In the process of activity of every legal person (individual entrepreneur) such moments may appear when there is a necessity to change the name of a legal person, location, or a need in a possible change of the founder, change of the general director, reduction or increase of the registered capital etc. On any changes even not connected with amendments in the foundation documents of legal person, this legal person (individual entrepreneur) should notify a taxation organ at the place of residence in written form within the period fixed by the law.

In other words such legal person (individual entrepreneur) should get through a state re-registration (registration of changes, made in the foundation documents of a legal person, and introduction of changes into the information on the legal person, is contained in Uniform State Register of Legal Entities or in Uniform State Register of Individual Entrepreneurs).

 

The following documents should be provided by the legal person for the state registration of changes into the tax administration at the place of registration:

 

1) A statement on the state registration of changes in the foundation documents of a legal person on the form 13001 (adopted by the Government decree of RF dated June 19, 2002, No 439), signed by the applicant. The applicant’s signature should be certified by a notary. Such statement confirms that the changes, introduced into the foundation documents of the legal person, correspond to the requirements established by the legislation of the Russian Federation, and that the information, which is contained in these foundation documents and in the statement, is trustworthy and the order of making decisions on the introduction of changes into the foundation documents, established by the Federal law, is preserved;

 

2) decision on the introduction of changes into the foundation documents of the legal person;

 

3) changes made in the foundation documents of a legal person (the changes are provided in the redrafted copy of foundation documents);

 

4) a document concerning the payment of State duty (800 rubles).

 

The Federal Tax Service approved «The Methodological Guidelines on Filling-in the Official Forms for Registration of a Legal Person and an Individual Entrepreneur» established by the order No SAE-3-09/16@, dated November 1, 2004, where it is stated that each document containing more than one sheet should be sewn together and numbered at the provision of documents into the registering authority. The number of sheets is confirmed by the signature of the applicant or a notary on the reverse of the last sheet of the document in the place of sewing.

 

The head of the organization or the authorized person may be the applicant.

 

When introducing changes into the Unified State Register of Legal Entities, which concern the legal person, on the data not connected with the introduction of changes into the foundation documents of legal person, for example, the change of general director, a statement signed by the applicant on the introduction of changes into the Public Register on the form 14001, adopted by the Government decree of RF dated June 19, 2002, No 439. The signature of the applicant should be certified by a notary in this statement. The statement should confirm that the introduced changes correspond to the requirements established by the legislation of the Russian Federation, and that the data contained in the statement is trustworthy.

 

At the re-organization of a legal entity in the form of consolidation of another legal entity to it an application should be submitted to the registering authority at the location of the legal person, to which a consolidation is performed on making an entry about business termination of the associated legal person on the form approved by the Government of RF, as well as a decision on the re-organization of the legal person, the agreement on the consolidation, and the transfer act.

 

Submission of documents for the official registration of changes both in the foundation documents of the legal person and introduction of changes into the Official Single Register of Legal Entities concerning the data of a legal person, but not connected with amendments in the foundation documents of legal person, are performed in the same order and terms, which are provided for submission for the registration of a legal person at foundation.

 

In case of introduction of changes on the legal person in connection with the change of location of the legal person, the registering authority makes an entry in the Official Single Register of Legal Entities and sends the registration file to the registering authority at the new location of the legal person.

 

 

In case of the official registration of foundation documents as amended and (or) at the introduction of alterations into the Official Single Register of Legal Entities concerning the data of the legal person, but not connected with the amendments in the foundation documents of legal person, the corresponding entry is made in the Official Single Register of Legal Entities.

 

According to the Civil Code of The Russian Federation alterations of the foundation documents become operative for other parties from the date of their official registration, and in cases, established by law, — from the date of notification of the body, which carries out the State registration, on such alteration. However, legal persons and their founders (participants) may not make reference to the absence of registration of such alterations in relations with third parties relying on these alterations.

 

For example, according to the Federal Law No 161-FZ, dated November 14, 2002 “On the State and Municipal Unitary Enterprises” the alterations in the statute of a unitary enterprise are made by the decision of state authority of RF, public authority of RF subjects or the local government administration, authorized to approve the statute of a unitary enterprise. Alterations made in the statute of a unitary enterprise or a redrafted statute of a unitary enterprise are liable to the official registration in the manner required by the Federal law “On the State and Municipal Unitary Enterprises” for the official registration of a unitary enterprise. Alterations made in the statute of the unitary enterprise or the redrafted statute of a unitary enterprise become operative for other parties from the date of their official registration, and in cases, established by the law, from the date of notification of the body, which carries out the State registration of legal persons.

 

Federal Law “On the Limited Liability Companies” specifies that alterations, made in the foundation documents of the company, are liable to the official registration in the procedure provided for in Article 13 of the stated above law for the registration of the company and become operative for other parties from the date of their official registration, and in cases, established by above law, from the date of notification of the body, which carries out the State registration. Such cases are as follows, according to the law: The company statute should contain the data on its branches and representations. The notifications on the alterations of data on the branches and representations in the company statute are provided to the body, which carries out the State registration of legal persons. The stated notifications on the alterations in the company statute become operative for other parties from the date of notification on such alterations of the body, which carries out the State registration of legal persons.

 

Federal Law of RF dated September 26, 1997 No 125-FZ “On the Freedom of Conscience and Religious Associations” indicates that alterations and amendments, made in the statutes of religious associations, are liable to the official registration in the procedure provided for the registration of religious associations and become operative for other parties from the date of the official registration.

 

In cases established by the federal laws, for example, in case of opening of a new branch or representative office of a legal person, the legal person is liable to provide a notification on the introduction of alterations into the foundation documents on the form 13002, approved by the RF Government decree dated June 19, 2002, No 439, into the registering authority at the location of the legal person signed by the applicant, as well as the decisions on the introduction of alterations into the foundation documents and the alterations. The applicant’s signature should be certified by a notary.

 

At the introduction of changes into the foundation documents of the legal person, the registering authority is liable to make a corresponding entry in the Official Single Register of Legal Entities within the term of not more that five days from the moment of receiving of the stated notification. According to par. 2 of Article 54 of Civil Code of RF the foundation documents should contain the name of a legal person, the place of location, the order of business management of the legal person, as well as other data. The founders are liable to create a legal body in the foundation agreement, define the order of joint activity, conditions on the transfer of their property and participation in its business. The agreement also defines the conditions and the order of distribution of profit and losses among its participants, business management of a legal person, the withdrawal of founders (participants) from their structure.

 

According to par.3 Article 52 of the Civil Code of the Russian Federation alterations of the foundation documents become operative for other parties from the date of their official registration, and in cases, established by law, — from the date of notification of the body, which carries out the State registration, on such alteration.

 

In accordance with the Russian Federation legislation a legal person can terminate the business, and be created by the way of reorganization (transformation, consolidation, separation, spin-off) according to the decision the founders or the authorized organ of legal person, or in certain cases as specified by the law, on decision of the authorized governmental bodies or under the court decision. At the same time there should be an introduction of alterations into the existing documents and their re-registration.

 

Thus, at the consolidation of companies their independent existence is terminated, and a new legal person appears on their base. At the process of consolidation one legal person joins another and, thus, it terminates its existence, and the created in such a way new legal person begins the independent existence.

 

At the separation of the organization on the base of the terminated legal company the legal company terminates its existence in the old business legal structure and new companies arise.

 

 At the separation of the organization from another existing company a new legal person appears, and the company, which is left, continues the existence. At the transformation of the legal person on the base another new person is created.

 

Thus, in four cases out of five a legal person terminates the existence, but in three of them is in separation, consolidation, and transformation, but a new legal body appears (at the consolidation and transformation) or several new legal bodies appear (at separation). At the spin-off we can observe the creation of one or several legal persons.

 

The official registration of legal persons, created by means of reorganization, is carried out by the registering authorities at the location of reorganized legal bodies. In case the location place of legal persons, created at the re-organization, is different from the location place of the re-organizing legal person, the order of interaction of registering authorities is specified by the Russian Federation government. In case if the re-organization causes the termination of activity of one or several legal persons, the registering authority makes an entry in the Unified State Register of Legal Entities on the termination of activity of such legal persons on receiving the information from the corresponding registering authority on the official registration of the recent legal persons, except for such a case, when the re-organization of a legal entity in the form of consolidation from the moment of making an entry in the Unified State Register of Legal Entities on the discontinuation of activities of the person from the consolidated legal persons is considered as completed.

 

Provision of documents of legal persons, created by means of re-organization, is performed in the same order and terms, which are provided for submission for the registration of a legal person at foundation.

 

At the official registration of the legal person, created by means of re-organization, the following documents are provided for the registered authority:

 

– A statement on the state registration of the newly created legal body, created by the re-organization on the form 12001 (adopted by the Government decree of RF dated June 19, 2002, № 439), signed by the applicant. The applicant’s signature should be certified by a notary.

The statement proves that the foundation documents created by means of re-organization of a legal entity correspond the established in accordance with legislation RF requirements to the foundation documents of the legal person of the current legal organizational form, and that the information in these foundation documents and statement on the official organization, are trustworthy, that the transfer act or dividing balance sheet contain provisions on the legal succession of all liabilities of a newly created legal person in regard to all creditors, that all creditors of the re-organizing person are notified in the written form on the re-organization and the questions on the re-organization of the legal person are agreed upon with the corresponding state authorities and(or) local government authorities in the established by law cases;

 

– the foundation documents of every newly created legal person, created by means of re-organization (originals or notarially certified copies);

 

– decision on the re-organization of a legal entity;

 

– agreement on the consolidation in cases specified by the Federal law;

 

– transfer act or a separation balance sheet

 

– a document concerning the payment of state duty.

 

In case if the changes are made in the foundation documents of the legal person, created by means of re-organization, these changes are made, and the official registration of such changes is performed in accordance with the corresponding rules, established by the Federal law “On the official organization of legal persons and individual entrepreneurs”.

 

The official registration of the legal person, created by means of re-organization, is completed in the following way:

 

– re-organization of a legal person in the form of transformation is considered completed from the moment of the official registration of a newly created legal person, and the transformed legal person is considered as terminated the business;

 

– re-organization of a legal person in the form of consolidation is considered completed from the moment of the official registration of a newly created legal person, and the re-organized legal persons are considered as terminated the business;

 

– re-organization of a legal person in the form of separation is considered completed from the moment of the official registration of a newly created legal person, and the re-organized legal person (in the form of separation) is considered as terminated the business;

 

– re-organization of a legal person in the form of spin-off is considered completed from the moment of the official registration of newly created legal persons;

 

– re-organization of a legal person in the form of transformation is considered completed from the moment of the official registration of a newly created legal person, and the transformed legal person is considered as terminated the business. The legislation established some peculiarities of transformation of certain kinds of commercial organizations. Thus, full partnership to the extent that one or more participants remain, should transform into economic companies within six months. A limited partnership at the leaving of all depositors is obliged to re-register into full partnership. Companies with limited and supplementary liability can transform only on the unanimous decision of the company participants into joint stock companies or production cooperatives. Joint stock companies can be transformed by the decision of a general meeting of shareholders into the LLC or a production cooperative. Legislative provisions specifying the order of reorganization of joint stock companies by means of merger, consolidation, separation or spin-off, do not provide the possibility of re-organization of these companies by means of their consolidation with the legal persons or other legal organizational forms (including private limited liability companies) or their separation (split-off) into the joint stock company and a legal person of other legal organizational form. Merger or consolidation of two of several joint stock companies can be performed for the purpose of creation larger companies, and separation (split-off) is used for the purpose of formation of one or several new joint stock companies. 

 

Civil Code of the Russian Federation in the Article 60 sets special guarantees for the creditors of a reorganizing legal person, taking into account that their interests may be affected at any kind of reorganization. Thus, in particular, the founders (participants) or the entity, which made a decision on the reorganization, are liable to notify in written form all the creditors of the reorganizing legal person. A real importance of this liability is that every creditor has the right to terminate the obligations on which the reorganizing legal body is a debtor. However it makes no difference, if it is a one-sided obligation (for example, the bank may demand a pre-term reimbursement of credit) or a two-sided (the requirement of lessor on the termination of leasing agreement and vacation of the leased premise). In all such cases the creditors have the right to claim damages (these may be the losses caused by the pre-term termination of liabilities).