Notify the servicing bank about the change in the name of the joint stock company. Interaction with the Central Bank of the Russian Federation. On the presence of signs of reorganization when changing the name of the company and its constituent documents

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 (OJSC) become joint-stock companies (JSC) or public joint-stock companies (PJSC). This situation raises a number of fundamental questions. Is this change considered a reorganization? Is it necessary to notify the tax authorities at the location of separate divisions, the place of registration as the largest taxpayer, the Federal Tax Service of Russia and the Pension Fund of Russia? Are these institutions required to issue new registration notices with a changed name? How will this change affect the submission of reports to the Pension Fund of Russia, the Federal Social Insurance Fund of Russia, and tax authorities? How should I report on 2-NDFL certificates? In such a situation, how are standard and property deductions for personal income tax provided to employees? How to calculate the base for calculating contributions to extra-budgetary 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 from contractors primary documents for goods (services) that indicate the previous name (JSC)? From what date does a company need to use primary documentation with a new name: from the date of amendments to the constituent documents or from the date the tax authority issues a sheet recording such changes? Are there risks of refusal to deduct VAT on an invoice issued by a counterparty under the old name (OJSC) after it has been changed (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 eliminated the division of joint stock companies into closed and open. Starting from this 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 constituent documents, as well as names legal entities created before the entry into force of this Law are subject to being brought into compliance with the norms of Chapter 4 of the Civil Code of the Russian Federation (as amended by this Law) upon the first amendment constituent documents such legal entities. Let's consider whether making changes to the constituent documents in terms of changing the name from OJSC to JSC or PJSC constitutes 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 by listing its forms: merger, separation, division, 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.

Within 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 before the entry into force of Law No. 99-FZ), business companies can be created in the organizational and legal form of a joint-stock company, a limited or additional liability company.

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

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

When replacing the abbreviation “OJSC” 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. This means that 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 (USRLE).

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 the Federal Tax Service of Russia indicated in letter No. SA-4-14/17740@ dated September 4, 2014, the corporate 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 corporate name of the company 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, a change in the indication in the company name of the organizational and legal form of the company represents a change in the company name in connection with bringing it into compliance with new legal requirements. This changed company name is recorded in new edition 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 compliance with the norms of Chapter 4 of the Civil Code of the Russian Federation constituent documents, as well as names, are subject to legal entities. However, this norm does not indicate that legal entities are required to carry out reorganization in the form of transformation.

A similar opinion is expressed by some government agencies. For example, the Federal Air Transport Agency in the letter “Explanations of the Rosaviation in connection with the entry into force on September 1, 2014 of the changes introduced into Chapter Four of Part One of the Civil Code of the Russian Federation by Law No. 99-FZ” indicated: in the new edition of Chapter 4 of the Civil Code of the Russian Federation, the division of joint-stock companies into public ones is established and non-public (instead of dividing into open and closed), i.e. the organizational and legal form of “joint stock company” is preserved, the name of the types of joint stock company is changed. Consequently, an indication in the corporate name of a joint-stock company of its type by virtue of clause 1 of Art. 54, paragraph 1, art. 663 and art. 97 of the Civil Code of the Russian Federation, by its legal nature, is not its reorganization (change in the organizational and legal form).

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

On the need to notify the tax authorities, the Federal Social Insurance Fund of Russia and the Pension Fund of Russia and on the obligation of these institutions to issue new notifications of registration, with a changed name

Notification of tax authorities.

As a general rule, 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 compliance with current legislation does not require changes to the title and other documents containing its previous 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 in the territory Russian Federation based on 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, which 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 via communication channels to the tax authorities with 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 with which the organization is registered make changes to the information contained in the Unified State Register 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 special provisions on the taxpayer’s obligation to notify the interregional inspectorate for the largest taxpayers about a change in its name.

Consequently, the taxpayer is not obliged to inform the tax authorities at the location of separate divisions or the place of registration as the largest taxpayer about a change in the company name. Specified information is received by the relevant tax authorities via 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 inform the tax authorities at the location of its separate divisions or place of registration as the largest taxpayer about a change in its name. The relevant information must be obtained by the tax authorities themselves.

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

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

As the Federal Tax Service of Russia indicated in letter No. SA-4-14/18715 dated September 16, 2014, the procedure for replacing notifications of registration with the tax authorities is not provided for by the legislation on taxes and fees. Taking into account the above, when bringing the name into compliance with the norms of Chapter 4 of the Civil Code of the Russian Federation, replacement of notifications of registration with the tax authorities on the grounds provided for by the Tax Code of the Russian Federation is not required.

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

Please note: the question about documents to be issued in the event of state registration changes in the name of a legal entity, considered in the letter of the Federal Tax Service of Russia dated May 7, 2015 No. SA-4-14/7844@.

According to these clarifications, when bringing the name of a legal entity and its constituent documents into compliance with the norms of Chapter 4 of the Civil Code of the Russian Federation in the new edition, one should be guided by clause 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:

1. application for state registration of changes made to the constituent documents of a legal entity, according to form No. R13001, approved by order of the Federal Tax Service of Russia dated January 25, 2012 No. MMV-7-6/25@ “On approval of forms and requirements for the execution of documents submitted to the registering body for state registration of legal entities, individual entrepreneurs and peasant (farm) farms”;
2. a decision to make changes to the constituent documents of a legal entity or another decision and (or) documents that, in accordance with federal law, are the basis for making these changes;
3. 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 compliance with the norms of Chapter 4 of the Civil Code of the Russian Federation as amended, no state duty is 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 making the corresponding entry in the Unified State Register of Legal Entities, a Sheet is issued Unified State Register of Legal Entities in form No. P50007, 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 is issued containing information about the new name of the legal entity in form No. 1-1-Accounting, approved by order of the Federal Tax Service of Russia dated August 11, 2011 No. YAK-7 -6/488@ .

Thus, during state registration of changes, tax authorities are required to issue a Unified State Register of Legal Entities entry sheet in form No. R50007 and a new Certificate of registration of a Russian organization with the tax authority at its location in form No. 1-1-Accounting.

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

This form contains a line about the name of the organization. Accordingly, a situation cannot be ruled out when, if the taxpayer has an application and notice of confirmation of the right with the original name of the company, later during an 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 the Tax Code of the Russian Federation, the issue of replacing the notice of confirmation of the taxpayer’s right to property tax deductions when bringing the name of a joint stock company into compliance with the provisions of Chapter 4 of the Civil Code of the Russian Federation is not directly regulated. There are also no clarifications from 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 reorganization and the successor organization registered with the tax authority are two different taxpayers . Thus, the reorganized company does not have the right to provide its employees with notices in which the employer indicates the reorganized organization.

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

Standard tax deductions.

In accordance with sub. 4 paragraphs 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 the taxpayer does not begin working for a tax agent from the first month of the calendar year.

According to paragraph 3 of Art. 218 of the Tax Code of the Russian Federation, if the taxpayer does not start working from the first month of the tax period, tax deductions provided for in sub. 4 clause 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 the taxpayer was provided with tax deductions. The amount of income received is confirmed by a certificate of income received by the taxpayer, issued by a tax agent in accordance with clause 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 taxpayer’s income on an accrual basis from the beginning of the calendar year in order to calculate the threshold threshold after which the deduction is not provided.

On calculating the base for insurance premiums. On the impact of changes on reporting to the Pension Fund of Russia, the Federal Social Insurance Fund of Russia, and the tax inspectorate

The procedure for calculating insurance premiums for contribution payers 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 payment of insurance premiums only for cases liquidation And reorganization legal entity (clauses 15, 16 of article 15 of Law No. 212-FZ).

This Law has not established any other special rules for calculating the base for insurance premiums, in particular for cases of changing the name of an organization.

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

Since there is no reorganization, the change of name 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 day of renaming and from the day of renaming to the end of the calendar year.

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

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

However, since in the situation under consideration there is no reorganization, billing period is determined for the 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 day of renaming and from the day of renaming to the end of the calendar year is not required.

A similar approach is applied to reporting 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 is not reorganizing, there are no grounds for applying the provisions of this article. Consequently, tax returns are filed in accordance with the generally established procedure at the end of tax periods.

On the need to conclude additional agreements to employment contracts and make entries in the work book

Employment contract.

Article 57 Labor Code RF are installed mandatory requirements to the contents of the employment contract. Moreover, this article is designed in such a way that the information indicated 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 be included in employment contract, include, among other things, 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, labor function, working hours and rest time (Part 2 of Article 57 of the Labor Code of the Russian Federation).

Considering that the name of the employer is necessarily indicated in the employment contract, if the name of the employer is changed, changes must also be made.

According to Part 3 of Art. 57 of the Labor Code of the Russian Federation, if, when concluding an employment contract, it did not include any information and (or) conditions from 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 for 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 appendix 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 making changes to the terms of the contract. The Labor Code of the Russian Federation does not establish the procedure for making changes to the information in an employment contract (change of the name of the employer, change of surname by the employee). Explanations from regulatory authorities and arbitrage practice on this issue have not been identified.

Thus, when changing the information that must be indicated in the employment contract, you 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 employment contracts with employees.

Please note: according to clause 7 of Art. 3 of Law No. 99-FZ, changing the name of a legal entity in connection with bringing it into compliance with current legislation does not require changes to the title and other documents containing its previous 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 intended 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, to bring employment contracts into compliance with the new legislation, the company does not need to perform registration actions. Moreover, an employment contract is a bilateral agreement affecting the interests of not only society, but also the employee, i.e. it is not a document solely of society itself. In this regard, we believe that the employment contract should not be considered as “another document” that does not need to be amended.

Making an entry in the work book.

In accordance with Art. 66 of the Labor Code of the Russian Federation, a work book of the established form is the main document on labor activity and the employee’s work experience.

This means that the work book is a document that also ensures the interests of the employee. For this reason, the previously stated rule of paragraph 7 of Art. 3 of Law No. 99-FZ that bringing the name of an organization into compliance with current legislation does not require changes to the title and other documents containing its previous name, work records are not covered. Otherwise, the employee's rights may be violated.

According to clause 3.2 of the Instructions for filling out work books, if during the employee’s work the name of the organization changes, this will be indicated in a separate line in column 3 of the “Work Information” section work book An entry is made: “The organization (the previous name is indicated) has been renamed to (the new name is indicated) since such and such a date,” and in column 4 the basis for the renaming is entered - an order (instruction) or other decision of the employer, its date and number.

As a general rule, the Instructions for filling out work books oblige 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 contractors primary documents for goods (services) in which the previous 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 (subclause 3), the name of the position of the person who completed the transaction, operation and the person responsible for its execution , or the name of the position of the person responsible for registration of the accomplished event (subclause 6).

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

When changing the name of a company and state registration of changes made to its charter, indicating the previous name is a violation of filling out the required details of the primary accounting document.

Indicating the previous name may entail negative consequences in the form of a refusal by the tax authorities to accept income tax expenses on a formal basis - non-compliance of the primary documents with the Accounting Law.

To avoid the risk of claims from 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 counterparties about the change in their name and carry out explanatory work so that counterparties correctly indicate the details in accordance with the new name.

On the issue of 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.

Clause 6 of Art. 52 Civil Code of the Russian Federation, clauses 1–2 art. 14 of the Federal Law of December 26, 1995 No. 208-FZ “On Joint Stock Companies” directly establishes that changes made to the constituent documents of legal entities become valid 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 authority into the appropriate State Register.

According to paragraph 1 of Art. 8 of Law No. 129-FZ, state registration is carried out within a period of no 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 when carrying out state registration is the day they are received by the registering authority.

In this case, the registering authority, no later than one working day following the day of expiration of the period established for state registration, in accordance with the method of receiving documents specified by the applicant in the application submitted for state registration, issues or sends by mail a document confirming the fact of making an entry in the relevant state register ( Clause 3 of Article 11 of Law No. 129-FZ).

From the totality of the above rules it follows that changes in the name of the company made to the constituent documents become effective for third parties (counterparties) from the date of amendments 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 as to the date the organization received documents confirming the fact of making an entry in the Unified State Register of Legal Entities.

Taking into account the above, the date of receipt by the company of documents on amendments to the constituent documents does not have legal significance for the company and third parties.

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

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

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

According to sub. 2 clause 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, line 6 indicates the full or abbreviated name of the buyer in accordance with constituent 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 out 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 paragraphs 5, 51 and 6 of this article cannot be the basis for accepting tax amounts presented to the buyer by the seller for deduction or reimbursement.

Thus, when receiving invoices from counterparties indicating the previous name, while the company has made changes to the constituent documents on 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 tax authorities from carrying out tax audit identify the buyer are not grounds for refusal to accept tax amounts for deduction (clause 2 of 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 previous name on the invoice does not interfere with the identification of the buyer.

Thus, indicating the previous name - “OJSC” - instead of “JSC” or “PJSC” may be regarded as a typo or technical error.

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

The FAS Volga District in its Resolution dated July 14, 2008 in case No. A55-18472/07 indicated that the presence of a technical error in writing the buyer’s organizational and legal form does not affect the legality of applying the deduction.

Taking into account the existence of positive law enforcement practice, the authors come to the conclusion that the likelihood of successfully challenging the actions of the tax authority to refuse a deduction on the formal grounds in question 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 the Decree of the Government of the Russian Federation No. 1137) and the sales book (subsection “k” of clause 7 of Section 2 of Appendix No. 5 to the Decree of the Government of the Russian Federation No. 1137) .

As follows from the Filling Procedure tax return for value added tax (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 identify a discrepancy between the company's purchase book and the suppliers' sales book due to the indication of different names of the buyer. In this case, 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 deductions (clause 8, 81 of Article 88 of the Tax Code of the Russian Federation).

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

Other moments

Renewal of licenses.

According to Part 1 of Art. 18 of the Federal Law of May 4, 2011 No. 99-FZ “On licensing individual species activities”, the license is subject to re-issuance, including in the event of a change in the name of the 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, indicating a different organizational and legal form in the constituent documents of a legal entity means changing its name.

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

This norm does not specify what applies to “other documents containing its previous 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 compliance with the new requirements of the Civil Code of the Russian Federation, it is not necessary to reissue the license.

This approach is supported by some government agencies. 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 compliance with the norms of Chapter 4 of the Civil Code of the Russian Federation does not require the mandatory re-issuance of licenses for the use of subsoil containing its former name.

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

On the other hand, since licenses are not directly specified in paragraph 7 of Art. 3 of Law No. 99-FZ, the risk of claims from the relevant government authorities cannot be excluded.

For example, the Bank of Russia, in letter dated April 23, 2015 No. 012-33-6/3588, indicated that, as a general rule, a credit institution has the right to carry out banking operations only on the basis of a special permit (license) of the Central Bank of the Russian Federation. Introducing changes to the charter of a credit organization related to bringing its name into compliance with the requirements of Chapter 4 of the Civil Code of the Russian Federation entails the replacement of licenses to carry out 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-issue it in the situation under consideration.

Registration of certificates of incapacity for work.

According to Part 5 of Art. 13 of the Federal Law of December 29, 2006 No. 255-FZ, for the assignment and payment of benefits for temporary disability, the insured person submits a certificate of incapacity for work issued medical organization in the form and in the manner established 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 certificates 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, in the line “Place of work - name of the organization” the full or abbreviated name of the organization is indicated. This data must correspond to the constituent documents of the organization.

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

On the one hand, a certificate of incapacity for work can be classified as other documents containing the previous name of the organization. Taking into account clause 7 of Art. 3 of Law No. 99-FZ, the company can accept certificates of incapacity for work with the same name from employees.

However, in order to avoid the risk of refusal by the Federal Social Insurance Fund of Russia to reimburse funds transferred by the employer to pay for sick leave, after making changes to the constituent documents, we recommend carrying out explanatory work with employees so that the correct name of the company is entered on the certificates of incapacity for work.

Federal Law of May 5, 2014 No. 99-FZ “On amendments to Chapter 4 of Part 1 of the Civil Code of the Russian Federation and on the recognition as invalid of certain provisions of legislative acts of the Russian Federation.”

The procedure and conditions for assigning, applying, as well as changing the taxpayer identification number and forms of documents used for registration and deregistration of legal entities and individuals were approved by Order of the Ministry of Taxes 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-7-6/843@ “On approval of the form and content of a 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 forms and formats of documents used during registration and deregistration Russian organizations and individuals, including individual entrepreneurs, with the tax authorities, as well as the procedure for filling out document forms and the procedure for sending the tax authority to an organization or to an individual, including for an individual entrepreneur, a certificate of registration with the tax authority and (or) notice of registration with the tax authority (notification of deregistration with the tax authority) in in electronic format via telecommunication channels."

Information message of the FSTEC of Russia dated April 10, 2015 No. 240/13/1436 “On issues of re-issuance of 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 Civil Code of the Russian Federation and on the recognition as invalid of certain provisions of legislative acts of the Russian Federation" regarding changes in the names of organizational and legal forms of organizations."

In accordance with latest changes in the Civil Code (hereinafter referred to as the Civil Code of the Russian Federation, the Code), introduced by Federal Law No. 99FZ of 05.05.2014, from September 1, 2014, the names of legal entities created before the date of entry into force of the changes are subject to being brought into compliance with the new edition of the code upon the first change in the constituent documents of such persons. Regarding joint-stock companies, part of the corporate name will change - from OJSC and CJSC to PJSC and JSC. However, state registration of a name change in the charter with the Federal Tax Service of Russia is only the first step. In this article we will consider the further steps of the joint-stock company from the moment of making the corresponding entry in the Unified State Register of Legal Entities.

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

1. Replace 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 required by law. The composition, procedure and timing of information disclosure are regulated by the Regulations on the disclosure of information by issuers of equity securities, approved by Order of the Federal Financial Markets Service of Russia dated October 4, 2011 No. 1146/pzn (hereinafter referred to as the Regulations on Information Disclosure).

In accordance with clause 1.7 of the Regulations on Information Disclosure, when publishing information, the issuer must use an Internet page provided by one of news agencies who, in accordance with the established procedure, are authorized to carry out actions to disclose information on the securities market (also - distributors of information on the securities market). 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 out the necessary information, including business name, in the form 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 behind which an entry was made about changing the relevant information in the Unified State Register of Legal Entities, and the date of making such an entry.

The deadline for making changes to the questionnaire is indicated in the regulations of the information distributor.

2. Disclose material fact No. 50.

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

3. Post changes to the charter, as well as internal documents, on the website.

The information disclosure regulation (clause 8.4.1) obliges the PJSC to publish on its website, as well as simultaneously on the website of the information distributor (together we will call it publication on the Internet) on the securities market changes to the charter (the new version of the charter). The text of the charter with the amendments (the text of the new edition of the charter) must be published on the Internet page no later than 2 days from the date of receipt by the PJSC of a written notification (certificate) of the Federal Tax Service of Russia about the state registration of such changes (new edition 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 amendments and additions made to them. In connection with the change of name by the company, changes will most likely be made to many internal documents, at least to the fundamental ones. For example, in the provisions on the general meeting of shareholders, the board of directors, the management 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 protocol (the expiration date established by law for drawing up the protocol) general meeting 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 (amendments to the charter) and internal documents differ significantly in time.

4. Submit information to the Exchange.

In accordance with the Listing Rules of CJSC MICEX Stock Exchange (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 provides the Exchange with an updated security questionnaire in electronic form within 10 business days from the date of entry into force of such changes . In this case, the questionnaire can be submitted in relation to any issue of securities of the issuer.

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

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

5. Open the message to the EFRS.

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

The inclusion of information in the EFRS is carried out on the basis of subclause. l) clause 7 of Art. 7.1 of the Federal Law of 08.08.2001 No. 129FZ “On State Registration of Legal Entities and Individual Entrepreneurs” (Federal Law “On State Registration”). And although the publication of such a message is not required, according to sub. n) clause 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 clause 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 a unified federal register of information on the facts of the activities of legal entities and a 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 must be entered into the EFRS as a general rule within three working days from the date when the user learned of the occurrence of the relevant fact.

6. Make changes to work books.

The work book is the main document about the employee’s work activity and length of service (Article 66 of the Labor Code, hereinafter referred to as the Labor Code of the Russian Federation), therefore everything necessary information, including information about changing the name of the employer, should be entered without fail, so as not to create problems for the employee during 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 Resolution of the Ministry of Labor of Russia dated 10.10.2003
No. 69, hereinafter referred to as Instructions).

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

If the Instructions clearly define the date of foundation of 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 we need to be guided general rule, enshrined in clause 2 of Art. 14 Federal Law “On Joint Stock Companies”, according to which amendments and additions to the charter of the company or the charter of the company in the new edition become valid 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 within what period it is necessary to make changes to work books.

According to clause 10 of the Rules for maintaining and storing work books, producing work book forms and providing them to employers, approved by Decree of the Government of the Russian Federation of April 16, 2003 No. 225 “On work books”, all records about the work performed, transfer to another permanent job, qualifications, dismissal, as well as rewards made by the employer, are entered into 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 else to focus on.

Therefore, the 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 constituent documents of the organization (entry made in the Unified State Register of Legal Entities).

As for the need to amend employment contracts (conclude 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 employment 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 other).

Information about the employee and employer provided for in Part 1 of Art. 57 of the Labor Code of the Russian Federation, which includes the name of the employer, must be indicated in the employment contract. At the same time, if, when concluding an employment contract, it did not include any information and (or) conditions from 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 its termination (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 an annex to the employment contract or 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 regarding 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 entering changed information into employment contracts by the Labor Code of the Russian Federation is not properly regulated, the employer is forced to independently decide how to formalize and make the appropriate changes. Most likely, in addition to the legal basis for the issue, employers will make a decision based on the number of employees in the organization and the workload on the HR department.

7. Replace the seal and letterhead of the organization.

Currently, in business practice, the presence of a seal for any legal entity is recognized as mandatory and self-evident. Without such a seal, a current account cannot be opened in a bank or other credit institution, transactions concluded and other documents cannot be properly certified (see Determination of the Armed Forces of the Russian Federation dated 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 the preparation of documents”, approved by the Resolution of the State Standard of Ukraine dated 03.03.2003.
No. 65st, in development of the above Definition, the Armed Forces of the Russian Federation establishes the purpose of the seal: a seal impression certifies the authenticity of an official’s signature on documents certifying the rights of persons, recording facts related to financial assets, as well as on other documents that provide for the certification of an authentic 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 corporate 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 begin to use it from the moment the corresponding entry about amendments to the organization’s charter appears in the Unified State Register of Legal Entities.

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

Accordingly, the organization’s document forms also need to be replaced with new ones.

8. Update cards with sample signatures and seal impressions (bank cards).

A card with sample signatures and seal impressions (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, deposit accounts, deposit accounts” (hereinafter referred to as the Instruction of the Central Bank of the Russian Federation).

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

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

Submission of a new card to the bank must be accompanied by the simultaneous submission of documents confirming the authority of the persons indicated on the card to dispose of funds in the account, as well as documents identifying the person(s) authorized to sign. The bank does not have the right to accept a new card without submitting the specified documents, except in cases where the specified documents were submitted to the bank earlier and the bank already has them.

The deadline for providing 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. short term. In this case, the sample of the seal imprint affixed by the client on the card must correspond to the seal that the client has, i.e., the seal imprint must be updated earlier.

9. Notify the Bank of Russia.

In accordance with section X of the Standards for issuing securities and registering securities prospectuses, approved by Order of the Federal Financial Markets Service of Russia dated July 4, 2013 No. 1355/pzn (hereinafter referred to as the Standards for Issue), issuer 1 (or its legal successor) is obliged to notify the registration authority of the change information provided 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 clause 10.4 of the Standards, such information includes, among others, a change in the full or abbreviated corporate name of the issuer.

Notification of changes in such information is submitted to the registration authority (Bank of Russia) within 30 days from the date of occurrence of the relevant changes(in case of a change in 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 the notification of changes in information related to the issue (additional issue) of securities, their issuer (and/or other above-mentioned person) shall submit the following to the Bank of Russia: documents confirming the occurrence of the relevant changes:

• copy (extract from) the decision (minutes of the meeting (session)) of the authorized person (governing body of the issuer), who made the decision to amend the charter (constituent documents) of the issuer in terms of changing its abbreviated and (or) full corporate name, indicating the quorum and the results of voting for the adoption of this decision;
• a copy of the written notification (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 regarding changes in its full and (or) abbreviated corporate name and 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 (performing the functions) of the sole executive body of the issuer, indicating the date of signing and affixed with the seal of the issuer.

The text of the notice of changes in information related to the issue (additional issue) of securities by their issuer (and/or other above-mentioned person) is also submitted to the Bank of Russia on electronic media and in a format that meets the requirements of the registration authority.

10. Re-issue licenses and disclose messages about this to the EFRS.

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

Before the license is reissued, if the above grounds occur, the licensee has the right to carry out the licensed type of activity, with some exceptions (Part 2 of Article 18 of the Federal Law “On Licensing”).

If the name is changed, the licensee (or other person provided for by federal law) in the application for re-issuance of the license indicates new information about the licensee and the data of the document confirming the fact of making the corresponding changes to the Unified State Register of Legal Entities.

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

11. Reissue certificates of ownership of real estate and powers of attorney to carry out 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 execution not obligatory 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 a change in the name of the organization (by analogy with the provisions of the Emission Standards):

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

Also, changing the name of a party in an agreement is not grounds for termination of obligations or termination of the agreement. Therefore, it is possible to send notices of a name change to counterparties with the attachment of the supporting documents indicated above, unless the contract directly states 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”: this is a legal entity, an executive body of state power, a local government who, on their own behalf or on behalf of a public legal entity, bear obligations to the owners of securities to exercise the rights secured by 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 compliance 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 the title and other documents containing its previous name.” .

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. Has changed significantly 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 we can practically say that they will be adopted anew.

The result of these events was first a wave of reorganizations of closed joint-stock companies into limited liability companies that has not subsided to this day, 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 there 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 events shook up “AOshki”, who they affected, and what actions need to be taken in order to make changes to the company’s documentation.

What happened?

We can say that the avalanche was started 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 this, all JSCs that independently maintain a register of shareholders are required to transfer it to a person who has a license provided for by law, that is, to a professional registrar (Article 149 of the Civil Code of the Russian Federation).

Such a transfer, as the Central Bank of the Russian Federation specifically noted, must 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 presence of other licenses (including for banking operations, depository activities, register maintenance activities), financial condition company, transport distance of the registrar, the presence on the company’s staff of persons who have a qualification certificate of a financial market specialist in register maintenance (third type), and other conditions.

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

Failure to do so can result in serious problems for latecomers. 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 register 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 per year, and a number of advantages (real or imaginary) are lost when the registrar maintains the register. That's why many closed joint stock companies have begun reorganization procedures into LLCs. However, the process of reorganization and transfer of registers has not yet been completed. Someone received a refusal from registration authorities based on submitted documents (according to a number of information sources, in October-November the percentage of such refusals was more than 50% of submitted applications, and in a number of regions exceeded 60%). Someone decided that the subsequent reorganization would “write off” the violation of the deadline. And someone handed over the registers to the registrars, and then counted their expenses and “teared up.” As a result, business requests to change the organizational and legal form from CJSC to LLC continue to be received by the relevant law firms, but the problem itself remains relevant. Accordingly, reorganization activities continue in many joint-stock companies.

However, the demand for the transfer of registers was only the first sign, in fact, a small wave, followed by a tsunami. The following came into force on September 1, 2014:

• all business entities were divided into public and non-public. OJSC and CJSC, depending on a number of indicators (see the quotation 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;
• Let's add to this that closed joint stock companies were liquidated as a class.

And we will find it necessary to make changes to the name of all joint stock companies that existed on September 1, 2014. Fortunately, the legislator gave installments for the implementation of these actions. In accordance with paragraph 7 of Art. 3 of Law No. 99-FZ constituent documents, as well as the names of legal entities, are subject to being brought into compliance with current legislation upon the first change in the constituent documents of such legal entities. This made it possible to relieve the tax authorities of the large flow of applicants by distributing them over a fairly long period. Moreover, many lawyers now recommend waiting to change the name and make changes to the constituent documents, since amendments to the relevant laws on LLCs and JSCs are currently being discussed in the State Duma. It's best to wait until the new laws come into force so you don't have to do the work 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 compliance with the norms of current legislation does not require changes to title and other documents containing its previous name. For companies this means, for example, that:

• there is no need to pay a state fee for obtaining new certificates of ownership of real estate;
• there is no need to sign additional agreements to civil 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 the organization should be reflected in the documents regulating labor relations. In addition, it is necessary to understand that many personnel documents are related to pension issues, and the majority of employees who communicated with pension and social insurance authorities will confirm to their manager that in this situation it is better to show “healthy paranoia.” Therefore, we recommend that employers make appropriate changes to the documents regulating relations with employees of the organization.

Document fragment

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Civil Code of the Russian Federation. Article 66.3 “Public and non-public companies”

1. A public joint stock company is one whose shares and securities convertible into its shares are publicly placed (by open subscription) or publicly traded on the terms and conditions established by laws about securities. Rules about public societies also apply to joint stock companies, the charter and company name of which indicate 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 are 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 organization’s constituent documents. Therefore, among the pioneers of this process were joint-stock companies with an extensive branch network; 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 activities that need to be carried out in connection with changing the name of an organization is quite diverse. Starting from changing the organization’s letterhead and ending with making an entry in the work books. To ensure that no area of ​​effort is left unattended, it is necessary to identify the individuals responsible for each, and set specific deadlines for these works. This is done by issuing an order on the main activity (see Example 1).

You need to think over a work plan: what will be done after what and how long each stage will take (for example, some actions can only be done after making a new seal).

To make corrections to the name of the organization in all used standard forms documents, forms take time (new forms need to be approved and their electronic templates need to be physically configured, paper forms need to be produced in a printing house). Therefore, several days may pass from the moment employees are notified of the name change until the system is “reconfigured.” What should performers do during this period? You can give them the opportunity to manually edit old electronic forms on their own, and oblige them not to use old paper forms. It is also possible to do the opposite: until the official approval of new ones, oblige the use of outdated ones. Both options have their drawbacks: in the first case, “Makhnovist freedom” arises in the organization, and in the second, it is possible to mislead counterparties.

See the article “Album of electronic document forms in MS Word” about document templates in MS Word and the article about document forms in EDMS in the next issues of the magazine

And after setting up / producing new forms / forms, it is important that all employees use them. For example, you can enter disciplinary liability for the production of documents using old forms and on old letterheads, qualifying this as a violation of the instructions for office work. This will make people more attentive (after all, it is so easy not to notice a visually insignificant change in the legal form while maintaining the same logo and general design). You can enter the corresponding clause in the order for the approval of new forms and forms.

We are introducing a new seal

Since the name of the company 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 developed both by the organization itself (usually there is nothing complicated about this) and with the involvement of third-party specialists. Designers, as a rule, are brought in when it is necessary to “fit” into the print trademark or combine a complex image with text. After making the sketches, they must be approved by order (Example 2) and sent to the stamp manufacturer to translate the organization’s wishes into reality.

Example 1

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Example 2

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Manufacturing A fairly large number of organizations and individual entrepreneurs are currently engaged in printing. Some companies will ask you to provide:

• documents confirming that you are ordering your own stamp(usually these are copies of the tax registration certificate and entry of the organization into the Unified State Register of Legal Entities);
• power of attorney, confirming the authority of the person who applied for the production of the organization’s seal.

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

Registration of the seal in any registers is currently not required. After production, seals and stamps are 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? 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, the sketches of the seals are immediately approved and put into effect, in this case they are attached to the order sketches(Example 3). If the entry into force of new seals and stamps is formalized after their production by a separate order, then it is better to put it directly in it (or its appendix) real prints these devices.

Elimination of obsolete seals carried out by the commission to eliminate possible abuses. The liquidation process itself usually does not cause any particular difficulties. Depending on the printing material, the method of exposure 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 wax or plastic) are brought to a state of loss of function using a file or several blows of a hammer. The results are necessarily recorded in an act (shown in Example 4). It usually states:

• the composition of the commission, on what basis its powers arose and in pursuance of what document it acts;
• names and imprints of liquidated seals and stamps;
• time and place of action;
• method of destruction;
• the commission’s conclusion that seals and stamps are in a condition that does not allow their further restoration;
• signatures of the commission members.

We notify counterparties and banks

Changes 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 percent 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:
  • refill (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 orders to the bank to write off funds from the organization’s current account,
  • sign additional agreements to the bank account servicing agreement,
  • submit comfort letters (we explained what these are further in the Help), questionnaires for business beneficiaries, etc.;
• In connection with the change of name, clarifications will 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 changing the name of an organization is comparable to concluding an agreement on cash settlement services (opening a current account).

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Comfortable letters in business practice represent assurances from the signatory of a given letter about the presence or absence of any facts or events in its economic activity.

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

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

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

• about the absence/presence of corporate agreements between beneficiaries;
• absence/presence of persons having the right to give unconditional instructions to a person performing the functions of the sole executive body ( to CEO) organizations, etc.

I would especially like to draw attention to the need to amend the agreement with the company providing services for electronic interaction between the organization and the tax office. Immediately after changing the 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 complete replacement electronic signatures. If this is not done in a timely manner, the tax office may not “see” your reports submitted on time.

Simultaneously with notifying the bank, it is necessary to notify counterparties. In this case, the dates of such notification must be agreed upon. Otherwise, a situation may arise when cash, to be credited to your current account, will “get stuck”, ending up in unclear payments due to a mismatch between the name of the recipient of the funds and the information specified in the payment order.

In this situation, a formal violation of the terms of civil 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 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 arrive in the current account one or two days later, after the recipient has been specified.

Example 5

A clause in the contract about changing details without establishing liability

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

Example 6

Clause about changing details with “formal” responsibility

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11.5. If the details change (name, address, telephone, manager and Chief Accountant, current account number, etc.) The Party whose details have changed is obliged to notify the other Party in writing of the changes within 3 (three) working days and provide the new details. Otherwise, such Party shall bear all possible negative consequences associated with untimely notification of the counterparty.

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

Within 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 sealed with bilateral documents, for example, by signing an additional agreement to the contract (Example 8), then the proposal to sign this document must be included in the notification letter about the change of name.

Example 7

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Example 8

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

Another “state counterparty” that must be notified of the fact of a name change is the “mega-regulator” of the financial market - Central Bank of the Russian Federation. This need arises from clause 59.1 “Regulations on standards for issuing securities, the procedure for state registration of an issue (additional issue) of issue-grade securities, state registration of reports on the results of the issue (additional issue) of issue-grade securities and registration of prospectuses of securities,” approved. Bank of Russia 08/11/2014 No. 428-P. The period of such notification is within 30 days from the date of occurrence of the relevant changes(clause 5.8.2 of the said Regulations).

Working with personnel documents

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

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

• preparation additional agreement(Example 9) or
• full re-signing of the entire document by the parties.

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 employees have not been 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 refusing 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 give me something in return.”

Therefore, the need to sign additional agreements in this situation seems unnecessary to many entrepreneurs and practicing lawyers. Indeed, since changing 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 occur by notification, without being reflected in the employment contract between the parties.

In our opinion, this is not an entirely correct 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 after 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 management stubbornly refuses to enter into dialogue with staff regarding additional agreements to employment contracts, then another way can be found documentation. This can be done for example:

• by issuing an appropriate order of the employer, which is communicated to each employee “under signature” and an extract from which is included in the employment contract (employee and employer), or
• Another “insert” in the contract can be notice of change of name signed by an authorized person and seal of the organization(Example 11). It is also logical to give one copy to the employee.

We explained in detail how to issue an extract in the answer to the reader’s question “How to properly issue an extract from a collective agreement? After all, this is a multilateral and multi-page document. Who and how should certify such an extract - what signatures, seals, wording are needed? »

How to collect signatures confirming familiarization with a document on the document itself, on a familiarization sheet or in a special journal is shown in the article “We prepare the update of local regulations"

As you can see, in this case the most possible different variants. We voiced their pros and cons. All you have to do is 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 Instructions, approved. Resolution of the Ministry of Labor of Russia dated October 10, 2003 No. 69. According to clause 3.2 of the specified document, if during the employee’s work the name of the organization changes, then a corresponding entry is made in column 3 of the “Information about work” section of the work book in a separate line, and in column 4 the basis for the 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 what documents can act as grounds and where to enter them in the work book:

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

If an organization needs to change its name, it is necessary to adhere to 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, this can be done; there are no legal obstacles to changing the name of the company. Why might you need 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. They are presented below.

• If you bought an existing company, then you have the right to rename it.
• When a company moves to another type of activity, it is also advisable to change its name.
• The previous name turned out to be not the most successful.
• The existing name, by any criteria, contradicts current legislation.

Changing the name of a company can solve many of its problems.

Procedure for changing the name of a legal entity in 2017

Despite the different reasons that led the company to the decision to change its name, this process can be conveniently reduced to a standard algorithm. To quickly and effectively 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. Firstly, when rebranding it is necessary follow the rules of effective marketing. Secondly, the new name must fully reflect the profile of the company's activities.

How to choose the right name

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

• It is mandatory to mention the legal form of existence of the company.
• You can choose a name in another language, but it must have Russian transcription.
• It is possible to link 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 companies with the same name cannot be registered.
• Your name should not offend the moral principles of society.

Filling out documents to change the company name

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

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

Below is a sample of filling out form P 13001.

To have your application certified by 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 submitting the application.
• A certificate that confirms the official registration of the organization.
• Certificate that the company is registered for tax purposes.
• All available versions of the organization's charter.
• The decision of the sole founder or the minutes of the general meeting to change the name.

Submitting an application 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 documents from the tax office:

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

Procedure after changing the brand

So, the company’s rebranding was successful, but the procedure for changing the name is not yet completed. Finally, you need to do the following:

• produce an updated seal indicating the new company name;
• notify the servicing bank;
• notify counterparties in writing;
• draw up additional agreements to existing contracts;
• reflect the changes that have occurred 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 from the bank.

Form of letter to counterparties

Business rules and the interests of the company require that buyers and customers learn about the rebranding. A sample notification letter about changing 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, due to its acquisition by new owners or due to a change in the direction of activity. If managers decide to change the name of the organization, they have to go a long way from choosing a new brand to registering it with government agencies. In order for rebranding to take place in the shortest possible time, everything must be done within the framework of domestic legislation.

Start working with professionals on issues of interaction with the Central Bank of the Russian Federation

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In a previously published article, we discussed the issue related to the liability of a joint stock company for failure to disclose mandatory information in the form of an annual report and annual financial statements and the procedure for eliminating the subsequent consequences.

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

Despite the fact that amendments to the legislation have long since eliminated the concept of “closed joint stock company,” they still continue to exist. First of all, this is due to the fact that the law does not oblige to change a closed joint stock company to a joint stock company and provides this opportunity to do so when it is convenient for the company.

However, if you have made appropriate changes to the charter, updating the organizational and legal form, what must be taken into account? Let's turn to the standards of the Central Bank of the Russian Federation.

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

Clauses 59.1.2., 59.1. The provisions establish the obligation of the issuer of securities to notify the registration authority, including about a change in its full or abbreviated corporate name.

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

• notification is sent within 30 days from the date of occurrence of the relevant changes (necessarily by a valuable letter with a list of attachments or through the office of the Central Bank of the Russian Federation);
• Attached to the notification is a document confirming the occurrence of the relevant changes (a registration sheet on making a corresponding entry in the Unified State Register of Legal Entities and a protocol basis (extract from it) for making a change in the Unified State Register of Legal Entities);
• the notification is issued strictly in accordance with the form of Appendix No. 26 to the specified Regulations;
• the text of the notification is also submitted on electronic media and in a format that meets the requirements of the registration 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, liability for failure to comply with the above requirements of the Regulations deserves special attention. Actually, this is why we should conclude that the above requirements of the Regulations must be complied with strictly and strictly.

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 required by law entails liability in the form of payment of a fine for legal entities in the amount of 500,000 to 700,000 rubles for legal entities.

Thus, before changing a closed joint-stock company to a joint-stock company or LLC, you should take care in advance of the appropriate order and procedure for notifying the Central Bank of the Russian Federation and avoid a significant monetary fine. The Bank of Russia's notification on the renaming should be thoroughly worked out.

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

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