It is registered
Ministry of Justice
Russian Federation
On December 22, 2004, No. 6220
of November 1, 2004 No. SAE-3-09/16 @
About methodical explanations on filling of the document forms used in case of state registration of the legal entity and individual entrepreneur
According to item 4 of the order of the Government of the Russian Federation of 19.06.2002 No. 439 "About approval of the forms and requirements to document creation used in case of state registration of legal entities, and also physical persons as individual entrepreneurs" (The Russian Federation Code, 2002, No. 26, Art. 2586; 2003, 43, of the Art. 4238) I order to No.:
1. Approve Methodical explanations in the order of filling of the document forms used in case of state registration of the legal entity according to appendix No. 1 to this order.
2. Approve Methodical explanations in the order of filling of the document forms used in case of state registration of a person as an individual entrepreneur according to appendix No. 2 to this order.
3. Recognize invalid the order of the Ministry of Taxes and Tax Collection of Russia of 15.10.2002 No. BG-3-09/572 "About methodical explanations in the order of filling of form No. P17001 "The message of information about the legal entity registered before entry into force of the Federal Law "About State Registration of Legal Entities", No. 3934 registered by the Ministry of Justice of the Russian Federation 19.11.2002 (The bulletin of regulations of federal executive bodies, 2002, No. 49), the order of the Ministry of Taxes and Tax Collection of Russia of 18.04.2003 No. BG-3-09/198 "About methodical explanations in the order of filling of the separate document forms used in case of state registration of the legal entity", No. 4547 registered by the Ministry of Justice of the Russian Federation 15.05.2003 (The bulletin of regulations of federal executive bodies, 2003, No. 35).
4. To impose control of execution of this order on the deputy minister of the Russian Federation on taxes and fees D.A.Chushkin.
Head Federalnoy
Tax Service
A. Serdyukov
Appendix №1
These Methodical explanations are developed according to the Civil code of the Russian Federation (The Russian Federation Code, 1994, No. 32, Art. 3301; 1996, No. 34, Art. 4026; 2002, No. 12, Art. 1093; No. 48, Art. 4746; 2003, No. 2, Art. 167; 352 (part I), Art. 5034; 2004, No. 27, Art. 2711; No. 31, the Art. 3233), the Federal Law of 08.08.2001 No. 129-FZ "About state registration of legal entities and individual entrepreneurs" (The Russian Federation Code, 2001, No. 33 (part I), Art. 3431; 2003, No. 26, Art. 2565; No. 52 (part I), the Art. 5037), the Federal Law of 21.03.2002 No. 31-FZ "About reduction of legal acts in compliance with the Federal Law "About State Registration of Legal Entities" (The Russian Federation Code, 2002, No. 12, the Art. 1093), the order of the Government of the Russian Federation of 19.06.2002 No. 439 "About approval of the forms and requirements to document creation used in case of state registration of legal entities, and also physical persons as individual entrepreneurs" (The Russian Federation Code, 2002, No. 26, Art. 2586; 2003, No. 7, Art. 642; 2003, No. 43, Art. 4238; 2004, No. 10, Art. 864).
Data on the territorial tax authorities performing state registration of legal entities in the territory of appropriate subject of the Russian Federation are placed on the Websites of the Departments of FNS of Russia for subjects of the Russian Federation (further - UFNS of Russia on subjects of the Russian Federation) on the Internet. The specified data contain names of registering bodies, their postal addresses and e-mail addresses, phone numbers of "the hot line", names and codes of the territories under RCATU carried to jurisdiction of specific registering body. Besides, the specified data include information necessary for filling of details of payment documents in case of payment of the state fee for state registration of the legal entity. Addresses of the Websites of UFNS of Russia on subjects of the Russian Federation are posted on the website by FNS of Russia of www.nalog.ru in the Section "Interactive Map of Territorial Tax Authorities".
Each document (including the statement) containing more than 1 leaf is presented in the stitched, numbered form. The number of sheets is confirmed by the signature of the applicant or notary on the back of the last document sheet on site of its insertion.
Statements, notifications and messages, and also appendices to them are filled in by hand with printing letters ink or ball pen of blue or black color or the typewritten text. If any Section or Item of the Section of the statement is not filled in, in the corresponding graphs the crossed out section is put down. If any sheets of appendices to the statement are not filled in, then they are not represented to registering body.
All Sections and Items of statements (notifications) are subject to obligatory filling except as specified, established by these Methodical explanations.
The statement and each sheet of appendix to the statement is signed by the applicant.
The document on payment of the state fee is submitted to registering body in the original. At the same time the code of budget classification, and also account details of registering body shall be correctly specified.
According to article 9 of the Federal Law of 08.08.2001 No. 129-FZ (Russian Federation Code, 2001, No. 33 (part I), Art. 3431; 2003, No. 26, Art. 2565) in case of state registration of the legal entity by applicants can be the following physical persons:
1) the head of permanent executive body of the registered legal entity or the other person having the right without power of attorney to act on behalf of this legal entity (for example, the participant of complete partnership or the complete companion in general partnership; the managing director performing functions of sole executive body based on the agreement):
in case of state registration of the changes made to constituent documents of the legal entity;
when entering into the Unified State Register of Legal Entities of the changes into information about the legal entity which are not connected with modification of constituent documents;
in case of introduction of record about the termination of activities of the attached legal entity;
in case of state registration of the legal entity created by reorganization.
Applicant in case of state registration of the legal entity created by reorganization in the form of merge is one of heads of permanent executive bodies of the legal entities stopping activities as a result of reorganization or the other persons having the right without power of attorney to act on behalf of these legal entities.
Applicant in case of state registration of the legal entity created by reorganization in the form of allocation is the head of permanent executive body of the reorganized legal entity or the other person having the right without power of attorney to act on behalf of the legal entity.
Applicant in case of state registration of the legal entity created by reorganization in the form of transformation or separation is the head of permanent executive body of the legal entity stopping activities as a result of reorganization or the other person having the right without power of attorney to act on behalf of this legal entity.
Authorized person of the legal entity registered till July 1, 2002 in case of submission of the message of information about the legal entity registered before entry into force of the Federal Law "About State Registration of Legal Entities" is the head of permanent executive body of the specified legal entity or the other person having the right without power of attorney to act on behalf of this legal entity.
2) the founder (founders) of the legal entity, and also the head of the legal entity acting as the founder of the registered legal entity:
in case of state registration of the legal entity during creation.
3) the other person who is acting on the basis of the power provided by the Federal Law, or the act of the state body which is specially authorized on that, or the act of local government body:
in case of state registration of the legal entity during creation;
in case of state registration of the legal entity created by reorganization;
in case of state registration of the changes made to constituent documents of the legal entity;
when entering into the Unified State Register of Legal Entities of the changes into information about the legal entity which are not connected with modification of constituent documents;
in case of introduction of record about the termination of activities of the attached legal entity;
in case of state registration of the termination of activities of the unitary enterprise in connection with sale of its property complex.
4) head of liquidation commission (liquidator), receiver;
in case of liquidation of the legal entity.
1. In address part of the Statement for state registration of the legal entity during creation the name of registering body to which documents are submitted is specified.
In case of submission to registering body of the Statement for state registration of the legal entity during creation (form sheets A, B, G or D, Zh to the specified statement are subject to No. P11001) obligatory for filling. Other sheets of appendices to the Statement for state registration of the legal entity during creation are filled in if necessary. If other sheets are not filled in, they are not represented to registering body.
2. Section 1 "Form of Business and Name of the Legal Entity".
Items 1.1-1.6 are filled according to constituent documents of the legal entity.
According to Article 54 of the Civil code of the Russian Federation (Russian Federation Code, 1994, No. 32, Art. 3301; 2002, No. 48, Art. 4746; No. 12, of the Art. 1093) the legal entity has the name containing specifying on its form of business.
Names of non-profit organizations, and shall contain specifying on nature of activities of the legal entity in the cases of the name of the commercial organizations provided by the law.
The name of the legal entity shall conform to requirements of the Federal Laws regulating activities of legal entities of certain forms of business.
According to the subitem "an" of Item 1 of article 5 of the Federal Law of 08.08.2001 No. 129-FZ (Russian Federation Code, 2001, No. 33 (part I), Art. 3431; 2003, No. 26, Art. 2565) contain in the Unified State Register of Legal Entities data about complete and (if is available) the abbreviated name, including trade name, for the commercial organizations in Russian. Considering that according to item 4 of Article 54 of the Civil code of the Russian Federation (The Russian Federation Code, 1994, No. 32, the Art. 3301) legal entities which are the commercial organizations shall have trade name, filling of Item 1.4 for the commercial organizations is obligatory.
If in constituent documents of the legal entity its name is specified in one of languages of the people of the Russian Federation and (or) in foreign language, in the state register also the name of the legal entity in these languages is specified.
When using in the name of the words "Russia", Russian Federation, the words "federal" and the words and phrases formed on their basis it is necessary to be guided by the order of the Government of the Russian Federation of 07.12.1996 No. 1463 "About use in names of the organizations of the names "Russia", Russian Federation (The Russian Federation Code, 1996, No. 51, Art. 5816; 1998, No. 6, Art. 773; 2004, No. 31, Art. 3268).
3. Section 2 "Address (Location)".
According to Item 2 of Article 52 of the Civil code of the Russian Federation (The Russian Federation Code, 1994, 32, the Art. 3301) the location of the legal entity is determined No. in its constituent documents.
According to Item 2 of Article 54 of the Civil code of the Russian Federation (Russian Federation Code, 1994, No. 32, Art. 3301; 2002, No. 12, the Art. 1093) and the subitem "v" of Item 1 of article 5 of the Federal Law of 08.08.2001 No. 129-FZ (The Russian Federation Code, 2001, No. 33 (part I), the Art. 3431) the location of the legal entity is recognized the location of its permanent executive body, and in case of absence of permanent executive body - other body or person having the right to act on behalf of the legal entity without power of attorney on whom communication with the legal entity is performed.
In case of determination of permanent executive body of the legal entity it is necessary to be guided by provisions of the Civil code of the Russian Federation, the Federal Laws on the corresponding type of the legal entity, other Federal Laws, and also constituent documents of the legal entity.
In complete partnership and general partnership (partnership in commendam) permanent bodies are not created, and on behalf each participant of complete partnership has the right to act of the legal entity if by the foundation agreement it is not determined that all his participants run business jointly, or business management is entrusted to certain participants.
According to article 42 of the Federal Law of 08.02.1998 No. 14-FZ "About limited liability companies" (The Russian Federation Code, 1998, No. 7, the Art. 785), to Item 1 of article 69 of the Federal Law from of 26.12.1995 No. 208-FZ "About joint-stock companies" (The Russian Federation Code, 1996, 1, the Art. 1) powers of sole executive body of society can be delegated No. under the agreement to the managing director (the commercial organization or the individual entrepreneur).
3.1. If in Item 2.1 the sign "V" notes the address (location) of permanent executive body or other body, Item 2.2 is filled; further Items 2.3 and 2.4 are filled.
3.2. If in Item 2.1 the sign "V" notes the address (location) of person having the right to act on behalf of the legal entity without power of attorney, then Items 2.3 and 2.4 are filled.
3.3. When filling Item 2.3 it is necessary to distinguish the location of permanent executive body, other body or person having the right to act on behalf of the legal entity without power of attorney, from the home address of the physical person representing relevant organ, or person having the right to act on behalf of the legal entity without power of attorney. The address (location) of the legal entity is specified according to its constituent documents.
Besides, it is necessary to consider that according to Item 2 of Article 671 of the Civil code of the Russian Federation (The Russian Federation Code, 1996, No. 5, of the Art. 410) the legal entity can use premises only for accommodation of citizens.
4. Section 3 "Number of Founders of the Legal Entity".
In Items 3.1 and 3.2 the number of founders, respectively, legal entities and physical persons is specified. The information about founders - legal entities and physical persons is specified in sheets A and B of the Statement for state registration of the legal entity during creation.
When filling information about founders of the legal entity it is necessary to take the following into account.
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The document ceased to be valid since July 3, 2013 according to Item 5 of the Order of the Federal Tax Service of the Russian Federation of 25.01.2012 No. MMB-7-6/25 @