Many entrepreneurs when setting up their business prefer to open an LLC. This organizational form of activity is considered quite simple and in demand. The founders are liable for obligations only with the property that they invested in the process of opening the enterprise. To open such a company requires the charter of LLC. Entrepreneurs can develop it independently or use special standard forms.
The concept and nuances of standard forms
Back in 2014, simplified charter forms were introduced for LLCs. The concept itself is introduced in Art. 52 GK. In 2015, changes were made to the legislation governing the work of companies. The standard charter of the LLC was introduced to simplify the process of company registration. It was supposed that such a system would be finally introduced and effective in 2018, but there are still difficulties using such forms.
The advantages of using standard forms include:
- founders should not independently develop the charter, which requires not only spending a significant amount of time, but also effort and money;
- there is no risk that the documentation will not contain the necessary provisions for legislation;
- the sample charter of the LLC approved by the state does not have a paper form, therefore it will not be possible to damage it by various actions, and it will never be stolen or tampered with;
- when working with contractors, it is also not necessary to give them a paper version of the charter, as it is enough to inform you that the form approved by the state is being applied;
- inspectors involved in the verification of the organization will not be faced with the need to study a huge number of pages and data, and they can also be initially sure that the necessary data is available in the documentation;
- the risk that the applicant will be denied registration of the LLC is reduced due to the fact that the charter provided does not meet the requirements of the law.
When registering, there is no need to transfer to employees of the Federal Tax Service a document in electronic or paper form. To do this, you just need to indicate in the new application form P11001 that the company will apply the standard charter of the LLC.
Types of new forms
The Federal Tax Service has developed and approved several options for charters that can be used by different companies. They are not any standard and common documents, therefore they are presented only as a base.
With the introduction of the first type form, numerous disputes arose regarding the appropriateness of its use. There were disagreements as to what provisions should be introduced, as well as what inconsistencies and errors exist between them. Some points had lost numbering.
A significant mistake was that the charter of the LLC in a new standard form should contain information:
- Company name;
- location of the organization;
- size of the created authorized capital.
This requirement was contrary to the provisions of the Law “On LLC”, as this legislative act clearly stated that such information might be missing from the charter. Therefore, significant amendments were made to the documentation.
Now entrepreneurs can use 4 options for samples of the new charter of LLC. Each has its own nuances and content. Any option is selected depending on the number of participants and the specifics of the company itself:
- No. 1 - this edition of the charter of the LLC is intended for companies in which there are more than 15 participants;
- No. 2 - used for enterprises opening by one founder;
- No. 3 - intended for a company in which the number of participants does not exceed 15 people, but there is a ban on leaving the company;
- No. 4 - used by firms in which the number of founders is not more than 15, but they have the right to leave the company if necessary.
These forms were finally approved by the Federal Tax Service, therefore they are used everywhere for registration of companies. A sample charter of the LLC can be viewed below.
LLC Registration Rules
Companies must be established on the basis of numerous legal requirements. Various changes are regularly introduced to simplify the procedure for registering an enterprise. This includes not only the introduction of a new form of the charter of the LLC, but also some other points:
- companies can be opened not only using standard forms, but also using self-developed documentation, which contains the necessary items, but such a charter should not contradict the requirements of the law;
- the approved document is certainly posted on the official website of the Federal Tax Service;
- if the company decides to use a standard charter, then it is not necessary to transfer this document to the Federal Tax Service, therefore it is only necessary to indicate in the application the decision;
- company registration is performed within three days from the moment when the necessary documents are handed over to the tax service employees;
- the registration procedure has also undergone significant changes after the introduction of standard forms.
Due to the ability to use standard forms, companies are considered easy to open. This is especially true for entrepreneurs who do not have knowledge of how to properly form the charter of an LLC with one founder or several participants. The changes affected LLC, so other companies are required to independently develop a unique charter.
When is the transition possible?
Each company can use such standard documents immediately upon opening the organization or after the founders decide on the need to amend the charter of the LLC.
If only the opening of the enterprise is planned, then the participants must decide on which particular charter will be applied, and this must be done before contacting the Federal Tax Service for registration. Information about this document should be contained in the decision of the participants and in a statement submitted to the department of the Federal Tax Service.
Existing companies can change the charter of the LLC at any time.
In any situation, for application and transition to a standard charter, the following actions are performed:
- this document is approved in writing;
- it is transferred to the employees of the Federal Tax Service.
By using the standard charter of the LLC, registration will be simplified, as the founders save their own money and time for the formation of a unique and original document. Additionally, it will be possible at any time to make adjustments to the document. Changing the address in the charter of the LLC, as well as the size of the registered capital or even the name of the company, are quick and easy processes. In any case, counterparties will not refuse to cooperate due to the lack of a standard and original charter.
To apply the model document, it is recommended that you first study the sample charter of the LLC with two founders or one participant. Next, a decision is made and the documentation is approved. Documents necessary for fixing the new charter of the LLC are transferred to the Federal Tax Service.
How is the document drawn up?
It is quite simple to draw up a charter, but at the same time, the leaders of a new organization often have difficulties with its proper execution. For this, the nuances are taken into account:
- there is no strict requirement regarding the firmware of the charter of the LLC, but the Federal Tax Service advises to carry out this process to guarantee the safety and integrity of the documentation, since if the sheets are not fastened, it is likely that different papers will be partially lost;
- there is no need to sign a new charter, but at the same time a sticker is made on the firmware containing information about how many sheets are in the document, as well as the applicant’s signature.
By tradition, the title page of the charter is signed by the chairman of the meeting, at which it is decided that a standard document is required. If certain questions and difficulties arise, it is recommended to contact the employees of the Federal Tax Service to find out the necessary information. Also, in almost every city specialized companies provide consulting services, so they can tell you how to draw up and fill out the document.
What information is entered?
Although companies use standard forms, they can still have some difficulties. Therefore, it is advisable to study in advance a sample charter of an LLC with one founder or several participants. When filling out the document, some recommendations are taken into account:
- All directions of the enterprise’s activity are reflected, for which the OKVED codes are correctly selected and entered.
- The types of work for which a license is required must be indicated.
- If various additions are made, then it is optimal to use the new edition, where all organizational adjustments will be made.
- The point intended for the location of the company indicates exactly the locality where the company operates, but a detailed address in the charter of the LLC is not required. This is due to the fact that the exact address in any case will be on the application for registration of the company.
The most commonly used model charter of an LLC with one founder. If there is a complex structure, as well as several people who will manage the company, it is advisable to independently develop a unique document. In this case, it is allowed to use different samples, standard documents and recommendations of specialists. If future managers of the company do not have the necessary knowledge and skills, then they can turn to specialists for help.
Use cases for a sample document
The application of standard charters developed by the specialists of the Federal Tax Service can be carried out in three different ways. These include:
- Company registration. In this case, the standard procedure is performed, but at the same time, an application is submitted to the Federal Tax Service in form P11001, where it is required to indicate the use of standard documentation. Under such conditions, it is not required to submit the LLC charter with two founders or another number of participants to this institution. The statement states that standard documentation is used. Additionally, there must be a decision of the founders, submitted in writing and containing information on the application of the model charter.
- Transition from a traditional document to a standard one. For this, a general meeting is initially held, where the founders decide that the company should work according to the standard charter. Next, a statement is formed, which together with this decision is sent to the Federal Tax Service. This document indicates the need for amendments to the USRLE that the company applies the new charter. For this, the application form P14001 is used. Additionally, some authorized persons should be informed that the organization has switched to a model charter. Most often this is required by banking organizations, since usually in the conditions of credit contracts often there are clauses that the lender should be notified of any changes in the constituent documents of the enterprise.
- Transition from a standard charter to a traditional one. This option is considered the most difficult. Usually such a decision is made by organizations if potential counterparties refuse to cooperate due to the existence of a model charter. Under such conditions, initially the company should engage in the development of its individual charter, taking into account the characteristics of the enterprise. At the meeting of the founders, a decision is made that the company refuses to work on standard documentation. An application is generated in the form of P13001, which indicates the decision made. It is sent to the Federal Tax Service together with the decision and the text of the new constituent documentation. In addition, a receipt confirming the payment of the duty is attached.
Different changes are regularly introduced into the rules of work of the Federal Tax Service specialists, therefore they may require various additional documents and actions from applicants. Therefore, it is recommended to consult with specialists regarding the correct implementation of this process before changing the charter. This is due to the fact that there are still certain malfunctions and nuances in the transition to standard charters. It is planned that after a short period of time this process will be autonomous and more understandable.
Consequences of using a sample document
The application of a model charter is considered preferable for many companies, and there are many positive consequences of such a decision. These include:
- companies can use the simplified method to make certain changes to the charter, since this process does not require official registration with the Federal Tax Service, therefore, it is enough to correctly fill out a special application in form P14001, on the basis of which changes are made to the USRLE on the activities of the company;
- you do not need to spend a lot of money on the services of specialists who are involved in the development of unique and individual charters;
- more and more companies have a positive attitude towards companies that use standard constituent documentation, so problems with counterparties are rare.
Therefore, the use of a model document is becoming increasingly popular among many entrepreneurs planning to open their own company or managing existing companies.
How to notify contractors and lenders?
Often a situation arises when other companies planning to cooperate with an enterprise require the presentation of a charter. Most often it is necessary for counterparties, creditors, auditors and the court. But at the same time, the charter is located on the website of the Federal Tax Service, so it cannot be transferred to other companies.
Under such conditions, it is enough to draw up a written notice containing information that the company is working on a standard document. In this situation, interested parties themselves can refer to the official website of the Federal Tax Service to obtain the necessary information. Additionally, information that a particular organization is applying a standard charter is contained in the Unified State Register of Legal Entities.
What changes can be made?
Even when using standard documentation, it is often necessary to correct the information in it. Most often it is required to adjust the information:
- change of company name;
- making adjustments to the legal address of the enterprise;
- increase or decrease in authorized capital;
- adding OKVED codes, as the company plans to work in another direction of activity.
Initially, the founders must decide that changes to the charter of the LLC are required. A sample of such a solution is located below.
How to make changes?
This requires a special application in the form of P14001. To make changes to the charter of the LLC, it is not necessary to carry out state registration, therefore it is enough to draw up this statement, after which it is submitted to the Federal Tax Service. A sample of this document is below.
The most frequently required change in the LLC charter is the address, and due to the ease of making changes to the USRLE, this process can be performed at any time.
How to draw up a statement to amend the charter?
If you need to make changes to this documentation, then for this it is enough only to correctly fill out the application in the form P14001. It is intended to make changes to the USRLE about a particular company. When it is formed, it is necessary to focus on the decision adopted earlier by the founders.
In the process of compiling the document, some recommendations should be taken into account:
- it is not required to form such a statement if the data of the passport or the place of residence of the founders changes;
- it is allowed that a representative having a notarized power of attorney is engaged in the transfer of the document;
- all changes that are required to be registered in the register are entered;
- must have information about all the participants in the existing company;
- additionally data is entered on why the information contained in the Unified State Register of Legal Entities is required to be changed;
- data on what shares in the authorized capital all the founders of the enterprise are indicated;
- if the participant is a foreign company, then information about it must be entered;
- additionally, data is entered that owners of shares are individuals or companies, as well as people who inherited property;
- contact details of all founders are indicated.
Drafting this document is quite simple, so making changes is considered a much simpler and faster process than registering adjustments using the traditional charter.
How are counterparties notified of changes in the charter?
If significant adjustments are made to the constituent documentation, then certain counterparties should be notified about this. These include:
- lenders, usually represented by banking institutions;
- judges, if any legal proceedings are opened against the company;
- government funds;
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