LawState and Law

The procedure for re-registration of LLC

The need to bring the constitutive documents of limited liability companies in line with the current regulations was born on December 30, 2000. It was this date that the law №312-ФЗ 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 by establishing compliance of constituent documents of such companies with the amended norms of law, which are fixed in this law. The procedure for re-registration of LLC was also developed in connection with the adoption of additions to the first part of the Civil Code.

The main reason why the current legislation was changed was the introduction of provisions into the already established legal framework aimed at stopping raiding. The purpose of re-registration of LLC is to improve corporate acts in the field of organization and operation of limited liability companies. Another weighty reason for re-registration, as some commentators reported, was the need to remove one-day firms from the register maintained by government agencies. However, the terms of submission of documents are not regulated. In addition, societies that have not been re-registered have the right to conduct their activities.

The introduction of amendments to the constituent documents is regulated by regulatory enactments. The procedure for re-registration of LLC provides:

- the decision of all the participants to change the Charter, as far as it is brought into line with the law and the Civil Code;

- approval by the meeting of a new edition of the constituent document;

- registration of standard applications and their certification by a notary.

After that, the documents for re-registration of the LLC must be submitted to the tax inspection body. The forms for which applications are made can be downloaded directly from the site of the Federal Tax Service of Russia.

The procedure for re-registration of LLC provides for a new version of the Charter. For its compilation, it is necessary to correct the mass of points, which were touched by the changes. In this regard, in order to save time, it is recommended to contact professionals who will prepare a package of documents for a certain reward. If members of the society have decided to edit the Charter independently, 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 treaties on joint actions that are not reflected in the Charter. This right must be fixed in the new wording of the constituent document.

2. The ability to protect a member of society. It is reflected in violations relating to the rights to acquire shares.

3. The ability to fix prices. This indicator is set on the share that the members of the company have the advantage of acquiring. And 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 the purchasers of the products of such a company do not have the right to deduct VAT due to the supplier's dishonesty. Banks may refuse such an LLC in the issuance of a loan. Financial organizations are less at risk in the event of arrears if the company has undergone the procedure of re-registration and its Charter fully complies with the current legislation.

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.

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