How to make changes in the charter: a step-by-step instruction

Many companies sooner or later face the need to make changes to the charter. Many different parameters can change: name, location, general director, size of capital. All such changes are compulsorily registered, transferred to the tax authority. Officially, the procedure is called state re-registration.

general information

The changes registered in the Unified Register of Taxpayers are of two categories: due to changes in the constituent documents, as well as provoked by all other reasons. To amend the charter of the company, you must have one of the following reasons:

• Change of name;
• Change of the official address;
• Change in the amount of the authorized capital;
• Change in the nature of the activity, which is why it is necessary to change the OKVED;
• Formation of representative offices, branches, making changes in the features of their functioning;
• Creation of reserve funds or making changes to the previously chosen procedure for dividing profits;
• Changing the timeframe for the authority of the chief executive;
• Change management structure of the firm.

Or maybe you do not need it?

So, in order to make changes in the organization's charter, it is necessary to correct the data transferred to the state register of enterprises and other persons paying taxes. But some changes in the company's activities are considered to be rather insignificant, so tax officers need to be informed about them, but the charter does not have to make any changes. These are the following situations:

• Change of director or data in the passport of the acting;
• Change of the holder of the list of persons owning shares;
• Change of information in the passport of the founder;
• A change in the composition of the founders or the shares of capital held by them;
• Start the procedure for changing the authorized capital.

What to do?

To make changes to the charter of the institution, it is necessary to file documents in the Unified State Register of Legal Entities. The list of documents sent to the tax authorities is set at the state level. If you mistakenly fill out the document, you can return it, then you will have to prepare the package again (and again pay the due duty).

In order for the firm to undergo the procedure for changing data in the articles of association, its representative must present:

• Application in the established form (13001);
• An approved decision on the procedure for introducing new information into the charter;
• Update text;
• A document confirming that the state duty has already been paid.

Bureaucratic subtleties

It will not be superfluous when filling out an application to have a sample before you. Changes made to the charter are considered by the state authority only if the application is filled out correctly. The current sample can be found in any branch of the tax service or on its website. Try to use only this reliable, proven source. If an entrepreneur doubts that he can fill out the application correctly, he can seek help from an intermediary. Usually such firms take adequate amounts as compensation, but the enterprise is insured against temporary delays related to possible errors in the documentation.

The application form is established by the government of the country. At the end of the completed document, the CEO's signature must be put personally. To protect yourself from counterfeiting, the public service will require the notarization of the signature.

Special case

Sometimes the question of how to make changes to the charter of the LLC, has more complex answers. This concerns the situation when updating information is due to the introduction of an adjustment to the register. For example, if the number of participants or the size of the organization's capital, address or other such important information changes. In this case, the head of the company should not just write an application, but additionally attach to it a document that indicates all the legal consequences of updating the data.

All officially

In order to amend the charter by all rules, it is necessary to provide a civil servant with a specially designed decision when registering. It prescribes which changes are made. As a rule, the document is drawn up as a minutes of the meeting, in which all shareholders took part.

An alternative option is a written approved and signed decision of the founder or several (depending on how many of them the legal entity has). The decision of the management body of the company has a similar force. It is important not just to know how to make changes to the charter, but to do it legally correctly - that is, to provide the paper to the state registrar, leaving a certified copy, as the original will be kept in business.

Changes: clear and clear

To make changes to the charter, avoiding any discrepancies and disagreements, the list of documents is supplemented with special paper, listing all the innovations that will be present in the new edition. It is possible to design one of two options: a completely new version or small excerpts.

In the former case, the former charter is declared invalid, the new one says. From this moment on and in the future, all the activities of the firm will be subordinated exclusively to a new document. The second option suggests that you only need to make changes to the charter, leaving the document itself old. That is, the text proposed to the state body will either replace parts of the former charter, or simply complement it. From the legal point of view, the new blocks will become an integral part of the constituent documentation.

It is important!

The main task of the registration authority of the state authority is to take into account the fact of making changes, document it, and update the information in its databases. Nobody checks the contents of the changes. However, if some mistake or violation of the law were in the text of updates, but went unnoticed, it does not yet say that it will always be so. From time to time, all the statutory documents are re-verified, which is the reason for the application to the guilty legal entities of the sanctions established by the laws of the country.

Features of registration and terms

The current rules regulate: if in some document sent to the state authority, more than one sheet, the document must be stitched without fail with sheet numbering. The applicant signs, thereby confirming the number of sheets handed over to the registrar. Also, as a reassuring person, a notary may act. Signatures are placed on the last stitched sheet.

However, the processing of documents by the rules is not the only condition. It is also important to meet the deadlines. In practice, many companies neglect this, which leads to fines. From the current legislation it follows that there is only a three-day period for the transfer of information on updates to the company's charter. If the time limits are violated, then the company can receive a warning - this is the best option. But the punishment for an administrative offense is often much stricter - they write a fine. Its value is determined by the minimum wage level adopted in the region - SMIC. The firm can be fined up to 50 minimum wages.

Breach of the law: consequences

If an administrative offense is involved in the actions of the enterprise, coupled with a breakdown of the deadlines, this is not the greatest misfortune possible. But if the laws were more thoroughly criminalized, then the company can be liquidated forcibly. There is a possibility of mandatory liquidation if the state registrar goes to court. There are different reasons:

• Gross crime of the law (determined individually);
• Numerous cases of violation of the law.

In some cases, even criminal records are opened. This happens if they establish that entrepreneurs deliberately handed false information to the state authority, aware of what they are doing. Often, immediately after the re-registration process is over, it can be seen that the laws were violated.

Making changes: difficulties lie in wait

Of course, an entrepreneur who wants to make changes to the charter, wants to immediately draw up all the documents correctly, so that the package is not returned for revision. At best, the state registrar will give a certificate of entering new information into the system, but far from any enterprise copes with the task the first time.

If a refusal was received, then it would be necessary to prepare a complete package of documentation again and again pay the due duty, while retaining the document confirming this fact. If you refuse to register, you do not have to return the funds. The third unpleasant aspect of secondary filing is the need to withstand the queue. In recent years, this has become less of a problem than before, but you will have to lose time waiting for the reception. To avoid the loss of time and money, you need to try with the first time to arrange everything correctly, correctly, accurately, without losing sight of a single paper.