According to the requirements of the current legislation, each legal entity must have its own company name. As a rule, enterprises value their name, but a day may come when they will have to change it. It can be a usual marketing move or a cardinal change of activity, perhaps some personal reasons for business owners. Changing the name of an LLC is a lengthy process consisting of several step-by-step steps requiring the preparation of many related documents and notifications.
When can the name change?
Companies with a fairly strong market position rarely change their name. However, if the type of activity or location of the legal entity has changed, many owners tend to display this in the name.
But the reasons for the decision to change the name of the LLC may not be so harmless. The reason for such actions may be a court decision. The problem is that during the initial registration of the LLC, tax specialists do not check the name for similarity. For the Federal Tax Service, the main identifying parameter is TIN and PSRN. However, over time, it may turn out that two, or even more organizations, work with the same name in the same market. This ultimately leads to consumer confusion. And one of the companies - “namesake” - may decide to take legal proceedings to force another company to change its name. Naturally, the court will side with the organization that is registered in one branch of economic activity first.
Although in practice there are often situations when the owners of the enterprise simply “merge” their company, and this can also happen not only by closing, but also by renaming.
Where to begin?
Changing the name of an LLC begins with a search for a new name. Check the identity of the desired name on the website of the Federal Tax Service. After choosing a name, a new edition of the charter is drawn up.
The first step is the general meeting of shareholders
Registration of a new name is the exclusive competence of the general meeting of shareholders, and votes must be collected at least 2/3 of the total number, although the charter can adjust this figure upwards.
Everything is much simpler if the participant is only one. Then he simply draws up a single participant protocol.
At the meeting, a new naming and a new version of the charter should be adopted and approved. If all further registration actions are carried out by an authorized person (company employee or involved person), it is recommended that this be immediately highlighted in a protocol or decision so that there are no questions to him in the regulatory authorities during the registration process.
The second step is to fill out an application
Use should be made of form P 13001 when changing the name of an LLC, a sample of which can always be found on the tax service website.
You will need to fill in the cover page and sheets “A” and “M”. The last sheet does not need to be filled, all this is done directly at the time of filing the documents.
The third step is a notary public
After filling out the form, you must certify the completed sheets with the notary. If you are not sure of the correctness of the preparation of the document, it is better to contact a tax office for preliminary consultation. As a rule, employees of the Federal Tax Service do not refuse.
The fourth step - payment of state duty
Since the procedure for changing the name of an LLC involves amending the charter, you will have to pay a state fee. This year it is 800 rubles.
Current payment details can always be found on the website of the Federal Tax Service and the multifunctional center. However, remember that the BSC codes will be different depending on the place of filing. In light of this, it is recommended to determine the place of filing of documents in advance.
Fifth step - filing registration documents
We can say that this is the final stage of the step-by-step instructions for changing the name of the LLC. Documents for registration are submitted in the following volume:
- An application of the established form, mandatory certified by a notary.
- A receipt for payment for registration services.
- Minutes of the general meeting of shareholders, or decision of a single participant.
- The new edition of the charter (2 copies, one of them remains in the tax service, and the other is returned to the applicant).
If the company is represented by an authorized person, then he must have a power of attorney in his hands.
Climax
If the package of documents is assembled correctly, all documents are drawn up in full compliance with applicable laws, the applicant will receive a new extract from the Unified State Register of Legal Entities and his copy of the charter, a certificate for registration with the tax authority with a new name on the sixth working day.
What's next?
Alas, this is not the last step in the instructions for changing the name of the LLC. Indeed, the most difficult stage was passed, but counterparties, banks and personnel issues remained.
First of all, you should start by changing the print (if the company has one). After that, you need to contact the statistical authorities and get a new certificate with codes. The FIU and the FSS should also contact and obtain new registration numbers.
It is mandatory to contact the bank and notify that the name of the LLC has been changed. The Bank, in turn, will conclude new agreements and open new accounts. A new statement of the register should be attached to the notification.
It will be necessary to report changes to all counterparties, customers and other interested parties. The notification should already include not only an extract from the registry, but also new details, so that the counterparties have the opportunity to draw up new contracts.
If the company has a license or other special permits for entrepreneurial activity, then they will have to be reissued. The same must be done with cash registers, if they are used by the enterprise in its activities. An electronic digital signature will also have to be replaced.
HR issues
The most painstaking work will be in the personnel department. You will have to make changes to all work books, personal cards. In addition, local acts should also be amended, which can be made by supplementing or issuing new orders, labor rules and others.
The entry in the workbook may sound as follows:
"LLC" Enterprise "was renamed LLC" Organization "with ... (date) ..."
In column 4 of the work book, the basis should be indicated, in this case an order that should be previously issued. The date of the name change is the date indicated in the certificate from the register.
It is possible to make changes to the card in the form T-2 by deleting and introducing a new name. Near the new record, you will have to indicate the grounds (order), assure with the signature of an employee of the personnel department.
The decision to change the name of LLC
A sample of such a document should contain all the details inherent in such documents:
- Date and place of compilation.
- Name of the enterprise (valid).
- The agenda indicates the issue of changing the name and amending the charter. It is recommended to immediately highlight the issue of approval of the person who will be involved in the registration of changes.
- The main part prescribes information about the decision.
- At the end of the documents, signatures and full name are indicated. chairman and secretary.
The protocol of a single participant must also contain all this information, but instead of those present, the full information of the owner is indicated. If an attorney was present at the time of signing, you can also familiarize yourself with the protocol.