Change of participants, making amendments

The changes can appear in the activities of any company which require competent legal support and state registration. The Company “RosCo” renders services concerning making amendments in the constituent documents and Unified State Register of Legal Entities.

Change of participants of LLC

The change of the participants of LLC is possible to be carried out in several ways:

  • Withdrawal of the participant of LLC.
  • Entering of the participant by depositing as the third person with increase of the authorized capital of LLC.
  • Purchase and sale of the share of LLC to the third person /notarial certification is required for the transaction/.
  • Purchase and sale of the share of LLC between the participants of the Company “by offer” /notarial certification is not required for the transaction/.
  • other variants.

What variant is more suitable for you? On terms, documents necessary to be prepared, financial expenses, persons who will directly file the documents on change of the participants? – The specialists of the Company “RosCo” will consult you on these issues free of charge.

Opening of separate subdivision

The separate subdivision can be opened as:

  • A branch of the company.
  • A representative office of the company.
  • A separate subdivision for the purposes of fiscal accounting. 

In case of opening of the branch or representative office the amendments are made in the constituent documents of the company. The information concerning the branch or representative office is to be contained in the Articles of Association of the company and Unified State Register of Legal Entities.

In the event that the company registers only a separate subdivision for compliance with the requirements of tax legislation, it is not necessary to make amendments in the constituent documents and Unified State Register of Legal Entities.

In case of registration of the separate subdivision it is necessary to know that in case of opening of the branch or representative office the company loses the right for use of simplified tax system. In case only the separate subdivision for fiscal accounting is opened, the company doesn’t lose the right for use of simplified tax system.

What do the services on registration of the separate subdivision of the company include?

  • Consulting on issues concerning choice of legal structure (LLC, branch, representative office, separate subdivision for the purposes of fiscal accounting).
  • Preparation of the documents for registration in the tax inspectorate of the separate subdivision.
  • Preparation of the documents for registration of the separate subdivision in non-budget funds (Social Insurance Fund, Pension fund).

Data necessary for registration of the separate subdivision

What do the services on opening of the branch (representative office) of the company include?

  • Consulting on issues concerning choice of legal structure (LLC, branch, representative office, separate subdivision for the purposes of fiscal accounting).
  • Preparation of complete package of documents for opening of the branch (representative office) (Minutes on opening of the branch (representative office) and appointment of the director of the branch (representative office), Regulations on the branch (representative office), Power of attorney).
  • Preparation of the documents for making amendments in the constituent documents and Unified State Register of Legal Entities.
  • Accompanying of the client while consulting at the notary public and in the tax inspectorate for filing of the documents concerning registration in the Unified State Register of Legal Entities.
  • Acquisition of the Certificate on state registration of amendments in the Unified State Register of Legal Entities, extract from the Unified State Register of Legal Entities containing information on the branch (representative office).
  • Preparation of the documents for registration of the separate subdivision in non-budget funds (Social Insurance Fund, Pension fund).

Data necessary for opening of the branch (representative office)

Reorganization of the company

The reorganization of the company can be carried out in the following forms:

  • Merger means setting up of a new company with transfer to it of all rights and obligations of two or several companies and closing of these companies.
  • Joining means close of one or several companies with transfer of all their rights and obligations to another company.
  • Split-off means close of the company with transfer of all its rights and obligations to the newly set up companies.
  • Separation means setting up of one or several companies with transfer of part of rights and obligations of the reorganized company without close of the last one.
  • Transformation into the business company of another type, business partnership or production cooperative.

The specialists of the Company “RosCo” will render the following services:

  • Legal accompanying of the Company reorganization process.
  • Drawing up of financial documents (separation balance sheet, acceptance and transfer certificate and others). 

Making amendments in the Unified State Register of Legal Entities and Articles of Association

Making amendments in the Articles of Association and Unified State Register of Legal Entities is necessary in the following cases:


Change of the director

The change of the director occurs according to the decision of the owner of the company which is processed by the Minutes and Decision. However it isn’t enough to sign the minutes and cancel the labor contract. It is necessary to make amendments concerning change of the director in the Unified State Register of Legal Entities for the amendments to become effective for the third persons.

It is necessary to inform the tax inspectorate about change of the director within three business days from the moment of drawing up of the Minutes or Decision concerning change of the Director. In case the term is missed, the administrative penalty at the rate of 5,000 rubles can be imposed towards the company.

The previous director as well as the new one has the right to make amendments concerning change of the director. The application containing the data on change of the director is to be notarially certified (the notary public certifies the authenticity of the director’s signature). The documents concerning change of the director can be given to the tax inspectorate personally or sent by post.

As the experience of the employees of the Company “RosCo” shows it’s better to spend time and surrender documents concerning change of the director to the tax inspectorate personally than to send by post.

Change of the name

The change of the name of the company occurs by making amendments in the Articles of Association and Unified State Register of Legal Entities and it requires obligatory registration in the tax inspectorate. After change of the name of the company it’s necessary to get the license, statistic codes, notifications from the non-state funds, notifications concerning use of simplified tax system and other documents reissued. It’s also necessary to notify the bank about change of the name and reissue the card with the signature sample.

Change of the address of the company

The change of the address of the company occurs by making amendments in the Articles of Association and Unified State Register of Legal Entities and requires obligatory registration in the tax inspectorate. It’s necessary to provide copies of the documents certifying the location of the company at the new address (as a rule a lease contract) as well as a standard package of documents (application of the standard form, decision on change of the address, the new Articles of Association) to the tax inspectorate.

Increase (decrease) of the authorized capital

The minimal amount of the authorized capital for LLC and CJSC is 10,000 rub., for OJSC is 100,000 rubles. However in case the company bits for tenders or is going to obtain a credit in the bank, it can need a more solid amount of the authorized capital.

Increase of the authorized capital for LLC takes place by means of:

  • The property of the Company;
  • Additional deposits of the participants of the company;
  • The deposits of the third persons admitted to the company, in case it isn’t prohibited by the Articles of Association.

Decrease of the authorized capital for LLC takes place by means of:

  • Decrease of the nominal cost of the shares of all participants of the company in the authorized capital of the company.
  • Repayment of shares belonging to the company.