Company transformation: what documents need to be reissued?

The Supreme Court decided whether it is necessary to change documents when changing the form from OJSC to JSC

Author: Irina Fedorova The Supreme Court established whether a company that changed its form from OJSC to JSC must make this change in all documents if the OJSC form was abolished at the legislative level in 2014.

2. The considered norm of the Law on amendments to Chapter 4 of the Civil Code of the Russian Federation indicates only that there is no need to make changes to previously issued documents.

The Industrial and Construction Partnership tried to challenge in court the fine of 40,000 rubles that Rosfinnadzor imposed on it for violating the deadline for re-issuing the passport of a transaction with a Luxembourg company from which the partnership took a loan. A transaction passport is a document that companies must draw up if a transaction is carried out between a resident and a non-resident of the country.

For example, when importing goods or borrowing from a foreign company. In this case, the currency transaction itself is carried out through a bank in one of the countries. In this case it was the Marine Joint Stock Bank.

Without a transaction passport, the operation could be classified as smuggling and shady business. The documents of the Industrial Construction Partnership had to be changed because it changed its organizational form from an open joint-stock company (OJSC) to a joint-stock company (JSC).

Not so long ago, after Law 99-FZ came into force, which abolished OJSC, all companies with this form of organization had to do this.

The entry was made in the Unified State Register of Legal Entities on February 26, 2020, and on November 27, 2015, the company submitted an application to re-register the transaction passport to the bank, to which Rosfinnadzor immediately responded.

The department indicated that the application had to be submitted no later than April 10, 2020, and fined the Industrial Construction Partnership 40,000 rubles. for violation of deadlines (part 6 of article 15.25 of the Administrative Code). In attempts to challenge the fine, the company went all the way to the Supreme Court (case No. A56-6950/2016).

In the complaint, she writes that the OJSC had to be replaced by JSC in order to bring the name of the legal entity into compliance with the law. The OJSC form has ceased to exist in Russia as such, and the civil code states that it is

“does not require changes to title and other documents containing its previous name”

, which means that the company had no obligation to re-issue the transaction passport at all. The Supreme Court accepted the company's complaint and, at a meeting on August 9, overturned the decisions of the lower authorities, sending the case for a new trial to the Arbitration Court of St. Petersburg and the Leningrad Region.

Thus, the Industrial and Construction Partnership got another chance to prove in court that it does not need to re-issue the transaction passport.

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What documents need to be amended when renaming an OJSC into a JSC?

Such conclusions follow from the totality of the provisions of the articles of the Labor Code of the Russian Federation.

When changing the name of an organization, it should be remembered that a change in the type of company (for example, from a CJSC to an OJSC, from an OJSC to a JSC) within the same organizational and legal form is not a reorganization within the meaning of the Civil Code of the Russian Federation, as indicated by the Plenum of the Supreme Arbitration Court in paragraph.

23 Resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation dated November 18, 2003 No. 19.

A similar provision on renaming in the described situation is enshrined in paragraph 7 of Art. 3 of the Federal Law of 05.05.2014 N 99-FZ Details in the materials of the Personnel System: Situation: How to draw up personnel documents when changing the name of the organization If the name of the organization changes, then the personnel service must: conclude additional agreements to employment contracts with employees.

This is explained by the fact that the name of the organization refers to the information that is reflected in the employment contract,

How can a closed joint-stock company be changed to a joint-stock company?

Such a joint stock company must indicate in its corporate name that it is public (as amended by Law No. 99-FZ).

At the same time, JSCs that have the characteristics of public ones are recognized as such from September 1, 2014, regardless of whether this is indicated in their corporate name or not (). The remaining JSCs and all LLCs are considered non-public. There is no need to include the word “non-public” in the name of a non-public JSC and LLC (Civil Code of the Russian Federation as amended).

The name of the company can be changed the first time changes are made to the constituent documents (). The law does not establish specific deadlines for this. Advice When renaming or reorganizing a company, order a new imprint of the seal of the personnel service. If the founders of the CJSC decide to maintain the form of a joint stock company, then the first time the charter is changed, the name of the organization will need to be changed.

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However, the form of a joint stock company involves additional financial costs.

Changing the type of joint stock company

Such powers are provided for in paragraphs 10–10.2 of Article 4 of the Federal Law of July 10, 2002 No. 86-FZ “On the Central Bank of the Russian Federation (Bank of Russia)”.

A mandatory audit is provided for all joint-stock companies (clause 5 of Article 67.1 of the Civil Code of the Russian Federation, clause 1 of Part 1 of Article 5 of the Federal Law of December 30, 2008 No. 307-FZ “On Auditing Activities”). And this is an additional expenditure of time and money.

• grossly violates his duties or
• by his actions (inaction) makes the activities of society impossible or significantly complicates them.

However, until the law specifies the provisions on mixed reorganization, if possible, it is better not to carry it out.

Formally, the name of the JSC does not need to be changed. Thus, the law does not oblige the exclusion of the word “open” from it.

In this case, it is necessary to exclude the word “closed” from the company name of the JSC (otherwise negative consequences may arise).

The law does not establish a specific period, but it is better to make changes to the charter as soon as possible after September 1, 2014.

OJSC has become a PJSC, which personnel documents need to be amended?

However, even in this case, the name of the employer itself cannot be considered a condition of the employment contract agreed upon by the parties. As follows from the first part of Art.

9 of the Labor Code of the Russian Federation, the employment contract regulates the labor relations between the employee and the employer. The obligation of companies that meet the criteria of public joint-stock companies to include the word “public” in their name is established by the norms of Law No. 99-FZ and the Civil Code of the Russian Federation and is outside the scope of labor relations.

The implementation by the employer of rights and the fulfillment of obligations associated with his name, in our opinion, cannot be made dependent on the provisions of the employment contract and cannot require agreement with the employee. Changing the name of the employer does not interfere with the execution of the employment contract and does not in any way affect labor relations with employees.

The legal fact of the identity of the employing organization with the old

When changing the name of an OJSC to a JSC, no reorganization occurs

Especially for the site www.audit4dk.ru Yulia Mikhailovna Kostyuchenko, Legal Adviser 11/27/2017 Changing the name of a legal entity is not a reorganization.

According to Art. 57 of the Civil Code of the Russian Federation (hereinafter referred to as the Civil Code of the Russian Federation), the reorganization of a legal entity can be carried out in the form of merger, accession, division, separation, transformation.

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 4 of Article 66 of the Civil Code of the Russian Federation, business companies can be created in the organizational and legal form of a joint stock company or a limited liability company. According to paragraph 1 of Art. 20 of the Federal Law of December 26, 1995 No. 208-FZ “On Joint-Stock Companies” (hereinafter referred to as Law No. 208-FZ), a joint-stock company has the right to transform into a limited liability company, into a production cooperative, or, by unanimous decision of all shareholders, it has the right to transform into a non-profit partnership.

Thus, the norms of the Civil Code of the Russian Federation and Law No. 208-FZ establish that a joint-stock company is the organizational and legal form of a legal entity and only its transformation into a limited liability company, a production cooperative or a non-profit partnership is recognized as a reorganization of a joint-stock company. 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.

Changing the name, for example, from “ABC” to “GDE” will also not be a reorganization.

Changing the name of a legal entity entails making changes to the constituent documents. According to paragraph 5 of Art. 5 of the Federal Law of 08.08.2001 No. 129-FZ

“On state registration of legal entities and individual entrepreneurs”

(hereinafter referred to as Law No. 129-FZ) a legal entity is obliged to notify the registration authority at its location within three working days from the date of change of name.

If a change in name occurs in connection with amendments to the constituent documents, amendments to the unified state register of legal entities are carried out in the manner prescribed by Chapter 6 of Law No. 129-FZ (state registration of changes made to the constituent documents of a legal entity, and the introduction changes to information about a legal entity contained in the Unified State Register of Legal Entities). That is, changing the name does not entail the need to register a new legal entity. Thus, when the name of an OJSC is changed to a JSC, no reorganization occurs; the legal entity does not cease its activities, but continues its activities under the new name.

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JSC changes legal address

Experts from the Legal Consulting Service GARANT Elena Lozhechnikova and Maxim Zolotykh tell us what legal requirements must be observed when changing the legal address of a joint stock company.

The CJSC plans to change its legal address (to another region). What documents are required for this, which government agencies must be notified and within what time frame? What is the procedure for making changes and additions to the company’s charter, bringing it into compliance with current legislation?

Information about the location of the joint-stock company is contained in the company’s charter (clause 4, article 52, clause 5, article 54 of the Civil Code of the Russian Federation, clause 3, article 11 of the Federal Law of December 26, 1995 N 208-FZ “On Joint-Stock Companies” (hereinafter - Law on JSC)). Accordingly, in order to change the location of the company, it is necessary to make appropriate changes to the charter in the manner prescribed by law.

Amendments and additions to the company's charter or approval of the company's charter in a new edition are carried out by decision of the general meeting of shareholders (clause 1 of article 12 of the Law on JSC).

By virtue of Art. 13, paragraph 1, art. 14 of the Law on JSC, changes made to the charter of the company are subject to state registration in the manner established by Federal Law No. 129-FZ of 08.08.2001 “On State Registration of Legal Entities and Individual Entrepreneurs” (hereinafter referred to as Law No. 129-FZ). Changes 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 (clause 2 of article 14 of the Law on JSC).

State registration of changes made to the constituent documents of a legal entity, as well as the introduction into the Unified State Register of Legal Entities (hereinafter referred to as the Unified State Register of Legal Entities) of changes relating to information about a legal entity, but not related to amendments to the constituent documents of a legal entity, is carried out by the Federal Tax Service of Russia, which is entrusted with the functions of state registration of legal entities (by the registering authority), at the location of the legal entity (Article 2, paragraph 1 of Article 18 of Law No. 129-FZ, paragraph 1 of the Regulations on the Federal Tax Service, approved by the Decree of the Government of the Russian Federation dated 09/30/2004 N 506).

For state registration of changes to the charter, the following documents must be submitted to the registration authority at the “old” location of the organization (clause 1 and clause 2 of Article 17 of the Registration Law):

— an application signed by the person performing the functions of the sole executive body of the company in form P 13001, approved by order of the Federal Tax Service dated January 25, 2012 N ММВ-7-6/ [email protected] The authenticity of the applicant’s signature on the application must be notarized (p 1.2 Article 9 of the Registration Law). An application in form N P 14001 is not required to be submitted additionally; — decision of the general meeting of shareholders to amend the company’s charter; — changes made to the charter (they can be drawn up in the form of a new edition of the charter or a separate document) in two copies if documents are submitted directly or by post, in one copy when documents are sent in electronic form; — a document confirming payment of the state duty (in accordance with paragraph 3 of paragraph 1 of Article 333.33 of the Tax Code of the Russian Federation, its amount is 800 rubles).

Failure to submit these documents is grounds for refusal of state registration (subclause “a”, paragraph 1, article 23 of the Registration Law). Since the above list is exhaustive, the registering authority does not have the right to require the submission of additional documents (for example, lease agreements, certificates of registration of property rights and other similar documents confirming the accuracy of the location of the organization indicated in the constituent documents) (Clause 4 of Article 9 of the Law on Registration ).

State registration is carried out within 5 working days from the date of submission of documents to the registering authority (Clause 1, Article 8 of the Registration Law). No later than one working day from the moment of state registration, the registering authority issues (sends) to the applicant a certificate in the form P57002 (clause 3 of article 11 of the Registration Law, clause 1 of the order of the Federal Tax Service of the Russian Federation dated 06/09/2014 N ММВ-7-14/ [email protected] ).

Let us note that it is not required to notify extra-budgetary funds about a change in the location of the organization (Article 11, Article 14 of the Federal Law of December 15, 2001 N 167-FZ “On Compulsory Pension Insurance in the Russian Federation”, Part 4 of Article 17 of the Federal Law of November 29, 2010 N 326-FZ “On compulsory health insurance in the Russian Federation”, Article 6 of the Federal Law dated July 24, 1998 N 125-FZ “On compulsory social insurance against industrial accidents and occupational diseases”). In accordance with clause 3.1 of Art. 11 of the Law on Registration, the tax authority notifies the relevant funds of a change in the location of the organization independently within a period of no more than 5 working days from the date of making the relevant changes in the state register. Extra-budgetary funds, on the basis of information received from the tax service, independently deregister the organization and register it at a new location (clause 17 of the Procedure for organizing the work of the executive bodies of the Social Insurance Fund of the Russian Federation for registering legal entities as insurers based on the information contained in the Unified State Register of Legal Entities, approved by Resolution of the Federal Tax Service of the Russian Federation dated March 23, 2004 N 27).

Information about the deregistration of an organization with the “old” tax inspectorate in connection with a change in the location of the company and an extract from the Unified State Register of Legal Entities via communication channels are sent by employees of the inspection to the tax authority at the new location of the organization no later than the working day following the day the organization is deregistered. Registration of an organization with the tax authority at the new location is carried out no later than the working day following the day of receipt of an extract from the Unified State Register of Legal Entities from the tax authority at the previous location of the legal entity. The date of registration of an organization is the date of entry in the Unified State Register of Legal Entities about a change in the location of a legal entity (clauses 3.6.1, 3.6.3 of the Procedure and conditions for assignment, application, as well as changes in the taxpayer identification number when registering, deregistering legal and individuals (approved by order of the Ministry of Taxes and Taxes of the Russian Federation dated 03.03.2004 N BG-3-09/178)).

Within 30 days from the date of receipt of the certificate of state registration of the relevant changes to the charter, the company is obliged to submit a notification to the body carrying out state registration of issues of securities (which is the Central Bank of the Russian Federation (Article 4 of the Federal Law of July 10, 2002 N 86-FZ)). on changes in information about the location with the attachment of documents confirming such changes (clauses 58.1, 58.2, 59.1.2, 59.4, 59.5.1 of the Securities Issue Standards, the procedure for state registration of an issue (additional issue) of issue-grade securities, state registration reports on the results of the issue (additional issue) of issue-grade securities and registration of securities prospectuses approved by Bank of Russia Regulation No. 428-P dated August 11, 2014, hereinafter referred to as the Issue Standards). The notification is drawn up in the form of Appendix No. 26 to the Emission Standards.

The GARANT system will help you get acquainted with the texts of the documents mentioned in the experts’ response without spending a lot of time on independent analysis.

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How to correctly register a change from OJSC to JSC?

The new name will appear in local acts as they are issued (adopting new or updating existing documents) within the framework of the employer’s current activities. Such conclusions follow from the totality of the provisions of the articles of the Labor Code of the Russian Federation.

At the same time, in order to update the name in all documentation, it is still recommended to change the name of the organization in local acts by crossing out the old one and introducing a new name or publishing documents in a new edition, that is, with a clarified name. When changing the name of an organization, it should be remembered that the transformation of the type of company (for example, from a closed joint stock company to an open joint stock company) within the framework of one organizational and legal form is not a reorganization within the meaning of the Civil Code of the Russian Federation. Question from practice: within what period of time it is necessary to make an entry about a change in the name of the employer in the work books of employees All records about the work performed,

Procedure for reorganization by transformation

Step-by-step instructions for transforming a production cooperative into an LLC or other company (partnership):

1. Justification of the need to transform the PC and the choice of its final form.
2. Discussion and approval by the meeting of cooperators of the procedure for undergoing reorganization, the sources of formation of the authorized capital of the new enterprise, the algorithm for exchanging shares for shares or other types of deposits, new statutory documents and the person responsible for the registration procedure.
3. Preparation of documentation and submission for registration.
4. Completion of the reorganization (after making the corresponding entry in the register).

To register a change in the legal form in 2017, you will need to provide the following documents to the Federal Tax Service:

• application for the transformation of a production cooperative;
• the charter of the company or partnership formed as a result of the reorganization;
• the decision on transformation in the form of minutes of the meeting of cooperators;
• confirmation of payment of the fee;
• pension fund certificate;
• application for a copy of the new charter.

https://youtu.be/_-OibqxDJmk

Closed Joint Stock Company has changed to Open Joint Stock Company: is it necessary to re-register documents for OPO?

In connection with changes to Chapter 4 of the Civil Code of the Russian Federation, owners of hazardous production organizations are actively changing the corporate names of their organizations from CJSC/OJSC to JSC/PJSC.

The process began in 2014 and is still ongoing.

Is it necessary to reissue permits for a hazardous production facility due to a change in the name of the operating organization?

According to paragraph 7 of Article 3 of the Federal Law of May 5, 2014 No. 99-FZ “On amendments to Chapter 4, 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”: “Changing the name of a legal entity in connection with bringing it into conformity with the norms of Chapter 4 of the Civil Code of the Russian Federation does not require amendments to the title and other documents containing its previous name.”

“Other documents containing the previous name” include, but are not limited to, documents for the OPO:

• Certificate of registration of the public organization.
• Regulatory and technical documents for hazardous production facilities (PPK, PRI, PMLA, instructions, orders, etc.).
• Mandatory policy and its annexes.
• License to operate explosive, fire and chemically hazardous production facilities of I, II and III hazard classes, etc.

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Thus, there is no need to re-register documents for a public organization after changing the name of your organization from CJSC to JSC (or from OJSC to PJSC).

It is important to understand that this applies only to those cases when the name of the organization operating the hazardous production facility changes in accordance with the requirements of the Civil Code of the Russian Federation (as amended by the Federal Law of May 5, 2014 No.

No. 99-FZ). Please note: if there have been other changes in the corporate name of your organization (for example, it was CJSC Kristanval, but became JSC Kristanval-Cleaning), then the documents for the HPO need to be reissued. In this case, the change of name goes beyond the scope of fulfilling the requirements of the Civil Code of the Russian Federation (as amended by the Federal Law of May 5, 2014 No.

No. 99-FZ). A similar situation arises when, along with the name (from CJSC/OJSC to JSC/PJSC), your organization’s details (TIN, OGRN, etc.) change. In this case, Rostechnadzor will consider you a completely new legal entity and re-issuance of permits (normative and technical) documents for the hazardous production facility will become mandatory.

In our organization, only CJSC was changed to JSC in accordance with the Federal Law, all details remained the same.

We make an entry in the work books: Closed joint-stock company "Samara Heat and Power Management Company" was renamed

Meanwhile, the Instructions contained in Resolution No. 1 for the use and completion of forms of primary accounting documentation for the accounting of labor and its payment do not determine the procedure for making changes to a personal card when changing the name of the organization.

In our opinion, in this situation, it is possible to apply by analogy the procedure for making changes in the event of a change in the name of the organization, established by paragraph.

3.2 Instructions for filling out work books (approved by Resolution of the Ministry of Labor of Russia dated October 10, 2003 N 69): the previous information is crossed out with one line, and then (above the crossed out or if there is free space next to it) a note is made:

“The organization such and such has been renamed to such and such”

and the basis for the renaming is indicated. As a rule, to streamline this work, it is published. When changing the name of an organization, it is not necessary to make changes to the local acts in force in it, since when changing the name, a change of employer as a party to the labor relationship does not occur.

Converting a unitary enterprise into an LLC: algorithm of actions

This operation can be divided into several stages:

1. The owner makes an appropriate decision.
2. Conducting an inventory of assets and liabilities.
3. Notification of creditors about the upcoming reorganization.
4. Notification of government agencies and other organizations.
5. Notification of UP employees.
6. Approval of the transfer deed.
7. Approval of the charter of the LLC (LCD), formation of the bodies of the LLC (LCD) and election (appointment) of their members.
8. Approval of the name of the LLC (LCD).
9. State registration of changes and additions to the charter. Entering this data into the Unified State Register of legal entities and individual entrepreneurs.

As you might have guessed, each stage has its own specifics, so it makes sense to carefully consider each step.

Making a decision to transform a unitary enterprise into an LLC or ALC

The decision is made by the owner of the property of the unitary enterprise. If his role is played by an individual, then he independently determines the content of the decision. When a business company is meant, one should take into account whose jurisdiction the issue of reorganization is. Such decisions can be made by the general meeting or the board of directors. This also implies the need to monitor compliance with the regulations for organizing such events (preparation, convening, actual holding, requirements for the number of votes for making a decision). Please note that an entity cannot be a participant in another entity if it consists of one person.

It is worth noting that, even if the initiative comes from one person, who will be the only member of the LLC, this is recorded in writing. It is important that such a decision reflects the size of the authorized capital and the procedure for its formation. When a non-monetary contribution is expected, which must be made before the state registration of the enterprise, it makes sense to designate in advance the person who will carry out the assessment or examination of the assessment.

The creation of a chemical enterprise can be carried out in two forms:

• establishment of a company;
• reorganization of a legal entity.

In the 3rd part of Article 11 of the Law, only the first option is implied. From a practical point of view, some of the issues set out in this standard can be resolved in the process of reorganizing the unitary enterprise into an LLC.

If we talk about the size of the authorized capital that appears as a result of the reorganization and the procedure for its creation, it is worth noting that, as a general rule, only a change occurs in the organizational and legal form of doing business. The size of the fund itself and its composition remain unchanged. This is important to remember when organizing an assessment or examination.

When discussing the reflection of the decision of the owner of the unitary enterprise on reorganization, it is worth noting that legally it is no longer carried out by the owner of the unitary enterprise, but by the founder of the limited or additional liability company. It is advisable to reflect this in a separate document.

Conducting an inventory of assets and liabilities

According to Law No. 57-3, this procedure is mandatory. It is carried out in accordance with the Instructions approved by Decree of the Ministry of Finance No. 180. Based on the results of this operation, appropriate inventories, matching statements, acts and protocols are drawn up.

The basis for conducting an inventory is an order, the form of which is given in the Instructions. It is important to comply with all formalities so that the procedure is not considered illegal.

Notification of creditors

According to the Civil Code, this must be done in writing. The deadline is not specified anywhere, but, based on the principles of good faith and reasonableness, this must be completed within a reasonable period of time. Please note that publishing relevant information in the media is not an alternative solution in this case. It is important that information about the reorganization is transmitted individually.

The Civil Code of our country does not contain requirements for what must be included in the notice, but the content should be sufficient for the creditor to draw the appropriate conclusions and decide on the advisability of filing a claim for termination or early fulfillment of the obligation, as well as compensation for losses.

Notification of government agencies and other organizations

The following structures should be notified of the reorganization:

• IMNS;
• FSZN;
• Belgosstrakh;
• servicing bank;
• counterparties (provided that there is a corresponding clause in the contracts concluded with them). This requirement applies even if these persons are not creditors.

The current legal regulations do not have strict instructions on the content of the notification, so it is drawn up in any form.

Notification to UE employees

As is known, legal relations with persons working under employment agreements or contracts are regulated by the Labor Code of Belarus. There is no direct requirement in this code of law to carry out this procedure, but it is necessary for the following reason. The fact is that the employee continues to work for the reorganized employer only if he agrees to do so. It turns out that in order to receive a positive or negative answer, he should be notified of the reorganization of the unitary enterprise into an LLC or ALC.

As with the other notifications discussed, there are no specific requirements for the content of this document, so it is compiled in any form.

Approval of the transfer deed

When the inventory is completed, this document is drawn up. Its form is not established by current legal regulations. At the same time, it is important that it contains the succession of all rights and obligations to creditors and debtors, including those that are disputed by the parties.

This document is approved by the owner of the property of the unitary enterprise. This issue is inextricably linked with the reorganization process itself, and therefore must be resolved in the same way as making a decision to change the form of the enterprise.

Approval of the charter of LLC (ALC), creation of bodies of the new company, appointment of their members

Please note that neither the Civil Code nor the Law indicate that when an organization with one participant appears, a constituent meeting must be held. At the same time, it is important to remember that there is a need to approve the charter and formation of bodies, which is usually decided collectively, but not in the case we are considering. If the founder is one participant, he resolves all such issues individually.

Such an attitude of the legislator deprives the reorganization procedure of a bureaucratic component, making it simpler and more optimized. In this case, the set of documents for transformation remains the same as in the case of several founders.

Name approval

Due to the fact that a new legal entity is emerging, it is important to decide on its name even before registration. This is quite natural and never causes controversy. It is important to comply with all requirements contained in Belarusian regulations.

The procedure in which this is carried out is determined by the relevant Regulations, approved by Resolution of the Council of Ministers of our country No. 154 (2009), and Resolution of the Ministry of Justice No. 20 (2009). Based on the results of the agreement, a certificate is issued. The procedure itself occurs after submitting an application, which must meet certain requirements. The form of this appeal is fixed in the above-mentioned Regulations.

State registration of changes/additions to the charter. Entering data into the Unified State Register of legal entities and individual entrepreneurs

Let us note right away that in our case we are talking about the emergence of a new company, so it is not adjustments that are registered, but a new constituent document. The list of documents required for this operation is determined by paragraph 16 of the State Registration Regulations, approved by Decree No. 1 of the President of our country, dated 2009.

A unitary enterprise is considered reorganized into a limited or additional liability company from the moment of state registration. This is what paragraph 4 of Article 53 of the Civil Code says. To be more specific, this means the date of entering information into the Unified State Register of Legal Entities and Individual Entrepreneurs.

An application for holding this event must be drawn up in a certain way. The form can be found in Appendix 2 to Ministry of Justice Resolution No. 8, dated 2009. According to the general rule, the decision on the reorganization of the enterprises of the enterprises created by it is within the competence of the general meeting of participants. This is written in the 6th paragraph of the 1st part of Article 35 of the Law. In accordance with the provisions of Article 47 of the same regulatory legal act, this expression of will must be formalized in the form of an appropriate protocol.

There is an alternative. Such a decision can be made by the board of directors or the supervisory board, as stated in Part 2 of Article 35 of the Law. If such a situation occurs, minutes of the meeting of the board of directors of the enterprise are drawn up. The content of this document may be identical to that proposed in Article 47.

In what cases should we consider reorganization in the form of transformation?

If we talk about the prerequisites for such a transformation, there are several options. For example, when selling a unitary enterprise, it is easier to transfer it to an LLC, since a unitary enterprise can only be sold as a property complex. A limited or additional liability company can be alienated by changing the composition of the founders, both as a whole and in shares.

In addition, the LLC or ODO form opens up more opportunities for doing business, which is important. The possibility of a one-person establishment has further expanded these boundaries, and many entrepreneurs are taking advantage of this.

Some say that more experience is needed to manage the affairs of a company, but this is only true when comparing individual entrepreneurs. The owner of a private unitary enterprise has enough knowledge to lead his organization to the top of the Belarusian business.

Thus, if you decide to reorganize a unitary enterprise into an LLC (ALC) through transformation, you simply need to comply with all the requirements of the current legislation, but it is hardly possible to do this without special knowledge. That is why the best solution would be to contact specialists. An excellent option is cooperation with our company. We understand perfectly well that you often hear this, so we want to argue for this statement.

Actions of the employer when changing the organizational and legal form of the organization

* information about changing the name of the employer must be entered into the employee’s work book within a week from the date of making the corresponding entry in the Unified State Register of Legal Entities on the state registration of the legal entity. According to paragraph 6 of Art. 52 of the Civil Code of the Russian Federation, changes made to the constituent documents of legal entities become effective for third parties from the moment of state registration of the constituent documents, and in cases established by law, from the moment the body carrying out state registration is notified of such changes.  add a new name to the templates (forms) of personnel documents (clause

4.7 GOST R 6.30-2003, approved by the resolution of the State Standard of Russia dated March 3, 2003.

No. 65-st);  update the HR service seal (if available).

In the header of the Personal Card (form T-2) in the line “Name of organization” the name of the employing organization is indicated in accordance with the constituent documents (if there is an abbreviated name, you can give it).

What other documents will need to be changed?

• re-register rights to real estate and vehicles;
• reissue a building permit;
• obtain a new SRO permit.

Please note that, based on the provisions of Article 51 of the Town Planning Code, if, as a result of reorganization, the rights to the site are transferred to a new company, it has the right to carry out construction on it in accordance with the permit issued by the JSC. But at the same time, you need to notify the authority that issued the document in writing about the transfer of rights to the site to the new company. In this case, you should indicate the details of the title documents. The authorized body must make a decision to change a previously issued permit within 10 days.

CJSC has changed to JSC: is it necessary to re-register documents for a public organization?

Question: In connection with changes in Chapter 4 of the Civil Code of the Russian Federation, owners of hazardous production facilities are actively changing the corporate names of their organizations from CJSC/OJSC to JSC/PJSC. The process began in 2014 and is still ongoing.

Is it necessary to reissue permits for a hazardous production facility due to a change in the name of the operating organization?

Answer: According to paragraph 7 of Art. 3 of the Federal Law of May 5, 2014

No. 99-FZ “On amendments to Chapter 4, 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” “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” is not required making changes to title and other documents containing its previous name. “Other documents containing the previous name” include, among other things, documents for public benefit organizations: 1.

Certificate of registration of the public organization.

2. Regulatory and technical documents for hazardous production facilities (PPK, PR, PMLA, instructions, orders, etc.). 3. Policy for compulsory insurance of hazardous production facilities and its annexes.

4. License to operate explosive, fire and chemically hazardous production facilities of I, II and III hazard classes, etc. Thus, there is no need to re-register documents for a public organization after changing the name of your organization from CJSC to JSC (or from OJSC to PJSC).

It is important to understand that this applies only to those cases when the name of the organization operating the hazardous production facility changes in accordance with the requirements of the Civil Code of the Russian Federation (as amended by Federal Law dated May 5, 2014 No.

No. 99-FZ). Please note: If there have been other changes in the corporate name of your organization (for example, it was CJSC Kristanval, and became JSC Kristanval-Cleaning), then the documents for the OPO need to be reissued. In this case, the change of name goes beyond the scope of fulfilling the requirements of the Civil Code of the Russian Federation (as amended by the Federal Law of 05.05.2014 No.

No. 99-FZ). A similar situation arises when, along with the name (from CJSC/OJSC to JSC/PJSC), your organization’s details (TIN, OGRN, etc.) change.

In this case, Rostechnadzor will consider you a completely new legal entity and re-issuance of permits (normative and technical) documents for the hazardous production facility will become mandatory.