Each company upon registration must transmit a copy of the charter to the Federal Tax Service. Based on the application and the constituent documentation, certain information is entered into the Unified State Register of Legal Entities. They must be relevant and effective. In this case, it is often required to make changes to the Unified State Register of Legal Entities if the director, address of the company, or other parameters of a particular enterprise are changed. The procedure is considered not too complicated, since for this it is enough to correctly fill in the corresponding application P14001. Different information may be entered into it, depending on what adjustments should be made to the registry.
The nuances of filling and submitting a document
The procedure for registering companies and changing the data contained in the register is regulated by the provisions of the Federal Law No. 129. To adjust the information in the register, it is enough to correctly compile and submit to the Federal Tax Service a statement on amendments to the USRLE. No other documents are required anymore.
The rules for document processing are considered simple, but the process may vary slightly depending on what changes are made.
When do you need to fill out a document?
There are certain actions of companies that should be recorded in the registry. Accepts well-formed tax statements. Amendments to the Unified State Register of Legal Entities are required under the following conditions:
- change of director or addition of another managerial position;
- change of address at which the company operates;
- change of director of the management company or individual specialist who is the manager;
- changing information about the leader or members of the company;
- conducting various operations related to the shares of the founders, for example, selling, donating, inheriting or using as collateral;
- a change in the composition of the founders, and this also includes the exit of a person from society or its exclusion if there are good reasons;
- implementation of various operations with authorized capital, for example, its increase or decrease;
- a change in the direction of work, which requires adjustments to the OKVED codes;
- it is revealed that erroneous information was previously entered into the USRLE, therefore, it is required to correct them;
- it is necessary to inform employees of the Federal Tax Service of information on holders of the register of shareholders.
The above situations are considered the most common. When they are identified, changes are made to the USRLE. In each case, certain correct actions are performed.
What rules are taken into account when filling out the form?
Before generating an application, you need to first study some recommendations and rules that allow you to correctly fill out the documentation. Information on amendments to the Unified State Register of Legal Entities is provided when taking into account the requirements:
- with the help of one application it is allowed to make several changes or to correct earlier mistakes;
- using form P14001 it will not be possible to make adjustments based on which the constituent documentation is changed, for example, if the company accepts a new member by increasing the authorized capital, since under these conditions another form should be applied - P13001;
- Before submitting the document to the Federal Tax Service, the head of the company must put a signature on sheet P and notarize the statement;
- it is certainly flashed by a notary;
- this statement is not required if the name is changed the founder, his place of residence or information from the passport, since the FMS itself must transmit this information to the Federal Tax Service.
If you take these rules into account, it will not be difficult to draw up a statement. A sample form of document P14001 is located below.
Registration of a participant’s exit from the company while maintaining the share of the company
Initially, you need to make sure that this exit method is provided for in the charter. Under such conditions, each participant has the opportunity to leave the company, after which he is paid a sum of money on the basis of the existing share.
If it is revealed that the company has a negative size of assets, then no funds for the share are transferred to the citizen, but under such conditions it is required to liquidate the company. Making changes to the Unified State Register of Legal Entities on the withdrawal of a participant requires the following preliminary steps:
- the participant’s application for withdrawal is notarized beforehand;
- it is transferred to the director;
- after that, the value of the share is paid to the former participant within three months after the application is received.
The term of three months may decrease or increase in the charter. Further, the director of the company is required to submit to the Federal Tax Service a statement in the form of P14001. In this case, the sheets are filled:
- Art. 1 contains information about the company;
- data shall be entered in sheet D if an individual leaves the company;
- if a Russian company comes out, then information must be entered on sheet B;
- if the process is carried out by a foreign company, then sheet G is filled out;
- sheet 3 includes data on the share that remained in society;
- sheet P contains information about the applicant, and he may be the director of the enterprise or manager.
This document is accompanied by a statement from the participant to exit, which is certified by a notary.
The correct deadline for making changes to the USRLE is taken into account, since the above documentation should be transferred to the Federal Tax Service within 1 month after the share of the former participant was transferred to the company.
The violation will be retroactive withdrawal or payment to the former participant of the par value of the share, not the actual one.
Change of address
It is quite common that a company changes its legal address. Under such conditions, it is necessary to notify the Federal Tax Service that activities are being conducted in another place. Often problems begin if more than three companies are registered in one room, so you need to find another property to work with. Be sure to change the register when changing the address. In this case, the requirements are taken into account:
- the address must be specified in detail, so even rooms in the room, technical or ground floors, as well as other elements fit in;
- Documents for new real estate submitted by lease, guarantee letter or property certificate are attached to the application;
- you must transfer the document within a month after finding a new place to work.
Making changes to the USRLE when changing the address is a mandatory requirement. If the tax authorities reveal that the company operates in an unregistered place, the company may be held liable. On the address, amendments to the register are mandatory, but in the charter documentation this information may not be available.
Director change
Often, the founders of the company decide on the need to change the director for various reasons. Also, the specialist himself can find a new place of employment, therefore, he is dismissed from a leadership position. At the same time, amendments are required to be made to the USRLE to information about the leader.
The procedure takes into account some requirements:
- a statement is drawn up only by the new director appointed to the vacant post;
- the formation of the document by the new leader is an official confirmation that the specialist agrees to occupy this post;
- according to the Federal Law No. 129, it is not required to attach the decision of the founders on the change of director to the application, but in practice, employees of the Federal Tax Service often require this documentation;
- often you need to attach an order to the document, on the basis of which a new director is appointed.
FTS employees may require additional documentation from applicants. This is especially true for making changes to the USRLE when changing a manager, since this process is considered specific. When filling out the application, you must enter the data in the pages:
- the first page contains information about the company itself;
- sheet K includes information on the past and the new director;
- additionally fill out sheet R.
If the company’s activities are regulated by the managing organization, then you need to fill out sheets L or M. Making changes to the USRLE about the director is a mandatory process, therefore, if during verification it is found that a new manager is working in the organization, which was not notified to the Federal Tax Service, this is the basis for holding the company accountable.
Do I need to fill out a document when changing the name or data of the founder's passport?
For various reasons, a member of the company can replace a passport or change personal information. The question arises as to whether amendments to the Unified State Register of Legal Entities are required. P14001 under such conditions is not compiled and does not give up.
When changing personal data, it is the FMS employees who must ensure that information about the founder is transferred to the register. In practice, the data is sent to the Federal Tax Service, but there is no adjustment to the information in the register. Therefore, upon subsequent appeal to the Federal Tax Service, it is recommended to notify its employees of such a change.
Choosing a different direction of work
Companies in the process of functioning can change the scope of activity. But it is important to make sure that the chosen direction corresponds to the previously registered OKVED codes. Typically, you need to change the OKVED codes, which will certainly be reflected in the USRLE.
This requires form P14001. If there are no selected codes in the charter, you will have to make adjustments even to the statutory documentation. When transferring an application to the department of the Federal Tax Service, often employees of an institution require additional documentation from applicants, for example, a decision to change OKVED or a protocol of a meeting of founders.
How to fix registry errors?
Quite often, companies are faced with the fact that the information available in the USRLE is erroneous. Inaccurate information appears in the registry for various reasons, for example, initially, mistakes were made in the application or information was not carefully entered by the inspector.
You can correct the error by submitting an application to the Federal Tax Service, but usually this process takes too much time, as the complaints from citizens are considered within a month. Therefore, it is relevant to amend the USRLE by drawing up a standard application P14001. This fills the page:
- the first page contains information about the company, and here, for the reason of submitting the application, you must put the number 2, which indicates that there are errors in the registry that need to be fixed;
- all sheets with errors are filled out, and only reliable information is entered into them;
- the applicant is issued a sheet R.
It is advisable to attach a cover letter to this document, which indicates the reason why the mistake was made, as well as the circumstances under which unreliable information was revealed. The data modification procedure does not take more than five days.
Making transactions for the sale or purchase of a company share
In 2016, legislative amendments were introduced, on the basis of which any transaction involving the purchase or sale of a share in the company must be certified by a notary. This fact is indicated in Federal Law No. 14.
The advantages of attracting a notary include the fact that the registration procedure is simplified, since all documents in the Federal Tax Service are transmitted by a notary. Under such conditions, it is possible for even one founder to leave the LLC by selling his share to a third party. The share price is determined at face or real value. It is taken into account when selling any stake that other members of the company have a preemptive right to purchase.
To enter data into the Unified State Register of Legal Entities, application P14001 is filled out, for which it is necessary to enter the information in page 1, as well as in sheets B (D or D) and R. The sales contract is attached to this document. The notary public acts as the applicant.
How is donation of a share made out?
Often, as an effective method of alienating a company's share, its gift is used. It involves a bilateral transaction, with both parties to the contract agreeing to the process.
The transfer is free of charge, for which a donation is made. Under such conditions, the parties to the agreement may be solely individuals. Commercial enterprises that are members of an LLC cannot become donors or endowers.
The procedure for the alienation of a share by donation is regulated by the provisions of Federal Law No. 14, as well as Art. 571 CC. This takes into account the data:
- necessarily donation is notarized;
- only the fully paid part of the share is subject to donation;
- Be sure to be notified of the transfer of the share to another person of the Federal Tax Service, for which an application is generated and submitted in the form of P14001;
- it is not required to fill out sheets B or D, which are intended for entering data on legal entities.
The time period for making amendments to the USRLE is one month after the transfer of the share on the basis of a gift agreement.
It is important to remember the need to pay tax to the donated if he is not a close relative of the donor. Therefore, he needs to correctly calculate and transfer to the Federal Tax Service income tax in the amount of 13% of the value of the share.
Thus, when committing various actions by companies, it is required to make changes to the USRLE. For this, a special application is prepared in the form of P14001. The filling rules depend on what kind of adjustments you need to make. This takes into account the optimal time during which the documentation should be transferred to the department of the Federal Tax Service. In case of violation of the requirements of the law, the company is brought to administrative responsibility, so it is important to understand the rules for notifying the tax office.