Advice 1: The duties of a lawyer in LLC

Internal and external activities of any company must comply with the legislation, only in this case, the company will not spend the resulting profits to pay all sorts of penalties and reparations. The company's activities in the framework of the law, taking into account current changes in regulations are possible in the presence of the state's own lawyer.
The duties of a lawyer in LLC

The main tasks of the lawyer in the company

The company with any form of ownership, the main task of the lawyer is high-quality and operational support of its activities to timely identify, prevent and minimize possible risks. Moreover, if the company is small and cannot afford a legal Department in which each employee specialize in their field of law, in-house counsel need to navigate freely in labour, and in tax and civil legislation.

That is why the duties that are imputed to a lawyer will largely depend on whether he is the only scholar working in this company. In this case, the leader who doesn't want to keep the state a lot of lawyers, it is advisable from time to time to attract professionals working in law firms and specialize in narrow areas of law.

What should be included in the duties of a lawyer

Without the participation of a lawyer should not be developed any documents as constituent and internal regulatory and organizational and administrative. A lawyer should participate in the activities of the enterprise from the very first days of its organization, participating in the process of registration of a legal entity. Subsequently, with his participation, changes in the constituent documents.

The duties of the lawyer is to ensure the company's regulatory and legal documents regulating its activities and managing the database of legal acts, monitoring and payment of all current changes in legislation. It needs to check for compliance all projects of orders, instructions, regulations and other legal documents, which then will be signed by the supervisor.

An important part of the duties of an attorney is contract work. A lawyer should choose the best form of contractual relations, develop draft contracts to check for compliance with the law, those projects that are the signature of the head of the counterparties. The lawyer also involved in the resolution of claims and disputes and in court proceedings, including arbitration. He will have to prepare applications for obtaining authorizations and licenses, special permits for the activities of the company. In addition, his competence will be to address issues of labor law: employment, transfer and dismissal of employees, labor disputes and so on. Will refer to employees of the company to advise on various legal issues.

Advice 2: How to re-register, OOO

Mandatory re-registration of OOO began in 2009 after the entry into force of amendments to the existing legislation. The need for this arose because the new law failed to meet several provisions of the earlier statutes was OOO.
How to re-register, OOO
You will need
  • - statement on form Р130001 and Р140001, signed by the CEO and certified by a notary;
  • - copy of certificate on state registration (certificate on assignment OGRN);
  • - copy of the certificate on statement on the tax account (a certificate of assignment of INN to the firm);
  • - Charter of company in new edition;
  • - copy of Charter (in Moscow) or more original documents;
  • solutions or protocols on the establishment and appointment of the General Director;
  • - certificate of incorporation from the time of the last modification;
  • documents about payment of state duty for re-registration and notarized copies of the Charter.
Make changes to the Charter of OOO , and create a Protocol of General meeting of founders or sole decision, if in OOO .For this you can download online model Charter of a new sample or ask for help from a lawyer or consultant (Agency) to business development. In the presence of the lawyer it is better to entrust this work to him. Or to seek the assistance of a third party, if between it and your company signed the contract for legal assistance. It is possible that in this case, service will be provided within the subscription fee, if that is stipulated in your contract.
Collect a full package of documents (see "requires") for submission to the tax office. The application for registration of changes in Charter and making changes to entities must sign and notarize the Director-General.Fresh certificate of incorporation reflecting recent changes, is taken to the tax inspection.Registration fee should be paid strictly from the settlement account of OOO and provide the payment order marked by the Bank. The receipt of cash on behalf of individuals can not accept.
With a ready package of documents WIPO Director General addresses during working hours in the tax office and if everything is in order, to put the law gets re-registration certificate and the current certificate of incorporation and a certified copy of the Charter or original. To pick up the documents, maybe a third party by power of attorney, signed by the first persons of the company and its seal.Depending on the region to address this issue may be on serving the legal address of the enterprise, or an individual registered on.
The main changes that we need to amend the Charter of OOO:

1. The main constituent document of an LLC is its Charter. The constituent Treaty, now called Treaty on the establishment and the list of constituent documents is not included.

The nominal value of shares of participants in the Charter may be omitted, but it is necessary to submit the Charter application in the form approved by the RF Government.

2. The General Director shall maintain a list of participants with information about each of them, the amount of his shares in the company, information about the changes in the shares.

3. Each transaction on alienation of a share or part of share in the Charter capital of LLC must be notarised. The notary must inform about it the registration authorities within three days after the transaction. Otherwise the transaction is void.

4. The law allows the Statute to make the possibility of entering one of the participants. If the Charter is not provided, the output is impossible. It is not allowed to output a sole participant.
Useful advice
The first edition of the law involving mandatory re-registration LLC, was the most radical: it was given only six months, all who did not, were subject to liquidation. Then the deadline was proposed to extend until January 1, 2010, but in the end decided not to limit, so re-registration of LLC is possible in 2011 and later, but better with her not to delay.
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