Any founding document organization is extremely important because it describes the basic principles and objectives of the creation and activities of the enterprise. To date, the only document of this kind is enshrined in law - the charter. It contains comprehensive information about the legal form of the enterprise, its full name and legal address, type of activity and the amount of organizational capital.
Oddly enough, when creating an organization, they very rarely pay attention to the correctness of registration of constituent documentation. This is very wrong, since relations between the founders and tax policy in relation to the company. However, subsequently, many will realize this by making amendments to the charter.
Definition of a concept
This is the name of the procedure for editing the constituent documents, as well as (if necessary) the introduction of the amended data in the register.
Very often, an enterprise makes amendments to the Charter in connection with a change in the manager, the legal address of the company, as well as in other circumstances. It should be borne in mind that such procedures are precisely regulated at the legislative level, and therefore, when carrying out them, you must adhere to certain rules and regulations. To avoid mistakes, companies often trust paperwork to professional lawyers.
What changes should be made without fail?
Just note that some data, if changed, should be entered into the charter without fail:
- New registered address of the company.
- The new name of the legal entity.
- Change in the main line of activity (should be displayed not only in the Charter, but also in the register).
- Any change in the authorized capital of the organization.
- In addition, amendments to the charter of the LLC must be carried out in case of re-registration of the Company.
What does that require?
It should be noted that, unlike many other legislative norms, in this case all those documents that are required during such manipulations with the Charter are clearly spelled out. Namely:
- The charter itself, in its most recent version, will be required.
- In addition, you need a certificate obtained in the PSRN (on the passage of the initial registration), as well as all other papers confirming the validity of the amendments to the constituent documents.
- You must also provide the TIN of your legal entity.
- In addition, passports and individual numbers of taxpayers working in your company are required.
- The minutes of the meeting, which reflects the decision to elect a new director of the enterprise.
- Extract from the register. At present, the obligation to issue this extract on demand is legislatively fixed. In addition, if necessary, specialists of the controlling organization can get it.
What else requires a procedure like amending the charter? State duty, the size of which is fixed by law, and which can be paid at the nearest banking institution. An official bank receipt must attest to its entry.
Obligations of hired law firms providing charter amendment services
As we have already said, in many cases, entrepreneurs prefer to turn to specialized law firms, which take all the trouble associated with amendments to the constituent documents.
It should be noted that their duties are also fixed by law, and therefore, when drawing up contracts for the existence of these items, they also need to pay special attention. Remember that the deadline for amendments to the Charter is five days from the date of application, so do not let hired specialists delay it. So what you can count on:
- Firstly, you have the right to a detailed consultation of experienced lawyers regarding the changes.
- In addition, company specialists must not only develop a new edition of the document, but also provide it to you for review and approval.
- It is they who are required to submit and receive all necessary documents to the tax authorities.
- They have the responsibility to verify all the information that is added to the Charter or the USRLE.
About the procedure for making amendments and additions to constituent documents
To make changes to the charter, you must perform the following steps:
- Firstly, it is necessary to develop a new version of the law, guided by all established legislative standards.
- Secondly, a new document must be signed by all the founders of the enterprise.
- Write a statement of need amendments to constituent documents, moreover, it must be certified by the signatures of the founders and the official seal of the organization.
- Then, prepared and signed papers should be submitted to the IFTS.
- When they are ready, pick up.
This is the simplest and most common procedure for amending the charter.
And again about the sad ...
As it happens in our country, the legislative framework that should fully regulate the activities of various commercial organizations has not been properly debugged even to this day. This constantly leads to the fact that laws are interpreted in several ways at once, and clearly excessive demands are made on the companies themselves.
Practice unequivocally shows that in cases where the owners of the organization try to independently make all the changes to the charter, the regulatory authorities do not satisfy their request because of the many shortcomings discovered, which are often full of official form. Amendments to the charter are often complicated by frequent amendments to financial legislation, when the requirements for official documents can change dramatically. Often only experienced practicing lawyers know this.
In this case, even a correctly drafted document will be recognized as erroneous, and you should not pay the state fee. How, in this case, is it correct to make amendments to the charter? A sample application, as well as a list of all documents required for submission, can be found from practicing lawyers. They often provide valuable advice and advice.
If you are planning to do something on your own, be sure to refer to the latest legal directories, and it is advisable to read the official texts of laws on the official resources of the Government and the Ministry of Finance, as well as the tax service. There they are regularly updated, therefore, you will be aware of all new requirements.
Therefore, once again, we remind you that introducing amendments to the charter is a complex legal procedure. For its independent conduct you need to have the appropriate education and experience as a lawyer. If you don’t have all this, it would be much more reasonable to turn to specialized institutions for help. So you save a lot of money that would otherwise be spent on the repeated payment of state fees.
And now we will consider the most common cases when you have to edit the charter.
Change of the participant’s rights to a share in the company
At any time, one of the participants in the company has the right to sell or cede its share to others. But the transaction of alienation automatically requires the consent of all other members of the enterprise. This is due to the fact that a change in the right to receive a share in a company almost certainly leads to a change in the authorized capital. Therefore, many organizations prohibit such procedures.
Especially often they use such amendments to the Charter of the CJSC, as their owners are extremely not interested in transferring shares of the enterprise to third parties.As a rule, in this case, the condition of obligatory consent to the assignment of shares or only to members of the closed joint-stock company, and / or obligatory consent of one (but more often - several) founder is introduced into the constituent documents.
Free alienation of shares in the company to certain groups of third parties (close relatives, the company itself)
Attention! LLC participants may alienate their share in favor of the Company itself, but such cases are strictly regulated at the legislative level. This can only happen in the following situations:
- When the Charter itself provides for such an opportunity, but only on condition that other members of the company have not exercised their preemptive right to acquire a share. Making changes to the Charter of the company, this moment must be prescribed.
- An unconditional transfer of a share to the Company itself should be provided if the participant left it at his own request or was expelled by decision of the meeting of founders. In addition, this possibility is fixed by law for those cases when the participant has not contributed the required share in the authorized capital.
By making amendments to the organization’s charter, it is possible to provide for the transfer of the participant’s shares to his next of kin by inheritance. But! This is permissible only with the unanimous consent of all other members of the LLC.
Change in the maximum share of a member of the Company
By making amendments to the constituent document, they often limit either the maximum share, or their total (parts) distribution. These provisions may well be provided for both at the stage of the creation of the Charter, and at any other time. Who can initiate such an amendment to the charter? Documents of the constituent type may be changed only after the decision of the general meeting, adopted unanimously.
Making changes regarding profit sharing
If you plan to change the procedure for changing profits between members of the Company, you should be aware of the legislative standards: funds can be distributed once a quarter, once a year or six months.
Foundations and amendments to the Articles of Association related thereto
Very often, amendments to the charter of an institution are connected with the formation of separate funds within its structure. In this case, they are understood as nonprofit structural entities, the funds for the maintenance and development of which are provided by the members of the organization themselves, and the accumulated money goes strictly for those purposes for which the fund itself was created. Most often, the charter prescribes the creation of various stabilization funds.
These structures are extremely important. This is due to the fact that the funds accumulated by them are used to support the activities of organizations in particularly difficult periods of economic and financial crises in order to prevent production downtime. The fact is that it is economically more profitable to continue to produce products or provide services, sacrificing a decrease in profits (damping fluctuations from the fund), than then trying to restart the enterprise again when the industry is already occupied by other participants.
It is the order of creation and the goals of such funds should be described in the Charter of the enterprise. What does this amendment to the Charter involve? A statement on the creation of this kind of structure, signed by the founders and agreed at a general meeting of members of the enterprise. Remember that when changing the constituent document, you must not only prescribe the creation procedure, goals and role of this fund, but also provide for the existence of special acts through which its activities will be regulated.
Very often, funds are created to accumulate funds for bonuses for particularly distinguished employees, as well as to provide financial assistance either to the employees themselves or to their family members. Important! Funds from structures of this purpose should never be taken into account when assessing the value of assets of an enterprise.
Board changes
In the case when the enterprise is enlarged, it may be necessary to create a board of directors, information about which should also be included in the new edition of the charter. This organization carries out general management of the enlarged company, and also solves all issues related to conducting especially large financial operations and entering into transactions.
Finally
Finally, you should always remember that any registration of amendments to the Charter of an enterprise will be performed only if the amendments you make do not contradict the Constitution of the state, as well as the texts of federal and local laws. We remind you once again that it would be advisable to familiarize yourself with their latest editions, since in this case you will be insured against loss of time and money.
