Standard charters for legal entities have been approved. Model charter LLC - who can use it For state registration of a legal entity, model charters

Model charter of an LLC from the Federal Tax Service in 2018

The charter of an LLC is a constituent document containing the norms and provisions of the law that the company and its participants must comply with. As a rule, when registering, the founders develop a multi-page document, although the mandatory information of the charter can fit on two or three pages. The model charter of an LLC on the website of the Federal Tax Service is designed to simplify the registration of a company, but the procedure for its implementation was delayed.

After being excluded from the list, the procedure for the interaction of participants among themselves and with the head of the company is reflected only in the charter of the LLC. At the same time, although the charter is developed for the registration and activities of a particular company, its provisions must comply with the requirements of the Civil Code and the law "On Limited Liability Companies".

Article 12 of the Law "On LLC" contains information that must be spelled out in the text of the charter. This is the name and location of the legal entity (), size, rights and obligations of participants (including the right to withdraw), transfer of a share, information about management bodies, etc.

In addition, the charter must comply with the imperative, i.e. having no choice, the norms of the law and the Civil Code of the Russian Federation. There are also dispositive norms - the provisions of the charter, which are adopted at the request of the founders. Thus, there is much in common between the individual statutes of different organizations.

Please note: a model charter is understood to be a non-standard, often used option, such as ours. This is an official document developed by the Ministry of Economic Development and approved by the tax service.

What are the advantages of standard statutes? According to the FTS, there are several of them:

1. Founders do not need to spend time or money on the services of professional registrars to develop an individual charter.
2. The tax inspector will not have to read the multi-page charter filed for registration and verify it for compliance with the law. As a result, the risk due to improper paperwork will be reduced.
3. The original model charter is developed by the Ministry of Economic Development. If the founders declared the registration of the company on the basis of such a document, then the text of the charter cannot be forged.
4. Counterparties and other interested parties, knowing that the organization operates on the basis of a model charter, will not each time request a copy of the constituent document.
5. If necessary, participants can switch from a standard charter to an individual charter.

How to register an LLC based on a model charter

Everything is quite simple here - a model charter, as a document, does not need to be submitted during registration either in paper or in electronic form. It is only necessary to note in the special fields of the new form R11001 that the company will operate on the basis of one of the options developed by the Ministry of Economic Development.

The fact that during registration it is possible to apply the model charter of an LLC has been said more than once on the website of the Federal Tax Service, but the practical possibility will appear only after the official approval of the variants of the model constituent document. In addition, a new application form, P11001, must be adopted.

A new form P11001 is being developed along with other forms for state registration. It was assumed that these documents would be approved in 2016, but the initial deadlines are shifted without explanation. The model charter of an LLC has not yet been posted on the website of the Federal Tax Service before its approval. The only thing that can be done is to familiarize yourself with the options for charters posted on the official portal of regulatory legal acts.

Types of model charters

First, a single version of a standard document was prepared for all founders of limited liability companies. Having received feedback during the public discussion, the developers decided to prepare as many as 4 variants of model charters:

• No. 1 - for companies created by more than 15 founders;
• No. 2 - for an LLC with a single founder;
• No. 3 - with a ban on leaving the society;
• No. 4 - allowing the exit of the participant.

For companies created by a single founder (and there are a majority of such companies in Russia), there is no need to prescribe the procedure for convening general meetings. If there are several participants, then the possibility of leaving the LLC is important.

The fact is that the LLC is obliged to pay him the actual value of the share within three months from the date of receipt of the application. But in such a short period of time, it is sometimes problematic to give out a significant amount to a withdrawing participant if the money is invested in a business. That is why for companies with a large authorized capital, the option with a ban on exit is relevant.

In addition, different types of charters provide for different opportunities for the alienation of a share (sales to third parties and inheritance rights). These provisions are approved at the request of the participants, i.e. are dispositive norms.

However, if the founders choose one of the options developed by the Ministry of Economic Development, then they do not have the right to change its wording, but must accept all the provisions as a whole. For example, option number 3 not only prohibits the exit of the participant, but also to a third party. The transfer of a share to an heir is also prohibited.

Thus, before marking any type of constituent document in the P11001 form, one must first carefully study the text developed by the MED. If none of the variations of the charter of the founders is completely satisfactory, then it is necessary to prepare its own version, which must comply with the law.

And once again about typical statutes, now briefly and most importantly:

1. It is possible to register an LLC on the basis of a standard constituent document only after the adoption of the new form P11001 and the approval of the options by the Federal Tax Service.
2. Draft standard documents are available for review on the official regulatory legal acts portal.
3. When registering, a model charter does not need to be submitted to the Federal Tax Service Inspectorate in paper or electronic form. The choice is confirmed by filling in specially designated fields in the application.
4. If you register an organization by selecting a model charter, you can later switch to an individually developed document. To do this, you must submit to the registration authority an application P13001, the decision of the participants, your own version of the charter and confirmation of payment of the state duty for 800 rubles.

As soon as the Model Charter of an LLC is published on the website of the Federal Tax Service, we will immediately inform you. Subscribe to our newsletter so you don't miss new articles.

Among the most noteworthy legislative initiatives of recent years is the introduction of mechanisms for the application by Russian entrepreneurs of standard charters of economic companies. What are these documents? How can they be used?

A model charter for an LLC is a constituent document of a business entity that business owners have the right to use in order to simplify the procedure for state registration of the Company, as well as to regulate its activities. At the legislative level, the introduction of mechanisms for applying the model charter of an LLC in the legal field of the Russian Federation has been carried out since 2014. But only in 2018 is expected the final consolidation of these mechanisms in regulations. Accordingly, after that, the practical application of the model charter will be possible.

Its main advantages can be called:

• the possibility of using a simplified document instead of an individualized charter, the preparation of which may require significant efforts and funds from business owners (since the legislator puts forward a number of strict requirements for such a charter);
• minimizing the risk of the Tax Service refusing to register an LLC on the basis of incorrect wording in the charter (when using a standard one, this is simply impossible, since the wording in it will a priori comply with the law);
• no obligation to submit a model charter to the Federal Tax Service when registering a company - it is enough in the registration form only to refer to the fact of its use in the economic activities of an LLC (while an individualized document must be submitted to the department).

Thus, the model charter, as conceived by the legislator, is, in fact, a nominal constituent document, the presence of which is not required in a separate form. At the same time, its legal force is higher than that of an individualized charter. A model charter is written into the law, and business owners declare their readiness to follow its provisions, which are equal in legal force to the norms of the law. Thus, a model charter is obligatory for execution by a business company in the same way as other norms of federal legislation are obligatory.

In turn, an individualized charter is a source of norms at the local level. The provisions in it should not be contrary to the rules of law with greater legal force. In particular, those that are enshrined in federal law.

Let us now study how the practical application of the model charter can take place. Let us consider the mechanisms within which registration of an LLC with a model charter can be carried out.

It should be noted that these mechanisms should not be considered completely official, since they, as well as the procedure for the participants in legal relations within their framework, have not yet been approved at the level of normative acts. But their content quite logically follows from the current legislation, as well as from the practice of using traditional mechanisms for registering LLCs by business owners.

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Practical application of the model charter: LLC registration

The application of a model charter by business owners in practice is possible within 3 main scenarios:

1. Directly at the registration of a new company.
2. When the owners of an existing business decide to switch from a standard to a traditional charter.
3. When the owners of an operating company decide to switch from a traditional to a model charter.

The first scenario assumes the implementation of the usual procedure for registering an LLC, but within its framework, a registration form will be used - R11001, which may reflect the fact that the company prefers to work according to a model charter. In addition, it is expected that the founders of firms will be obliged to refer to the fact of following the model charter in the decision to establish an LLC.

In the second scenario, firm owners are likely to need to:

• make a decision at the general meeting of founders that the company wants to start working on a model charter;
• send to the Tax Service an application in the prescribed form for a change in the Unified State Register of Legal Entities about a legal entity (most likely, this will also be form P14001, which may include sections for indicating information about the transition of an economic entity to a model charter);
• inform certain authorized persons (for example, a bank if the terms of the loan agreement require the company to inform the lender about changes in the constituent documents) that the LLC will follow the model charter.

In the third scenario, firm owners are likely to need to:

• develop an individualized charter;
• make a decision at a general meeting of owners that the company will not work on the basis of a model charter, as well as that a traditional one will be applied;
• send to the Federal Tax Service a document on changes (form P13001), a decision of the general meeting, the text of the new charter, a document on the transfer of duty.

Of course, these mechanisms will operate in the order considered only presumably. In any case, even after the adoption of the necessary norms at the legislative level, it will be extremely useful for business owners to seek advice from representatives of the Federal Tax Service when switching to a model charter (or during the initial registration of a company under it). Later, when the enforcement mechanism for applying the model charter is debugged, the actions of businesses can already become more autonomous.

Free preparation of documents for registration of an LLC and convenient online accounting are available to you on the My Business service.

At the moment, the final version of the model charter of an LLC has not yet been approved at the legislative level. But the contents of the bill, according to which the document in question is most likely to be adopted, can be found on the page http://regulation.gov.ru/projects#npa=50223 on the website of the Government of Russia.

As soon as this draft law is adopted, after that, at the level of departmental orders, a mechanism will be implemented to inform the Federal Tax Service about the procedure for receiving a desire from taxpayers to work under the new charter. Interested parties, primarily the founders of business companies, will be able to obtain information on how to apply the document in question in practice by contacting the Tax Service.

At the same time, no specific deadlines for the final adoption of the relevant legislative initiatives are yet known. Regulatory agencies have not yet given any official comments on this issue. But it is legitimate to expect them in the near future.

The main factor in the implementation of the legislative initiatives under consideration is the goal set by the Government of Russia, which is to ensure the high positions of our country in international ratings related to entrepreneurship - for example, in the Doing Business rating. One of the criteria for establishing a high place in it is the ease of registration of a legal entity. The ability to use a model LLC charter obviously contributes to this simplicity. Therefore, the Russian Government is obviously interested in the emergence of an appropriate legal mechanism in the foreseeable future, as well as in the rapid formation of sufficient business experience in using it (and the experience of the Federal Tax Service in controlling this procedure).

II. Powers

5. The Federal Tax Service exercises the following powers in the established field of activity:

5.1. exercises control and supervision over:

5.1.1. compliance with the legislation on taxes and fees, as well as regulatory legal acts adopted in accordance with it, the correctness of the calculation, the completeness and timeliness of the payment of taxes, fees and insurance premiums, and in cases provided for by the legislation of the Russian Federation, the correctness of the calculation, the completeness and timeliness of the payment other obligatory payments to the corresponding budget;

5.1.5. compliance by residents (with the exception of credit institutions, non-credit financial institutions provided for by the Federal Law "On the Central Bank of the Russian Federation (Bank of Russia)") and non-residents of the currency legislation of the Russian Federation, the requirements of acts of currency regulation and currency control bodies (except for control over currency transactions, associated with the movement of goods across the customs border of the Eurasian Economic Union, with the importation of goods into the Russian Federation and their export from the Russian Federation), the compliance of currency transactions carried out, not related to the movement of goods across the customs border of the Eurasian Economic Union, with the importation of goods into the Russian Federation and their export from the Russian Federation, the terms of licenses and permits, as well as compliance by residents who are not authorized banks with the obligation to notify the tax authorities at the place of their registration of the opening (closing, changing details) of accounts (deposits ) in banks located outside the territory of the Russian Federation, and submit reports on the movement of funds on such accounts (deposits);

5.1.6. compliance with the requirements for cash registers, the procedure and conditions for its registration and use;

5.1.7. completeness of accounting for cash receipts in organizations and individual entrepreneurs;

Information about changes:

By Decree of the Government of the Russian Federation of February 5, 2016 N 75, subparagraph 5.1 was supplemented with subparagraph 5.1.10

5.1.10. execution by organizations running sweepstakes and betting shops, as well as organizing and conducting lotteries, sweepstakes (mutual betting) and other risk-based games, including in electronic form, of the Federal Law "On countering the legalization (laundering) of proceeds from crime, and Financing of Terrorism" in terms of recording, storing and presenting information on transactions subject to mandatory control, as well as on the organization and implementation of internal control;

5.2. produces in the prescribed manner:

Information about changes:

The regulation was supplemented by subparagraph 5.2.13 from October 4, 2017 - Resolution

5.2.13. certificates of registration of a person performing operations with benzene, paraxylene or orthoxylene;

Information about changes:

The regulation was supplemented by subparagraph 5.2.14 from October 4, 2017 - Decree of the Government of the Russian Federation of September 23, 2017 N 1142

5.2.14. certificates of registration of an organization engaged in operations with middle distillates;

Information about changes:

The regulation was supplemented by subparagraph 5.2.15 from June 26, 2018 - Decree of the Government of the Russian Federation of June 14, 2018 N 678

5.2.15. certificates of registration of a person performing operations for the processing of middle distillates;

5.3. carries out:

5.3.1. state registration of legal entities, individuals as individual entrepreneurs and peasant (farm) enterprises;

5.3.5. issuance of special stamps for marking tobacco and tobacco products produced in the territory of the Russian Federation;

Information about changes:

By Decree of the Government of the Russian Federation of November 3, 2014 N 1138, subparagraph 5.3 was supplemented with subparagraph 5.3.9

5.3.9. state supervision over the activities of self-regulatory organizations organizers of gambling in betting shops and self-regulatory organizations of organizers of gambling in sweepstakes;

5.3.11. accreditation of branches, representative offices of foreign legal entities (except for representative offices of foreign credit institutions);

Information about changes:

The regulation was supplemented by subparagraph 5.3.12 from October 13, 2018 - Decree of the Government of the Russian Federation of October 3, 2018 N 1181

5.3.12. functions of a certification center to provide participants in electronic interaction with certificates of keys for verifying electronic signatures in cases established by the legislation of the Russian Federation;

5.5. leads in order:

5.5.6. the Unified State Register of Legal Entities, the Unified State Register of Individual Entrepreneurs and the Unified State Register of Taxpayers;

Information about changes:

Decree of the Government of the Russian Federation of June 30, 2014 N 594 The Regulation was supplemented by subparagraph 5.5.12

5.5.12. unified register of lottery terminals;

Information about changes:

Decree of the Government of the Russian Federation of July 3, 2014 N 615 The Regulation was supplemented by subparagraph 5.5.13

5.5.13. register of disqualified persons;

Information about changes:

By Decree of the Government of the Russian Federation of November 3, 2014 N 1138, subparagraph 5.5 was supplemented with subparagraph 5.5.14

5.5.14. the state register of self-regulatory organizations of organizers of gambling in betting shops and the state register of self-regulatory organizations of organizers of gambling in sweepstakes;

5.5.15. state register of accredited branches, representative offices of foreign legal entities;

Information about changes:

Decree of the Government of the Russian Federation of November 12, 2016 N 1173 The Regulation was supplemented by subparagraph 5.5.17

5.5.17. register of fiscal drives;

Information about changes:

Decree of the Government of the Russian Federation of November 12, 2016 N 1173 The Regulation was supplemented by subparagraph 5.5.18

5.5.18. register of expert organizations;

5.6. informs taxpayers, payers of fees, payers of insurance premiums free of charge (including in writing) about applicable taxes, fees and insurance premiums, legislation on taxes and fees and regulations adopted in accordance with it, the procedure for calculating and paying taxes, fees and insurance premiums, the rights and obligations of taxpayers, payers of fees, payers of insurance premiums, the powers of tax authorities and their officials, and also provides tax reporting forms and explains the procedure for filling them out;

Information about changes:

The regulation was supplemented by subparagraph 5.6.1 from July 20, 2017 - Resolution

5.6.1. notifies, in accordance with the established procedure, the self-regulatory organization of the organizers of gambling in bookmaker's offices about the discovery of facts of violation by the organizer of gambling in the bookmaker's office of the requirements established by Article 6.2

5.7. carries out, in accordance with the procedure established by the legislation of the Russian Federation, the return or offset of overpaid or overcharged amounts of taxes, fees and insurance premiums, as well as penalties and fines;

5.8. accepts in accordance with the procedure established by the legislation of the Russian Federation:

Information about changes:

Decree of the Government of the Russian Federation of April 13, 2016 N 300 The Regulation was supplemented by subparagraph 5.8.2

5.8.2. acts on the termination of permits issued to residents within the limits of authority provided for in subparagraph 5.1.5 of this Regulation, with the exception of permits issued by the Central Bank of the Russian Federation or its territorial office, in cases provided for by the currency legislation of the Russian Federation;

Information about changes:

Decree of the Government of the Russian Federation of November 12, 2016 N 1173 The Regulation was supplemented by subparagraph 5.8.3

5.8.3. decisions to revoke permission to process fiscal data;

5.9. establishes (asserts):

5.9.5. form of certificate of registration with the tax authority;

5.9.6. the form of the decision of the head (deputy head) of the tax authority to conduct an on-site tax audit;

5.9.9. the form of submission by tax agents to the tax authority of information on the income of individuals and the amounts of accrued and withheld taxes for the tax period;

5.9.11. the form of submission to the tax authority by the tax agent of information on the amounts of income paid to foreign organizations and taxes withheld for the past reporting (tax) period;

5.9.12. an application form for the refund of withheld tax on income paid to foreign organizations;

5.9.13. the form of submission to the tax authority by the bodies issuing licenses (permits) in accordance with the established procedure for the use of objects of the animal world, for the use of objects of aquatic biological resources, information on the licenses (permits) issued, the amount of the fee payable under each license (permit), as well as information about the timing of the payment of the fee;

5.9.14. the form of submission by organizations and individual entrepreneurs that use wildlife objects on the basis of a license (permit) for the use of wildlife objects to the tax authorities at the place of their registration of information about the licenses (permits) received for the use of wildlife objects, the amount of the fee payable, and the amount of fees actually paid;

5.9.15. a list of documents submitted by organizations and individual entrepreneurs to the tax authority for offsetting or refunding fees for unrealized licenses (permits) for the use of wildlife objects;

5.9.16. the form of submission to the tax authorities by organizations and individual entrepreneurs that use objects of aquatic biological resources on the basis of a license (permit) for the use of objects of aquatic biological resources, information about the obtained licenses (permits) for the use of objects of aquatic biological resources, the amount of the fee payable in the form one-time and regular contributions;

5.9.17. the application form for registration with the tax authority of the taxpayer when fulfilling the production sharing agreement;

5.9.18. the form of a certificate of registration with the tax authority of the taxpayer when fulfilling a production sharing agreement;

5.9.19. the form of submission by the bodies carrying out state registration of vehicles, information about vehicles registered or deregistered in these bodies, as well as about the persons on whom vehicles are registered;

5.9.21. forms of notifications about opening (closing) of accounts (deposits) in foreign currency (in the currency of the Russian Federation) and about changing the details of accounts (deposits) in foreign currency (in the currency of the Russian Federation) in banks outside the territory of the Russian Federation;

Information about changes:

By Decree of the Government of the Russian Federation of May 27, 2006 N 318, paragraph 5.9 was supplemented with subparagraph 5.9.22

5.9.22. a form of notification of the existence of accounts in banks outside the territory of the Russian Federation, opened in accordance with permits, the validity of which has ceased;

5.9.23. the procedure for informing taxpayers, payers of fees, payers of insurance premiums and tax agents of information about changes in the details of the relevant accounts of the Federal Treasury and other information necessary to fill in instructions for the transfer of taxes, fees, insurance premiums, penalties and fines to the budget system of the Russian Federation;

5.9.24. the form of a receipt confirming the receipt of funds for the payment of taxes, fees, insurance premiums, issued by the local administration to taxpayers (tax agents), payers of fees, payers of insurance premiums;

Information about changes:

By Decree of the Government of the Russian Federation of June 6, 2007 N 351, paragraph 5.9 was supplemented with subparagraph 5.9.29

5.9.29. the form of the bank's notification to the tax authority about opening or closing an account, about changing the account details;

Information about changes:

By Decree of the Government of the Russian Federation of June 6, 2007 N 351, paragraph 5.9 was supplemented with subparagraph 5.9.31

5.9.31. in agreement with the Central Bank of the Russian Federation, the form and procedure for the provision of information by banks at the request of the tax authorities;

Information about changes:

By Decree of the Government of the Russian Federation of June 6, 2007 N 351, paragraph 5.9 was supplemented with subparagraph 5.9.33

5.9.33. the procedure for the interaction of tax authorities on the execution of orders for the retrieval of documents;

Information about changes:

By Decree of the Government of the Russian Federation of June 6, 2007 N 351, paragraph 5.9 was supplemented with subparagraph 5.9.34

5.9.34. upon agreement with the Central Bank of the Russian Federation, the procedure for monitoring the fulfillment by credit institutions of the obligations established by the Tax Code of the Russian Federation;

5.9.36. forms and procedure for filling out forms of tax declarations (calculations), as well as formats and procedures for submitting tax declarations (calculations) and documents attached to them in accordance with the Tax Code of the Russian Federation in electronic form (in agreement with the Ministry of Finance of the Russian Federation);

5.9.37. forms and formats of documents provided for by the Tax Code of the Russian Federation and used by tax authorities in the exercise of their powers in relations regulated by the legislation on taxes and fees, as well as the procedure for filling out forms and sending and receiving such documents on paper or in electronic form via telecommunication channels if the powers to approve them are not assigned by the Tax Code of the Russian Federation to another federal executive body;

Information about changes:

By Decree of the Government of the Russian Federation of March 9, 2010 N 135, paragraph 5.9 was supplemented by subparagraph 5.9.38

5.9.38. forms of applications, notifications, messages submitted during state registration of legal entities, peasant (farm) enterprises and individuals as individual entrepreneurs;

Information about changes:

By Decree of the Government of the Russian Federation of March 9, 2010 N 135, paragraph 5.9 was supplemented by subparagraph 5.9.39

5.9.39. requirements for the execution of documents submitted to the registration authority;

Information about changes:

By Decree of the Government of the Russian Federation of March 9, 2010 N 135, paragraph 5.9 was supplemented by subparagraph 5.9.40

5.9.40. the form and content of the document confirming the fact of making an entry in the Unified State Register of Legal Entities or the Unified State Register of Individual Entrepreneurs;

5.9.41. the procedure for the applicant or a notary to send documents to the registration authority using public information and telecommunication networks, including the Internet, including the federal state information system "Unified Portal of State and Municipal Services";

Information about changes:

By Decree of the Government of the Russian Federation of June 4, 2012 N 552, paragraph 5.9 was supplemented by subparagraph 5.9.42

5.9.42. the procedure for interaction between registration authorities at the location of legal entities being reorganized and created as a result of reorganization;

Information about changes:

Decree of the Government of the Russian Federation of July 3, 2014 N 615 The Regulation was supplemented by subparagraph 5.9.43

5.9.43. forms and procedure for providing interested persons with an extract from the register of disqualified persons and a certificate of absence of the requested information;

5.9.44. forms and formats of applications and documents used in the course of accreditation, amendments to the information contained in the state register of accredited branches, representative offices of foreign legal entities, termination of accreditation of a branch, representative office of a foreign legal entity operating in the territory of the Russian Federation (with the exception of a representative office of a foreign a legal entity operating in the field of civil aviation and representative offices of foreign credit institutions);

5.9.45. forms and formats for the submission to the tax authority by the Central Bank of the Russian Federation, the federal executive body that performs the functions of providing public services and managing state property in the field of air transport (civil aviation), information on accreditation, on the decision taken on accreditation, amendments to information contained in the state register of accredited branches, representative offices of foreign legal entities, the termination of accreditation, the decision to terminate the accreditation of representative offices of foreign credit institutions and representative offices of foreign legal entities operating in the field of civil aviation, information on the number of foreign citizens who are employees of the respective representative offices , other information to be included in the register;

5.9.46. the form of the document on making an entry in the state register of accredited branches, representative offices of foreign legal entities;

5.9.47. the procedure for accreditation, making changes to the information contained in the state register of accredited branches, representative offices of foreign legal entities, termination of the accreditation of a branch, representative office of a foreign legal entity operating in the Russian Federation, a list of documents submitted by a foreign legal entity along with an application for accreditation, on amendments to the information contained in the register, termination of accreditation (except for representative offices of foreign credit institutions), and requirements for their execution;

5.9.48. the procedure for creating, operating and maintaining the state register of accredited branches, representative offices of foreign legal entities and providing information from it, the composition of the information contained in it, as well as the composition of the information to be posted on the information and telecommunication network "Internet";

5.9.49. the form of an extract from the state register of accredited branches, representative offices of foreign legal entities about a specific branch, representative office of a foreign legal entity or a certificate of absence of the requested information, as well as the procedure for their provision;

5.9.50. forms, formats and procedure for submitting information about a branch, representative office of a foreign legal entity that is accredited or operates on the basis of a permit to open a representative office on the territory of the Russian Federation before January 1, 2015 and whose accreditation or permit, respectively, does not expire before April 1 2015, for entering into the state register of accredited branches, representative offices of foreign legal entities;

5.9.51. forms and formats of documents required to ensure electronic document management in relations regulated by the legislation on taxes and fees, the procedure for filling out forms and the procedure for sending and receiving such documents in electronic form via telecommunication channels, as well as the formats required from taxpayers, payers of fees, payers of insurance contributions of documents submitted to the tax authority in electronic form via telecommunication channels, and the procedure for submitting such documents, if the authority to approve the forms and (or) formats of these documents is not assigned by the Tax Code of the Russian Federation to other federal executive bodies;

5.9.52. grounds, conditions and methods for carrying out the measures specified in paragraph 4.2 of Article 9 of the Federal Law "On State Registration of Legal Entities and Individual Entrepreneurs", as well as the procedure for using the results of these measures;

5.9.53. the form of a written objection to the forthcoming state registration of amendments to the charter of a legal entity or the forthcoming entry of information into the Unified State Register of Legal Entities;

5.9.54. the form of an application of an individual about the unreliability of information about him in the Unified State Register of Legal Entities;

Information about changes:

Decree of the Government of the Russian Federation of November 12, 2016 N 1173 The Regulation was supplemented by subparagraph 5.9.55

5.9.55. an application form for the compliance of the model of cash register equipment with the requirements of the legislation of the Russian Federation on the use of cash register equipment and an application form for the compliance of the fiscal drive model with the requirements of the legislation of the Russian Federation on the use of cash register equipment, as well as the procedure for filling out the forms of these documents and the procedure for sending and receiving specified documents on paper;

Information about changes:

Decree of the Government of the Russian Federation of November 12, 2016 N 1173 The Regulation was supplemented by subparagraph 5.9.56

5.9.56. forms of applications for registration (re-registration) of cash registers and deregistration of cash registers, registration cards for cash registers and cards for deregistration of cash registers, the procedure for filling out the forms of these documents and the procedure for sending and receiving these paper documents;

Information about changes:

Decree of the Government of the Russian Federation of November 12, 2016 N 1173 The Regulation was supplemented by subparagraph 5.9.57

5.9.57. cases, procedure and terms for the provision, in accordance with the legislation of the Russian Federation on the use of cash registers, information and documents in electronic form by organizations, individual entrepreneurs who carry out settlements, and users to the tax authorities through the office of cash registers;

Information about changes:

Decree of the Government of the Russian Federation of November 12, 2016 N 1173 The Regulation was supplemented by subparagraph 5.9.58

5.9.58. methodology for conducting an examination of models of cash registers and technical means of the operator of fiscal data (applicant for permission to process fiscal data);

Information about changes:

Decree of the Government of the Russian Federation of November 12, 2016 N 1173 The Regulation was supplemented by subparagraph 5.9.60

5.9.60. a list of information and (or) documents, forms, formats and the procedure for their provision by the operator of fiscal data to tax authorities in the course of their control and supervision;

Information about changes:

Decree of the Government of the Russian Federation of November 12, 2016 N 1173 The Regulation was supplemented by subparagraph 5.9.61

5.9.61. the procedure for providing tax authorities with access to fiscal data in real time and the provision of fiscal data by the operator of fiscal data at the request of the tax authority;

Information about changes:

Decree of the Government of the Russian Federation of November 12, 2016 N 1173 The Regulation was supplemented by subparagraph 5.9.63

5.9.63. standard additional professional programs in the field of assessing the compliance of cash registers and technical means of the operator of fiscal data (applicant for permission to process fiscal data) with the requirements for them;

Information about changes:

The regulation was supplemented by subparagraph 5.9.64 from July 20, 2017 - Decree of the Government of the Russian Federation of July 10, 2017 N 814

5.9.64. the form of submission by the self-regulatory organization of organizers of gambling in bookmakers to the Ministry of Sports of the Russian Federation and the Federal Tax Service of the list of agreements concluded by members of the self-regulatory organization of organizers of gambling in bookmakers on the use of symbols and names of sporting events (as agreed with the Ministry of Sports of the Russian Federation);

Information about changes:

The regulation was supplemented by subparagraph 5.9.65 from July 20, 2017 - Decree of the Government of the Russian Federation of July 10, 2017 N 814

5.9.65. form of presentation by the self-regulatory organization of the organizers of gambling in betting shops to the Ministry of Sports of the Russian Federation and the Federal Tax Service of information on accepted rates in relation to sports events organized by all-Russian sports federations and professional sports leagues, as well as on paid winnings (in agreement with the Ministry of Sports of the Russian Federation );

Information about changes:

The regulation was supplemented by subparagraph 5.9.66 from July 20, 2017 - Decree of the Government of the Russian Federation of July 10, 2017 N 814

5.9.66. the form of submission by the self-regulatory organization of the organizers of gambling in betting shops to the Ministry of Sports of the Russian Federation and the Federal Tax Service of information on the amount of payable and actually paid amounts of targeted deductions (in agreement with the Ministry of Sports of the Russian Federation);

Information about changes:

The regulation was supplemented by subparagraph 5.9.67 from July 20, 2017 - Decree of the Government of the Russian Federation of July 10, 2017 N 814

5.9.67. the procedure for notification by the Federal Tax Service of the self-regulatory organization of organizers of gambling in betting shops about detected violations by the organizer of gambling in a bookmaker's office of the requirements established by Article 6.2 of the Federal Law "On State Regulation of Organizing and Conducting Gambling Games and on Amendments to Certain Legislative Acts of the Russian Federation" ";

5.14. performs the functions of the main manager and recipient of federal budget funds provided for the maintenance of the Service and the implementation of the functions assigned to it;

5.17.1. carries out the organization and conduct of civil defense in the Service;

5.18. organizes vocational education for employees of the central office of the Service, its territorial bodies and organizations under its jurisdiction, as well as additional vocational education and vocational training in the field of activity of the Service;

Information about changes:

Decree of the Government of the Russian Federation of November 2, 2013 N 988 The Regulation was supplemented by subparagraph 5.18.1

5.18.1. establishes the procedure and terms for attestation of candidates for the position of head of educational organizations subordinate to the Service, and heads of these organizations;

5.19. carries out, in accordance with the legislation of the Russian Federation, work on the acquisition, storage, accounting and use of archival documents formed in the course of the activities of the Service;

5.20. interacts in accordance with the established procedure with public authorities of foreign states and international organizations in the established field of activity;

5.21. carries out, in accordance with the legislation of the Russian Federation and other regulatory legal acts on the contract system in the field of procurement of goods, works, services to meet state and municipal needs, the procurement of goods, works, services in the established field of activity;

5.22. performs other functions in the established field of activity, if such functions are provided for by federal laws, regulatory legal acts of the President of the Russian Federation or the Government of the Russian Federation.

6. The Federal Tax Service, in order to exercise its powers in the established field of activity, has the right to:

6.1. organize the conduct of the necessary studies, tests, examinations, analyzes and assessments, as well as scientific research on the implementation of control and supervision in the established field of activity;

6.2. request and receive information necessary for making decisions on issues related to the established field of activity;

6.3. provide legal entities and individuals with clarifications on issues related to the established field of activity;

6.4. exercise control over the activities of the territorial bodies of the Service and subordinate organizations;

6.5. involve, in the prescribed manner, for the study of issues related to the established field of activity, scientific and other organizations, scientists and specialists;

6.6. apply the measures of a restrictive, preventive and preventive nature provided for by the legislation of the Russian Federation, as well as sanctions aimed at preventing and (or) eliminating the consequences caused by the violation by legal entities and individuals of mandatory requirements in the established field of activity, in order to suppress the facts of violation of the legislation of the Russian Federation;

6.7. create advisory and expert bodies (councils, commissions, groups, colleges) in the established field of activity;

6.8. develop and approve in the prescribed manner samples of uniforms, insignia, certificates, as well as the procedure for wearing uniforms;

Information about changes:

By Decree of the Government of the Russian Federation of July 15, 2009 N 561, paragraph 6 was supplemented with subparagraph 6.9

6.9. establish departmental awards in the prescribed manner, approve the regulations on these awards and the description of awards.

7. The Federal Tax Service is not entitled to carry out regulatory legal regulation in the established area of ​​activity, except for cases established by federal laws, decrees of the President of the Russian Federation and resolutions of the Government of the Russian Federation, as well as the management of state property and the provision of paid services.

The restrictions on the powers of the Service established by the first paragraph of this clause do not apply to the powers of the head of the Service for managing property assigned to the Service on the right of operational management, resolving personnel issues and organizing the activities of the Service.

) is the main founding document that confirms the founding of a new company. A model charter is part of the package of documents required for registering an LLC.

Just a few years ago, entrepreneurs were forced to go through the so-called re-registration procedure, which actually consisted in the development of a new standard LLC charter, in accordance with the changed legislation.

The model charter states:

1. Full (and abbreviated) name of the created legal entity.
2. Legal address of the created legal entity.
3. Passport details of the founders.
4. Activities.
5. Shares of founders
6. Form of payment for the authorized capital
7. Procedure for payment of authorized capital
8. Management bodies of the Company and their competence
9. Legal status of the Company
10. Other organizational issues of the Company's activities.

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Sample charter

Model charter of LLC is a document drawn up in accordance with current legislation and containing all the necessary information about the future company. It is easy to adjust it for your company if your type of activity allows you to use standard charters. Despite the popularity of standard charters, many companies prefer to develop individual charters, taking into account all the features of doing business and the internal structure of the LLC.

The name of the legal entity in the model charter

The name of a legal entity created on the territory of the Russian Federation must be written in the model charter in Russian. In addition, according to Art. 4 of the Federal Law "On Limited Liability Companies" No. 14-FZ of February 8, 1998, the company name of an LLC must contain the full name of the company and the words "limited liability". There can be no other terms and abbreviations reflecting the organizational and legal form of the organization, including those borrowed from foreign languages, in the name of the LLC specified in the model charter.

Also, an LLC has the right to have an abbreviated name, including the words “limited liability” or the abbreviation LLC, and a full and (or) abbreviated company name in the languages ​​of the peoples of the Russian Federation and (or) foreign languages.

Legal address in a model charter

Please note that now, when organizing a company and drawing up its model charter, great attention should be paid to the legal address. The fact is that with the adoption of the Federal Law "On State Registration of Legal Entities" No. 129-FZ of August 8, 2001. the concepts of "legal address" and "actual (or postal) address" coincided. State bodies, working in the "one window" system, receive data on the organization from the Unified State Register of Legal Entities, which is maintained by the registering authority. Accordingly, the only address of the organization that the state authorities know is the address declared during the creation of the LLC in the company's charter. Thus, all official letters and notifications are sent to this address.

What does this mean for entrepreneurs? First of all, by the fact that state non-budgetary funds (the Mandatory Medical Insurance Fund, the Pension Fund, the Social Insurance Fund), having registered the organization, will send the Policyholder's Notice to this address, where the registration number of the LLC in the relevant fund will be indicated. Without knowing your registration number, it will be difficult to submit reports, especially to the FSS. In addition, in our practice there were such cases when inspections of the Federal Tax Service sent notifications to the taxpayers who were late with the submission of reports or who were at fault. Accordingly, such notifications were not received by the taxpayer in time, due to their absence at the specified address. The result was increased amounts of fines and problems with the federal tax service.

Therefore, the legal address must be at least real. It is desirable to own the premises. For example, when creating an LLC, the founder can declare the address of his permanent registration in Moscow (registration address) as the legal address. Subsequently, if the LLC will be classified as a small business, then this address can be left as a legal one. If the activity of the organization is large-scale, then it is in the interests of the organization itself to initially find a permanent premises by concluding an agreement with its owner on the intention to conclude a lease agreement after the registration of the LLC. AT model charter information about the legal address that was indicated in the registration documents is entered.

The size of the founders' shares in the model charter

The size of the authorized capital of the company must be at least one hundred times the minimum wage established by federal law on the date of submission of documents for state registration of the company. Today it is 10,000 rubles. The size of the authorized capital of the company and the nominal value of the shares of the company's participants are determined in rubles. The amount of the authorized capital is contributed to model charter and cannot be reduced or increased without notifying the tax office.

The authorized capital may be paid in cash or property. If property is contributed to the authorized capital, then it requires appraisal. Property worth up to 20,000 rubles can be assessed by the LLC participants themselves, over 20,000 rubles - requires an act of an independent appraiser.

The authorized capital can be paid immediately for 100% before the registration of the LLC, 50% can be paid before the registration of the LLC, and the remaining 50% - within a year from the date of state registration of the LLC.

The President of the Russian Federation V. Putin signed Federal Law No. 209-FZ dated June 29, 2015 “On Amendments to Certain Legislative Acts…”, in accordance with which amendments were made to the Law No. 129-FZ dated August 8, 2001 “On State Registration of Legal Entities… ".

The changes affected the model charter of limited liability companies, which we will consider in this article. We will find out how the model charter is applied, what important points you need to know about this document, how to switch to the model charter or refuse to use it.

At the bottom of the page, the reader can download the 2019 model LLC charter for free.

Model charter of an LLC in 2019

Recall that the law came into force 180 days after its official publication, except for certain provisions that came into force on January 1, 2016.

Law No. 209-FZ of June 29, 2015 “On Amendments to Certain Legislative Acts…” provides for the following:

1. An LLC has the right to act on the basis of a charter approved by its participants or founders or on the basis of a model charter (in accordance with federal law).
2. The approved model charter of an LLC (legal entity) must be posted on the Internet on the official website of the registering authority.
3. If a legal entity uses a model charter, there is no need to provide constituent documents to the registering authority.
4. The period of state registration of legal entities and individuals is carried out within a period of not more than three working days (from the date of submission of documents to the registration authority).
5. The procedure for state registration of changes in connection with the decision of the organization to apply the model charter.

Thus, organizations have the opportunity to choose a standard LLC charter approved by the authorized state body, which is posted on the website of the Federal Tax Service, or act on the basis of their own charter approved by the participants or founders of the LLC.

What else do you need to know about the model charter?

The right of an organization to act on the basis of a model charter developed by an authorized state body was enshrined in the Civil Code of the Russian Federation on September 1, 2014.

Federal Law No. 209-FZ dated June 29, 2015 “On Amendments to Certain Legislative Acts of the Russian Federation Regarding the Introduction of the Possibility of Using Model Charters by Legal Entities” specified the procedure for applying a model charter.

It should be noted that the law affected limited liability companies, and joint-stock companies are not entitled to act on the basis of a model charter.

The model charter does not contain personal data of the organization:

• Name;
• location;
• the size of the authorized capital.

Benefits of using a model charter

Benefits of using a model charter include:

• no need to develop a personal Charter of the LLC, and, consequently, no additional costs for the services of a lawyer;
• there is no risk that the independently prepared Charter will be incorrectly drawn up, respectively, the risk that such a Charter will not be registered with the Federal Tax Service is eliminated;
• the model charter of an LLC does not have a paper form;
• there is no need to submit a Model Charter of a legal entity with a package of documents for registering an LLC. You just need to note in the new P11001 form that the LLC will operate on the basis of a model charter;
• to work with counterparties, it will not be necessary to submit a copy of the Charter to them, it is enough to inform that the organization applies the model Charter.

An LLC can start applying a model charter from the day the limited liability company is established or from the moment a decision is made to switch to a model charter.

Transition to the model charter of LLC 2019

It is best for a new LLC to resolve the issue of a model charter even before registering with the Federal Tax Service. Information about this must be reflected in the decision to establish a limited liability company and in the application for registration of an LLC. As for already existing organizations, they can switch to the application of the model charter at any time.

In any case, in order to switch to the model charter of an LLC in 2019, you will need to perform the following steps:

• approve the articles of association in writing;
• submit the charter to the Federal Tax Service.

It will be necessary to notify the tax service that the organization applies a model charter in its activities. The Federal Tax Service, in turn, will enter information about this into the Unified State Register of Legal Entities. That is, in order to switch to a model charter, an organization must send two documents to the Federal Tax Service:

• the decision of the participants of the LLC on the transition to a model charter;
• application for amendments to the Unified State Register of Legal Entities.

Applying a model charter, the organization saves time and money on the development of the text of the document and its registration. As a result, it will be easier for LLCs operating under a model charter to change data on the location, size of the authorized capital and the name of the organization.

In addition, the absence of a self-developed charter is unlikely to affect cooperation with partners. Instead of providing copies of the bylaws, it may be sufficient to state that the organization is using the model bylaws. The provisions of the model charter can be found on the website of the Federal Tax Service.

Renunciation of the model charter of an LLC

If the LLC does not want to apply the model charter, then at any time you can do the following:

• decide that the organization will no longer operate on the basis of a model charter;
• approve its own charter.

After completing the above steps, it is necessary to provide the tax service with the documents that are needed to register the changes made to the charter of the LLC.

Since 2015, the story with the Model Charter of LLC has continued. Already, the Civil Code of the Russian Federation allowed their use and the Ministry of Economic Development twice developed and made changes to their projects, but the LLC could not use them for work, since they were not approved. And so, in the end, the order of the Ministry of Economic Development of August 1, 2018 N 411 was published, which approved model charters, on the basis of which LLCs can operate.