The activities of Russian organizations involve periodic communications with various government bodies. Among the most frequent is communication with the Federal Tax Service of the Russian Federation. A possible subject of appropriate communications is making adjustments to the Unified State Register of Legal Entities. What are the nuances of this procedure?
Factors of changes in the register
Making changes to Unified State Register of Legal Entities (Unified State Register of Legal Entities) may be required if the company is undergoing reorganization, a change of management, adjustment in the constituent documents and other circumstances are fixed that determine the need to synchronize information about them with state records.
It is assumed that the USRLE is a database that contains the most relevant information about organizations, and therefore entrepreneurs need to carefully monitor that the relevant data are entered in this register in a timely manner.
Change of information in the Unified State Register of Legal Entities: legal requirement
Yes. This is due primarily to the requirements of the law. The company will have to pay a fine of 5 thousand rubles if its founders do not notify the state of significant changes in the structure of the organization to be made to the USRLE. Tax or other fees that have already been paid to the treasury cannot be set off in the payment of a fine - this obligation is retained by the organization. It is necessary to inform the state about changes in the structure of the company within three days after the corresponding adjustments have been made.
Change of information in the Unified State Register of Legal Entities: practice of business relations
Actual information about the organization is needed by its founders themselves. Fresh information from the USRLE may be needed in a variety of cases. For example, so that contractors can make sure that they are dealing with a reliable company. Also, information from the Unified State Register of Legal Entities is usually requested by banks - if the issue of issuing a loan for a business is being considered. A financial institution wants to deal with trustworthy businessmen.
There are a large number of other procedures related to business activity and requiring a document such as a fresh extract from the register. For example, this source is needed if a business is being sold to third parties. An extract from the Unified State Register of Legal Entities is also needed for the correct execution of the procedure for transferring a share in a business company as a pledge.
Consider the specifics of the legislative regulation of procedures for the interaction of entrepreneurs and registration departments.
Changes in the Unified State Register of Legal Entities: legislative aspect
The main regulatory act regulating the procedures for the interaction of enterprises with the state register, including such an aspect as amendments to the Unified State Register of Legal Entities, is Federal Law No. 129 “On state registration of legal entities and individual entrepreneurs”. However, it should be noted that IP is not a legal entity. There is a separate registry for them - the USRIP.
In accordance with the provisions of this legal act, the need to synchronize information about the enterprise with the registers of authorities arises under the following circumstances:
- the organization was renamed (this applies to both the full and abbreviated name of the company both in Russian and in other national languages of Russia);
- the company changed its legal form;
- the organization changed the address of its executive body or the coordinates of the structure, which has the right to carry out actions on behalf of the company;
- the company has changed the composition of participants, holders of shareholder registers;
- the organization has changed the amount of the authorized or joint-stock capital, share contributions;
- Names of officials who have the right to act on behalf of the company without a power of attorney, their passport data and information from other documents that prove their identity have been changed;
- information on the branches or representative offices of the organization has changed;
- OKVED codes for the enterprise have been adjusted.
Other factors are possible that determine the need for such a procedure as making changes to the Unified State Register of Legal Entities. For example, this could be the opening of new bank accounts by an enterprise. As for such an aspect as the financial details of the register, we note that this is one of the key sources of information about the enterprise. To conduct correct tax monitoring, the state needs to know through which accounts the firm's banking operations go.
Features of the procedures for making adjustments to the registers
The legislation of the Russian Federation provides for two main types of procedures within which amendments are made to the USRLE. Firstly, it is the state registration of adjustments that are recorded in the constituent documents of legal entities. Secondly, this is the introduction of changes that are contained directly in the Unified State Register of Legal Entities. Corrections of the first type may include information regarding the name of the organization, its address, the provisions of the Charter and other constituent documents. In the second case, the main types of information with which work is carried out are information about the management bodies of the company, its shareholders, types of economic activities.
Changes in the register: documents
In accordance with the rules contained in Article 17 of the Federal Law “On State Registration of Legal Entities and Individual Entrepreneurs”, an enterprise must provide a number of documents to the state bodies responsible for making adjustments to the relevant register (now the Federal Tax Service is doing this). Their essence depends on what type of changes are to be made in the Unified State Register of Legal Entities: those that are associated with the constituent documents, or those that reflect records relating to information about the organization.
Change of constituent documents
In the first case, it is necessary to provide the following sources to the Federal Tax Service:
- Application for state registration in the form of P13001. It confirms that the adjustments that are made to the constituent documents of the company comply with the legislative criteria, are reliable, the information is changed legally.
- A documented decision approving the introduction of appropriate adjustments to the constituent sources of the company.
- The list of changes that are recorded in the constituent documents of the organization.
- A receipt confirming that the state duty (USRLE is a register that is maintained by state authorities in accordance with the established tariffs) is paid. Amount of payment - 800 rubles.
If we are talking about the use of form P13001, then through it in state registers changes can be recorded regarding the following main range of information:
- name of company;
- the location of the company, its legal address (or the coordinates of the executive body of the structure or entity that has the right to carry out actions on behalf of the organization without issuing a power of attorney);
- the amount of the authorized or joint-stock capital, as well as the unit fund;
- change in the composition of participants in the company, information on the connection of new entities to the business;
- information about branches or representative offices.
Change company data
If we are talking about updating company information in the USRLE, the list of documents may vary. In some cases, it is extremely simplified. Sometimes the Federal Tax Service only needs to provide a statement. Moreover, it is compiled in a different form - P14001.
The structure of both documents mentioned above is defined in a number of by-laws.Firstly, this is Decree of the Government of the Russian Federation No. 439, which approved the forms of applications regarding the state registration procedures for legal entities, as well as the requirements for their execution. Secondly, this is the Order of the Federal Tax Service No. SAE-3-09 / 16, which contains methodological recommendations regarding the completion of the relevant forms.
Where to send documents
If we are talking about changes that are made to the constituent sources, as well as adjustments that reflect information about the organization that is not related to updating information in the Charter and related documents, then they are carried out by the territorial body of the Federal Tax Service at the location of the company. If adjustment of the address of the organization is necessary, the same body sends documents to the structure responsible for working with legal entities at the new address.
Documents for changing information in the USRLE can be brought personally to the Federal Tax Service or sent by mail in the form of a parcel with declared value. An inventory is required for the sources. There is also the option of making changes to the USRLE through the Internet. To do this, you can use the online interface on the website of the Federal Tax Service of the Russian Federation. If the authorized person of the company relates the documents to the tax service in person, then he will be issued a receipt on receipt of the relevant sources.
Preparation of documents: theory and practice
The practice of working with documents may require an extended set of sources. Consider the scenario in which the need to change data in the Unified State Register of Legal Entities arises due to the correction of OKVED codes.
In this case, the following papers will need to be submitted to the Federal Tax Service:
- copy of the passport of the head of the company;
- certificate of TIN;
- certificate of registration OGRN;
- statistics codes;
- minutes from the meeting of the company;
- information about new codes.
You will also need to order an extract from the register with current information.
It is important that the passport data of the director of the company correspond to those that are already in the register, otherwise the Federal Tax Service will refuse to register the adjustment. Previously, you can compare the relevant information with the current extract from the register. Once the information is verified, you can proceed to fill out form P14001. This document is recommended to be certified by a notary public.
Notarization
For this procedure, you will also need to collect a number of documents, namely:
- passport of the head of the company;
- certificate of TIN;
- certificate of registration OGRN;
- statistics codes;
- constituent documents;
- an order confirming the appointment of a manager;
- fresh extract from the register;
- Protocol approving adjustments to the USRLE relating to the company.
You may also need documents proving changes that are subject to introduction into the constituent sources of a business company.
Change Registration Dates
The Federal Tax Service makes the necessary changes to the registry within 5 days from the moment the documents arrive at the department. As regards the adjustment of the USRLE, an urgent procedure guaranteeing that the appropriate actions will be taken by the authority faster is not provided.
The fact of state registration of changes in the register is recorded at the time of making the corresponding entries in the register. Within one business day from the moment of registration, the Federal Tax Service must send the company a document that confirms the fact that the information about the organization in the state registers has been updated. After that (if you order an extract from the register), it will contain relevant information.
Nuances of interaction with the Federal Tax Service
The procedure for making adjustments to the Unified State Register of Legal Entities in practice may differ significantly from the general scheme considered by us. This is especially true for the provision of documents - in the example we studied above with the selection of sources for recording changes in OKVED codes, this is especially noticeable. There is also a specific interpretation of regulatory legislation in individual regions and municipalities.There may be scenarios in which there will be no state duty when submitting documents to the Federal Tax Service.
In a number of cases, it is necessary to provide information on licenses to the department if the activities of the company involve obtaining them. However, such an obligation does not lie with the organization, but with the authority that issued the relevant authorization document. In some cases, the FTS also needs to provide data regarding changes in the management structure of the organization (for example, if a new director or manager has been appointed).
Legal Variability
In addition, the legal rules governing certain procedures often change. Therefore, before interacting with authorities to adjust information about the company in the Unified State Register of Legal Entities, an entrepreneur should study the relevant legislation - the latest version of the Federal Law "On state registration of legal entities and individual entrepreneurs" and related by-laws. It is also useful to seek advice from the Federal Tax Service, having formed an appropriate request. The Unified State Register of Legal Entities is the most important source of information about enterprises for the state, and therefore the agencies responsible for its maintenance are required to be the most competent structures in registering corrections in the corresponding register.
Similarly, providing entrepreneurs with relevant information about registration procedures is the most important function of the Federal Tax Service. This department conducts integrated activities, working with the Unified State Register of Legal Entities. A tax, a collection of one type or another are subjects of activities that are not limited to the competence of the Federal Tax Service.
