State registration of legal entities and individual entrepreneurs

Issues relating to the introduction of information on the formation, reorganization or liquidation of enterprises, amendments to the constituent documentation are regulated 129-ФЗ "On state registration of legal entities and IE. "The provisions of the normative act are binding on all business entities. Let us further consider how this happens. state registration of legal entities and individual entrepreneurs.

general information

State registration of legal entities and individual entrepreneurs It is an act of authorized bodies for entering certain information into the Unified Registers. The mandatory information recorded officially includes data on the formation, liquidation, reorganization of enterprises, acquisition by a citizen of IP status and termination of activity.

Gstate registration of legal entities and individual entities conducting economic activity, is carried out by the territorial body of the Federal Tax Service. The necessary forms are also issued here. The above regulatory act provides for different Forms of state registration of legal entities. In the event of the formation of the company, the form for f. P11001, if reorganization is carried out, f. P12001 Upon the liquidation of the enterprise, form P16001 is issued.

Information contained in registries

In accordance with the provisions of a normative act "On state registration of legal entities and entrepreneurs", The following information is entered into the Unified State Register of Legal Entities:

1. Name (full and abbreviated).
2. Legal type.
3. The address of the executive permanent structure at which communication will be carried out.
4. Method of organization formation (reorganization or creation).
5. Information about the founders.
6. Succession Information. This information is indicated if the creation or reorganization is registered.
7. The method of termination of the enterprise.
8. The date of registration of amendments made to the constituent documentation or the receipt by the control body of a notice about them
9. Amount of share / authorized capital, share contributions, fund, etc.
10. Name and position of the entity empowered to speak on behalf of the organization without a power of attorney, its passport data or information of other identity documents, as well as TIN (if any).
11. Information about the licenses that were issued to the company.

The USRLE also contains copies of constituent documentation.

IP

The USRIP includes information:

1. Name of the citizen who received the status of IP.
2. Floor.
3. Place and date of birth.
4. Citizenship.
5. Address of residence in the Russian Federation.
6. Passport details.
7. Type and information from documents proving the identity of a foreigner or stateless person, as well as confirming their right to permanent or temporary residence in the country.
8. Date of registration in the status of IP.
9. Information of the document confirming the entry in the Unified State Register of Enterprises.
10. Method and date of termination of activity. This can, for example, occur in connection with death, bankruptcy, recognized by the court, etc.
11. Information on permits (licenses) issued to a citizen.

Requirements

As pointed Federal Law "On State Registration of Legal Entities" and SP ", all changes relating to information entered in the registers, business entities must inform within three days from the date of adoption of the relevant decisions.The notification is sent to the territorial division of the Federal Tax Service at the address of residence or location. When changing the information contained in the registers, the information entered earlier is saved.

Data availability

The information contained in the unified registries, as well as the documentation is open. The exception is the data of personal documents, other personal information about citizens. This information can only be provided to authorized structures of authority and bodies of extrabudgetary state funds according to the rules approved by the Government. Information about the place of residence of a particular entity having the status of an individual entrepreneur can be obtained from the registration authority solely on the basis of a request. In this case, the interested entity is obliged to provide it personally by presenting a passport. The registering authority, in turn, must provide the entrepreneur (at his request) with information about the persons who received data on his place of residence.

Features of the procedure

Law 129 "On state registration of legal entities and IP "prescribes registration of organizations at the address of the executive permanent acting body. If there is none, the procedure is performed at the location of another structure of the enterprise or citizen authorized to act on behalf of the company without a power of attorney. The relevant information should contain application for state registration of a legal entity.

Submission of documents

As pointed Federal Law "On state registration of legal entities and IP ", the necessary package of securities is provided directly to the authorized body or sent by mail. In the latter case, a letter with declared value and a list of investments is sent. The application must contain the signature of a person with the appropriate authority. Its authenticity is confirmed by a notary. After checking the submitted documents and entering information into registers, a subject is issued a certificate of state registration of a legal entity.

Subjects of law

State registration of legal entities can be carried out:

1. The head of the permanent executive structure of the organization or an entity authorized to act on behalf of the company without a power of attorney.
2. The founder or director of an enterprise acting in this status.
3. Bankruptcy trustee, head of the liquidation commission.
4. Another entity acting within the framework of the powers stipulated by the Federal Law or an act of the competent local or state authority.

Additionally

The authority by which state registration of legal entities and IP, does not have the right to request other documents, except those provided for by regulatory enactments. Legal provisions may establish a special procedure for registering certain types of organizations. The decision made by the authorized body acts as the basis for making appropriate entries in the relevant registers. The moment of inclusion of this information in the USRIP or the USRLE is the moment of state registration. Not later than one day (working day) after making the entry, the authorized body shall issue a document to the interested entity confirming the completion of the procedure.

Denial of state registration of a legal entity and individual entrepreneur

It is allowed only in cases directly fixed by regulatory enactments. In particular, Federal Law "On State Registration of Legal Entities" and IE "prohibits making entries in the registers about changes in the constituent documents of a liquidated company. It is also not allowed to register companies arising in connection with its reorganization, as well as companies in which it is a founder. The decision to refuse state registration must contain a motivated justification with reference to violations.Subjects have the right to appeal this decision.

A responsibility

In case of unreasonable refusal to conduct state registration, as well as in case of evasion of an individual entrepreneur or legal entity from carrying out this procedure, the law provides for criminal punishment. This act is regarded as an obstruction of legitimate economic activity. Punishment provides for article 169 of the Criminal Code. For these crimes the perpetrator faces:

1. A fine of 200-500 minimum wages or a component of income for 2-5 months.
2. Prohibition of conducting activities or work in positions determined by the court, up to 3 years. As an additional sanction, a fine of up to 50 minimum wages or a component of the perpetrator’s income for 1 month may be imposed.
3. Mandatory work for 120-180 hours

If the above acts were committed in violation of a judicial act that has entered into force, or caused major damage, the punishment is tightened. Guilty threatens:

1. Deprivation of the right to carry out activities or occupy positions determined by the court for 5 years with a monetary penalty of up to 100 minimum wages or amounting to income for 1 month.
2. 180 -240 hours of compulsory work.
3. Arrest for 4-6 months.
4. Imprisonment up to 2 years.

In case of unreasonable refusal of state registration, the authorized body is obliged to compensate for the damage caused. A similar requirement applies in the case of subjects evading the procedure through the fault of the specified structure. In case of failure to provide or untimely presentation of the information necessary for inclusion in the registers, as well as for the submission of inaccurate data, applicants, individual entrepreneurs and legal entities are liable under the law.

Rights of the authorized body

The registering authority may send a claim to the court on the liquidation of the legal entity in case of detection of violations in the process of its creation, if they are irreparable or committed repeatedly. A similar opportunity is provided in case of non-compliance with the requirements of regulatory acts by a citizen registered in the status of individual entrepreneur. In the presence of gross violations, the activities of subjects are terminated by force.

Establishment of a legal entity

State registration of legal entities carried out for various reasons. The main ones are the formation and reorganization of companies. In the first case, an enterprise arises that has not previously worked in the market. Reorganization can be carried out in several ways: merger, transformation, accession, separation, separation. The legislation establishes a list of documents that should be submitted to the registration authority. It includes:

1. Constituent documents of each company formed by reorganization. An interested entity may provide originals or notarized copies.
2. The decision of the meeting.
3. Merger / Merger Agreement in cases stipulated by law.
4. Separation balance sheet / deed of transfer.
5. A receipt confirming payment of the fee.

These documents are attached to the application. It must contain information confirming that:

1. The constituent documents of enterprises formed by reorganization comply with the requirements of regulatory enactments.
2. All creditors are notified in writing of the reorganization.
3. The information that is present in them is reliable.
4. The separation balance sheet / deed of transfer includes provisions for succession for all obligations with respect to all creditors.
5. Reorganization issues are agreed with the relevant state bodies and local authorities (in the cases provided).

General rules

State registration of legal entitiesformed by reorganization is carried out by authorized bodies at the location of the original enterprise.If this procedure entails the cessation of the activity of one or several companies, the authorized authority shall make an appropriate entry in the register after receiving information about the registration of newly established companies.

State registration of legal entityresulting from the transformation is considered the moment of completion of the reorganization. A similar rule is established for enterprises undergoing a merger. The reorganization of the legal entity in the form of takeover will be deemed completed from the moment of inclusion in the register of the termination of the last of the merged companies.

Procedure for registering IP

To register a citizen in the status of an individual entrepreneur, it is necessary to provide copies of:

1. Passports of the Russian Federation.
2. A document, the form of which is provided for in regulatory enactments or international agreements, identifying the identity of a foreigner or a stateless person.
3. St. of birth. This document is provided if the above papers do not contain sufficient information about the subject. In particular, we are talking about the place and date of birth.
4. A document certifying the right of a subject to reside permanently or temporarily in Russia. This paper is necessary for foreigners and stateless persons.
5. A document confirming the address of residence. This paper may be provided in the original.
6. Consent of parents, guardian / adoptive parent to entrepreneurial activity by a citizen registered in the status of individual entrepreneur. This document must be notarized. The alternative may be the certificate of marriage, a copy of a court decision or a decree of the guardianship and trusteeship body recognizing the subject as fully capable. These documents are provided by minors.

In addition, the entity provides a receipt for the payment of the fee and an application filled out in accordance with the established model.

Limitations

The legislation does not allow state registration of a citizen in the status of an individual entrepreneur if:

1. Previously, it was already registered in this capacity and the relevant information entered into the register retains legal force.
2. Not expired 12 months from the date of the court decision on the recognition of its insolvency (bankruptcy) in connection with the economic activity carried out before.
3. The period during which the subject is prohibited from working as an entrepreneur has not expired. The relevant decision is made by the court.
4. The period specified in the decision on the forced termination of a person’s activities as an individual entrepreneur has not expired.

Changes to the registry

To adjust the information present in the USRIP, a citizen fills out an application according to the established model. It must be signed personally by the citizen. A copy of the document attesting to the change in the information previously entered in the register is attached to the application. In particular, this may be the conclusion of the registry office on the change of surname. When a citizen carrying out economic activities in the status of individual entrepreneur changes his place of residence, the registering authority sends his case to the authorized body at a new address.

Conclusion

It is worth noting that, in general, the state registration procedure is not accompanied by any problems. Some difficulties may arise in entities engaged in the reorganization of the enterprise. In case of questions regarding the procedure or the collection and execution of documents, representatives of legal entities can seek advice from the territorial branch of the Federal Tax Service Inspectorate.

It must be remembered that in the case of activities without registration, liability is provided. The Criminal Code contains an article establishing sanctions for illegal business. Business entities are required to notify the tax authority of all changes made to the constituent documentation. In case of failure to comply with this requirement, the perpetrators are held accountable.Violations are identified during field inspections. Moreover, they can be both planned and unscheduled (without warning). Subjects who are first registering their company for the first time are advised to seek qualified legal assistance.