Amendments to the charter of the JSC. How to formalize changes to the LLC Charter

When creating a limited liability company, the founders approve the main document intended to regulate the company’s activities - Charter. The charter must contain information about the name and legal address of the organization, authorized capital, founders, share ratio, rights, obligations of participants and other norms of the existence of the company.

The document is submitted to the Federal Tax Service at the moment. Basic information from the charter is also recorded in the Unified Register (USRLE).

Changes may occur in the future activities of the LLC, which must be reflected in the charter. In addition, from time to time there are significant changes in legislation regarding the activities of LLCs, which entail the need bringing existing charters of organizations into compliance with adopted laws. The provisions of the constituent document may determine the norms of the enterprise’s activities that are not reflected in the law, but cannot contradict current legislation.

How to apply in 2019

The charter is internal document of the organization, but is subject to registration with the Federal Tax Service. Therefore, the current version cannot differ from the form in which it is currently presented to the tax office.

Making changes related to updating legislation is not always considered mandatory, since adopted laws apply to the company’s activities, regardless of whether they are reflected in the charter. Until the constituent document is brought into compliance with the changes that have entered into force, the company will not be able to register any other options for adjusting the information in the charter.

Thus, the charter of LLCs organized before July 1, 2009 must take into account the provisions of Law No. 312 of December 30, 2008. In September 2014, changes were adopted to the articles of the Civil Code devoted to the rights and obligations of LLC participants.

For example:

Changes initiated by the founders of the LLC can be divided into subject to registration in the Unified State Register of Legal Entities and on private changes required in internal work.

Changes to the charter reflected in the Unified Register are required for registration:

new ;
another manager;
changes in the composition of the founders and in the distribution of shares between them;
new types of activities, therefore, updating the OKVED list;
reduction or increase of authorized capital.

There are provisions of the charter that make interaction between company participants more comfortable and understandable, but the LLC law does not have specific requirements for them, and these changes are made at the request of the founders:

procedure for making decisions on specific issues;
raising capital from third parties;
conditions for the entry or exit of participants from the society;
restrictions related to the size of shares of participants;
other private points.

If we take into account the development of the Model Charter for LLCs for 2019, we can come to the conclusion that the legislative bodies are striving to make the existence of enterprises as easy as possible in terms of document flow. The general trend is to separate information required for registration in the Unified Register (personal information about the company) and information defining the principles of the existence of the LLC (regulatory provisions).

Procedure for making changes

Regardless of what information is planned to be included in the current charter, the procedures are approximately the same. The only difference is the list of attached documents and the completion of the corresponding applications.

Preparation of documents

The basis for making changes is the decision of the founders. A meeting is held at which a new version of the charter is drawn up and minutes are published. In the case of a single founder, the decision is made by him alone. The new version of the charter is printed, the sheets are numbered, the document is stitched and sealed, certified by the company and signed by the manager.

To change the charter, you need following documents:

Minutes of the meeting or decision (if the founder is singular)..
New Charter (2 copies).
Documents confirming the right to use the premises (if a new company address is entered).
Reporting documents on participants' contributions: a certificate from the bank, the result of an independent assessment of the property participating in the capital (if the size of the authorized capital has been changed).
Copies of passports and TIN (if the founder’s details change or a new director is elected).
A receipt confirming payment of the state duty (for 2019, the payment amount is 800 rubles).
Completed applications for amendments to the Charter (there are two forms, each of which is used depending on the nature of the changes).

Filling out an application on form P13001

Form 13001 is the application itself, which provides the LLC's registration information, and accompanying exhibits, which indicate what changes need to be made.

IN first section of the application must contain the name of the organization, main registration number and.

In second section, the mark is placed only if the purpose of contacting the tax office is for re-registration (Law No. 312 of December 30, 2008).

Along with the form, applications are filled out, marked with a letter indicating the type of change:

“A” - to indicate a new name;
“B” - contains information about the address. If you decide to register an exact address, you should indicate it in full, including the postal code. But today we can only designate a populated area. This may save time in the future;
“B”, “D”, “D”, “E”, “G”, “Z” - filled in when the amount of capital changes, shares are distributed between participants, including situations where any of them leaves the company or new participants appear, holding shares, since this means the transfer of shares or part thereof. The letter, in addition to “B”, depends on who the participant is (legal entity or individual, Russian Federation or foundation, etc.);
“I” - reflects information related to capital. But in this case we are talking only about its reduction as a result of the redemption of the share;
“K” - is intended for entering information about changes in representative offices and, for each of them a separate sheet must be filled out;
“L” - consists of two pages, on the first of which new OKVED codes are indicated when the company registers new types of activities, on the second the codes corresponding to liquidation activities are written;
“M” is required to be filled out in any case, since it assumes information about who is submitting the application.

All sheets, except the 3rd page of Appendix “M”, can be filled out either manually or printed. The applicant's full name in the last application is filled in in words with a black pen.

Application and completion of form P13002

The need to fill out an application in form P13002 arises when registration, liquidation or changes relating to branches and divisions.

first page - for OGRN, TIN and company name;
Appendix “A” - the 1st page shows the current information about the branch, the 2nd page shows what is planned to change;
Appendix “B” is dedicated to the applicant, his passport details and contact information are entered, and the organization to which the branch belongs is indicated.

Unlike all other changes, registered on the basis of an application in form P13002, are not subject to state duty.

The process of making changes and obtaining supporting documents

The collected documents and completed application must be submitted to the territorial bodies of the Federal Tax Service. The method of submitting documents is not important: either the head of the organization or an authorized representative can submit an application. A personal application is not necessary; it is possible to send a package of documents by mail in the form of a registered letter or electronically.

Registration of changes occurs within five days. At the end of this period, if the tax inspectorate has no questions, the representative of the LLC can pick up his copy of the charter in the new edition, marked by the Federal Tax Service, and the list of changes in the Unified State Register of Legal Entities. The information contained in the Unified Register is automatically changed to that specified in the current charter.

Notifying third parties

When establishing interaction with other legal entities, it is always provided copy of constituent documents, in particular, the charter. Therefore, changes made to it, especially those reflected in the Unified State Register of Legal Entities, must be notified.

The Pension Fund, Social Insurance Fund and Mandatory Health Insurance Fund receive this information from the tax office immediately after registration. The company independently informs all other interested parties about the changes. This primarily concerns banks that provide settlement services.

How the charter is brought into compliance can be found in this video.

How to deposit via the Internet

Currently, the website of the Office of the Federal Tax Service, nalog.ru, provides the opportunity to make changes to the status electronically. You will need the same package of documents, only high-quality scanned ones.

An application for form P13001 can also be filled out remotely, but for form P13002 this option is not available. The main requirement for carrying out the procedure via the Internet is the presence of an official electronic signature.

Why registration may be denied and what to do if it is unreasonable

Sometimes companies are faced with a refusal to register changes to the charter. This may happen in the following cases:

any document is missing;
the application was filled out incorrectly;
errors were made in the new version of the charter;
incorrect information is provided;
signature of an unauthorized person;
blurry images, unclear printing;
there is no notarization;
an oversight on the part of a tax inspector.

Based on amendments to the legislation in 2019, regulatory and registration authorities have more rights in relation to LLCs. Companies are required to provide clarifying and clarifying information at the request of the Federal Tax Service.

If the company management removes the questions raised by the inspector, registration will continue, but if confirmation of the facts specified in the documents is not found, registration will be denied.

In the case of truly missing documents or errors due to the fault of the applicant, the refusal is considered justified. The organization is given 3 months to make corrections; during this period, you can submit a simplified package of documents consisting of a correctly completed application, missing documents, a new receipt for payment of the fee and an official letter admitting errors and requesting that the application be reconsidered.

When an error occurred due to employees of the tax office or claims from the Federal Tax Service are not confirmed by current laws, the organization has the right to appeal the refusal. It may be enough to appeal to higher authorities, then the refusal will be canceled within a working day. Otherwise, you will need to go to court.

To register changes made to the charter that relate to information contained in the Unified State Register of Legal Entities, the organization is given three days from the date of the decision on them. Otherwise, the company will be fined for failure to meet deadlines 5000 rub.

Changing the charter in order to bring it into compliance with the law does not have such a strict time frame. But it must be taken into account that provisions that contradict the laws are not valid by default, and making other changes will not be possible until the charter is re-registered.

Much of the information set out in the charter is entered into the Unified Register. For legal entities with whom the company works, the information provided by him is fundamentally consistent with the Unified State Register of Legal Entities extract. Failure to register changes in a timely manner leads to data discrepancies, which can cause mistrust among counterparties and the cessation of collaboration.

Charter of a non-profit and budgetary (municipal) organization

The procedure for amending the charter of a non-profit organization is similar to what happens in the case of commercial (state-owned) enterprises. Changes such as the name, head of the organization, and field of activity are important.

The difference is that the fact of entry or exit of participants is not subject to registration. Also in the list of documents there is another application form, RN0003. This application, the new charter, the decision and the receipt for payment of the state duty must be submitted to the tax office.

The charter of an LLC is intended to regulate the work of the organization in accordance with current legislation and taking into account the specifics of the company. This document gives a complete picture of the company for counterparties and government regulators. Therefore, in order to avoid disagreements, changes to the constituent document must be officially registered with the Federal Tax Service in the prescribed manner. The procedure is similar for budgetary (municipal) institutions.

Additional information about changes to the charter can be viewed in this video.

The charter is the fundamental document of the LLC. Any updates and additions must be registered with the tax authority. It is important to remember that if changes to the charter are not properly formalized, organizations are subject to penalties of up to ten thousand rubles.

When is it necessary to register amendments to the charter of an LLC?

The most common cases where the bylaws need to be changed are:

changing the name of the organization;
change in the amount of authorized capital;
change of director;
adding new activities;
amendments to the charter when required by law;
change of legal organization addresses and others.

Making changes to constituent documents: step-by-step instructions

Step 1: make a decision on the founder (if there is only one) or prepare minutes of the meeting. The document must reflect the planned change. In some cases, it needs to be certified by a notary. This rule applies in particular to changes in the composition of the company's members. If other changes are made to the charter, for example, the method of formalizing contractual relations, the decision does not need to be certified.

Step 2: develop a new version of the charter. This can be done by issuing an updated version of the entire charter or creating an additional annex to it. If the first method is chosen, then the charter must be signed by the head of the organization.

Step 3: fill out application P13001. It must be signed by the head of the company, whose signature is certified by a notary. In order for a notary to certify a signature, he needs to provide a package of documents about the organization:

TIN certificate;
an order issued on the beginning of the manager’s action;
the old version of the charter, which is still in force;
manager's passport.

Step 4: pay the state fee. Making changes to the charter in 2019 costs 800 rubles.

Step 5: provide the collected documentation to the Federal Tax Service. Despite the fact that the above list of documents is exhaustive by law, the tax authority may request additional papers. They are determined based on the nature of the changes being made.

Step 6: receive an updated sheet of the Unified State Register of Legal Entities and a new version of the charter with a tax mark within five days from the date of filing the application. As a rule, the tax office does not require additional confirmation, but starting from 2016, the Federal Tax Service received the right to conduct additional inspections, for example, inspection of premises (when changing legal address), etc.

Step 7: notify the bank and partners of changes to documents. The bank often needs to collect documents such as:

decision on adopted changes;
a new version of the charter, which is already in force;
updated extract from the Unified State Register of Legal Entities.

It is important that the completed changes are reflected in the electronic version of the Unified State Register of Legal Entities. To do this, you can go to the tax authority’s website and check whether a new edition of the extract from the register has been posted. When a document has not been updated for a long time, you should contact the tax authority where the documents were submitted for clarification. This must be done so that changes to legal documents in the future do not lead to confusion with old and new data.

In order not to make a mistake when drawing up a new charter, as well as to correctly fill out an application for amendments to the Unified State Register of Legal Entities, the correct decision would be to seek help from the lawyers of the YUST GROUP company. In this case, making changes to the Unified State Register of Legal Entities will not require much time from you. Professionals will carry out the entire procedure, from drawing up a new version of the charter to notifying partners.

The activities of any organization, regardless of its form of ownership, are characterized by various changes at different stages of existence. Limited liability companies are no exception. First of all, it is important to remember that if the constituent information is changed, this process must be reflected in the charter.

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The need to change the charter of an LLC arises due to the change or addition of information:

Company name;
legal address;
composition of founders;
size of participants' shares;
the amount of authorized capital;
codes of types of activities that provide for the use of special taxation regimes;
activities of branches;
management team.

Also, very often it is necessary to change the charter when new legislative decrees and regulations are issued regarding the regulation of the procedure for its execution. In other words, the document is brought to the form specified by the Federal Law.

Methods for amending the charter of an LLC

Changes to the charter of an LLC can be made in two ways:

create a new version of the entire constituent document;
develop an additional document containing information about the points being changed.

Both options have the same legal force. Most often, the first method is used, since using a single document is more convenient than constantly establishing correspondence between the information of two or more documents.

The procedure for amending the charter of an LLC

Amendments to the charter are carried out only based on the results of a decision of the general regular or extraordinary meeting of the company's participants and are subject to mandatory registration with the Federal Tax Service. With a single founder, the decision is made by him alone.

In the process of developing and amending the charter, any company must go through a certain procedure:

Prepare the necessary constituent and registration documents.
Provide documentation to the registration authorities.
Wait for registration and receive its documentary confirmation.

Preparation of documents

At the stage of preparing documents, an approved decision of the company's participants to amend its charter in the form of minutes of the general meeting is initially required. Unless otherwise specified in the constituent document, then for a positive decision at least 2/3 of all founders must cast their vote.

The data from the Unified State Register of Legal Entities is duplicated on the title page. If the name of the company is changed, the old name is indicated on this sheet.
Sheet A is used if the company name is changed.
Sheet B records address changes.
Sheet B is filled in when the amount of the authorized capital changes.
Sheets D, D, E, G, Z reflect information about the LLC participants depending on their importance: Russian and foreign companies, individuals, etc.
Sheet I reflects information about partial or full repayment of a share in the authorized capital.
Sheet K concerns changes in branches.
Sheet L is intended to indicate changes in OKVED codes.
Sheet M contains information about the applicant.

On the third page you must indicate the option to receive ready-made documents. The form is always stitched and approved by a notary.

It is important to remember that when submitting an application, blank sheets are excluded from it. Only sheets containing information are subject to serial numbering.

Submission of documents

Changes to the charter of an LLC are subject to mandatory state registration. Therefore, the company representative must provide the tax office or MFC with a package of documents consisting of:

decisions of the sole founder or minutes of the general meeting of participants;
two new copies of the charter or amendments to it;
application form P13001 registered with a notary;
paid receipt.

In more specific cases, the registrar may require additional documents:

when renting a new premises, a copy of the lease agreement, and the landlord’s written consent to the state registration of his premises as the legal address of the tenant;
when moving to your own premises, a copy of the purchase agreement and certificate of ownership, also certified by the manager.

The law does not provide time limits for submitting an application P13001. But, it is recommended to apply for registration of changes in the charter of the LLC after three days from the date of the decision of its participants.

The time frame is defined only for situations when the amount of the authorized capital changes:

when it increases – one calendar month;
when it decreases – three working days.

The application and accompanying documents can be submitted to the registration authority in several ways:

the manager or authorized representative personally;
by certified registered mail;
in electronic format through special services on the Internet.

Registration of changes in the LLC charter and receipt of documents

Registration of changes is carried out within five working days. The countdown starts from the day the application P13001 is submitted. After this, on the next working day, the LLC representative will be given the following:

Unified State Register of Legal Entities sheet;
one copy of the amended charter or amendment to it, marked with a registration stamp.

How much is it

Registration of changes in the charter is paid in the form of a state fee according to a unified receipt form. The payment document indicates the direct applicant as the payer. Today, the law determines a single amount of state duty of 800 rubles.

You can pay the invoice:

by visiting the bank in person;
via the Internet using the online service of the Federal Tax Service.

The paid receipt is attached to the application with a simple paper clip or stapler. Moreover, if there is no attached payment document, the inspector does not have the right to refuse to accept the documents.

Notification of banks and counterparties

Changes in the registration data of an LLC, reflected in the constituent documents and recorded by the tax authority, concern not only the company itself, but also the persons with whom it cooperates. Therefore, you need to notify about the change of data:

Banks with which the company has a service agreement. Most often, banking institutions are not limited to just a letter and ask to provide:
- Unified State Register of Legal Entities sheet;
- a notarized amended copy of the charter.
Counterparties. Typically, the notification procedure is specified in civil contracts, but it is best to agree on the timing in advance. It may happen that funds received from counterparties will be blocked due to incorrect details.
Government bodies. Today, extra-budgetary funds and statistics receive information about changes from tax authorities electronically.

It is necessary to inform counterparties by sending them an official letter on the company’s letterhead. In certain cases, lawyers recommend signing additional agreements to contracts.

It turns out that any LLC has the right to make changes to its charter, especially if this concerns changing the company name, address, founders and the amount of authorized capital. Changes are considered finally made after passing all preparatory and registration stages:

Decision-making by society participants.
Creating a new copy of a document or an addition to it.
Filling out the application form P13001.
Applying to the registration authority with an application.
Registration and making entries in the Unified State Register of Legal Entities.

And in the case when the personal data involved in concluding contracts with suppliers and customers changes, then the stage of their notification.

Amendments to the LLC Charter begin with a general meeting of founders. In addition, it is mandatory to notify the relevant government authorities of upcoming changes for subsequent registration.

A new one with new changes is compiled in several copies. The registration of the change must be reviewed and signed by the general director of the LLC. Then, they must be sent immediately to the tax service. After a few days, the tax office should send back one copy, which should be stamped.

Before submitting documents to the Federal Tax Service, you first need to draw up an application form 13001. In this situation, the applicant who made any changes regarding the charter of the LLC is the general director of the LLC.

Contents of the service	Cost, rub)	Period of execution
Bringing the charter into compliance with amendments to the Law on LLCs that entered into force on June 1, 2009	4 000	from 10 days
Change of participants, redistribution of shares in LLC	10 000	from 10 days
Increasing the authorized capital of LLC	6 000	from 10 days
Reducing the authorized capital of an LLC	10 800	from 30 days
Correcting an error in the Unified State Register of Legal Entities	4 500	from 10 days
Changing the name of the charter in an LLC	6 000	from 10 days
Change of legal address of LLC	6 000	from 10 days
Change of types of LLC activities	3 000	from 10 days

Procedure and features of changes in LLC

All information about amendments to the charter of a legal entity is reflected in the Unified State Register. This is the information available in the charter, as well as other data, for example, those specified in the application for state registration. The list of required data is specified in the second appendix of the rules for maintaining the Unified State Register. The Law on State Registration of Legal Entities determines all changes and the corresponding procedure.

The charter must contain mandatory data on registration of changes, a list of which is available in the laws on legal entities. If the information changes, then changes must be made to the LLC charter and registration must be carried out.

It is necessary to carry out the change procedure if the changes affected the address of the LLC or its name. The charter contains information about the competence and composition of the LLC. If such data changes, then this must be included in the constituent document, as well as information about the new authorized capital.

Any changes need to be made to the charter regarding changing the director of the organization. Selling a part to another person also does not require changes.

The process requires a significant investment of time and money. To reduce these costs, you do not need to saturate your charter with optional information. Naturally, if this data changes, changes will have to be made.

Based on the results of changes in the general meeting of the LLC, changes may be made to the charter of the LLC. If there is only one participant, then he makes all decisions regarding changes independently.

During the LLC registration process, there are cases when it is possible to foresee that changes will soon occur. To avoid the need to go to the tax office or a notary, the charter of the LLC is drawn up in such a way as not to change it. For example, you can include in the charter activities that are not currently being performed, but may begin to be performed soon.

Changes to the LLC charter

As you know, this change is a decision made by LLC participants at a meeting. To convene and prepare such an event will require additional time and financial costs. This is another problem when making any changes, for which it is necessary to avoid “optional” statutory changes.

All legal entities are subject to inclusion in the unified state register. Therefore, all changes about this legal entity must be reflected in the Unified Register of Legal Entities. There are certain methods for this recording; you only need to know that entering other information has a basic practical and legal role. In this case, the contract will be legal and ready for execution. There is a second option - go to court and write an application to declare the lease agreement invalid on the basis of a meeting of LLC participants and the appointment of a new director. A lease agreement is also invalidated if the director does not have the authority to enter into an agreement.

In LLC, changes come into force from the moment of registration, if we are talking about third parties. When registering changes provided for by law, the changes come into force from the time of notification of the registration authority.

After the decision of the meeting of the organization, the newly appointed director can enter into all agreements. According to the law, the organization has 3 days to inform the Unified State Register of Legal Entities about the re-election of a director, as well as information about him. However, if there is no talk of changes, then responsible persons often forget to send such a notification to the registry.

However, the new general director understands that he is listed as a current director in the register, and therefore has the right to make such transactions.

Let's say the director has entered into an agreement with a third party to lease real estate that belongs to the LLC. Moreover, this could have been done on unfavorable terms for society. Based on the agreement, the tenant demanded the provision of the required premises.

The defendant-tenant will necessarily provide the court with an extract from the Unified Register stating that at the time of the transaction the old director had his powers, which means that the agreement on the part of the organization was signed by a person who did not have the right to do this.

Which side will the court be on? The court will support the tenant. This is understandable, because when concluding the lease agreement, the tenant had an extract from the register stating that the previous director had the necessary powers.

For its part, the LLC, violating the law, did not report 3 days in advance that the general director had been re-elected. Therefore, in this case, it is the organization that must bear responsibility. Naturally, the organization will not win, but will suffer losses.

To register documents for a legal entity in Moscow, you need to contact the tax office and pay a fee. To do this, take with you an accepted form and a receipt indicating that you have paid the fee.

There are some changes to the LLC Charter, which are already stated in the application. Such as:

change of LLC name;

change of LLC registration address;

increase or decrease in capital established in the LLC;

LLC registration.

The LLC charter is subject to change for several more reasons:

change in the composition of LLC founders;

changing the passport details of the founders;

change in the type of activity of the LLC;

other.

The completed Form 13001 application must be notarized. To do this, the notary must provide the following documents:

certificate of legal registration of the LLC;

certificate of registration with the relevant authorities;

if the general director of the LLC has changed, then the protocol on the new general director of the enterprise;

an order stating the assumption of the position of general director;

extract from the Unified State Register of Legal Entities;

Company Charter;

completed application form 13001.

One of the important stages of amendments to the company's Charter is the registration of a new element in the Charter with the tax service.

Required package of documents to be submitted to the tax service:

Form 13001 statement, which is prepared by the general manager;

protocol on amendments to the company's Charter;

new Charter of the company in several copies;

government payment receipt duties.

All changes will be made within five working days. They will be dealt with by an employee of the Federal Tax Service. The package of documents can be sent by registered mail or brought in person to the tax office. The response letter will be sent to the address of the LLC where it is registered. The tax officer must provide a receipt indicating that he accepted the package of documents.

List of documents that must be received from the tax service:

amended Articles of Association of the company;

certificate of all changes in the company;

extract from the Unified State Register of Legal Entities.

New changes to the LLC come into force from the very moment a notification is received from government agencies. They register the new LLC Charter at the state level.

Registration of changes to the constituent documents of a legal entity is necessary to record changes in data that are important for the counterparties of the legal entity and government authorities in the Unified State Register of Legal Entities. How to apply for registration and what documents need to be submitted is described in this article.

How is registration carried out and what changes can be made to the constituent documents

The procedure for registering changes in constituent documents is defined in Chapter. 6 of the Law “On State Registration of Legal Entities...” dated 08.08.2001 No. 129-FZ (hereinafter referred to as Law No. 129-FZ). The process boils down to:

to collect the package of documents provided for in Art. 17 of Law No. 129-FZ, and those that confirm the identity and powers of the applicant;
their submission to the Federal Tax Service;
to receive a copy of the amended constituent documents with a registration mark in the form of an electronic document. If desired, you can obtain a document on paper confirming the contents of electronic documents.

How to document changes to the organization’s charter is described in the article Procedure for amending the LLC charter 2018 (sample).

The deadline for registering changes is determined in Art. 8 of Law No. 129-FZ. It is 5 working days from the date of submission of the complete package of documents.

In practice, we can talk about, for example:

about changing the name of the organization;
change of legal address;
entering additional OKVED codes, if the charter does not contain a line on the admissibility of conducting other activities not prohibited by law;
change in the authorized capital.

IMPORTANT! If the change concerns the legal address of the organization, then documents must be submitted to the Federal Tax Service branch at the place of registration, which, in accordance with the requirements of Part 4 of Art. 18 of Law No. 129-FZ will forward the registration file.

What documents are required for registration, where and how to submit them

A list of required papers for registering changes in the constituent documents of a legal entity can be generated on the basis of Art. 17 of Law No. 129-FZ. It includes:

Application for state registration of such changes. It is a completed form of form P13001, approved by Appendix 4 to the order of the Federal Tax Service of Russia dated January 25, 2012 No. ММВ-7-6/25@. The application is filled out with a ballpoint pen or using technology.
A document that serves as the basis for making changes to the constituent documents. This could be a decision to make changes, minutes of the general meeting of shareholders, etc.
Receipt for payment of state duty. Based on clause 3, part 1, art. 333.33 Tax Code of the Russian Federation, the amount of duty is 800 rubles.
1 copy of the text of the amendments made or a new edition of the constituent document.

Applicants can be:

sole founder;
the head of the permanent executive body of the organization, for example a director;
other persons who, in accordance with the charter of the legal entity, can act on its behalf without a power of attorney.

You can submit documents:

directly to the territorial tax authority;
through a multifunctional center;
by mail;
through the form on the Federal Tax Service website;
with the help of a notary.

This can be done personally or through a representative. If documents are submitted and received by a representative, a notarized power of attorney is required for such actions (Articles 9 and 17 of Law No. 129-FZ).

IMPORTANT! The signature on the application for registration of changes of the person who submits documents through a representative in paper form is certified by a notary (clause 2 of article 18 and clause 1.2 of article 9 of law No. 129-FZ).

How to fill out form P13001 correctly

You can fill out the form with a ballpoint pen or using a computer. The form consists of sheets from A to M, all except the last one correspond to a certain type of change. There is no need to fill out all the sheets. It is enough to fill out the title page, sheet M and those that contain information about the changes being made:

A - changes in the name of the enterprise;
B - at the legal address;
B - authorized capital;
G-I - composition of participants;
K - structural divisions;
L - types of activities.

Sheet M contains information about the applicant.

When filling out the form, you must follow these rules:

each cell corresponds to one symbol;
when filling out on a computer, use the Courier New 18 font;
hyphens are not added, if the word does not fit completely, it is written further on a new line;
the date is written in the format day/month/year;
each word is entered from right to left from the first cell;
when changing the name of the organization, the current one is indicated on the first page, and the new one is indicated on sheet A, the new amount of the authorized capital is indicated on sheet B, and the new address is indicated on sheet B.

Submitting documents for registration electronically

In accordance with paragraph “c” of Art. 17 of Law No. 129-FZ, it is possible to send a package of materials to the tax authorities in the form of electronic documentation, but this will require:

qualified electronic signature verification key certificate;
electronic signature key.

This method of submission involves collecting a package of documents and sending them by email. The document submission process can be divided into several stages:

Scanning documentation to prepare a package of documents for submission.
Compiling a file with a description of the attachment.
Archiving files with scanned documents into a zip archive.
Sending documentation. To do this, just select the appropriate section on the Federal Tax Service website or on the government services portal, download the archive and send it.

Requirements for scanned documents in TIF format:

image in BW format;
resolution - 300 × 300 dpi;
black and white color depth - 1 bit (black and white).

After completing these steps, a letter with an identification code will be sent to the sender’s email address. The received data must be saved; with their help, you can track the status of application processing in real time.

If the package of documents meets the requirements for it, then within the next business day the applicant will receive a letter with a receipt of receipt of the shipment.

Electronic samples of approved documents will also be sent to the sender’s email.

Submitting documents for registration through a notary

Paragraph 3 p. 1 art. 9 of Law No. 129-FZ makes it possible to register changes to constituent documents through a notary. The latter usually uses a government services portal and its own electronic signature.

In this case, you will have to pay for notary services:

by witnessing the signature on the application;
submission of documents for state registration.

Notary fee:

for witnessing a signature corresponds to the state duty established by subsection. 21 clause 1 art. 333.24 of the Tax Code of the Russian Federation (paragraph 2 of article 22 of the Fundamentals of the legislation of the Russian Federation on notaries, hereinafter referred to as the Fundamentals);
for submitting documents for registration there is a subclause. 12.8 clause 1 art. 22.1 Basics

In this case, it is also necessary to obtain paper documents confirming the contents of electronic documents from a notary.

Deadlines for contacting tax authorities to register changes

The question of the deadline for submitting documentation for registration of changes made to the constituent documents required additional clarification from the Ministry of Taxes and Duties of the Russian Federation. It gave such explanations in a letter dated August 14, 2003 No. 09-1-02/4040-AV409.

The reason for the difficulties was that Law No. 129-FZ, when regulating the registration of changes, does not define the time frame within which the relevant information must be submitted. The fact is that Part 5 of Art. 5 of Law No. 129-FZ establishes a 3-day period for submitting the information listed in Part 1 of this article, but it is added that if the reason was changes in the constituent documents, then regulation is carried out in accordance with Chapter. 6 of Law No. 129-FZ. This chapter itself does not contain any indication of deadlines.

Thus, the Ministry of Taxes and Duties explained that the 3-day period specified in Art. 5 of Law No. 129-FZ does not apply to changes in constituent documents.

Exceptions apply to certain information:

3 days are allotted for submitting documents for registration of information about a change of address (Clause 6, Article 17 of Law No. 129-FZ). Read more about the procedure for changing the address in the article Step-by-step instructions for changing the legal address of an LLC 2017-2018.
3 days from the date of the decision are given to submit information about reducing the authorized capital of the LLC (Clause 3, Article 20 of the Law “On LLC” dated 02/08/1998 No. 14-FZ).

Thus, the procedure for registering changes in the constituent documents of a legal entity is defined in Chapter. 6 of Law No. 129-FZ. Deadlines for filing amendment documents are established only for a number of special cases. You can read about the composition of information in the Unified State Register of Legal Entities in the article