Amendment of constituent documents and articles of association

The activities of any organization and enterprise begins with constituent documents. In our article we want to talk about them.

What are constituent documents?

This is a list of documents, which is the legal basis for the work and activities of the enterprise, it determines its legal status. This concept is defined in Article 52 of the Civil Code of the Russian Federation.

Legal entities may act on the basis of a memorandum of association and charter, or on the basis of one of them.

As practice shows, a memorandum of association is not always needed. For example, if a society was created by one single person, then you can use the decision to create an enterprise, but only notarized. However, if the same society is created by several people, then the concluded agreement will be included in the list of constituent documents.

Information contained in documents

Constituent documents must certainly contain such data:

1. The name of the company or organization.
2. Full legal address.
3. The procedure for conducting business of a legal entity.

As an addendum, the goals and subjects of the enterprise activity can be defined in the documents. Such data is mandatory for non-profit organizations.

It should be remembered that the constituent documents and all changes made to them enter into legal force only after state registration.

According to the law, the Certificate of registration of the company, as well as the Certificate of tax registration of the company do not apply to constituent documents. However, these papers are extremely important for the organization, as they confirm the fact of official registration. That is why these two documents should always be together with the constituent papers.

Constituent documents of legal entities

Let's see what documents are constituent.

The list of constituent documents for legal entities:

1. Articles of association.
2. Establishment Agreement.
3. Two documents together.

I must say that the amount of these securities directly depends on the organizational and legal form of organization. Legislation provides for a list of documents for all cases.

Need for change

In the process of work of any enterprise, it is often necessary to amend the constituent documents. This may be, for example, changes in the name of the company, address, number or composition of founders, directors, increase or decrease in the authorized capital.

Any changes that are made to the constituent documents must be reported to the tax authorities at the place of registration of the company. And this means that the company must undergo re-registration with state bodies.

There are two types of changes to the Unified State Register of Legal Entities:

1. Associated with changes in constituent securities.
2. Not related to changes.

Changes to the charter

Changes to the constituent documents are introduced if:

1. Change of company name.
2. Change of location of the organization (legal, not actual address).
3. Change in the size of the authorized capital.
4. Representative offices or branches of the enterprise open or close.
5. OKVED, which determines the type of activity, is changing.
6. A different procedure for the distribution of the organization’s income or formation is established reserve capital.
7. The terms of office of the leader are changing.
8. The management structure of the company is changing.

Changes made to the register

There are changes that can not be entered in the charter, but be sure to make the register:

1. The arrival of a new director or a change in the passport information of an existing one.
2. Change of the holder of the register of founders in the company.
3. Change of passport information of the founders.
4. Change in equity participation of shareholders or the composition of the founders.
5. Pledge of a share of capital.
6. Decrease in the authorized capital.

With such transformations in the organization, new data must be entered in the USRLE.

What difficulties may arise in making changes?

If the company needs to register any changes in the constituent documents, the logical question arises as to how to do this correctly and what is needed for this. It is advisable to arrange everything correctly in order to avoid receiving a tax refusal. Otherwise, you have to:

1. Prepare the paper again.
2. Pay the registration fee again.
3. Again stand the line in the tax structures.

Documents in the Federal Tax Service for registration of changes

Registration of constituent documents, as well as registration of amendments, takes place in the tax. To do this, submit the following papers:

1. Application (standard form for state registration of all changes that are made to the constituent papers).
2. The decision itself on the changes.
3. Change Documents.
4. Document on the payment of tax (state duty).

The most important document is a statement. It is filled in the approved form. It is signed, as a rule, by the director, and must also be notarized.

There are cases when registered changes will also entail the introduction of new information into the registers. This should be indicated in the statement.

Another document required during registration is the decision itself on all changes. In fact, this is the original minutes of the stockholders meeting or other management structure. All documents of constituent persons and changes adopted by them must be signed and stored in the registration file.

Next, the person submitting the application needs to prepare the text of the amendments. Such paper needs to be issued in two versions as a new edition of the old constituent document.

It should be noted that the registration authorities are absolutely not responsible for the essence and content of the amendments to the documents.

All documents, the volume of which is more than one sheet, are filed in stitched, numbered form.

What is the responsibility for late submission of information about changes?

It often happens that organizations do not submit timely information about the changes made, although the law requires them to do so within three days. Failure to comply with statutory rules leads to administrative liability. This can be either a warning or a fine.

More severe sanction could be liquidation of an organization or criminal liability for providing knowingly incorrect information.

Organization Name Changes

All changes in the name of the organization lead to the fact that it is necessary to change the constituent document of the company. Moreover, the seal is subject to replacement, as in the case of a change in the legal address of the company.

What constituent documents are submitted to state bodies in case of changes in the charter documents?

No matter what changes occur, you will have to submit the following documents to the appropriate authorities:

1. State Registration Document.
2. Certificate on entering data about your company in the register.
3. Certificate of tax registration.
4. Founding papers: contract and charter.
5. Passport details of all founders and directors.

Who submits documents to tax authorities?

Who submits documents to tax authorities and how? This can be done only directly by the head of the legal entity or his authorized representative. And you can send all the necessary paper mail. But in this case, all documents sent (copies) must be notarized. You need to send papers only with a valuable letter with a binding an inventory of attachments.

The day of sending will be considered the day of filing the documents, although, naturally, the letter will be received by the tax a little later.

Document Requirements

As you know, all documents submitted to government agencies must comply with certain standards. All papers are numbered and stitched, and then certified by a notary. The application form is completely filled out without dashes; unnecessary fields are simply left blank. All documents of the company must be signed by the head of the organization.

When changing the charter provide two options for a new edition of the document.

Instead of an afterword

In our article, we discussed the issue of amending constituent documents. It must be remembered that these papers are the legal basis for the activities of any organization. Therefore, one must take seriously all the changes introduced into them. In addition, you need to understand that it is not enough to make any changes to the documentation of the enterprise, you need to as soon as possible register them in tax. Only after registration, all changes are valid.