What documents are required to change the legal address of a company, the procedure for filing an application.

When an LLC decides to change its legal address, you need to be prepared for the fact that this procedure is not simple. The address refers to registration data, to change which you need to carry out several procedures using a large number of documents. But if you carefully follow the recommendations and act without missing a single step, you will be able to carry out this process on your own, avoiding unnecessary hassle.

Why change these registration details?

Legal address is the place where the organization is located, reflected in its charter and enshrined in the state register of legal entities. The address at which a legal entity is registered not only determines its location, but also indicates its relationship to a particular regulatory tax authority.

If an LLC or a legal entity of another organizational and legal form of business needs to change its legal address, this may be caused by one of the following reasons:

moving the center of activity to another region;
more convenient location for reporting;
the possibility of effective cooperation with another department of the INFS;
the contract for the provision of a legal address has expired and cannot be renewed.

IMPORTANT! If the address changes, this does not necessarily mean an automatic change in the tax office; sometimes moving the location of a company remains within the scope of the previous INFS division.

Let's understand the terms

The concept of “legal address” is not provided for by law. Art. 54 of the Civil Code defines 2 important points.

The location of the organization is determined by the name of the municipality on the territory of which its permanent executive body is located (in most cases it is the head). We are talking about the locality or municipality where the director’s office or house is located.
The concept of an organization's address is introduced. It means a specific object located within the location of the company.

The concept of a legal address does not come from the law, but from business practice and can mean both a locality and a house located in it.

Information about both places must be reported to the tax office. The decision of the founders and the set of accompanying documents will differ depending on the address to which the company is moving.

Changes in the charter or only in the Unified State Register of Legal Entities

For about two years now, a new procedure for indicating a legal address in statutory documents has been in effect, according to which it is allowed to determine the location of a legal entity by indicating its affiliation with a specific municipal entity (Article 54 of the Civil Code of the Russian Federation). It follows that if a company changes its address within the same region as indicated in the charter, then the changes will need to be made only in the Unified State Register of Legal Entities. In this case, you will need to prepare an application in form P14001.

If the legal address is written in full in the charter, then the information will need to be changed not only in the Unified State Register of Legal Entities, but also in the charter, for which another special form is provided - P13001.

You will not need to submit form P1400 to the tax office at your changed address in the following situations:

the region of location of the legal entity remained unchanged;
the address has been changed to belong to the participant or owner who has the right to act on behalf of the LLC without presenting a power of attorney;
the legal entity “moves” to the address of the owner of half or more of the votes of the total number of founders of the organization.

In what cases is a decision made?

The decision to change the legal address is issued if the LLC has one founder. If there are several founders, a meeting needs to be held. Based on its results, a protocol is drawn up. The solution is different from the protocol. It contains less information. The decision does not need to reflect the voting results. It records this data:

Decision date.
Title of the document.
The provision that the legal address has been changed.
Full name of the founder who made the decision.

The solution must be created in duplicate.

Sample

About the change of legal address of Ulybka LLC

The only participant of Ulybka LLC, citizen of the Russian Federation Yuri Vasilievich Petrov (passport: series 6677 number 890076, issued by the Department of the Federal Migration Service of Novosibirsk on September 09, 2008, registration address: Novosibirsk, Babushkina 6-89)

1. Change the address of Ulybka LLC (8800099, Novosibirsk, Engels St., building 87, apt. 26) to 788000, Novosibirsk, st. Lenina, house 88. 2. Make adjustments to the charter of Ulybka LLC regarding the legal address. 3. Approve the new edition of the charter of Ulybka LLC. 4. Manager Roina R.O. register adjustments in the charter of Ulybka LLC in accordance with current legislation.

The legal address of an LLC is the address of its location, which is determined by the place of state registration of the organization on the territory of the Russian Federation. In general, such a place is recognized as the location of a permanent executive body (clause 2 of Article 54 of the Civil Code of the Russian Federation). Information about the location of the LLC is reflected in its Charter (clause 2, article 12 of the Federal Law of 02/08/1998 No. 14-FZ, clause 3, article 89 of the Civil Code of the Russian Federation). And information about the address of the LLC within its location is contained in the Unified State Register of Legal Entities (clause “c”, clause 1, article 5 of the Federal Law dated 08.08.2001 No. 129-FZ, clause 2.3 of the Requirements, approved by Order of the Federal Tax Service of Russia dated 01.25.2012 No. ММВ-7-6/ [email protected] ).

When changing the legal address of an LLC, you must submit a corresponding application to the registering tax office. We will tell you about the application form for changing the legal address of an LLC in our consultation.

What documents need to be prepared

Before you begin the procedure for changing the LLC address, make sure you have the necessary package of necessary documentation.

To prepare for filing an application to change your legal address:

ID card of the general director;
TIN of the general director;
document certifying ownership (or lease agreement) to the received address (copy).

To register a changed address at the INFS office:

a prepared statement, certified by a notary, in the form P13001 (for statutory changes) or P1400 (for changing data only in the Unified State Register of Legal Entities);
minutes of the general meeting on changing the location of the form (not necessary if changes will not be made to the charter);
the charter of the organization or the list of amendments adopted to it - 2 copies (not necessary if the data will change only in the Unified State Register of Legal Entities);
a receipt for payment of the state duty (in 2020 this is 800 rubles);
papers certifying the rights to the declared premises (copies).

For a notary when certifying an application:

all documents listed above;
a fresh (not older than a month) extract from the Unified State Register of Legal Entities;
statutory documents of the organization;
TIN of the organization;
OGRN certificate;
document on the appointment of the head of the company.

NOTE! The notary will only need to see the originals of these documents; he will not need to leave copies. Check the exact list of documents with a specific notary before contacting him.

Preliminary stage

The first priority is to establish an authorized body. If the move is made within a municipality, the board of directors (supervisory board) or the head of the company has the right to make a decision. If the location of the company changes, the issue is brought up for discussion at the meeting of founders. This conclusion follows from the provisions of articles , , and law 14-FZ of 02/08/98. However, practitioners recommend leaving the legal address of the enterprise under the control of the owners. The approach is due to the imperfection of legal regulation. Article 17 of Law 129-FZ only mentions the decision of the participants. But there is no question of an order from the director or the supervisory board. The absence of appropriate wording threatens refusal to make changes to the Unified State Register of Legal Entities. The organization will still have a chance to challenge it, but it will have to spend a lot of effort, time and money on legal proceedings.

The documentation submitted by the company to the tax service must fully comply with registration requirements. To do this, at the preliminary stage:

an internal meeting of all founders of the company is held;
a protocol or decision of the sole owner is drawn up;
amendments to the charter are ensured (if necessary).

There is no need to rush to document the move. Only 3 days are allotted for notifying the regulatory authorities (Article 5 of Law 129-FZ). For failure to comply with deadlines, the director of the LLC faces administrative fines under Art. 14.25 Code of Administrative Offenses of the Russian Federation. That is why you should choose a premises, obtain the consent of the owner, and only then formalize the decision.

Changing the legal address of an LLC within one locality

If only a locality is indicated in the charter, then a one-stage change of the LLC’s registration address takes place using form P14001. For example, the organization was located at the address: Moscow, st. Kastanaevskaya, 14, office. 11. New address: Moscow, st. Severnaya, 23, of. 41. The charter states only the location: Moscow.

Within three working days after changing the address, you must submit to the registering Federal Tax Service at the previous legal address:

notarized form P14001;
documents confirming the right to stay at the new address (letter of guarantee, certificate of ownership, lease agreement);
minutes of the general meeting of participants or the decision of the sole participant to change the address.

If you follow the letter of the law, then the tax office should not require a protocol or decision on a change of address when submitting form P14001. This document is required only when changing the address in the charter and submitting form P13001 (Article 17 of the Law “On State Registration” No. 129-FZ). In practice, the protocol or decision is still submitted, and some Federal Tax Service Inspectors instead accept the director’s order to change the address of the LLC.

Now let’s look at the procedure for changing a legal address within one locality, if the full address was indicated in the charter (in our example: Moscow, Kastanaevskaya St., 14, office 11). In this case, changes will have to be made to the charter, so you need to fill out form P13001.

Documents on changing the location of an LLC will be different:

notarized form P13001;
document confirming payment of the state duty for changing location (800 rubles);
documents confirming the new address of the LLC (letter of guarantee, certificate of ownership, lease agreement);
protocol of the general management or the decision of a single participant to change location;
Charter as amended or annex to it (2 copies).

You must also submit documents to the tax office at your previous location. After 5 working days, not counting the day of filing, the tax office must issue a Unified State Register of Legal Entities entry sheet, which will indicate the new address of the company.

How and where to submit documents

After the founders of the LLC make a decision to change the address, it is necessary to submit documents to the Tax Service within a regulated time period.

To reduce the processing time, you should contact the department whose specialists are directly involved in registrations. If there is no specialized Federal Tax Service Inspectorate in the region, the issue of changing the address can be resolved with the help of representatives of the authorized body that the enterprise is registered with at the time of filing the application.

The law provides for the possibility of submitting documentation to the Tax Service in several ways.

The head of an LLC or any person authorized by him has the right to submit documents to the organization independently. In return for the documents received, the tax representative is obliged to issue a receipt confirming receipt of the papers indicating their list and the date of the event.

Change of location of LLC

Until 2020, a change of legal address followed the above scenario, regardless of whether the organization remained in the same locality or moved to another. Nowadays, changing the location of a legal entity when moving to another locality takes more than a month and occurs in two stages:

notification of the tax office about a change of legal address;
registration of change of legal address.

The procedure for changing the address of an LLC in 2020 when changing a locality occurs in accordance with the law of March 30, 2015 No. 67-FZ, which significantly changed the provisions of Article 17 of the Law “On State Registration” No. 129-FZ.

At the first stage, within three working days after making a decision to change the legal address, you must inform the tax office about this. To do this, you must submit the following to the registering Federal Tax Service at your previous address:

form P14001 certified by a notary (in this case, only items 1–5 are filled out in sheet B);
protocol or decision of a single participant to change the address.

Based on these documents, the tax inspectorate, after 5 working days, makes an entry in the Unified State Register of Legal Entities indicating that the company has made a decision to change its location. No earlier than 20 calendar days after making an entry in the state register, the director must again contact the registering Federal Tax Service, but at a new location.

What documents are needed to change the legal address at the second stage? They are almost the same as those submitted when changing the address with a change in the charter:

notarized form P13001;
confirmation of payment of the state duty (to the details of the registering Federal Tax Service at the new address);
documents confirming the new address of the LLC;
minutes of the meeting or the decision of the sole participant to change the address and amend the charter;
Charter as amended or annex to it (2 copies).

If during the process of changing the location no information was revealed about its unreliability, then after five working days the Federal Tax Service will issue a Unified State Register of Legal Entities entry sheet with a new address.

Please note: in the process of identifying the authenticity of the new address, the tax inspector may appear in person and check that the conditions for the presence of the manager have been created at the address (the workplace is equipped, and the address is not a public one). If a fictitious address is detected, its change will be refused, and a record will be made in the Unified State Register of Legal Entities indicating that the information about the organization is unreliable.

If the new legal address of the LLC is the home address of the director or participant with a share of more than 50%, then this two-step procedure for changing the location does not apply.

Are you changing your legal address? Consider changing your current account. Moreover, now many banks offer favorable conditions for opening and maintaining a current account.

How to apply

A sample of the founder’s decision to change the legal address will help the sole participant competently draw up the document, which will ensure efficiency in resolving the issue in the area of changing registration data. The decision should reflect:

LLC name;
name of the document and its registration number;
identification of the event participant;
information on making a decision to determine new parameters for the location of a business entity and the need to make changes to the statutory documentation;
power of attorney for the implementation of the provisions of decisions for the head of the enterprise;
signature of the only participant.

Possible problems and how to avoid them

When changing location, LLC representatives may encounter certain difficulties. To avoid problems with regulatory authorities, carefully check all the information provided, especially about the new legal entity. hell. If the INFS, for any reason, doubts the authenticity of the change in the location and/or registration of the LLC, most likely the change procedure will be suspended. This is done to verify the data provided. The check will not take too long - the law allows for a maximum of 30 days. If no violations are found, the tax office will issue a document - a decision to change location. If the data does not match, the LLC will receive a refusal.

Why do you need to change your legal address and how to do it?

Many LLCs sooner or later face the need to change their legal address. Officially, this procedure is called state re-registration. To make the change, you should carefully follow the recommendations, without missing a single step, which will allow you to do everything correctly and avoid unnecessary hassle.

Why do you need to change your legal address?

Legal address is the place where the LLC is located, recorded in the organization’s charter, as well as in the State Register of Legal Entities. The registration address of a legal entity is not only its actual location, but also refers to one or another Federal Tax Service. Two concepts should not be confused: legal address and location. The last option implies the locality where the organization is located. In turn, the concept of legal address means the full address, which is recorded in the State Register. This division plays an important role when changing registration data - if the LLC does not change the locality, then the change of legal address is carried out according to a more simplified scheme. Otherwise, you will have to change the Federal Tax Service where the organization is registered. This procedure, accordingly, will be much more complicated.

Reasons for changing registration data

If a legal entity needs to change its legal address, there is the following explanation:

Moving to another Federal Tax Service and the possibility of more effective cooperation;
The registered legal address does not comply with the legal requirements in force at the time of the change of details;
The place has a negative history, reflected in the databases of state inspection bodies;
Termination of legal relations for renting premises with its owner;
Transferring the center of activity to a new location;
The agreement to the contract for the provision of a legal address has expired.

ON A NOTE. If an organization moves to another street or district of the city, for example, Khimki, this does not always mean a change in the INFS; sometimes an LLC or fund remains within the scope of the same tax service division.

Who should apply for a change of legal address

Typically, documents are provided by the applicant in person or sent by postal order with a list of the contents. To find out the purpose of the letter, a special mark is made on the envelope. A receipt, which is issued in 2 copies, is required to confirm that the documents have been accepted. It usually indicates which papers were received and when. A receipt is issued on the same day when submitting documentation in person, or no later than the next day the registering authority sends a receipt to the addressee. The second copy remains in the folder with all the documents.

When they refuse to change registration data

A decision to refuse is made if:

LLC or CJSC is in the process of liquidation;
The application is not certified by a notary;
There is a signature of a person without authority;
Documents are not submitted to the appropriate government agency;
One of the documents is missing from the set.

Changes to the Unified State Register of Legal Entities or the Charter

Since 2020, a new indication procedure has been in effect, according to which the location of a legal entity can be determined by indicating its membership in a particular municipal entity (Article 54 of the Civil Code of the Russian Federation). Consequently, if an organization changes its legal address within the same locality as indicated in the charter, then the changes are made only to the Unified State Register of Legal Entities. Do not forget to submit an application in form P14001.

If the legal address is fully specified in the charter, then the data changes both in the charter and in the Unified State Register of Legal Entities. It is also necessary to prepare an application in form P13001.

Form P1400 is not submitted to the registration authority at the changed address if:

The legal address is changed to that of the owner, who acts on behalf of the organization without presenting a power of attorney;
The region remained unchanged;
The LLC “moves” to the address of the owner of more than 50% of the votes of the total number of founders of the enterprise.

What documents need to be provided

The procedure for changing the legal address of an organization begins only after you have collected the entire package of necessary documents. Before submitting your application, take with you the TIN and passport of the general director, as well as a document that confirms the ownership of the legal address you are receiving (or a lease agreement).

To register the changed address at the tax office, you must provide the following documents;

The decision of the sole participant or the minutes of the meeting on a change of location (not required if no changes are made to the charter);
Receipt for payment of state duty;
A notarized application in the required form (P13001 or P14001);
Papers confirming the rights to the premises;
New edition of the charter in 2 copies (not required if the registration data will be changed only in the Unified State Register of Legal Entities).

When certifying an application, a notary must provide the following documents:

All of the above documentation;
Charter documents of LLC;
OGRN certificate;
TIN of the institution;
Document on the appointment of the director of the organization;
A recent extract from the Register of Legal Entities.

IMPORTANT! There is no need to leave copies of documents with the notary; you just need to have the originals with you. Before contacting a specialist, be sure to check the exact list of documentation. This way you will save your time and avoid many problems.

Changing the charter when changing registration data

If the legal address was indicated in full in the charter, it is necessary to enter new data into it. This procedure is lengthy and complex. It happens in stages:

1. At the meeting of founders it is decided to change the legal address. If there is only one participant, he makes a decision independently, fixing it in writing.

IMPORTANT! From 2020, an application to the Federal Tax Service should be submitted no more than 3 days from the date of signing the protocol. Otherwise, a fine is imposed - up to 5,000 rubles. (Part 3 of Article 14.25 of the Administrative Code).

2. Preparation of an application in form P13001. It can be completed manually in block letters using a black pen, or electronically in 18-size Courier New font. A sample application can be obtained from the Federal Tax Service or downloaded from the Internet. In the lines where legal addresses are entered, you can use acceptable abbreviations (see FIAS). If some application sheets are blank, you do not need to print and submit them.

IMPORTANT! If the general director has a personal tax identification number, do not forget to indicate it as additional information.

3. New charter. A sheet of changes with address data or a new edition of the statutory documentation should be prepared in 2 copies.

4. Payment of state duty. It is issued by the director of the LLC. The printed receipt must be attached to the application.

5. Contact a notary to certify the application. In his presence, the general director must put his signature on the line of the application with his full name deciphered. All pages of the application are numbered and bound. You can also issue a power of attorney from a representative of the law if someone other than the director of the organization submits documents to the tax authority.

6. Submitting an application to the Federal Tax Service. The manager or authorized representative brings to the tax authority a notarized application and all of the above documents. In response, he receives a receipt that the package of necessary documents has been submitted.

7. Providing a sheet from the Unified State Register of Legal Entities. The received documents are reviewed within 5 working days and changes are made to the Unified State Register of Legal Entities. The legal address is now considered changed. LLC or LLP is issued one of the copies of the new charter with a seal.

Change of legal address in the register

If in the organization's charter the location of the legal entity is indicated by the name of the municipal association, the procedure for registering data is much simpler. Let's consider all its stages in more detail:

1. Preparation of the protocol. This stage is similar to that described above (clause 1 when changing the charter). In this case, the protocol itself is not needed if data is being recorded. Although some Federal Tax Service Inspectors need such information, because if documents are not submitted within 3 days, a fine is imposed. Therefore, to avoid costs, you should have the original protocol with you.

2. Preparation of form P1400. You should fill out a form that can be taken from the Federal Tax Service or found on the global network. When filling it out, take into account all the standards described in the first procedure above.

3. Contact a notary. The specialist certifies the director’s signature on the application, numbers and binds the sheets.

4. Providing documentation to the INFS. All necessary documents are given to the tax inspector. Documentation is accepted either from the general director or from a trusted representative. A receipt is given confirming that the documents have been accepted.

5. Result. After 5 working days from the date of submission of documents, the MFC is provided with a State Register entry sheet with an updated legal address.

ON A NOTE! There is no state fee for this procedure. All counterparties receive a notification that the LLC or NPO has received a new legal address.

Difficulties when changing your legal address

When changing the legal address, representatives of the organization may encounter a number of problems. To avoid any difficulties, carefully check all the data, especially about the new legal address. If the tax authority for some reason doubts the reliability of the data provided, the procedure will most likely be suspended. During this time (no more than 30 days), a thorough check of all submitted documents will be carried out. If no violations are identified, the INFS will approve the decision to change the legal address. If the information provided does not correspond to the actual information, the organization will accordingly receive a refusal.

Personnel issues when moving to another location

As we can see, it is necessary to begin procedures related to “departure” from a populated area not by making changes to the charter or the Unified State Register of Legal Entities. Once the decision to move has been made, the first step is to notify employees about it. Especially when it comes to moving to another locality. After all, according to Art. 72.1 of the Labor Code of the Russian Federation, the transfer of employees when moving to another city is allowed only with their written consent. However, there is no clear answer to the question whether in such a translation it is necessary to comply with the provisions of Art. Labor Code of the Russian Federation procedure and, in particular, notify the employee in accordance with Part 2 of this article about upcoming changes and the reasons that necessitated the need for such changes.

Judicial practice does not provide an answer either. Thus, some courts believe that Art. The Labor Code of the Russian Federation does not apply in this case (see, for example, the appeal ruling of the Moscow Regional Court dated September 30, 2013 in case No. 33-19078/2013). However, there are other solutions. They contain conclusions that in the event of a transfer of an employee when moving to another city, it is necessary to comply with the provisions of Part 2 of Art. Labor Code of the Russian Federation. Failure to comply with them is a significant violation of the dismissal procedure and grounds for declaring it illegal (see, for example, the appeal ruling of the Chelyabinsk Regional Court dated May 19, 2014 in case No. 11-4933/2014).

Therefore, in order to avoid risks, we recommend notifying employees about the transfer according to the rules of Part 2 of Art. Labor Code of the Russian Federation, that is, no later than two months. If the employee agrees to work in another location, a transfer is issued, and in case of refusal, dismissal is issued on the basis of clause 9, part 1, art. Labor Code of the Russian Federation. Moreover, in the event of termination of the employment contract on the specified basis, in addition to other amounts that may be due to the employee upon dismissal, he is paid severance pay in the amount of two weeks' average earnings (paragraph 5, part 3, article 178 of the Labor Code of the Russian Federation).

If the employee agrees to move, the employer is obliged to reimburse the employee for the costs of his move, the move of his family members and the transportation of property (except for cases where the employer provides the employee with appropriate means of transportation), as well as for the arrangement of a new place of residence (Part 1 of Art. 169 Labor Code of the Russian Federation). Please note that the cost of travel for family members and transportation of their property is paid if they move to the employee’s new place of residence before the expiration of one year from the date of his move.

Answers to popular questions from clients when changing addresses

What difficulties arise when changing your legal address? The tax office may refuse to change your legal address if there are errors in the registration documents or the provision of an incomplete package. Also, a refusal may occur due to a massive legal address. For any change of address, be it in the area or even more so to another region, the Inspector in ninety cases out of a hundred contacts the owner to confirm the conclusion of the lease agreement. If there is no confirmation or lack of communication with the owner, the Tax Inspector will refuse to change the legal address.
What to do if your request to change your legal address is refused? In case of refusal, when changing the address, a reasoned decision is made with references to the legislation and the reason for the refusal. You can eliminate the reason and re-apply for a change of address. Also, there are cases when, during a change of address, the tax office suspends the registration of changes in the constituent documents and gives time to provide the necessary information. In the latter option, you can submit the required documents once without losing the state fee and re-certifying documents. In any case, before submitting documents for a change of address, we recommend that you check your premises for mass distribution. You can do this yourself on the tax office website or call us at the Document Center, where specialists will give detailed advice.
What are the risks when changing your address to another area? If you change your legal address to another area, you can become a candidate for an unscheduled on-site tax audit. At the same time, tax authorities will take close control of the general director, which will take into account such factors as the presence of other companies at the director and participation in dubious reorganization transactions in other companies.