Entering changes into LLC and constituent documents

In the event that in the course of the work of your organization, you decided to change such parameters of the LLC as: change of the General Director, change of the legal address of the LLC, changes in types of activities, entry / exit of the company member, amendment of the Charter of the LLC and other corrections of information about the LLC, You can contact the company "Smart Way" and our specialists will conduct all the necessary activities in the shortest possible time.

First of all it should be noted that any changes in LLC are divided into two types:

1. Making changes in LLC, in constituent documents (Charter, memorandum of association - changing the size of the authorized capital, changing the legal address, changing the name of the LLC, changing the name of the management of the LLC, increasing / shortening the term of office of the head of the organization).
2. Changes that are not related to the incorporation into the constituent documents of the LLC (entry / exit of the LLC members, donation / sale of shares in the charter of the LLC, change of the General Director, types of OOO OKVED activities, information about the LLC members, information about the branches / ).

Depending on what changes occur in your organization, they are subject to registration on the basis of certain forms of applications - P13001, P14001. Also, a number of documents must be submitted to confirm the amendments to the registration authority (taxation). Depending on the contents of the changes, you should submit: a protocol / decision to amend, a new edition of the charter or amendments to the articles of association, payment documents on payment of the state fee for making changes, payment documents on making an additional contribution to the charter of the LLC, etc.

Particular attention should be paid to the transfer of shares in the authorized capital of LLC. This operation can be formalized by donating a share, buying and selling stakes, transferring a stake to LLC. In the event that donation or sale is made between members of the company, the transfer of shares can be executed in simple written form. If the share passes to another person, the contract must be registered in the notary's office without fail. The transfer of shares to society is an internal operation in the society and is formalized by internal documents. The application for registration of changes is signed by the General Director. Specific requirements are prescribed in the Charter of your LLC and are regulated by the law on the registration of legal entities in the Russian Federation.

Notarization of transactions with shares of the Company requires the registration of such documents as an offer / acceptance for the acquisition of shares, the consent of each member of the company for the sale or donation of shares, the presence of all interested persons on signing documents from a notary, notarization of the application to the tax. With this procedure, the notary sends the documents for registration, they are sent back to the company by mail to the legal / postal address of the organization.

If a new participant enters the LLC by making an additional contribution to the authorized capital, consent of all participants of the company is required, which must be formalized by a protocol / decision of the general meeting of participants. To register a new participant in the tax, you must provide confirmation of payment - payment documents from the bank.

It should be noted that under the new rules after registration a legal entity is not issued an extract of the Unified State Register of Legal Entities. New document - Entry sheet. It contains the number of the OGR that is assigned to this change, and the content of the new information. This innovation is not completely reflected in the future for society - many counterparties, banks, government customers require in confirmation of the current information about the legal entity is an extract from the Unified State Register of Legal Entities. It will need to be ordered separately. The deadline for the receipt of such a document in the IIFNS is from 2 to 7 days.

The process of filling in the necessary documents, making changes to the LLC for employees of the company "Smart Way" is common in their practice. However, people who are not connected with constant legal work, this procedure can cause a lot of questions. It is difficult for the situation of innovation, which came into effect on July 4, 2013. Tax authorities do not yet provide a clear consultation on the correctness of filling out documents for registration. It is possible to be based only on the experience and on experience of colleagues. We understand that you have neither the time nor the opportunity to monitor changes in laws that regulate the procedure for registering LLC and making changes to LLC documents. Therefore, we invite you to apply for help to professionals in your business - lawyers of the company "Smart Way". We will not only carry out the necessary procedures on these issues, but also provide legal advice on your acting constituent documents, help and clarify their provisions, optimize the number of documents in your organization.