Agreement to replace a party to a contract

Attention! From November 25, 2021, an application for changes in information about an LLC must be submitted using a unified form P13014. In a new article, we talked about filling out form P13014 when changing the address.

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.

How to change legal address? Read our step-by-step instructions for changing the address of a legal entity 2021.

The essence of the document

The main objective of the agreement: complete transfer of powers, rights and obligations from one party to the agreement to a third party. Thus, the agreement is a priori tripartite in nature.

In this case, the transferring party is obliged to notify its counterparty of the proposed replacement in advance and obtain written consent to this, which can be drawn up in a separate document or in the form of a resolution in the agreement.

A party can be replaced at any stage of the contract.

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.

What to pay attention to when drawing up an agreement, sample

As of today, there is no single unified form of agreement to replace a party to a contract, so representatives of organizations and enterprises can form it in any form, or, if the enterprise has a developed and approved template for this document, based on its sample.

The main condition is that the structure of the agreement meets certain standards of office work, and the text contains a number of mandatory information:

place, date of document preparation;
full names of the organizations between which the agreement is concluded, as well as the name of the company that remains an unchanged party to the agreement, indicating their constituent data, positions, last names, first names and patronymics of managers or their legal representatives.

The main part of the agreement should include:

a link to the agreement (number, date of conclusion) under which the replacement takes place;
information about the set of rights and obligations that are transferred;
if some of the obligations have already been fulfilled - information about them;
if replacing a party to the contract entails a change in some of its clauses, this must also be noted;
record the voluntary consent of the organization accepting the rights and obligations under the contract, as well as the fact that from now on all responsibility passes to it.

All other clauses of the agreement are left to the drafters of the document and depend on the specific circumstances of a particular case.

Change of location of LLC

Until 2021, the change of legal address took place according to the above scenario, regardless of whether the organization remained in the same locality or moved to another. Nowadays, 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 2021 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.

Are you changing your legal address? Consider changing your current account. Moreover, now many banks offer favorable conditions for opening and maintaining a current account.

Document preparation

Just like the text of the agreement, its execution can be done in free form: it can be printed on a computer or written by hand, on a regular sheet of paper of any convenient format or on the letterhead of one of the companies.

It is only necessary that the document be signed by all parties to the transaction, including a representative of the unchanged party to the contract (in this case, the use of facsimile autographs, i.e. printed in any way, is excluded).

In cases where the regulations of the enterprises participating in the agreement include a requirement to certify papers using seals, the form must be stamped.

The agreement should be made in three copies identical in text and equivalent in law - one for each of the interested parties and must be registered in the logbook of contractual documentation.

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.

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 a 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.