A Russian legal entity normally acts under its charter. The exact constitutive document and the documents required for registration depend on the legal form and the particular corporate situation. An individual entrepreneur is not a legal entity, so a charter is not part of the usual registration framework for an individual entrepreneur.
What constitutive documents do
Constitutive documents set the basic legal framework of an organisation: its name, legal form, location, and the procedure for governing its activities. The Civil Code also requires any additional information prescribed for the relevant type of legal entity.
For most legal entities, the principal constitutive document is a charter approved by the founders or participants. A business partnership acts under a founding agreement. Internal policies or a corporate agreement can regulate particular relationships, but they do not automatically replace a constitutive document.
Charter, founding agreement and internal documents
| Document | General role |
|---|---|
| Charter | The principal constitutive document for most legal entities; it records the framework required by law for the relevant form. |
| Founding agreement | The constitutive document of a business partnership under the Civil Code. |
| Internal documents or corporate agreement | May regulate internal or corporate relations, but their status and effect differ from a charter. |
When amendments need registration
Before changing a charter, identify whether the change concerns the constitutive document, information recorded in the Unified State Register of Legal Entities, or both. The Civil Code provides that amendments to constitutive documents generally take effect for third parties from state registration, or from notification to the registration authority where the law so provides.
The Federal Tax Service offers online services that help prepare and submit a registration package. The required forms and supporting documents vary by legal form, reason for the change, and method of filing. A document set should therefore be checked against the current requirements before filing.
A practical review before filing
- Identify the legal form and the current version of the charter or founding agreement.
- Define the proposed change and check whether it affects EGRUL data.
- Confirm the corporate approval procedure required by law and the constitutive documents.
- Prepare the current registration package through the Federal Tax Service service or another permitted filing method.
- Keep the corporate decisions and filed documents together with the registration result.
Official sources
- Civil Code of the Russian Federation, Article 52
- Federal Tax Service: registration of legal entities and individual entrepreneurs
- Federal Tax Service online business registration service
Request an initial consultation if you need a document review before a corporate registration or amendment filing.