What are founding documents for? List of constituent documents of a legal entity

The activity of any legal entity requires a certain package of documents that are documentary evidence of the existence of the organization. These documents are kept by the head, and their copies can be used when concluding contracts, participating in tenders, and making various transactions in relation to the organization itself.

List of constituent documents of a legal entity

Art. 52 of the Civil Code of the Russian Federation provides for a legal entity to have a single constituent document - a charter, which legal entities of any organizational and legal form, with the exception of a business partnership, must have. For a business partnership, the legislation provides for a memorandum of association, the procedure for its execution and content is similar to the requirements for the charter.

The legislation does not provide for other constituent documents in 2016. But the practice of business turnover refers to them as follows:

1. minutes of the general meeting of founders on the establishment of a legal entity;
2. minutes of the general meeting of founders on the appointment of the head;
3. order appointing a director.

We note again that from the point of view of legislation, these are not constituent documents, but in communication with counterparties they can be designated as constituent documents.

Charter of a legal entity

The charter of a legal entity is the only document that regulates the activities of the organization from the goals of creation to the procedure for liquidation. Despite the fact that it does not contain a direct indication of the decision, this document consolidates the will of the founders to create a legal entity and is a generalization of their proposals for organizing its management. The legislation does not limit the range of issues that can be included in the charter of a legal entity, but clearly defines the list of information that must be there. The charter of any legal entity should regulate the following issues:

• The name of the legal entity - both full and abbreviated, and if available, in foreign languages;
• Location information - the legal address of the company, that is, the location of its executive body, in 2016 it is allowed to indicate only the locality where the company is registered, for example, "Russian Federation, the city of Tver";
• Information on the amount of the authorized capital - allows you to determine the limit of liability of the founders;
• Rights and obligations of participants - this section allows you to clearly define what a legal entity can require from its participants and what rights they have when carrying out the activities of this legal entity;
• The procedure for the withdrawal of a participant from the company - ensures the protection of the interests of the participants in the company in the event of alienation of shares;
• Definition of governing bodies - allows you to designate the management structure of a legal entity, the powers of management bodies;
• The procedure for storing documentation of a legal entity - fixes the obligations to ensure the safety of documentation, as well as the rights of the founders to access it.

The remaining items are made by the founders at their discretion. It is advisable for the founders to agree on all issues on its content even at the stage of preparing the charter of a legal entity, since further changes will entail the need for additional costs of both financial resources and time.

Advice: currently, the legislation provides for the possibility of using a model charter for LLC, the form of which is approved by the authorized state body. This form does not contain information about a specific legal entity, therefore, any changes do not require their introduction into the constituent documents. Also, when registering an LLC, it is not required to submit a model charter to the tax authorities, it is enough to indicate in the decision on the creation that a model charter will be used.

At the time of creation, the charter is printed in two copies, stitched and sealed with the signatures of the founders. After that, both copies are handed over with all other documents for registration of a legal entity. After registration, one copy is returned, certified by an employee of the tax authority. From this moment, the legal entity is considered registered and has the right to carry out its activities. The charter is kept by the head of the organization, if necessary, he can make copies of it.

Amendments to constituent documents

As the business develops, situations arise when it is necessary to make changes to the constituent documents, that is, to the charter of a legal entity. The legislation provides for the following cases when the articles of association must be amended:

• Change in the size of the authorized capital;
• Changing the name of a legal entity;
• Changing the types of activities - only if they are specifically named in the charter;
• The emergence or liquidation of a branch - if they were indicated or should be indicated in the charter.

To make changes, it is necessary to make a decision by the general meeting of founders to make certain changes, for example, to change the name, and to make appropriate changes to the charter. In addition, the founders can make other changes to the charter that are necessary in their opinion. For example, they may decide to open a branch of their company there, and the existing charter does not contain provisions on branches and separate divisions. In this case, the founders hold a meeting and make a decision to amend the charter by including a section on branches of the legal entity.

Changes can be submitted to the tax authority both in the form of a list of changes, and in the form of a new version of the charter. The second option is more preferable, as it eliminates the need to attach a lot of additional papers to the charter confirming the changes.

Together with the new charter and the decision of the founders of the legal entity, a special application form No. P13001 is submitted to the tax authority for registration of changes, which is certified by a notary. Amendments to the constituent documents provide for the payment of a state fee, in 2016 its amount is 800 rubles.

Restoration of constituent documents

In practice, sometimes there are situations when the constituent documents of a company are lost, in which case the activities of a legal entity may be in jeopardy, since there is no documentary evidence that such a legal entity exists. In this case, the procedure depends on the circumstances of the loss. For example, if there is every reason to believe that documents have been stolen, then you should first contact the police. In all other cases, it is necessary to submit an application to the registration division of the tax service with a request to issue a duplicate of the charter. Within five working days from the date of application, the tax authorities will make a copy of the charter, which is stored in the file of the legal entity, and issue it to the applicant. It is not required to explain the circumstances of the loss of constituent documents. Also, liability for loss is not provided, it is only necessary to pay the state duty for issuing a copy of the charter in the amount of 400 rubles.

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The constituent documents of a legal entity are the fundamental documents of its existence, therefore, business owners should treat such documents with due attention. The charter of a legal entity will also be required in the event of a decision to terminate activities or exit from business. For example, a person planning will first of all look at the charter of a legal entity, and only then ask to provide. The charter of the organization must be worked out in the smallest detail. Now you can easily find many draft charters, but for a successful business it is necessary to develop a charter for the specific characteristics of the company, taking into account possible development prospects. For example, starting, one should predict possible options for further development, for example, opening a branch network, and take them into account in the company's charter. As practice shows, the more carefully the charter is drawn up, the fewer corporate problems arise in the future, and business owners do not have to be distracted by resolving disputes in the company.

In contact with

The founding documents of an LLC are the hallmark of an enterprise, its passport. This "business package" is provided to almost all government bodies, departments, financial and credit institutions. You will not be able to obtain any permits (licenses, certificates, certificates), open a bank account, receive financing if you do not provide constituent documents upon first request.

As a rule, the head of the enterprise is appointed responsible for the safety and competent maintenance of the constituent document flow.

2. The order for the appointment of the general director determines the person who will be solely responsible for the eligibility of the creation of the company and its functioning. In fact, the General Director is the Applicant on behalf of the company in all institutions and departments, as well as a person authorized to conclude any agreements with counterparties. The order is drawn up on the basis of the Decision (Minutes) on the establishment of the LLC and has the same date. As a rule, the order to appoint the general director follows the first serial number.

3. The Charter of the Society is the main legal document on the basis of which the Society operates. It is compiled on the basis of Federal Law No. 14-FZ of February 08, 1998, therefore, it cannot contradict it in any way. Chapters and articles of any Charter duplicate the content of this Law.

The statute states:

• the name of the enterprise (in Russian and, if desired, in any foreign language and the language of the peoples of the Russian Federation);
• legal address;
• the composition of the founders of the company with full passport details of each and the size of the shares;
• activities of the future enterprise;
• information about funds;
• information about the audit commission;
• audit regulations;
• liquidation and bankruptcy procedures.

The pages of the Charter must be numbered, stitched and sealed with a signature and seal.

4. The founding agreement of an LLC is concluded between the Members of the Company, if their number is more than one. When the Participant is alone, problems, as a rule, do not arise. A person independently decides that he is going to create a business, most likely, he himself becomes a director, he himself conducts all business contacts, he himself is responsible for his actions, in which case. When there are two or more Participants, it becomes necessary to negotiate. And such moments are just spelled out in the Constituent Agreement. In addition, the Memorandum of Association specifies in detail what shares each of the Founders is in the Company and what contribution he makes (in the form of money or a contribution in the form of property), as well as what share of responsibility is assigned to each of the Participants and how it will be expressed in the future, in the event of liquidation of the company. The Memorandum of Association also contains all the passport details of each Founder (with registration).

A sample Memorandum of Association of an LLC is available.

5. In addition to the Order on the appointment of the general director, the company may be required to request the Order on the appointment or assignment of the duties of the chief accountant. If the director of the enterprise is responsible for all decisions made, then the chief accountant is responsible for financial issues together with him. Also, the accountant is responsible for the correct calculation of taxes, accounting, settlements with counterparties and employees of the enterprise.

This order can be drawn up after the registration of the enterprise.

6. The lease agreement, oddly enough, is included in the founding documents of the LLC in 2014. The absence of an agreement can serve as a reason (in particular, they are very fond of this business in banks when opening a current account) to refuse you service if you do not provide them with a valid lease agreement for the premises or a Certificate that you own your own building. In fact, the lease agreement is your document of "propiska". At the address indicated in this agreement, in which case they will come to look for you, check, etc. Therefore, you probably understand how important this document is for registering and similar authorities.

7. Certificates of TIN, OGRN, statistics codes, extract from the Unified State Register of Legal Entities - these documents are created on the basis of the papers you submitted at the registration authority and are issued after, certifying your existence as a full-fledged enterprise.

Here it is - a considerable list of documents that any enterprise must acquire and treat it as carefully as possible (as if it were your own passport).

It is carried out after the submission of the constituent documents of the organization to the IFTS.

The list of forms required for opening a company is established by law. The composition of information is determined by the founders within the framework of the Civil Code of the Russian Federation, the Tax Code of the Russian Federation, Federal Law No. 14 of February 8, 1998 "On LLC".

Based on the data of the constituent documents, the state register () is entered Basic information about LLC:

• Details of a legal entity.
• Information about the shares and their distribution.
• Direction of activities.
• Information about the structure and the executive body.

The documents of the founders also approve other important issues related to the conduct of activities.

The composition of the information of the forms, with the exception of the passport data of the founders, is open to the public and can be obtained by ordering a fee from the registry.

Composition of information of constituent documents subject to registration in the Unified State Register of Legal Entities:

• When opening an organization.
• In case of changes.
• Upon reorganization or liquidation of a person.

Amendments to the constituent forms are subject to registration within the time limits established by law.

Complete list of required documents for LLC

The list of documents submitted for registration did not change in 2016. Innovations touched notarization composition of participants and their shares.

Part mandatory constituent documents includes:

When preparing documents, the question often arises whether the founding document is the founding agreement. The document is drawn up to regulate the main points of joint activities, is not a constituent document (clause 5 of article 11 of the Federal Law "On LLC") and is not submitted during registration with the Federal Tax Service.

The procedure for the development, execution and registration of these documents

Constituent documents are developed before the opening of the organization and in a certain sequence.

Preparing a package of papers for registration begins with the decision to open an LLC and entering it into the minutes - a document designed to record the accepted or rejected decisions of the founders.

decision to open of a company is legally legal to register an LLC only with a full quorum and unanimous consent of the founders.

In the IFTS are presented protocols of founders with decisions:

The founders are one protocol(or the decision of a single participant) with the inclusion of all data or draw up several documents of various contents. The protocol concerning the composition of the founders and the distribution of shares must be signed in the presence of a notary.

Giving legal force to the protocol without a notary is ensured by the quorum and signatures of all participants. About the use of a non-notarial method of confirming a document, it is necessary to have an appropriate footnote in the minutes and the Charter. A decision drawn up by a single participant does not need to be notarized.

The main document of the society, Charter, is compiled by the founders according to standard samples, taking into account the individual characteristics of the enterprise. Document defines :

• Basic details, further included in the application for registration.
• The direction of activity and features of its conduct - the possibility of creating branches, licensing and other nuances.
• The composition of the management, the election of the head and the terms, his duties and rights.
• Presence of an audit body, its powers and reporting.
• Other individual features of conducting activities that do not contradict the law.

Application Form P11001 drawn up by a person authorized by the company. The applicant's signature is certified by a notary. The document states:

• Data about the enterprise - name (short and full), location, contact phone number.
• Information about the founders with indication of passport data.
• Information about the shares, the size of the authorized capital.
• Information about the head and the person who has the right to act on behalf of the company without (in the standard version, the persons are the same). The information of the person's passport is entered.
• The method of obtaining ready-made forms after registration - certificates, extracts.

Registration constituent documents is produced for a fee. The receipt of payment of the fee is attached to the package of papers submitted for registration. Duty charged for public services:

• Entering data about a person in the register of legal entities.
• Registration of the organization for tax accounting.
• Issuance of certificates, TIN, a copy of the Charter with a mark of the tax authority, a record sheet of the Unified State Register of Legal Entities.

The amount of the state fee in 2019 is 4,000 rubles. If there are several founders, the amount is paid by all founders in equal shares (Article 333.18 of the Tax Code of the Russian Federation).

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Form and content

The form of constituent documents depends on the type of document. The following types of papers are submitted to the registration authority.

Founders Protocol

The form of the document is arbitrary in compliance with the mandatory order of execution and structure.

Document indicate date, number, place of compilation, name (for example, Protocol on the appointment of a governing body as a person acting without a power of attorney), composition of persons with passport data, appointment of a secretary.

Mandatory described in detail subject matter and voting by name.

The protocol is signed by the persons participating in the meeting of the founders.

Charter

The document is drawn up in 2 copies, absolutely identical in content and design.

The form contains several mandatory items: details of the company, rights and obligations of participants, management body, audit commission, the amount of the authorized capital and distribution among the founders, the exit procedure. A well-drafted Charter provides legal protection for the founders in the process of doing business.

About the Charter, as one of the main constituent documents of an LLC, see the following video lesson:

Statement

Form P11001 and the procedure for filling it out are approved by law. The document has a significant number of sheets filled out by the applicant for its intended purpose (registration, amendments). The order of filling is made in accordance with the abbreviations established in the Instructions.

Documents drawn up with errors, non-compliance with the norms of the law, are rejected by the registration authority. For each re-submission of documents, a state duty is paid. The tax authority pays special attention to information presented in a distorted form. An entry is made in the register about the presence of false data.

How changes are made to the constituent documents of an LLC

Changing the data of constituent documents must be entered in the register. Correction of data is carried out by the registration authority of the Federal Tax Service on the basis of an application submitted on behalf of a legal entity and documents confirming the change of data.

Peculiarity making changes:

• When correcting the information available in the Charter, in addition to the application, you will need to submit a new version of the Charter or a list of changes made to the Charter.
• If the change concerns information not contained in the Charter (for example, adding new species), the data is corrected only by submitting an application.

Since 2016, the obligation to notarize the alienation of the founders' shares has been established. If the changes relate to the exit of the founder or the sale of part of the share, the application is certified by a notary.

The rules for making changes are described in the following video material:

Recovery order

When lost constituent documents, a legal entity can order a duplicate of certificates. In case of loss along with the documents, the seal is first restored.

For receiving documents will be required:

• Pay the state duty to the budget. The amount is 20% of the amount entered during registration.
• Compile and submit to the IFTS an application indicating the name of the organization, PSRN and TIN of the enterprise and the date of entry in the register, the reasons for ordering duplicates (the main wording is due to their loss), the form of the required document.
• Power of attorney, if the application and receipt of duplicates is carried out by a representative.

If a duplicate is issued by a person entitled to act on behalf of the organization, a power of attorney will not be required.

The topic of our today's conversation is constituent documentation. According to dictionaries, this is a package of papers representing the basis (legal) of the activity of any firm, company, organization and determining its legal status. Since this set is the “calling card” of the enterprise (it is provided to almost all departments, banks, management bodies and registration of LLCs), it is worth paying at least a little attention to it. So, within the framework of this article, we will try to reveal the essence of such a concept as a statutory document, discuss why these papers are so important, consider the procedure and features of their design.

Some terminology

A statutory document is an official paper on the basis of which a legal entity will operate (this can be a charter or memorandum of association). The charter itself is drawn up by the founders. In such a document, a decision is made on the name, legal address, form of business management (naturally, everything is in accordance with the law).

The composition of the statutory documentation

In general, the statutory documents of an organization are business papers, on the basis of which, as already mentioned, any legal entity works. But their composition depends on what organizational and legal form the enterprise will have. Here is the main package:

• charter;
• memorandum of association;
• an order appointing a director;
• order on the appointment of the chief accountant;
• extract from the state register;
• statistics code;
• TIN of the legal entity-taxpayer;
• lease agreement;
• registration number.

According to Art. 52 of the Civil Code (dated 05.05.2014), legal entities (with the exception of carrying out their activities on the basis of the charter, which is approved by the meeting of founders. A business partnership operates on the basis of a constituent agreement, which is concluded by its participants.

Storage Features

All the papers mentioned in the list are contained in a folder that is placed in the head's safe, so it is he who takes full responsibility for the safety of the package. Access to it by unauthorized persons must be limited, since the papers contain the main information about the activities of the enterprise.

Important! Copies of documents certified by a notary are submitted to state bodies. After presenting the package, each statutory document (original) is returned to its place in the folder.

Why is it so important to take all these precautions? The fact is that without the mentioned papers, not a single bank will open an account, the company will not be able to obtain a certificate or license. Although, in fairness, it is worth noting that any lost copy from the workflow is recoverable, it just takes a lot of time. And as you know, time is money.

Let's move on to the next important issue that needs to be considered within the framework of the topic we have touched on.

documents required for company registration

The authorized capital is the amount of money registered in an enterprise that has passed state registration. It determines the minimum amount of property of the company, which is the guarantor of the interests of creditors.

To register the authorized capital, it is necessary to collect the following documents:

1. The company's charter.
2. Memorandum of association or decision to establish.
3. State registration certificate issued by the Ministry of Taxes and Duties.
4. Certificate of registration with the Ministry of Taxes and Duties.
5. Certificate from the State Statistics Committee on the assignment of the code.
6. A document from the bank on opening a personal account.
7. Balance sheet for the last reporting period or a bank certificate on the formation of a charter of 50% for a new company.
8. Order of appointment with a copy of passports.
9. Document on the appointment of the chief accountant with a copy of the passport.
10. Bank document on the receipt of funds as a contribution to the authorized capital.
11. A document signed by the first persons on the state of the authorized capital.
12. Notarized power of attorney for the performer.
13. Appraisal acts of equipment.
14. List of equipment contributed to the authorized capital.

Amount of authorized capital

The size of the authorized capital may be determined by a fixed amount of money. The minimum fund is:

1. For limited liability companies - 10,000 rubles.
2. For non-public joint-stock companies - 100 minimum wages.
3. For public joint-stock companies - 1000 minimum wages.
4. For state organizations - 5,000 minimum wages.
5. For the bank - 300 million rubles.

Formation of authorized capital: documents

The authorized capital is cash, material assets and securities. A limited liability company must pay a share in the authorized capital no later than four months from the date of registration. can be registered without paying the fund. But 50% must be paid within three months from the date of registration. And within a year you need to fully repay the debt.

The formation of the authorized capital is, first of all, correctly executed papers. If property is contributed to the statutory fund, then it is obligatory to have an appraisal act of an independent specialist on its value. The founders themselves cannot change the type of transferred property, its price or the form of transfer without changes in the constituent document. Upon withdrawal from the company, the founder will be reimbursed for his share in the authorized capital, and no later than six months after the closing of the financial year. The right to exit should also be fixed in the charter. Documents on the authorized capital are stored along with the charter and are the basis of the organization's activities.

Change in authorized capital

There are situations when it is necessary to increase the authorized capital. Documents confirming such changes:

1. Application signed by the General Director and certified by a notary (Form Р13001).
2. The new version of the charter - the original in the amount of 2 units.
3. OSU protocol/decision of the sole participant of the LLC.
4. Accounting balance for the past year (copy filed and certified by the director).
5. Receipt for payment of 800 ros. rub. (state duty).

In general, a change in the authorized capital is possible only after its payment. The contribution may be property. If the deposit is paid in this way, then its nominal price is more than two hundred minimum wages. It must pass a monetary assessment by an independent specialist. The decision to increase the authorized capital must be registered, and timely and high-quality primary accounting documents play an important role here.

Changes to the statutory documentation

Registration of changes is very common. The activities of any organization are associated with ongoing changes within it. During the initial registration of a legal entity, it is difficult to foresee all the features of future activities and forms of its organization. Therefore, in the process of work there is a need to make adjustments.

Russian law states that any legal entity that changes its head or legal address, or decides to increase the authorized capital, is obliged to report this to the registration authority within three days.

There are two types of changes to the statutory documents:

1. Change of address, types of activity, name, size of the authorized fund. Such adjustments require their unequivocal introduction into the statutory document flow.
2. Changes in which there is no need to change the statutory documents. Most often this happens when there is a change of director. But they must always be registered.

As you can see, no matter what changes you make to the statutory documents, they require mandatory registration. But here it is necessary to remember some legal subtleties. Sometimes it is possible to get away from the complete re-registration of the company.

Change of the director of the organization

Consider the most frequent changes made to the statutory documents. A change of director or a change in his passport data is subject to registration with the tax authority. This is done within three days from the date of the decision. In this case, it is not necessary to register changes in the statutory documents. If the legal address, authorized capital, founders, name or types of activity change, then it is imperative to reflect this in the workflow.

The statutory document is the main paper, without which no changes can be made at all.

Let's look at what needs to be prepared when changing directors. The package of documents will look like this:

1. Document on state registration of a legal entity.
2. Certificate of entering information about the organization in the Unified State Register of Legal Entities.
3. Paper on tax registration.
4. Charter of the company (last edition).
5. Memorandum of Association (copy of the last edition).
6. Photocopies of documents on the changes made.
7. Passports of directors (new and old).

According to paragraph 1 of Article 19 of the Federal Law of August 8, 2001, a legal entity is obliged to submit to the registration authority at its location a notification of changes in the constituent documents. This notice is in the approved form. It informs about the changes concerning the legal entity. These adjustments must be made to the state register in accordance with the procedure established by the legislation of the Russian Federation.

List of documents defining the legal status of the organization - constituent documents.

A limited liability company is created by one or more founders. The activity of a legal entity is subject to the Civil Code, special laws and internal rules. These rules are established by the founding documents of the LLC. Based on Art. 52 of the Civil Code of the Russian Federation, we can say that constituent documents are a list of documents that determine the legal status of an organization and the legal basis for its activities.

Although the concept of "constituent documents of a legal entity" implies the plural, but according to the law, only the charter of an LLC is included here. After the amendments were made from the middle of 2009, the foundation agreement does not apply to the constituent documents of the company, but it is still necessary to conclude it when registering an LLC by several persons. Why? Let's figure it out.

LLC Charter

According to article 12 of the law "On LLC", the charter is the only constituent document of the company. It contains the identification features of the organization:

• the name of the LLC (full and abbreviated) in Russian, in addition, you can also indicate the name in the language of the peoples of the Russian Federation or in a foreign language
• location (locality where the organization is registered)
• the size of the initial authorized capital

In addition, the charter must include the procedure for the company's activities, the rights and obligations of participants, the procedure for transferring a share in the UK to another person, and other mandatory information.

Since 2014, Article 52 of the Civil Code of the Russian Federation allows you to create an organization on the basis of a model charter. True, the federal tax service has not yet completed the development of standard samples. A model charter does not need to be printed out and submitted for registration to the inspection, it is enough to note in the form Р11001 that the company operates on the basis of one of the approved options. But even after their approval, the founders have the right to develop not a standard, but an individual version of the charter.

Our sample charter includes the provisions necessary for the operation of the enterprise, you can take it as a basis and adjust it as you wish. If in the future you need to change the text, you must inform the registering tax office about making changes to the charter in the form P13001.

A state fee is paid for the registration of changes.

Establishment agreement

Not so long ago, to the question: “What are the constituent documents of an LLC?” there was another answer. These included not only the charter, but also the memorandum of association concluded between the participants. In this agreement, the parties confirm that they are establishing a legal entity for profit, indicate full passport data and the size of shares in the company.

In addition, the agreement describes the procedure for making a share in the authorized capital. The general rule is that the contribution to the MC must be made within four months after the registration of the company. Participants have the right to establish clear deadlines for the payment of shares, as well as sanctions for their violation. The only participant does not conclude an agreement on the establishment, because he has no partners.

Why do we need an Establishment Agreement? Firstly, the obligation to conclude it is enshrined in law: in article 89 of the Civil Code of the Russian Federation and article 11 of the law "On LLC". Secondly, the charter of the 2017 sample does not include information about the participants, so it is impossible to find out from it who is the owner of the company. Thirdly, this agreement is valid for the sale, inheritance, donation of a share in the company, proving the ownership of a particular person.

Let us analyze what exactly is included in the constituent documents of an LLC, from a theoretical point of view. We repeat once again, registration or constituent documents are only the charter of a legal entity, on the basis of which a limited liability company operates.

But if we talk about what is included in the list of constituent documents of the company for practical use, then this is a much more complete list of 2017. Here you can give such a definition - this is complete information related to the registration of a company. Partners, contractors, banks, inspectors, notaries, investors and other interested parties request the following information:

• certificate of state registration of an organization indicating the TIN and PSRN
• certificate of tax registration at the place of legal address
• charter
• founding agreement
• list of participants
• an extract from the Unified State Register of Legal Entities with OKVED codes that reflect the direction of activity
• protocol or decision on the creation of a legal entity
• protocol and order on the appointment of the head
• certificate of assignment of statistics codes
• information on the presence of branches and separate divisions (if any)

As a rule, upon such a request, copies certified by the signature of the head and the seal of the company are presented. In some cases, for example, when opening a current account or when making transactions with shares through a notary, for the authenticity of copies, the originals must also be submitted.

Documents on the establishment of a company must be kept indefinitely, and in case of damage or loss, they must be restored. Official papers, such as state-issued certificates with the registration seal of the IFTS, are issued in the form of duplicates at the request of the head.

Information from the register of legal entities in electronic form can be obtained free of charge using the service of the Federal Tax Service. For a paper version of the extract from the Unified State Register of Legal Entities, please contact the registering inspection, a fee is charged for this. Internal decisions, protocols, orders can be easily restored with the signatures of the participants and the leader.

Organization documents: collect and store

During its work, any business entity (IP or LLC) acquires a huge number of documents: registration, accounting, reporting, personnel, permits, justification and confirmation. And although the 21st century is in the yard, and electronic document management has long fit into business practice, paper documents are still an irreplaceable value. The shelf life of some of them is 75 years, as they say, manuscripts do not burn.

Of course, it is not the historical value of the organization's documents that is of concern, but the fact that the lack of the necessary papers, especially for accounting and personnel, can create difficulties in passing inspections and lead to financial sanctions, in other words, to fines. To avoid financial losses, we advise you to check the completeness of all necessary documents from time to time or entrust this check to specialists:

The obligation to collect and store the organization's documents is established by Law No. 125-FZ of October 22, 2004 "On Archiving in the Russian Federation". According to it, organizations and individual entrepreneurs are obliged to ensure the safety of archival documents, including personnel. The list of archival documents is given in the Order of the Ministry of Culture of the Russian Federation of August 25, 2010 N 558, it consists of 12 sections and contains 1003 points.

Not all of them are related to entrepreneurial activity, so we suggest checking your documentary baggage with the necessary minimum that organizations and individual entrepreneurs should have.

Registration documents of the organization and individual entrepreneur

Let's start with the documents from which, in fact, the life of a legal entity or the acquisition of the status of an individual entrepreneur begins. The list of registration documents of the organization is noticeably larger than for individual entrepreneurs:

1. Charter of a limited liability company. To date, this is the only founding document for an LLC. If changes were made to the charter, it is advisable to keep its previous versions marked “invalid due to the adoption of a new version of the charter dated ___”.
2. Minutes of the general meeting of founders or the decision of the sole participant to establish an LLC. Everything is clear here - this document is an expression of the will of the founders to create a legal entity.
3. List of LLC members. The list must contain up-to-date information about each participant (passport data of an individual or organization data), the size and value of the share of each participant, information about its payment. If there are shares owned by the company itself, then indicate information about them.
4. Certificate of state registration of a legal entity or individual entrepreneur.
5. Certificate of registration with the tax authority (for individual entrepreneurs and LLCs).
6. Record sheet in the Unified State Register of Legal Entities (for LLC) or in the EGRIP (for individual entrepreneurs). Since July 2013, the confirmation of state registration is the entry sheet in the Unified State Register of Legal Entities (or in the EGRIP). Previously, this document was called the Recording Certificate. As for the extract from the Unified State Register of Legal Entities (EGRIP), they do not need to be stored. Usually a bank, a notary, contractors, etc. they request an extract with a limitation period of not more than a month, therefore, if necessary, each time it is necessary to receive it again.
7. Letter with information about statistics codes (for individual entrepreneurs and LLCs). You can get this information without contacting the statistical authorities personally, but through the form on the official website of Rosstat.

Documents of the organization confirming its legal address

When opening a bank account, the bank will require from the client - the organization "information about the presence or absence of a legal entity and its permanent management body at its location." Confirmation of the legal address of the organization can be the following documents (optional):

• Certificate of ownership of the premises in which the LLC is located (if the owner is the founder)
• The lease agreement and the act of acceptance and transfer of the premises, as well as a copy of the certificate of ownership of the premises, certified by the lessor
• Consent of the owner to register an LLC at the home address and a copy of the certificate of ownership of the premises

Such documents are also requested by the tax authorities (during the initial registration of an LLC and subsequent changes in the Unified State Register of Legal Entities) and licensing authorities. For individual entrepreneurs, there are no special documents confirming his address. Enough copy of registration in the passport.

Permitting documents of organizations and individual entrepreneurs for certain types of activities

Here we mean those types of activities for which additional documents are required from public services:

• Licenses for licensed activities
• SRO approvals (for construction companies)
• Confirmation that you have submitted a notice of commencement of activities (in the cases specified in Article 8 of Law No. 294-FZ of 12/26/08)
• Permits from SES and Gospozhdnazor (for shops, catering establishments and hotels)
• Certificates issued for your products or services, etc.

Accounting and reporting documents of organizations and individual entrepreneurs

Accounting and reporting can be accounting and tax. Here we confine ourselves to the fact that accounting is mandatory only for organizations, and tax records are maintained by all taxpayers (including LLCs and individual entrepreneurs). Based on this, the list of documents of the organization is much more significant than that of an individual entrepreneur, due to financial statements.

The accounting documents of the organization include:

• Accounting registers (general ledger, order journals, memorial warrants, account transaction journals, turnover and accumulative statements, accounting books, inventory lists, etc.)
• Accounting statements (balance sheets, profit and loss statements, explanatory notes)
• Working Chart of Accounts
• Accounting policy
• Accounting Correspondence

Documents related to tax accounting (which are maintained by both organizations and individual entrepreneurs) include:

• tax returns
• Books of accounting for income and expenses
• Invoices
• Purchase books and sales books
• Documents confirming the tax loss, the amount of which is carried forward
• Acts of reconciliations with the Federal Tax Service and certificates on the status of settlements with the budget

Primary documents record the fact of business transactions and are the basis for accounting and tax accounting:

• Cash documents and books
• Bank documents
• Orders, tables
• Overhead
• Expense reports;
• Acts on the acceptance and delivery of property and services
• Acts on the write-off of goods and materials
• Receipts, etc.

Contracts and documents confirming their execution:

• Contracts, agreements, contracts, invoice-contracts
• Protocols of disagreements on contracts
• Correspondence, calculations, references, conclusions to contracts and agreements
• Transaction passport
• Liability agreements
• Correspondence about accounts receivable/payable
• Documents on acceptance of work performed (acts, certificates, invoices)

Documents on cash register equipment:

• Cash register passport
• KKT registration card
• Journal of the cashier teller
• Service agreement with the CTO
• Used control tapes
• Fiscal memory drives, etc.

Personnel documents of the organization and individual entrepreneur

Personnel documents are under special attention of tax authorities, funds (PFR, MHIF, FSS) and labor inspectorate (GIT). Sole proprietors in relation to maintaining personnel records have the same responsibilities as employers-organizations.

Here is a list of personnel documents of the organization and individual entrepreneurs that every employer should have.

1. Inner order rules
2. Regulation on the protection of personal data of employees
3. staffing
4. Employment contract with each employee
5. Employee's personal card (T-2 form)
6. Labor books of employees (if the employee is registered at the main place of work)
7. Book of accounting for the movement of work books and inserts in them
8. All documents related to the calculation and payment of salaries and other payments to employees
9. Labor protection instructions for positions (professions)
10. Timesheet and payroll
11. Briefing log (familiarization with instructions)
12. Vacation schedule
13. Orders and orders of the head of personnel
14. Job descriptions for each position (if the contract contains a link to the instruction)
15. Regulations on remuneration and bonuses for employees (if this is not specified in the contract)
16. Regulations on the certification of employees (if certification is carried out)
17. Trade secret clause (if there is such a clause in the contract)
18. Full liability agreement (not for all employees)
19. Shift schedule (if available)
20. Collective agreement (if such an agreement is concluded)
21. Documents on certification or assessment of working conditions of workplaces
22. Labor protection documents
23. Journals and accounting books for personnel (employment contracts, orders, personal files, travel certificates, military registration, etc.).

Terms of storage of documents of the organization and individual entrepreneurs

Usually, an accountant, a personnel specialist, a lawyer, a secretary are responsible for storing documents. It is good when there are several employees, and you can entrust the maintenance and storage of all this documentation to one of them.

And yet, even if the business is small, and the owner has no time to devote a lot of time to this issue, it is necessary to think about the safety of documents. We give the terms of storage of the main groups of documents of the organization and individual entrepreneurs:

Where to store documents of the organization and individual entrepreneur?

If there are few documents, then the easiest way is to create your own archive - store them in a safe (fireproof cabinet) or allocate a separate room for the archive. The law does not provide for specific requirements for the design of the archive, the main thing is that it fulfills its function of collecting and storing documents.

Documents of the last three years, as well as those that are constantly required in work (most often, registration ones) make up the so-called operational archive, therefore they are not laid down for long-term storage. Documents stored for no more than five years, after the expiration of the storage period, must be destroyed by burning or cutting in a shredder.

Other documents with a shelf life of more than five years must be deposited. To do this, they are filed into volumes, with no more than 250 sheets in one volume. Each sheet of the volume is numbered, an internal inventory and a cover are made. Documents can also be transferred for safekeeping to specialized archival organizations, but this makes sense when there are a large number of them.

Responsibility for the safety of documents of the organization and individual entrepreneur

It is necessary to store the above documents, first of all, in the interests of the businessman himself, because their absence makes entrepreneurial activity very difficult (or even impossible). But penalties, in the form of fines, are also provided for by law.

So, for the lack of primary documents for one tax period, a fine of 10 thousand rubles is imposed on officials, and if this led to an underestimation of the tax base, then the fine will be at least 40 thousand rubles.

What to do if documents are lost? Lost registration documents (certificates of state registration and tax registration) or the Charter can be restored by contacting the tax office with an application for a duplicate certificate or a copy of the Charter.

If the accounting or personnel documents of the organization or individual entrepreneur are lost, then a commission should be created to investigate the causes. The fact of the theft of documents must be confirmed by a certificate from the police; natural disasters - a certificate from the Ministry of Emergency Situations; flooding - a certificate from the Housing Office, etc.

Further, the documents, the storage period of which has not expired, will need to be restored. For documents related to the calculation and payment of taxes, you must contact the tax office, and for the payment of fees, respectively, to the funds. The bank can get copies of account statements and copies of payment documents. You can contact counterparties with a request to send copies of contracts, acts, waybills, invoices.

Based on materials: regberry.ru