The Civil Code of the Russian Federation does not give the exact concept of a legal address, but determines that the registration of an organization is carried out at the location of its permanent executive body. This executive body is the director of the LLC, therefore the legal address is the address where the director is located: office or his home address (if the company is registered under the director’s registration).
Law dated 05.05.2014 N 99-FZ separated the concepts of “location of a legal entity” and “address of a legal entity”:
- location is the name of the locality;
- The address of a legal entity is the full address of the LLC indicated in the Unified State Register of Legal Entities.
The unified state register of legal entities must indicate the address of the legal entity within the location of the legal entity (clause 3 of article 54 of the Civil Code of the Russian Federation).
It is necessary to know the difference between these concepts, because changing the address of an LLC within the same locality and changing its location are formalized differently.
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How to fill out the form when changing your legal address? The charter can only indicate a locality (for example, Kazan), so if you move within the same locality, then changes to the charter are not made. In this case, form P13014 is filled out with feature 2 - change of information in the Unified State Register of Legal Entities. If there is a change in the location of the legal entity, i.e. name of the locality (the organization moved from Kazan to Nizhny Novgorod), then sign 1 is indicated in the form - making changes to the constituent document.
Need more details? Read: All the nuances of filling out form P13014 when changing the address of an LLC.
Note! [email protected] came into force , amending the application form P13014 . The application can only be submitted on a new form. The principle of filling out the application for the described cases does not change, however, the barcodes on all sheets have been changed (on the first sheet of the new form there is a barcode with the number 7310 2014), as well as the numbering of the sheets (sheet H “Information about the applicant” has become sheet P). Samples in articles will be replaced in the near future. .
How to change legal address? Read our step-by-step instructions for changing the address of a legal entity 2022.
Changing the legal address of an LLC within one locality
If only the locality is indicated in the charter, then a one-stage change of the LLC’s registration address occurs. For example, the organization was located at the address: Moscow, st. Kastanaevskaya, 14, office. 11. New address: Moscow, st. Severnaya, 23, of. 41. The charter states only the location: Moscow.
Legal addresses in Moscow
Within seven working days after changing the address, you must submit to the registering Federal Tax Service at the previous legal address:
- notarized form P13014 (in this case, only the fields of clause 2 are filled in on sheet B);
- documents confirming the right to stay at the new address (certificate of ownership, lease agreement);
- minutes of the general meeting of participants or the decision of the sole participant to change the address.
If we are guided by the letter of the law, then the tax office should not require a protocol or decision on a change of address when changing the address within the location. This document is required only when changing the address in the charter (Article 17 of the Law “On State Registration” No. 129-FZ). In practice, the protocol or decision is still submitted, and some Federal Tax Service Inspectors instead accept the director’s order to change the address of the LLC.
Now let’s look at the procedure for changing a legal address within one locality, if the full address was indicated in the charter (in our example: Moscow, Kastanaevskaya St., 14, office 11). In this case, changes will have to be made to the charter.
Documents on changing the legal address of an LLC will be different:
- notarized form P13014;
- document confirming payment of the state duty for changing the legal address (800 rubles);
- documents confirming the new address of the LLC (ownership certificate, lease agreement);
- protocol of the general public management or the decision of the sole participant to change the address;
- Charter as amended or annex to it (2 copies).
You must also submit documents to the tax office at your previous address. After 5 working days, not counting the day of filing, the tax office must issue a Unified State Register of Legal Entities entry sheet, which will indicate the new address of the company.
Reasons for changing your legal address
Grounds for changing the legal address of a subject:
- End of the lease term.
- Moving an organization to another city/district.
- The need to change the Federal Tax Service.
- The old legal address does not comply with the provisions of the law.
An application for a change of address is required to be submitted to the tax office. Only the general director or a person with a power of attorney can do this. The application must be sent no later than 3 days from the date of the relevant decision. The procedure involves paying a fee.
Change of location of LLC
Changing the location of a legal entity when moving to another locality takes more than a month and occurs in two stages:
- notification of the tax office about a change of legal address;
- registration of change of legal address.
The procedure for changing the address of an LLC in 2022 when changing a locality occurs in accordance with the law of March 30, 2015 No. 67-FZ, which significantly changed the provisions of Article 17 of the Law “On State Registration” No. 129-FZ.
Changes to the Unified State Register of Legal Entities in Moscow on a turnkey basis
At the first stage, within seven working days after making a decision to change the legal address, you must inform the tax office about this. To do this, you must submit the following to the registering Federal Tax Service at your previous address:
- form P13014 certified by a notary (in this case, only the fields of clause 1 are filled in on sheet B);
- protocol or decision of a single participant to change the address.
Based on these documents, the tax inspectorate, after 5 working days, makes an entry in the Unified State Register of Legal Entities indicating that the company has made a decision to change its location. No earlier than 20 calendar days after making an entry in the state register, the director must again contact the registering Federal Tax Service, but at a new address.
What documents are needed to change the legal address at the second stage? They are almost the same as those submitted when changing the address with a change in the charter:
- notarized form P13014;
- confirmation of payment of the state duty (to the details of the registering Federal Tax Service at the new address);
- documents confirming the new address of the LLC;
- minutes of the meeting or the decision of the sole participant to change the address and amend the charter;
- Charter as amended or annex to it (2 copies).
If during the process of changing the address no information was revealed about its unreliability, then after five working days the Federal Tax Service will issue a Unified State Register of Legal Entities entry sheet with the new address.
Please note: in the process of identifying the authenticity of the new address, the tax inspector may appear in person and check that the conditions for the presence of the manager have been created at the address (the workplace is equipped, and the address is not a public one). If a fictitious address is detected, its change will be refused, and a record will be made in the Unified State Register of Legal Entities indicating that the information about the organization is unreliable.
If the new legal address of the LLC is the home address of the director or participant with a share of more than 50%, then this two-step procedure for changing the location does not apply.
Sample order for change of address
If the actual location of the workplace changes due to a change of legal address, then the personnel service must first notify the company’s employees about this.
In the order to change the legal address, you must make a link to the received document about adding the corresponding entry to the Unified State Register of Legal Entities. The text of the order should indicate:
- the date from which the changes made come into force;
- data after re-registration;
- a list of necessary organizational measures due to a change of location (for example, replacing seals, stamps, document forms, sending notifications to counterparties, signing additional agreements with employees, etc.), indicating the employees responsible for their implementation.
All persons involved in the order must be familiar with it, signed and dated.
Changing the location of the LLC to the home address of the director or founder
If you urgently need to change the location of the LLC, you can register a new address according to the registration of the director or participant who has a share of at least 50% in the company. In this case, the change of address occurs in one stage and within 5 working days after submitting the following documents to the registering Federal Tax Service at the new address:
- form P13014, certified by a notary;
- document confirming payment of state duty (to the details of the tax office at the new address);
- protocol or decision of the sole participant on amendments to the charter;
- charter as amended or annex to it (2 copies).
Documents to confirm the new address are not formally required, but we also recommend submitting the owner’s consent and a copy of the certificate of ownership (or an extract from the Unified State Register). The registration of the leader or participant in the passport must match the data in the application.
Refusal of an organization to change its address
Refusal to change the address due to debt to budgets of various levels or because the company is in the process of liquidation is unlawful and subject to challenge in court.
The tax service may issue a negative verdict if:
- violation of the deadlines for sending the application (i.e. later than 3 days after the relevant decision was made at the meeting of founders);
- providing an incomplete package of necessary documents;
- errors, inaccuracies and typos in the application;
- absence of a new location in the address classifier;
- identifying registration at the new address of other companies in large numbers.
Thus, changing the address of a company is not a simple procedure at all. It is necessary to clarify in advance all the nuances of the legislation, to properly organize and carry out all preparatory activities before making a final decision at the meeting of the founders of the Company. Only in this case will it be possible to avoid possible problems at the next stages.
Change of legal address and re-registration in funds
If, in the process of changing the address of the LLC, there is a change of the Federal Tax Service or territorial divisions of the Pension Fund and the Social Insurance Fund, then you do not need to deregister yourself and register it in another district or locality. Removal and registration of the Federal Tax Service and funds occurs without your participation through a system of interdepartmental interaction. Decree of the Government of the Russian Federation dated December 22, 2011 N 1092 obliges tax inspectorates to transfer the necessary information to the Pension Fund of the Russian Federation, the Social Insurance Fund and Rosstat within 5 working days. We suggest you briefly look into this issue.
Considering that the administrative division of funds is not related to the Federal Tax Service, it may happen that you change the tax office, but remain under the jurisdiction of the previous branch of the Pension Fund or Social Security Fund. In this regard, it is recommended to clarify the jurisdiction of which government bodies has changed in your case.
- Registration with another Federal Tax Service. According to Art. 84 of the Tax Code of the Russian Federation, the tax authority carries out deregistration within five days from the date of entering information about the new address in the Unified State Register of Legal Entities. The former Federal Tax Service independently forwards your documents to the tax office at the new address. The transfer process can take up to a month. To avoid any disputes with tax authorities when moving, we advise you to reconcile your tax calculations in advance. The fact of deregistration of an organization at the old address is confirmed by notification in form No. 1-5-Accounting. The organization’s TIN remains the same, but the checkpoint will change.
- Changing the Pension Fund when changing the legal address. The pension fund must deregister the LLC within 5 days from the date of receipt of information from the tax office about the change in legal address. Next, your case is sent to the new territorial division of the Pension Fund of Russia, and the organization is assigned a new registration number of the policyholder.
- Changing the Social Insurance Fund when changing your legal address. It is carried out in the same way as changing the Pension Fund, but the registration number of the LLC does not change.
- New statistics codes. There is no need to report a change of address to Rosstat, but if you move, your statistics codes may change. You can personally contact Rosstat at your new address to receive a stamped code assignment document, but almost everywhere they accept a notice printed from the Rosstat website.
- Changing bank details. The tax office is not required to inform your bank about a change of legal address. If you decide to continue servicing with the same bank, then you need to replace your bank card and indicate in it the new legal address of the LLC.
Although, according to the law, government agencies must register at a new address independently and in a short time, the human factor cannot be ignored. If you are interested in ensuring that re-registration due to a change in the legal address of the LLC occurs without problems, keep this process under control. Find out whether your documents arrived on time and in full; sometimes, due to failures in interdepartmental cooperation, you have to register yourself.
Registration of a new legal address with the tax office
When changing the legal address, the physical movement of the company does not always occur; the main events take place on paper:
- To begin with, the decision to change the “registration” must be made by the LLC participants and documented. The sole founder draws up a written Decision, if several co-owners gather and vote on this issue, after which they draw up a Protocol.
- The legal address is indicated in the company’s charter documents, so when it changes, the Charter also has to be rewritten. A new edition or sheet with changes must be prepared for the general meeting of participants.
- By the time the documents are completed, the LLC must have in hand the title documents for the new premises, and if it is a lease, sign an agreement or obtain a letter of guarantee from the landlord.
- The listed documents, together with a notarized application p13001, must be submitted to the registrar.
All actions related to registration in the Unified State Register of Legal Entities are carried out by organizations through the territorial offices of the Federal Tax Service. How long does it take to notify the tax office about a change of legal address - only 3 days from the date of the decision, otherwise - a fine of 5,000 rubles. A week later, the documents are registered and can be collected.
Who else needs to be informed about the change of legal address?
From the moment of making changes to the Unified State Register of Legal Entities, the legal entity officially has a new address. The final stage of the procedure for changing the “registration” of a company is bringing this information to the attention of interested organizations.
Change of address and extra-budgetary funds
The “one-window” principle, designed to simplify the interaction of entrepreneurs with government bodies and funds, involves automatic notification of related services about registration actions performed by the company. Interdepartmental communications should ensure prompt exchange of data between legal entities. However, in practice, tax officials do not always promptly notify their colleagues from extra-budgetary funds about changes that have occurred.
Taxpayer organizations are not required to directly contact the Pension Fund of the Russian Federation and social insurance. The tax office must do this within five days from the date of change of address of the legal entity. But this process should not be left to chance: it is better to call the funds and make sure that the necessary information has reached them. If notifications get “lost” along the way, the misunderstanding can be quickly corrected by writing a statement in free form and the issue can be finally closed.
Problems may arise when, with a change of address, you have to transfer to another inspectorate and a new branch of the pension fund. If registration does not happen automatically, the director of the LLC has no choice but to intervene in the process: receive a notice of deregistration in one Pension Fund and submit it along with an application to another.
New address - new statistical codes
When a taxpayer’s address changes, the Federal Tax Service’s responsibilities end with notifying the funds. Everything else is the responsibility of the organization itself. Since the company is about to reissue a bank card, it is necessary to take care of obtaining statistics codes.
To request a letter, there is no need to personally visit the State Statistics Committee. You can print the notification on the website gks.ru by entering the OGRN, INN or OKPO of the company in a special order form for information services.
The option to receive a “live” document with codes is still available. To do this, you will need to provide the statistics department with a decision to change the legal address, a sheet with a new entry in the Unified State Register of Legal Entities and a certificate of amendments to the state register.
Entering an address in a bank file
With a new information letter from statistics, you can go to the bank. Address is a mandatory detail in the banking file of a legal entity, no matter whether the company is a borrower or a client for settlement services. In the second case, a card with samples of seals and signatures must be reissued.
It is better to check with the credit institution itself in what form to submit a notice of change of address. Banks usually develop their own forms and requirements for the package of documents. They will definitely need a decision to “move” and an updated entry in the Unified State Register of Legal Entities, but they may also ask for a “fresh” Charter.
So that clients and partners do not lose
A change in the official location of the company does not entail the obligation to inform all clients and counterparties about this. The usual rules of business etiquette dictate that you contact at least the most important partners. The organization decides independently who to notify about the change of legal address and who not. But only if the current contracts do not contain a clause on mandatory notification of the other party about changes that have occurred.
If there is such a requirement, you will have to send a notification, in writing and within a certain period, otherwise you may face penalties. To transfer the document, it is advisable to use postal services: a receipt for a valuable letter with a list of attachments will be the best confirmation that the notice was sent in accordance with the terms of the contract.
Change of JSC address
So far we have been talking about the most common organizational form of business - LLC. But a legal entity can also exist in the form of a joint stock company.
Changing the legal address of a JSC occurs according to the above scheme, with one important exception. Enterprises with share capital are required to report changes to the Federal Service for Financial Markets (FSFM). The “relocation” of the issuing company concerns a wide range of persons – shareholders, therefore, failure to comply with FFMS Order No. 07-4/pz-n dated January 25, 2007 entails administrative liability with an impressive fine: from half a million to 700,000 rubles. Such punishment awaits a joint stock company that “forgot” to notify the financial markets department about a change of address or did so later than the allotted thirty days.
The message for the Federal Financial Markets Service is drawn up on a special form in electronic form. The application form is filled out on the Central Bank website and then saved on a removable storage device (flash card, CD). A letter containing an electronic storage device, a copy of the JSC Charter, a protocol on changing the legal address, and a certificate of registration in the Unified State Register of Legal Entities is sent to the territorial branch of the Central Bank of the Russian Federation. It is imperative to draw up an inventory in 2 copies, one of which, with postal marks indicating the receipt of correspondence, is kept in the company. Changes to information about the issuer are confirmed by a response notification from the Federal Financial Markets Service.