Entering a new participant in an LLC without increasing authorized capital

Making changes to information about a legal entity and its participants is a procedure that is necessary for the heads of most Companies with limited liability. One of the most common changes made to the Unified State Register of Legal Entities is a change in the composition of participants.

THERE IS ONLY ONE WAY TO ADD A NEW MEMBER TO A LLC WITHOUT INCREASING THE AUTHORIZED CAPITAL:

Notarized transaction of purchase and sale or donation of a share in an LLC

This transaction takes place without an increase in the authorized capital, but its significant disadvantage is the high cost, which is 30 000 rub.(paid to the notary), registration period - 1 Week.

Perhaps you are thinking - what to do now?

Such an expensive procedure is A CHEAPER BUT IS THE SAME RELIABLE ALTERNATIVE:

Entering a new participant through an increase in the authorized capital, cost - 5 000 rub., registration period - 1 Week.

Confirmation of payment of contribution to the authorized capital can serve as:

• 1 Receipt of payment of contribution to the authorized capital to the cash desk of the Company;
• 2 bank statement.

Due to economy Money The overwhelming majority of our clients choose the option of entering a participant through an increase in the authorized capital.

There are no other ways to introduce new members to an LLC.

The service of adding a new member to an LLC is carried out " Full construction».

It is not necessary to visit the office of our company to provide the service.

It is enough to send scanned copies of the extract from the Unified State Register of Legal Entities, the Articles of Association and the passport details of the founders of the Company (including the new participant) to email.

It is possible to enter a new participant in LLC WITHOUT visiting IFTS No. 46. Documents will be submitted to the tax office:

• 1 Via EDS;
• 2 by proxy.

Entering a new participant into the Company without increasing the authorized capital

In this section, we will talk about introducing a new member to the LLC. The desire to save money on registration of changes when introducing a new participant forces us to look for ways to introduce a new participant without increasing the authorized capital and without a notary. The possibility of introducing a new participant without increasing the authorized capital exists. The term for registering a change in the composition of the founders is 1 week.

However, without an increase in the authorized capital, it is possible to introduce a new participant only in the case of a notary transaction. This transaction can be a donation agreement, or the sale and purchase of a share in an LLC. The downside of a notarial transaction entering a participant is the cost.

Minimum fee, charged by Moscow notaries for entering a participant without increasing the authorized capital, is 30,000 rubles.

How to introduce a new member to an LLC without a notary

For the purposes of saving money, there is a way to introduce a new participant into an LLC by contributing a share to the authorized capital of the Company.

The cost of making changes is significantly reduced:

Price legal services for a change in the composition of participants, an increase in the authorized capital and a change in the shares of the former founders - 5 000 rubles.

Additionally paid:

• 1 State fee for registration of amendments to the Articles of Association (the size of the authorized capital is changed) - 800 rubles.
• 2 1 300 rubles - the cost of notary services for notarization of the applicant's signature.

The deadline for introducing a new participant into an LLC without a notary transaction is - 7 days.

One of the most common changes made to the Unified State Register of Legal Entities is a change in the composition of LLC participants - the introduction of new ones and the exit of old ones. Entering a new participant can be with an increase in the authorized capital and without changing it.

For 2019, there is only one way to introduce a new member to an LLC without increasing the authorized capital. This is a notarized transaction for the sale or donation of a share in an LLC.

The cost of notarization of such a transaction is about 30 thousand rubles, the deadline is one week.

But there is an alternative! You can enter a new participant with an increase in the authorized capital. Moreover, its minimum threshold is not regulated by law. You can increase capital even by 100 rubles.

In the latter case, the cost of introducing a new LLC member will be cheaper.

You do not need to understand the intricacies of the law! Contact us and we will take care of making changes to the company in the Unified State Register of Legal Entities!

Step-by-step instructions for introducing a new participant to the founders of an LLC in 2019 with an increase in the authorized capital

Step #1. Preparation of a package of documents

• Application for admission of new members. The future member of the society must write an application addressed to CEO on his admission to the founders of the LLC. In this application, it is necessary to reflect the size of the share in percentage or fractions that the new participant wants to have, as well as the amount that he will contribute to the authorized capital of the company by depositing it to the company's cash desk or to the organization's current account.
• Extraordinary Protocol general meeting participants or a decision to increase the authorized capital. Simultaneously with the introduction of a new participant by increasing the Criminal Code, it is possible to change or add types of activities, change the general director and change the legal address, so all upcoming changes must be reflected in the agenda of the protocol or decision. Please note that since 2016, the protocol and decision when increasing the authorized capital is subject to mandatory notarization.
• Develop a new version of the charter (2 copies) or form a list of amendments to the current charter, 2 copies will also be required. AT new edition or the list of changes will reflect the new amount of the authorized capital, as well as all your changes that you decide to make. It is more difficult to develop a new version of the charter than to draw up a list of changes, but in the long term, the charter is easier to use than a list of changes.
• Prepare and fill out an application in the form No. Р13001. In the application, we fill in the required sheets according to the planned changes.
• Prepare a document certifying the payment of the share of the authorized capital of the new founder. To pay for the UK, a bank certificate on payment of the UK is suitable, or a receipt and cash order for entering the UK into the cash desk of the company signed by the chief accountant and cashier. Within 3 working days after the payment of the Criminal Code, it is necessary to certify the documents with a notary and submit for registration to the tax office.
• Receipt of payment of the state fee for registration of changes. The state fee for registration of amendments to constituent documents is 800 rubles. You can pay through a branch of Sberbank, or at the tax office when submitting documents at the terminal, which will be faster and more convenient.

Step #2. Certification of documents by a notary

Registration will require mandatory certification of documents by a notary, the presence of all members of the company is required, the applicant is always the current general director of the company.

For a notary, you will need to obtain an up-to-date extract from the Unified State Register of Legal Entities, not older than 10-15 days. Prepare all the above documents, as well as take a complete set of constituent documents (certificates state registration, registration, current charter, protocol or decision on the appointment of the general director, etc.)

Step #3. Submission of documents to the tax office

After the notary certifies the documents, they must be submitted for registration to the tax office. In Moscow, the role of the registering tax inspectorate is performed by Inspectorate No. 46, which is located at the address: Moscow, Pokhodny proezd, household 3, building 2 (Tushino district).

If you have not paid the state duty in advance, you will need to pay it at the terminal, then get a ticket in the electronic queue and submit the prepared documents for registration of changes. Self-submission of documents is not a fast process, be prepared to spend at least two to five hours in line.

To register changes, you must provide the following package of documents:

• application for admission of new members;
• minutes of the extraordinary general meeting of participants, as well as a copy of the notary certificate, if the company has 1 participant, then the decision to increase the authorized capital is certified by a notary;
• a new version of the charter (2 copies) or a list of amendments to the current charter (2 copies);
• application in form No. P13001, certified by a notary;
• a certificate from a bank or a cash receipt certifying the payment of a share of the authorized capital of the new founder;
• receipt of payment of state duty.

After submitting the documents for registration, you will be issued a receipt for the receipt of documents, which will indicate the date of receipt of the finished registration documents.

Step number 4. Receipt of finished documents

On the sixth working day from the date of submission of documents, it is necessary to appear at the tax office with a receipt and receive ready-made documents.

• record sheet of the Unified State Register of Legal Entities;
• a new version of the charter (1 copy) certified and marked by the registering authority.

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Adding a new member to an LLC

The current legislation allows a change in the composition of the founders in the course of the activities of the LLC. This means that the list of company members can be reduced as well. and expand by introducing new participants. A new member of an LLC can be one or several legal entities or individuals.

The decision to increase the authorized capital at the expense of the contribution of a new participant and the act of transferring property to the authorized capital of the LLC

Sample decision on increasing the authorized capital of a limited liability company at the expense of the property contribution of a new participant and on accepting a new participant.

If there are two or more participants in the company at the time of entry of a new participant, then instead of a decision, a protocol is drawn up with the same agenda items.

If you have any difficulties, then our agency can provide you with services such as registering an LLC in Ryazan. amending the charter, holding consultations on the procedure for holding a general meeting and on other issues of corporate law.

SOLUTION #__

sole member

limited liability company "_________"

on the admission of a new participant and on the increase in the authorized capital

____________ ___ __________ 20___

I, Ivanov Ivan Ivanovich (passport ____________________, registered at the address: __________________________________), being the only member of the limited liability company "_______________", decided:

1. On the basis of the submitted application, introduce Petrov Petr Petrovich into the list of participants in LLC "_______________" and increase the authorized capital of the company from 10,000 rubles to 15,000 rubles at the expense of the property contribution of Petrov P.P. as:

- ____________________________ (indicate what exactly, and for what amount is paid).

2. Establish that the value of the property contribution of the new participant is equal to the value determined by an independent expert assessment and Determine that the value of the property contribution of the new participant in the company to the authorized capital is 5,000 rubles *.

His contribution to the authorized capital of LLC "______________" Petrov P.P. must pay immediately after the adoption of this decision on the relevant act of acceptance and transfer.

3. Shares of the company's participants in authorized capital will be distributed as follows:

Ivanov I.I. - the size of the share 1015 of the authorized capital with a nominal value of 10,000 rubles

Petrov P.P. - the amount of share 515 of the authorized capital with a nominal value of 5,000 rubles.

4. In connection with the entry of a new participant into the company and an increase in the authorized capital, make the following changes to the company's charter and the Unified State Register of Legal Entities

Ivanov I.I.

* the thing is that since the fall of 2014, each property contribution to the authorized capital is subject to peer review regardless of the value of such a contribution (before that independent evaluation required only for deposits exceeding 200 minimum wages).

Approximate form of the act of acceptance - transfer of property to the authorized capital of a limited liability company with an increase in the authorized capital due to the contribution of a participant admitted to the company

on the transfer of property to the authorized capital

OOO "______________________"

_____________ "___" _________ 20___

Compiled by a commission consisting of: Ivanov I.I. – Director of ______________ LLC, Petrov P.P. - Member of ______________ LLC, Sidorova S.S. - accountant of LLC "_______________"

Based on this act Petrov P.P. becoming a member of the limited liability company "______________" transfers as its contribution to the authorized capital of the company

- ______________________ (indicate the composition and value of the property transferred to the authorized capital), and the director of LLC "_______________" Ivanov Ivan Ivanovich accepts it

The host

LLC director

"_______________" ____________ Ivanov I.I.

LLC accountant

"_______________" _____________ Sidorova S.S.

Adding a new member to an LLC

question to a lawyer

In fact, the law does not provide for the filing of such a decision in tax authority. A decision to accept a new participant is enough, and in fact such a decision is a duplication. However, similar solutions exist (see below). Filled in free form.

Solution #___

Sole Member

Limited liability companies

"Name"

Moscow “___” __________________ 2011

Based on the Constitution of the Russian Federation, Civil Code of the Russian Federation, the Federal Law of the Russian Federation No.-14-FZ “On Limited Liability Companies” dated February 8, 1998, the current legislation of the Russian Federation and the Charter of the Company, I, the Sole Participant Surname First Name Patronymic - passport 00 00 000000, Subdivision Code 000-000, issued specify by whom issued, 00.00.0000, registered at the address: 000000, RUSSIA, Moscow, street, avenue, passage, etc. house 00, bldg. 00, apt. 00 decided:

1. Approve the results of making an additional contribution by the Sole Participant to the Authorized Capital of the Limited Liability Company “Name” and amend the Constituent Documents of the Company, namely:

To approve the increase in the authorized capital of the Limited Liability Company “Name” up to 300,000 (Three hundred thousand) rubles due to the additional contribution of the Sole Member of the Company in cash. The total cost of the additional deposit amounted to 290,000 (two hundred and ninety thousand) rubles.

Thus:

Additional contribution of the Sole Member of the Company Last Name First Name Patronymic amounted to 290,000 (two hundred and ninety thousand) rubles, paid in cash.

The size and nominal value of the share of the Sole Participant after the increase in the Authorized Capital is:

Surname First name Patronymic - 1 share with a nominal value of 300,000 (Three hundred thousand) rubles, which is 100% of the authorized capital of the Company.

2. Approve the Articles of Association in a new edition that meets the requirements of the Federal Law of the Russian Federation “On Limited Liability Companies”.

3. Confirm the authority of the General Director of the Company Surname First name Patronymic - passport 00 00 000000, subdivision code 000-000, issued indicate by whom issued, 00.00.0000, registered at: 000000, RUSSIA, Moscow, street, avenue, passage and etc. house 00, bldg. 00, apt. 00.

4. Apply to the Interdistrict Inspectorate of the Federal Tax Service of Russia No. 46 for Moscow for the purpose of state registration of changes in the Constituent Documents of the Name Limited Liability Company.

sole member and

CEO

Name LLC

Full Name _____________________________

Subject: Adding a new member to LLC

Adding a new member to an LLC

Good afternoon!

I really ask you for help, because I’m already confused, I read a lot of information on the Internet, but it still doesn’t work out. Perhaps somewhere this topic was discussed, I will be grateful for the link.

There is an LLC with a single participant, the UK is equal to 10,000 rubles. I want to introduce another participant by increasing the UK with a cash contribution, the size of the share in the UK will be 80% for the new founder, and 20% for the old one.

1. A new participant writes an application addressed to the director of the organization, indicating that the cash contribution will be 10,000 rubles. that the contribution will be made to the account of the organization within 6 months, after the decision of the founder to introduce a new participant, and expresses a desire to have a share of 80% with a nominal value of 16,000 rubles. (question: is it possible to express such a desire for a share? given that the new participant contributes only 10,000).

2. The sole participant holds a meeting and decides to introduce a new participant, increase the UK to 20,000 and indicate the shares and face value. ( old member 20% - 4000, new member - 80% 16000).

3. We go to the notary: TIN, PSRN, Charter, extract from the Unified State Register of Legal Entities, list of participants, all the decisions that the company had, the decision to enter a new participant with the distribution of shares and an increase in the Criminal Code. Filling out form 14001 title pages, sheets G, T. Form 13001 (information on the increase in the Criminal Code) + either a new charter or amendments to the charter. Do I need to pay any state fees?

4. Then we go to the tax office and give at the same time f. 14001, f.13001. Do you only need to submit forms? Or even changes to the charter, decisions, statements of a new participant?

Introducing one new founder to the LLC

Good afternoon,

You need legal advice in the following situations:

there is an LLC, the number of founders is 3 people, one of them is the general director. It is necessary to introduce a new founder, and then withdraw two other co-founders, one of which is the CEO. And, accordingly, the next point is to appoint the new co-founder introduced as the CEO. Please tell me the detailed sequence of all actions, required documents, including documents that require / do not require notarization, as well as the provision of which documents to the pension and tax authorities and in what sequence.

Hello Marina.

You can add a member to an LLC in 2 cases:

In the first case, one of the participants sells a part of his share to a third party, and thus a new participant is introduced.

1. Application Form P13001

2. New version of the charter (or amendments to the charter)

3. Protocol / decision on the introduction of a new participant and an increase in the capital

4. Receipt of payment of state duty.

The authorized capital is the assets of the organization in cash and property form, which the founders contribute after the registration of the LLC. The minimum amount of the authorized capital of an LLC in the general case is 10,000 rubles. At the stage of creating a company, the founders are often limited to this amount, but later it may be necessary to increase the authorized capital of the LLC.

If this need is dictated by the fact that money is required for business development, you can avoid making changes to the Unified State Register of Legal Entities by issuing a loan to LLC. We discussed this option in more detail in the article about.

An increase in the authorized capital will be required in the following situations:

• the company includes a participant who contributes to the authorized capital;
• the organization changes the direction of activity to one for which the authorized capital is provided;
• the charter is brought into line with Federal Law No. 312 dated December 31, 2008 (for those organizations whose authorized capital at the time of establishment was less than 10,000 rubles);
• a member of the company wants to increase the size of his share in the UK;
• an increase in the authorized capital is a requirement of potential investors or creditors of the company, because it guarantees their interests.

It is possible to increase the authorized capital of an LLC at the expense of the property of the company itself, i.e. accumulated net assets, or additional contributions from participants and third parties. In this article, we will consider in detail the procedure for increasing the authorized capital in an LLC.

Please note: an increase in the authorized capital of an LLC is allowed only on the condition that the contributions declared during the formation of the company were fully made by the current participants.

Increase in the authorized capital at the expense of a new participant

First of all, you need to make sure that the charter of the LLC does not contain a ban on increasing the authorized capital at the expense of contributions from third parties. If there is no such prohibition, then the first step that the new participant must take is to write a free-form application addressed to the general director of the LLC with a request to accept him into the company. In the application, in addition to the usual identification data of a natural or legal entity, the amount of the contribution, the procedure and term for its payment, the desired share in the authorized capital are indicated.

After receiving an application from a potential participant in an LLC, a meeting of participants is convened, the agenda of which should include the following issues:

• acceptance of a new participant in the LLC and an increase in the authorized capital at the expense of his contribution;
• the size and nominal value of the share of the new participant;
• change in the size of shares of LLC participants;
• a new version of the charter of the LLC in connection with the increase in the authorized capital.

In the minutes of the general meeting, the first three issues require the unanimous opinion of the participants, and two-thirds of the votes are sufficient for the adoption of a new version of the charter, unless a higher threshold is specified in the charter. The sole participant formalizes the entry of a new participant and an increase in the authorized capital by his decision.

A new participant must make a contribution to the authorized capital within the period specified in the application, but no later than six months after the adoption of the relevant decision of the general meeting or the sole participant.

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Increase in the authorized capital at the expense of the property of the LLC

The source of the increase in the authorized capital in this case is the property of the organization itself. In this case, there is no redistribution of the participants' shares, but their nominal value increases. Of course, in this case, the authorized capital cannot be increased by an amount greater than the value of the property of the LLC, namely the value of its net assets plus the reserve fund. Under the net assets understand the book value of the LLC's property, reduced by the amount of its liabilities.

To make a decision to increase the capital at the expense of the property of the company, two-thirds of the votes of the participants are sufficient, unless the charter provides for a larger number. Such a decision can only be made on the basis of the financial statements for the previous year.

Step-by-step instructions for increasing the authorized capital of an LLC in 2019

So, we found out how and in what cases the authorized capital of the company can be increased, now we will figure out exactly how the registration procedure takes place, and what the participants and the head of the LLC should do.

Step 1. Make a decision of the general meeting or the sole participant to increase the authorized capital, change the charter and the entry of a new participant (if the increase is due to the contribution of a third party). If the UK is increased due to additional contributions from all participants, then one more decision will be required - on the approval of the results of the contribution to the authorized capital.

Step 2 Prepare a new version of the charter or an amendment to it, which will reflect the new size of the authorized capital.

Step. 3 Pay the state duty for amending the charter (800 rubles).

Step 4 Prepare documents confirming the entry additional contribution or the contribution of a new participant: an incoming cash order, a receipt, a payment order. When increasing the Criminal Code with property, it is also necessary to obtain its assessment by an independent appraiser and draw up an act of accepting property on the balance sheet of the company.

Step 5 Within a month after making contributions to the Criminal Code, documents must be submitted to the Federal Tax Service Inspectorate for registration of an increase in the authorized capital and a change in the charter:

• a notarized application in the form;
• the minutes of the general meeting of participants or the decision of the sole participant, certified by a notary;
• a new version of the charter or a separate document on amendments to the charter (two copies);
• receipt of payment of state duty;
• documents confirming the contribution to the authorized capital.

Step 6 After 5 working days, apply again to the tax office for a record sheet in the Unified State Register of Legal Entities and a copy of the new charter (changes to the charter), certified by the tax inspectorate.

You will need

• - minutes of the general meeting of shareholders;
• - applications for unified forms 13001 and 14001;
• - a payment document confirming that the share has been paid in full;
• - a new Charter or amendments to it, drawn up in a separate document.

Instruction

Gather a general meeting of founders. Record all decisions made on it in the minutes. It should reflect the results of voting on the issue of increasing the authorized capital of the LLC at the expense of the contribution of a third party. The amount of the assessment given to the contributed property must be unanimously approved at the meeting by all the founders. After the decision on this and on the increase in the authorized capital is made, redistribute the shares of all the founders in it.

It is necessary to register all changes in the composition of the founders and statutory documents. To do this, contact the tax office at the place of registration of the LLC. Fill out applications on unified forms 13001 and 14001, attach to them the minutes of the general meeting of founders, the new Charter or amendments to it, drawn up in a separate document. In the package of documents, be sure to attach confirmation that the new participant has paid the share contributed to the authorized capital in full. Within 5 working days, you should be issued a certificate stating that all changes are registered and made to State Register.

Sources:

• Federal Law "On Limited Liability Companies"
• how to change founders in ooo
• We make out financial assistance founder of the company

Many organizations are increasingly resorting to this procedure, since it is much easier to re-register an LLC than to completely liquidate it. Re-registration lasts only 7-15 days, unlike the classic method of liquidating an LLC, in which you will need to provide a huge amount of documents to the tax office and spend about 60,000 rubles.

You will need

• Charter and memorandum of association of LLC; Protocol,
• contract and deed of sale; deal notice.

Instruction

First, the former members of the LLC must sign the following:
- Protocol with a decision on the share of participation (be sure to indicate to whom);
- and the act of purchase and sale of equity participation,
- notification of this transaction (in 3 copies: 1 - to the former participants of the LLC, 1 - to the future, 1 - to the registering body of the Federal Tax Service).

Further, the future participants of the LLC must appoint a new General and Chief Accountant. After that, it is necessary to edit and approve the new Charter and the memorandum of association of the organization (if the re-registration took place for more than 2 participants). Notify the registration authority. Legally, the old firm ceases to exist and on its basis a new organization, possibly with another legal address and name.

note

New participants in an LLC must register with the tax service changes in founding documents organizations so that the former participants do not claim the sold shares.

Helpful advice

It is especially important for opening companies to know how to re-register an LLC if the business “does not work”. For "zero" LLC - this is the easiest and cheap way closing.

A change of leadership in an organization is not uncommon. This procedure is not much different from the usual hiring of a new employee, but has several of its own characteristics. To properly change the head, you need to competently and timely complete all the documents.

You will need

• - letter of resignation of the previous head;
• - application for employment from a new candidate;
• - decision of the general meeting;
• - notification of state bodies about the change of the head.

Instruction

Sooner or later, any organization faces a change in leadership. This procedure is not as complicated as it might seem at first glance. All that is required from the personnel department is the precise implementation of certain steps for the timely preparation of the necessary documents. First of all, a statement is required from the current manager. At the same time, the candidate for this position writes an application for admission. Since the decision on the head is in the competence of management or the board of directors, applications should be addressed to them.

Next, an extraordinary meeting of the Board of Directors (Department, etc.) is appointed, at which a decision is made on the advisability of terminating employment contract with the current head and the appointment of another person to his position. Wherein professional requirements to the candidacy of the head can be established by the internal regulatory legal acts of the organization. On the basis of the minutes of the general meeting, an order is issued to dismiss the former head. After that, an employment contract is concluded with the newly appointed head. Further, according to the act of acceptance and transfer, the official transfer of documents, cases and material assets new leader.

On his first working day, the newly elected leader issues a decree on taking office. After that, the organization must deadlines notify government bodies(servicing bank, tax service, Pension Insurance Fund, etc.) on the change of the head. In addition, upon request, it is necessary to provide a new card with samples of his personal signature and seal.

Related videos

note

Applications for dismissal and employment must be addressed to the owner of the company or the Board of Directors.

Helpful advice

It is better not to change the head during a high workload - for example, during the period of submission of mandatory financial statements.

Sources:

• how to change director

Advice 4: What documents are needed to change the founder of an LLC

In any LLC, the founder can be only one owner, or a single participant. Sometimes it becomes necessary to change it. The only participant has the right to change the founder, thereby leaving the community. Let's figure out how to change sole founder and what documents are required for this.

For this, the following documents will be required:

• application of the founder on the sale, or transfer of the share of the LLC, in writing;
• drawing up a new version of constituent documents;
• receipt of payment of state duty;
• a document on the change in the authorized capital in the form according to which the shares of the LLC are distributed among the participants;
• statement of the future founder on his entry into the LLC;
• document on making a contribution to the authorized capital.

All documents must be certified by a notary and registered with the tax office.

2. Subsequently, the founder transfers all responsibilities to the new participant. If the founder held the position of CEO, this position also changes.

Documents required to change the founder:

• statement of the founder on the withdrawal from the LLC, certified in the presence of a notary;
• an application for registration of changes in the form P14001, which will indicate the data of the new founder, the nominal value of the capital and the size of its parts, as well as all the data of the former founder, the ratio of shares and the cost of capital;
• statement of the new founder about the withdrawal from the old society. This paper should contain a clause on the payment of the real value of the share to the former founder and approval of the new distribution of shares.

All documents must be signed by the new founder and notarized. After all the data is registered and submitted to the tax authority, the document comes into force. As a rule, this happens within 5 days. It is worth remembering that for late submission of data you face a fine of 5000 rubles.