42. A legal entity is subject to re-registration in the following cases:
1) reducing the size of the authorized capital;
2) name changes;
3) changes in the composition of participants in business partnerships (with the exception of business partnerships in which the maintenance of the register of participants in a business partnership is carried out by a professional market participant securities having a license to carry out activities related to maintaining a system of registers of securities holders).
Re-registration of a legal entity on the grounds of changing the composition of participants, changing the name or reducing its authorized capital is possible in cases of reorganization through merger and separation.
43. A legal entity, within a month from the date of adoption of the decision of the authorized body, submits the following documents to the registration authority:
1) application for state (accounting) re-registration of a legal entity, branch (representative office) in the form in accordance with Appendix 12 to this Instruction, for small, medium and large businesses operating on the basis of the Model Charter - applications in forms in accordance with Appendices 13, 14 , 15 to these Instructions. A legal entity in which the state participates submits an application with the registrar’s mark;
2) a decision or an extract from the decision of the authorized body of a legal entity on state (accounting) re-registration, providing for the introduction of changes and additions to constituent documents legal entity, regulations on the branch (representative office), sealed by the legal entity;
3) three copies of constituent documents (provisions) with amendments and additions for a legal entity not related to a private business entity, as well as a joint-stock company, their branches (representative offices).
In this case, changes and additions can be made in two ways:
1) by drawing up constituent documents in a new edition;
2) registration of changes (additions) in the form of annexes to the previous constituent documents.
If the constituent documents are subject to notarization, then the changes and additions made to them are certified by a notary;
4) originals of the previous constituent documents of a legal entity not related to a private business entity, as well as a joint-stock company, regulations on their branches (representative offices).
The registering authority, if the private business entity has a charter and a certificate of state registration (re-registration), seizes the originals of previous documents;
5) a receipt or other document confirming payment of the registration fee to the budget for state re-registration of a legal entity or accounting re-registration of a branch (representative office).
The specified list of documents is presented in all cases of re-registration.
44. When re-registering in connection with a change in the composition of participants, a document is additionally submitted confirming the alienation (assignment) of the right of a retiring participant in a business partnership to a share in the property (authorized capital) of the partnership or its part in accordance with the legislative acts of the Republic of Kazakhstan and constituent documents, with the exception of business partnerships in which the maintenance of the register of participants in a business partnership is carried out by a professional participant in the securities market who has a license to carry out activities related to maintaining a system of registers of securities holders. In the event that a party to an agreement for the alienation (assignment) of the right of a retiring participant in a business partnership to a share in the property (authorized capital) of the partnership or part thereof is an individual, then the authenticity of the signature individual subject to notarization.
45. When re-registering a legal entity in connection with a decrease in the authorized capital, a written notice to creditors about the reduction in the authorized capital or an official publication in which information about the partnership is published is additionally submitted.
46. If during the process of re-registration a legal entity changes its actual location, then a document confirming its actual location is additionally submitted to the registration authority.
47. For state re-registration of natural monopoly entities, the consent of the authorized body exercising management in the areas of natural monopolies and regulated markets is provided.
48. For re-registration of market entities occupying a dominant or monopoly position in the relevant product market, as well as state enterprises, legal entities, more than fifty percent of the shares (stakes in the authorized capital) of which belong to the state, and persons affiliated with them, who will carry out their activities on the territory of the Republic of Kazakhstan, except for cases where such creation is expressly provided for by the laws of the Republic of Kazakhstan, the consent of the antimonopoly authority is required.
49. Introduction of amendments and additions to the constituent documents of banks, organizations engaged in individual species banking operations, insurance and reinsurance organizations are carried out taking into account the features provided for, respectively, by the banking legislation of the Republic of Kazakhstan, the legislation of the Republic of Kazakhstan on insurance and insurance activities.
When reorganizing a legal entity, the documents provided for in paragraphs 19 and 20 of these Instructions are submitted to the registration authority.
Footnote. Clause 49 as amended by order of the Minister of Justice of the Republic of Kazakhstan dated February 20, 2015 No. 101 (shall be enforced upon the expiration of ten calendar days after the day of its first official publication).
50. After submitting documents for state re-registration, the registering authority:
1) checks the completeness of the package of submitted documents and the correctness of their preparation (execution), for compliance with the current legislation of the Republic of Kazakhstan;
2) issues an order on state re-registration of a legal entity in the absence of violations current legislation;
3) enters information on the state re-registration of a legal entity into the National Register;
4) within one working day from the date of registration, send to the state revenue authorities a notice of the state re-registration of a legal entity with an assigned BIN;
5) issues a certificate of state re-registration of a legal entity in accordance with Article 12 of the Law;
6) supplements the case with new constituent documents or a copy of changes and additions made to the constituent documents, drawn up as an appendix to the previous constituent documents, with the exception of private business entities and other documents of a legal entity.
After registering the case (affixing the appropriate stamps confirming the assignment of the BIN and seal), the originals of the constituent documents (with the exception of private business entities, except for a joint-stock company) are returned to the authorized person.
Footnote. Clause 50 as amended by order of the Minister of Justice of the Republic of Kazakhstan dated February 20, 2015 No. 101 (shall be brought into force upon the expiration of ten calendar days after the day of its first official publication).
51. A branch (representative office) is subject to accounting re-registration in case of a name change.
Accounting re-registration of a branch (representative office) is carried out in accordance with paragraphs 43, 50 of these Instructions in relation to the branch (representative office). The branch (representative office) is issued a certificate in accordance with Article 12 of the Law.
In case of a change in the name of a foreign legal entity that has created a branch or representative office, a legalized extract from the trade register or another legalized document is additionally submitted certifying that the name of this entity has been changed in accordance with the legislation of its country, with a notarized translation into Kazakh and Russian.
With uv.
Reorganization of LLP into LLC is carried out on the territory Russian Federation since 1999, on the basis of a law adopted by the State Duma. Before this legal act came into force, enterprises were reorganized into LLPs, which were partnerships, at regular intervals. If until today, for some reason, the LLP has not changed its organizational and legal form, then a financial penalty in the form of a fine will be applied to its management.
To re-register a LLP into an LLC, its managers must perform a number of actions:
Contact the regulatory authorities and find out if this entity has been deregistered entrepreneurial activity;
Pay the state fee for re-registration of the organizational and legal form (currently the amount is 800 rubles);
Pay the accrued penalties according to the report received from the tax service (the amount of the fine is 5,000 rubles);
Submit the collected package of documentation to the regulatory authorities;
Register changes in the state register.
After the LLP has been re-registered as an LLC, it can continue to operate. If necessary, the founders can decide to reorganize the LLC by merging (merging or spinning off) it with the active developing company. This is done during a meeting, based on a decision made by the owners. The authorized representative must then carry out all stages of the reorganization measures, either in the form of separation, acquisition or merger.
The separation, affiliation, merger or other type of reorganization of an LLC must be carried out in accordance with the regulations of the Civil Code of Russia. This procedure involves several important steps:
Collection of documents;
Appeal to the state registrar and regulatory authorities;
Notification of the upcoming reorganization of creditors (during settlement, debts are returned to the budget first);
Publication of a message in specialized media;
Payment of state duty;
Liquidation of the acquired organization;
Registration of a newly created company.
Only after the decision is announced by an employee of the Federal Tax Service, all changes come into force. Until this moment, carry out activities in the new legal form prohibited.
In the closed list of organizational and legal forms in which commercial organizations can be created on the territory of the Russian Federation, given in the currently valid Civil Code, there is no such form as a limited liability partnership.
According to paragraph 4 of Article 6 of the Federal Law of November 30, 1994 N 52-FZ “On the Entry into Force of Part One of the Civil Code of the Russian Federation,” the constituent documents of partnerships with limited liability created before the official publication of part one of the Code are subject to being brought into compliance with the norms of Chapter 4 of the Code on Limited Liability Companies in the manner and within the time frame that will be determined when the law on limited liability companies is adopted.
In accordance with clause 3 of Article 59 of the Federal Law dated 02/08/98 N 14-FZ (as amended on 12/31/98) “On Limited Liability Companies”, the constituent documents of limited liability companies (limited liability partnerships) created before the introduction into force of this Federal Law are subject to being brought into compliance with this Federal law no later than July 1, 1999
According to Article 54 of the Civil Code of the Russian Federation, a legal entity that is a commercial organization must have a company name containing an indication of its organizational and legal form.
The requirements for the name of a limited liability company are set out in Article 4 of this Law.
The full corporate name of a limited liability company in Russian must contain the full name of the company and the words “limited liability”. The abbreviated corporate name in Russian, which the company has the right to have, must contain the full or abbreviated name of the company and the words “limited liability” or the abbreviation LLC.
The corporate name of the company in Russian cannot contain other terms and abbreviations that reflect its organizational and legal form.
Thus, the limited liability partnership must be renamed into a limited liability company, and the constituent documents must be brought into compliance with the specified Federal Law no later than July 1, 1999.
05/11/99 S.V. Supotnitsky
Research Center
tax problems
and accounting
Duration 2.5 months. Consists of 2 months to notify creditors; during this period, materials are prepared; 10 working days for cancellation, 3 days for re-registration or creation of a newly formed structure.
LLPs, charitable public foundations, associations, legal entities. persons has a number of unique features due to the specific status of participants, tax regime and property.
We have guaranteed deadlines, a minimum package of documents, full support, detailed consultation on the consequences of the procedure.
We support all forms of reorganization
Each of these types is independent and mutually exclusive, has its own characteristics and common features. We fulfill reorganization of any complexity without loud foreign words, we analyze each individual situation, select a rational option, taking into account the continuity and other consequences of one or another form of transformation of a legal entity.
Why do this?
Liquidation by reorganization is a rather dubious technique, closure by merger or acquisition. Indeed, such manipulations entail the closure of acquired or merging companies. A corresponding state act is issued. But the electronic trace is preserved, rights and responsibilities are transferred to the successor, which makes such closure pointless, for the purpose of concealing it from fiscal services.
Entrepreneurs who do not pursue selfish goals definitely benefit in time and cost when liquidating an enterprise, without workarounds.
Tax optimization.
Note! SMEs and medium-sized businesses looking for legal ways to use accumulated VAT offset. Upon merger, all personal accounts are transferred to the acquiring structure.
Legally, company reorganization engaged in the sale and production of goods makes it possible to optimize financial and economic processes, flexible development and sustainable presence in the market. Provides a legal basis for the division, consolidation of a business or change in the vector of functioning during transformation. There are other meanings too.
What do you need to know when taking on the design yourself?
Low demand for the service creates a lack of skills among employees of registration authorities, which creates confusion when performing procedures. The consequence of which is refusals in the state. registration.
But, looking for sophisticated ways, reaching out to high-ranking officials, paying very dearly for the reasons that more means better, this is not a reason and is definitely not the only solution.
It is enough to contact us and legally, for a reasonable price, within the established time frame, without wasting your own time, change the structure of your business. We guarantee only professional legal assistance, avoiding the negative consequences of incorrect application of the law.
Order your reorganization now!
Based on the Law of 02/08/1998 N 14-FZ “On Limited Liability Companies”.
Until July 1, 1999, the organizational and legal form of LLP existed - limited liability partnership. It could be established by one or more persons. The amount of funds invested by the participants of the partnership to ensure activities was divided into shares according to the amount specified in the charter. The LLP participants bore the risk of losses within the limits of the value of the contributions made and were not liable for the obligations of the partnership. The number of LLP founders was not limited and could not have another business partnership founded by one person as a participant.
On January 14, 1998, the State Duma of the Russian Federation adopted, and on February 8, 1998, a law came into force, according to which, by July 1, 1999, the LLP must be re-registered into an LLC.
To bring the charter of the partnership into compliance with the new legislation, there was no need to carry out a reorganization. It was enough to change the charter of the LLP and change the name of the organization, and, if necessary, increase the authorized capital (to the minimum capital established for the LLC).
Accordingly, the LLC should have retained the decision of the partners to amend the charter and change the name. Based on this decision, as well as documents on the establishment of the LLP and an extract from the Unified State Register of Legal Entities, the organization can draw up the required certificate.
There is no set form; it can be drawn up in a free form - on the organization’s letterhead, with the seal and signature of the head.
Rationale
Law of 02/08/1998 N 14-FZ "On Limited Liability Companies"
“Article 59. Entry into force of this Federal Law
2. From the moment this Federal Law comes into force, legal acts in force on the territory of the Russian Federation, until they are brought into compliance with this Federal Law, are applied to the extent that does not contradict this Federal Law.
From the moment this Federal Law comes into force, the constituent documents of limited liability companies (limited liability partnerships) are applied to the extent that they do not contradict this Federal Law.
3. The constituent documents of limited liability companies (limited liability partnerships) created before the entry into force of this Federal Law must be brought into compliance with this Federal Law no later than July 1, 1999.
Limited liability companies (limited liability partnerships), the number of participants of which at the time of entry into force of this Federal Law exceeds fifty, must, before July 1, 1999, be transformed into joint stock companies or production cooperatives or reduce the number of participants to the limit established by this Federal Law. When transforming such limited liability companies (limited liability partnerships) into joint stock companies, their transformation into closed joint stock companies is permitted without limiting the maximum number of shareholders of a closed joint stock company established by the Federal Law “On Joint Stock Companies”. The provisions of paragraphs two and three of paragraph 3 of Article 7 of the Federal Law “On Joint Stock Companies” do not apply to these closed joint-stock companies.
When transforming limited liability companies (limited liability partnerships) into joint-stock companies or production cooperatives in the manner provided for by this paragraph, the provisions of paragraph 5 of Article 51 of this Federal Law also do not apply.
Solution general meeting participants of a limited liability company (limited liability partnership) on the transformation of a limited liability company (limited liability partnership), the number of participants of which at the time of entry into force of this Federal Law exceeds fifty, is adopted by a majority of at least two-thirds of the total number of votes of participants limited liability companies (limited liability partnerships). Participants in a limited liability company (limited liability partnership) who voted against the decision on its transformation or did not take part in the voting have the right to withdraw from the limited liability company (limited liability partnership) in the manner established by Article 26 of this Federal Law.
Limited liability companies (limited liability partnerships) that have not brought their constituent documents into compliance with this Federal Law or have not been transformed into joint-stock companies or production cooperatives may be liquidated in court at the request of the body implementing the state registration legal entities, or other state bodies or local government bodies to which the right to make such a claim is granted by federal law.
4. Limited liability companies (limited liability partnerships) specified in paragraph 3 of this article are exempt from paying the registration fee when registering changes in their legal status in connection with its bringing into compliance with this Federal Law.”
