Today you can count thousands of different organizations and legal entities that pursue different goals. In this article you will learn what a limited liability company is, the features of its creation and re-registration. This procedure is necessary because otherwise the LLC may have serious problems.
Basic concepts
First, consider the main terms. A limited liability company is a business organization that can be established by one or more persons. However, they may be physical or legal. The main feature of such a formation is the authorized capital, which is divided into shares. Moreover, all members of the company carry certain risks that arise during the activities of the company.
A limited liability company is a commercial organization. That is, it is created only so that its participants can receive a certain profit. It is divided among shareholders as established in constituent documents. Such an organizational form is the most popular.
CJSC is a closed joint-stock company. Its activities are regulated strictly within the organization. Access to ordinary citizens there is closed.
Management Bodies LLC
Among them are the following:
- Meeting of participants (general). This body is obligatory, and without it the activity of the company is impossible.
- Board of Directors.
- Board (collegial management body).
- CEO or president.
- Examiner. However, this body is created only if the organization has more than 15 founders.
Education Features
Before the process of re-registration of the LLC will be carried out, you need to understand its characteristics. So, its main features are:
- The inability to use another business company, which consists of one person.
- The number of founders should not exceed 50 people. If the limit is exceeded, then society needs a transformation.
- If any participant decides to leave the meeting, then the actual value of his share must be paid to him. In addition, property commensurate in price may be given to him.
- Founders have the right to freely leave society, regardless of whether other participants agree with this.
Features of LLC registration
This process has its own nuances, which somewhat complicate the design. First you need to collect a fairly long list of documents and go around more than one authority. You must submit an application for the formation of a new organization, as well as the minutes of the meeting of the founders. The charter must be submitted in duplicate, one of which remains with the registration authority. After paying the state fee, you will receive a certificate confirming the creation of the LLC.
It should also be confirmed that the founders are ready to provide a fund, the amount of which should not be less than one hundred minimum wages. The creation of such an enterprise takes no more than a month, if all the documents are in order. However, in some cases, it is required to resort to re-registration of LLC.
What is a procedure?
It is carried out in order to eliminate the possibility of the emergence of one-day firms. At the same time, the acts of the corporation are being improved. That is, the organization’s work becomes more transparent and eliminates fraudulent activities. The process takes place in accordance with applicable law.
It should be noted that the procedure for re-registration of an LLC is very fast. Often a week is enough to carry out all the actions. The maximum time is the verification of documents in the Tax Inspectorate.
Re-registration of a legal entity provides for a change in the name of the organization, amendments to the constituent documents. Naturally, something will have to be corrected in the Unified State Register.
What will happen if you do not go through the procedure?
It must be said right away that the consequences may not be very good. This is especially true for the reorganization of a company into a limited liability company. If you skip this process, the following consequences may occur:
- You will not be able to properly manage your stocks.
- Without the procedure for re-registering an LLC, you are not entitled to change the legal address of the enterprise.
- You will not be able to participate in various events, tenders and promotions.
For the implementation of all necessary manipulations, the law gives only 90 days. However, this time is quite enough.
What documents are needed?
Now let's start collecting the necessary list of papers. You will need the following documents:
- Application for re-registration.
- Extract from the register.
- Charter and other constituent documents.
- Documented changes to be made to the charter.
- Minutes of the meeting of shareholders at which the issue of re-registration was resolved.
- A receipt that confirms the payment of state fees.
- Papers for submission to the Pension Fund and the Tax Inspectorate.
Documents for re-registration must be in perfect order. Only in this case the whole process will pass without problems.
Step-by-step instructions for re-registration
Now let's start explaining the whole procedure step by step:
- Since you have to contact a notary public, you should definitely get help from the Unified State Register of Legal Entities. She says that your organization is officially registered.
- Now you need to submit a special application, which is considered within 5 days. But if you want to get an answer faster, you should pay a state fee, the amount of which usually does not exceed 200 rubles. Please note that the statement must be correctly written.
- Change of charter. After this, the new version should be carefully checked and printed in duplicate. In principle, you have the opportunity to register all changes on one sheet and attach to the old version of the charter. Both options must be filed and sealed with the signature of the Director General and the seal of the organization.
- Payment of state duty on behalf of the applicant. It can be implemented at Sberbank. A fee is charged for recording changes, as well as issuing a copy of the document.
- After that, you can go to the notary's office with all the collected documents. Take this list of papers with you: passport, application, minutes of the meeting of participants, a new edition of the charter. An old version of the organization’s main document, a certificate of PSRN, as well as paper confirming the assignment of the TIN are also required. The notary is required to check all documents, as well as the correctness of filling out the application.
- Further, this list of securities should be submitted to the Tax Inspectorate. At the appointed time, you will receive a certificate of registration of amendments and changes, a certified copy of the Charter, an extract from the register.
If you need to re-register an LLC, step-by-step instructions will help you do everything quickly and efficiently.
Features of re-registration of a company in a LLC
Before the procedure begins, all participants in the organization are required to receive a special notice, which contains the following items:
- Indication of the form of reorganization. At the same time, the name of the new LLC, as well as its legal address, is indicated.
- Correct and accurate information about the executive body of CJSC and LLC.
It should be noted that this procedure provides for the exchange of partnership shares for the shares of participants in a limited liability company. The decision on reorganization must be taken by the general meeting of shareholders.
It is worth noting that the re-registration of a company in a LLC involves an inventory of the obligations and assets of the enterprise. Notification to shareholders should be sent 30 days before the next meeting. The forthcoming procedure should also be warned by the public. This is done using the Bulletin of State Registration. Company creditors are also required to be notified.
After re-registration, you will also have to order the production of a new seal, as well as register the LLC in extra-budgetary funds. You must also be registered with state statistics authorities, about which you will receive a special letter. Since the organization requires a bank account, its availability must be reported to the Tax Inspectorate.
Further, the employees who worked in the company are transferred to a limited liability company. Licenses are reissued, and shares are canceled. The Service of the Bank of Russia should be informed about this. Lastly, a list of participants in the new society is drawn up.
