necessity of bringing the constituent documents of limited liability companies in accordance with applicable regulations of the thirtieth came of December two thousand and eight.It was registered by this date the law №312-FZ.Its name - "On Limited Liability Companies".This act was provided re-order company.The need for this procedure interpreted the establishment of compliance of constituent documents of the Company in the rule of law, which are enshrined in this law.The procedure for re-registration LLC developed in connection with the adoption of amendments to the first part of the Civil Code.
main reason why the current legislation was changed, was the introduction of provisions in the already existing legal framework aimed at preventing corporate raiding.The purpose of re-LTD - Improve corporate acts in the field of organization and operation of limited liability companies.Another weighty reason for the re-registration, as reported by some commentators, was the need to remove the registry maintained by the public authorities, one-day firms.However, the timing of the documents are not regulated.In addition, the company who have not passed a new registration are entitled to conduct their activities.
Changes in the constituent documents is governed by regulations.The procedure for re-registration LLC provides:
- the decision of all the participants of the change in the Constitution, in part to bring it into conformity with the law and the Civil Code;
- approval of a new edition of the constituent assembly of the document;
- standard design applications and their certification by a notary.
After that the documents for re-registration must be submitted to the company tax body.The forms, which are issued statements can be downloaded directly from the Federal Tax Service of the Russian Federation.
Procedure re LLC provides a new version of the Charter.For its preparation is necessary to adjust the weight of the items, which touched on the changes.In this regard, in order to save time, it is advisable to turn to professionals who will be engaged in the preparation of documents for a fee.If the participants in the company made the decision to edit their own Charter, it will be necessary to pay attention to a number of rights, which have been approved in the new law.These include:
1. Possibility of concluding agreements on joint actions, which are not reflected in the Charter.This right must be secured in the new edition of the constituent instrument.
2. The ability to protect the party's society.It is reflected in the irregularities relating to the rights of acquisition of shares.
3. The ability to fix prices.This figure is set to share that participants have the benefit of society purchase.And the price does not depend on the amount that will be offered to third parties.
4. Ability unconditional release party of the society, etc.
If the order of re-registration has been broken, and the procedure for amending the existing roster was not completed, buyers of production of such a society do not have the right to deduct VAT in connection with unscrupulous suppliers.Banks can refuse such a company to issue a loan.Financial institutions are exposed to less risk in the event of arrears, if the company has passed the re-registration procedure and its Constitution fully complies with current legislation.
In this regard, it should be remembered that if the company has not passed the procedure of re-registration, that fact may have a negative impact on his future activities.
