Statutory document of the organization

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

The topic of our today's conversation is constituent documentation. According to dictionaries, this is a package of papers representing the basis (legal) of the activities 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 bodies and registration of LLCs), it is worth paying at least a little attention to it. So, within the framework of this article, we will try to reveal the essence of such a concept as a statutory document, discuss why these papers are so important, consider the procedure and features of their design.

A bit of terminology

The statutory document is an official paper on the basis of which a legal entity will operate (it can be a charter or 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 business management (naturally, everything is in accordance with the law).

Composition of the statutory documentation

In general, the statutory documents of an organization are business papers, on the basis of which, as already mentioned, any legal entity works. But their composition depends onwhat legal form the company will have. We list the main package:

• charter;
• memorandum of association;
• director appointment order;
• order on the appointment of the chief accountant;
• meeting minutes;
• extract from the state register;
• statistic code;
• TIN of the legal entity-taxpayer;
• rental agreement;
• registration number.

According to Art. 52 of the Civil Code (dated May 5, 2014), legal entities (with the exception of business partnerships) carry out their activities on the basis of the charter, which is approved by the meeting of founders. A business partnership operates on the basis of a constituent agreement, which is concluded by its participants.

Storage Features

All the papers mentioned in the list are contained in a folder that is placed in the manager's safe, so it is he who takes full responsibility for the safety of the package. Access to it by unauthorized persons must be limited, since the papers contain the main information about the activities of the enterprise.

Important! Copies of documents certified by a notary are submitted to state bodies. After presenting the package, each statutory document (original) is returned to its place in the folder.

Why is it so important to take all these precautions? The fact is that without the mentioned papers, not a single bank will open an account, the company will not be able to obtain a certificate or license. Although, in fairness, it should be noted that any lost copy from the workflowrecoverable, it just takes a long time. And time, as you know, is money.

Let's move on to the next important issue that needs to be considered within the framework of our topic.

Authorized capital: documents required for company registration

Authorized capital is the amount of money registered in the founding documents of an enterprise that has passed state registration. It determines the minimum amount of property of the company, which is the guarantor of the interests of creditors.

To register the authorized capital, you need to collect the following documents:

1. Charter of the enterprise itself.
2. Memorandum or decision to create.
3. Certificate of state registration issued by the Ministry of Taxes and Duties.
4. Certificate of registration with the Ministry of Taxes and Duties.
5. Certificate from the State Statistics Committee on the assignment of the code.
6. Document from the bank on opening a personal account.
7. Balance sheet for the last reporting period or a bank certificate on the formation of a charter of 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. Bank document on receipt of funds as a contribution to the authorized capital.
11. Document signed by the first persons on the state of the authorized capital.
12. Notarized power of attorney for the performer.
13. Appraisal actsequipment.
14. List of equipment contributed to the authorized capital.

Share capital amount

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

1. For limited liability companies - 10,000 rubles.
2. For non-public joint-stock companies - 100 minimum wages.
3. For public joint-stock companies - 1000 minimum wages.
4. For government organizations - 5,000 minimum wages.
5. For a bank - 300 million rubles.

Formation of authorized capital: documents

Authorized capital is cash, material assets and securities. A limited liability company must pay a share in the authorized capital no later than four months from the date of registration. A joint-stock company may be registered without paying the fund. But 50% must be paid within three months from the date of registration. And within a year, you need to fully repay the debt.

The formation of the authorized capital is, first of all, correctly executed papers. If property is contributed to the statutory fund, then it is obligatory to have an appraisal act of an independent specialist on its value. The founders themselves cannot change the type of transferred property, its price or the form of transfer without changes in the constituent document. Upon withdrawal from the company, the founder will be reimbursed for his share in the authorized capital, and no later than six months after the closing of the financial year. The right to exit should also be fixed in the charter. Documents onthe authorized capital is stored along with the charter and is the basis of the organization's activities.

Change in authorized capital

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

1. Application signed by the CEO and notarized (Form P13001).
2. The new version of the charter - the original in the amount of 2 units
3. OSU Protocol/Sole LLC Member Decision.
4. Balance of accounting for the past year (copy filed and certified by the director).
5. Receipt of payment of 800 dews. rub. (state duty).

In general, a change in the authorized capital is possible only after its payment. The contribution may be property. If the deposit is paid in this way, then its nominal price is more than two hundred minimum wages. It must pass a monetary assessment by an independent specialist. The decision to increase the authorized capital must be registered, and timely and high-quality primary accounting documents play an important role here.

Changes to statutory documentation

Registering changes is very common. The activities of any organization are associated with ongoing changes within it. During the initial registration of a legal entity, it is difficult to foresee all the features of future activities and forms of its organization. Therefore, in the process of work, it becomes necessary to make adjustments.

Russian law states that any legal entity that changes its head or legal address, or decides to increase the authorized capital, is obliged to report this to the registration authority within three days.

There are two possible types of changes to the statutory documents:

1. Change of address, activities, name, size of the authorized capital. Such adjustments require their unequivocal introduction into the statutory document flow.
2. Changes in which there is no need to change the statutory documents. Most often this happens when there is a change of director. But you should always register them.

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

Change of the director of the organization

Let's consider the most frequent changes made to the statutory documents. A change of director or a change in his passport data is subject to registration with the tax authority. This is done within three days from the date of the decision. In this case, it is not necessary to register changes in the statutory documents. If the legal address, authorized capital, founders, name or types of activity change, then it is imperative to display this in the document flow.

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

Let's look at what needs to be prepared when changingdirector. The package of documents will look like this:

1. Document of state registration of a legal entity.
2. Reference on entering information about the organization in the Unified State Register of Legal Entities.
3. Paper of tax registration.
4. Company Charter (latest version).
5. Memorandum of Association (last copy).
6. Photocopies of documents on the changes made.
7. Passports of directors (new and old).

According to paragraph 1 of Article 19 of the Federal Law of 08.08.2001, a legal entity is obliged to submit to the registration authority at its location a notice of changes in the constituent documents. This notice is in the approved form. It informs about the changes concerning the legal entity. These adjustments must be made to the state register in accordance with the procedure established by the legislation of the Russian Federation.