The need to bring the constituent documents of limited liability companies in accordance with the applicable regulatory legal acts arose on December 30, two thousand and eight. It was on this date that Law No. 312-FZ passed registration. Its name is “On Limited Liability Companies”. This act provided for the procedure for re-registration of LLC. The necessity of carrying out this procedure is interpreted as establishing the compliance of the constituent documents of such companies with the amended legal norms that are fixed in this law. The procedure for re-registration of the LLC was also developed in connection with the adoption of amendments made to the first part of the Civil Code.
The main reason why the current legislation was changed was the introduction of provisions in the existing legal framework aimed at curbing raiding. The purpose of re-registration of LLC is to improve corporate acts in the field of organization and functioning of limited liability companies. Another significant reason for re-registration, as some commentators have reported, was the need to remove one-day firms from the registry, which is maintained by government bodies. However, the deadlines for submitting documents are not regulated. In addition, companies that have not passed the new registration have the right to conduct their activities.
Amendments to constituent documents are regulated by regulatory enactments. The procedure for re-registration of LLC provides:
- decision-making by all participants on a change in the Charter, in terms of bringing it into line with the law and the Civil Code;
- approval by the meeting of the new edition of the constituent document;
- execution of standard applications and their certification by a notary.
After this, the documents for the re-registration of the LLC must be submitted to the tax inspection authority. The forms by which applications are issued can be downloaded directly from the website of the Federal Tax Service of the Russian Federation.
The procedure for re-registration of LLC provides for a new edition of the Charter. To compile it is necessary to adjust the mass of points that are affected by the change. In this regard, in order to save your time, it is recommended to contact professionals who will be involved in the preparation of a package of documents for a certain fee. If the participants in the company decided to edit the Charter themselves, it will be necessary to pay attention to a number of rights that are approved in the new law. These include:
1. The possibility of concluding agreements on joint actions that are not reflected in the Charter. This right must be fixed in the new edition of the constituent document.
2. An opportunity to protect the participant of a society. It is reflected in violations of the rights to acquire shares.
3. The ability to fix prices. This indicator is set for the share which members of the company have the advantage to acquire. Moreover, this price does not depend on the amount that will be offered to third parties.
4. The possibility of unconditional withdrawal of a participant from society , etc.
If the re-registration procedure has been violated, and the procedure for making changes to the existing register has not been completed, then buyers of the products of such a company are not entitled to deduct VAT due to dishonesty of the supplier. Banks may refuse to grant such a LLC a loan. Financial institutions are less at risk in case of arrears, if the company has passed the re-registration procedure and its Charter is fully consistent with applicable law.
In this regard, it should be remembered that if the LLC has not passed the re-registration procedure, this fact may have a negative impact on all its further activities.