid separately to the notary with whom you certify the documents
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3) Making changes to the Unified State Register of Legal Entities whenwithdrawal of a participant from the LLC
What is included in the service: Consultation, Studying the Charter of your LLC, Drawing up a Member’s Application for withdrawal from the LLC, Drawing up Minutes of the General Meeting of LLC participants on withdrawal, distribution of shares, making changes to the Unified State Register of Legal Entities, Filling out an Application for amendments to the Unified State Register of Legal Entities form P14001, Recording to a Notary for certification of the Application for making changes in the Unified State Register of Legal Entities. services for submitting and receiving documents to the 46 Tax Office using a notarized power of attorney. No state duty is paid.
Documents required from you to provide the service:
Notarized Application of a participant to withdraw from the LLC.
Copy of the LLC Charter
ORGN, INN
List of LLC participants, indicating the size and nominal value of their shares.
A copy of the passport of the participant leaving the LLC.
A copy of the Director's passport.
Withdrawal of a participant from the LLC
What is included in the service “Exit of a participant from an LLC”: Consultation, Drawing up an Application for withdrawal from the membership of the LLC (it must be notarized), Drawing up the Minutes of the general meeting of participants on the withdrawal of the participant, redistribution of shares and amendments to the Unified State Register of Legal Entities, Filling out Form 14001 (The application must then be notarized. Applicant General Director. ), Recording and accompaniment to a notary (The protocol must be notarized) + services for submitting documents to the 46 tax office and receiving documents from the 46 tax office using a notarized power of attorney.
Documents that are provided to the tax office for making changes to the Unified State Register of Legal Entities in connection with the withdrawal of a participant from the Company:
Application in form P14001, certified by a notary by the General Director
A notarized statement of a company participant regarding withdrawal from the Company.
Minutes of the General Meeting of LLC Participants
No state duty is paid.
The applicant for the withdrawal of a participant from the LLC is the General Director of the LLC.
The cost of registering changes in the Unified State Register of Legal Entities in connection with the withdrawal of a participant:
Notarial services for Certification of the Participant’s Application for withdrawal from the Company, certification of the application form 14001
4) Inheritance of a share in the authorized capital of an LLC
What is included in the service: Consultation, Study of the Charter of your LLC, Filling out an Application for amendments to the Unified State Register of Legal Entities form P14001, Drawing up the Minutes of the General Meeting of LLC participants (or the Decision of the sole participant) + services for submitting and receiving documents to 46 Tax Offices using a notarized power of attorney. State duty is not paid.
Documents required from you to provide the service:
Copy of the LLC Charter
ORGN, INN
List of LLC participants
Notarized copy of the certificate of inheritance.
Notarized copy Certificates of the right to a share in the common joint property of the spouses, issued to the surviving spouse.
A copy of the heir's passport.
TIN, heir's phone number.
Documents that are submitted to the 46th tax office:
Applications for amendments to the Unified State Register of Legal Entities form P14001. The application must be notarized. Applicant Member of the company - heir. If he is not the one doing the renting, then the representative must have a notarized Power of Attorney. If there are several heirs, then all of them are Applicants when making changes when inheriting a share (each of the heirs fills out their own sheet “D”), the signature of each heir must be notarized.
The decision of the sole participant or the Minutes of the general meeting of LLC participants on the transfer of the share to the heir.
A copy of the Certificate of Inheritance.
A copy of the Certificate of the right to a share in the common joint property of the spouses, issued to the surviving spouse.
REGISTRATION PERIOD 5 working days.
ATTENTION! The charter may provide that a share in the authorized capital passes to the heirs only with the consent of the remaining participants of the LLC. If the participants do not give consent, the heir has the right to receive the actual value of the share or, with his consent, property corresponding to the share.
Cost of “Amendments to the Unified State Register of Legal Entities upon inheritance of a share”:
1) Option “Registration of changes in the Unified State Register of Legal Entities on a turnkey basis” with submission and receipt of documents to the 46th tax office - 5,000.0 rubles.
Notary services for Certification of application form 14001and the execution of a notarized power of attorney for the submission and receipt of documents are paid separately to the notary with whom you certify the document.
5) Change of legal address (If the address is not indicated in the Charter, then changes are made only in the Unified State Register of Legal Entities. If the address is in the Charter, then it is necessary to make changes not only in the Unified State Register of Legal Entities, but also in the Charter, see in this case the section on making changes to the Constituent Documents).
ATTENTION: YOU CAN VIEW THE LIST OF MASS REGISTRATION ADDRESSES ON THE SITE: https://service.nalog.ru/addrfind.do
1)Option: You change your legal address within the same municipality (for example, in Moscow) or The new address of a legal entity when changing the location of a legal entity will be the address of the place of residence of a participant in a limited liability company holding at least fifty percent of the votes of the total number of votes of participants in this limited liability company, or the address of the place of residence of the Director.
What is included in the service: Consultation, Study of the Charter of your LLC, Filling out an Application for amendments to the Unified State Register of Legal Entities form P14001, Drawing up the Minutes of the General Meeting of LLC participants (or the Decision of the sole participant) + services for submitting and receiving documents to 46 Tax Offices using a notarized power of attorney. State duty is not paid.
Documents that are submitted to the 46th tax office:
Applications for amendments to the Unified State Register of Legal Entities form P14001. The application must be notarized. Applicant General Director. If he is not the one doing the renting, then the representative must have a notarized Power of Attorney.
The decision of the sole participant or the Minutes of the general meeting of LLC participants on a change of location.
A copy of the Lease Agreement.
A copy of an extract from the Unified State Register of Real Estate / a copy of the certificate of ownership) for the premises you are renting.
Letter of guarantee.
No state duty is paid.
Documents required from you to provide the service:
Copy of the LLC Charter
ORGN, INN
List of LLC participants
Copy of the LLC Director's passport
Copy of the Lease Agreement, Copy of the Extract from the Unified State Register of Real Estate, Copy of the Certificate of Ownership, Letter of Guarantee from the owner.
Cost of "Change of legal address":.
1) Option “Registration of changes in the Unified State Register of Legal Entities on a turnkey basis” with submission and receipt of documents to the 46th tax office - 5,000.0 rubles.
Notary services for certification of application and the execution of a notarized power of attorney for the submission and receipt of documents are paid separately to the notary with whom you certify the document.
2) Option 2. You change your address to an address outside the municipality (for example, from Moscow to the Moscow region)
In this case, the change of legal address occurs in 2 stages.
Stage 1. When a legal entity makes a decision to change the location (the address of the legal entity, entailing a change in the location of the legal entity), the legal entity is obliged to submit an application in form No. P14001 to the registration authority at the previous location within three working days after such a decision is made, in sheet B of which only points 1 - 5 are filled in, as well as the specified solution.
Based on the above documents, the registering authority, in the prescribed manner, enters into the Unified State Register of Legal Entities information about the legal entity’s decision to change its location. Duration 5 working days.
Stage 2. On the 21st day after the date of entering information into the Unified State Register of Legal Entities that the legal entity has made a decision to change the location of the legal entity, documents for the change are submitted to the registration authority at the new location of the legal entity change of location (address of the legal entity at which the location of the legal entity changes)
Application in form No. P14001, in sheet B of which the address of the legal entity is indicated (if the address is in the charter, then form 13001)
Documents confirming that a legal entity or a person who has the right to act on behalf of a legal entity without a power of attorney, or a participant in a limited liability company holding at least fifty percent of the votes of the total number of votes of participants in this company, has the right to use the property or its parts located at the new address of the legal entity.
What is included in the service: Consultation, Studying the Charter of your LLC, Filling out the Application for amendments to the Unified State Register of Legal Entities (USRLE) form for submission to the old registration authority, Filling out the Application for amendments to the Unified State Register of Legal Entities (USRLE) form for submission to the new registration authority. Drawing up the Minutes of the General Meeting of LLC participants (or the Decision of the sole participant) + services for submitting and receiving documents to the 46 Tax Office using a notarized power of attorney and services for submitting and receiving documents to the tax office at a new address. No state duty is paid.
ATTENTION! When changing the address, the presence of the organization at the new address is checked!
Documents required from you to provide the service:
Copy of the LLC Charter
ORGN, INN
List of LLC participants
Copy of the LLC Director's passport
TIN, telephone, email of the director.
-Copy of the Lease Agreement, Copy of Extract from the Unified State Register of Real Estate, Copy of the Certificate of Ownership.
Cost of "Changing a legal address to another region":
1) Turnkey option (with submission and receipt of documents at the old registration authority (for example, 46 tax office in Moscow), with submission and receipt of documents at the registration authority at the new address (tax M.O.) - 8000.0 rubles.
Notary services for certification of application and the execution of a notarized power of attorney for the submission and receipt of documents are paid separately to the notary with whom you certify the document.
6) Correction of errors in the Unified State Register of Legal Entities.
What is included in the service: consultation, preparation of a package of documents for submission to the 46th tax office, drafting the text of the protocol of the General Meeting of Participants of the LLC (or the Decision of the sole participant, if there is one) on amendments to the Unified State Register of Legal Entities in connection with the correction of errors in a previously submitted application. Filling out the Application for amendments to the Unified State Register of Legal Entities, form P14001 + services for submitting and receiving documents to 46 Tax Offices using a notarized power of attorney. State duty is not paid.
Documents required from you to provide the service:
Copy of the LLC Charter
Copy of OGRN, TIN certificate
List of LLC participants, size and nominal value of their shares.
Copy of the director's passport, Passport details and TIN of the director.
TIN, telephone, email of the director.
Information about what error was made in the Unified State Register of Legal Entities.
Documents that are submitted to the 46th tax office:
Applications for amendments to the Unified State Register of Legal Entities form P14001 (The applicant’s signature must be notarized. The applicant is the General Director)
Decision of the sole participant or Minutes of the general meeting of participants (if there are several participants)
Applicant General Director.
REGISTRATION TIME: 5 BUSINESS DAYS.
Cost of the service “correction of errors in the Unified State Register of Legal Entities:
1) Option “Registration of changes in the Unified State Register of Legal Entities on a turnkey basis” with delivery and receipt of documents to the 46th tax office - 5,000.0 rubles.
(1500 rubles) and registration of a notarized power of attorney for the submission and receipt of documents (1500 rubles) are paid separately to the notary with whom you certify the documents.
7) Changes in information about an LLC participant in connection with its transformation from a JSC to an LLC
When transforming a JSC that is a participant in an LLC into the Unified State Register of Legal Entities, it is necessary to make changes to the information about the participant.
To do this, you must submit to the registration authority:
Application on Form 14001 (Applicant Participant - General Director of the Participant). We fill out the first page, sheet B in two copies (on one “2” we enter information about the termination of participation”, we fill it out in relation to the reorganized JSC, on the second “1” we enter information about the new participant, we fill it out in relation to the LLC that was formed as a result transformation, indicate the share of 100%, sheet P as the applicant indicate “11” - the head of the permanent executive body legal entity-successor of a reorganized legal entity-participant of a limited liability company", section 2 is filled out for the successor LLC, section 4 for the director of the successor LLC
A notarized copy of the Sheet of Record on the reorganization of the JSC
Notarized power of attorney to submit documents to make changes to the Unified State Register of Legal Entities.
No state duty is paid.
8) Making changes to the Unified State Register of Legal Entities when n sale of shares in the authorized capital of LLC (Change of participants)
ATTENTION: A transaction aimed at alienating a share or part of a share in the authorized capital of a company is subject to notarization by drawing up one document signed by the parties. Failure to comply with the notarial form entails the invalidity of the transaction.
When selling a share, documents are submitted to the registration authority by the notary himself, who certifies the Agreement for the sale and purchase of a share in the authorized capital.
Sale of a share in the authorized capital of an LLC
Tax on the sale of a share in the authorized capital:
A share or part of a share in the authorized capital of the company passes to its acquirer from the moment the corresponding entry is made in the unified state register of legal entities
A notary who has certified an agreement on the alienation of a share or part of a share in the authorized capital of a company or the acceptance of an irrevocable offer, within two working days from the date of this certification, unless a longer period is provided for by the agreement, submits to the body carrying out state registration of legal entities an application for the inclusion of the relevant amendments to the unified state register of legal entities
What is included in the services of a lawyer to support a transaction for the sale of a share in the authorized capital of an LLC: Consultation, Studying the Charter of your LLC, Checking the documents required for the sale of a share in the authorized capital of the LLC, Drawing up and sending offers (ATTENTION, the offer to sell a share must be certified by a notary) addressed to the remaining participants and the LLC (having the pre-emptive right to purchase the share) on the purchase of the share and giving consent to the sale of the share (if consent is required according to the Charter of the LLC), containing an indication of the price and other conditions of sale, Drawing up an Application for Waiver of the Preemptive Right to Purchase a Share (which must then be notarized), Drawing up a Share Purchase and Sale Agreement (which must be notarized), Drawing up a receipt for receipt of the cost of the share. Filling out an application for making changes to the Unified State Register of Legal Entities, form 14001, Recording with a notary. State duty is not paid.
OGRN, INN of the Company.
A copy of the LLC Charter.
Copy of passport, TIN, telephone, email of the Seller and Buyer
Documents on the basis of which a share or part of a share in the authorized capital of the company was acquired, they may be, in particular:
1) an agreement or other transaction in accordance with which a company participant acquired a share or part of a share, if the share or part of a share was acquired on the basis of a transaction;
2) solution sole founder on the creation of a company when creating a company with one participant in the company;
3) an agreement on the establishment of a company or a constituent agreement of a company, concluded earlier than July 1, 2009, when creating a company with several participants in the company;
4) a certificate of the right to inheritance, if a share or part of a share was transferred to a company participant by inheritance;
5) a court decision in cases where a judicial act directly establishes the right of a company participant to a share or part of a share in the authorized capital of the company;
6) minutes of the general meeting of the company in the case of the acquisition of a share or part of a share when increasing the authorized capital of the company, the distribution of shares belonging to the company between its participants and in other cases if the acquisition of a share or part of a share occurs directly on the basis of a decision of the general meeting of the company.
Documents confirming payment of the share by the Seller.
Notarized consent of the spouse to the alienation, acquisition of a share.
Cost of our services:
“Support for the purchase and sale of a share in the authorized capital” - 5000.0 rub.
Notarial services are paid separately to the notary.
DOCUMENTS FOR SALE OF SHARES THAT WILL BE REQUIRED FROM THE NOTARY:
Charter with all amendments and additions.
An agreement on the exercise of rights by members of the company or a certificate of its absence.
Decision or protocol on the creation of a company.
Decision or Protocol on the appointment of a director.
All Evidence.
List of Society members.
A document confirming the ownership of the share by the Seller.
Notarized Notification of the Seller about the sale of the share, which he sent through the company to the other participants.
A notarized statement of the company's participants waiving the preemptive right to purchase a share.
A notarized statement of the company waiving the pre-emptive right to purchase a share, signed by the General Director. (if according to the charter the company has a pre-emptive right to purchase)
Notarized consent of the spouse of the seller and buyer for the sale/purchase of a share.
Application for amendments to the Unified State Register of Legal Entities form 14001.
A document from the company confirming payment by the person who sells the share of the share sold by him, signed by the Director and Accountant.
Share purchase and sale agreement in two copies.
(The list is approximate, check it with the notary who will certify your transaction)
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7) Creation of a separate division:
ABOUTa separate division of an organization is any division territorially isolated from it, at the location of which stationary workplaces are equipped. Recognition of a separate division of an organization as such is carried out regardless of whether its creation is reflected or not reflected in the constituent or other organizational and administrative documents of the organization, and on the powers vested in the specified division. At the same time workplace is considered stationary if it is created for a period of more than one month (Article 11 of the Tax Code, Article 55 of the Tax Code)
ATTENTION! Organizations are required to inform the tax authority at the location of the organization about all separate divisions created on the territory of the Russian Federation within one month from the date of creation of the separate division (Form No. S-09-3-1)
Information about OP, unlike branches, is not entered into the Unified State Register of Legal Entities. A notification procedure is in effect.
For conducting activities as a separate division without registration, a fine is provided in the amount of 10% of the income received as a result of the activities of the OP, but not less than 40 thousand rubles.
For violation of the deadline for registration with the tax authority, liability is provided in the amount of 10,000.0 rubles.
If the OP is vested with the authority to make payments individuals(Clause 7P.3.4.Article 23 of the Tax Code) the organization must notify the tax authority about this (Order of the Federal Tax Service dated January 10, 2017 No. MMB-7-14/4@ to pay insurance premiums and provide reporting on payments OP will be at its place location (clauses 7.11, article 431 of the Tax Code)
What is included in the service: Consultation, Filling out the message Form No. S-09-3-1), Drawing up the text of the Minutes of the general meeting of participants or the Decision of the sole participant on the creation of a separate division, Drawing up the Regulations on the separate division + services for submitting the Message Form No. S-09-3-1 ) to the tax authority at the location of the organization under a Power of Attorney.
Documents required from you to provide the service:
OGRN, INN of the Company.
A copy of the LLC Charter.
A copy of the list of LLC participants.
A copy of the General Director's passport.
The address of the location of your OP.
OP creation date
Copy of the Lease Agreement
Cost of the service “creation of a separate division”:
1) “Turnkey” option with submission of documents to the tax office - 5,000.0 rubles
8) Liquidation of LLC
Liquidation of a legal entity entails its termination without the transfer of its rights and obligations to other persons.
1. A member of the Company, if he is one, makes a decision on the voluntary liquidation of the LLC and appoints a liquidator or liquidation commission, determines the procedure and timing of liquidation. If there are several participants, then the Decision is documented in the Minutes of the General Meeting.
2. Within 3 working days from the moment the decision on liquidation is made, participants are required to submit to the registering authority a notarized form P15001 and a Decision on liquidation and appointment of a liquidator, in order to make a record in the Unified State Register of Legal Entities that the legal entity is in the process of liquidation. Applicant Liquidator
3. The liquidator publishes in the state registration bulletin a notice of liquidation and the procedure and deadline for filing claims by creditors, which cannot be less than 2 months. The log is saved.
4. The liquidator notifies creditors in writing. Identifies debt to funds, tax authorities, employees, contractors, and the budget.
5. Property inventory.
6. Tax audit Reconciliation of calculations with the tax office.
7. After 2 months from the date of publication in the state registration gazette, the participants approve the interim liquidation balance sheet. The liquidator submits to the registration authority an application in form P15001 in connection with the preparation of an interim balance sheet, notarized and an interim balance sheet. Applicant Liquidator.
8. The liquidator makes settlements with creditors in the order of priority established by law.
9. The participants approve the liquidation balance sheet, about which they draw up the Minutes of the general meeting or the Decision of the sole participant if he is alone. The liquidator signs the balance sheet.
10. Submit a set of documents for liquidation to the registration authority:
- Application for state registration of a legal entity in connection with its liquidation (Form No. P16001) Applicant Liquidator.
- Liquidation balance sheet approved by the participants, signed by the Liquidator.
- Receipt for payment of state duty in the amount of 800 rubles.
- A document confirming the provision of information to the territorial body of the Pension Fund.
11. On the 6th working day, he receives a Unified State Register of Legal Entities entry sheet.
12. The liquidation of a legal entity is considered completed, and the legal entity has ceased to exist after information about its termination is entered into the Unified State Register of Legal Entities.
9) Changes in the Unified State Register of Legal Entities for individual entrepreneurs.
ATTENTION! If an individual entrepreneur changes his last name, first name, registration address, or passport, there is no need to make changes to the Unified State Register of Legal Entities.
IF an individual entrepreneur changes the main type of activity or adds additional ones, then changes need to be made to the Unified State Register of Legal Entities.
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Affordable pricesThe cost is indicated in the Contract and is fixed
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consultationsThe list of our services is not limited to the registration of individual entrepreneurs, and if you have problems and questions when carrying out activities after registering an individual entrepreneur, you can always get advice and relevant legal services from us.
You can also find out about the readiness of documents when making changes to the constituent documents on the website https://service.nalog.ru/uwsfind.do
An edition of the document has been prepared with changes that have not entered into force
Federal Law of 08.08.2001 N 129-FZ (as amended on 26.11.2019) “On state registration of legal entities and individual entrepreneurs” (as amended and supplemented, entered into force on 01.04.2020)Article 18. The procedure for state registration of changes made to the constituent document of a legal entity, and amendments to information about a legal entity contained in the unified state register of legal entities
1. State registration of changes made to the constituent document of a legal entity, and (or) introduction into the unified state register of legal entities of changes relating to information about a legal entity, but not related to amendments to the constituent document of a legal entity, is carried out by the registration authority at the location legal entity.
(see text in the previous edition)
State registration of a change in the location of a legal entity is carried out by the registering authority at the new location of the legal entity.
2. Submission of documents for registration of changes made to the constituent document of a legal entity, and (or) introduction into the unified state register of legal entities of changes relating to information about a legal entity, but not related to changes made to the constituent document of a legal entity, are carried out in the manner provided for in Article 9
(see text in the previous edition)
3. State registration of changes made to the constituent document of a legal entity, and (or) introduction into the unified state register of legal entities of changes relating to information about a legal entity, but not related to changes made to the constituent document of a legal entity, are carried out within the time limits stipulated Article 8 of this Federal Law.
(see text in the previous edition)
4. If changes are made to information about a legal entity due to a change in the location of the legal entity, the registering authority forwards the registration file to the registering authority at the new location of the legal entity.
(see text in the previous edition)
5. In the case of state registration of changes made to the constituent document of a legal entity, and (or) in the case of changes made to the unified state register of legal entities concerning information about the legal entity, but not related to changes made to the constituent document of the legal entity, in the unified state register of legal entities, the corresponding entry is made.
All information about legal entities And individual entrepreneurs contained in the unified state registers of legal entities (USRLE) and individual entrepreneurs (USRIP).
In the process of implementing them economic activity, various types of changes occur in the structure of enterprises and areas of activity, and therefore, the obligation arises to make such changes in the state register.
Where do changes need to be made?
Changes in the Unified State Register of Legal Entities
Change legal details
Readiness - 5 working days
More details
Changes to the Unified State Register of Individual Entrepreneurs
Change individual entrepreneur information
Readiness - 5 working days
More details
Specialists from the “Unified Tax Services Portal” can provide assistance in preparing and state registration of the necessary changes. They are ready to pay the state fee for making changes and advise you on all related issues.
For any questions please contact: 8-495-134-33-40 (multichannel)
All changes are subject to mandatory registration with MIFNS 46 of the city of Moscow within a period not exceeding three days.
To do this, you must provide the following documents:
When there is a change of founders, in addition to the specified list, the following is provided:
Amendments to the charter (constituent documents) of legal entities are necessary in the following cases:
(not related to changes made to the constituent documents)
It is not uncommon for an LLC to undergo a change general director(directors). Information about the director is not included in the constituent documents; such information is contained in the Unified State Register of Legal Entities. Accordingly, it is necessary to carry out state registration of such information and submit an application to the tax office within a period not exceeding three days. making changes to the LLC according to form P14001. The application must be certified by a notary. Along with the application, you will need to submit the following documents:
To make changes, an individual entrepreneur must submit the following list of documents to Tax Inspectorate No. 46 of the city of Moscow:
If the changes concern a change of place of residence, then in accordance with the norms of paragraph 4 of Article 84 of the Tax Code of the Russian Federation, documents are submitted to the tax office at the old place of registration. And the Federal Tax Service, in turn, transfers information to the new registration address.
