Making changes to the Unified State Register when changing the registrar. Notification of the Federal Tax Service on the change of the registrar of the joint stock company
Not so long ago, closed joint stock companies formed a certain part of the corporate landscape, hinting that the company was not an easy one. In most cases, not counting the times of privatization, the choice of organizational form was associated with image. In addition, the burden of maintaining the joint stock company did not cause any regrets about this choice.Times have passed, the Central Bank has become a mega-regulator, its policy towards joint stock companies has become very strict. The first bell rang with the entry into force of the Federal Law of July 2, 2013 N 142-FZ “On Amendments to Subsection 3 of Section I of Part One of the Civil Code Russian Federation", in the edition of which Civil Code(namely, paragraph 2 of Article 149) from now on obliged joint-stock companies to hand over the registers of owners without distinction valuable papers administered by licensed registrars.
Clause 5 of Article 3 of the above-mentioned law gave a delay - until October 1, 2014 inclusive, it was until this date that all joint-stock companies had to transfer the registers to the registrar. But not everyone had time, knew, or remembered this, so there are still a certain number of closed joint-stock companies and non-public joint-stock companies that have not yet fulfilled this obligation. And if you decide to correct this oversight, this article is for you. Below we will look at how to fill out Form 14001 to contribute to Unified State Register of Legal Entities information about the registrar.The application is simple and easy to fill out. First of all, the title page. We number the sheet, indicate the OGRN, INN and the full corporate name of the organization in Russian. We indicate the reason for submitting the application - making changes to information about the legal entity.
This is our main sheet - in it we inform about the selected registrar. As you can see, the information provided is very brief - OGRN, TIN and name. Although it is possible to indicate on the sheet the applicant himself as the registrar, this would be contrary to law.
The next four sheets are traditional and unchanged sheets for the applicant. In our case, this will be the head of the organization.
Nothing other than this application (with, of course, the notarized signature of the head) is submitted to the Federal Tax Service inspection. An exception is that if the application is submitted by a representative, a notarized power of attorney will be required. Like any other application for registration, this application can be submitted to the tax office:
- personally;
- with the help of a representative;
- by mail;
- electronically, with using digital signature leader.
According to paragraph 1 of Art. 44 Federal Law “On Joint-Stock Companies” dated December 26, 1995 No. 208-FZ (FZ “On Joint-Stock Companies”), the JSC is obliged to ensure the maintenance and storage of the register of shareholders from the moment state registration. Maintains the register of shareholders specialized organization(registrar), having the appropriate license. An agreement is concluded between the registrar and the JSC for the provision of services for maintaining the register of shareholders of the JSC.
Features of filing an application to the tax office for a change of registrar
A change of the registrar of a JSC can occur if the contract for maintaining the register of shareholders has expired or on the basis of a decision of the board of directors to terminate the contract with the previous registrar (subclause 17, article 65 of the Federal Law “On JSC”). If in a JSC the number of shareholders who own voting shares is less than 50, then the decision to change the registrar can be made by the general meeting of shareholders (paragraph 2, clause 1, article 64 of the Federal Law “On JSC”).
To change the registrar you need:
- decide on the candidacy of a new registrar;
- hold a meeting of the board of directors (supervisory board) (Article 68 of the Federal Law “On JSC”);
- conclude an agreement with the new registrar for the provision of services for maintaining the register of shareholders;
- send messages about the change of registrar to shareholders.
The previous registrar must transfer the register of shareholders of the JSC to the new one.
To enter information about the new holder of the shareholder register into the Unified State Register of Legal Entities, you must submit an application to the Federal Tax Service in form No. P14001. The document must be certified by the signature of the head of the permanent executive body JSC, and also certified by a notary. The application for changing the registrar of a joint stock company must be accompanied by the minutes of the general meeting on the transfer of the register to a specialized registrar.
Entering information about the holder of the register of shareholders in the Unified State Register of Legal Entities is a process that requires knowledge of the current legislation in the field of registration legal entities, as well as the practice of registering changes in the Unified State Register of Legal Entities with a specific registration authority.
The Exclusive Processing company has been providing services such as changing information about the holder of the register of shareholders, as well as registering the holder of the register of shareholders for many years. We have accumulated experience not only rapid response on changes in legislation regulating the process of company registration, but also experience in interaction with the registration authorities of various federal subjects, cities, districts, etc.
Documents and information required to register changes in the Unified State Register of Legal Entities:
- An extract from the Unified State Register of Legal Entities containing reliable information about the Company;
- Copy of the passport General Director Societies;
- Information about the holder of the register of shareholders:
Services and prices for registering a holder of the register of shareholders of a JSC:
|
Registration of the holder of the register of shareholders |
price, rub. |
State fee\ notary Paid separately |
||
| Document preparation services | 2,000 rub. |
RUB 3,260 - notary expenses |
1-2 days preparation of documents. 6 days registration with the Federal Tax Service. |
|
| Turnkey registration service (with accompaniment to a notary and delivery/receipt of documents to the MIFTS) | 4,000 rub. | |||
|
Reference: Representation of the applicant’s interests in the registration authority is carried out on the basis notarized power of attorney (the federal law from 05/05/2014 |
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Attention:
The prices indicated on our website are accurate.
Advantages of registering information about the holder of the register of shareholders in our company:
- Free consultation;
- Possibility of providing individual stages of the service;
- Individual approach and assigning a specific specialist to you;
- Discounts for regular customers;
- Urgent preparation of documents (it often happens that “it’s on fire”, we can handle that too);
- Remote preparation of documents;
- Accompanying you to the notary by a company employee (notary without a queue);
- Free consultations during the company's activities:
Package of services when entering information about the holder of the register of shareholders:
- Placing an order, exchanging necessary data;
- Preparation of a set of documents necessary for registration of changes;
- Notarization of the application for registration of changes in the Unified State Register of Legal Entities, support of the applicant;
- Submission of documents to the registration authority (by power of attorney);
- Registration of changes in information in the Unified State Register of Legal Entities with the Federal Tax Service;
- Heaving of documents in tax office(by courier);
- Delivery of documents to your office:
- Entry sheet in the Unified State Register of Legal Entities certified by the tax authority;
- Decision/Protocol on transfer of the register to the registrar and approval of the registrar;
Selection of the holder of the register of shareholders
The Company can choose a registrar independently and enter into an agreement with him to maintain the register. The registrar, in turn, must perform the following functions:
- maintaining personal accounts of registered persons;
- storage and recording of documents that are the basis for making entries in the register;
- recording requests received from registered persons (and responses to them);
- accounting for accrued income on securities;
- other actions that are provided for by the legislation of the Russian Federation.
You can transfer the register to the registrar in several stages:
- Bringing the register of shareholders of the company into compliance with current legislation from the moment of creation of the company to the present.
- Selecting a registrar, agreeing on the terms of the contract for maintaining the register, approving the registrar and the terms of the contract with him.
- Signing an agreement to maintain the register.
- Preparation of documents necessary for concluding an agreement with the registrar
- Disclosure of information on replacement of the holder of the register of shareholders.
- Entering information about the holder of the register of shareholders of the company in the Unified State Register of Legal Entities
According to Russian legislation The register of shareholders of the company contains all information about each registered person, the number and types of shares recorded for each person and other necessary information. The maintenance and storage of this register must be ensured by the JSC from the moment of registration of the Company (Article 44 of the Federal Law No. 208 of December 26, 1995).
Federal Law dated July 2, 2013 N 142-FZ “On Amendments to Subsection 3 of Section I of Part One of the Civil Code of the Russian Federation” amended Article 149 of the Civil Code of the Russian Federation. This provision provides that the accounting of rights to uncertificated securities is carried out by making entries in accounts by a person acting on behalf of the person obligated under the security, or by a person acting on the basis of an agreement with the copyright holder or with another person who, in accordance with the law, exercises the rights on a security. Maintaining records of such rights is carried out by a person who has a license provided for by law.
The changes came into force on October 1, 2013. Thus, newly created joint-stock companies are obliged, from the moment of state registration of the company, to ensure that the register of shareholders of the company is maintained and stored by a professional registrar with a special license.
For those joint stock companies that maintain a register of shareholders without the involvement of such a person, a transition period of 1 year has been established (until October 1, 2014). During this period, they are required to transfer their registers to professional registrars.
Please note that for illegal maintenance of the register of owners of securities by their issuer, Part 2 of Article 15.22 of the Code of Administrative Offenses of the Russian Federation has established administrative penalty for legal entities in the amount of 700,000 – 1,000,0000 rubles.
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