How to amend the charter: step by step instructions

2024 Author: Howard Calhoun | [email protected]. Last modified: 2023-12-17 10:16

Many companies sooner or later face the need to amend their charter. A variety of parameters can change - name, location, CEO, amount of capital. All such changes must be registered and transferred to the tax authority. Officially, the procedure is called state re-registration.

General information

Changes registered in the Unified Register of Taxpayers are of two categories: due to changes in the constituent documentation, and also provoked by all other reasons. To amend the charter of the company, you need to have one of the following reasons:

• name change;
• change of official address;
• change in the size of the authorized capital;
• change in the nature of activity, because of which it is necessary to change OKVED;
• formation of representative offices, branches, changes in the features of their functioning;
• creating reserve funds or making changes to the previously chosen order of profit sharing;
• change in the time frame of the powers of the chief executive;
• changing the management structurefirms.

Maybe not necessary?

So, in order to make changes to the charter of the organization, it is necessary to correct the data transmitted to the state register of enterprises and other persons paying taxes. But some changes in the company's activities are considered quite insignificant, so they need to be reported to the tax authorities, but there is no need to make changes to the charter. These are the following situations:

• change of the director or data in the current passport;
• changing the holder of the shareholding list;
• change of information in the founder's passport;
• change of the composition of the founders or shares of capital at their disposal;
• start of the procedure for changing the authorized capital.

What to do?

To make changes to the charter of an institution, it is necessary to submit documents to the Unified State Register of Legal Entities. The list of documentation sent to the tax authorities is established at the state level. If filled out by mistake, the document may be returned, then you will have to prepare the package again (and pay the due fee again).

In order for a company to go through the procedure for changing data in the charter, its representative must present:

• application in the prescribed form (13001);
• approved decision on the procedure for introducing new information into the charter;
• update text;
• document confirming that the state duty has already been paid.

Bureaucratic subtleties

It will not be superfluous to have a sample in front of you when filling out the application. Changes made tocharter, are considered by the state authority only if the application is filled out correctly. An up-to-date sample can be found at any branch of the tax service or on its website. Try to use only this reliable, trusted source. If the entrepreneur doubts that he can fill out the application correctly, he can turn to an intermediary for help. Typically, such firms take adequate amounts as a reward, but the company is insured against temporary delays associated with possible errors in the documentation.

The application form is set by the government of the country. At the end of the completed document, the signature of the General Director must be put in his own hand. To protect against forgeries, the public service will require the signature to be certified by a notary.

Special occasion

Sometimes the question of how to amend the charter of an LLC has more complex answers. This applies to a situation where updating information is associated with making adjustments to the register. For example, if the number of participants or the size of the capital of the organization changes, the address or other similar important information. In this case, the head of the company must not only write an application, but additionally attach a document to it, which indicates all the legal consequences of updating the data.

It's official

In order to make changes to the charter in accordance with all the rules, it is necessary, during registration, to provide a civil servant, among other things, with a specially designed decision. In himspecify what changes are being made. As a rule, the document is drawn up as the minutes of the meeting, in which all shareholders took part.

An alternative option is a written approved and signed decision of the founder or several (depending on how many of them the legal entity has). Decisions of the management body of the company have the same effect. It is important not only to know how to amend the charter, but to do it legally - that is, provide the paper to the state registrar, leaving a certified copy with you, since the original will be kept in the file.

Changes: sharp and clear

In order to amend the charter, avoiding discrepancies and disagreements, the list of documentation is supplemented with a special paper, which lists all the innovations that will be present in the new edition. One of two options is allowed: a completely new edition or small excerpts.

In the first case, the old charter is invalidated, a new one is approved. From now on and in the future, all activities of the company will be subject exclusively to the new document. The second option suggests that you only need to make changes to the charter, leaving the document itself old. That is, the text proposed to the state instance will either replace parts of the previous charter, or simply supplement it. From the point of view of jurisprudence, the new blocks will become an integral part of the founding documentation.

This is important

The main task of the registration authority of the state instance istake into account the fact of making changes, document it, add updated information to your databases. No one checks the content of the changes. However, if some error or violation of the law was in the text of the updates, but went unnoticed, this does not mean that this will always be the case. From time to time, all statutory documents are rechecked, which becomes the reason for applying sanctions to guilty legal entities established by the laws of the country.

Features of design and timing

The current rules regulate: if there are more than one sheets in a certain document sent to the state authority, the document must be stitched without fail with numbering of sheets. The applicant signs, thereby confirming the number of sheets handed over to the registrar. Also, a notary public can act as a notary. Signatures are put on the last stitched sheet.

However, paperwork according to the rules is not the only condition. It is also important to meet deadlines. In practice, many companies neglect this, which leads to fines. It follows from the current legislation that there is only a three-day period for the transfer of information about updates to the company's charter. If the time limits are violated, then the company can get a warning - this is the best option. But the punishment for an administrative offense is often much stricter - a fine is issued. Its value is determined by the minimum wage level adopted in the region - the minimum wage. The company can be fined up to 50 minimum wages.

Breaking the law: consequences

If the actions of the enterprise will be seen as an administrative offense associated with a failure to meet deadlines, this is not the biggest trouble possible. But if the laws were violated more thoroughly, then the company can be liquidated forcibly. There is a possibility of mandatory liquidation if the state registrar goes to court. The reasons are different:

• gross crime (determined individually);
• numerous violations of the law.

In some cases, even criminal proceedings are opened. This happens if it is established that entrepreneurs deliberately submitted false information to the state authority, being aware of what they are doing. Often, immediately after the re-registration process is completed, it is clear that laws have been violated.

Making Change: Difficulties Lie Away

Of course, an entrepreneur who wants to amend the charter wants to immediately draw up all the documents correctly so that the package is not returned for revision. In the best case, the state registrar will give a certificate of entering new information into the system, but not every enterprise copes with the task the first time.

If a refusal was received, then you will have to re-prepare the entire package of documentation and pay the fee due by law again, keeping the document confirming this fact. If registration is denied,refund provided. The third unpleasant aspect of the secondary filing is the need to stand in line. In recent years, this has become less of a problem than before, but you still have to lose time waiting for an appointment. To avoid wasting time and money, you need to try to get everything right the first time, right, exactly, without losing sight of a single paper.