After its initial registration, a legal entity is obliged to report to the tax office about those indicated in the Unified State Register of Legal Entities. There are two application forms for this: P13001 and P14001. The forms are approved by the Order of the Federal Tax Service dated January 25, 2012 No. ММВ-7-6/ [email protected] and remain valid for 2018.
Form P13001 is filled out if the new registration information entails changes to the Bylaws, and the form is submitted if no changes to the Bylaws have been made.
For example, an organization decided to engage in a new activity, but in the application for registration of an LLC corresponding to this activity, they were not indicated. If the Articles of Association contain a similar phrase “The Company may carry out other types of activities not prohibited by law”, then the addition of new codes does not require a change in the Articles of Association. So, in this case, it is necessary to report changes in registration information in the form P14001.
If the Charter contains a limited list of types of activities of the company, without indicating the possibility of other legal activities, then the addition of new codes changes the Charter, so this must be reported in the form P13001.
Here is a list of situations in which form P13001 is filled out:
Form P13001 is quite voluminous, it has 23 pages, it consists of a title page and several application sheets (from "A" to "M"). All pages of the P13001 form do not need to be filled out, but only those that indicate the changed information. Continuous numbering is affixed in the form, i.e. The first page will be the title page, and then only completed pages are numbered. You do not need to submit blank pages.
Below we provide the current form P13001 and examples of filling it out in different situations. The applicant in the P13001 form must be the head of a legal entity or a management company. Since all registration forms are approved by one document, the requirements for filling out the P13001 form are the same as for the form.
LLC name change. The title page indicates the current name of the LLC, and on sheet "A" - the new name in full and abbreviated spelling. In addition, sheets "M" for the applicant are filled out.
Change of legal address. Please note that since 2014, the location of an LLC can only be indicated in the form of a settlement (municipal formation). If, for example, the city of Nizhny Novgorod is registered in your charter, without specifying the street, and you change the address within the city, then no changes will be made to the charter. In this case, the change of address must be reported in the form P14001.
If you change the settlement or the full address was registered in your Charter, with the street and house number, then report this on the P13001 form. It is necessary to fill in the title page, sheet "B" indicating the new address and sheets "M".
Change of OKVED codes. We repeat the above example - if the Charter contains a similar phrase: “The company may carry out other types of activities not prohibited by law”, then the addition of new OKVED codes is drawn up in the form P14001.
If the Charter specifies only some specific activities, for example, trading activities and transportation, and you want to engage in production, then you will have to make changes to the Charter. In this case, an application is made in the form P13001.
In the form P13001, we fill out the title page, sheets "L" and "M". Sheets “L” have page 1 and page 2. In sheet “L”, page 1, enter new codes that need to be entered into the Unified State Register of Legal Entities, and in sheet “L”, page 2, those codes that you want to exclude.
When changing the main OKVED code, we enter the new code in sheet "L" page 1, and the old one in sheet "L" page 2. When entering additional codes, fill out only sheet "L" page 1, when excluding codes, respectively, sheet "L" page 2.
If one page was not enough to indicate (or exclude) all OKVED codes, then you can fill in additional ones.
Establishment of a branch or representative office. There are also nuances here - if you report the creation of a branch or representative office along with other changes to the Charter, then fill out the P13001 form (title page, sheet "K" and sheets "M"). If you only need to inform about the creation of a branch or representative office, without other changes to the Charter, then a special form Р13002 is filled in, the state duty is not paid in this case.
Bringing the charter of an LLC in line with Federal Law No. 312.Law No. 312 of December 30, 2008 obliged all LLCs established before July 1, 2009 to undergo the procedure for re-registration of the Articles of Association. The term for such re-registration is set as the moment when it becomes necessary to change the information entered into the Charter.
Until now, there are still organizations for which such a need has not arisen over the years. Their Charters, which have not been re-registered, are legally valid, but only in the part that does not contradict the law. Sooner or later, you will still have to go through re-registration, and you must declare this in the form P13001.
The peculiarity of filling out the title page in this case is to put a tick in paragraph 2. In addition to the title page, only information about the applicant is filled in sheets "M".
Changes in the authorized capital. If or happened, then fill out sheet "C" and data on participants in sheets "D", "D", "E", "F", "Z" according to the type of participant:
Sheet "I" is filled in in case of a decrease in the authorized capital due to the repayment of a share owned by the company.
Please note: before submitting an application in the form P13001 when reducing the authorized capital, you must report this to your tax office in the form P14002 and publish the notice twice in the State Registration Bulletin. The dates of both publications are indicated on Sheet B.
Other changes to the Charter. With other changes to the Charter, only the title page and sheets "M" are filled out.
If you need to report several changes to the Charter at once (for example, OKVED codes and legal address), then you can fill out all the relevant sheets in the application form R13001. The state duty in this case is paid in the same amount - 800 rubles.
In addition to the application itself in the form P13001, the package of documents for registering changes to the Charter includes:
Additionally, in the case when a change in the legal address of the LLC is being processed, the tax inspectorate may request documents confirming the right to use the premises (a lease agreement, a letter of guarantee from the owner or a copy of the certificate of ownership), although these documents are not in the mandatory list of Article 17 of the Law “On State Registration ".
The receipt for the state duty indicates the applicant's data, you can fill out the receipt through the service on the website of the Federal Tax Service.
The authenticity of the applicant's signature on Form P13001 must be must be notarized. The notary mark is affixed on page 3 of sheet "M".
And finally - about the deadlines for submitting documents on amendments to the Charter to the tax office. Article 5 of the Law "On State Registration" establishes a period of three working days for reporting changes to the Unified State Register of Legal Entities only for information that is not related to a change in the Charter. Formally, there are no deadlines for submitting information in the form P13001, but in practice, a period of three working days is also observed for it.
Legal entities quite often have to make any changes to the charter of the organization. The legislation establishes the obligation of companies to notify the tax authorities of the amendments made. For this, form P13001 has been developed. Let us consider in more detail in which cases it must be submitted and how to fill out this form correctly.
Form R13001 (2018) approved by order of the Federal Tax Service of Russia No. MMV-7-6 / dated 01/25/2012. Appendix No. 4 of this document provides an application form, and Appendix No. 20 contains requirements for its execution.
According to existing legislation, an application for the registration of changes must be executed if the amendments being made have legal meaning for third parties. In particular, this document must be prepared when:
This list is not exhaustive, as some other amendments to this fundamental document also need to be notified to the tax authorities.
Form P13001 consists of 23 pages: a title page and several applications, numbered with letters from "A" to "M". It is necessary to fill in only the title page and pages intended for making appropriate adjustments. Each page must be numbered consecutively in a special field. The first page will always be the title page, and then all the rest filled out. Blank pages are not required.
You can fill out the form by hand or on a computer. When filling out by hand, you must use black ink and write in block letters. There should be only one character per cell.
You can download the new P13001 form (free in xls) at the end of the article.
Depending on what information in the charter changes, different pages of the form are filled out. However, the title page must be completed in any case. To get started, look at the sample of filling out the new edition of the charter - form P13001 must be filled out starting from the title page.
When changing the name of a legal entity, the current name is indicated on the title page, and the new name in full and abbreviated form is indicated on sheet "A". Also in this case, Appendix “M”, consisting of three pages, must be filled out.
A notice of a change in legal address must be prepared if the address has been changed in the charter (postal code, region - subparagraphs 2.1 and 2.2 are required. If they are not filled out, the registration authority may refuse to register. In addition, please note: for Moscow and Petersburg, subparagraphs 2.3-2.5 do not need to be filled in).
So, when changing the address, the title page, appendices "B" and "M" are submitted to the tax authorities.
If the charter of the organization lists some specific types of activities, and the company's management decided to introduce new types of production or services, the tax authorities should be notified about this. In this case, a change in OKVED codes is issued. To do this, fill out the title page, applications "L" and "M". Appendix "L" consists of two pages. The first page reflects the new OKVED codes that must be entered into the Unified State Register of Legal Entities. The second page lists those codes that need to be excluded. When changing the OKVED code, you need to indicate the old code on page 1, and the new one on page 2. If the organization expands its activities, then only page 1 is filled out. If it reduces, then only the second page needs to be submitted.
Please note that if the organization's charter contains the phrase: "The company may carry out other types of activities not prohibited by law," then you can add new OKVED codes using form P14001.
The creation of a branch or representative office must be notified using the application in question, if any other changes are made to the articles of association. To do this, the title page and applications "K" and "M" are filled out. If no changes are made to the constituent documents, form P13002 is used.
All companies established before 07/01/2009 must re-register the charter. Such an obligation is established by Federal Law No. 312-FZ of December 30, 2008. The charters of those companies that have not re-registered will be valid in parts that do not contradict the law until such time as there is a need to make any changes to the constituent document. At present, almost all companies have brought their documents in line with Law No. 312-FZ. But those who have not yet gone through this procedure will sooner or later face this need. In this case, you will need to fill out the title page by ticking the second paragraph, and Appendix "M".
When changing the size of the authorized capital, the title page, appendices "M", "B" are filled in and, depending on which category the business entity belongs to, data should be entered on the following pages:
If the authorized capital has changed due to the redemption of the company's share, sheet "I" is filled out.
If it is necessary to make any other amendments to the constituent document, the title page and Appendix "M" are submitted to the tax authorities.
When applying, you must submit:
As for the deadlines for filing a notification, they are not established by law. But in practice, a period of three days is observed from the moment of making amendments to the constituent document.
The application form for amendments to the constituent documents is unified, its form is given in the order of the Federal Tax Service dated 01/25/2012 (as amended on 05/25/2016) No. MMV-7-6 / [email protected] The form consists of the cover page of the application and attachments, which are filled out only if the company has the appropriate grounds. Applications are represented by sheets marked with letter codes. Each page has its own purpose, depending on the purpose for which form 13001 is filled out.
An application is made in the following cases requiring a change in the charter:
To draw up form 13001 (change of legal address or other reason), you must first make adjustments to the information reflected in the application in the constituent documentation. If the content of the charter does not change, the application must be drawn up according to a different template - P14001.
Text elements in the application must be written in legible capital letters. Each symbol is indicated in a separate cell. If filling is done by hand, only black ink can be used. If it is impossible to enter the whole word in one line, the hyphen is not necessary, the word is divided into two lines. If there is no space left in a line to indicate a break between words, the next line must start with a space.
Form P13001 for changing the legal address cannot contain corrections, blots, strikethroughs are not allowed. You need to print the document only on one side of the sheet. The field reserved for official notes is not filled in by the applicant, it does not require dashes or other symbols. Form 13001 2018 is certified by the applicant's handwritten signature, the document is certified by a notary.
Submission of an application to the registering authority to change the charter is possible provided that the applicant has paid the state duty (except in cases of bringing the charter in line with the law). The receipt of payment of the fee must be attached to the application form.
Filling out form 13001 begins with the design of the title page:
Form 13001, sample 2018, requires that the name of the company and its forms be entered without abbreviations. The set of applications that need to be issued depends on the type of changes being made. For each change in the charter, Form 13001 will contain a cover page and sheets that are required for compilation in a particular case. For example, when changing the name of the company, you will need to attach an application marked with the letter “A” to the title page.
In our case, form 13001 (change of address) will consist of the following pages:
When form 13001 is drawn up (you can download the form below), it is necessary to indicate new address data on sheet “B”. Be sure to enter the correct information about the index and code of the subject of the Russian Federation, which relate to the new address.
Form 13001 for changing the legal address is submitted simultaneously with the decision of the participants to change the address, a receipt for payment of the state duty and a new version of the charter, or amendments to it (Article 17 of the Law on State Registration dated 08.08.2001 No. 129-FZ). Although the law does not require any additional documents to be attached to the application, it is better to supplement this package with documentation confirming the change of location. Read more about this.
Form 13001 new (2018) must contain sheet "M" as an attachment. This sheet contains information about the applicant:
The application form ready for submission must be numbered, there should not be blank pages - if there is no need to fill out any sheets, they are excluded from the application. Through numbering is put down in a three-digit format, starting from 001. It is important that the signature on the form must be notarized. Note that on sheet M (p. 3), the last name, first name and patronymic of the signatory must be filled out by hand in the presence of a notary, as well as put the signature itself, therefore, after filling out the entire form, leave the last page blank - you will fill it out in the notary office.
The charter of legal entities is the main document on the basis of which the organization operates until liquidation. In order for the Charter to remain relevant at any time, it is required to amend it within the time limits specified by law using the established form P13001.
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The first step in changing the charter is to confirm the decision of the head with the appropriate order. If there are several executive persons, then the decision is applied at the general meeting and confirmed by the minutes. It is allowed to make a decision alone, if the others have given their consent.
The next step is to make the appropriate changes, for example, a new name, the amount of the authorized capital, adding OKVED, transferring the business to a new address, etc. A tax officer can accept both a completely updated charter and additions drawn up in a separate document.
Then the head informs about the change in the charter in the form P13001, his signature certifies the document.
It is also confirmed by a notary (the service is paid), for this you will need to provide:
At the end, the applicant pays a fee of 800 rubles and transfers the documents along with the check to the tax officer.
Document of the Federal Tax Service No. ММВ-7-6/ [email protected] the form p13001 is defined. It is required during the execution of changes that are associated with constituent documents.
The paper is the same for all legal entities, and any other forms of business must use.
When making changes in the form, not all sheets are filled out:
The standard format requirements are as follows:
On the first page, the PSRN and TIN of the company will be filled in without abbreviations. The form of ownership and the name are indicated in full. Particular attention on the first page is required to be given to paragraph 2.
The box is ticked by those who are going to change the constituent documents in accordance with Federal Law No. 312 of 2008. Then the pages of the form are filled in, which correspond to the changes in the charter.
A sample of filling out a new form p13001 when amending the Charter in 2019:
The simplest change is to update the name. To do this, on page A, it is enough to enter the full name in the first paragraph, and the abbreviation, if any, in the second paragraph.
When a legal entity changes its address, sheet B is drawn up. For correct registration, you need to know the index and code of the subject of the Russian Federation. The address is entered in specially designated columns.
When the head draws up the fields from the third to the sixth, he enters the abbreviations established by the order. When filling in columns 7, 8 and 9, the full names of address objects are used, abbreviations are not allowed.
When a manager or trustee submits the form, they are required to attach official papers. When the company is the owner of the property where it is located, a certificate of ownership is additionally submitted. Those who rent an office must receive a letter of guarantee from the owner.
If there have been changes in the authorized capital, page B is drawn up. First, the method of capital formation that the head chose when registering the organization is indicated. Then the type of change is prescribed, that is, in which direction the capital changes (more or less).
In the middle, the new value of the authorized capital is written. It is filled in taking into account the basic rules for numbers and fractional values: the sum before the point is equated to the right edge, and to the left after the point.
If there are no kopecks in the authorized capital, it is not required to put zeros after the dot. Items 4-5 are designed to reduce capital. If the amount increases, these sections remain empty.
Article 5 of the Law "On State Registration" establishes that the head has 3 days to inform the Unified State Register of Legal Entities about changes.
However, there is no exact timeframe for applying to the Tax Inspectorate. Presumably, the manager has the right to submit the form later, but then there will be problems with the unified register.
Form P13001 is an officially approved state paper for amending the Charter of legal entities. It is not required to fill out all the sheets of the document, since the tax service checks only the information that is relevant in an individual situation.
Changes to certain provisions of the current civil legislation that directly relate to legal entities were made at the beginning of September 2019. In accordance with them, all organizations must put in order all the constituent documentation. In particular, special attention should be paid to the Articles of Association of the LLC.
Forms P13001 and P14001 are submitted to the territorial regulatory authorities involved in the state registration of enterprises and individual entrepreneurs.
To understand the key features of this documentation, it is necessary to refer to the procedure for making changes, to the characteristic differences in forms, to specific cases of registration, as well as to the list of required papers for the implementation of relevant measures.
Each organization in the course of its professional activities may undergo certain changes, including the following:
Such changes must be, without fail, marked in the unified state register of legal entities, which includes all information about organizations engaged in entrepreneurial activities in the regions of the Russian Federation.
The register is maintained by representatives of the tax service. The information provided in the database must be up-to-date. That is why, if certain changes occur in the enterprise, then the information must be promptly changed.
It is worth paying special attention to the fact that if there have been changes in the LLC, then the management of the organization should not separately notify the territorial bodies of the FSS and the PFR about this. In these organizations, all information is received automatically. In case of refusal to register changes, certain administrative penalties may be imposed on the organization.
Organizations whose heads are citizens of the Russian Federation do not have to notify the territorial tax inspectorates of the following changes:
The tax office receives information from the migration service within 5 working days and makes all amendments to. If the changes were made out of time, then the person concerned can file a free-form claim with the FMS for the inclusion of false information in the register.
All changes that an organization must necessarily notify tax officials about can be conditionally divided into two subgroups: related to constituent documentation or not related to it. To provide information about the first type of changes, form P13001 is being prepared, and about the second - P14001.
Those companies, which include foreign participants, must, in addition to the above cases, notify of a change in such persons of the following information:
Changes made by the heads of organizations to the Unified State Register of Legal Entities can be considered all changes within the company that are carried out even without amending the current constituent documentation. The inclusion of information in the register is due to the fact that all relevant information must be necessarily reflected in a special database based on the provisions of the current legislation.
Making appropriate changes to the register should be accompanied by the preparation of a certain package of documentation, its certification by a notary public and submission to the territorial office of the tax inspectorate.
The changes that are made to the Articles of Association of the organization represent the characteristic changes that take place within the organization. With such changes, the management of enterprises should take care of editing the data and registering the changes made in the inspection. Within this framework, new information should be supplemented not only by the Charter, but also by the Unified State Register of Legal Entities.
The corresponding process is similar to the changes made directly in the Unified State Register of Legal Entities. The only exception is that another form of the application form must be completed with the addition of a special list of amendments and payment of the state fee in full.
It is necessary to change the Charter of an LLC immediately after the implementation of registration changes that directly relate to the organization. In accordance with the provisions of federal law, registration changes are carried out by a branch of the Federal Tax Service, which is located at the place of actual registration of a legal entity or at the place of residence of one of the founders.
Appropriate changes are made to the Charter without fail in the following cases:
Changes to the LLC are made on the basis of a special decision, which is adopted within the framework of the founding meeting of the enterprise. If there is only one founder in the organization, then he makes the appropriate decision independently. It is worth noting that the new version of all constituent documentation must be drawn up on the basis of established office work norms.
All sheets of the Charter must be necessarily numbered, stitched and glued with a paper seal, on which an imprint of the organizational seal and the signature of the head are affixed. Among other things, it is very important to indicate the actual number of pages in the document. The drawn up Charter is registered at the tax office located at the place of permanent registration of the LLC.
To register a new document in the territorial inspection, it is necessary to prepare the following package of accompanying papers:
It is important to note the fact that all changes in the Articles of Association of the enterprise must be necessarily previously reflected and approved by all participants of the limited liability company within the framework of the organizational meeting.
Forms P13001 and P14001 are filled out in a certain established order. To understand the features of each document, it is necessary to understand how the papers in question differ.
P13001 is an application for state registration of changes that are made to the constituent documentation for a legal entity. The compilation of the form is carried out only in cases where changes are made to the constituent documents that become effective for third parties from the moment the tax service representatives actually register.
Also, this form can be used when making changes to the Charter of the enterprise or to the authorized capital. Article 52 of the current civil code of the Russian Federation acts as a direct basis for the implementation of these operations. In some cases, other provisions of the law may apply.
As for the P14001 form, it is an application for making changes to the information about the legal entity, which is contained in the state register of enterprises. The document is prepared if the organization intends to correct the information that was previously entered in the unified state register.
The difference lies in the fact that the form in question can be applied only in cases where no changes are planned to the charter. Filling is carried out when the actual address changes within the same region, in case of a change in the constituent composition of the enterprise or when drawing up an agreement on the sale of shares in a notarial order.
Many business leaders are interested in the question of whether it is possible to submit the considered forms at the same time. This can be done both at the request of the organization itself, and at the request of representatives of the territorial tax service.
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