Sample of filling out form P13001 (new). Sample of filling out the new form P13001

Authorized capital is the organization's assets in cash and property, which the founders contribute after registering the LLC. The minimum authorized capital of an LLC is generally 10,000 rubles. At the stage of creating a company, the founders are often limited to this amount, but later there may be a need to increase the authorized capital of the LLC.

If this need is dictated by the fact that money is required for business development, you can avoid making changes to the Unified State Register of Legal Entities by issuing a loan to the LLC. We discussed this option in more detail in the article about.

It will be necessary to increase the authorized capital in the following situations:

the company includes a participant who contributes to the authorized capital;
the organization changes its direction of activity to one for which the authorized capital is provided;
the charter is brought into compliance with Federal Law No. 312 of December 31, 2008 (for those organizations whose authorized capital at establishment was less than 10,000 rubles);
a company participant wants to increase the size of his share in the management company;
An increase in the authorized capital is a requirement of potential investors or creditors of the company, because this guarantees their interests.

The authorized capital of an LLC can be increased at the expense of the property of the company itself, i.e. accumulated net assets, or additional contributions of participants and third parties. In this article we will look in detail at the procedure for increasing the authorized capital of an LLC.

Please note: an increase in the authorized capital of an LLC is allowed only if the contributions declared upon formation of the company were fully made by the existing participants.

Increasing the authorized capital due to a new participant

First of all, you need to make sure that the charter of the LLC does not contain a prohibition on increasing the authorized capital through contributions from third parties. If there is no such prohibition, then the first step that a new participant must take is to write a free-form application addressed to the general director of the LLC with a request to accept him into the company. The application, in addition to the usual identification data of an individual or legal entity, indicates the amount of the contribution, the procedure and deadline for its payment, and the desired share in the authorized capital.

After receiving an application from a potential LLC participant, a meeting of participants is convened, the agenda of which should include the following issues:

accepting a new participant into the LLC and increasing the authorized capital due to his contribution;
the size and nominal value of the new participant’s share;
changing the size of shares of LLC participants;
new edition of the charter of the LLC in connection with the increase in the authorized capital.

In the minutes of the general meeting, the first three questions require the unanimous opinion of the participants, and to adopt a new version of the charter, two-thirds of the votes are sufficient, unless a larger threshold is specified in the charter. The sole participant formalizes the entry of a new participant and the increase in the authorized capital by his decision.

The new participant must make a contribution to the authorized capital within the period specified in the application, but no later than six months after the adoption of the relevant decision by the general meeting or the sole participant.

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Increasing the authorized capital at the expense of LLC property

The source of increasing the authorized capital in this case is the property of the organization itself. In this case, there is no redistribution of participants' shares, but their nominal value increases. Of course, in this case, the authorized capital cannot be increased by an amount greater than the value of the LLC’s property, namely the value of its net assets plus the reserve fund. Net assets mean the book value of the LLC's property reduced by the amount of its liabilities.

To make a decision on increasing the capital capital at the expense of the company’s property, two-thirds of the votes of the participants are sufficient, unless the charter provides for a larger number. Such a decision can only be made on the basis of the financial statements for the previous year.

Step-by-step instructions for increasing the authorized capital of an LLC in 2018

So, we have found out how and in what cases the authorized capital of a company can be increased, now we will figure out exactly how the registration procedure takes place, and what the participants and the director of the LLC must do.

Step 1. Make a decision of the general meeting or the sole participant to increase the authorized capital, change the charter and enter a new participant (if the increase occurs due to the contribution of a third party). If the authorized capital is increased due to additional contributions from all participants, then another decision will be required - to approve the results of the contribution to the authorized capital.

Step 2. Prepare a new edition of the charter or an amendment to it, which will reflect the new amount of the authorized capital.

Step. 3 Pay the state fee for amending the charter (800 rubles).

Step 4. Prepare documents confirming the payment of an additional contribution or the contribution of a new participant: cash receipt order, receipt, payment order. When increasing the capital of the property, it is also necessary to obtain its assessment by an independent appraiser and draw up an act of acceptance of the property on the balance sheet of the company.

Step 5. Within a month after making contributions to the management company, you must submit documents to the Federal Tax Service to register an increase in the authorized capital and changes to the charter:

a notarized statement in the form;
minutes of the general meeting of participants or the decision of the sole participant, certified by a notary;
a new edition of the charter or a separate document on amendments to the charter (two copies);
receipt of payment of state duty;
documents confirming the contribution to the authorized capital.

Step 6. After 5 working days, contact the tax office again to receive an entry sheet in the Unified State Register of Legal Entities and a copy of the new charter (amendments to the charter), certified by the tax office.

Form P13001 was approved by Order of the Federal Tax Service of Russia dated January 25, 2012 No. ММВ-7-6/25@, which came into force on July 4, 2013. This form is filled out by existing organizations in cases where it becomes necessary to make changes to the constituent documents.
The P13001 form itself consists of statements about changes and applications to him. The application contains information about the organization before changes are made. The necessary changes themselves are indicated in the appendices to the application.

The appendices consist of sheets marked with the letters of the Russian alphabet from A to M, some sheets may contain several pages. Each sheet of the application is intended for a specific type of change, except for sheet M. Sheet M must contain information about the applicant.

Thus, the application and Sheet M are always filled out, the remaining applications are filled out depending on the necessary changes. It is allowed to indicate several changes being made in one application. To do this, you need to fill out the application sheets corresponding to these changes.
Only those sheets that correspond to the changes being made are filled out. Unused sheets are not filled out and are not attached.

Page numbering must be indicated at the top of the application, as well as on each sheet of the application. In the application, the number is already indicated - 001, then only the pages used are numbered consecutively in the same (three-digit) format.

Application requirements

To fill out the fields of the application, you must use font Сourier new, size 18, all letters are in capitals only. Filling out by hand is also allowed, but only in black ink and block letters. When moving part of a word to a new line, there is no hyphen; you just need to continue the word you started on a new line. If a line ends in such a way that there is not enough space for a space after the finished word, then the new line begins with a space. Separate cells must be allocated for brackets and quotation marks.

When specifying fractional numbers, the characters to the left of the decimal point are aligned to the right side of the field, and the characters after the decimal point are aligned to the left side. If the specified number does not have a fractional part, zeros after the dot are not written.

When filling out the “series and document number” field, first write the series, then the document number through an empty space.

No corrections or blots in the application not allowed. Nothing, including a dash, is entered in the field “For official notes of the registering authority.” Double-sided printing of completed forms is also not permitted.

The applicant's signature must be certified by a notary.

Payment must be made before applying state duty for making changes. It can be paid at any bank without commission; the payer must be the applicant. The receipt for payment of the state fee is pinned to the top of the first page of the application.

Filling out the application

On the first page of the application you need to enter the OGRN and TIN of the organization. The form of ownership and name are indicated in full. You should pay attention to paragraph 2 of the statement. The checkbox next to this item is placed if it is necessary to bring the constituent documents into compliance with Federal Law No. 312 of December 30, 2008.

Change of name

Changing your name is probably the easiest option to complete. For this purpose in Sheet A you just need to enter the new name in full in Clause 1, and its abbreviated form in Clause 2.

Change of legal address

Sample of filling out form P13001 Sheet B. Change of legal address

To change the legal address, fill in Sheet B. To fill it out, you need to specify the index and code of the federal subject of the new legal address. Next, the new address is entered into the appropriate fields. When filling out fields from three to six, the abbreviations approved by the Order are used; when filling out fields from seven to nine, all types of address objects are indicated in full, without abbreviations.

When submitting an application, you will need to attach supporting documents (if the organization is the owner of the new premises, a copy of the certificate of ownership is attached, if the premises are rented, a letter of guarantee will be required from the owner).

Change of authorized capital

To change the authorized capital, fill in Sheet B. In the first paragraph, you need to indicate the option for forming the authorized capital, which was chosen when registering the organization. In the second paragraph, the type of change required is an increase or decrease in capital. The third paragraph is intended to indicate the new amount of authorized capital. Filled in accordance with the already specified requirements for numeric values, that is, the sum before the point is aligned to the right edge, after the point - to the left. If there are no kopecks in the new amount, zeros are not added after the dot.

Points 4 and 5 are intended for cases of capital decrease; accordingly, if capital increases, these points do not need to be completed.

Changing the composition of participants

To change the composition of participants are intended sheets G, D, F, Z, I. The appropriate sheet is selected depending on the organizational and legal form of the organization and the legal status of the participant. Please note that for joint stock companies these sheets are not completed.

For LLCs, they are used only to reflect the changed shares of owners in the event of a change in the authorized capital. For other forms of ownership, these sheets are used to register information about new participants or the departure of existing participants from participation in a legal entity.

Sheets D, D, G, Z, I are not used to indicate changed passport details of participants, changes in place of residence (for individuals) or legal address (for legal entities).

It should be noted that the specific rules for filling out sheets for changing the composition of participants may differ slightly depending on the region of registration, since the paragraphs of the Requirements regarding these sheets may be interpreted somewhat contradictorily. If possible, before submitting the application, it is better to contact the registration authority for additional clarification regarding filling out.

Changing OKVED codes

Two pages are used to change OKVED codes Lista L. Clause 1.1 and 2.1 on these pages are intended for changing the main activity. In order to register a new type of activity as the main one, it must be indicated on the first page of sheet L, while on the second page of the same sheet in paragraph 2.1 you need to enter the code of the main activity before making changes. Only one activity code can be registered as the main type.

To change additional activities, paragraphs 1.2 and 2.2 are used. If you need to add a new code, it must be indicated on page 1 in paragraph 1.2. To exclude a valid code, it must be entered on page 2 in paragraph 2.2.

Additionally, it is necessary to pay attention to the fact that OKVED codes do not have to be indicated in the constituent documents, therefore, changes in activity need to be registered only if they are already included in the constituent documents.

Changing information about branches

To change information about branches and representative offices, use Sheet K. Field 1 indicates the type of unit in respect of which changes are being made, field 2 indicates the type of changes, then fill in information about the unit. If we are talking about several branches or divisions, regardless of whether they are created or closed, a separate sheet is filled out for each division.

Information about the applicant

Sheet M“Information about the applicant” is mandatory to fill out, regardless of changes made. It must contain information about the individual submitting the application. Section 1 of this sheet requires you to indicate who the applicant is in relation to the legal entity whose information is being changed. If option 3 is entered in this section, you will then need to provide information about the legal entity that is the authorized organization.

Section 2 does not require completion if the application is filled out by the head of the organization on his own behalf, or by another person who has the authority to represent the organization without a power of attorney.

When indicating the address of the applicant’s place of residence, the same filling principles apply as were stipulated for indicating the address of a legal entity.

Clause 3.6.2 is not required to be completed if the documents are submitted to the registration authority on paper. In cases where the application is sent via the Internet by electronic file, this item must be completed.

Section 4 must be completed by the applicant by hand and in black ink, even if all other sections are completed using word processing programs.

When filling out this sheet, you will be able to choose the method of receiving completed documents from the registration authority, namely: in the hands of the applicant, in the hands of the applicant or the applicant’s representative, or sent by mail. In cases where sheet M is filled out in relation to several applicants, and accordingly on several pages, the choice of method for obtaining documents is indicated only on the first completed page.

Section 5 will be completed by the notary when certifying the applicant's signature.

When all the necessary pages are completed, continuous page numbering is performed. After this, the application is certified by a notary, a receipt for payment of the state duty is attached to it, and the necessary documents are attached.

Video: How to fill out the form

The following video discusses in detail step-by-step instructions for filling out form P13001 when making changes to the constituent documents.

It will be discussed what documents need to be prepared for submission to the registration authority and how to prepare these documents.

Introducing the founder of the company through increasing the authorized capital of the company is a fairly popular method, due to the fact that there is no need to have the share purchase and sale agreement certified by a notary, which is much cheaper than simply selling part of the share by the existing participant to a new participant.

Once again the essence of the procedure: we introduce a new participant into the membership of the company by making an additional contribution by the new participant and accordingly increase the authorized capital.

To carry out this procedure, you must fill out an application form P13001 – Application for state registration of changes made to the constituent documents of a legal entity. Information about the founders is naturally not contained in the Charter, but it contains mandatory information about the size of the authorized capital of the company, and this information needs to be changed.

The procedure for increasing the authorized capital of a company at the expense of contributions from third parties accepted into the company is described in the Law of 02/08/1998 N 14-FZ (as amended on 05/05/2014) “On Limited Liability Companies” Art. 19

Please note that by law, to increase the authorized capital of a company, at the expense of contributions from company participants 2/3 votes are sufficient (unless otherwise provided by the charter) , then in order to accept a new participant and make an additional contribution, a unanimous decision of the participants is necessary.

The company's charter must not prohibit the admission of third parties to the company. If this is not possible, changes must be made to the charter.

Procedure and preparation of documents.

A new participant writes an application to join the society: “…..the application of the third party must indicate the size and composition of the contribution, the procedure and period for its payment, as well as the size of the share that the company participant or third party would like to have in the authorized capital of the company. The application may also indicate other conditions for making contributions and joining the company.” Clause 2 of Article 19 of the Federal Law on LLC

Based on this statement, the participants make a decision, which is documented in the minutes of the general meeting of participants; the new participant must be present at the general meeting of participants.

Issues that must be considered at the general meeting of participants and reflected in the minutes of the general meeting:

1. Admission of a New Participant to the Company's Membership.

2. Increasing the authorized capital of the Company by making an additional contribution to the authorized capital by a new participant.

3. Distribution of shares in the authorized capital of the Company among the participants of the Company.

4. Adoption of a new version of the company’s charter.

5. Appointment of a person responsible for registering adopted changes in all state authorities without exception. organs

6. The procedure for making a decision by the general meeting of the company’s participants and the composition of the company’s participants present at its adoption.

Article 19 of the Federal Law on LLC tells us this: “...a decision must be made to amend the company’s charter in connection with an increase in the authorized capital of the company, as well as a decision to increase the nominal value of the share of a company participant or the shares of company participants who have submitted applications for making an additional contribution, and, if necessary, a decision to change the size shares of company participants. Such decisions are made unanimously by all participants in society. At the same time, the nominal value of the share of each participant in the company who submitted an application for making an additional contribution"

You can read more about the minutes of the general meeting here.

Payment for a share of the company's authorized capital, as a rule, is paid immediately and a cash receipt order or a receipt for the transfer of funds to a bank account is sent to the Federal Tax Service. Although, the law provides for a six-month payment period for the share of the authorized capital.

In the set of documents, to complete the registration procedure, you need two copies of the charter in a new edition or changes, one copy certified by the tax office is returned upon receipt of the documents.

Form P13001 Application for state registration of changes made to the constituent documents of a legal entity.

An example of filling out form P13001 using the example of an LLC with one founder.

Title page - We just fill out the TIN, OGRN and full name.

Sheet B – Information on the amount of authorized capital, because We are increasing, we are writing the amount of the authorized capital taking into account the contribution of the new participant. P.2 Type of change – Increase in authorized capital.

Sheet E – Information about the participant– an individual. For a new member.

Clause 1 Reason for making changes – 1 Entering information about a new participant

We start filling out from point 3

Sheet E of the Application, page 2

P. 4 – Share in the authorized capital: write the nominal value and size of the acquired share. In our case The new participant acquires 50% of the authorized capital with a nominal value of 10,000 rubles.

Sheet E of the application, page 1. For an old member.

Item 1 value 3 - making changes to information about the participant.

P. 4 Share in the authorized capital: We write down the nominal value and the size of the share that remains after accepting a third party as a participant. In our case, the old participant retains 50% of the authorized capital with a nominal value of 10,000 rubles.

Sheet M – Information about the applicant. We fill out all fields of the form according to the applicant’s information.

Total set of documents for transfer to the Federal Tax Service:

1. An application from a third party for acceptance into the company;

2. Minutes of the general meeting of company participants;

3. The Charter in a new edition or changes in 2 copies;

4. Receipt for payment of an additional contribution to the authorized capital (recommended), subject to making an additional contribution in cash;

5. Receipt for payment of state. duties.

In case of business expansion, as well as for various other needs, there is a need to increase the authorized capital of the LLC. This procedure is not particularly complicated, but it takes several stages, and a number of nuances are definitely worth paying attention to.

In what cases is an increase in capital required?

There are, relatively speaking, two reasons for increasing the authorized capital:

the desire of the business owners themselves, or the entry of a new participant into the business;
statutory duty.

Thus, there is a mandatory threshold in the amount of authorized capital for banks to obtain an alcohol license, and for other cases. In any case, the procedure is approximately the same, there is only a slight difference in two cases - in the case of an increase by the forces of existing participants, and by the forces of existing and new participants.

Ways to increase authorized capital

The authorized capital of an LLC can be increased either with money, or property, or non-property rights, or all together. In any case, a non-monetary valuation requires an appraisal by an independent appraiser. Formally, the appraiser’s report does not need to be submitted to the tax office, but in fact they may ask.

How to increase the authorized capital of an LLC

Sheet B contains new information on the size of the authorized capital

Sheet E page 1 for changing participant information

Sheet E page 2 for changing participant information

Sheet E page 1 for a new participant

Sheet E page 2 for a new participant

From time to time, every enterprise or organization improves its activities, develops, and rationalizes production, because progress never stands still. It is almost impossible to do without changes in the constituent documents. This means that they also need state registration in form P13001.

Let's figure out what this form is.

What is this document for?

The form, commonly known as P13001, is fully called application for state registration of changes made to the constituent documents of a legal entity. That is, it is a special form in which all significant changes relating to legal entities must be made.

This form can be called one of the most common after the form for the registration of a legal entity itself. After all, the constituent documents contain all the information about the name, location of the legal entity, management of its activities and other similar information.

When filing an application for state registration of changes, the moment when these changes gain legal force for third parties is also important. There are two cases:

from the date of their state registration;
from the moment of notification to the relevant registration authority.

Requirements for the form

The requirements are contained in the Order “On approval of forms and requirements for the execution of documents submitted to the registration authority during state registration of legal entities, individual entrepreneurs and peasant (farm) farms.” It came into force relatively recently – on July 4, 2013. Therefore, in this review we will look at the main points that will greatly simplify filling out P13001.

The form can be filled out either manually or using a program. Everyone chooses what is more convenient for them. This does not matter when registering.

Fill out the form in Courier new font, size 18. Use only capital letters and black color. When writing manually, we write in printed, legible letters.

Be sure to indicate the series first, then the document number. There should be a space between them. Problems often arise with numbers and fractions. Everything is very simple here - two fields are separated by an oblique line (a regular fraction) or a dot (a decimal fraction). The numerator is aligned on the right and the denominator is aligned on the left.

The same rule applies to monetary units, rubles before the point, and kopecks after it. If the number is an integer, then zeros are not placed after the dot. The telephone number is indicated without spaces or dashes. Plus, brackets are written in a separate place for each character.

When filling out the text, there are no hyphens, just continue filling out the form on a new line. If a word or several words are moved to the next line, but there are several empty cells left on the previous line, then they are counted as one space.

Please note that if all the cells of a line are filled and the word ends, then the next line begins with a space.

You should not file any sheets that are left blank with your application. Attach only those that have at least one completed column.

After you have filled out the form, you need to number the pages at the top of each sheet, the numbering is continuous. Three cells with the page number must be filled in, that is, the first page is 001, the second is 002, and so on. In no case you cannot correct anything or add anything. Double-sided printing is also prohibited.

The applicant or authorized person signs the form; if several applicants are included in the form, then the signature of each of them is required. The authenticity of the signature must be certified by a notary, with the exception of one case - if an individual entrepreneur or the head of a farm submits the form to the registration authority in person, presenting a passport.

The form consists of the application itself and its attachments. The application itself must provide information about the legal entity. The changes are described further on application sheets, each of which is lettered from A to M. This makes working with them easier.

The main statement consists of three sections:

Information about the legal entity from the Unified State Register of Legal Entities - Unified State Register of Legal Entities: name, OGRN, INN.
Re-registration – to bring the company’s charter into compliance with the law. You need to check the box opposite. Then we can determine the number of applications to be filled out further, based on the provisions of the Federal Law. If you do not carry out such re-registration, then do not check the box.
For service marks. The applicant does not fill out this field.

Let's move on to applications. You should fill out only those items in which changes are made:

Sheet A contains information about the name of the enterprise or organization. This includes the new name of the company: full and abbreviated, in Russian. Please note that the application indicates the previous name.
Sheet B must be completed when changing the legal address. It is necessary to carefully enter the detailed address of the executive body of the legal entity, including the index and digital code of the subject of the federation. Two columns of the sheet provide space to fill in the object type and specific name. The order also contains a list of abbreviations. For example, highway - sh, prospect - pr-kt, lane - lane, etc. As for the words “office”, “apartment”, “house”, their abbreviation is not provided.
Sheet B involves changes in the authorized capital: increase or decrease. The new capital amount is indicated. Particular attention is paid to the reduction of the authorized capital - not only the date of the reduction itself is entered, but also the date of two publications about it.
Sheets G-Z are filled out simultaneously with the previous sheet and have similar items. The exception is joint stock companies. Which of these sheets to make changes to is determined depending on the subject - participant of the legal entity:
- G – Russian legal entity. face;
- D – foreign legal entity. face;
- E – individual;
- F – Russian Federation, subject of the Russian Federation, municipal entity;
- Z – a mutual investment fund that owns a share in the authorized capital of a legal entity. faces.

Information regarding the reason for the change in the authorized capital, changed information about the participant and the size of his share must be entered.

These sheets are closely interconnected, that is, changes are made here about the participants, which are reflected in the amount of the authorized capital. For an LLC, you can also enter information about new participants, while the withdrawal of a participant or changed information (not related to capital) is documented in other forms.

Companies of other organizational and legal forms, except for LLCs and joint stock companies, fill out these sheets even in the event of the appearance of a new participant, his exit or changes in information about him.

Please note that changes to participant information do not include changes to passport details and place of residence information.

Sheet I contains information about reducing the authorized capital of an LLC by paying off the share owned by the company. First, you decide whether to fully or partially repay the company’s share. In case of full repayment of the share, the remaining points of this sheet should not be filled out.
Sheet K dedicated to branches or representative offices. If changes are made about several branches or representative offices, then each has its own form sheet printed.
Sheet L– codes according to the classifier of types of economic activity. This page must be filled out if OKVED codes are included in the edition of the Charter. Check that the codes match the extract from the Unified State Register of Legal Entities. If the main type of activity changes, we indicate the new code on the first page of the sheet, and the previous OKVED is indicated on the second.
Sheet M– the last sheet containing information about the applicant himself. Do not forget that on the third page the last name, first name and patronymic are indicated in black pen, even if the remaining parts are filled out on the computer and printed out.

A few more words about the mechanism for registering changes - after registration, a change will automatically occur in the Unified State Register of Legal Entities.

The video below provides step-by-step instructions for filling out the application: