Snezhinka LLC - Part 3. Federal Law of December 30, 2008 N 312-ФЗ Re-registration, New forms of documents for registration

From July 1, 2009, limited liability companies will act on the basis of the only constituent document - the charter. The articles of incorporation of companies from July 1, 2009 lose the force of incorporation documents. All LLCs from the moment of registration are required to maintain a list of their participants. It will include information about the founders, including information about their addresses, information about their shares and their payment, data on shares that have been transferred to the company.
Limited liability companies need to amend their charter. This must be done no later than January 1, 2010. Changes to the charter come into force from the moment of registration. That is, in the period established by law, you need to have time to not only make changes to the charter, but also register them. Since January 1, 2010 is a non-working day, the end of the term is postponed to the first working day of the year.

Changes in the legislation primarily affected the information contained in the charter:

• on valuation of non-cash contributions to the authorized capital;
• on the procedure for the company to make major transactions;
• about the procedure and consequences of a participant leaving the company;
• the actual value of the share of the leaving participant;
• on the procedure for transferring rights to a share or part of a share in the authorized capital of a company;
• on issues constituting the exclusive competence of the board of directors (supervisory board) of the company, etc.

Summary table of changes in the legislation on LLC.

Changes to the charter must be registered. For state registration of changes, submit the following documents to the tax office:

• an application for state registration of changes ( form 13001 ), a signature on the application, the head of the organization must notarize;
• a decision to amend the charter ( minutes of the general meeting of participants or the decision of the sole founder, participant );
• new edition of the charter ; (filed, stamped and its copy) and a request for a copy of the charter
• payment order for the payment of the state fee in the amount of 400 rubles. for an application for state registration of changes (form 13001)
• payment order for the payment of the state fee in the amount of 200 rubles. for a request for a copy of the charter

Attention may be needed! order an extract from the Unified State Register of Legal Entities to confirm the authority of the General Director for a notary and it will be necessary to pay a state fee of 400 rubles for it.

When a decision to amend the charter is made by the general meeting of participants, at least 2/3 of the total number of votes of LLC participants must be cast for its adoption, unless a larger threshold is established by the charter. If changes are made that provide for the right of a member of the organization to leave the company, other rules apply. For such a decision, 3/4 of the total number of votes of the participants in the company should be cast.

The term of state registration is no more than five working days from the date of delivery of documents to the inspection. After conducting registration activities, the organization will receive a certificate of entry in the Unified State Register of Legal Entities.

Bad people on the Internet are actively trading in new forms of the model charter of LLCs and even new forms of applications! We suppress this activity:

Form No. P11001 “Application for state registration of a legal entity upon creation”
Form No. P12001 “Application for state registration of a legal entity created through reorganization”
Form No. P13001 “Application for state registration of amendments to the constituent documents of a legal entity”
Form No. P14001 “Application for amending information on a legal entity contained in the Unified State Register of Legal Entities”
Minutes of the general meeting of participants
Decision of the sole founder, participant
Charter revised v.1
Charter revised v.2
Charter revised v .3
Revised LLC founding agreement
List of LLC members (simple)
List of LLC participants (complex)

This is the third topic within the same topic:
Snezhinka LLC - Part 1. Step-by-step registration guide.
Snezhinka LLC - Part 2. We consider various aspects of registration and begin to work "> Snezhinka LLC - Part 2. We consider various aspects of registration and begin to work

PS Mogilevsky S.D., Makovskaya A.A. - “New in LLC legislation: commentary on key novels: commentary on key novels” torrents.ru