The types of activities in the charter must comply with the qualifier

OKVED codes in the charter

Let's start with the fact that, according to paragraph 2 of Art. 12 of Law N 14-FZ, a limited liability company is NOT required to indicate either the main or additional types of activities in the charter of the LLC that they intend to engage in.

It is enough to limit ourselves to the wording in the constituent document “any type of activity not prohibited by law,” without listing specific foreign economic activities. But in the Unified State Register of Legal Entities the codes are from OKVED

, related to the activities of the LLC, are required to be registered.

eRegistrator.ru offers an automated service for preparing a full package of documents, including form p13001 for registration, amendments and liquidation of an organization.

Types of activities (OKVED codes) are included in the LLC charter by decision of the participants. Participants of the company can (but are not obligated) to make changes, additions, or exclusions of types of activities carried out by the company. This decision is documented in the minutes of the general meeting of participants or the decision of the sole participant.

Correct execution of the LLC charter. Do I need to update the charter of an LLC when registering?

The requirements for drawing up the charter of an LLC are contained in Art. 12 Federal Law “On Companies” dated 02/08/1998 No. 14. Often tax authorities also refer to the order of the Federal Tax Service dated 01/25/2012 No. ММВ-7-6 / [email protected] , which contains requirements for the preparation of documents submitted for registration (for example, applications about registration).

Despite the fact that this document is non-regulatory in nature and does not impose requirements for the execution of the charter, it is recommended to rely on its provisions in order to avoid unnecessary disputes with the tax authorities. There have already been cases of litigation, as evidenced, for example, by the Resolution of the Volga-Vyatka District Court of June 15, 2015 No. A82-12432/2014.

A written form of the charter is required. However, the legislation does not stipulate how it should be created - by printing using a computer or by hand. It is recommended to print the articles of association (single-sided or double-sided printing) since this is the official founding document of the organization, which is usually quite lengthy. Printing out typewritten text will simplify the process of registering an LLC and will avoid possible problems if tax officials do not want to accept a charter written by hand.

There is no requirement to sign the charter. It is enough to approve it in the manner that can be read below. Notarization is also not necessary.

There is no need to flash the charter. Tax officials have repeatedly spoken about this, for example, in a letter dated September 25, 2013 No. SA-3-14 / [email protected] If there is a desire to flash a document, this will not be a violation.

What forms are used to change activities?

If the charter lists OKVED codes, and does not simply indicate arbitrary types of activities, then changes to the charter should be made through form P13001.

If the charter contains the wording “any types of activities not prohibited by law” or the types of activities are listed without reference to the all-Russian classifier of types of activities, then registration of changes in activity codes must be done in the Unified State Register of Legal Entities by filling out form P14001.

There is no need to submit two forms to the registration authority at once.

From July 11, 2020, for registration actions, the All-Russian Classifier of Types of Economic Activities OK 029-2014 (NACE REV. 2) should be used.

OKVED OK 029-2001 (NACE Rev. 1) has not been used since July 11, 2020.

What is the charter, constituent documents of an LLC

An LLC's charter is the founding document under which the company operates. It specifies the goals and objectives of the company, the rights and obligations of participants, management of the company, and a number of other mandatory parameters. In other words, it can be called the “fundamental LLC law.”

Clause 4 art. 52 of the Civil Code of the Russian Federation, indicates, as a general rule, what should be in the charter:

The charter of a legal entity, approved by the founders (participants) of the legal entity, must contain information about the name of the legal entity, its organizational and legal form, its location, the procedure for managing the activities of the legal entity, as well as other information provided by law for legal entities corresponding to the legal entity. shape and type. The charters of non-profit organizations, charters of unitary enterprises and, in cases provided for by law, the charters of other commercial organizations must define the subject and goals of the activities of legal entities. The subject and certain goals of the activities of a commercial organization may also be provided for by the charter in cases where this is not mandatory by law.

Ideally, the charter is approved by the founders when creating the company. In fact, they download it from the Internet, more or less customize it to their needs (and sometimes they simply put their name, amount of authorized capital and address), and then submit it to the tax office. This is not good; you still need to prepare the charter yourself, or invite a specialist to do it.

Step-by-step instructions for changing the types of activities in the LLC Charter

So, in what cases to change OKVED codes and where to get them, we have found out, now let's look at the step-by-step instructions for adding and excluding types of activities for an LLC, especially since it is extremely simple.

1. Conducting a general meeting, making a decision on introducing/excluding a type of activity for an LLC into the charter.
2. Filling out an application in form P13001 for submission to the Federal Tax Service.
3. Notarization of the applicant's signature on form P13001.
4. Payment of state duty in the amount of 800 rubles. for making changes to the constituent documents. When preparing documents in form P13001 on our service, a receipt for payment is generated automatically.
5. Submitting documents to the registration authority and obtaining a decision to register changes in the charter with the Federal Tax Service. The deadline for submitting documents to register changes in OKVED codes is 3 (three) days from the date of adoption of the relevant decision.

Who signs documents when registering an LLC?

First, let's look at what and how documents are signed during the preparation of the documents themselves:

Who signs the Application form P11001

The application for registration of an LLC is signed by each founder - on his own sheet.

Who signs the minutes of the meeting (founder’s decision)

Minutes of the meeting of founders - signed by each founder opposite his last name.

The decision of the sole founder is signed by the sole founder.

Establishment agreement

The foundation agreement is signed by each founder.

LLC Charter

The charter is not signed during the preparation of documents.

Now let’s look at who should sign and staple documents to submit them to the tax office:

Contents of the Charter

The charter is the only constituent document of the company. But to register a company with the tax authority, it is necessary to submit a wider list of charter documents of the LLC, namely:

When drawing up the main document of an enterprise, it is necessary to take into account many changes in legislation. However, over the years, the need for the following sections of the Charter has remained unchanged.

General provisions

The following aspects are covered here:

1. All variations of the name are in Russian and foreign languages, in full and abbreviated form.
2. Location of the enterprise (legal and postal addresses).
3. Legal status of the company. This section indicates that the organization is a business entity that has certain property, as well as the rights and obligations of a business entity.
4. Goals and activities of the LLC for inclusion in the Charter.
5. The title of the position of the person managing the company. In an LLC, these functions are most often assigned to the general director, who is the sole executive body.
6. Period of office of the director.
7. The size of the authorized capital, how it is formed (property or money) and in what proportion.

This section also provides a list of branches and representative offices, if any.

Standard provisions

A well-drafted LLC Charter contains the specifics of the company’s activities. Eg:

• procedure for reorganization and liquidation of the company;
• the rights and obligations of participants, as well as the distribution of profits between them;
• all governing bodies and their subordination;
• procedure for storing documents and maintaining accounting records.

A standard sample of the LLC Charter, taking into account the latest changes in legislation, in Appendix 1 (Appendix 1).

What changes need to be made

From the experience of our work, the standard edits are as follows (we offer our recommendations on wording).

1. In the chapter of the Charter, which talks about the main types of activities , it is necessary to add protection of state secrets in accordance with the legislation of the Russian Federation.

How to formulate

1.1. Include the following items in the article “Main activities of the company”:

• protection of information constituting state secrets in accordance with the legislation of the Russian Federation;
• carrying out work related to the use of information constituting state secrets and ensuring the protection of state secrets in accordance with the legislation of the Russian Federation.

Question from a client: “Our charter specifies the main types of activities and there is a clause stating that a license is required to carry out certain types of activities. Is it necessary to add here to the types of activities about the protection of state secrets or is it enough (as is) a clause about individual types of activities?” Answer: you need to add a separate paragraph (see above).

1.2. In the same chapter, add a separate paragraph about obligations:

The Company undertakes to comply with the requirements of the legislation of the Russian Federation on issues of state secrets. Admission of employees to state secrets shall be carried out in strict accordance with the requirements of the Law on State Secrets and the Instructions on the procedure for access to state secrets.

2. In the chapter of the Charter, which talks about the rights and obligations of company participants, it is necessary to regulate the access of participants to state secrets.

How to formulate

Add the following paragraph to the article “Members of the company, their rights and obligations”:

Access to information constituting a state secret by members of the Company and the General Director of the Company is carried out only on the basis of access to information constituting a state secret, issued in the manner prescribed by the legislation of the Russian Federation.

3.

In the chapter of the Charter, which talks
about the management of the company and the director (“sole executive body of the company”), it is necessary to regulate the responsibility of the director on all matters of state secrets.
How to formulate

3.1. In the article “Sole executive body of the company”, add a general requirement:

The General Director of the Company has access to information constituting state secrets in accordance with the legislation of the Russian Federation on the protection of state secrets.

3.2. Add the following paragraph to the article “Responsibility of the sole executive body of the company”:

The General Director bears personal responsibility:

• for creating conditions and organization ensuring the protection of information constituting state secrets in the Organization; for creating conditions under which an official or citizen becomes acquainted only with information constituting a state secret, and in such volumes as are necessary for him to perform his official (functional) duties;
• for failure to comply with established restrictions on familiarization with information constituting state secrets.

4. In the chapter of the Charter on the reorganization and liquidation of the company, provide for the responsibility of the manager for the safety of information that constitutes a state secret.

How to formulate

4.1. Where is the article “Reorganization of society”:

In the event of a change in the functions of the Company, form of ownership, liquidation of the Company or termination of work using information constituting a state secret, the Company is obliged to ensure the safety of this information and its media by developing and implementing a system of measures for secrecy, information protection, PD ITR, security and fire safety . In this case, carriers of information constituting state secrets are destroyed in the prescribed manner, handed over for archival storage or transferred:

• to the legal successor of the Company who has information constituting a state secret, if this legal successor has the authority to carry out work using the specified information;
• the public authority at whose disposal the relevant information is located;
• to another government body, enterprise, institution or organization as directed by the interdepartmental commission for the protection of state secrets.

4.2. Where is the article “Liquidation of Society”:

Members of the liquidation commission, auditors, inspectors and other persons shall have access to information constituting a state secret if they have access to state secrets.

Total. You must amend the Charter in terms of key wording that will legitimize your right to engage in work related to state secrets.

Attention! Depending on the specifics of the company’s activities, individual additions are possible or even something will need to be removed .

In general, regarding the situation with the FSB license

Making changes to the Charter is one point. If everything else is in order with you (the manager has clearance, there is a real customer and a confidentiality agreement has been concluded, the first department has been assigned), then we suggest using the recommendations of our article.

If you have questions about other points or the situation in general, we suggest you use our knowledge and communicate with experts. Also, in live communication, we will tell you how to avoid controversial situations under the Charter in interaction with the FSB licensing authority.

In conclusion, we note that with the FSB license, as with medicine, there are recommendations and recommendations, but there are always “contraindications.” That is, “you can use it,” but “consultation with a doctor (lawyer)” is required!

All the best and thank you for your questions! This material was written just at the prompting of an incoming call.

Best regards, ISU team of experts

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Features of drawing up the Charter

The opening of a company can be carried out by one or more founders. The specifics of filling out statutory documents depend on the number of owners.

If there is only one founder

When drawing up the Charter, the following features should be taken into account:

1. The owner can be an individual or legal entity. However, a firm cannot be the sole owner of a company if its authorized capital belongs to only one person.
2. When choosing a legal address, you can consider registering a business at your home address. Moreover, we are talking about the address of the general director, not the owner.
3. When indicating the term of office of a director, it is best to indicate 5 years or indefinitely. This will allow you to avoid delays in the future.

Federal Tax Service requirements for the charter

The charter of an LLC with several founders must meet the following requirements:

• Numbering
  . The title page is not numbered, numbering starts from the second sheet and goes to the last sheet
• Printing must be strictly one-sided
• On the title page we indicate that the Charter is approved by the decision of the general meeting of the founders of the LLC
• There is no need
  to stitch the sheets .
• Submit identical copies of the Charter to the inspection
• It is not necessary to sign the charter
  , but if the founders want to sign, it will be a violation
• The charter does not need to be certified by a notary

Types of activities in the Charter

Before registering an LLC on their own, the founder needs to decide what types of activities to indicate in the Charter. Usually at this stage a lot of questions arise. Mostly they are related to financial aspects, for example, how the selected list will affect the taxation of the company.

Types of activities have a generally established abbreviation and are designated by OKVED codes. This classifier is a list of all possible sections and subsections, arranged in a hierarchical sequence. Codes are indicated in Latin letters and numbers. In the statutory documents it is enough to indicate codes consisting of no more than 4 digits.

The legislation does not limit the founder in choosing a list of types of activities, that is, if desired, he can enter at least all OKVED codes into the constituent documents. However, this idea can hardly be called reasonable.

The choice of the main type of activity is important. The procedure for calculating fees for insurance of workers against accidents at work depends on it. The more risky the activity indicated as the main one, the higher the deductions. If the employer does not provide timely confirmation of the main type of activity, then the Social Insurance Fund has the right to independently determine the base for payment of contributions. Usually the highest tariffs are set. This explains the inappropriateness of indicating in documents a large list of codes in the Charter.

The types of activities in the LLC Charter also affect taxation. Preferential regimes (STS, UST, UTII and PSN) have restrictions on the type of activity. For example, when paying taxes under the simplified tax system, you cannot engage in insurance activities, mining or production of excisable goods.

In the course of its activities, the company may begin to carry out activities not specified in the constituent documents. It is not prohibited. But if the regulatory authority is not informed about this within three days, administrative liability will arise. She faces a fine of 5,000 rubles.

After drawing up the document and before correctly filing the LLC Charter, it must be carefully double-checked several times. After all, later even small omissions can turn into serious problems for the company and its participants.

LLC registration answers to questions, part two

1.How many types of activities can be indicated in the charter when registering an LLC

Currently, there is no need to indicate the types of economic activities in the charter. In accordance with paragraph 20 of Decree of the President of the Republic of Belarus No. 1 of January 16, 2009. The types of activities of a legal entity are indicated in the charter at the request of the property owner (founders). Registration and other state bodies (organizations) are prohibited from requiring indications in the charter of a legal entity, as well as in the certificate of state registration of an individual entrepreneur, of the types of activities they carry out.

2.Can a person who is already registered as an individual entrepreneur register an LLC?

Maybe. The legislation of the Republic of Belarus does not prohibit an individual registered as an individual entrepreneur from becoming a founder (participant) of a limited liability company. However, it must be borne in mind that such a person will act as a founder (participant) of an LLC not as an individual entrepreneur, but as an individual. At the same time, it is also necessary to remember the restrictions established in the Decree of the President of the Republic of Belarus dated January 16, 2009. No. 1, for founders.

3. Is it now necessary to submit a letter of guarantee at the legal address to the registering authority to register an LLC?

No. The legislation does not currently provide for the provision of a letter of guarantee at the location of a commercial organization specified in the charter. In practice, registration authorities have also not required such letters for a very long time.

4. Do I need to independently register with the authorities after registering an LLC?

No. No need. There is an electronic system “Interaction” between government agencies. Registration of a registered commercial organization is carried out by the registration authority itself. You just need to pick up the registration document within 5 working days after registering the company. And about where you still need to go and what to do immediately after registering a company, read my article “What to do after registering a company, registering an LLC,” which you can find on the website zakonoved.by.

5. Is it necessary to have an appointed director at the time of state registration of a company?

At the time of state registration of the company, you do not have to already have a manager. You can register a company without indicating information about the director in the registration application. Then, when the manager is appointed, it is simply necessary to send a notification in the form established by law to the registration authority within 10 working days from the date of appointment.

6.How to properly prepare the charter of an LLC

Only a professional lawyer can correctly prepare the charter of a limited liability company. I do not recommend that you try to develop a charter yourself, much less use templates posted on the Internet. By registering an LLC with such charters on a declarative basis, you risk your entire business in the future, so I definitely advise you to entrust the legal work to lawyers, who will then be responsible for the content of the prepared charter.

That's all, read articles and news on the website zakonoved.by, do business, and let lawyers do the legal work.

Read here the first part of the article on questions and answers on company registration.

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Types of activities in the charter

dated March 24, 2016) “On some issues related to the application of part one of the Civil Code of the Russian Federation”18. When resolving disputes, it is necessary to take into account that commercial organizations, with the exception of unitary enterprises and other organizations provided for by law, are endowed with general legal capacity (Article 49) and can carry out any types of business activities not prohibited by law, unless the constituent documents of such commercial organizations contain an exhaustive (completed) list of activities that the relevant organization has the right to engage in.

Articles, comments, answers to questions: Types of activities in the charter

Guide to HR issues. Dismissald) failure to ensure the use of the property of a unitary enterprise for its intended purpose in accordance with the types of its activities provided for by the charter of the enterprise, as well as failure to use budgetary and extra-budgetary funds allocated to it for its intended purpose for more than three months;

How to draw up an LLC charter

The charter of an LLC must contain mandatory information - a list of them is given above. However, if desired, the founders can add additional information to it, indicating, for example:

• the period for which the organization is created;
• procedure for changing the size of the authorized capital;
• procedure for inheriting a share in an LLC;
• procedure for making decisions at a general meeting, etc.

The charter can be drawn up both in paper and electronic form (clause 3 of article 11 of the Federal Law “On State ...” dated 08.08.2001 No. 129-FZ). The paper charter is drawn up on A4 paper; the title page indicates the name of the company, its organizational and legal form, the place where the document was drawn up, the stamp of its approval by the founders and the seal of the organization. The document can be submitted for registration in person through the tax office or by mail.

The LLC charter can be submitted for registration via the Internet. To do this you need:

1. Scan a paper copy of the charter, drawn up according to the rules described above.
2. On the tax website, download a program for creating an electronic transport container.
3. Create a transport container containing an electronic copy of the charter, sign it with an electronic digital signature and send it for registration with the Federal Tax Service.

The registered charter will be sent back electronically by the tax office. If you need a paper copy, submit a request to the tax office - it is required to be provided to the applicant in accordance with paragraph. 4 p. 3 art. 11 Federal Law No. 129.

Required and Recommended Provisions and Sections

As already mentioned, the necessary provisions are contained in Part 2 of Art. 12 Federal Law “On LLC”. Let's look at them point by point:

1. Full and abbreviated corporate name of the company - indicate everything in full, in all languages ​​in which you wanted to indicate it. It doesn’t matter in what case it is written in the charter, in the Unified State Register of Legal Entities everything will be displayed in capital letters, but in other languages ​​it will not be displayed at all.
2. Information about the location of the company - since September 2014, you can only indicate the location (city), the address is not necessary (and not recommended, it will be easier to change).
3. Information on the composition and competence of the company’s bodies, including on issues that constitute the exclusive competence of the general meeting of the company’s participants, on the procedure for decision-making by the company’s bodies, including on issues on which decisions are made unanimously or by a qualified majority of votes - here you need to be very careful to the issue of a simple majority - in order to avoid corporate wars. It is better to accept all important issues unanimously, and if someone does not agree, he should be expelled from society through the court as a person who systematically interferes with the work of the LLC. After all, this is shared decision-making, not a debating club.
4. Information on the size of the authorized capital of the company - it is enough to indicate the size of the authorized capital. How it is formed, when it is paid for and by whom does not matter to the charter.
5. Rights and obligations of company participants - in order not to invent anything new, just give a link to the Law (14-FZ, “On LLC”).
6. Information about the procedure and consequences of the withdrawal of a company participant from the company, if the right to leave the company is provided for by the company’s charter - again, in order to avoid plundering the company’s assets, prohibit exit altogether. If he wants to get out of business, let him sell the share at a nominal price to another participant, and go in peace.
7. Information on the procedure for transferring a share or part of a share in the authorized capital of the company to another person - we must specify in detail, how long to notify, whether it is necessary to notify about the sale of the share, whether the consent of other participants is required, etc. Here it is better to involve a specialist.
8. Information about the procedure for storing company documents and about the procedure for the company providing information to company participants and other persons - everything is simple here, the director has the documents, he provides everything upon written request.
9. Other information provided for by the Federal Law “On LLC” - for example, about the presence or absence of a seal.
10. The company's charter may also contain other provisions that do not contradict this Federal Law and other federal laws - you can include anything, but with a specialist.

Sample charter of an LLC with one founder

The charter can be drawn up for a single founder, although it would be more logical to take a universal option at once - for two or more, for possible business expansion.

A sample charter on one page will look something like this:

Approved:

By the decision of the sole founder

LLC "Your Name"

from "__" ________ 2020

Charter

Limited Liability Company "Your Name"

Full corporate name: Limited Liability Company “Your Name”.

Abbreviated corporate name of the Company: LLC “Your Name”.

Full corporate name in English: “Yourcompanyname” LimitedLiabilityCompany;

Abbreviated corporate name in English “Yourcompanyname” LLC

The authorized capital of the Company is XXXX (XXXX thousand) rubles

Location of the Company: Russian Federation, Region of the Russian Federation.

A member of the company has rights and bears obligations in accordance with current legislation.

A member of the Company has the right to sell or otherwise assign his share in the authorized capital of the Company or part thereof to third parties, in accordance with current legislation

The supreme body of the Company is the sole participant of the Society. Decisions on issues falling within the competence of the general meeting of company participants by law are made by the sole participant of the company individually and are documented in writing.

Management of the current activities of the company is carried out by the Director of the company. The Director, without a power of attorney, acts on behalf of the Company, has the rights and bears the responsibilities provided for by current legislation, and also exercises other powers not assigned by the Federal Law “On Limited Liability Companies” or this Charter of the Company to the competence of the General Meeting of Participants of the Company.

The company has the right to transfer, under an agreement, the exercise of powers of its sole executive body to the manager.

The Company stores documents required by current legislation on paper or electronically.