If it is necessary to re-register due to changes made to it, it is important to pay special attention to the title page. Practice shows a high number of refusals by the tax inspectorate to carry out registration actions due to extraneous inscriptions or incorrect execution.

Any commercial enterprise conducts its activities not only on the basis of legislative acts, but is also guided by organizational and legal documentation, which is developed by it. The statute refers to its composition.

Russian legislation has established a list of documents that legal entities are required to submit to the tax office, as well as in the event of a reorganization or closure. To start a business, first of all, it is necessary to register the Charter of the enterprise, submitting its original or a notarized copy for verification. On its title page, a mark on the registration of the company is affixed.

Art. 52 of the Civil Code of the Russian Federation establishes that legal entities conduct their activities on the basis of the Charter or or on the basis of both of these documents. In most cases, it is the Charter that is taken as the main constituent act.

Attention! Since 2009, the Charter has been the only founding document for LLC.

The charter is a collection of rules that govern the conduct of business and the relationship of the company with contractors, establishes the competence of the supreme management bodies of the company. It is approved by the participants (owners) of the company, called the founders.

The Charter reflects:

• full and abbreviated
• legal address
• company management procedure
• other information

The more detailed the content of the Charter is disclosed, the more it will be possible to avoid possible misunderstandings in the process of doing business, conflict situations and misunderstandings between the owners of the company. Consequently, the activities of the company will be more organized, more efficient and more profitable.

When changes are made

The law requires that the Charter of the company reflect all changes occurring in its structure:

• Business name
• legal address
• founders
• number of branches
• management order
• types of business

Often, an updated version of the Charter is adopted at the initiative of new members of the company. Innovations are introduced and registered in the manner prescribed by law.

There are two ways to change the bylaws:

1. Issue a separate application to the current version.
2. Publish a new edition .

In both cases, the title page needs to be corrected. In the first case, it is necessary to indicate information about available new applications that must be officially registered. The name of the body that approved the changes (or the only participant) and the date they were made must be written.

In the second case, the text of the document is presented in a new way, and the document that was in force before it loses its legal force from the moment it is re-registered with the tax office. The title page reflects who approved the new Charter and on what date. It is not obligatory to put down the signatures of the chairman of the meeting and the secretary.

So, the title page of the Charter in the new edition is necessarily corrected. Mandatory details to be changed are the name of the body that approved the new version of the text and the date of the events.

The content and features of the title page in the new edition

The legislation does not define specific rules for compiling the title page of the Charter, including the updated one. However, state bodies rely on internal instructions, the observance of which will avoid temporary and financial losses.

The general rule establishes the need to reflect on the title page of the new version of the Charter of three groups of data:

1. A note on the decision of the business owners who approved the updated Charter, the number and date of its signing are entered in the upper corner of the page.
2. The name of the document "Charter", the name of the company, the legal form - are indicated in the middle.
3. The year when the main act was adopted in the current edition, the city of registration of the company - are written in the center of the lower part of the title page.

in this order . For example, you can indicate the revision number under the title of the document or list all previous variations. It is also possible to replace such an entry with a simple mark that the edition is “new”.

If the city of registration of the company is not indicated on the title page, this will not be considered a mistake.

Errors that do not allow registering a new version of the Charter from the first handover are as follows:

1. Reflection on the title page of the year of establishment of the company, list of registration acts, certificates. This information is in the text of the document itself.
2. Numbering on the first page. According to the established rules, the Charter should be numbered, starting from the second sheet.
3. The presence on the title page of the signatures of the company's officials, seals.

If such errors are made, the Charter will have to be re-submitted for re-registration. In this case, not only time will be spent, but also financial resources for the changes being made.

The charter is the main document of any company, containing the basic principles of its structure and activities. Its change requires updating the title page with the obligatory indication of the date of the actions taken. On the first page, you should not put down the year of the company's foundation, signatures, seals, numbering.

Write your question in the form below

Oleg Khoroshiy , State Adviser of the Tax Service of the Russian Federation, III rank

Each organization may need to update the charter.
Most often this is due to a change in: - the name of the organization;
– legal address;
- the size of the authorized capital ;
– the composition of participants and the size of their shares;
- composition of branches (representative offices), their names, etc.;
– types of economic activity;
- the sole executive body, the appointment of a new head.

Attention: if the legal address of the LLC does not match the one specified in the charter and the Unified State Register of Legal Entities, this will entail a number of negative consequences. To avoid them, register the change of legal address in the charter.

Responsible persons, in particular, the head of the organization, representatives of the tax service have the right to fine 5,000 rubles. and deprive them of the right to hold leadership positions for up to three years. And if the controllers prove in court that knowingly false information was provided during registration, then the head is threatened with imprisonment for up to two years. This follows from the provisions of subparagraph "c" of paragraph 1 of Article 5 and Article 25 of the Law of August 8, 2001 No. 129-FZ, paragraph 3 of paragraph 2 of Article 61 of the Civil Code of the Russian Federation, parts 3 and 4 of Article 14.24 of the Code of Administrative Offenses of the Russian Federation, paragraph 1 article 170.1 of the Criminal Code of the Russian Federation.

Moreover, an organization whose legal and actual addresses do not match can be liquidated. This will happen if the organization does not receive correspondence from the tax inspectorate or the courts, sent to the address that appears in the Unified State Register of Legal Entities. For example, when the mail returns to the tax authorities the sent correspondence marked “the organization has retired”, “due to the expiration of the storage period”, etc. The possibility of liquidating the organization because of this was recognized by the judges in the resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation dated July 30, 2013 No. 61.

And finally, without receiving letters that the tax inspectorate sends to the legal address, the organization simply runs the risk of not fulfilling the requirements of the controllers within the prescribed time frame. And this will again lead to punishment. Moreover, since September 1, 2013, all sent correspondence from the tax office is considered to be delivered to the addressee by default, even if he did not receive it personally. This procedure is established by the provisions of Article 165.1 of the Civil Code of the Russian Federation.

To avoid all these problems, it is better to prepare the necessary changes to the charter in a timely manner and register them.

Changes to the charter must be registered with the tax office.

Deciding to make changes

The charter of an LLC can only be changed by decision of the general meeting of shareholders. The issue can be resolved both at the regular and at the extraordinary general meeting of participants. The main thing is that it be included in the agenda. This restriction does not matter if all participants of the LLC are present at the meeting. This follows from the provisions of paragraph 4 of Article 12, paragraph 2 of Article 36, paragraph 7 of Article 37 and Article 38 of the Law of February 8, 1998 No. 14-FZ.

The legislation establishes: in order to amend the charter, by default, at least 2/3 of the total number of participants in the LLC must vote. However, the charter can also provide for a larger number of votes for making such a decision (clause 8, article 37 of the Law of February 8, 1998 No. 14-FZ).

Prepare minutes at the end of the meeting. In it, fix the decision of the owners on the corresponding changes in the charter. The form of the minutes of the general meeting of participants in an LLC and the requirements for it are not provided for in the legislation. Therefore, you can draw up a protocol in free form, using, for example, the requirements established for the minutes of the general meeting of shareholders in paragraph 2 of Article 63 of the Law of December 26, 1995 No. 208-FZ and paragraph 4.29 of the Regulation approved by order of the Federal Financial Markets Service of Russia of February 2, 2012 No. 12-6/pz-n. The form of the protocol is also approved by the general meeting of participants in the LLC (subparagraph 8, paragraph 2, article 33 of the Law of February 8, 1998 No. 14-FZ).

If there is one founder in the company, he makes the decision alone (Article 39 of the Law of February 8, 1998 No. 14-FZ).

Making amendments to the articles of association

Amendments to the charter are issued in a new edition. Or prepare a separate document in which you indicate how and what specific paragraph of the charter you are changing. Both options have equal legal force. True, it is often more convenient to use a single current version of the charter than to coordinate several documents each time.

State registration of changes

Changes made must be registered.
To do this, submit the required package of documents to the state registrar at the tax office at the location of the organization. This can be done in several ways: - personally submit the entire package of documents;
– send by mail with a letter with declared value;
- send electronically via the Internet.

The composition of the package of documents depends on the order in which they are submitted. In general, it is declarative. However, changes related to branches are issued in a notification manner.

In the declarative procedure, submit the following documents to the tax office:
- an application for state registration of changes made to the constituent documents of a legal entity, in the form No. Р13001;

– new charter or amendments to the old one (two copies);
- a document confirming the payment of state duty.

This follows from the provisions of paragraph 1 of Article 17 and paragraph 1 of Article 18 of the Law of August 8, 2001 No. 129-FZ, paragraph 2 of paragraph 4 of Article 12 and Article 13 of the Law of February 8, 1998 No. 14-FZ.

Fill out the application for state registration of changes in the form No. Р13001 taking into account the Registration Requirements approved by the order of the Federal Tax Service of Russia dated January 25, 2012 No. ММВ-7-6 / 25. The application consists of page 001 and sheets A-M. Page 001 and sheet M must be completed and submitted to the tax office, regardless of the reason for which the changes are made. And sheets A-L of the application are filled out only for the corresponding change. For example, when registering a change in legal address, it is necessary to issue only page 001 and sheets B and M.

For state registration of changes made to the constituent documents, you will have to pay a state duty in the amount of 20 percent of the state duty for registering an LLC upon creation. Thus, the payment for making changes to the Unified State Register of Legal Entities is 800 rubles. (signature 3, clause 1, article 333.33 of the Tax Code of the Russian Federation).

In some cases, the registrar needs to submit additional documents.

So, when increasing the charter at the expense of additional contributions from participants and third parties, it is necessary to submit documents confirming the contributions in full (paragraph 2, clause 2.1, article 19 of the Law of February 8, 1998 No. 14-FZ).

When changing the legal address, also prepare:
- if you are renting a room - a copy of the lease agreement certified by the head of the premises at the new address.
At the same time, it is advisable to separately indicate in the contract that the landlord does not object to the registration of the tenant at the address of the premises. You also need to submit a copy of the certificate of state registration of ownership of the premises certified by the head or landlord. In addition, you can submit a letter of guarantee from the owner, once again confirming the consent of the landlord to register the company at the address of the premises, as well as the acceptance certificate; - if the premises are owned by the organization - a copy of the real estate purchase and sale agreement certified by the head at the new address and a copy of the certificate of state registration of ownership of the premises.

Formally, the registrar is not entitled to demand these documents (clause 4, article 9 of the Law of August 8, 2001 No. 129-FZ). However, if they are not submitted when changing the legal address, then registration may be refused, citing the inaccuracy of the information. Such a decision will be justified by the direct norms of subparagraph "r" of paragraph 1 of Article 23 and subparagraph "c" of paragraph 1 of Article 5 of the Law of August 8, 2001 No. 129-FZ.

The notification procedure for registration is provided for registration of changes in the composition of branches (representative offices) of the organization, their names or addresses (Article 19 of the Law of August 8, 2001 No. 129-FZ, clause 5 of Article 5 of the Law of February 8, 1998 No. 14 -FZ).

When notifying the tax inspectorate, submit the following documents:
- notification of amendments to the constituent documents of a legal entity in the form No. Р13002;
– decision (minutes) of the general meeting of LLC participants on the introduction of appropriate changes;
– a new charter or amendments to the old one (two copies).

Fill out the notification of amendments to the constituent documents in the form No. P13002, taking into account the Registration Requirements approved by the order of the Federal Tax Service of Russia dated January 25, 2012 No. MMV-7-6 / 25.

You will not have to pay a state duty when submitting documents in a notification manner.

When registering changes to the constituent documents, the applicant may be the head or other representative of the organization who is allowed by the charter to act without a power of attorney (subparagraph “a”, paragraph 1.3, article 9 of the Law of August 8, 2001 No. 129-FZ, paragraph 2 of the Administrative Regulations , approved by order of the Ministry of Finance of Russia dated June 22, 2012 No. 87n).

The applicant signs the application (notification). The authenticity of the signature must be certified by a notary (clause 1.2 of article 9 of the Law of August 8, 2001 No. 129-FZ).

The procedure for state registration of changes is described in detail in Article 9 of the Law of August 8, 2001 No. 129-FZ and the Administrative Regulations approved by Order of the Ministry of Finance of Russia of June 22, 2012 No. 87n.

The legislation does not fix the time frame for submitting documents to the tax office from the moment the decision was made to amend the charter.
An exception is the situation when the size of the authorized capital changes. Here the terms are as follows: - no more than a month - with its increase;
- no more than three working days - if it is reduced.

This follows from the provisions of paragraph 5 of Article 5 of the Law of August 8, 2001 No. 129-FZ and Articles 17-23 of the Law of February 8, 1998 No. 14-FZ.

However, it is in the interest of the organization to register the changes as soon as possible. Indeed, for third parties, the new provisions will be valid only from the moment of their state registration.

The date of submission of documents is the day they are received by the tax office (clause 2, article 9 of the Law of August 8, 2001 No. 129-FZ).

If the applicant personally submits the documents, on the same day he is issued a receipt for their receipt.

If the documents are sent by mail, then the receipt will also be sent to the address of the organization by letter no later than the next day after they are received.

If the documents are submitted in electronic form, then the receipt will also be sent via the Internet to organizations no later than the next day after they are received.

The tax inspectorate must make a decision on state registration of changes or on refusal to register within a period of not more than five working days from the date of submission of documents (clause 1, article 8 of the Law of August 8, 2001 No. 129-FZ).

Both the applicant and the person acting on his behalf on the basis of a power of attorney can receive documents based on the result of state registration (paragraph 3 of article 11 of the Law of August 8, 2001 No. 129-FZ, letter of the Federal Tax Service of Russia of August 28, 2006 No. 09-1-03/4151).

A list of changes to the charter when changing the legal address is necessary in order to record the fact of a change in the location of the organization, and register innovations without accepting the new version of the charter of the LLC. You can download a sample of this document from the link provided in the article. The publication also provides additional information on how to prepare a list of amendments to the charter of an LLC.

In what cases can I issue a sheet for amending the charter?

Any information about the company can be changed by the decision of its participants. Most often, changes are made to . The procedure for registering changes is reflected in Art. 17 of the Federal Law "On state registration ..." dated 08.08.2001 No. 129.

Changes in the company when changing the address are required to be made only in cases where:

1. The constituent document contains the full legal address of the organization, for example, Moscow, Vavilova street, house 76, office 3. When moving, the information reflected in the charter will cease to be relevant and will require changes.
2. The charter does not indicate the full address, but only the locality where the company is located, and the organization moves to another locality.

In other cases not specified above, it is not required to make changes to the charter of the LLC, it is enough to submit an application to the Federal Tax Service in the form P14001.

How to prepare, approve a list of changes and register innovations with the Federal Tax Service?

If there is only one participant, a decision must be made to change the charter. If there are several participants, a general meeting is required. At the meeting, the issue should be put on the agenda and voted in the affirmative. The question is posed in such a way that it is clear that changes are made not by drawing up a new version of the constituent document, but by preparing a list of changes to it.

For example, the issue to be considered can be stated as follows: “Change clause 8.1 of the Charter of Zakoved LLC, stating it as follows: “The location of the Company is Moscow, st. Vavilova, 43. Reflect changes by compiling a list of changes, which is an annex to the Charter of Zakoved LLC dated 12.08.2005 No. 1-UD and an integral part of it.

All participants, the chairman, 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 change sheet to the charter.

Their list is as follows:

1. Application form P13001 in 1 copy.
2. Change sheet in 2 copies.
3. Receipt of payment of state duty in the amount of 800 rubles.
4. A document confirming the new legal address (lease agreement, certificate of ownership, extract from the USRN, etc.).
5. Notarized power of attorney (if documents are submitted by a representative).

The deadline for submitting documents is within 3 days from the date of the decision or the general meeting.

Application P13001 must be certified by a notary. To do this, he puts his signature on sheet M (page 3).

Amendment of the charter by submitting an application in the form P13001: what sheets to fill out?

The question often arises: which application sheets to fill out when changing the charter?

The P13001 application contains a huge number of sheets that contain various information that is not needed when registering a change of address. Therefore, it is enough to fill out only some application sheets:

1. Title page (sheet A).
2. Sheet B, which reflects the new address.
3. Sheets M about applicants. In total, there are 3 pages in sheet M.

Other sheets when making changes to the charter on the grounds under consideration are not required to be filled out.

What is better - to draw up a charter in a new edition, or to amend by approving a list of changes?

This question is quite debatable, and the correct answer to it is different for everyone.

There are three advantages of compiling a change list:

1. There is no need to print out a new version of the charter in two copies.
2. It is enough to prepare one short document.
3. You don't need to sew a charter.

There are two disadvantages:

1. If the charter data changes frequently, many change sheets may accumulate, information from which will have to be included in the new edition of the charter in the future (for convenience).
2. Sheets must be attached to the charter and stored with it, so a large amount of paper is created.

In our opinion, both methods have the right to exist, since they are not prohibited by law. Which one to choose is up to the founders of a particular organization.

The procedure for issuing a list of amendments to the charter on changing the address of an LLC in 2017-2018

Filling out the charter change sheet is quite simple, since it contains a minimum of information. It reflects the following data:

1. 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 (with the details of these documents reflected).
2. The name of the document is written in the middle (for example, “Chart Sheet No. 1 to the Charter of Zakoved LLC”).
3. The main part of the document indicates specific changes.
4. After the main text, the signatures of the participants in the LLC, or the sole participant, are put.

The above list of data is sufficient for the amendments to the constituent documents to be recognized as legitimate. After the preparation and approval of the document, it remains only to submit it to the Federal Tax Service along with other documents.

Sheet of amendments to the charter on the change of address (sample)

A sample sheet of amendments to the charter of an LLC when changing its legal address may look like this:

Approved by decision

sole member

Zakoved LLC

Sheet of amendments No. 1 to the Charter of Zakoved LLC

Clause 1.2 of the Company's Articles of Association shall be stated as follows: “1.2 Location of the Company: Moscow, st. Vavilova, house 100, office 32. The changes being made are an integral part of the charter of Zakoved LLC and come into force from the moment of state registration.

Participant: Konev V.M. /Konev/

Thus, a list of changes is compiled quite simply. The question of how to amend the charter is decided individually, depending on personal preferences.

Amendments to the Charter of LLC in 2018 in the form P13001

Our step-by-step instructions + a form and a sample of filling out an application for 2018 will help you make changes to the Charter of an LLC using the new form P13001.

The charter is the main document that establishes the rules for the activities of a legal entity. When registering an LLC, the founders often choose the standard version of the charter, but later it may turn out that the text of the founding document needs to be changed. We will tell you how to formalize amendments to the charter of an LLC, if such a need arose.

The Articles of Association is the sole founding document of an LLC. When registering a company, the tax inspector checks for the presence in the text of the charter of the mandatory information specified in Article 12 of the Law "On Limited Liability ".

Some mandatory information from the charter is included in the state register of legal entities (EGRLE), which is always kept up to date. For this reason, it is necessary to make timely changes to:

• Change of company's company name;
• Increase or ;
• (if the new codes do not correspond to the types of activities specified in the charter).

In addition, amendments to the charter of an LLC must be formalized if a new version of the text was called:

1. Addition or exclusion of provisions that the participants of the company have the right to change at their discretion (the right of a participant to withdraw, inherit a share, at the expense of third parties, the number of votes for making certain decisions of the general meeting of participants, etc.). There are a lot of such dispositive norms in the Law “On LLC”, all of them are accompanied by a clause like “may be provided for by the charter” or “unless otherwise provided by the charter”.
2. A change in the charter is required to introduce the "September" innovations of the Civil Code of the Russian Federation (2014). In principle, even if the charter is not specifically brought into line with these provisions of the Civil Code of the Russian Federation, they will still act by default. But there is one "September" rule that participants can change if they do not want to certify all the minutes of the general meeting of the LLC with a notary. To do this, it is necessary to fix in the charter another way of certifying the decisions of the general meeting of participants (video / audio recording of the meeting or signing of the protocol by all or a certain part of the participants).
3. Amendment of the charter of the LLC so that it complies with Law No. 312 of 12/30/2008. This requirement applies only to those few companies that were created before 2009 and have not yet re-registered the charter with the tax office.
4. Another change in the charter, which is caused by the adoption of any federal law . An example is the use clause. The fact is that since mid-2015, Law No. 82-FZ has abolished the obligatory round seal. Now the fact that the society uses the press must be specifically mentioned in the charter. This is a requirement of Article 2 of the Law "On LLC".

The procedure for amending the articles of association

Before registering a change in the charter with the IFTS, it is necessary to hold a general meeting of participants. The meeting may be regular or extraordinary; the issue of approving a new version of the charter should be on the agenda.

Please note that according to Articles 33 and 37 of the Law on Limited Liability Companies, a decision to change the charter requires at least two-thirds of the votes of the participants, unless the text of the charter provides for a larger number of votes. If the founder is the only one (of the company), then he formalizes the introduction of changes in his sole decision.

Next, you need to prepare the very edition of the changes. It can be either a separate document in the form of an annex to the current charter, or the full text of the charter in the new edition. Prepare two copies of this document, because the tax office will return one copy after registering the changes with its mark.

The form consists of 23 pages, but you do not need to fill out all of them. Before filling out the P13001 form, you need to select only those sheets that are needed for a particular situation:

• Sheet "A" - to indicate the new name of the LLC in full and abbreviated spelling;
• Sheet "B" - if the legal address of the company changes in the charter;
• Sheets "L" and "M" - when adding and excluding types of activities according to OKVED;
• Sheet "C", as well as one of the sheets per participant, according to its type (sheets "D", "D", "E", "G", "Z") - when changing the authorized capital;
• Sheet "I" - in case of a decrease in the Criminal Code due to the repayment of a share owned by the company;

In addition, in all cases, sheet "M" is filled out for the applicant and the title page. In case of other changes in the text of the charter that are not related to the introduction of new information into the Unified State Register of Legal Entities, only the title page and sheet "M" are filled out. P13001 is filled out according to the same rules as applications for primary registration in the P11001 form.

Depending on the changes, the 2018 form P13001 template will be different.

The last document that needs to be prepared before amending the charter is a payment document for paying a state duty of 800 rubles.

Let's repeat the list of documents that need to be prepared for registering a change in the charter (you can find out in detail how to issue an application R13001 in the Order of the Federal Tax Service of Russia dated January 25, 2012 N ММВ-7-6 / [ email protected] ):

1. Minutes of the general meeting of participants or the decision of the sole participant on the approval of amendments to the charter.
2. Two copies of the new version of the charter of the LLC with the amendments.
3. An application certified by a notary in the form P13001 when changing information in the constituent document.
4. Payment document confirming the payment of state duty in the amount of 800 rubles.

This list is given in Article 17 of Law No. 129 "On State Registration" and is considered exhaustive.

Registration of changes in the tax office

There are no deadlines for registering amendments to the charter after the relevant decision of the participants is made by law. However, by analogy with (submitted for registration in the Unified State Register of Legal Entities new information about the organization that is not related to a change in the charter), tax inspectorates may require that no more than three working days elapse between the date of the decision and the submission of the P13001 form.

In addition, in order to verify the validity of the declared changes, tax inspectors sometimes request additional documents. So, in 2018, the change of the legal address of the LLC to a new settlement takes place in two stages:

1. Form P14001 is submitted to INFS at the same address;
2. Not earlier than 20 days after making an entry in the Unified State Register of Legal Entities on the decision to change the location, form P13001 is submitted to the inspection at the new address along with other documents on changing the charter.

Such a long period is due to the fact that the IFTS checks the accuracy of the new address, for which it will be necessary to submit supporting documents for the premises (lease agreement, letter of guarantee, certificate of ownership).

Normally, registration of changes takes place in five working days, after which the tax office will give you one copy of the new version of the charter and the Unified State Register of Legal Entities. However, if the IFTS considers that the new information in the charter is not true, then an entry will be made in the state register about the unreliability of information about the LLC. Most often, such situations occur when changing the legal address to the mass registration address.

Let's sum up and describe the procedure for amending the charter step by step (step by step instructions):

• Step 1. Prepare two copies of the new version of the charter or amendments to it as a separate document.
• Step 2. Gather a general meeting of participants and approve the protocol on amendments to the charter. This requires at least 2/3 of the votes. The sole founder prepares a decision only on his own behalf.
• Step 3. Fill out the P13001 form and certify it with a notary.
• Step 4. Pay the state duty of 800 rubles.
• Step 5. Submit documents to the registering IFTS (it may differ from the one where the company is tax registered).
• Step 6. In five working days, you will receive your copy of the charter with a tax mark and the Unified State Register of Legal Entities.
• Step 7. Inform counterparties and banks about the change of legal address and/or company name. Funds do not need to be notified, this is done automatically by the tax inspectorate.

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The activities of any organization, regardless of the form of ownership, are characterized by a variety of changes at different stages of existence. Limited liability companies are no exception. First of all, it is important to remember that when changing constituent information, this process must necessarily be reflected in the charter.

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The need to change the charter of an LLC arises on the basis of changing or adding information:

• Company name;
• legal address;
• the composition of the founders;
• the size of the shares of participants;
• the size of the authorized capital;
• codes of activities providing for the application of special taxation regimes;
• activities of branches;
• leadership team.

It is also very often necessary to change the charter when new legislative decrees and regulations are issued regarding the regulation of the procedure for its execution. In other words, the document is brought to the form defined by the Federal Law.

Methods for amending the charter of an LLC

Changes to the charter of an LLC can be made in two ways:

• create a new version of the entire constituent document;
• develop an additional document containing information on the items to be changed.

Both options have the same legal effect. Most often, the first method is used, since it is more convenient to use a single document than to constantly establish correspondences between the information of two or more documents.

The procedure for amending the charter of an LLC

Amendments to the charter are carried out only based on the results of the decision of the general regular or extraordinary meeting of the company's participants and are subject to mandatory registration with the Federal Tax Service. With a single founder, the decision is made by him alone.

In the process of developing and amending the charter, any company must go through a certain procedure:

1. Prepare the necessary constituent and registration documents.
2. Submit documentation to the registration authorities.
3. Wait for registration and receive its documentary confirmation.

Preparation of documents

At the stage of preparing documents, an approved decision of the company's participants to amend its charter in the form of minutes of the general meeting is initially required. Unless otherwise stipulated in the founding document, at least 2/3 of all founders must vote for a positive decision.

1. On the title page, the data of the Unified State Register of Legal Entities are duplicated. In the event of a change in the name of the company, the old name is indicated on this sheet.
2. Sheet A is used in the event of a change in the name of the company.
3. Sheet B fixes address changes.
4. Sheet B is filled in with changes in the amount of the authorized capital.
5. Sheets D, E, F, G, H reflect information about the participants of the LLC, depending on their significance: Russian and foreign companies, individuals , etc.
6. Sheet I reflects information on partial or full repayment of a share in the authorized capital.
7. Sheet K deals with changes in branches.
8. Sheet L is intended to indicate changes in OKVED codes.
9. Sheet M contains information about the applicant.

On the third page, you must specify the option for receiving finished documents. The form is always stitched and approved by a notary.

It is important to remember that when submitting an application, blank sheets are excluded from it. Only sheets containing information are subject to sequential numbering.

Submission of documents

Changes in the charter of an LLC are subject to mandatory state registration. Therefore, the representative of the company must submit to the tax office or the MFC a package of documents consisting of:

• decisions of the sole founder or minutes of the general meeting of participants;
• two new copies of the charter or additions to it;
• application form P13001, registered with a notary;
• paid receipt.

In more specific cases, the registrar may request additional documents:

• when renting a new premises, a copy of the lease agreement, and the written consent of the landlord for the state registration of his premises as the legal address of the tenant;
• when moving into own premises, a copy of the purchase agreement and certificate of ownership, also certified by the manager.

The law does not provide for time limits for submitting an application R13001. But, it is recommended to apply for registration of changes in the charter of the LLC after three days from the date of the decision of its participants.

Time frames are defined only for situations when the value of the authorized capital changes:

• when it increases - one calendar month;
• when it decreases - three working days.

The application and the documents attached to it can be submitted to the registration authority in several ways:

• manager or authorized person personally;
• valued registered mail;
• in electronic format through special services on the Internet.

Registration of changes in the charter of LLC and receipt of documents

Registration of changes is carried out within five working days. The countdown is from the date of submission of the application R13001. After that, on the next business day, the representative of the LLC will receive:

• record sheet of the Unified State Register of Legal Entities;
• one copy of the amended charter or addition to it, marked with a registration stamp.

How much is it

Registration of changes in the charter is paid in the form of a state fee according to a unified form of a receipt. In the payment document, the payer indicates the direct applicant. To date, the law defines a single amount of state duty 800 rubles.

You can pay your invoice:

• by personal visit to the bank;
• via the Internet using the online service of the IFTS.

The paid receipt is attached to the application with a simple paper clip or stapler. In this case, in the absence of an attached payment document, the inspector is not entitled to refuse to accept documents.

Notification of banks and counterparties

Changes in the registration data of an LLC, reflected in the constituent documents and recorded by the tax authority, concern not only the company itself, but also the persons with whom it cooperates. Therefore, you need to notify about the change of data:

1. Banks with which the company has concluded a service agreement. Most often, banking institutions are not limited only to a letter and are asked to provide:
   • record sheet of the Unified State Register of Legal Entities;
   • a notarized amended copy of the articles of association.
2. Counterparties . Usually, the notification procedure is stipulated in civil law contracts, but it is best to agree on the terms in advance. It may turn out that funds received from counterparties will be blocked due to incorrect details.
3. State bodies. To date, non-budgetary funds and statistics receive information from the tax authorities on changes in electronic mode.

It is necessary to inform counterparties by sending them an official letter on the letterhead of the company. In certain cases, lawyers recommend signing additional agreements to contracts.

It turns out that any LLC has the right to amend its charter, especially if it concerns a change in the name of the company, address, founders and the amount of the authorized capital. Changes are considered finally made after passing all the preparatory and registration stages:

1. Decision making by the members of the society.
2. Creating a new instance of a document or addendum to it.
3. Completion of the application form Р13001.
4. Appeal to the registration authority with an application.
5. Registration and making entries in the Unified State Register of Legal Entities.

And in the case when the personal data involved in the conclusion of contracts with suppliers and customers change, then the stage of their notification.