How to amend the charter: step-by-step instruction

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

amend the charter

general information

Changes recorded in the Unified Register of Taxpayers are of two categories: those caused by amendments to the constituent documentation, as well as those provoked by all other reasons. To make changes to the charter of a company, you must have one of the following reasons:

  • change of name;
  • 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, making changes in the features of their functioning;
  • the creation of reserve funds or the introduction of changes to the previously selected procedure for dividing profits;
  • changing the time frame of authority of the chief manager;
  • change in the management structure of the company.

Or maybe not?

So, to make changes to the charter of the organization, it is necessary to adjust the data transmitted to the state register of enterprises and other persons paying taxes. But some changes in the company’s activities are considered to be rather insignificant, therefore tax authorities need to be informed about them, but there will be no need to make changes to the charter. These are the following situations:

  • change of director or data in the valid passport;
  • change of holder of the list of persons holding shares;
  • change of information in the founder's passport;
  • a change in the composition of the founders or their shares of capital;
  • start of the procedure for changing the authorized capital.

how to amend the charter

What to do?

To make changes to the charter of the institution, you must submit documents to the USRLE. The list of documentation sent to the tax authorities is set at the state level. If the document is filled in incorrectly, they can return it, then you have to prepare the package again (and pay the due fee again).

For the company to go through the procedure for changing the 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;
  • a document confirming that the state duty has already been paid.

Bureaucratic subtleties

When filling out an application, it will not be superfluous to have a sample in front of you. Changes to the charter are considered by the state authority only if the application is filled out correctly. The current sample can be found in 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 remuneration, but the company is insured against temporary delays associated with possible errors in the documentation.

how to amend the charter of llc

The application form is established by the government. At the end of the completed document, the signature of the Director General is mandatory. To protect themselves from fakes, the public service will require certification by a notary.

Special occasion

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

Everything is official

In order to amend the charter according to all the rules, it is necessary to provide a civil servant, among other things, with a specially prepared decision. It prescribes exactly what changes are being made. As a rule, a document is drawn up as a minutes of a meeting in which all shareholders participated.

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

Change: clear and clear

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

amend the charter of the institution

In the first case, the former charter is recognized invalid, approve the new. From this moment and in the future, all the activities of the company will be subordinated exclusively to a new document. The second option assumes that you only need to make changes to the charter, leaving the document itself old. That is, the text proposed to the state authority 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 constituent documentation.

It is important!

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

Features of registration and terms

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

changes to the charter

However, paperwork according to the rules is not the only condition. It is also important to comply with the deadlines. In practice, many companies neglect this, which leads to fines. From the current legislation it follows that there is only a three-day period for the transfer of information about updates to the charter of the enterprise. If the time limits are violated, then the company may receive a warning - this is the best option. But the punishment for an administrative offense is often much stricter - they write a fine. 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.

Violation of the law: consequences

If an administrative offense involving a missed deadline is seen in the actions of the enterprise, this is not the biggest disaster possible. But if the laws were violated more thoroughly, then the company can be liquidated by force. There is a possibility of mandatory liquidation if the state registrar goes to court. The reasons are different:

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

amend the organization’s charter

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

Making changes: difficulties await

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 on the introduction of new information into the system, but not every company copes with the task the first time.

amend the charter of a company

If a refusal was received, then you will have to re-prepare the entire package of documentation and again pay the statutory fee, having saved a document confirming this fact. In case of refusal of registration, a refund is not provided. The third unpleasant aspect of the secondary feed is the need to stand in line. In recent years, this has become less of a problem than before, but still have to lose time waiting for admission. To avoid the loss of time and money, you need to try the first time to arrange everything correctly, correctly, accurately, without losing sight of a single paper.


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