Amendments to the Unified State Register of Legal Entities: procedure in 2021

What amendment applications can be sent via Extern

Through Extern you can send to the Federal Tax Service for free:

• application for amendments to the Unified State Register of Individual Entrepreneurs in form P24001;
• application for amendments to the Unified State Register of Legal Entities in form P14001;
• application for amendments to the constituent documents of the legal entity in form P13001.

Important! You cannot send form P14001 via Extern to change the manager. After all, the form must be signed by the new manager, who cannot obtain an electronic signature for himself while there is no data about him in the Unified State Register of Legal Entities. In this case, submit a paper application to the tax office.

There is no need to pay a state fee when submitting documents through Extern.

The application must be signed electronically by the head of the legal entity or individual entrepreneur.

Response documents from the Federal Tax Service will be sent to Extern, so you don’t have to go to the tax office to get them.

The procedure for making adjustments to the Unified State Register of Legal Entities

Step 1: Making a decision

Call a meeting of the founders and make a formal decision to make changes. In cases where there is only one founder, he decides everything individually. The decision made must be entered into the minutes.

Step 2. Preparing documents

Depending on whether the adopted changes concern the Charter or not, the package of documents for submission to the Federal Tax Service differs. If adjustments are made, including to the Charter, you will need to prepare the following papers:

• Application in form P13001, completed and notarized. The document must indicate the details of the applicant, OGRN and TIN of the legal entity, legal address of the organization, bank details of the management company or director. You also need to make a note that the changes are being made in accordance with legal requirements.
• Minutes of the meeting of founders or the decision of the sole participant. Copies of these documents will also be required.
• 2 copies of the Charter as amended.
• Receipt for payment of state duty. In 2021 it is 800 rubles.
• A power of attorney to submit documents by a representative if the director cannot do this for some reason. The document must be certified by a notary and contain a list of powers of the representative.

If the information entered into the Unified State Register of Legal Entities does not relate to the organization’s Charter, you will need to assemble a package of the following papers:

• Application in form P14001, completed and certified by a notary. You can fill out the application by hand or on the computer. For this purpose, the Federal Tax Service has developed a special program. The director signs the application in the presence of a notary.
• Copies of documents serving as the basis for making adjustments to the Unified State Register of Legal Entities. This may be minutes of the founders’ meeting, a purchase and sale agreement, donations and other papers.
• Power of attorney for the representative submitting documents to the Federal Tax Service. It must be notarized.

The director of the organization signs all documents. If they are submitted electronically, they will have to be signed with an enhanced qualified electronic signature. When visiting a notary, the applicant must have a passport with him to establish his identity.

The minutes of the meeting of founders need not be certified by a notary if: the Charter previously adopted another method of certifying the minutes or another method of certifying the minutes was approved in it based on the results of a unanimous vote at the last meeting.

Step 3. Submission of documents

You can send documents to the Federal Tax Service in different ways:

• Personally. But here it is worth considering that in large cities you need to contact the territorial office in which the legal entity was registered, and a special unit.
• Through MFC. Not all multifunctional centers provide such a service. Therefore, you must first choose a suitable location.
• By mail. You need to collect the shipment with an inventory of the contents and declared value.
• Electronic. Through the Federal Tax Service or the government services website. Documents are signed electronically.
• With the help of a notary. Only if the director of the company addresses him personally. Submission of documents is a separate paid service.

Step 4. Obtaining an extract from the Unified State Register of Legal Entities

It takes specialists from the Federal Tax Service up to 5 working days to review documents. Usually, when everything is filled out correctly and all formalities are completed, the director of the organization or his representative receives an extract from the Unified State Register of Legal Entities. This document lists all changes that have entered into force.

You will also have to pay for the extract. The cost of a paper document is 200 rubles. You can also get an extract free of charge using the Federal Tax Service.

If the papers contain factual errors, typos and other inaccuracies, the Federal Tax Service may refuse to register adjustments in the Unified State Register of Legal Entities. Then you will have to fill out and certify the application again, correct the indicated errors and submit the documents.

REGISTRATION OF CHANGES THAT ARE MADE TO THE CONSTITUENT DOCUMENTS (AMENDMENTS TO THE CHARTER):

REGISTRATION OF CHANGES THAT ARE NOT MADE INTO THE CONSTITUENT DOCUMENTS (CHANGES IN THE USRLE):

State duty

800 rubles must be paid for such registration in accordance with part two of the Tax Code . state duty and provide a receipt for payment along with the rest of the documents.

The most convenient way to issue and print a receipt is on the website of the Federal Tax Service nalog.ru in the “Payment of state duty” section; in this case, you do not have to look for up-to-date details.

The completed receipt is signed by the applicant.

You can pay the receipt for the state duty at any bank; payment by bank transfer from the company account is also allowed.

If changes to the Unified State Register of Legal Entities are registered without amendments to the Charter and form P14001 is used, then in this case there is no need to pay state duty .

According to Art. 8 of Law No. 129-FZ, state registration is carried out within no more than five working days from the date of submission of documents. However, the registration authority does not always comply with this legal requirement. Let's look at some examples of their judicial practice

This period is also enshrined in the Unified Standard of Service for Taxpayers, which was approved by Order of the Federal Tax Service of the Russian Federation dated August 14, 2008 No. MM-3-4/ [email protected]

As stated in the Letter of the Federal Tax Service of the Russian Federation dated April 21, 2006 No. ШТ-6-09/ [email protected] “On the inadmissibility of reducing deadlines”, the practice of carrying out registration actions shows that careful consideration and entry into the register of the corresponding entry does not allow registering (tax authorities) ) authorities to carry out state registration earlier than the deadlines established by law.

Let us remind you that according to Art. 11 of Law No. 129-FZ, the moment of state registration is recognized as the entry by the registering authority into the state register. The decision on state registration made by the registering authority is the basis for making a corresponding entry in the relevant state register.

By decision of May 14, 2008 No. 2008 No. 5978/08 in case No. A08-2085/07-6, the Supreme Arbitration Court of the Russian Federation refused to transfer the case for review by way of supervision. Let's talk briefly about this matter. The OJSC appealed to the Arbitration Court with an application to recognize as illegal the inaction of the Inspectorate, which was expressed in the failure to make a decision within the time limits established by law on the application to amend the charter of the OJSC and to eliminate violations committed by the tax authority by taking actions aimed at state registration of these changes. By the decision of the Arbitration Court, the Company's claims were satisfied. By the decision of the Nineteenth Arbitration Court of Appeal, the decision was left unchanged. Due to the long-term failure of the tax authority to comply with the judicial act, the OJSC appealed to the Arbitration Court with an application to impose a judicial fine on the inspectorate. The arbitration court satisfied the Company's application and imposed a fine of 2,000 rubles on the inspection. However, the Inspectorate filed a cassation appeal. The applicant of the cassation appeal indicated that the Inspectorate made a decision on state registration of changes in information about a legal entity contained in the Unified State Register of Legal Entities related to amendments to the constituent documents.

In the Resolution of June 10, 2008 No. A19-16335/07-27-F02-2084/08 in case No. A19-16335/07-27, the Federal Antimonopoly Service of the East Siberian District decided that the application for declaring illegal the refusal to enter information into the Unified State Register of Legal Entities , not related to amendments to the constituent documents, and the obligation to eliminate the violations committed were satisfied legally, since the applicant submitted to the registration authority all the necessary documents required by law.

Resolution of the Federal Antimonopoly Service of the West Siberian District dated August 30, 2007 No. F04-5833/2007(37547-A67-37) in case No. A67-1367/2007 actions of the tax authority that did not register changes in the plaintiff’s constituent documents and did not refuse their state registration was declared illegal.

In the Resolution of June 30, 2006 No. KG-A40/5634-06 in case No. A40-21195/05-92-201, the FAS Moscow District also agreed with the opinion of the court of first instance, which granted the application to recognize as illegal the inaction of the tax authority, expressed in violation of the procedure and deadlines for state registration of information about a legal entity.

In the Resolution dated December 6, 2005, November 29, 2005 No. KG-A40/11873-05, the FAS of the Moscow District explained that the registering authority, no later than one business day from the date of state registration, issues (sends) to the applicant a document confirming the fact of making an entry to the relevant state register.

Another example: Resolution of the Federal Antimonopoly Service of the Moscow District dated April 8, 2005, April 15, 2005 No. KG-A40/2536-05. The FAS agreed with the opinion of the lower court, which granted the application to recognize as illegal the inaction of the tax authority, expressed in its failure to carry out state registration of the reorganization of a legal entity, because The applicant submitted to the tax authority all the documents necessary for registration and, when submitting them, they did not violate the requirements of the legislation of the Russian Federation.

As an example of a judicial act by which the court refused to recognize the actions of the registration authority as illegal, one can cite the Resolution of the Federal Antimonopoly Service of the North-Western District dated December 9, 2009 in case No. A05-5891/2009. In this case, the court refused to recognize the LLC as illegal the inaction of the Federal Tax Service, which was expressed in the failure to carry out state registration of changes made to the constituent documents of the company in connection with the change of its location. The reasoning is as follows: the LLC did not provide evidence that this inaction violated its rights and legitimate interests in the field of entrepreneurial activity. In addition, at the time of consideration of the case, the inspectorate made a decision to register these changes.

In the Resolution of November 22, 2007 No. F08-7644/07 in case No. A22/749-07/5-93, the court agreed with the court’s opinion on declaring illegal the actions of the tax authority to evade state registration of the new version of the plaintiff’s charter, and ordered it to be registered new edition of the charter. The judicial act is motivated by the fact that the plaintiff complied with all the requirements of the current legislation regarding the procedure for submitting documents for state registration of changes made to the constituent documents.

Making a decision

First of all, it is necessary to document the decision to amend the Charter and register these innovations in the Unified State Register of Legal Entities. This decision must be made by all members of the LLC and must be in writing.

If the changes do not concern amendments to the Charter and should be recorded only in the Register, then the law does not require submitting the minutes of the meeting on this matter to the tax service.

However, often employees of the Federal Tax Service, even in this case, consider it obligatory to have minutes of the meeting of LLC members or a decision of the sole participant that certain changes are envisaged in the organization.

Such a protocol (decision) may also be requested by notaries who certify an application for changes in the Unified State Register of Legal Entities. Experts recommend drawing up such a decision or protocol in any case.

set form for such a protocol/decision. You can formalize it with a few simple points, which indicate:

• when and where the meeting took place;
• who is chosen as its chairman and secretary;
• what changes are decided to be made to the constituent documents and the Unified State Register of Legal Entities;
• how the votes were distributed and who counted them;
• who will be responsible for registering changes.

At the same time (if we are not talking about a single participant), Article 181.2 of the Civil Code establishes that in order to make a decision, the number of those gathered must be at least half of the list of all members of the LLC . The decision is signed by the chairman and secretary or all participants of the meeting.

Sample of the Participant's Decision to amend the Unified State Register of Legal Entities in connection with the change of the director's passport data.

A special procedure for making amendments to the Unified State Register of Legal Entities

When making certain changes to the register of legal entities, a special procedure is applied. These are cases when alienation of property rights to an enterprise occurs. The buyer can be a co-owner or a third party, as well as the enterprise itself.

The procedure itself can occur in one of the following scenarios:

• Notarization of the transaction for the alienation of rights is required;
• notarization is not required; alienation of rights occurs on the basis of an agreement signed by the parties in simple written form.

Depending on which scenario is relevant, the complete set of documents, the order and timing of their submission for registration depend.

How to check if the changes have taken place?

To check what information currently appears in the Register , that is, the registration status, you can use the “Information on state registration of legal entities” section on the nalog.ru website.

to search for information there:

• indicate OGRN or TIN;
• enter the name and (if necessary) region.

You can also order an extract from the Unified State Register of Legal Entities, both paper and electronic. An electronic extract can be requested on the same website in the section “Providing information from the Unified State Register of Legal Entities” using:

• registration via your email address and password;
• taxpayer's personal account.

The electronic statement is issued in PDF format with a digital signature. paper statement can be ordered through the taxpayer’s personal account or through the State Services website.

Correctly registering and verifying changes in the Unified State Register of Legal Entities is not the easiest undertaking. You can entrust this to specialists for a certain amount . Or you can very carefully read the laws, expert advice and numerous instructions - and do everything yourself and for free .

Types of changes

The need to make changes to the Register may arise both due to the requirements of changing legislation and for internal organizational reasons.

At the same time, registration of changes in the Register may be accompanied by amendments to the Charter , or may be carried out without them.

Changes in the Unified State Register of Legal Entities, accompanied by amendments to the Charter :

1. Changes in the types of economic activities listed in the Charter.
   How to make changes to the Unified State Register according to OKVED? The company may learn to do something new or become disillusioned with its previous work and stop doing it. In this case, the company needs to record a modified list of OKVED codes . Changes in the types of activities clearly listed in the Charter must also be reflected in this constituent document.
2. Change of legal address .
   If an organization changes its legal address, this must be recorded in the Charter and the Unified State Register of Legal Entities. Otherwise, the organization will simply stop receiving its mail , including official requirements and notifications from the state and business partners, and this will violate their interests.
3. Name change .
   It may be necessary to change the name of a company for various reasons. External reasons include legislative changes and court decisions. Internal organizational reasons include the wishes of the founders to find a more harmonious name , the need for a more precise match to the types of activities and the level of its implementation, improving the image, etc. Changes made in connection with any of these reasons must be reflected in the Register.
4. Change of authorized capital .
   An increase or decrease in the authorized capital is a completely natural phenomenon for a company that has at least a long history. Such changes can be influenced by numerous reasons : a change in the profile of activity, reforms in the economy, new legislative initiatives, decisions of government agencies. If the authorized capital becomes smaller , creditors must be notified about this: they may want the organization to fulfill its obligations ahead of schedule.
5. Introduction new member.
   Introduction of a new LLC member most often increases the authorized capital, therefore, in this case, amendments to the Charter and the Register are required.

   A new participant must submit an application, and it must be considered at a general meeting of members of the Society.

6. Opening and closing branches and representative offices, changing information about them.
7. Correction of previously made errors in the Charter.

Changes in the Unified State Register of Legal Entities not accompanied by amendments to the Charter :

1. Participant exit and transfer of shares to the Company (including upon the death of a participant).
   If there is a corresponding entry in the Charter, then the LLC participant at any time has the right to leave the Society. If the Charter does not provide for this, then the withdrawal of one of the partners from the LLC can only occur with the consent of other members. If there are no disagreements, then the person leaving writes a statement addressed to the manager - it will serve as the basis for changing the composition of participants. All participants cannot leave at the same time.

   If the share of the withdrawing participant is transferred to the organization, then the LLC members are given a month to dispose of this asset (it must be accompanied by a decision/minutes).

2. Redistribution of shares of the authorized capital.
   Redistribution of shares ( sale, purchase, donation, inheritance ) is also recorded in the Register.
3. Change of manager or his personal data, as well as data of participants.
   Head of the organization – critical for her life activity figure. Without a manager, the company will immediately have difficulties representing its interests when interacting with counterparties, government agencies, judicial institutions, etc.

   Information about the director is a necessary part of the information entered into the Register.

   A change of director must be registered in the Unified State Register of Legal Entities, where, along with all the necessary documentation, information about the personal data of the previous and new director is sent.

   If the manager simply changes his passport details , these changes, if urgently necessary, can also be submitted for registration to the Register. The same applies to the passport data of members of the Society.

4. Changes in types of economic activities not listed in the Charter.
   If the matter concerns types of economic activities not prescribed in the Charter, then you can limit yourself to making changes only to the Register.
5. Correction of errors previously made in the Registry.

List of documents required to make changes to the Unified State Register of Legal Entities

In order to make amendments, the need for which arose as a result of adjusting the information contained in the statutory documents, to the Federal Tax Service, in accordance with clause 1 of Art. 17 Federal Law No. 129, it is necessary to transfer:

• a statement certified by a notary in form P13014;
• 2 copies of the updated version of the charter;
• copies of documents on the basis of which the charter was changed (minutes of the general meeting of founders or the decision of the sole participant);
• minutes of the meeting of the founders of the legal entity or the decision of the sole founder;
• receipt of payment of state duty;
• a power of attorney to perform actions on behalf of a legal entity, if the documents are submitted by a person who does not have the right to perform such actions.

Making changes that are not related to the correction of statutory documents is not subject to a fee. In this case, the Federal Tax Service will need to submit:

• an application drawn up in form P13014;
• copies of documents on the basis of which new information is entered into the Unified State Register of Legal Entities (for example, a copy of a gift agreement, purchase and sale agreement, minutes of the meeting of founders, etc.);
• if necessary, a power of attorney issued in the name of the person submitting information to the registration authority.

Application forms submitted by an entrepreneur to the registration authority are established by order of the Federal Tax Service of the Russian Federation dated August 31, 2020 No. ED-7-14/ [email protected]

Please note that the forms are new - valid in 2021.