Amendment of constituent documents. Registration of changes in the constituent documents of a legal entity

Registration of changes in constituent documents is carried out by filling out form P13001. Only after carrying out this procedure, adjustments will come into effect. Let us further consider how changes are made in the constituent documents of an LLC.

Types of Adjustments

Statutory constituent documents act as the main securities of the company. They contain all the information characterizing the activities and policies of the company. However, in some cases, it is necessary to change the constituent documents of a legal entity. For example, this is necessary if:

• The name or address has changed.
• The authorized capital has increased or decreased.
• A branch or representative office has been opened.
• It is necessary to bring the charter in accordance with Federal Law No. 312.
• OKVED codes have changed and so on.

Important points

Before how to fill out form P13001, you should consider:

1. It is allowed to combine several adjustments in one application, when filling out the corresponding sheets. For example: increase in the capital + change of address + renaming.
2. If there is an error in the USRLE, and the constituent documents of the organization are drawn up correctly, you should fill out form P14001 regarding the defects. It provides the state registration statement that was submitted earlier and contained errors, and the necessary corrections are carried out.
3. Amendments to the constituent documents regarding information on participants are allowed only with a decrease or increase in the authorized capital to reflect the distribution of shares. In other cases, form P14001 is filled out.
4. The applicant in the process of registration of changes is always the head of the executive body of the company, acting continuously. It can be a director or a management company.
5. Before submitting documents for registration, the applicant should put a signature on sheet M in the corresponding line. Its authenticity must be notarized, and the application P13001 stitched by a notary.
6. Since May 5, 2014, when submitting documentation by a representative, a power of attorney is required. It is drawn up by a notary public.
7. When registering changes, the applicant must be indicated as the state duty payer. The receipt is attached to the first sheet at the top. Since March 11, 2014, the failure to provide paperwork for payment has not been considered grounds for refusal.
8. If the application is written by hand, you must use a black pen. It should be written in capital letters. When filling in using a PC, you should use the Courier New font, the height of the letters of which is 18 pt.
9. It is forbidden to submit to the registering authority papers with text on both sides of the sheet.

Upon completion of the procedure, the constituent documents of the legal entity and a register register sheet will be issued. The latter is currently issued instead of St. An extract from the register is not given.

Rename

Amendments to the constituent documents related to the establishment of a new company name are carried out in accordance with form P13001. The accepted name shall be entered on sheet A. When transmitting documentation for registration of adjustments to the tax authority, together with a notarized statement, the following should be submitted:

• State duty receipt.
• Charter with a new name (2 copies).
• Renaming decision.

New address

Amendments to the constituent documents in this case are carried out by filling out sheet B. It indicates the new address at which the company will be located.Submit to the tax authority should:

1. Form Р13001, notarized.
2. Charter indicating the new location in 2 copies.
3. A receipt of the fee paid.
4. Protocol (decision) on the change of location of the company.
5. Papers to a new address (copy of the property rights certificate, letter of guarantee from the owner of the premises).

UK increase

Changes to the constituent documents are made in this case in sheet B of application P13001. The form indicates the new size of the capital. In this case, it is allowed to simultaneously amend the constituent documents regarding the participants in the company in order to reflect the distribution of shares between them. There is no need to fill out form P14001. This provision is valid only under the condition of reducing or increasing the UK. Otherwise, you should fill out the corresponding application sheets for each participant individually. The following are submitted to the tax service for state registration:

1. Notary application P13001.
2. Charter indicating the new size of the Criminal Code (2 copies).
3. A receipt indicating the payment of a fee.
4. Protocol establishing a new size of the Criminal Code.
5. If there are new participants, a statement from everyone about entering the company.
6. Applications from the entered founders for additional contributions (if any).

Reduction of Criminal Code

Such adjustments to the constituent documents of the legal entity are indicated in sheet B. Page I is filled in when the authorized capital is reduced by paying off the share that belongs to the company. It is also allowed to make changes to the data on the participants of the company in the form P13001 to show the distribution of shares between them. In this case, you can also not fill out form 14001. For state registration, the following should be presented to the authorized authority:

1. Certified by a notary public statement P13001.
2. The charter with the reduced size of the authorized capital indicated in it in two copies.
3. A receipt that the fee has been paid.
4. Protocol (decision) on the reduction of the criminal code.
5. A copy of the publication in the official "State Registration Bulletin", certified by the signature of the director and the seal of the company.
6. Calculations at the cost of a net asset, if the decrease in the authorized capital is carried out without fail in accordance with 90, paragraph 4 of the Civil Code.

Before submitting an application Р13001, a notification on making a decision on reducing the Criminal Code according to form 14001 is sent to the tax service. At the same time, it is necessary to publish a notice about this adjustment in Vestnik two times.

Bringing the charter in accordance with Federal Law No. 312

This adjustment is mandatory for companies established before July 1, 2009. On page 1 of form P13001 you should check the box next to point 2. For state registration you need:

• Form 13001 certified by a notary public.
• The charter brought in accordance with the requirements of the Federal Law No. 312, in duplicate.
• Paid receipt.
• Protocol (decision) on bringing documentation into conformity.

OKVED code change

On sheet L on page 1 the types of activities to be included are indicated, on page 2 - exclusions. If you need to add items, you should select the necessary OKVED codes (at least 4 characters), enter them in sheet A on page 1. To exclude activities:

1. Select the appropriate codes. Current types can be viewed from the extract from the register.
2. Write them on page 2 of sheet L.

When changing the main type of activity:

1. Enter the new code in page 1 of sheet A in the corresponding line.
2. Indicate the previous code on page 2 of sheet A in the desired column.
3. If the old activity needs to be left, it is entered as an additional on page 1.

There can be only one main code. The numbers fit left to right line by line. If necessary, you can fill out several sheets of form P13001. When contacting the registration authority, you should file:

1. Notarized statement.
2. Charter with code changes (2 copies).
3. Receipt.
4. Protocol on making appropriate adjustments.

According to Art. 12, paragraph 2 of the Federal Law No. 14, the availability of information on types of activity is not a mandatory clause of the charter.If the codes are not reflected in it, then for adjustment is used form 14001.

Representative or Branch Information

This information is entered on sheet K of form 13001. Data is entered separately for each branch or representative office. That is, a separate sheet is filled. For state registration you need to provide:

1. Certified by a notary public form P13001.
2. Charter with changes in data on representative offices or branches (2 copies).
3. Receipt.
4. Protocol on the need to amend the charter.

If other information is adjusted at the same time, a new form P13001 is filled out. For example, a branch is opened and the legal address is changed at the same time. If you need to inform only about the representative office or branch, then use form P13002. At the same time, there is no need to pay the state fee.

Other adjustments

Form P13001 is also used to amend other provisions of the charter. To do this, fill out sheets M and page 1. For registration, you must submit:

1. A statement certified by a notary office.
2. The charter in the new edition in two copies.
3. Receipt.
4. The protocol on registration of documentation in the new edition.