Change of the name of the company and notification of the Central Bank of the Russian Federation. Actions of the organization after the name change: What to remember to do

In accordance with the latest amendments to the Civil Code (hereinafter - the Civil Code of the Russian Federation, the Code), introduced by Federal Law No. 99FZ of May 5, 2014, from September 1, 2014 the name legal entities, created before the date of entry into force of the changes, are subject to harmonization with the new version of the code at the first change constituent documents such persons. Regarding joint-stock companies, part of the corporate name will change - from JSC and CJSC to PJSC and JSC. However, the state registration of a change in the name in the charter with the Federal Tax Service of Russia is only the first step. In this article, we will consider the next steps of the joint-stock company from the moment the corresponding entry is made in the Unified State Register of Legal Entities.

First of all, we will note the four steps of public joint-stock companies, and then we will consider the actions that are necessary or desirable for any company to take after changing its name.

1. Change the name in the questionnaire on the website of the distributor of information on the securities market.

One of the cardinal differences between public joint-stock companies (PJSC) and other JSCs and LLCs is the obligation to publicly disclose information provided by law. The composition, procedure and timing of information disclosure are governed by the Regulations on Information Disclosure by Issuers of Equity Securities, approved by Order No. 1146/pzn of the Federal Financial Markets Service of Russia dated 04.10.2011 (hereinafter referred to as the Information Disclosure Regulations).

In accordance with paragraph 1.7 of the Regulations on the disclosure of information, when publishing information, the issuer must use the page on the Internet provided by one of the information agencies that are duly authorized to carry out actions to disclose information on the securities market (also distributors of information on the securities market). papers). There are five such authorized agencies in total, and the issuer has the right to choose any agency at its discretion.

When concluding an agreement on the dissemination of information with one of the authorized agencies, the issuer fills in the necessary information, including the company name, in the questionnaire in personal account protected by login and password.

To make changes to the data on the name, legal form or location, the issuer must indicate the state registration number, followed by an entry about the change in the relevant information in the Unified State Register of Legal Entities, and the date of making such an entry.

The term for making changes to the questionnaire is indicated in the regulations of the disseminator of information.

2. Reveal significant fact #50.

In accordance with the Regulations on Information Disclosure, a company is not required to disclose information about a change in the company name. At the same time, for the investment community, counterparties and other interested parties, such information is likely to be useful. In this regard, it would be expedient for public companies to disclose a statement of a material fact about information that, in the opinion of the issuer, has a significant impact on the value of its issue-grade securities (clause 6.2.50 of the Information Disclosure Regulation). The moment of occurrence of the grounds for disclosure of information in this case will be the date of making an entry on the relevant changes in the Unified State Register of Legal Entities.

3. Place on the site changes to the charter, as well as internal documents.

The regulation on disclosure of information (clause 8.4.1) obliges PJSC to publish on its website, as well as simultaneously on the website of the distributor of information (together we will call publication on the Internet) on the securities market, amendments to the charter (charter in new edition). The amended text of the Articles of Association (the text of the new version of the Articles of Association) must be published on the Internet page no later than 2 days from the date of receipt by PJSC of a written notice (certificate) from the Federal Tax Service of Russia on state registration such changes (new version of the charter).

In addition, a PJSC is required to disclose information about the content of its internal documents regulating the activities of the company's bodies, with all the changes and additions made to them. In connection with the change of the company's name, most likely, changes will be made to many internal documents, at least to the fundamental ones. For example, in the provisions on general meeting shareholders, board of directors, board, etc.

Please note that the texts of such internal documents of the company are published on the Internet no later than 2 days from the date of drawing up the minutes (the date of expiration of the period established by law for drawing up the minutes) of the general meeting of shareholders (meeting of the board of directors), at which a decision was made to approve the relevant internal document . That is, the dates of publication of the charter (changes to the charter) and internal documents differ significantly in time.

4. Submit information to the Exchange.

In accordance with the Listing Rules of MICEX Stock Exchange CJSC (Exchange), when changing general information in relation to an issuer whose shares and/or bonds are included in the first level quotation list, or whose shares are included in the second level quotation list, the issuer submits to the Exchange an updated security questionnaire in in electronic format within 10 working days from the effective date of such changes. In this case, the questionnaire may be submitted in relation to any issue of the issuer's securities.

In addition, when changing the name, the issuer must submit to the Exchange within the same period a copy of the amendments to the charter or charter in the new version.

Let's move on to the actions of non-public companies.

5. Disclose the message in the EFRS.

Similar to the previous paragraph, non-public companies that are not required to disclose information in accordance with the Information Disclosure Regulations may disclose a message about a change in name in the Unified Federal Register of Information on the Facts of the Activities of Legal Entities (EFRS) at http://www.fedresurs.ru/.

The inclusion of information in the EFRS is carried out on the basis of sub. m) paragraph 7 of Art. 7.1 federal law dated 08.08.2001 No. 129FZ “On State Registration of Legal Entities and Individual Entrepreneurs” (FZ “On State Registration”). And although the publication of such a message is not required, according to sub. n) paragraph 7 of Art. 7.1 of the Federal Law "On State Registration", a legal entity may publish other information at its discretion.

In accordance with paragraph 3.1 of the Order of the Ministry of Economic Development of the Russian Federation "On approval of the procedure for the formation and maintenance of the unified federal register of information on the facts of the activities of legal entities and the unified federal register of information on bankruptcy and the list of information to be included in the unified federal register of information on bankruptcy" dated 04/05/2013 No. 178, information is subject to entry into the EFRS as a general rule within three working days from the date when the user learned about the occurrence of the relevant fact.

6. Make changes to work books.

The work book is the main document about labor activity and work experience of the employee (Article 66 Labor Code, hereinafter - the Labor Code of the Russian Federation), so all necessary information, including information about a change in the name of the employer, should be entered without fail so as not to create problems for the employee in further employment or, for example, when applying for a pension.

The procedure for maintaining and storing work books is regulated by the Instructions for filling out work books (Appendix No. 1 to the Decree of the Ministry of Labor of Russia of October 10, 2003 No.
No. 69, hereinafter - Instruction).

In accordance with clause 3.2 of the Instruction when renaming an employer on a separate line in column 3 of the section "Information about work" work book an entry is made: “The organization has been renamed from such and such date to such and such”, and in column 4 the reason for the renaming is indicated - an order (instruction) or other decision of the employer, its date and number.

If the Instruction clearly defines the date of the basis for the renaming, which is indicated in column 4 - this will be the date and number of the minutes of the general meeting of shareholders at which the decision was made to amend the charter to rename the company - then the date that should be indicated in column 3 may raise questions. It seems that here it is necessary to be guided by the general rule enshrined in paragraph 2 of Art. 14 Federal Law "On Joint Stock Companies", according to which changes and additions to the charter of the company or the charter of the company in a new edition become effective for third parties from the moment of their state registration. Thus, column 3 will indicate the day the corresponding entry was made in the Unified State Register of Legal Entities.

The Instructions also do not indicate the time period for making changes to work books.

According to clause 10 of the Rules for maintaining and storing work books, preparing work book forms and providing employers with them, approved by Decree of the Government of the Russian Federation of April 16, 2003 No. 225 “On work books”, all records of the work performed, transfer to another permanent job, qualifications, dismissal, as well as awards made by the employer, are entered in the work book on the basis of the relevant order (instruction) of the employer no later than a week. Perhaps, when changing the name of the employer, one should be guided by this paragraph by analogy, since there is nothing more to focus on.

Therefore, an entry in the work book about the renaming of the employer is indicated in column 2 by the date of its actual entry, but no later than a week from the date of state registration of the change in the organization's constituent documents (entry into the Unified State Register of Legal Entities).

As for the need to amend employment contracts (signing additional agreements), this issue has not been resolved. There are two opposing points of view on this issue.

According to the first point of view, there is no need to conclude additional agreements with employees to labor contracts. Based on the meaning of Article 57 of the Labor Code of the Russian Federation, the content of an employment contract can be divided into two parts: information (about the employee and employer) and conditions (mandatory and others).

Information about the employee and the employer, provided for in Part 1 of Art. 57 of the Labor Code of the Russian Federation, which include the name of the employer, must be indicated in the employment contract. However, if at the conclusion of the employment contract it did not include any information and (or) conditions from among those provided for in parts 1 and 2 of Art. 57 of the Labor Code of the Russian Federation, this is not a basis for recognizing an employment contract as not concluded or terminating it (part 3 of article 57 of the Labor Code of the Russian Federation). In this case, the missing information is entered directly into the text of the employment contract, and the missing conditions are determined by the appendix to the employment contract or by a separate agreement of the parties, concluded in writing, which are an integral part of the employment contract.

Thus, the new name of the employer can be entered as missing information directly into the text of the employment contract.

According to the second point of view, it is necessary to conclude additional agreements on amending employment contracts in terms of the name of the employer, because in part 3 of Art. 57 of the Labor Code of the Russian Federation states that it is the missing, and not changed, information that is entered directly into the text of the employment contract.

Thus, since the procedure for introducing amended information into labor contracts of the Labor Code of the Russian Federation is not properly regulated, the employer is forced to decide on his own how to draw up and make the appropriate changes. Most likely, in addition to the legal justification of the issue, employers will make a decision based on the number of employees of the organization and the load on the personnel service.

7. Replace the seal and forms of the organization.

Currently, in the practice of business turnover, the presence of a seal in any legal entity is recognized as mandatory and self-evident. Without such a seal, it is impossible to open a current account in a bank or other credit institution, transactions and other documents being concluded are duly certified (see Determination of the Supreme Court of the Russian Federation of February 20, 1998 No. 58G982), i.e. the seal is an integral element of legal capacity legal entity.

Clause 3.25 GOST R 6.302003 “Unified documentation systems. Unified system of organizational and administrative documentation. Requirements for paperwork, approved by the Decree Gosstandart dated 03.03.2003
No. 65st, in the development of the above Definition of the Armed Forces of the Russian Federation establishes the purpose of the seal: the seal impression certifies the authenticity of the signature official on documents certifying the rights of persons, fixing facts related to financial resources, as well as on other documents providing for the certification of a genuine signature.

According to paragraph 7 of Art. 2 of the Federal Law "On Joint Stock Companies", the company must have a round seal containing its full company name in Russian and an indication of its location.

Accordingly, the organization needs to change the seal imprint, indicating the current name on it. The deadline for making such changes in the legislation is not defined, however, the company can prepare a new seal in advance, but start using it from the moment the corresponding entry appears on the amendments to the organization's charter in the Unified State Register of Legal Entities.

The situation is similar with the forms of documents of the organization: according to clause 3.8 of GOST R 6.302003 “Requirements for the preparation of details of documents”, the name of the organization that is the author of the document must correspond to the name fixed in its constituent documents.

Accordingly, the forms of documents of the organization also need to be replaced with new ones.

8. Update signature and stamp cards (bank cards).

A card with samples of signatures and an imprint of a seal (hereinafter referred to as a bank card) is a mandatory element when opening bank accounts and in other cases established by law. Such cases, as well as the rules for issuing bank cards, are regulated by Chapter 7 of the Instruction of the Central Bank of the Russian Federation dated May 30, 2014 No. 153I “On opening and closing bank accounts, accounts for deposits (deposits), deposit accounts” (hereinafter referred to as the Instruction of the Central Bank of the Russian Federation).

The card is issued in the form of Appendix 1 to the Instruction or in the form established by banking rules and containing information to be included in the card in accordance with Appendix 1 to the Instruction. Such information must include the name of the client (account holder).

In accordance with paragraph 7.11 of the Instructions, a bank card is valid until the termination of the bank or other account agreement or until it is replaced by a new card. A new card is provided to the bank in the cases specified in this clause, including in cases of changing the name and / or legal form of the client - a legal entity.

The presentation of a new card to the bank must be accompanied by the simultaneous submission of documents confirming the authority of the persons indicated in the card to dispose of the funds on the account, as well as documents proving the identity of the person (persons) vested with the right to sign. The Bank is not entitled to accept a new card without presenting the said documents, except for the cases when the said documents were submitted to the Bank earlier and the Bank already has them.

The deadline for issuing a new card is not specified in the Instructions, but, apparently, it is in the interests of the organization to do this as soon as possible. In this case, the sample of the seal imprint affixed by the client in the card must correspond to the seal that the client has, i.e. the impress of the seal must be updated earlier.

9. Notify the Bank of Russia.

In accordance with Section X of the Standards for the Issue of Securities and Registration of Securities Prospectuses approved by the Order of the FFMS of Russia No. 1355/pzn dated July 4, 2013 (hereinafter referred to as the Issue Standards), issuer 1 (or its successor) is obliged to notify the registering authority of the change information provided for by the Standards related to the issue (additional issue) of securities, their issuer and (or) the person who provided security for the issuer's bonds.

According to paragraph 10.4 of the Standards, such information includes, among other things, a change in the full or abbreviated company name of the issuer.

Notification of changes in such information is submitted to the registering authority (Bank of Russia) within 30 days from the date of occurrence of the relevant changes(in case of changing the name of the company, this will be the date of making an entry in the Unified State Register of Legal Entities on state registration of changes to the charter).

Together with a notice of a change in information related to the issue (additional issue) of securities, their issuer (and/or other person mentioned above) shall submit to the Bank of Russia the following: documents confirming the occurrence of the relevant changes:

a copy (extract from) of the decision (minutes of the meeting (session)) authorized person(of the issuer's management body), which made a decision to amend the charter (constituent documents) of the issuer in terms of changing its abbreviated and (or) full company name, indicating the quorum and voting results for the adoption of the said decision;
a copy of the written notice (certificate) of the authorized state body on state registration of changes to the charter (constituent documents) of the issuer;
a copy of the registered changes made to the charter (constituent documents) of the issuer in terms of changing its full and (or) abbreviated company name, location.

The notification is drawn up in the form of Appendix No. 11 to the Standards and must be signed by the person holding the position (carrying out the functions) of the sole executive body issuer, indicating the date of signing and sealed by the issuer.

The text of the notification about changes in information related to the issue (additional issue) of securities by their issuer (and/or other person mentioned above) shall also be submitted to the Bank of Russia on an electronic medium and in a format that meets the requirements of the registering authority.

10. Reissue licenses and disclose notifications about this to the EFRS.

According to Art. 18 of the Federal Law “On Licensing Certain Types of Activities” (hereinafter referred to as the Federal Law “On Licensing”), a license is subject to re-issuance in certain cases, including when a legal entity is reorganized in the form of transformation, change of its name, location address.

Prior to reissuing a license in the event of the occurrence of the above grounds, the licensee has the right to carry out the licensed type of activity, with some exceptions (Part 2, Article 18 of the Federal Law “On Licensing”).

In the event of a change in the name, the licensee (or another person provided for by federal law) in the application for reissuing a license indicates new information about the licensee and the data of the document confirming the fact that the relevant changes have been made to the Unified State Register of Legal Entities.

In connection with the reissuance of a license, it is necessary to publish a corresponding notice in the EFRS, and a separate notice is disclosed for each license.

11. Re-register certificates of ownership for real estate and powers of attorney to perform any actions on behalf of the company, as well as notify counterparties of the name change.

All these actions have one thing in common: their commission is not mandatory for society 2. The organization has the right to reissue certificates of ownership of real estate and powers of attorney to carry out any actions on behalf of the company at its discretion.

When making any transaction, the following documents will be sufficient to confirm the change in the name of the organization (by analogy with the provisions of the Issue Standards):

Extract from the minutes of the general meeting of shareholders (decision of the sole shareholder) on the issue of amending the charter.
A copy of the amendments to the charter, certified by the Federal Tax Service of Russia.
A copy of the certificate of amendments to the Unified State Register of Legal Entities.

Also, a change in the name of a party to the contract is not a basis for termination of obligations or termination of the contract. Therefore, it is possible to send notifications to counterparties about the change of name with the supporting documents specified above, if the contract does not expressly indicate the need to conclude an additional agreement in this case.

1 Art. 2 of the Federal Law "On the Securities Market" No. 39FZ of April 22, 1996, defines the concept of "issuer": it is a legal entity, an executive body of state power, a body local government who, on their own behalf or on behalf of a public legal entity, have obligations to the owners of securities to exercise the rights attached to these securities.

2 P. 7 Art. 3 of Federal Law No. 99FZ states: “Changing the name of a legal entity in connection with bringing it into line with the norms of Chapter 4 of the Civil Code of the Russian Federation (as amended by this Federal Law) does not require changes to title and other documents containing its former name” .

Which amended Chapter 4 of the Civil Code of the Russian Federation, legal entities must make changes to their name and from open joint stock companies (JSC) become joint stock companies (JSC) or public joint stock companies (PJSC). In this situation, a number of fundamental questions arise. Is this change considered a reorganization? Is it necessary to notify the tax authorities at the location separate subdivisions, the place of registration as the largest taxpayer, the FSS of Russia and the PFR? Are these institutions required to issue new registration notices with a changed name? How will this change affect reporting to the Pension Fund of the Russian Federation, the FSS of Russia, tax authorities? How should I report on 2-personal income tax certificates? How are standard and property deductions for personal income tax provided to employees in such a situation? How to calculate the base for the calculation of contributions to extrabudgetary funds? Is it necessary to conclude an additional agreement with each employee to the current contract and make an entry in the work book? Does the company have the right to accept primary documents for goods (services) from counterparties, which indicate the previous name (JSC)? From what date does a company need to use primary documentation with a new name: from the date of making changes to the constituent documents or from the date the tax authority issues a record sheet for such changes? Are there risks of refusal to deduct VAT on an invoice issued by a counterparty for the old name (JSC) after its change (to JSC or PJSC)? Let's analyze the situation.

On September 1, 2014, amendments to the Civil Code of the Russian Federation introduced by Law No. 99-FZ came into force. The law ruled out the division of joint-stock companies into closed and open ones. Starting from the indicated date, joint-stock companies are divided into public and non-public (Article 663 of the Civil Code of the Russian Federation).

According to paragraph 7 of Art. 3 of Law No. 99-FZ, the constituent documents, as well as the names of legal entities established before the date of entry into force of this Law, are subject to harmonization with the norms of Chapter 4 of the Civil Code of the Russian Federation (as amended by this Law) upon the first change in the constituent documents of such legal entities. Consider whether the introduction of amendments to the constituent documents in terms of changing the name from OJSC to JSC or PJSC is a reorganization.

On the presence of signs of reorganization when changing the name of the company and its constituent documents

Article 57 of the Civil Code of the Russian Federation reveals the concept of reorganization through the enumeration of its forms: merger, separation, separation, accession, transformation. At the same time, as a result of the reorganization, a new one is formed and it is carried out by decision of its founders or a body of a legal entity authorized by the constituent documents.

According to paragraph 5 of Art. 58 of the Civil Code of the Russian Federation, when a legal entity of one organizational and legal form is transformed into a legal entity of another organizational and legal form, the rights and obligations of the reorganized legal entity in relation to other persons do not change, with the exception of the rights and obligations in relation to the founders (participants), the change of which is caused by the reorganization.

According to the meaning of this norm, transformation implies a change in the organizational and legal form of a legal entity.

In accordance with paragraph 3 of Art. 66 of the Civil Code of the Russian Federation (as amended in force before the entry into force of Law No. 99-FZ), business companies can be created in the legal form of a joint-stock company, a limited liability company or an additional liability company.

By virtue of Art. 20 of the Federal Law of December 26, 1995 No. 208-FZ “On Joint Stock Companies”, a joint stock company (JSC) has the right to be transformed into a company with limited liability(LLC) or production cooperative(PC).

Consequently, the Civil Code of the Russian Federation directly establishes that a joint-stock company is the legal form of a legal entity. At the same time, the reorganization of a joint-stock company is recognized as its transformation only into an LLC or PC.

When the abbreviation "JSC" is replaced in the corporate name of the company with "JSC" or "PJSC", the company remains a joint-stock company, its organizational and legal form remains unchanged. Hence, in the situation under consideration, reorganization does not occur.

In accordance with paragraph 5 of Art. 54 of the Civil Code of the Russian Federation, the name, company name and location of a legal entity are indicated in its constituent document and in the Unified State Register of Legal Entities (EGRLE).

According to paragraph 2 of Art. 96 of the Civil Code of the Russian Federation, the corporate name of a joint-stock company must contain its name and an indication that the company is a joint-stock company.

As indicated by the Federal Tax Service of Russia in a letter dated September 4, 2014 No. SA-4-14 / [email protected], the company name of a non-public joint stock company in Russian must contain the full name of the company and the words "joint stock company", the abbreviated company name in Russian must contain the full or abbreviated name of the company and the words "joint stock company" or "JSC".

Thus, from a legal point of view, changing the indication in the company name to the organizational and legal form of the company is a change in the company name in connection with bringing it into line with the new requirements of the law. This changed company name is fixed in the new version of the constituent documents.

This conclusion is confirmed by a literal interpretation of the wording of paragraph 7 of Art. 3 of Law No. 99-FZ, which states that bringing into line with the norms of Chapter 4 of the Civil Code of the Russian Federation constituent documents are subject, as well as names legal entities. At the same time, this norm does not indicate that legal entities are obliged to carry out reorganization in the form of transformation.

A similar opinion is expressed by individual government agencies. For example, the Federal Air Transport Agency in the letter "Explanations of the Federal Air Transport Agency in connection with the entry into force from September 1, 2014 of the changes made to chapter four of the first part of the Civil Code of the Russian Federation by Law No. and non-public (instead of dividing into open and closed), i.e. the organizational and legal form "joint stock company" is preserved, the name of the types of joint stock company is changed. Consequently, the indication in the company name of the joint-stock company of its type by virtue of clause 1 of Art. 54, paragraph 1 of Art. 663 and Art. 97 of the Civil Code of the Russian Federation, by its legal nature, is not its reorganization (change in the legal form).

Thus, making changes to the name and constituent documents of the company in order to bring them into line with the new version of Chapter 4 of the Civil Code of the Russian Federation is not a reorganization.

On the need to notify the tax authorities, the FSS of Russia and the PFR and on the obligation of these institutions to issue new notices of registration, with a changed name

Notice to tax authorities.

As a general rule, in accordance with paragraph 7 of Art. 3 of Law No. 99-FZ, a change in the name of a legal entity in connection with bringing it into line with the current legislation does not require changes to the title and other documents containing its former name.

At the same time, for the purposes of tax control, the norms of the Tax Code of the Russian Federation are applied.

According to paragraph 3 of Art. 84 of the Tax Code of the Russian Federation, changes in information about Russian organizations are subject to accounting by the tax authority at the location of the Russian organization on the territory of the Russian Federation on the basis of the information contained in the Unified State Register of Legal Entities.

As stated in clause 3.6 of the Procedure, changes in information about organizations are subject to accounting by the tax authority at the location of the organization on the basis of an extract from the Unified State Register of Legal Entities containing the relevant information. The tax authority at the location of the organization that has made changes to the information about the organization contained in the Unified State Register of Legal Entities is obliged to send an extract from the Unified State Register of Legal Entities through communication channels to the tax authorities in which the organization is registered on the grounds established by the Tax Code of the Russian Federation. According to the information received, the tax authorities, in which the organization is registered, make changes to the information contained in the USRN no later than the business day following the day the relevant information is received.

Order of the Ministry of Finance of Russia dated July 11, 2005 No. 85n “On Approval of the Peculiarities of Registration of the Largest Taxpayers” did not establish any special provisions on the taxpayer’s obligation to notify the interregional inspectorate for the largest taxpayers of a change in its name.

Consequently, the taxpayer is not obliged to report to the tax authorities at the location of separate subdivisions, the place of registration as the largest taxpayer about the change in the company name. The specified information is received by the relevant tax authorities through internal communication channels from the tax authority that made changes to the Unified State Register of Legal Entities.

Thus, the company is not obliged to report to the tax authorities at the location of separate subdivisions, the place of registration as the largest taxpayer about a change in its name. Relevant information must be obtained by the tax authorities themselves.

Issuance of a new notice of registration and change of name.

The tax legislation does not provide for the procedure for entering information into issued notices of registration of a taxpayer or issuing new notices in the event of changes in the taxpayer's business name.

As the Federal Tax Service of Russia pointed out in a letter dated September 16, 2014 No. SA-4-14/18715, the procedure for replacing notices of registration with the tax authorities is not provided for by the legislation on taxes and fees. Given the above, when bringing the name in line with the norms of Chapter 4 of the Civil Code of the Russian Federation, it is not required to replace notices of registration with tax authorities on the grounds provided for by the Tax Code of the Russian Federation.

Thus, the tax authorities are not required to issue new notices of registration to the company in connection with a change in the company name.

Please note: the issue of documents to be issued in the event of state registration of a change in the name of a legal entity is considered in the letter of the Federal Tax Service of Russia dated May 7, 2015 No. SA-4-14 / [email protected]

According to these clarifications, when bringing the name of a legal entity and its constituent documents in line with the norms of Chapter 4 of the Civil Code of the Russian Federation in a new edition, paragraph 1 of Art. 17 of the Federal Law of August 8, 2001 No. 129-FZ "On State Registration of Legal Entities and Individual Entrepreneurs".

Based on this norm, the following documents are submitted to the registration authority:

application for state registration of changes made to the constituent documents of a legal entity, in the form No. P13001, approved by order of the Federal Tax Service of Russia dated January 25, 2012 No. ММВ-7-6 / [email protected]"On approval of forms and requirements for the execution of documents submitted to the registration authority during state registration of legal entities, individual entrepreneurs and peasant (farm) enterprises";
a decision to amend the constituent documents of a legal entity or other decision and (or) documents that, in accordance with federal law, are the basis for making these changes;
changes made to the constituent documents of a legal entity, or the constituent documents of a legal entity in a new edition in two copies.

By virtue of the norms of Law No. 99-FZ, when registering changes in the constituent documents of legal entities in connection with bringing these documents into line with the norms of Chapter 4 of the Civil Code of the Russian Federation in the new edition, the state fee is not charged.

The Federal Tax Service of Russia notes that when changing the name of a legal entity, the issuance of a certificate of state registration of a legal entity upon creation, containing its new name, is not provided for by the legislation of the Russian Federation.

After the corresponding entry is made in the Unified State Register of Legal Entities, the Unified State Register of Legal Entities is issued in the form No. Р50007 containing information about the new name of the legal entity.

Simultaneously with the Unified State Register of Legal Entities, a Certificate of registration of a Russian organization with the tax authority at its location in the form No. 1-1-Accounting, approved by order of the Federal Tax Service of Russia dated August 11, 2011 No. YaK-7, is issued containing information about the new name of the legal entity -6/ [email protected].

Thus, during the state registration of changes, the tax authorities are required to issue the Unified State Register of Legal Entities in the form No. P50007 and a new Certificate of registration of the Russian organization with the tax authority at its location in the form No. 1-1-Accounting.

Notification of the FSS of Russia and the Pension Fund of the Russian Federation on the change of name.

This form contains a line about the name of the organization. Accordingly, a situation is not ruled out where, if the taxpayer has an application and notification of confirmation of the right with the initial name of the company, later during the audit, the tax authorities will have questions about the legality of the property deduction, if at the time of the audit the company has a different name.

IN tax code RF, the issue of replacing a notice confirming the right of a taxpayer to property tax deductions when bringing the name of a joint-stock company in line with the provisions of Chapter 4 of the Civil Code of the Russian Federation has not been directly regulated. There are also no clarifications from the regulatory authorities on this issue.

However, there are clarifications regarding the reorganization. Thus, the Federal Tax Service of Russia for Moscow in a letter dated July 19, 2007 No. 28-11 / 069132 noted that the organization that ceased operations as a result of the reorganization and the successor organization registered with the tax authority are two different taxpayers . Thus, a reorganized company is not entitled to provide its employees with notices in which the employer indicates the organization being reorganized.

Since there is no reorganization, the company with a new name has no grounds for refusing to provide a deduction upon receipt of a notification of confirmation of the right to a property deduction with the previous name. At the same time, the right of a taxpayer to receive a property deduction cannot be made dependent on a change in the company name of a tax agent. The risks of filing claims are assessed by the authors as low.

Standard tax deductions.

In accordance with sub. 4 p. 1 art. 218 of the Tax Code of the Russian Federation, the tax deduction is valid until the month in which the taxpayer's income, calculated on an accrual basis from the beginning of the tax period by the tax agent providing this standard tax deduction, exceeded 280,000 rubles. Starting from the month in which the specified income exceeded 280,000 rubles, the tax deduction is not applied.

Tax legislation establishes the specifics of providing a standard tax deduction in a situation where a taxpayer starts working for a tax agent not from the first month calendar year.

According to paragraph 3 of Art. 218 of the Tax Code of the Russian Federation in the event that the taxpayer starts working not from the first month of the tax period, the tax deductions provided for in subpara. 4, paragraph 1 of this article (for children) are provided at this place of work, taking into account the income received from the beginning of the tax period at another place of work in which tax deductions were provided to the taxpayer. The amount of income received is confirmed by a certificate of income received by the taxpayer, issued by a tax agent in accordance with paragraph 3 of Art. 230 of the Tax Code of the Russian Federation (certificate 2-NDFL).

Changing the name of the company does not entail a change in the place of work of employees, therefore, the company, as a tax agent, does not interrupt the calculation of the cumulative total from the beginning of the calendar year of the taxpayer's income in order to calculate the maximum threshold, after which the deduction is not provided.

On the calculation of the base for insurance premiums. On the impact of changes on reporting to the Pension Fund of the Russian Federation, the FSS of Russia, the tax office

The procedure for calculating insurance premiums for payers of contributions making payments to individuals is established in Art. 15 of Law No. 212-FZ. This article provides for the specifics of calculating the base for paying insurance premiums only for cases liquidation And reorganization legal entity (clauses 15, 16, article 15 of Law No. 212-FZ).

Other special rules for calculating the base for insurance premiums, in particular for cases of changing the name of the organization, are not established by this Law.

The Ministry of Health and Social Development of Russia, in a letter dated May 28, 2010 No. 1375-19, indicated that when a legal entity is reorganized in the form of a transformation, a newly emerged organization (JSC), when determining the basis for calculating insurance premiums, is not entitled to take into account payments and other remuneration accrued in favor of employees in reorganized organization (LLC). For a newly created organization (JSC), the base for calculating insurance premiums includes payments and other remunerations accrued in favor of employees starting from the day the organization was created, i.e. from the date of its state registration.

Since there is no reorganization, the name change does not entail consequences for the company in the form of dividing the base for insurance premiums calculated for the periods from the beginning of the calendar year to the date of renaming and from the date of renaming to the end of the calendar year.

Thus, the base for insurance premiums is calculated in the usual way, i.e. from the beginning of the billing period on an accrual basis (clause 3, article 15 of Law No. 212-FZ).

In accordance with paragraph 3, 4 of Art. 10 of Law No. 212-FZ, if the organization was established after the beginning of the calendar year, the first settlement period for it is the period from the date of creation until the end of this calendar year. If the organization was liquidated or reorganized before the end of the calendar year, the last settlement period for it is the period from the beginning of this calendar year until the day the liquidation or reorganization is completed.

However, since there is no reorganization in the situation under consideration, billing period is determined for a company in the generally established manner as a calendar year (clause 1, article 10 of Law No. 212-FZ).

Thus, the submission of separate reports to extra-budgetary funds for the periods from the beginning of the calendar year to the date of renaming and from the date of renaming to the end of the calendar year is not required.

A similar approach is applied to reports submitted to the tax authority.

Article 55 of the Tax Code of the Russian Federation establishes the specifics of determining the tax period in situations where the taxpayer has been reorganized or liquidated. Since in the situation under consideration the company does not reorganize, there are no grounds for applying the provisions of this article. Consequently, tax returns for taxes are filed in the generally established manner at the end of tax periods.

On the need to conclude additional agreements to employment contracts, making entries in the work book

Labor contract.

Article 57 of the Labor Code of the Russian Federation establishes mandatory requirements to the content of the employment contract. At the same time, this article is designed in such a way that the information specified in the employment contract is divided into two types:

1) information;

2) conditions.

According to Part 1 of Art. 57 of the Labor Code of the Russian Federation to information that must necessarily be included in labor contract, include the name of the employer, last name, first name, patronymic of the employee.

The conditions that must be specified in the employment contract include, in particular, the place of work, work function, working hours and rest time (part 2 of article 57 of the Labor Code of the Russian Federation).

Given that the name of the employer is mandatory indicated in the employment contract, in the event of a change in the name of the employer, changes must also be made.

According to part 3 of Art. 57 of the Labor Code of the Russian Federation, if at the conclusion of the employment contract it did not include any information and (or) conditions from among those provided for in parts 1 and 2 of this article, then this is not a basis for recognizing the employment contract as not concluded or its termination. The employment contract must be supplemented with missing information and (or) conditions.

In this case, the missing information is entered directly into the text of the employment contract, and the missing conditions are determined by an annex to it or by a separate agreement of the parties, concluded in writing, which are an integral part of the employment contract.

Article 72 of the Labor Code of the Russian Federation establishes the procedure for amending the terms of the contract. The procedure for making changes to the information of an employment contract (changing the name of the employer, changing the name of the employee) is not established by the Labor Code of the Russian Federation. Clarifications of the regulatory authorities and judicial practice on this issue have not been identified.

Thus, when changing the information that must be indicated in the employment contract, one should be guided by the procedure for indicating the missing information, namely: changes are made to the text of the employment contract, i.e. when changing the company name, the company must conclude additional agreements to labor contracts with employees.

Please note: according to paragraph 7 of Art. 3 of Law No. 99-FZ, a change in the name of a legal entity in connection with bringing it into line with the current legislation does not require changes to the title and other documents containing its former name.

At the same time, Law No. 99-FZ does not disclose what exactly is meant by “other documents”. In our opinion, this provision of Law No. 99-FZ is designed to minimize the burden of registration actions that organizations face in connection with the change in Chapter 4 of the Civil Code of the Russian Federation.

However, in order to bring employment contracts in line with the new legislation, the company does not need to perform registration actions. At the same time, an employment contract is a bilateral agreement that affects the interests of not only society, but also the employee, i.e. it is not a document exclusively of the society itself. In this regard, we believe that the employment contract should not be considered as an “other document” that does not require changes.

Making an entry in the work book.

In accordance with Art. 66 Labor Code of the Russian Federation work book standard pattern is the main document on labor activity and seniority of the employee.

This means that the work book is a document, including ensuring the interests of the employee. For this reason, the previously mentioned rule of paragraph 7 of Art. 3 of Law No. 99-FZ that bringing the name of an organization in line with current legislation does not require changes to title and other documents containing its former name, employment records do not apply. Otherwise, the rights of the employee may be violated.

According to clause 3.2 of the Instructions for filling out work books, if the name of the organization changes during the work of the employee, this is recorded in a separate line in column 3 of the section “Information about work” of the work book: “The organization (the former name is indicated) has been renamed from such and such a date c (new name is indicated)”, and in column 4 the reason for renaming is indicated - an order (instruction) or other decision of the employer, its date and number.

As a general rule, the Instruction for filling out work books obliges the employer to make an entry in the work book about changes in the name of the organization and issue an order to change the name.

On the right of the company to accept from counterparties primary documents for goods (services) in which the former name is indicated

According to paragraph 2 of Art. 9 of the Federal Law of December 6, 2011 No. 402-FZ “On Accounting” among the mandatory details of the primary accounting document are the name of the economic entity that compiled the document (subparagraph 3), the name of the position of the person who made the transaction, operation and responsible for its execution , or the name of the position of the person responsible for the registration of the event (subclause 6).

The name of the economic entity that drew up the document, or the position of the person who made the transaction, implies the inclusion of the company name of the organization in its structure.

When changing the name of the company and state registration of changes made to its charter, the indication of the former name is a violation of filling in the mandatory details of the primary accounting document.

Indication of the former name may entail negative consequences in the form of a refusal by the tax authorities to accept income tax expenses on a formal basis - a discrepancy between the primary documents and the Law on Accounting.

In order to avoid the risks of claims from the tax authorities, consultants recommend making corrections to primary accounting documents in the manner prescribed by accounting legislation if they were received from counterparties earlier. If the primary accounting documents have not yet been received by the company, notify the counterparties of the change in their name and carry out explanatory work so that the counterparties correctly indicate the details in accordance with the new name.

Regarding the need to replace all documents that use the old name of the company, for the period from the date of state registration of changes to the date of receipt of documents confirming the fact of their introduction, the consultants noted the following.

Paragraph 6 of Art. 52 of the Civil Code of the Russian Federation, paragraphs 1–2 of Art. 14 of the Federal Law of December 26, 1995 No. 208-FZ “On Joint Stock Companies” expressly establishes that changes made to the constituent documents of legal entities become effective for third parties from the moment of state registration of constituent documents.

In accordance with paragraph 2 of Art. 11 of the Federal Law of August 8, 2001 No. 129-FZ “On State Registration of Legal Entities and Individual Entrepreneurs”, the moment of state registration is recognized as the entry by the registering body of an entry into the relevant State Register.

According to paragraph 1 of Art. 8 of Law No. 129-FZ, state registration is carried out within a period of not more than five working days from the date of submission of documents to the registration authority, unless otherwise provided by this Law.

By virtue of paragraph 2 of Art. 9 of Law No. 129-FZ, the date of submission of documents during state registration is the day they are received by the registering authority.

At the same time, the registering body, no later than one working day following the day of expiration of the period established for state registration, in accordance with the indicated applicant in the application submitted during state registration by the method of obtaining documents, issues or sends by mail a document confirming the fact of making an entry in the relevant state register ( clause 3, article 11 of Law No. 129-FZ).

From the totality of the above norms, it follows that changes in the name of the company made to the constituent documents become effective for third parties (counterparties) from the date the changes are made to the Unified State Register of Legal Entities.

At the same time, neither Law No. 129-FZ, nor other regulatory legal acts do not contain indications of the date of receipt by the organization of documents confirming the fact of making an entry in the Unified State Register of Legal Entities.

In view of the above, the date of receipt by the company of documents on amendments to the constituent documents has no legal significance for the company and third parties.

In our opinion, after receiving the documents confirming the changes, it is advisable to correct the company's documents issued and received after the date of the changes in the Unified State Register of Legal Entities, containing information about the previous name, reflecting the new information in them.

On the risks of refusing to deduct VAT on an invoice issued by a counterparty to an OJSC after changing its name to “JSC” or “PJSC”

The invoice is the basis for accepting the amounts of tax presented to the buyer by the seller for deduction when the requirements established in paragraphs 5, 51 and 6 of Art. 169 of the Tax Code of the Russian Federation.

According to sub. 2 p. 5 art. 169 of the Tax Code of the Russian Federation, the invoice must include the name of the buyer.

In accordance with sub. "and" clause 1 of Section 2 of Appendix No. 1 to Decree of the Government of the Russian Federation of December 26, 2011 No. 1137 in line 6 the full or abbreviated name of the buyer is indicated in accordance with founding documents.

From the above norms of the Tax Code of the Russian Federation and the Rules for filling out an invoice, it follows that the invoice is filled in in accordance with the constituent documents on the date of its preparation.

According to paragraph 2 of Art. 169 of the Tax Code of the Russian Federation, invoices drawn up and issued in violation of the procedure established by clauses 5, 51 and 6 of this article cannot be the basis for accepting the amounts of tax presented to the buyer by the seller for deduction or reimbursement.

Thus, upon receipt of invoices from counterparties indicating the former name, while the company has made changes to the constituent documents about its name and registered them in the manner prescribed by law, there is a risk that the tax authorities will refuse to accept tax amounts for deduction.

At the same time, the Tax Code of the Russian Federation directly establishes that errors in invoices that do not prevent the tax authorities from carrying out tax audit identify the buyer, are not grounds for refusing to accept tax amounts for deduction (clause 2, article 169 of the Tax Code of the Russian Federation). Since the TIN and other details of the company remain unchanged, the indication of the former name on the invoice does not prevent the identification of the buyer.

Thus, the indication of the former name - "JSC" - instead of "JSC" or "PJSC" can be regarded as a typo or a technical error.

The Ministry of Finance of Russia in a letter dated May 2, 2012 No. 03-07-11 / 130 noted that if there are typos in the invoice in the name of the buyer (capital letters are replaced by lowercase letters and vice versa, extra characters are affixed (dashes, commas), etc. ), but such an invoice does not prevent the tax authorities from identifying the indicated indicators during a tax audit, then such an invoice is not a basis for refusing to accept tax amounts for deduction.

The Federal Antimonopoly Service of the Volga District, in its Decree dated July 14, 2008 in case No. A55-18472 / 07, indicated that the presence of a technical error in writing the legal form of the buyer does not affect the legality of applying the deduction.

Given the presence of positive law enforcement practice, the authors come to the conclusion that the probability of successfully challenging the actions of the tax authority to refuse the deduction on the considered formal basis is high.

Please note: the name of the buyer is also indicated in the purchase book (clause 6 of Section 2 of Appendix No. 4 to Decree of the Government of the Russian Federation No. 1137) and the sales book (subclause "k" of clause 7 of Section 2 of Appendix No. 5 to Decree of the Government of the Russian Federation No. 1137) .

As follows from the Procedure for Completing a Value Added Tax Tax Return (see the procedure for filling out sections 8 and 9 of the declaration), information from the purchase book and sales book is transferred to the VAT tax return, which also reflects the name of the buyer.

Thus, it cannot be ruled out that software the tax authority will reveal a discrepancy between the company's purchase book and the supplier's sales book due to the indication different names buyer. At the same time, a discrepancy between the information in the tax return may serve as a reason for the tax authority to request from the company documents confirming the deductions (clauses 8, 81, article 88 of the Tax Code of the Russian Federation).

Therefore, in order to avoid a refusal to deduct VAT, as well as the need to submit additional documents, it is recommended that the company carry out explanatory work with counterparties about indicating the changed name in invoices.

Other points

Renewal of licenses.

According to Part 1 of Art. 18 of the Federal Law of May 4, 2011 No. 99-FZ “On Licensing Certain Types of Activities”, a license is subject to re-issuance, including in the event of a change in the name of a legal entity.

In accordance with paragraph 1 of Art. 54 of the Civil Code of the Russian Federation, the name of a legal entity contains an indication of its organizational and legal form.

Thus, the indication in the constituent documents of a legal entity of a different organizational and legal form means a change in its name.

However, as follows from Part 7 of Art. 3 of Law No. 99-FZ, changing the company name of a legal entity in connection with bringing it into line with the norms of Chapter 4 of the Civil Code of the Russian Federation does not require changes to title and other documents containing its former company name.

This norm does not specify what refers to “other documents containing its former name”.

On the one hand, the Law is intended to alleviate the situation of subjects entrepreneurial activity forced to make changes to their name not on their own initiative, but in connection with changes in legislation.

Based on this approach, if the indication of the type of company “open” is excluded from the name in order to bring it into line with the new requirements of the Civil Code of the Russian Federation, it is not required to reissue the license.

This approach is supported by some government bodies. Thus, the Ministry of Natural Resources of Russia in a letter dated April 20, 2015 No. 02-11-44 / 9212 noted that changing the name of a legal entity in connection with bringing it into line with the norms of Chapter 4 of the Civil Code of the Russian Federation does not require mandatory renewal of licenses for the use of subsoil containing its former name.

FSTEC of Russia in the information message dated April 10, 2015 No. 240/13/1436 indicated that all licenses issued to organizations before September 1, 2014 by the FSTEC of Russia retain their legal force and their renewal is not required. At the same time, these licenses may be reissued on the basis of applications from licensee organizations in the manner prescribed by the legislation of the Russian Federation.

On the other hand, since licenses are not expressly specified in paragraph 7 of Art. 3 of Law No. 99-FZ, the risk of claims from the relevant government agencies.

For example, the Bank of Russia, in its letter No. 012-33-6/3588 dated April 23, 2015, indicated that, as a general rule, a credit institution is entitled to carry out banking operations only on the basis of a special permit (license) from the Central Bank of the Russian Federation. The introduction of amendments to the charter of a credit institution related to bringing its name in line with the requirements of Chapter 4 of the Civil Code of the Russian Federation entails the replacement of licenses for banking operations.

If the company has licenses to carry out certain types of activities, it is recommended to seek clarification from the authority that issued the license about the need to re-register it in the situation under consideration.

Issuance of disability certificates.

According to part 5 of Art. 13 of the Federal Law of December 29, 2006 No. 255-FZ, for the appointment and payment of temporary disability benefits, the insured person submits a certificate of incapacity for work issued medical organization in the form and in the manner prescribed by the legislation of the Russian Federation.

The form of the certificate of incapacity for work was approved by order of the Ministry of Health and Social Development of Russia dated April 26, 2011 No. 347n.

The procedure and rules for filling out a certificate of incapacity for work are explained in Chapter 9 of the Procedure for issuing certificates of incapacity for work, approved by order of the Ministry of Health and Social Development of Russia dated June 29, 2011 No. 624n.

According to clause 57 of the Procedure, the line “Place of work - name of the organization” indicates the full or abbreviated name of the organization. These data must comply with the constituent documents of the organization.

As has been repeatedly pointed out, changing the company name of a legal entity in connection with bringing it into line with the norms of Chapter 4 of the Civil Code of the Russian Federation does not require changes to title and other documents containing its former company name.

On the one hand, a certificate of incapacity for work can be attributed to other documents containing the former name of the organization. Considering paragraph 7 of Art. 3 of Law No. 99-FZ, the company may accept sick leave certificates with the previous name from employees.

However, in order to avoid the risks of the FSS of Russia refusing to reimburse the funds transferred by the employer to pay for sick leave, after making changes to the constituent documents, we recommend that you conduct explanatory work with employees so that the correct name of the company is entered on the disability certificates.

Federal Law No. 99-FZ of May 5, 2014 “On Amendments to Chapter 4 of Part One of the Civil Code of the Russian Federation and on Recognizing Certain Provisions of Legislative Acts of the Russian Federation as Invalid”.

The procedure and conditions for assigning, applying, as well as changing the taxpayer identification number and the forms of documents used when registering and deregistering legal entities and individuals are approved by order of the Ministry of Taxation of Russia dated March 3, 2004 No. BG-3-09 / 178.

Approved by order of the Federal Tax Service of Russia dated November 13, 2012 No. ММВ-7-6/ [email protected]"On approval of 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".

"On approval of the forms and formats of documents used for registration and deregistration Russian organizations and individuals, including individual entrepreneurs, with the tax authorities, as well as the procedure for filling out forms of documents and the procedure for the tax authority to send an organization or individual, including an individual entrepreneur, a certificate of registration with the tax authority and (or) notification of registration with the tax authority (notice of deregistration with the tax authority) in electronic form via telecommunication channels.

Information message of the FSTEC of Russia dated April 10, 2015 No. 240/13/1436 “On the issues of reissuing licenses of the FSTEC of Russia in connection with the entry into force of the Federal Law of May 5, 2014 No. 99-FZ “On Amendments to Chapter 4 of Part One of the Civil Code of the Russian Federation and on the invalidation of certain provisions of the legislative acts of the Russian Federation "in terms of changing the names of organizational and legal forms of organizations".

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In a previously published article, we considered the issue related to the liability of a joint-stock company for non-disclosure of mandatory information in the form of an annual report and annual financial statements and the procedure for eliminating the consequences that follow.

In this material, we will pay attention to an equally important obligation of a joint-stock company - this is a notification from the Bank of Russia (Central Bank of the Russian Federation) about changing the legal form from a closed joint-stock company to a joint-stock company.

Despite the fact that the amendments to the legislation have long excluded the concept of "closed joint-stock company" those still continue to exist. First of all, this is due to the fact that the legislation does not oblige to change CJSC to JSC and provides such an opportunity to do it when it is convenient for the company.

However, if you have made appropriate changes to the charter, updating the legal form, what should be taken into account without fail? Let's turn to the regulations of the Central Bank of the Russian Federation.

So, from paragraph 58.1. Regulation of the Bank of Russia No. 428-P dated August 11, 2014 (hereinafter referred to as the “Regulation”) states that the issuer (the legal successor of the issuer, whose activities were terminated as a result of reorganization) is obliged to notify the registering authority of a change in the information provided for in this section of the Regulation related to the issue (additional issue of ) securities, their issuer and (or) the person who provided (provides) security for the issuer's bonds.

Paragraphs 59.1.2., 59.1. of the Regulation, the obligation of the issuer of securities to notify the registration authority, including the change of its full or abbreviated company name, is established.

According to paragraphs 58.2.-58.3., 59.5.1., of the said Regulations, the procedure for issuing such a notice to the Bank of Russia is as follows:

notification is sent within 30 days from the date of occurrence of the relevant changes (mandatory valuable letter with a description of the investment or through the office of the Central Bank of the Russian Federation);
the notification is accompanied by a document confirming the occurrence of the relevant changes (registration sheet on making the corresponding entry in the Unified State Register of Legal Entities and the protocol-base (extract from it) for making changes to the Unified State Register of Legal Entities);
the notification is drawn up strictly in the form of Appendix No. 26 to the specified Regulation;
the text of the notification is also submitted on electronic media and in a format that meets the requirements of the registering authority (before sending the notification, we recommend that you check the format with an employee of the Central Bank of the Russian Federation).

It is also worth considering that the 30-day period begins to run from the moment the issuer receives a document confirming the occurrence of the relevant changes (see clause 59.4 of the Regulations).

At the same time, responsibility for non-compliance with the above requirements of the Regulation deserves special attention. Actually because of what it is necessary to draw a conclusion about the mandatory and strict implementation of the above requirements of the Regulation.

Yes, Art. 19.7_3 of the Code of Administrative Offenses of the Russian Federation, establishes that failure to submit or violation of the procedure or deadlines for submitting reports, notifications and other information to the Bank of Russia stipulated by law without fail entails liability in the form of a fine for legal entities in the amount of 500,000 to 700,000 rubles for legal entities.

Thus, before changing a CJSC to a JSC or LLC, one should take care in advance of the appropriate procedure and procedure for notifying the Central Bank of the Russian Federation and avoid a significant monetary fine. The notification of the Bank of Russia about the renaming should be thoroughly worked out.

The legal company "Mirals" is pleased to provide you with a service on the issue under study in this article!

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If an organization needs to change its name, it is necessary to follow a certain sequence of actions. Let's find out which algorithm can be used to change the name of a legal entity. We will also present a sample letter to counterparties about changing the name of the LLC.

Is it possible to change the company name

Yes, it is possible to do this, there are no legislative obstacles to changing the name of the company. Why might you want to change the name of your organization? The reasons for this can be very different.

As a rule, the main and most common reason is either a change in the type of activity of the company, so the old name becomes irrelevant, or a decision to rebrand (create a new brand). But there are other reasons as well. They are presented below.

If you bought an existing company, you have the right to rename it.
When a company moves to another line of business, it is also advisable to change its name.
The previous name was not the most successful.
The existing name, according to some criteria, contradicts the current legislation.

Changing the company name can solve many of its problems

Procedure for changing the name of a legal entity in 2017

Despite the difference in reasons that led the company to decide to change its name, this process can be conveniently reduced to a standard algorithm. To quickly and efficiently rebrand, you can use the step-by-step instructions below.

Step-by-step instructions for choosing a new LLC name

Here are some tips for choosing a new name for your organization. First, when rebranding it is necessary follow the rules of effective marketing. Secondly, the new name should fully reflect the profile of the company.

How to choose the right title

There are a number of rules that must be followed when choosing the name of your company.

It is obligatory to mention the organizational and legal form of the existence of the company.
You can choose a name in another language, but always with the presence of Russian transcription.
It is possible to bind to the names of certain regions of Russia.
It is not recommended to include the words "Russia" or "RF" themselves - this can only be done with special permission.
Two firms with the same name cannot be registered.
Your name should not offend the moral foundations of society.

Filling out documents for changing the company name

Below is a list necessary papers for registration of the procedure for changing the name of the organization.

Application drawn up in the form P 13001.
The decision of the minutes of the general meeting on the change of name.
New charter for the organization.
Receipt of payment of the state fee in the amount of 800 rubles.

Below is a sample of filling out form P 13001.

To certify the application with a notary, you will need to attach documents to it according to the regulated list.

A certificate from the Unified State Register of Legal Entities, which was drawn up no later than 30 days before the application was submitted.
A certificate that confirms the official registration of the organization.
Evidence that the company is tax registered.
All available versions of the charter of the organization.
The decision of the sole founder or the minutes of the general meeting on the change of name.

Applying and receiving documents

Registration of changes is carried out by specialists of the Federal Tax Service within 5 working days. On the sixth day, you will receive the following papers from the tax office:

a certificate that confirms the official registration of the new name of the organization;
certificate from the Unified State Register of Legal Entities, which was drawn up no later than 30 days before filing;
an updated version of the company's articles of association.

Procedure after brand change

So, the rebranding of the company was successful, but the procedure for changing the name has not yet been completed. Finally, you need to do the following:

make an updated seal indicating the new name of the company;
notify the servicing bank;
notify counterparties in writing;
draw up additional agreements to existing contracts;
reflect the changes in all internal documents of the company.

To notify your credit institution, you need to present its employees with a current extract from the Unified State Register of Legal Entities. In addition, you will have to issue a card with sample signatures and a new seal at the bank.

Form of letter to contractors

Business rules and the interests of the company require that buyers and customers become aware of the rebranding. A sample letter of notification of a change in the name of an organization is presented below.

Video: How to rename an organization

The name of the company may change for various reasons, for example, in connection with its acquisition by new owners or due to a change in direction of activity. If the leaders decide to change the name of the organization, they have to go quite a long way from choosing a new brand to registering it with government agencies. In order for the rebranding to take place in the shortest possible time, everything must be done within the framework of domestic legislation.

The civil legislation of our country has entered the next phase of revolutionary changes. In fact, the rules of the game in the corporate sphere are changing before our eyes. Significantly changed legal regulation non-profit organizations and business companies. Moreover, this year we expect such significant changes to the laws on joint-stock companies and LLCs that it is practically possible to say that they will be adopted anew.

The result of these events first was a wave of reorganizations of closed joint-stock companies into limited liability companies, which has not subsided until now, and then a wave of changes in the name of the organizational and legal form of all joint-stock companies - in most cases:

instead of "Open Joint Stock Company" in the charters and registers will soon be "Public Joint Stock Company";
instead of "Closed Joint Stock Company" the shorter "Joint Stock Company".

In this article, we will tell the reader what kind of events stirred up AOshki so much, who they affected and what actions need to be taken in order to make changes to the companies' documentation.

What happened?

We can say that the avalanche was driven by the requirement introduced by the legislator on the mandatory transfer of the register by all joint-stock companies to professional registrars. In accordance with the law, all joint-stock companies that independently maintain the register of shareholders are required to transfer it to a person who has a license provided for by law, that is, a professional registrar (Article 149 of the Civil Code of the Russian Federation).

Such a transfer, as specifically noted by the Central Bank of the Russian Federation, should be carried out without exception, regardless of any conditions, including the number of shareholders (less than 50), the type of company (public or non-public), the availability of other licenses (including for banking operations, depository activities, registry keeping activities), financial condition society, transport remoteness of the registrar, the presence in the staff of the company of persons with a qualification certificate of a specialist financial market on maintaining the register (of the third type), and other conditions.

The period established by Law No. 142-FZ for the fulfillment of this obligation has expired October 1, 2014

Violation of it can lead latecomers to serious problems. The fine can range from 700,000 to 1,000,000 rubles(Article 15.22 of the Code of Administrative Offenses of the Russian Federation).

Maintaining a registry by a professional registrar is not the cheapest pleasure; depending on the number of shareholders, we can talk about tens and hundreds of thousands of rubles a year, and a number of advantages (real or imaginary) are lost when the register is maintained by the registrar. That's why many CJSCs have begun reorganization procedures into LLCs. However, the process of reorganization and transfer of registries has not yet been completed. Someone was refused by the registration authorities on the submitted documents (according to a number of information sources in October-November, the percentage of such refusals was more than 50% of the submitted applications, and in some regions it exceeded 60%). Someone decided that the subsequent reorganization would “write off” the violation of the deadline. And someone handed over the registries to the registrars, and then counted their expenses and “shed a tear”. As a result, entrepreneurial requests to change the organizational and legal form from CJSC to LLC continue to be received by specialized law firms but the problem itself remains. Accordingly, reorganization measures are ongoing in many JSCs.

However, the demand for the transfer of registries was only the first sign, in fact, a small wave, followed by a tsunami. Effective September 1, 2014:

all business companies were divided into public and non-public. JSCs and CJSCs, depending on a number of indicators (see the quote from Article 66.3 of the Civil Code of the Russian Federation below), became either public joint-stock companies or non-public joint-stock companies;
add to this that closed joint stock companies were liquidated as a class.

And we get the need to make changes to the name of all existing joint-stock companies as of September 1, 2014. Fortunately, the legislator gave an installment plan for the implementation of these actions. In accordance with paragraph 7 of Art. 3 Law No. 99-FZ the constituent documents, as well as the names of legal entities, are subject to harmonization with the current legislation upon the first change in the constituent documents of such legal entities. This made it possible to unload the tax authorities from a large flow of applicants, distributing them over a sufficiently long period. Moreover, many lawyers now recommend waiting with a change of name and making changes to the constituent documents, since amendments to the relevant laws on LLCs and JSCs are currently being discussed in the State Duma. It is better to wait until the new laws come into force so as not to do the job twice.

In addition, according to paragraph 7 of Art. 3 of Law No. 99-FZ, changing the name of a legal entity in connection with bringing it into line with the norms of the current legislation does not require amendments to title and other documents containing its former name. For companies, this means, for example:

there is no need to pay a state duty for obtaining new certificates of ownership of real estate;
there is no need to sign additional agreements to civil law contracts concluded before this date;
with regard to employment contracts, the situation is not so clear. Civil law does not regulate labor relations, and within the framework of established practice, changes in the name of an organization should be reflected in documents regulating labor relations. In addition, it must be understood that many personnel documents related to pension issues, and the majority of those who communicated with the pension and social insurance of employees will confirm to his manager that in this situation it is better to show “healthy paranoia”. Therefore, we recommend that employers make appropriate changes to the documents governing relations with employees of the organization.

Document Fragment

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Civil Code RF. Article 66.3 "Public and non-public companies"

1. A joint-stock company is public, the shares of which and the securities of which convertible into its shares are publicly placed (by open offering) or publicly traded on the terms established by the laws on securities. The rules on public companies also apply to joint-stock companies, the charter and company name of which contain an indication that the company is public.

2. A limited liability company and a joint-stock company that does not meet the criteria specified in paragraph 1 of this article shall be recognized as non-public...

We make changes to the constituent documents

As we have already said, a name change can be made simultaneously with the first amendment to the constituent documents of the organization. Therefore, among the pioneers this process joint-stock companies with an extensive branch network turned out to be, in addition, many companies that decided to change their legal address found themselves in the same situation.

The process of making changes to the unified state register is quite standard:

A set of measures in connection with the change of the name of the organization

The set of measures that need to be carried out in connection with the change of the name of the organization is quite diverse. Starting with changing the letterhead of the organization and ending with making an entry in the work books. To ensure that none of the areas of application of efforts is left without attention, it is necessary to identify the persons who responsible for each, and set specific terms for these works. This is done by issuing an order for the main activity (see Example 1).

It is necessary to think over a work plan: what will be done after that and how long each stage will take (for example, some actions can be done only after a new seal has been made).

It takes time to make corrections to the name of the organization in all used standard forms of documents, forms (new forms need to be approved and physically set up their electronic templates, paper forms must be made in a printing house). Therefore, it may take several days from the moment employees are notified of the change of name to the “reconfiguration of the system”. How should performers act during this period? You can give them the opportunity to manually edit old electronic forms on their own, oblige them not to use old paper forms. It is also possible vice versa: until the official approval of new ones, oblige to use obsolete ones. Both options have their drawbacks: in the first case, a “Makhnovist freemen” arises in the organization, and in the second, counterparties may be misled.

See the article "Album of electronic document forms in MS Word" about document templates in MS Word and an article about document forms in EDMS in the following issues of the journal

And after setting up / making new forms / forms, it is important that all employees use them. For example, you can enter disciplinary responsibility for the production of documents according to old forms and on old forms, qualifying this as a violation of the instructions for office work. This will make people more attentive (after all, it is so easy to miss a visually insignificant change in legal form while maintaining the same logo and overall design). You can enter the appropriate paragraph in the order for the approval of new forms and forms.

Launching a new print

Since the name of the society has changed, all its seals and stamps used in daily activities are also subject to replacement. Accordingly, it is necessary to develop and approve sketches of new seals / stamps, as well as dispose of old ones.

Sketches of seals and stamps can be designed both by the organization itself (usually there is nothing complicated in this), and with the involvement of third-party specialists. Designers, as a rule, are attracted when it is necessary to “fit” a trademark into the print or combine a complex image with text. After making sketches, they must be approved by order (Example 2) and sent to the manufacturer of seals to translate the wishes of the organization into reality.

Example 1

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Example 2

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By making Currently, quite a large number of organizations and individual entrepreneurs are engaged in printing. Some companies will ask you to provide:

documents confirming that you order your own printing(usually these are copies of a tax registration certificate and an entry about the organization in the Unified State Register of Legal Entities);
power of attorney, confirming the authority of the person who applied for the production of the seal of the organization.

However, in Moscow such “correct” stamp makers are rather rare. If your seals do not have state symbols or the word "notary", in most small offices you will only be asked for sketches of what needs to be made and money for the work. However, in such organizations, as a rule, only the simplest seals can be ordered. If you want to order a print with a high degree of protection against counterfeiting, you will need to contact more serious firms.

Registration of the seal in any registries is currently not required. After making seals and stamps put into effect organization order. From the moment such an order is issued, the use of obsolete seals ceases, and they themselves are subject to liquidation.

Example 3

How can a sketch be approved in a single order and immediately put into effect a new seal made according to it (administrative part of the text)

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Example 4

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Often, with a single order, they immediately approve the sketches of the seals and put them into effect, in which case they are attached to the order. sketches(Example 3). If the commissioning of new seals, stamps is issued after their manufacture by a separate order, then it is better to put down directly in it (or its application) real prints these devices.

Elimination of obsolete stamps carried out by the commission in order to exclude possible abuses. The liquidation process itself usually does not cause any particular difficulties. Depending on the printing material, the method of influence is selected - mechanical or thermal. The seal is removed from the tooling and either cut into pieces or burned. Metal or hard plastic stamps and seals (they are still used in practice, although quite rarely, usually for making impressions on sealing wax or plastic) are brought to a state of loss of function with a file or a few blows of a hammer. The results are mandatory recorded in the act (shown in Example 4). It usually states:

the composition of the commission, on the basis of which its powers arose and in pursuance of which document it acts;
names and imprints of liquidated seals, stamps;
the time and place of the action;
method of destruction;
conclusion of the commission that the seals and stamps have been brought into a state that does not allow their further restoration;
signatures of committee members.

We notify counterparties and banks

The change in the name of the organization must be reported to the bank. Moreover, as always with banking institutions, the matter will not be limited to one letter:

with almost 100% probability, the organization will be asked to provide confirmation of making the corresponding entry in the Unified State Register of Legal Entities and notarized changes to the charter or the charter in a new edition;
in addition, they may ask:
- re-fill (update, as bank employees usually call it) and sign the entire package of questionnaires previously submitted to the bank when opening a current account,
- prepare a new card with sample signatures of persons entitled to give instructions to the bank to debit funds from the organization's current account,
- sign additional agreements to the bank account service agreement,
- submit comfort letters (what they are, we explained further in the Help), questionnaires for business beneficiaries, etc.;
in connection with the name change, clarifications will also be made to the remote (electronic) service program, and it may be necessary to replace the electronic signature keys.

In general, in terms of labor costs, notifying a bank about a change in the name of an organization is comparable to concluding an agreement on settlement and cash services (opening a current account).

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Comfortable letters in business practice are assurances of the signer of this letter about the presence or absence of any facts or events in his economic activity.

Banks, depending on the situation, usually request letters about:

the procedure and amount of payment of the authorized capital;
the absence or presence of restrictions on the powers of the sole executive person;
finding the organization at the legal address;
no changes in the constituent documents;
the presence or absence of judicial, tax, administrative proceedings against the organization;
the absence of information subject to mandatory entry in the Unified State Register of Legal Entities, but for some reason not included in it;
the absence / presence of an initiated bankruptcy or liquidation procedure.

After last year's changes in the legislation, requirements began to appear to provide letters:

on the absence / presence of corporate agreements between the beneficiaries;
the absence / presence of persons entitled to give unconditional orders to a person acting as the sole executive body (general director) of the organization, etc.

I would especially like to draw attention to the need to amend the contract with the company providing services for electronic interaction between the organization and the tax office. Immediately after the change of name, appropriate changes should be made to the reporting submitted to the tax authorities, and for a number of operators such actions are associated with the need to completely replace electronic signatures. If this is not done in a timely manner, tax office may “not see” your timely submitted reports.

Simultaneously with notifying the bank, it is necessary to notify and counterparties. At the same time, the dates of such notification must be agreed upon. Otherwise, a situation may arise when cash, to be credited to your current account, "freeze", being in outstanding payments due to a mismatch between the name of the recipient of funds and the information specified in the payment order.

In this situation, a formal violation of the terms of civil law contracts concluded with counterparties is possible, since most of them provide for a period for notifying the counterparty of the fact of changing the details of the organization. Moreover, in some cases (often found in state or municipal contracts), there may also be contractual liability for violation of this requirement in the contract. It turns out that a situation is possible when the company will have to choose between the possibility of violating the terms of the contract and the risk that the funds will be credited to the current account one or two days later, after specifying their recipient.

Example 5

A clause in the agreement on changing the details without establishing liability

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9.11. The Agreement remains in force in case of changes in the details of the Parties, changes in their constituent documents, including, but not limited to changes in the owner, legal form, etc. The Party whose details have changed is obliged to notify the other Party in writing within 5 (five) business days of the changes that have occurred.

Example 6

Requisition change clause with "formal" liability

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11.5. When changing the details (name, address, phone number, manager and chief accountant, current account number, etc.), the Party whose details have changed is obliged to notify the other Party in writing about the changes and provide new details within 3 (three) business days . Otherwise, such Party bears all possible negative consequences associated with untimely notification of the counterparty.

It is customary to inform the counterparty by send him an official letters(unless another special procedure is provided for by the contract concluded between the organizations). See Example 7.

As part of this type of change, in accordance with generally accepted business practice, supported by the courts, no bilateral documents are required. However, in a number of cases, lawyers recommend that even such changes be secured with bilateral documents, for example, by signing an additional agreement to the contract (Example 8), then the proposal to sign this document should be included in the notification letter for changing the name.

Example 7

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Example 8

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In a relationship government notifications I would like to note the progress that over the past decade our state has managed to achieve in matters of electronic interaction between its structures. As a result, the organization is spared from a fairly large number of "notifications". Thus, funds and statistical agencies will receive information about the change in the name of the organization from the registration authorities in electronic form. However, let's make a reservation that no one guarantees the organization that the information will pass in a timely manner and without distortion. The same notorious human factor and inconsistencies in technical support registration authorities and funds can play a not very pleasant joke with the company. In this case, you can insure yourself by sending a letter to the funds through electronic document management channels.

Another “government counterparty” that needs to be notified of the fact of a name change is the “mega-regulator” of the financial market - Central Bank of the Russian Federation. Such a need arises from clause 59.1 of the “Regulations on the standards for issuing securities, the procedure for state registration of an issue (additional issue) of equity securities, state registration of reports on the results of an issue (additional issue) of equity securities and registration of securities prospectuses”, approved. Bank of Russia 11.08.2014 No. 428-P. The notice period is within 30 days from the date of occurrence of the relevant changes(Clause 5.8.2 of the said Regulations).

Work with personnel documents

Changing the name of the organization affects another fairly large area of economic activity of the organization - labor relations.

In accordance with Art. 56 of the Labor Code of the Russian Federation (Labor Code of the Russian Federation) labor contract It is an agreement between an employer and an employee. Moreover, this agreement must be in writing. According to Art. 57 of the Labor Code of the Russian Federation, the surname, name, patronymic of the employee and the name of the employer who entered into the employment contract are indicated in the employment contract. Therefore, the change in the name of the Employer should be reflected in it. Changes to the text of the employment contract can be made by:

training additional agreement(Example 9) either
complete re-signing by the parties of the document in its entirety.

Both options are competent, but require significant labor costs, especially in large organizations.

Moreover, in some cases, this can also give rise to conflicts, for example, if workers are not satisfied with the terms of the employment contracts concluded with them for a long time and they are looking for a reason and a way to put pressure on the employer. In this case, they may decide that the refusal to sign an additional agreement to the employment contract is in their interests. The logic here is usually simple: “If they ask me for something, then they will be obliged to provide me with something in return.”

Therefore, the need to sign additional agreements in this situation seems to be unnecessary for many entrepreneurs and practicing lawyers. Indeed, since the change of the name of the employer in no way depends on the employee (the absence or presence of his consent), there is no need to reach bilateral agreements between the employer and the employee. There is an opinion that such a change should take place in a notification manner, without being reflected in the employment contract between the parties.

In our opinion, this is not quite the right approach to the problem. It is necessary to take into account the interests of not only the employer, but also the employee. Situations are different, and it cannot be ruled out that in a certain number of years the employee will not find himself with this employment contract in front of the state pension machine, and perhaps the line about renaming will not be enough for him to consider the issue favorably. Therefore, in our opinion, it is necessary to reflect any changes in one way or another in key personnel documents.

If the management stubbornly refuses to enter into a dialogue with the staff about additional agreements to employment contracts, then another way of documenting can be found. This can be done for example:

by issuing order of the employer, which is brought to each employee "under the signature" and an extract from which is enclosed in the employment contract (employee and employer), or
another "insert" in the contract can serve notification of change of name signed by an authorized person and stamp of the organization(Example 11). It is also logical to transfer one copy to the employee.

How to draw up an extract, we explained in detail in response to the reader's question “How to draw up an extract from a collective agreement correctly? After all, this is a multilateral and multi-page document. Who and how should certify such an extract - what signatures, seals, wordings are needed? »

How to collect signatures about familiarization with the document on itself, on the familiarization sheet or in special magazine, shown in the article " We draw up the actualization of local regulations"

As you can see, in this case, a variety of options are possible. We have outlined their pros and cons. You have to choose.

Reflecting the change in the name of the employer in work books everything is simple and unambiguous. The procedure for making entries in them is fixed in the Instruction, approved. Decree of the Ministry of Labor of Russia dated 10.10.2003 No. 69. According to clause 3.2 of this document, if the name of the organization changes during the work of the employee, then a corresponding entry is made about this in column 3 of the section "Information about work" of the work book, and in column 4 the basis for renaming is indicated - an order (instruction) or other decision of the employer, its date and number.

Example 9

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Example 10

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Here, perhaps, it is worth explaining which documents can act as grounds and where to enter them in the work book:

the decision to change the name can be made at the general meeting of shareholders, which is recorded in the minutes (marked with the number 1 in Example 10);
the fact of state registration of the name change is confirmed by the Certificate of entry in the Unified State Register of Legal Entities (number 2 in the same place);
the start date of the use of the new official name is reflected in the order (number 3 ibid.).