Statutory document of the organization

The theme of our today's conversation is the constituent documentation. According to the dictionaries, this is a package of papers representing the basis of (legal) activity of any firm, company, organization and determining its legal status. Since this set is the "calling card" of the enterprise (it is provided to almost all departments, banks, management and registration companies), it is worth giving it at least a little attention. So, within the framework of this article, we will try to reveal the essence of such a concept as a statutory document, we will discuss why these papers are so important, we will consider the order and peculiarities of their design.

Some terminology

The statutory document is an official paper on the basis of which a legal entity will act (this may be a charter or a memorandum of association). The charter itself is drawn up by the founders. In such a document, a decision is made on the name, legal address, form of management of activities (of course, all according to the law).

Composition of the statutory documents

In general, the organization's charter documents are business papers, on the basis of which, as already mentioned, any legal entity works. But their composition depends on what kind of organizational and legal form the enterprise will have. We list the main package:

• The charter;
• memorandum of association;
• An order appointing a director;
• Order to appoint a chief accountant;
• Minutes of the meeting ;
• Extract from the state register;
• The statistics code;
• Taxpayer's business tax ID;
• Lease agreement;
• registration number.

According to Art. 52 of the Civil Code (from 05/05/2014), legal entities (with the exception of economic partnerships) carry out their activities on the basis of the charter, which is approved by the meeting of the founders. The economic partnership operates on the basis of the constituent agreement, which is concluded by its participants.

Features of storage

All mentioned in the list of papers are contained in a folder that is placed in the safe of the head, thus, it is he who assumes all responsibility for the safety of the package. Access to it by unauthorized persons should be limited, since the papers contain the main information about the activities of the enterprise.

Important! Government agencies are provided with copies of documents notarized. After the presentation of the package, each statutory document (original) is returned to the place in the folder.

Why is it important to comply with all these precautions? The fact is that without the mentioned securities, no bank will open an account, the firm will not be able to obtain a certificate or a license. Although, in fairness it should be noted that any lost copy from the workflow is subject to recovery, it just takes a long time. And time, as you know, is money.

We turn to the next important issue that needs to be considered in the framework of the topic we have touched upon.

Authorized capital: documents required for company registration

Authorized capital is a sum of money registered in the constituent documents of the enterprise that passed state registration. It determines the minimum volume of the firm's property, which is the guarantor of the interests of creditors.

To register the authorized capital, it is necessary to collect the following documents:

1. Charter of the enterprise itself.
2. Memorandum of Association or decision to create.
3. Certificate of state registration, issued by the Ministry of Taxes and Duties.
4. Certificate of registration in the Ministry of Taxes and Duties.
5. A reference from the State Statistics Committee about the assignment of the code.
6. A document from the bank about opening a personal account.
7. Balance for the last reporting period or a bank certificate on the formation of the charter in 50% for a new company.
8. Order on the appointment of a director, general director with a copy of passports.
9. Document on the appointment of the chief accountant with a copy of the passport.
10. The bank document on the receipt of funds as a contribution to the authorized capital.
11. A document signed by the first persons on the status of the authorized capital.
12. Notarial power of attorney for the performer.
13. Appraisal reports of equipment.
14. List of equipment contributed to the authorized capital.

The amount of the authorized capital

The size of the authorized capital may be determined by a fixed amount of money. The minimum fund is:

1. For societies with limited liability - 10 000rubley.
2. For non-public joint-stock companies - 100 minimum wages.
3. For public joint stock companies - 1000 MROT.
4. For state organizations - 5000 minimum wages.
5. For the bank - 300 million rubles.

Formation of the authorized capital: documents

The authorized capital is money, material values and securities. A limited liability company must pay a share in the authorized capital not later than four months from the date of registration. A joint-stock company can be registered without payment of the fund. But 50% must be paid in three months from the date of registration. And within a year you need to fully pay off the debt.

Formation of the authorized capital is first of all correctly issued papers. If property is included in the statutory fund, then it is obligatory to have an evaluation report of an independent specialist on its value. The founders themselves can not change the form of the transferred property, its price or the form of transfer without changes in the constituent document. Upon leaving the company, the founder will be reimbursed for his share in the authorized capital, and not later than six months after the close of the fiscal year. The right to exit must also be fixed in the statute. Documents on the charter capital are stored along with the charter and are the basis of the organization's activities.

Change in share capital

There are situations when it is necessary to increase the authorized capital. Documents confirming such changes:

1. Statement signed by the Director General and certified by a notary (Form P13001).
2. The new version of the charter - the original in the number of 2 units.
3. Minutes of the GTC / decision of the sole member of the LLC.
4. Balance of accounting for the past year (a copy, filed and certified by the director).
5. Receipt for payment 800 рос. rub. (State fee).

In general, the change in the authorized capital is possible only after its payment. The contribution can be property. If the contribution is paid in this way, then its nominal price is more than two hundred minimum wages. He must pass a monetary evaluation of an independent specialist. The decision to increase the authorized capital must be registered, and not the least role is played in a timely and qualitatively designed primary accounting documents.

Changes to the statutory documentation

Registration of changes is very common. The activity of any organization is connected with constantly changing changes inside it. At primary registration of the legal person it is difficult to provide all features of the future activity and forms of its organization. Therefore, in the process of work there is a need to make adjustments.

Russian legislation stipulates that any legal entity that changes its head or legal address, or takes a decision to increase the statutory fund, is obliged to notify the registration authority within three days.

There are two types of changes that are made to the statutory documents:

1. Change of address, activities, name, size of the statutory fund. Such adjustments require unambiguous introduction of them into the statutory workflow.
2. Changes in which there is no need to change the statutory documents. Most often, this happens when the director changes. But you must always register them.

As you can see, no matter what changes you make to the statutory documents, they require mandatory registration. But here you should remember some legal subtleties. Sometimes you can get away from a complete re-registration of the company.

Change of director of the organization

Let's consider the most frequent changes introduced in the statutory documents. Change of director or change of his passport data is subject to registration with the tax authority. This is done within three days of the decision. Register changes in the statutory documents in this case is not necessary. If the legal address, charter capital, founders, name or types of activity changes, then it is necessary to display this in the document circulation.

The statutory document is the main paper, without which no changes can be made at all.

Let's look at what needs to be done when the director changes. The package of documents will be as follows:

1. The document on the state registration of a legal entity.
2. Information about entering information about the organization in the Unified State Register of Legal Entities.
3. Paper on tax registration.
4. The company's charter (last edition).
5. Memorandum of Association (copy of the latest version).
6. Copies of documents on changes.
7. Passports of directors (new and old).

According to paragraph 1 of Article 19 of the Federal Law of August 8, 2001, a legal entity is required to provide notification to the registration authority at the location about changes in the constituent documents. This notification has an approved form. It informs about the changes concerning the legal person. These adjustments are necessarily entered in the state register in the order established by the legislation of the Russian Federation.