Organization's charter document

The topic of our conversation today is the constituent documentation. According to dictionaries, this is a package of papers representing the basis (legal) activity of any company, company, organization and determining its legal status. Since this set is the “visiting card” of the enterprise (it is provided to almost all departments, banks, governing and registration bodies of LLCs), it is worth paying at least a little attention to it. So, in the framework of this article we will try to reveal the essence of such a concept as a charter document, discuss why these papers are so important, consider the order and features of their design.

Some terminology

A charter document is an official paper on the basis of which a legal entity will act (it may be a charter or a memorandum of association). The charter itself is drawn up by the founders. In such a document, a decision is made on the name, legal address, form of activity management (of course, everything is in accordance with the law).

The composition of the statutory documentation

In general, the organization’s charter documents are business papers, on the basis of which, as already mentioned, any legal entity works. But their composition depends on what legal form the enterprise will have. We list the main package:

• charter;
• memorandum of association;
• an order to appoint a director;
• an order to appoint the chief accountant;
• minutes of the meeting ;
• extract from the state registry;
• statistics code;
• TIN of the legal entity-taxpayer;
• rental agreement;
• registration number.

According to Art. 52 of the Civil Code (dated 05.05.2014), legal entities (with the exception of business partnerships) carry out their activities on the basis of the charter, which is approved by the meeting of the founders. A business partnership operates on the basis of a memorandum of association, which is concluded by its participants.

Storage Features

All the papers mentioned in the list are contained in a folder that is placed in the manager’s safe, so he takes all responsibility for the safety of the package. Access to it by unauthorized persons should be limited, since the papers contain the main information about the activities of the enterprise.

Important! Notarized copies of documents are submitted to government agencies. After presenting the package, each statutory document (original) is returned to its place in the folder.

Why is it important to follow all these precautions? The fact is that without the mentioned papers, not a single bank will open an account, the company will not be able to obtain a certificate or license. Although, in fairness, it is worth noting that any lost copy from the document must be restored, it just takes a lot of time. And time, as you know, is money.

We move on to the next important issue that needs to be considered within the framework of the topic we have addressed.

Share capital: documents required for registration of a company

Authorized capital is the amount of money registered in the constituent documents of an enterprise that has passed state registration. It determines the minimum amount of property of the company, which is the guarantor of the interests of creditors.

To register the registered capital, you must collect the following documents:

1. The charter of the enterprise itself.
2. Memorandum of Association or decision to create.
3. State Registration Certificate issued by the Ministry of Taxes and Levies.
4. Certificate of registration with the Ministry of Taxes and Levies.
5. Certificate from Goskomstat on assignment of a code.
6. A document from the bank about opening a personal account.
7. The balance for the last reporting period or a bank statement on the formation of a charter of 50% for a new company.
8. Order on the appointment of a director, general director with a copy of passports.
9. The document on the appointment of the chief accountant with a copy of the passport.
10. Bank document on receipt of funds as a contribution to the authorized capital.
11. A document signed by the first persons on the status of the authorized capital.
12. Notarized power of attorney for the contractor.
13. Appraisal acts of equipment.
14. List of equipment contributed to the authorized capital.

Amount of authorized capital

The size of the authorized capital may be determined by a fixed amount of money. The minimum fund is:

1. For limited liability companies - 10,000 rubles.
2. For non-public joint-stock companies - 100 minimum wages.
3. For public joint-stock companies - 1000 minimum wages.
4. For state organizations - 5000 minimum wages.
5. For the bank - 300 million rubles.

Formation of the authorized capital: documents

Authorized capital is cash, tangible assets and securities. A limited liability company must pay a share in the authorized capital not later than four months from the date of registration. A joint-stock company may register without payment of a fund. But 50% must be paid for three months from the date of registration. And during the year you need to fully pay off the debt.

The formation of the authorized capital is, first of all, correctly executed papers. If property is contributed to the authorized capital, it is imperative to have an independent appraisal report on its value. The founders themselves cannot change the type of property transferred, its price or the form of transfer without changes in the constituent document. Upon leaving the company, the founder will be reimbursed his share in the authorized capital, and no later than six months after the close of the financial year. The right to exit must also be fixed in the charter. Documents on the authorized capital are stored along with the charter and are the basis of the organization.

Change in share capital

There are situations when it is necessary to increase the authorized capital. Documents confirming such changes:

1. A statement signed by the Director General and certified by a notary public (Form P13001).
2. The new version of the charter - the original in the amount of 2 units.
3. OSU protocol / decision of the sole participant of the LLC.
4. Accounting balance sheet for the past year (copy, filed and certified by the director).
5. The receipt for the payment of 800 grew. rub. (state duty).

In general, a change in the authorized capital is possible only after its payment. The contribution may be property. If the contribution is paid in this way, then its nominal price is more than two hundred minimum wages. He must pass a monetary assessment of an independent specialist. The decision to increase the authorized capital should be registered, and not the least role here is played by timely and high-quality primary accounting documents.

Changes to the statutory documentation

Registration of changes is very common. The activities of any organization are associated with constantly occurring changes within it. During the initial registration of a legal entity, it is difficult to foresee all the features of future activities and the forms of its organization. Therefore, in the process of work, it becomes necessary to make adjustments.

Russian law states that any legal entity that changes its manager or legal address, or decides to increase its authorized capital, is required to inform the registration authority about this within three days.

There are two types of changes that can be made to the charter documents:

1. Change of address, type of activity, name, size of the authorized capital. Such adjustments require their unambiguous introduction in the statutory workflow.
2. Changes in which there is no need to change the statutory documents. Most often this happens when the director is changed. But you need to register them always.

As you can see, no matter what changes you make to the charter documents, they require mandatory registration. But here you should remember some legal subtleties. Sometimes it is possible to get away from a full re-registration of a company.

Change of organization director

Consider the most frequent changes made to the statutory documents. Change of director or change of his passport data is subject to registration with the tax authority. This is done within three days from the date of the decision. In this case, it is not necessary to register changes in the charter documents. If the legal address, registered capital, founders, name or types of activity change, then it is imperative to display this in the document flow.

The charter document is the main paper, without which no changes can be made at all.

Let's look at what needs to be prepared when changing the director. The package of documents will have the following form:

1. Document on state registration of a legal entity.
2. Certificate on entering information about the organization in the register.
3. Tax registration paper.
4. Company charter (latest edition).
5. Memorandum of Association (copy of the latest edition).
6. Photocopies of documents of changes.
7. Passports of directors (new and old).

According to paragraph 1 of Article 19 of the Federal Law of 08.08.2001, a legal entity is obliged to provide a notification about changes in the constituent documents to the registration authority at the location. This notice has an approved form. It reports on changes regarding a legal entity. These adjustments must be made to the state register in the manner prescribed by the legislation of the Russian Federation.