The process of registration of legal entities periodically changes. Every year, new requirements for documentation, the place and timing of the procedure. What changes await citizens in 2017-2018? In this article, the most important provisions of the Law "On State Registration of Legal Entities and Individual Entrepreneurs" will be analyzed.
General characteristics of federal law
Creation, reorganization and liquidation of legal entities - all these processes are regulated in detail in 129-FZ. The registration procedure in all cases presented is an obligatory element. The Government of the Russian Federation, as well as its territorial departments, have an obligation to satisfy the requirements of a legal entity in a quality and timely manner. The Law "On State Registration of Legal Entities" establishes the basic duties and powers of both the registering body and those who apply for the procedure.
The law contains a fairly large number of provisions. The most important here are the rules on maintaining state registers, filling out documentation and the timing of registration procedures.
Dates and place of registration
Chapter 3 of the Law "On State Registration of Legal Entities" describes the procedure for registration. The government and its territorial departments are the main authorities where legal entities can satisfy their requirements. An important role here is played by the Federal Tax Service - the federal tax service. This ministry is part of the executive body, and therefore is authorized to carry out state registration.
Any legal entity must apply to the executive body at its location - that is, within the same region. The registration authority may be the regional or city administration, the regional executive body, the republican government, etc. The registration process itself should not last more than three business days.
Legal Entity Address
A large number of misunderstandings arise precisely with the location of the legal entity. It would seem that everything is quite simple: the address is determined by the settlement or municipality indicated in the documentation. The special state register (USRLE) also contains information on the location of the subject. At the same time, many entrepreneurs may ask: is it possible to register a person at the place of residence of the founder? The Resolution of Plenum No. 61, issued in 2013, answers this question in the affirmative. However, there are some nuances. So, the owner of the object where the founder lives, must provide his consent to register a legal entity there. In this case, anyone can be the owner: from communal managers to the administration of the region. If the owner of the house does not like something, then he may turn to the Arbitration Court with a request to evict the person from the property. A court that has satisfied this requirement will immediately ask the company founder to move out of the house.
Thus, both the Law on State Registration of Legal Entities and the relevant resolutions of the Federal Assembly do not prohibit the founders of legal entities from being located where they are comfortable. Will only have to comply with a large number of rules imposed by the owner of the property.
Required Documentation
Article 12 of the Law "On State Registration of Legal Entities" (2015-2016 - recent amendments) refers to the main types of documentation that must be submitted to the registration authority in order to meet the relevant requirements. In the form P11001 from the Federal Tax Service of the Russian Federation, an application is drawn up and filed. This document indicates information about the legal entity itself - name, location, etc. 
Next, you need to provide a list of the attached documentation - the so-called constituent papers. The number of these documents and their content will depend only on the legal form of the person. You should also indicate information on the payment of the authorized capital (fund, share or equity reserve). All data should be up to date. The decision to create or reorganize in the form of a protocol and in the form of an agreement, a document on payment of a fee and an extract from the foreign register of legal entities persons (if necessary) should also be provided to the registration authority. By the way, as of 2017, the amount of the fee is 4 thousand rubles.
Submission of documentation
Article 9 of the Law of the Russian Federation "On state registration of legal entities" establishes the procedure for providing the necessary documentation. There are several ways to submit papers to the registration authority. The first option is a postal item with a list of attachments. The shipment itself must have declared value. The second option is the transfer of securities through the MFC (multifunctional center). Here, sending by e-mail is also possible, but only with a special electronic signature. To do this, you will have to use a single portal of public services. By the way, the same portal operates in neighboring countries. Decisions of Ukraine, the Republic of Belarus or the Law of the Republic of Kazakhstan "On State Registration of Legal Entities" establish the relevant norm.
All documentation must be certified by a notary. The additional powers of notaries include the transfer of documentation to the necessary authorities. In case of discrepancies between electronic and paper documents, priority will be given to paper.
Documentation Verification
The registration authority must accept and carefully review all documentation provided. There are several criteria by which verification is conducted. Firstly, it is the conformity of documents with constitutional norms and federal laws. Secondly, it is a verification of the accuracy of information included in the state register (USRLE). There should not be any contradictions between the submitted documentation and the information fixed in the register.
The rights of the applicant include amending the submitted documentation and interpretation of individual rules. The authority of the registering authority includes the involvement of special expert commissions and specialists. If the state authority revealed some violations during the inspection, the applicant has the opportunity to appeal against the actions of the authority. This is stated in the Law on State Registration of Legal Entities of 2016.
Rules for drawing up a registration contract
Particular attention should be paid to the registration agreement, which is submitted to the state body. There are hardly any problems with a legally correct and well-written document. Formed companies should clearly define the scope of their business. That is why the document should indicate the appropriate code obtained from the all-Russian classifier of economic activity. The contract must spell out all the principles of their activities - from general to particular. You must clearly follow the form of the document. It is forbidden to allow fuzzy rules, ambiguity or "legal holes".
Any contract is the most important legal document. Even the most competent founder of the company is extremely undesirable to compose it alone.In order for the state registration as a legal entity to be successful, it is still worth attracting specialists who could help in the preparation of the contract. Moreover, the Law in question does not contain any provisions on the content of the document.
Content of the contract
The contract form P11001 implies the existence of a special document structure. So, any contract in the form presented can be divided into four main parts: introduction (preamble), subject, additional and other conditions. In the preamble, as you might guess, all basic information about the registered organization is indicated. This name, location, contact information, information from the registry, code information and more. Here, the date and place of writing the contract, as well as the positions of those present from the registering authority, should be set.
The subject of the contract indicates what the parties agree on. In the case of registration procedures, this is either the creation or reorganization of a legal entity. Additional conditions indicate the elements of responsibility of the parties and methods of securing obligations. The final part may contain details of the parties and indications of the number of copies of the contract. A properly executed contract will allow you to successfully ensure the procedure for state registration of legal entities.
About state registries
It is worth telling a little more about the state register, which should contain information about the created or reorganized legal entity. We are talking about a special national base that operates on the principles of the unity and comparability of information, federalism, providing control and verification functions for the information provided, software technology, timely modernization, etc.
The content of state registers includes information on the legal form of the person, the method of its formation, about the founders, date and place of registration, etc. All information contained in the register must comply with the requirements of authenticity and relevance. The deadline for submitting data from the registry should not exceed five days from the date of request.
State information bases operate not only in the Russian Federation. So, the decisions of Ukraine or the Republic of Belarus, as well as the laws of the Republic of Kazakhstan on state registration of legal entities also imply the existence of such registers.
Reorganization of a legal entity
Chapter 5 of the Law "On State Registration of Legal Entities" (the "Guarantor", as amended on July 29, 2017) contains information on state registration during reorganization processes. Within three days from the date of the decision on the reorganization, the company is obliged to provide a notice to the state body. Based on the data received, the registering authority will make all the main changes to the state information register.
It is worth noting that in the case of registration of the reorganization, everything is somewhat simpler than when the company is created from scratch. At the same time, you still have to submit a special application, constituent documentation and a document on payment of the fee to the state authority. In some cases, a merger or separation document may be necessary, depending on the type of reorganization process.
Refusal of state registration
In what cases does the body that carries out state registration of legal entities have the opportunity to refuse to satisfy the applicant? Article 23 of the Federal Law under consideration refers to cases where the applicant submitted incorrect or incomplete documentation, used the wrong notarial form, did not sign the documentation or did not fulfill other requirements enshrined in the law.
In the case of gross violations, the applicant is liable.Loss of documentation, violation of the registration law, interference with the work of a state body - for all this, the guilty person can be sanctioned.
Appeal
Chapter 8.1 of the Act in question speaks of the right to appeal. Thus, the applicant is able to appeal to a higher executive authority or even to a court if the registration authority violates his rights. The term for applying to the court is 25 days. During this time, the applicant may withdraw the complaint if he nevertheless manages to agree with the registration authority.
The federal law of the Russian Federation, the Republic of Kazakhstan or the Law of the Republic of Belarus on state registration of legal entities states that the registering authority should be responsible for improper work. We are talking about cases of registration evasion, violation of order, loss of documentation, etc. In all these cases, the state authority is obliged to indemnify.