We draw up changes in the organizational and legal form of a joint-stock company. Actions of the organization after the name change: What to remember to do. (Step-by-step instructions. Change of corporate name - from OJSC and CJSC to PJSC and JSC) Notify the bank about the name change.

By which amendments were made to Chapter 4 of the Civil Code of the Russian Federation, legal entities must amend their names and from open joint stock companies (OJSC) become joint stock companies (JSC) or public joint stock companies (PJSC). In this situation, a number of fundamental questions arise. Is this change considered a reorganization? Is it necessary to notify the tax authorities at the location separate divisions, place of registration as the largest taxpayer, the FSS of Russia and the PFR? Are these institutions obliged to issue new registration notifications with a changed name? How will this change affect the reporting to the Pension Fund of the Russian Federation, the FSS of Russia, tax authorities? How is it necessary to report on 2-NDFL certificates? How in such a situation are employees provided with standard and property deductions for personal income tax? How to calculate the base for assessing contributions to extrabudgetary funds? Is it necessary to conclude an additional agreement with each employee to the current contract and make an entry in the work book? Does the company have the right to accept from contractors primary documents for goods (services), which indicate the past name (OJSC)? From what date should society use primary documentation with a new name: from the date of making changes to the constituent documents or from the date the tax authority issues a sheet of record of such changes? Are there risks of refusal to deduct VAT on the invoice issued by the counterparty to the old name (OJSC) after its change (to JSC or PJSC)? Let's analyze the situation.

On September 1, 2014, amendments to the Civil Code of the Russian Federation, introduced by Law No. 99-FZ, entered into force. The law excluded the division of joint stock companies into closed and open ones. Starting from that date, joint stock companies are divided into public and non-public (Article 663 of the Civil Code of the Russian Federation).

According to paragraph 7 of Art. 3 of Law No. 99-FZ, the constituent documents, as well as the names of legal entities created prior to the entry into force of this Law, must be brought into compliance with the norms of Chapter 4 of the Civil Code of the Russian Federation (as amended by this Law) upon the first change in the constituent documents of such legal entities. Let's consider whether the introduction of changes to the constituent documents in terms of changing the name from OJSC to JSC or PJSC is a reorganization.

On the presence of signs of reorganization when the name of the company and its constituent documents are changed

Article 57 of the Civil Code of the Russian Federation discloses the concept of reorganization by listing its forms: merger, separation, division, accession, transformation... At the same time, as a result of reorganization, a new one is formed and it is carried out by decision of its founders or the body of a legal entity authorized by the constituent documents.

According to paragraph 5 of Art. 58 of the Civil Code of the Russian Federation, when a legal entity of one organizational and legal form is transformed into a legal entity of another organizational and legal form, the rights and obligations of the reorganized legal entity in relation to other persons do not change, with the exception of the rights and obligations in relation to the founders (participants), the change of which is caused by the reorganization.

Within the meaning of this rule, the transformation implies a change in the organizational and legal form of a legal entity.

In accordance with paragraph 3 of Art. 66 of the Civil Code of the Russian Federation (as amended before the entry into force of Law No. 99-FZ) business companies can be created in the legal form of a joint stock company, a limited liability company or with additional liability.

By virtue of Art. 20 Federal law dated December 26, 1995 No. 208-FZ "On Joint Stock Companies", a joint stock company (JSC) may be transformed into a company with limited liability (LLC) or in production cooperative (PC).

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

If the abbreviation “OJSC” is replaced in the firm name of the company by “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, no reorganization occurs.

In accordance with paragraph 5 of Art. 54 of the Civil Code of the Russian Federation, the name, firm name and location of a legal entity are indicated in its constituent document and in the Unified State Register of Legal Entities (USRLE).

According to paragraph 2 of Art. 96 of the Civil Code of the Russian Federation, the corporate name of a joint-stock company must contain its name and an indication that the company is a joint-stock company.

As indicated by the Federal Tax Service of Russia in a letter dated September 4, 2014 No. SA-4-14 / [email protected], the corporate name of a non-public joint stock company in Russian must contain the full name of the company and the words "joint stock company", the abbreviated corporate name of the company in Russian must contain the full or abbreviated name of the company and the words "joint stock company" or "JSC".

Thus, from a legal point of view, a change in the indication in a company name on the organizational and legal form of a company is a change company name in connection with bringing it into line with new legislative requirements. This changed brand name is recorded in new edition constituent documents.

This conclusion is confirmed by the literal interpretation of the wording of paragraph 7 of Art. 3 of Law No. 99-FZ, which states that bringing in accordance with the norms of Chapter 4 of the Civil Code of the Russian Federation subject to constituent documents, as well as names legal entities. At the same time, this provision does not indicate that legal entities are obliged to carry out reorganization in the form of transformation.

A similar opinion is expressed by individual government agencies... For example, the Federal Air Transport Agency in the letter "Explanations of the Federal Air Transport Agency in connection with the entry into force from September 1, 2014 of the amendments made to chapter four of the first Civil Code of the Russian Federation by Law No. 99-FZ" indicated: the new version of Chapter 4 of the Civil Code of the Russian Federation establishes the division of joint-stock companies into public and non-public (instead of the division into open and closed), i.e. the organizational and legal form "joint stock company" remains, the name of the types of joint stock company is changed. Consequently, the indication in the corporate name of the joint-stock company on its type by virtue of paragraph 1 of Art. 54, paragraph 1 of Art. 663 and Art. 97 of the Civil Code of the Russian Federation, by its legal nature, is not its reorganization (change of the organizational and legal form).

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

About the need to notify the tax authorities, the FSS of Russia and the Pension Fund of the Russian Federation and about the obligation of these institutions to issue new notifications of registration, with a changed name

Tax authorities notification.

As a general rule, in accordance with paragraph 7 of Art. 3 of Law No. 99-FZ, changing the name of a legal entity in connection with bringing it in line with the current legislation does not require changes to be made to title and other documents containing its previous name.

At the same time, for the purposes of tax control, the norms of the Tax Code of the Russian Federation are applied.

According to paragraph 3 of Art. 84 of the Tax Code of the Russian Federation, changes in information about Russian organizations are subject to registration by the tax authority at the location of the Russian organization on the territory Russian Federation based on the information contained in the Unified State Register of Legal Entities.

As indicated in clause 3.6 of the Procedure, changes in information about organizations are subject to registration by the tax authority at the location of the organization on the basis of an extract from the Unified State Register of Legal Entities containing the relevant information. The tax authority at the location of the organization, which made changes to the information about the organization contained in the USRN, is obliged to send an extract from the Unified State Register of Legal Entities through communication channels to the tax authorities in which the organization is registered on the grounds established by the Tax Code of the Russian Federation. According to the information received, the tax authorities in which the organization is registered make changes to the information contained in the USRN no later than the working day following the day of receipt of the relevant information.

By order of the Ministry of Finance of Russia dated July 11, 2005 No. 85n “On approval of the specifics of registration of the largest taxpayers”, special provisions on the taxpayer's obligation to notify the interregional inspectorate for the largest taxpayers about the change in their name were not established.

Consequently, the taxpayer is not obliged to inform the tax authorities at the location of the separate subdivisions, the place of registration as the largest taxpayer about the change in the corporate name. This information is sent to the relevant tax authorities through internal communication channels from the tax authority that made changes to the Unified State Register of Legal Entities.

Thus, the company is not obliged to notify the tax authorities at the location of its separate subdivisions, the place of registration as the largest taxpayer about the change in its name. The relevant information must be obtained by the tax authorities themselves.

Issuance of a new notification of registration and name change.

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

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

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

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

According to these clarifications, when bringing the name of a legal entity and its constituent documents in accordance with the norms of Chapter 4 of the Civil Code of the Russian Federation in the new edition, one should be guided by clause 1 of Art. 17 of the Federal Law of August 8, 2001 No. 129-FZ "On state registration of legal entities and individual entrepreneurs."

Based on this provision, the following documents are submitted to the registering authority:

1. application for state registration of amendments to the constituent documents of a legal entity, in the form No. Р13001, approved by order of the Federal Tax Service of Russia dated January 25, 2012 No. ММВ-7-6 / [email protected] "On approval of the forms and requirements for the execution of documents submitted to the registering authority during state registration of legal entities, individual entrepreneurs and peasant (farmer) enterprises";
2. a decision to amend the constituent documents of a legal entity or another decision and (or) documents that, in accordance with federal law, are the basis for making these changes;
3. changes made to the constituent documents of a legal entity, or the constituent documents of a legal entity in a new edition in duplicate.

By virtue of the norms of Law No. 99-FZ, when registering changes to the constituent documents of legal entities in connection with the bringing of these documents in accordance with the norms of Chapter 4 of the Civil Code of the Russian Federation in the new edition, the state duty is not charged.

The Federal Tax Service of Russia notes that when the name of a legal entity is changed, the issuance of a certificate of state registration of a legal entity upon creation, containing its new name, is not provided for by the legislation of the Russian Federation.

After making a relevant entry in the Unified State Register of Legal Entities, the Unified State Register of Legal Entities is issued in the form No. Р50007, containing information on the new name of the legal entity.

Simultaneously with the Record Sheet of the Unified State Register of Legal Entities, a Certificate of registration of a Russian organization with the tax authority at the place of its location is issued containing information on the new name of the legal entity in accordance with the form No. 1-1-Accounting, approved by order of the Federal Tax Service of Russia dated August 11, 2011 No. YaK-7 -6 / [email protected].

Thus, during the state registration of changes, the tax authorities are required to issue the Unified State Register of Legal Entities in the form No. P50007 and a new Certificate of registration of the Russian organization with the tax authority at the place of its location in the form No. 1-1-Accounting.

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

This form contains a line about the name of the organization. Accordingly, it is possible that, if the taxpayer has an application and notification of confirmation of the right with the original name of the company, in the future, when checking with the tax authorities, questions will arise about the legality of the property deduction, if at the time of the audit the company has a different name.

In the Tax Code of the Russian Federation, the issue of replacing the notification confirming the right of a taxpayer to property tax deductions when bringing the name of a joint stock company in accordance with the provisions of Chapter 4 of the Civil Code of the Russian Federation is not directly regulated. Explanations of regulatory authorities on this issue also missing.

However, there are clarifications regarding the reorganization. Thus, the Federal Tax Service of Russia for Moscow in a letter dated July 19, 2007 No. 28-11 / 069132 noted that the organization that ceased operations as a result of reorganization and the legal successor organization registered with the tax authority are two different taxpayers ... Thus, the reorganized company is not entitled to provide its employees with notifications in which the reorganized organization is indicated by the employer.

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

Standard tax deductions.

In accordance with sub. 4 p. 1 of Art. 218 of the Tax Code of the Russian Federation, the tax deduction is valid until the month in which the taxpayer's income, calculated on an accrual basis from the beginning of the tax period by the tax agent providing this standard tax deduction, exceeded 280,000 rubles. Starting from the month in which the specified income exceeded 280,000 rubles, the tax deduction is not applied.

Tax legislation establishes the specifics of providing a standard tax deduction in a situation where a taxpayer starts working for a tax agent not from the first month of a calendar year.

According to paragraph 3 of Art. 218 of the Tax Code of the Russian Federation, in the event that a taxpayer starts working not from the first month of the tax period, tax deductions provided for in sub. 4 clause 1 of this article (for children) are provided at this place of work, taking into account the income received from the beginning of the tax period at another place of work in which the taxpayer was provided with tax deductions. The amount of income received is confirmed by a certificate of income received by the taxpayer issued by the tax agent in accordance with paragraph 3 of Art. 230 of the Tax Code of the Russian Federation (reference 2-NDFL).

A change in the name of a company does not entail a change in the place of work of employees, therefore, as a tax agent, the company does not interrupt the calculation of the cumulative total from the beginning of the calendar year of the taxpayer's income in order to calculate the maximum threshold after which the deduction is not provided.

On the calculation of the base for insurance premiums. On the impact of the changes on reporting to the Pension Fund of the Russian Federation, the FSS of Russia, the tax inspection

The procedure for calculating insurance premiums for payers of contributions making payments to individuals is established in Art. 15 of Law No. 212-FZ. This article provides for the specifics of calculating the basis for paying insurance premiums only for cases liquidation and reorganization legal entity (clauses 15, 16, article 15 of Law No. 212-FZ).

Other special rules for calculating the base for insurance premiums, in particular for cases of changing the name of an organization, are not established by this Law.

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

Since there is no reorganization, the change in the name does not entail any consequences for the company in the form of dividing the base by insurance premiums calculated for the periods from the beginning of the calendar year to the day of renaming and from the day of renaming to the end of the calendar year.

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

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

However, since no reorganization occurs in the situation under consideration, the settlement period is determined for the company in the generally established manner as a calendar year (clause 1 of article 10 of Law No. 212-FZ).

Thus, there is no need to submit separate reports to off-budget funds for the periods from the beginning of the calendar year to the day of renaming and from the day of renaming to the end of the calendar year.

A similar approach is applied to reporting submitted to the tax authority.

Article 55 of the Tax Code of the Russian Federation establishes the specifics of determining the tax period in situations where the taxpayer has been reorganized or liquidated. Since in the situation under consideration the company does not reorganize, there are no grounds for applying the provisions of this article. Consequently, tax returns are filed in accordance with the generally established procedure at the end of tax periods.

On the need to conclude additional agreements to labor contracts, make entries in the work book

Labor contract.

Article 57 Labor Code RF establishes mandatory requirements for the content of an employment contract. At the same time, this article is designed in such a way that the information specified in the employment contract is divided into two types:

1) information;

2) conditions.

According to Part 1 of Art. 57 of the Labor Code of the Russian Federation to information that must be included in labor contract, include the name of the employer, surname, name, patronymic of the employee.

The conditions that must be specified in the employment contract include, in particular, the place of work, job function, working hours and rest time (part 2 of article 57 of the Labor Code of the Russian Federation).

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

According to Part 3 of Art. 57 of the Labor Code of the Russian Federation, if, when concluding an employment contract, it did not include any information and (or) conditions from the number provided for in parts 1 and 2 of this article, then this is not a basis for recognizing an employment contract as not concluded or its termination. The employment contract must be supplemented with missing information and (or) conditions.

In this case, the missing information is entered directly into the text of the employment contract, and the missing conditions are determined by the appendix to it or by a separate agreement of the parties concluded in writing, which are integral part labor contract.

Article 72 of the Labor Code of the Russian Federation establishes the procedure for amending the terms of the contract. The Labor Code of the Russian Federation does not establish the procedure for amending the information in the labor contract (changing the name of the employer, changing the name of the employee). Explanations of regulatory authorities and arbitrage practice on this issue have not been identified.

Thus, when changing the information that must be indicated in the employment contract, one should be guided by the procedure for indicating the missing information, namely: changes are made to the text of the employment contract, i.e. when changing the company name, the company must conclude additional agreements to labor contracts with employees.

Please note: according to paragraph 7 of Art. 3 of Law No. 99-FZ, changing the name of a legal entity in connection with bringing it in line with the current legislation does not require changes to be made to title and other documents containing its previous name.

At the same time, what exactly is meant by "other documents", Law No. 99-FZ does not disclose. In our opinion, this provision of Law No. 99-FZ is intended to minimize the burden of registration actions that organizations face in connection with the amendment of Chapter 4 of the Civil Code of the Russian Federation.

However, in order to bring employment contracts in line with the new legislation, the company does not need to perform registration actions. At the same time, an employment contract is a bilateral agreement affecting the interests of not only society, but also the employee, i.e. it is not exclusively a document of society itself. In this regard, we believe that the employment contract should not be considered as "another document" that does not need to be amended.

Making an entry in the work book.

In accordance with Art. 66 of the Labor Code of the Russian Federation work book established sample is the main document on labor activity and the employee's seniority.

This means that the work book is a document, including ensuring the interests of the employee. For this reason, the previously mentioned rule of clause 7 of Art. 3 of Law No. 99-FZ that bringing the name of the organization in line with the current legislation does not require changes to the title and other documents containing its previous name, work books are not covered. Otherwise, the rights of the employee may be violated.

According to clause 3.2 of the Instructions for filling out work books, if during the work of the employee the name of the organization changes, about this in a separate line in column 3 of the section "Information on work" work book the entry is made: "The organization (the previous name is indicated) from such and such a date has been renamed to (the new name is indicated)", and in column 4 the basis for renaming is indicated - an order (order) or other decision of the employer, its date and number.

As a general rule, the Instruction for filling out work books obliges the employer to make an entry in the work book about changes in the name of the organization and issue an order to change the name.

On the right of society to accept from contractors primary documents for goods (services), in which the previous name is indicated

According to paragraph 2 of Art. 9 of the Federal Law of December 6, 2011 No. 402-FZ "On Accounting" among the mandatory details of the primary accounting document, the name of the economic entity that prepared the document (sub. 3), the name of the position of the person who made the transaction, the operation and the person responsible for its execution are indicated , or the name of the position of the person responsible for the registration of the accomplished event (sub. 6).

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

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

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

In order to avoid the risks of making claims from the tax authorities, the consultants recommend making corrections to the primary accounting documents in the manner prescribed by the accounting legislation, if they were received from counterparties earlier. If the primary accounting documents have not yet been received by the company, notify the counterparties about the change in their name and carry out explanatory work so that the counterparties correctly indicate the details in accordance with the new name.

On the issue of the need to replace all documents in which the old name of the company is used for the period from the date of state registration of changes to the date of receipt of documents confirming the fact of their introduction, the consultants noted the following.

Clause 6 of Art. 52 of the Civil Code of the Russian Federation, paragraphs 1-2 of Art. 14 of the Federal Law of December 26, 1995 No. 208-FZ "On Joint Stock Companies" directly establish that the changes made to the constituent documents of legal entities become effective for third parties from the moment of state registration of constituent documents.

In accordance with paragraph 2 of Art. 11 of the Federal Law of August 8, 2001 No. 129-FZ "On State Registration of Legal Entities and Individual Entrepreneurs", the moment of state registration is the entry by the registering authority into the corresponding state register.

According to paragraph 1 of Art. 8 of Law No. 129-FZ, state registration is carried out within no more than five working days from the date of submission of documents to the registering authority, unless otherwise provided by this Law.

By virtue of paragraph 2 of Art. 9 of Law No. 129-FZ, the date of submission of documents during state registration is the day of their receipt by the registering authority.

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

From the totality of the above norms, it follows that the changes in the name of the company made in the constituent documents become effective for third parties (counterparties) from the date of the amendments to the Unified State Register of Legal Entities.

At the same time, neither Law No. 129-FZ, nor other regulatory legal acts do not contain instructions on the date of receipt by the organization of documents confirming the fact of making an entry in the Unified State Register of Legal Entities.

Considering the above, the date of receipt by the company of documents on amendments to the constituent documents has no statutory significance for the company and third parties.

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

On the risks of refusal to deduct VAT on the invoice issued by the counterparty to OJSC after changing the name to "AO" or "PJSC"

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

According to sub. 2 p. 5 art. 169 of the Tax Code of the Russian Federation, the invoice must include the name of the buyer.

In accordance with sub. "And" clause 1 of Section 2 of Appendix No. 1 to the Decree of the Government of the Russian Federation of December 26, 2011 No. 1137, line 6 indicates the full or abbreviated name of the buyer in accordance with constituent documents.

From the above norms of the Tax Code of the Russian Federation and the Rules for filling out an invoice, it follows that the invoice is filled in in accordance with the constituent documents on the date of its preparation.

According to paragraph 2 of Art. 169 of the Tax Code of the Russian Federation, invoices drawn up and issued in violation of the procedure established by clauses 5, 51 and 6 of this article cannot be the basis for accepting the amounts of tax presented to the buyer by the seller for deduction or refund.

Thus, upon receipt of invoices from counterparties with the indication of the previous name, while the company has made amendments to the constituent documents on its name and registered them in accordance with the procedure established by law, there is a risk of refusal by the tax authorities to accept tax amounts for deduction.

At the same time, the Tax Code of the Russian Federation directly establishes that errors in invoices that do not prevent the tax authorities from identifying the buyer during a tax audit are not grounds for refusing to deduct tax amounts (Clause 2, Art. 169 of the Tax Code of the Russian Federation). Since the TIN and other details of the company remain unchanged, the indication of the previous name on the invoice does not impede the identification of the buyer.

Thus, the indication of the previous name - "OJSC" - instead of "AO" or "PJSC" may be regarded as a typo or technical error.

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

The Federal Antimonopoly Service of the Volga District in its Resolution of July 14, 2008 in case No. А55-18472 / 07 indicated that the presence of a technical error in the writing of the buyer's organizational and legal form does not affect the legality of the application of the deduction.

Taking into account the presence of positive law enforcement practice, the authors come to the conclusion that the likelihood of successfully challenging the actions of the tax authority to refuse a deduction on the formal basis under consideration is high.

Please note: the name of the buyer is also indicated in the purchase book (clause 6 of Section 2 of Appendix No. 4 to the Decree of the Government of the Russian Federation No. 1137) and the book of sales (subparagraph "k" of clause 7 of Section 2 of Appendix No. 5 to the Decree of the Government of the Russian Federation No. 1137) ...

As follows from the Procedure for completing a value-added tax return (see the procedure for filling out sections 8 and 9 of the declaration), information from the purchase book and the sales book is transferred to the VAT tax return, which also reflects the name of the buyer.

Thus, it cannot be ruled out that software the tax authority will reveal a discrepancy between the company's purchase book and the supplier's sales book due to the indication of different names of the buyer. At the same time, the discrepancy between the information in the tax return may serve as a reason for the tax authority to demand from the company documents confirming the deductions (clauses 8, 81, article 88 of the Tax Code of the Russian Federation).

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

Other moments

Renewal of licenses.

According to Part 1 of Art. 18 of the Federal Law of May 4, 2011 No. 99-FZ "On licensing certain types activity ”, the license is subject to renewal, including in the event of a change in the name of the legal entity.

In accordance with paragraph 1 of Art. 54 of the Civil Code of the Russian Federation, the name of a legal entity contains an indication of its organizational and legal form.

Thus, the indication in the constituent documents of a legal entity of a different organizational and legal form means a change in its name.

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

This norm does not specify what refers to “other documents containing its previous name”.

On the one hand, the Law is intended to alleviate the situation of subjects business activitiesforced to amend their name not on their own initiative, but in connection with a change in legislation.

Based on this approach, if the indication of the type of company "open" is excluded from the name in order to bring it into line with the new requirements of the Civil Code of the Russian Federation, it is not required to reissue the license.

This approach is supported by some government agencies. Thus, the Ministry of Natural Resources of Russia, in a letter dated April 20, 2015 No. 02-11-44 / 9212, noted that the change in the name of a legal entity in connection with bringing it in line with the norms of Chapter 4 of the Civil Code of the Russian Federation does not require mandatory re-issuance of licenses for the use of subsoil containing its former name.

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

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

For example, the Bank of Russia in a letter dated April 23, 2015 No. 012-33-6 / 3588 indicated that, as a general rule, a credit institution is entitled to carry out banking operations only on the basis of a special permit (license) from the Central Bank of the Russian Federation. Amendments to the charter of a credit institution related to bringing its name in line with the requirements of Chapter 4 of the Civil Code of the Russian Federation entails the replacement of licenses for banking operations.

If the company has licenses to carry out certain types of activities, it is recommended to seek clarifications from the authority that issued the license about the need to reissue it in the situation under consideration.

Registration of certificates of incapacity for work.

According to Part 5 of Art. 13 of the Federal Law of December 29, 2006 No. 255-FZ for the appointment and payment of benefits for temporary incapacity for work, the insured person submits a certificate of incapacity for work issued medical organization in the form and in the manner established by the legislation of the Russian Federation.

The form of the certificate of incapacity for work was approved by order of the Ministry of Health and Social Development of Russia dated April 26, 2011 No. 347n.

The procedure and rules for filling out a certificate of incapacity for work are explained in Chapter 9 of the Procedure for issuing certificates of incapacity for work, approved by order of the Ministry of Health and Social Development of Russia dated June 29, 2011 No. 624n.

According to clause 57 of the Procedure, the line "Place of work - name of the organization" indicates the full or abbreviated name of the organization. These data must comply with the constituent documents of the organization.

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

On the one hand, the certificate of incapacity for work can be attributed to other documents containing the previous name of the organization. Considering paragraph 7 of Art. 3 of Law No. 99-FZ, the company may accept certificates of incapacity for work with the same name from employees.

However, in order to avoid the risks of the FSS of Russia refusing to reimburse the funds transferred by the employer to pay for sick leave, after making changes to the constituent documents, we recommend conducting explanatory work with employees so that the correct name of the company is entered on the certificates of incapacity for work.

Federal Law No. 99-FZ of May 5, 2014 "On Amending Chapter 4 of Part One of the Civil Code of the Russian Federation and on invalidating certain provisions of legislative acts of the Russian Federation."

The procedure and conditions for the assignment, application, and change of the taxpayer identification number and the forms of documents used for registration, deregistration of legal entities and individuals were approved by order of the Ministry of Taxes and Duties of Russia dated March 3, 2004 No. BG-3-09 / 178.

Approved by order of the Federal Tax Service of Russia dated November 13, 2012 No. ММВ-7-6 / [email protected] "On approval of the form and content of the document confirming the fact of making an entry in the Unified State Register of Legal Entities or the Unified State Register of Individual Entrepreneurs."

"On the approval of forms and formats of documents used for registration and deregistration russian organizations and individuals, including individual entrepreneurs, in tax authorities, as well as the procedure for filling out forms of documents and the procedure for sending the organization by the tax authority or natural person, including an individual entrepreneur, a certificate of registration with a tax authority and (or) a notification of registration with a tax authority (notification of deregistration with a tax authority) in in electronic format via telecommunication channels ".

Information Notice of the FSTEC of Russia dated April 10, 2015 No. 240/13/1436 "On the issues of re-issuing licenses of the FSTEC of Russia in connection with the entry into force of the Federal Law of May 5, 2014 No. 99-FZ" On Amending Chapter 4 of Part One Of the Civil Code of the Russian Federation and on recognizing as invalid certain provisions of legislative acts of the Russian Federation "in terms of changing the names of organizational and legal forms of organizations."

If an organization needs to change its name, it is necessary to adhere to a certain sequence of actions. Let's find out which algorithm can be used to change the name of a legal entity. We will also provide a sample letter to counterparties about the change of the name of the LLC.

Is it possible to change the name of the company

Yes, it is possible to do it, there are no legal obstacles to changing the name of the company. Why might you need to change the name of the organization? The reasons for this can be very different.

As a rule, the main and most frequent reason is either a change in the type of activity of the company, so the old name becomes irrelevant, or the decision to rebrand (create a new brand). But there are other reasons as well. They are presented below.

• If you bought an existing company, then you have the right to rename it.
• When a company moves to another type of activity, it is also advisable to change its name.
• The previous name was not the best one.
• The existing name, according to some criteria, contradicts the current legislation.

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

Procedure for changing the name of a legal entity in 2017

Despite the different reasons that led the company to the decision to change its name, it is convenient to reduce this process to a standard algorithm. To rebrand quickly and efficiently, you can follow the step-by-step instructions below.

Step-by-step instructions for choosing a new LLC name

Here are some tips for choosing a new name for your organization. First, when rebranding, you need be guided by the rules of effective marketing.Secondly, the new name should fully reflect the profile of the company.

How to choose the title you want

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

• It is obligatory to mention the organizational and legal form of the firm's existence.
• You can choose a name in another language, but always with the presence of Russian transcription.
• It is possible to link to the names of certain regions of Russia.
• It is not recommended to include the words "Russia" or "RF" themselves - this can only be done upon receipt of special permission.
• Two companies with the same names cannot be registered.
• Your name should not offend the moral fabric of the community.

Filling out documents for changing the company name

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

• Application drawn up in accordance with the R 13001 form.
• Decision of the minutes of the general meeting on the change of name.
• New charter for the organization.
• Receipt for payment of the state fee in the amount of 800 rubles.

Below is a sample of how to fill out Form P 13001.

To certify the application with a notary, you will need to attach documents to it according to the regulated list.

• A certificate from the Unified State Register of Legal Entities, which was drawn up no later than 30 days before the application was submitted.
• A certificate that confirms the official registration of the organization.
• Certificate that the company is registered with the tax authorities.
• All available versions of the organization's charter.
• Decision sole founder or minutes of the general meeting on the change of name.

Applying and receiving documents

Registration of changes is carried out by specialists of the Federal Tax Service Inspectorate within 5 working days. On the sixth day, you will receive the following papers from the tax office:

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

Procedure after a brand change

So, the rebranding of the company was successful, but the name change procedure is not over yet. In conclusion, you must do the following:

• to make an updated seal indicating the new name of the company;
• notify the servicing bank;
• notify contractors in writing;
• draw up additional agreements to existing contracts;
• reflect the changes that have occurred in all internal documents of the company.

To notify your credit organization, you need to present its employees with the current extract from the Unified State Register of Legal Entities. In addition, you will have to issue a card with sample signatures and a new seal at the bank.

Letter form to counterparties

The business rules and interests of the company require that buyers and customers know about the rebranding. A sample letter of notification about the change of organization name is presented below.

Video: how to rename an organization

Company name may change by different reasons, for example, in connection with its acquisition by new owners or due to a change in the direction of activity. If managers decide to change the name of the organization, they have a long way to go from choosing a new brand to registering it with government agencies. For the rebranding to take place in the shortest possible time, everything must be done within the framework of domestic legislation.

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In a previously published article, we considered the issue related to the liability of a joint stock company for non-disclosure of mandatory information in the form of an annual report and annual financial statements and the procedure for eliminating the following consequences.

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

Despite the fact that the amendments to the legislation have long excluded the concept of "closed joint stock company", they still continue to exist. This is primarily due to the fact that the legislation does not oblige to change CJSC to JSC and provides such an opportunity to do it when it is convenient for the company.

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

So, from p. 58.1. Bank of Russia Regulation No. 428-P dated August 11, 2014 (hereinafter referred to as the “Regulation”), it follows that the issuer (the legal successor of the issuer whose activities were terminated as a result of reorganization) must notify the registering authority of the change in the information provided for in this section of the Regulation related to the issue (additional issue ) valuable papers, their issuer and (or) the person who provided (provides) security for the issuer's bonds.

Clauses 59.1.2., 59.1. Of the Regulation, the obligation of the securities issuer to notify the registering authority, including the change of its full or abbreviated company name, is established.

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

• notification is sent within 30 days from the date of occurrence of the corresponding changes (required valuable letter with a list of investments or through the office of the Central Bank of the Russian Federation);
• the notification is accompanied by a document confirming the occurrence of the relevant changes (registration sheet on making a corresponding entry in the Unified State Register of Legal Entities and the base protocol (extract from it) for making changes to the Unified State Register of Legal Entities)
• the notification is drawn up strictly in the form of Appendix No. 26 to the specified Regulation;
• the text of the notification is also presented in electronic media and in a format meeting the requirements registration authority (before sending a notification, we recommend that you check the format with an employee of the Central Bank of the Russian Federation).

It is also worth considering that the 30-day period begins to run from the moment the issuer receives a document confirming the occurrence of the corresponding changes (see clause 59.4. Of the Regulation).

At the same time, special attention should be paid to responsibility for non-compliance with the given requirements of the Regulations. Actually, because of what it should be concluded that the above requirements of the Regulations are mandatory and unswerving.

So, Art. 19.7_3 of the Code of Administrative Offenses of the Russian Federation, establishes that failure to submit or violation of the procedure or deadlines for submitting reports, notifications and other information to the Bank of Russia, as provided by law, necessarily entails liability in the form of a fine for legal entities in the amount of 500,000 to 700,000 rubles for legal entities.

Thus, before changing a CJSC to a JSC or LLC, you should take care of the appropriate procedure and procedure for notifying the Central Bank of the Russian Federation in advance and avoid a significant monetary fine. The Bank of Russia notification of renaming should be thoroughly worked out.

Mirals Law Firm is pleased to provide you with a service on the issue under study in this article!

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

First of all, we will note the four steps of public joint stock companies, and then consider the actions that are necessary or desirable for any company after changing the name.

1. Change the name in the questionnaire on the website of the distributor of information on the securities market.

One of the cardinal differences between public joint-stock companies (PJSCs) from other JSCs and LLCs is the obligation to publicly disclose information provided for by law. The composition, procedure and timing of information disclosure are regulated by the Regulations on Disclosure of Information by Issuers of Equity Securities, approved by Order of the Federal Financial Markets Service of Russia dated 04.10.2011 No. 1146 / пзн (hereinafter referred to as the Regulations on Disclosure of Information).

In accordance with clause 1.7 of the Regulation on Disclosure of Information, when publishing information, the issuer must use the page on the Internet provided by one of the news agencies, who are duly authorized to carry out actions to disclose information on the securities market (also - distributors of information on the securities market). There are five such authorized agencies in total, and the issuer has the right to choose any agency at its discretion.

When concluding an agreement on the dissemination of information with one of the authorized agencies, the issuer fills in the necessary information, including the company name, in the questionnaire in personal accountprotected by username and password.

To make changes to the data on the name, legal form or location, the issuer must indicate the state registration number, followed by an entry on the change in the relevant information in the Unified State Register of Legal Entities, and the date of making such an entry.

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

2. Disclose material fact No. 50.

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

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

The regulation on information disclosure (clause 8.4.1) obliges the PJSC to publish on its website, as well as at the same time on the website of the information distributor (all together we will call publication on the Internet) on the securities market, amendments to the charter (charter in a new edition). The text of the charter with the amendments (the text of the new edition of the charter) must be published on the Internet page no later than 2 days from the date PJSC receives a written notification (certificate) of the Federal Tax Service of Russia about the state registration of such changes (new edition of the charter).

In addition, the PJSC is obliged to disclose information on the content of its internal documents regulating the activities of the company's bodies, with all the amendments and additions made to them. In connection with the change in the name of the company, most likely, changes will be made to many internal documents, at least to the fundamental ones. For example, in the provisions on general meeting shareholders, board of directors, management board, etc.

Please note that the texts of such internal documents of the company are published on the Internet no later than 2 days from the date of drawing up the minutes (the date of expiry of the period established by law for drawing up the minutes) of the general meeting of shareholders (meeting of the board of directors), at which a decision was made to approve the corresponding internal document ... That is, the dates of publication of the charter (changes to the charter) and internal documents differ significantly in time.

4. Submit information to the Exchange.

In accordance with the Listing Rules of CJSC MICEX Stock Exchange (Exchange), if general information in relation to the issuer, whose shares and / or bonds are included in the first level quotation list, or whose shares are included in the second level quotation list, the issuer submits to the Exchange an updated security questionnaire in electronic form within 10 working days from the date of entry into force of such changes ... In this case, the questionnaire can be submitted in relation to any issue of the issuer's securities.

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

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

5. Disclose the message to the EFRS.

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

The inclusion of information in the EFRS is carried out on the basis of sub. m) clause 7 of Art. 7.1 of the Federal Law of 08.08.2001, No. 129 FZ "On State Registration of Legal Entities and Individual Entrepreneurs" (Federal Law "On State Registration"). And although the publication of such a message is not required, according to sub. o) clause 7 of Art. 7.1 of the Federal Law "On State Registration", a legal entity can publish other information at its discretion.

In accordance with clause 3.1 of the Order of the Ministry of Economic Development of the Russian Federation "On approval of the procedure for the formation and maintenance of the unified federal register of information on the facts of the activities of legal entities and the unified federal register of information on bankruptcy and the list of information to be included in the unified federal register information about bankruptcy "dated 05.04.2013, No. 178, the information must be entered into the EFRS, as a general rule, within three working days from the date when the user learned about the occurrence of the corresponding fact.

6. Make changes to work books.

The work record book is the main document on the work activity and work experience of the employee (Article 66 of the Labor Code, hereinafter referred to as the Labor Code of the Russian Federation), therefore, all the necessary information, including information about the change in the name of the employer, should be entered without fail so as not to create problems for the employee with further employment or, for example, when applying for a pension.

The procedure for maintaining and storing work books is regulated by the Instruction for filling out work books (Appendix No. 1 to the Decree of the Ministry of Labor of Russia dated 10.10.2003 No.
No. 69, hereinafter - Instruction).

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

If the Instruction clearly defines the date of the basis for the renaming, which is indicated in column 4 - this will be the date and number of the minutes of the general meeting of shareholders at which the decision was made to amend the charter on renaming the company - then the date that should be indicated in column 3 , may raise questions. It seems that here you need to be guided general rule, enshrined in paragraph 2 of Art. 14 Federal Law "On Joint Stock Companies", according to which changes and additions to the charter of the company or the charter of the company in the new edition become effective for third parties from the moment of their state registration. Thus, column 3 will indicate the day of making the corresponding entry in the Unified State Register of Legal Entities.

The Instruction also does not indicate when it is necessary to make changes to work books.

According to clause 10 of the Rules for maintaining and storing work books, making work book forms and providing employers with them, approved by Decree of the Government of the Russian Federation No. 225 "On work books" dated 04.16.2003, all records of work performed, transfer to another permanent job, qualifications, dismissal, as well as awards made by the employer, entered into the work book on the basis of the relevant order (instruction) of the employer no later than a week. Perhaps, when changing the name of the employer, one should be guided by this paragraph by analogy, since there is nothing else to focus on.

Therefore, an entry in the work book on renaming the employer is indicated in column 2 by the date of its actual entry, but no later than a week from the date of state registration of the change in the constituent documents of the organization (making an entry in the Unified State Register of Legal Entities).

As for the need to amend labor contracts (conclusion of additional agreements), this issue has not been settled. There are two opposite points of view on this issue.

According to the first point of view, there is no need to conclude additional agreements to labor contracts with employees. Based on the meaning of Article 57 of the Labor Code of the Russian Federation, the content of the employment contract can be divided into two parts: information (about the employee and the employer) and conditions (mandatory and otherwise).

Information about the employee and the employer, provided for in Part 1 of Art. 57 of the Labor Code of the Russian Federation, which include the name of the employer, must be indicated in the employment contract. At the same time, if, when concluding an employment contract, it did not include any information and (or) conditions from among those provided for in parts 1 and 2 of Art. 57 of the Labor Code of the Russian Federation, this is not a basis for recognizing an employment contract as not concluded or terminating it (part 3 of article 57 of the Labor Code of the Russian Federation). In this case, the missing information is entered directly into the text of the employment contract, and the missing conditions are determined by an appendix to the employment contract or by a separate written agreement of the parties, which are an integral part of the employment contract.

Thus, the new name of the employer can be entered as missing information directly into the text of the employment contract.

According to the second point of view, it is necessary to conclude additional agreements on amendments to labor contracts in terms of the name of the employer, because in part 3 of Art. 57 of the Labor Code of the Russian Federation states that it is the missing, and not changed, information that is entered directly into the text of the employment contract.

Thus, since the procedure for entering amended information into labor contracts of the Labor Code of the Russian Federation is not properly regulated, the employer is forced to independently decide how to draw up and make the appropriate changes. Most likely, in addition to the legal substantiation of the issue, employers will make a decision based on the number of employees in the organization and the load on the personnel service.

7. Replace the seal and letterheads of the organization.

Currently, in the practice of business turnover, the presence of a seal for any legal entity is recognized as mandatory and self-evident. Without such a seal, a current account in a bank or other credit institution cannot be opened, transactions and other documents are duly certified (see Definition of the RF Armed Forces of 20.02.1998, No. 58G982), that is, a seal is an integral element of legal capacity legal entity.

Clause 3.25 GOST R 6.302003 “Unified documentation systems. Unified system of organizational and administrative documentation. Requirements for paperwork ", approved by the Resolution of the State Standard of 03.03.2003.
No. 65st, in development of the above Definition of the Armed Forces of the Russian Federation establishes the purpose of the seal: the seal imprint certifies the authenticity of the official's signature on documents certifying the rights of persons recording facts related to financial resources, as well as on other documents providing for the certification of a genuine signature.

According to paragraph 7 of Art. 2 of the Federal Law "On Joint Stock Companies", the company must have a round seal containing its full corporate name in Russian and an indication of its location.

Accordingly, the organization needs to change the seal imprint, indicating the current name on it. The deadline for making such changes in the legislation is not defined, however, the company can prepare a new seal in advance, but start using it from the moment the corresponding record appears on amending the organization's charter in the Unified State Register of Legal Entities.

A similar situation is with the organization's document forms: according to clause 3.8 GOST R 6.302003 "Requirements for the registration of document details", the name of the organization that is the author of the document must correspond to the name enshrined in its constituent documents.

Accordingly, the organization's document forms must also be replaced with new ones.

8. Update the cards with samples of signatures and seal impressions (bank cards).

A card with samples of signatures and seal impressions (hereinafter referred to as a bank card) is a mandatory element when opening bank accounts and in other cases established by law. Such cases, as well as the rules for issuing bank cards, are regulated by Chapter 7 of the Instruction of the Central Bank of the Russian Federation of 05/30/2014 No. 153I "On opening and closing bank accounts, accounts for deposits (deposits), deposit accounts" (hereinafter - Instruction of the Central Bank of the Russian Federation).

The card is drawn up in the form of Appendix 1 to the Instruction or in the form established by the banking rules and containing information to be included in the card in accordance with Appendix 1 to the Instruction. Such information without fail includes the name of the client (account holder).

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

The submission of a new card to the bank must be accompanied by the simultaneous submission of documents confirming the authority of the persons indicated in the card to dispose of the funds in the account, as well as documents proving the identity of the person (persons) endowed (endowed) with the signature right. The bank is not entitled to accept a new card without presenting the specified documents, except for cases when these documents were submitted to the bank earlier and the bank already has them.

The deadline for the provision of a new card is not specified in the Instructions, but, apparently, it is in the interests of the organization to do this as soon as possible. In this case, a sample of the seal imprint affixed by the client in the card must correspond to the seal that the client has, that is, the print imprint must be updated earlier.

9. Notify the Bank of Russia.

In accordance with section X of the Standards for the issue of securities and registration of prospectuses, approved by Order of the Federal Financial Markets Service of Russia dated 04.07.2013 No. 1355 / пзн (hereinafter - the Issue Standards), Issuer 1 (or its successor) is obliged to notify the registering authority of the change information provided by the Standards related to the issue (additional issue) of securities, their issuer and (or) the person who provided security for the issuer's bonds.

According to clause 10.4 of the Standards, such information includes, among others, a change in the full or abbreviated corporate name of the issuer.

Notification of changes in such information is submitted to the registration authority (Bank of Russia) within 30 days of the occurrence of the corresponding changes(in case of a change in the name of the company, this will be the date of the entry into the Unified State Register of Legal Entities on the state registration of changes to the charter).

Along with the notification of changes in information related to the issue (additional issue) of securities, their issuer (and / or other aforementioned person) shall submit to the Bank of Russia the following documents confirming the occurrence of the relevant changes:

• a copy (extract from) the decision (minutes of the meeting (session)) of the authorized person (management body of the issuer) who made the decision to amend the charter (constituent documents) of the issuer in terms of changing its abbreviated and (or) full company name, indicating the quorum and the results of voting for the adoption of the specified decision;
• a copy of the written notification (certificate) of the authorized state body about state registration of changes to the charter (constituent documents) of the issuer;
• a copy of the registered changes made to the charter (constituent documents) of the issuer in terms of changes in its full and (or) abbreviated company name, location.

The notification is drawn up in the form of Appendix No. 11 to the Standards and must be signed by the person holding the position (performing functions) of the sole executive body issuer, indicating the date of signature and sealed by the issuer's seal.

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

10. Renew licenses and disclose messages about it to EFRS.

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

Until the license is renewed, in the event of the above-mentioned grounds, the licensee has the right to carry out a licensed type of activity, with some exceptions (part 2 of article 18 of the Federal Law "On licensing").

In the event of a change in the name, the licensee (or other person provided for by federal law) in the application for renewal of the license indicates new information about the licensee and the data of the document confirming the fact of making the relevant changes to the Unified State Register of Legal Entities.

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

11. Renew certificates of ownership of real estate and powers of attorney to carry out any actions on behalf of the company, as well as notify contractors about the change in name.

All these actions have one thing in common: their performance not mandatory for society 2... The organization has the right to reissue certificates of ownership of immovable property and powers of attorney to carry out any actions on behalf of the company at its discretion.

When making any transaction, the following documents will be sufficient to confirm the change in the name of the organization (by analogy with the provisions of the Emission Standards):

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

Also, a change in the name of a party in the agreement is not a basis for termination of obligations or termination of the agreement. Therefore, it is possible to send contractors notifications of a name change with the attachment of the supporting documents specified above, unless the contract explicitly indicates the need to conclude an additional agreement in this case.

1 Art. 2 of the Federal Law "On the Securities Market" No. 39FZ dated April 22, 1996 defines the concept of "issuer": it is a legal entity, an executive body state power, a local government body, which, on their own behalf or on behalf of a public law entity, have obligations to the owners of securities to exercise the rights enshrined in these securities.

2 p. 7 art. 3 of Federal Law No. 99FZ reads: "Changing the name of a legal entity in connection with bringing it in line with the norms of Chapter 4 of the Civil Code of the Russian Federation (as amended by this Federal Law) does not require changes to the title and other documents containing its previous name" ...

The civil legislation of our country has entered the next phase of revolutionary changes. In fact, the rules of the game in the corporate sphere are changing before our very eyes. Has changed significantly legal regulation non-profit organizations and business entities. Moreover, this year we expect such significant changes to the laws on joint-stock companies and LLCs that one can practically say that they will be adopted anew.

The result of these events, at first, was the wave of reorganizations of closed joint stock companies into limited liability companies, which has not yet subsided, and then a wave of changes in the name of the organizational and legal form of all joint stock companies - in most cases:

• instead of "Open Joint Stock Company" in the charters and registries, there will soon be "Public Joint Stock Company";
• instead of "Closed Joint Stock Company" the shorter "Joint Stock Company".

In this article, we will tell the reader what kind of events stirred up AOshki so much, whom they affected and what actions must be taken in order to make changes to the companies' documentation.

What happened?

We can say that the avalanche was moved by the requirement introduced by the legislator on the mandatory transfer of the register by all joint-stock companies to professional registrars... In accordance with all JSCs that independently maintain the register of shareholders, are obliged to transfer it to a person who has a license provided for by law, that is, a professional registrar (Article 149 of the Civil Code of the Russian Federation).

Such a transfer, as the Central Bank of the Russian Federation specifically noted, should be carried out without exception, regardless of any conditions, including the number of shareholders (less than 50), the type of company (public or non-public), the presence of other licenses (including for banking operations, depository activities, register keeping activities), financial condition society, the transport distance of the registrar, the presence in the staff of the company of persons who have a qualification certificate of a financial market specialist in maintaining the register (third type), and other conditions.

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

Violating it can lead to latecomers in serious trouble. The fine can range from 700,000 to 1,000,000 rubles (Article 15.22 of the Administrative Code of the Russian Federation).

Keeping the register by a professional registrar is not the cheapest pleasure; depending on the number of shareholders, we can talk about tens and hundreds of thousands of rubles a year, and a number of advantages (real or imaginary) when maintaining the register by the registrar is lost. therefore many CJSCs started reorganization procedures into LLC... However, the process of reorganization and transfer of registries has not yet been completed. Someone received a refusal from the registration authorities for the submitted documents (according to a number information sources in October-November, the percentage of such refusals was more than 50% of the submitted applications, and in some regions it exceeded 60%). Someone decided that the subsequent reorganization would "write off" the violation of the deadline. And someone handed over the registries to the registrars, and then calculated their expenses and "shed tears." As a result, entrepreneurial requests to change the organizational and legal form from CJSC to LLC continue to come to profile legal companies, and the problem itself remains relevant. Accordingly, reorganization activities are ongoing in many JSCs.

However, the requirement to transfer the registers was only the first sign, in fact, a small wave, followed by a tsunami. From September 1, 2014 entered into force:

• all business companies were divided into public and non-public... OJSC and CJSC, depending on a number of indicators (see the quotation of Art. 66.3 of the Civil Code of the Russian Federation below) became either public joint stock companies or non-public joint stock companies;
• add to this that closed joint stock companies were liquidated as a class.

And we will get the need to make changes to the name of all joint stock companies that existed on September 1, 2014. Fortunately, the legislator gave an installment plan for these actions. In accordance with paragraph 7 of Art. 3 of Law No. 99-FZ the constituent documents, as well as the names of legal entities, are subject to harmonization with the current legislation upon the first change of the constituent documents of such legal entities... This made it possible to relieve the tax authorities from the large flow of applicants, distributing them over a fairly long period. Moreover, many lawyers now recommend waiting with the change of name and amendments to the constituent documents, since the State Duma is currently discussing amendments to the profile laws on LLC and JSC. Better to wait for the new laws to take effect so you don't have to do the job twice.

In addition, in accordance with paragraph 7 of Art. 3 of Law No. 99-FZ, changing the name of a legal entity in connection with bringing it into line with the norms of current legislation does not require changes in title and other documents containing its former name... For companies, this means, for example, that:

• there is no need to pay a state fee for obtaining new certificates of ownership of real estate;
• there is no need to sign additional agreements to civil contracts concluded before this date;
• with regard to employment contracts, the situation is not so straightforward. Civil law does not regulate labor relations, and within the framework of the established practice, changes in the name of an organization should be reflected in the documents regulating labor relations. In addition, it must be understood that many personnel documents related to pension issues, and the majority of employees communicating with the pension and social insurance authorities will confirm to their manager that in this situation it is better to show "healthy paranoia." Therefore, we recommend employers to make appropriate changes to the documents regulating relations with employees of the organization.

Document fragment

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

1. A public company is a joint-stock company, the shares of which and the securities of which, convertible into its shares, are publicly placed (by open subscription) or publicly traded under the conditions established by the laws on securities. Rules about public societies also apply to joint stock companies, the charter and corporate name of which contain an indication that the company is public.

2. A limited liability company and a joint-stock company that does not meet the criteria specified in paragraph 1 of this article are recognized as non-public ...

We make changes to the constituent documents

As we have already said, the name change can be made simultaneously with the first introduction of changes to the organization's constituent documents. Therefore, among the pioneers of this process were joint-stock companies with an extensive branch network, in addition, many companies found themselves in the same situation that decided to change their legal address.

The process of making changes to the unified state register is quite standard:

A set of measures in connection with the change of the name of the organization

The set of measures that need to be carried out in connection with the change in the name of the organization is quite diverse. Starting with changing the organization's letterhead and ending with making an entry in work books. So that none of the areas of application of efforts is left without attention, it is necessary to determine the persons responsible for each, and establish specific timing for these works. This is done by issuing an order for the main activity (see Example 1).

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

It takes time to make corrections to the name of the organization in all the standard forms of documents and forms used (new forms need to be approved and physically set up their electronic templates, and paper forms must be made in the printing house). Therefore, it may take several days from the moment employees are notified of the name change to the “system reconfiguration”. What should the performers do during this period? You can give them the opportunity to manually edit old electronic forms on their own, to oblige them not to use old paper forms. It is possible, and vice versa: until the official approval of new ones, it is necessary to use obsolete ones. Both options have their drawbacks: in the first case, a "Makhnovist freeman" appears in the organization, and in the second, counterparties may be misled.

See the article "Album of electronic forms of documents in MS Word" about document templates in MS Word and an article about forms of documents in EDMS in the following issues of the journal

And after setting up / making new forms / forms, it is important that all employees use them. For example, you can enter disciplinary responsibility for the production of documents according to old forms and on old forms, qualifying this as a violation of the instructions for office work. This will make people more attentive (after all, it is so easy to miss a visually insignificant change in the organizational and legal form while maintaining the old logo and overall design). You can enter the appropriate paragraph in the order for the approval of new forms and forms.

Introducing a new seal

Since the name of the company has changed, all of its seals and stamps used in daily activities are subject to replacement. Accordingly, it is necessary to develop and approve sketches of new seals / stamps, as well as to dispose of old ones.

Sketches of seals and stamps can be designed both by the forces of the organization itself (usually there is nothing difficult in this), and with the involvement of outside specialists. Designers are usually recruited when it is necessary to "fit" a trademark into a print or combine a complex image with text. After making sketches, they must be approved by order (Example 2) and sent to the manufacturer of seals to translate the wishes of the organization into reality.

Example 1

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Example 2

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Manufacturing quite a large number of organizations and individual entrepreneurs are currently involved in seals. Some companies ask you to provide:

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

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

Registration of the seal in any registries is currently not required. Post-production seals and stamps put into effect organization order. From the moment of issuing such an order, the use of obsolete seals ceases, and they themselves are subject to liquidation.

Example 3

How in a single order you can approve a sketch and immediately put into effect a new seal made according to it (administrative part of the text)

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Example 4

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Often, with a single order, they immediately approve the sketches of the seals and put them into effect, in this case they are attached to the order sketches (Example 3). If the introduction of new seals, stamps is issued after their manufacture by a separate order, then it is better to put down right in it (or its application) real prints these devices.

Elimination of stamps that have lost their relevance carried out by the commission to exclude possible abuse. The process of liquidation itself usually does not cause any particular difficulties. Depending on the print material, the method of action is selected - mechanical or thermal. The seal is removed from the tooling and either cut into pieces or burned. Metal or hard plastic stamps and seals (they are still used in practice, although quite rarely, usually for affixing impressions on sealing wax or plastic) are brought to a state of loss of function with a file or a few hammer blows. The results are compulsorily recorded by the act (shown in Example 4). It usually states:

• the composition of the commission, on the basis of which its powers arose and in the execution of which document it acts;
• the names and imprints of the seals and stamps to be liquidated;
• time and place of the action;
• method of destruction;
• the conclusion of the commission that the seals and stamps have been brought to a state that does not allow their further restoration;
• signatures of members of the commission.

We notify contractors and banks

The change in the name of the organization must be reported to the bank... Moreover, as always with banking institutions, the matter will not be limited to one letter:

• with almost 100% probability, the organization will be asked to submit confirmation of making the corresponding entry in the Unified State Register of Legal Entities and notarized changes to the charter or a new version of the charter;
• in addition, they may ask:
  • re-fill (update, as bank employees usually call it) and sign the entire package of questionnaires previously submitted to the bank when opening a current account,
  • prepare a new card with samples of signatures of persons entitled to give orders to the bank to write off funds from the organization's current account,
  • sign additional agreements to the bank account service agreement,
  • submit comfortable letters (what it is, we explained further in the Help), questionnaires for business beneficiaries, etc.;
• in connection with the change of the name, amendments will be made to the remote (electronic) service program, and it may be necessary to change the electronic signature keys.

In general, in terms of labor costs, notification of a bank about a change in the name of an organization is comparable to the conclusion of an agreement on settlement and cash services (opening a current account).

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Comfortable letters in business practice represent assurances by the signer of this letter about the presence or absence of any facts or events in his economic activity.

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

• the procedure and amount of payment for the authorized capital;
• the absence or presence of restrictions on the powers of the sole executive person;
• location of the organization at the legal address;
• no changes in the constituent documents;
• the presence or absence of legal, tax, administrative proceedings against the organization;
• the absence of information subject to mandatory entry into the Unified State Register of Legal Entities, but for any reason not included in it;
• absence / presence of initiated bankruptcy or liquidation proceedings.

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

• on the absence / presence of corporate agreements between the beneficiaries;
• absence / presence of persons entitled to give unconditional orders to the person performing the functions of the sole executive body ( to CEO) organizations, etc.

I would especially like to draw your attention to the need to amend the contract with a company that provides services for electronic interaction between the organization and the tax office. Immediately after the name change, appropriate changes should be made to the reports submitted to the tax authorities, and for a number of operators such actions are associated with the need for a complete replacement electronic signatures... If this is not done in a timely manner, the tax office may not “see” your reports submitted on time.

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

In this situation, a formal violation of the terms of civil law contracts concluded with counterparties is possible, since most of them provide for a deadline for notifying the counterparty about the fact of changing the organization's details. Moreover, in some cases (often found in state or municipal contracts), it is possible that there may be contractual liability for violation this requirement in the contract. It turns out that a situation is possible when the company will have to choose between the possibility of violating the terms of the contract and the risk that the funds will be credited to the current account one or two days later, after specifying the recipient.

Example 5

Clause in the agreement on changing the details without establishing liability

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

Example 6

Clause about changing details with "formal" responsibility

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11.5. When changing the details (name, address, telephone, manager and chief Accountant, current account number, etc.) The Party, the details of which have changed, is obliged to notify the other Party in writing about the changes that have occurred and inform the new details within 3 (three) business days. Otherwise, such a Party bears all possible negative consequences associated with the untimely notification of the counterparty.

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

Under this type of change, in accordance with generally accepted business practice, supported by the courts, no bilateral documents are required. However, in a number of cases, lawyers recommend that even such changes be fastened with bilateral documents, for example, by signing an additional agreement to the agreement (Example 8), then the proposal to sign this document must be included in the notification letter on the change of name.

Example 7

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Example 8

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

Another "government counterparty" that needs to be notified of the fact of a change in name is the "mega-regulator" of the financial market - Central Bank of the Russian Federation... Such a need arises from clause 59.1 "Regulations on the standards for the issue of securities, the procedure for state registration of the issue (additional issue) of emissive securities, state registration of reports on the results of the issue (additional issue) of emissive securities and registration of prospectuses of securities", approved. Bank of Russia 08/11/2014 No. 428-P. The period of such notification is within 30 days from the date of occurrence of the corresponding changes (clause 5.8.2 of the said Regulation).

Work with HR documents

The change in the name of the organization affects another fairly large area of \u200b\u200beconomic activity of the organization - labor relations.

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

• preparation supplementary agreement (Example 9) either
• complete re-signing by the parties of the entire document.

Both options are competent, but require significant labor costs, especially in large organizations.

Moreover, in some cases this can also give rise to conflicts, for example, if employees have not been satisfied with the terms of employment contracts concluded with them for a long time and they are looking for a reason and a way to put pressure on the employer. In this case, they may decide that it is in their best interest to refuse to sign an additional agreement to the employment contract. The logic here is usually simple: "If they ask me for something, then they will be obliged to provide me with something in return."

Therefore, the need to sign additional agreements in this situation seems to many entrepreneurs and practicing lawyers unnecessary. Indeed, since the change in the name of the employer does not in any way depend on the employee (the absence or presence of his consent), there is no need to reach bilateral agreements between the employer and the employee. There is an opinion that such a change should take place in notification order, without reflection in the employment contract between the parties.

In our opinion, this is not quite the correct approach to the problem. It is necessary to take into account the interests of not only the employer, but also the employee. Situations are different, and it cannot be ruled out that after a certain number of years the employee will not be in front of the state's pension machine with this employment contract, and perhaps the line about renaming will not be enough for him to consider the issue favorably. Therefore, in our opinion, it is necessary to reflect any changes in one way or another in the key personnel documents.

If the management stubbornly refuses to enter into a dialogue with staff about additional agreements to labor contracts, then another way can be found documenting... This can be done, for example:

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

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

How to collect signatures on familiarization with a document on it, on an acquaintance sheet or in a special magazine, is shown in the article "We draw up the update of local regulations"

As you can see, in this case, a variety of options are possible. We have announced their pros and cons. You just have to choose.

Reflecting the change in the name of the employer in work books everything is simple and unambiguous. The procedure for making entries in them is fixed in the Instructions, approved. Resolution of the Ministry of Labor of Russia dated 10.10.2003 No. 69. According to clause 3.2 said document, if during the work of the employee the name of the organization changes, then a corresponding entry is made about this in column 3 of the section "Information about work" of the work book, and the reason for renaming is indicated in column 4 - an order (order) or other decision of the employer, its date and number.

Example 9

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Example 10

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Here, perhaps, it is worth explaining which documents can act as grounds and where to enter them in the work book:

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