The basis on which companies operate are the constituent documents legal entity. General standards laws are described in detail and specified in them. The article examines in detail what these documents are, their content and the process of adoption and amendment.

general characteristics

Different legal entities have their own package of constituent documents. For example, LLCs, unions and associations operate on the basis of a charter and constituent agreement. For business partnerships, only a constituent agreement is required. The rest of the legal entities need a single agreement to carry out their activities: the charter.

The primary importance of documents shows how important they should be treated during registration. A legal entity is created after registration, which, in turn, implies the procedure for the registration body to adopt constituent documents.

Concept

Thus, the above-mentioned papers are the basis according to which the organization is registered and further functions.

The types of constituent documents of a legal entity are as follows:

1. Charter
2. Memorandum of association.
3. General provisions on such organizations.

Functions

Such documents are assigned the following functions:

• representative;
• internal.

The first implies bringing information about the characteristics of a particular company to the public, about its name, structure, location and everything that matters. This information, for example, is very important for those who enter into transactions with the organization.

The internal function is to regulate relations between the founders of the legal entity. persons, profit issues and so on.

Types of constituent documents for different organizations

Limited partnerships and general partnerships operate with just one memorandum of association.

Both the charter and the memorandum of association are necessary for the activities of additional and limited liability companies, as well as associations of legal entities.

The charter is the only necessary document for JSC, LLC and additional liability company (if they are created by one person), municipal and state unitary enterprises, consumer and production cooperatives, foundations, public associations, as well as non-profit partnerships, organizations and institutions.

At the same time, a number of these organizations in some cases draw up other constituent documents of a legal entity. For example, an NPO can also enter into a constituent agreement. At the same time, in cases established by law, these organizations can act on the basis of regulations. But for commercial structures such an assumption is not provided.

All constituent documents of a legal entity are drawn up in writing. They do not require notarized approval. Documents must contain at least all information that is necessary for the functioning of this type of organization, namely:

• Name;
• finding;
• management form and other information required by law.

For each type of company, the Civil Code contains specific information that the constituent documents of the legal entity must reflect.

Thus, for organizations with special legal capacity it is necessary to include data on the subject and purpose of the activity. Commercial companies may provide this information, but are not required to do so.

Note that the subject is specific types of activities that an organization can carry out. The goal at the same time means achieving a result - commercial or non-commercial.

In addition to the information that documents must contain, they may contain various provisions that do not conflict with the law. These requirements are called optional.

Conditions for making changes

From the point of view of internal content, there may be the following changes that are made to the constituent documents of a legal entity:

• charter - a statement that changes the legal status and regulates the relationship between participants and the organization itself;
• a constituent agreement is an obligation that regulates the relations between the founders in the course of the organization’s activities.

All transformations must undergo a registration procedure. In this case, the necessary papers, as well as the application, are submitted to the appropriate registration authority. This condition must be observed by all organizations when making changes to the constituent documents of a legal entity, no matter what they are provided for by law.

For this purpose, the following are submitted to the registration authority:

• statement;
• decision on changes;
• the changes themselves.

Registration of transformations will be carried out if the documents reflect the following information:

• Name of the organization;
• its shape;
• information about participants or founders;
• finding;
• for joint stock companies - information about register holders;
• changes in the amount of authorized capital;
• succession;
• change of the general director or his passport data;
• information about branches;
• any other changes.

Features of the procedure

Changes will be recorded within 5 working days. In this case, the registration authority informs about the entry not late established by law for this procedure.

A change in the constituent documents of a legal entity for third parties comes into force from the moment they are notified about it.

Refusal to register may occur when not all Required documents, or if they are drawn up in inappropriate form. For example, originals must be submitted. If copies of the constituent documents of a legal entity are presented, they must be notarized.

Memorandum of association

The founding agreement is a transaction of a consensual, multilateral and compensated nature, which is made by the founders and regulates the relations of the participants, as well as the functioning of the organization.

The document is concluded between the founders, where the will of all is expressed. The paper is signed by each of the participants, in connection with which they receive certain rights and obligations.

Regardless of the form of organization, the memorandum of association must be drawn up in accordance with the following mandatory conditions:

• it must contain information about the composition of the founders;
• about the form of organization;
• how the activity will be carried out;
• on the transfer by founders of contributions to the organization’s property;
• about the share of each founder;
• about their participation in the functioning of the organization;
• on the procedure for managing and leaving the legal entity.

For different organizations, more conditions of a significant nature may be provided. For example, for a general partnership it is necessary to provide information on the composition and size of the share capital, as well as on the liability of the partners for violation of duties. In a limited partnership there must be a condition regarding the amount of the partner’s contributions. For an LLC, information is reflected on the competence and composition of the management body, as well as on the procedure for making decisions.

Charter

For almost all organizations, a charter is necessary. Without it, it is impossible to create a legal entity. Constituent documents may also include the need for a memorandum of association. Companies with other organizational and legal forms carry out their activities exclusively in accordance with the charter. Usually the document is approved at the constituent or general meeting. With its entry into force, the organization is considered open and can carry out its activities.

According to legal scholars, the charter is a regulatory legal act of a corporate nature, which contains relevant norms. It is also considered as a normative act of a local nature, which determines the position of a legal entity and regulates relations between participants.

In order to determine the essence of the charter, it is necessary to consider which entities are its founders and how it was approved. Thus, if a legal entity is established by a public law entity, and its charter is approved by the competent authority state power of the Russian Federation, its subject or compulsory medical insurance, then the charter can be considered a by-law.

Essential conditions

Thus, the charter is a transaction signed by the founders or one of them, reflecting its terms.

Essential conditions can be qualified in the following order:

• prescribed, which the legislator obliges to include;
• imperative-defined, that is, necessary for execution;
• dispositively determined, that is, those that can be changed by the founders;
• initiative, meaning such conditions, the inclusion of which depends entirely on the will of the founders.

Procedure for adoption of the charter

Both the entire list of constituent documents of a legal entity and the charter itself must be in accordance with the law. The normative nature of the document is fully revealed because it contains a lot of imperatively defined conditions. In addition, as a transaction, the charter is similar to an accession agreement, since new participants who join a particular legal entity join the existing charter.

Unlike the constituent agreement discussed above, it is not concluded, but approved. Not all founders must sign the document, but only authorized persons. The charter comes into force when the registration of constituent documents of legal entities is completed.

According to some legal scholars, in developed countries the importance of the document invariably declines, since many aspects, even without it, are regulated by legal acts, and not by the rules that are formulated in it.

General position

This legal act indicates the status, activities and responsibilities of a legal entity. The regulation on the organization is necessary for the functioning of NPOs at the municipal and state levels, which operate at the expense of budgetary funds. This procedure is regulated by Article 52 of the Civil Code. Branches of organizations, representative offices and departments also operate on this basis.

Such constituent documents of a legal entity are the following types regulations on organizations:

• typical;
• approximate;
• individual.

Standard and exemplary ones are developed by organizations that are engaged in similar types of activities. Based on them, they are compiled individual documents. They come into force after they are approved by a higher organization. There are no mandatory requirements for this type of document. But it may include the following chapters:

• “General” (name, goals, subordination, seals, and so on).
• “Tasks and functions” (main goals of activity and types of work for their implementation).
• "Rights and obligations".
• "Control".
• "Relationship".
• “Control and audit” (bodies carrying out these actions, frequency and procedure).
• "Liquidation".

Conclusion

In conclusion, we can say that a legal entity is artificially created for some purposes that are achieved in the manner prescribed by law. The entire list (constituent documents of a legal entity) of securities must be registered in a certain order. Carrying out their external function, they convey to everyone information about the features of a particular organization, and thanks to the internal function, relationships develop between the founders that characterize their participation in the activity, as well as the distribution of profits and other issues.

CONSTITUTIONAL DOCUMENTS OF A LEGAL ENTITY

legal documents, which, along with legislation, are the legal basis for the activities of legal entities and their participation in civil circulation. U.d.u.l. - a necessary prerequisite for their occurrence.

As U.d.u.l. may be a charter, a constituent agreement, and in cases provided for by law, a general regulation on organizations of this type (only for non-profit organizations).

Composition of constituent documents for different types legal entities are different. Clause 1 of Art. 52 of the Civil Code of the Russian Federation distinguishes in this regard three categories of such persons acting on the basis of: a) charter (chartered legal entities); b) the constituent agreement and charter (contractual-statutory legal entities); c) only the constituent agreement (contractual legal entities). Statutory legal entities: joint-stock companies, production and consumer cooperatives, state and municipal unitary enterprises, public and religious organizations (associations), foundations. Contractual and statutory legal entities include limited and additional liability companies, associations and unions. The founders (participants) of non-profit partnerships and autonomous non-profit organizations have the right to conclude a constituent agreement (the charter is mandatory for organizations of this type).

Business partnerships - general partnerships and limited partnerships - operate on the basis of only the constituent agreement.

If a legal entity, in accordance with the norms of the Civil Code of the Russian Federation, is created by one founder, then it acts on the basis of a charter approved by this founder. ,

The charter is approved by the founders (participants). By its legal nature, this is a special local normative act that determines the legal status of a legal entity and regulates the relations between it and its participants. The procedure for approving the charter is determined by law: the charter of a production cooperative is approved by the general meeting of its members (clause 1 of article 108 of the Civil Code of the Russian Federation), the charter of 000 - by all founders (clause 1 of article 89 of the Civil Code of the Russian Federation), the decision to approve the charter of a joint-stock company is made unanimously by the founders ( Article 9 of the Federal Law of the Russian Federation dated December 26, 1995 No. 208-FZ “On Joint-Stock Companies”), the charter of a unitary enterprise based on the right of economic management is approved by the authorized government agency or a local government body (clause 2 of Article 114 of the Civil Code of the Russian Federation), the charter of a federal government enterprise - by the Government of the Russian Federation (clause 2 of Article 115 of the Civil Code of the Russian Federation).

The conditions included in the U.D.L.L. are determined by law. They can be divided into three groups: a) mandatory for all legal entities (provided for by the general mandatory provisions of the Civil Code of the Russian Federation contained in paragraph 2 of Article 52); b) mandatory for organizations of a certain type (provided for by special imperative norms);

c) optional conditions that do not contradict the law, the inclusion of which in the U.D.L.L. depends on the will of the founders.

As generally obligatory conditions U.d.u.l. The legislation specifies “the name of the legal entity, its location, the procedure for managing the activities of the legal entity,” as well as the subject and goals of the activities for those legal entities. who by law have special (statutory) legal capacity (Article 49 of the Civil Code of the Russian Federation). These include non-profit organizations, unitary enterprises and, in cases provided for by law, other commercial organizations. Most commercial organizations with general legal capacity determine the subject and purposes of their activities in the U.L.L. not obliged.

The conditions, the inclusion of which in the constituent documents are required by special norms of the Civil Code of the Russian Federation and the norms of special laws, are very diverse. So. Federal Law of the Russian Federation dated December 26, 1995 No. 208-FZ “On Joint-Stock Companies” obliges to stipulate in the charter of a joint-stock company issues related to shares and the rights of shareholders.

Obligation to include in the U.D.L.L. certain information may depend on the specific situation. For example, representative offices and branches must be indicated in the constituent documents of the legal entity that created them (Part 3, Clause 3, Article 55 of the Civil Code of the Russian Federation), but not every person creates them.

For individual legal LCTS, standard regulations have approved standard charters, for example, a standard charter for a state-owned plant (approved by Decree of the Government of the Russian Federation of August 12, 1994 No. 908). What should be distinguished from standard charters are the general provisions on organizations of this type, on the basis of which non-profit organizations can act in cases provided for by law. In the presence of such a general provision, the development of individual U.D.L.L. not required.

Constituent documents are binding on the legal entity itself and on third parties entering into relations with this entity. Thus, if his counterparty, when making a transaction, knew or should have known that the powers of a person or body of this legal entity are limited by its constituent documents, but this person or body went beyond these restrictions, the transaction may be declared invalid by the court (Art. 174GKRF). Changes in U.d.l.l. are entered in compliance with the procedure provided for by law and the U.D.L. themselves, and are subject to state registration. In some cases, the law establishes a notification procedure: for example, messages about changes in the charter of a joint-stock company related to changes in information about its branches and representative offices are submitted to the state registration authority in a notification procedure. For third parties, changes become effective from the moment of state registration or notification of them. Clause 3 of Art. 52 of the Civil Code of the Russian Federation, however, provides that legal entities and their founders do not have the right to refer to the lack of registration of such changes in relations with third parties who acted in accordance with these changes. This rule is aimed at protecting the interests of third parties (see also

The constituent documents of an enterprise are a set of documents in the form established by law, according to which the enterprise arises and acts as a subject of law. From the point of view of legal nature, constituent documents are local regulations, i.e. acts that acquire legal force due to their approval by one or more founders of the enterprise.

Constituent documents must contain obligations and information about the enterprise, without which they are considered to be such that they do not meet the requirements of the law. This is the data:

Name (plant, factory, workshop, etc.) and type of enterprise;

Indication of the owner (composition of founders, participants) and location of the enterprise;

The subject and entire activities of the enterprise;

Legal status of the enterprise. These are articles about the legal entity of an enterprise, about its property, about an independent balance sheet, current, currency and other bank accounts, about a brand name and sign for goods and services, about a seal with the name of the enterprise. If an enterprise has the right to issue securities, then this right also relates to the legal status of the enterprise;

On the composition of the enterprise's property: list of funds (fixed, current, other property, authorized capital, reserve fund, insurance fund, other funds);

The procedure for the formation of property; the procedure for distributing profits and covering expenses; - procedure for issuing shares (relative to a joint stock company). If the enterprise is not the owner of the property, an article is included stating that the property is assigned to it with the right of full economic management, operational management or lease;

On the list of management bodies of the enterprise, the procedure for their formation, competence;

About control bodies - supervisory board, audit commission(auditor);

On the procedure for terminating the activities of an enterprise: grounds;

The body that makes the decision to terminate; the procedure for the creation and operation of the liquidation commission; terms of settlements with the budget and creditors; distribution of property that remains.

In the constituent documents of business companies, separate articles determine the procedure for making changes to the charter (by a higher body, by decision of 3/4 of the votes of shareholders who take part in the meeting, or unanimously).

This provision is related to the peculiarities of the enterprise’s activities:

O labor relations based on membership (collective enterprises, cooperatives), on the enterprise council (the procedure for its creation, composition, competence), on other bodies that exercise authority labor collective(works council, trade union committee).

To register a legal entity, the founders submit either the originals of the constituent documents or their notarized copies. A legal entity acts on the basis of a charter, or a constituent agreement and charter, or only a constituent agreement. In cases provided for by law, a legal entity that is not a commercial organization may act on the basis of the general regulations on organizations of this type.

The constituent agreement of a legal entity is concluded, and the charter is approved by its founders (participants). A legal entity created in accordance with this Code by one founder acts on the basis of a charter approved by this founder.

The constituent documents of a legal entity must define the name of the legal entity, its location, the procedure for managing the activities of the legal entity, and also contain other information provided by law for legal entities of the corresponding type. The constituent documents of non-profit organizations and unitary enterprises, and in cases provided for by law and other commercial organizations, must define the subject and goals of the activities of a legal entity. The subject and certain goals of the activities of a commercial organization may be provided for by the constituent documents even in cases where this is not mandatory by law.

It is also possible to include in the constituent documents the subject and purpose of the activities of a legal entity in cases where this is not mandatory by law. In this case, the founders voluntarily change the general legal capacity of the legal entity to special legal capacity.

In the constituent agreement, the founders undertake to create a legal entity, determine the procedure for joint activities for its creation, the conditions for transferring their property to it and participation in its activities. The agreement also determines the conditions and procedure for distributing profits and losses between participants, managing the activities of a legal entity, and the withdrawal of founders (participants) from its composition.

The constituent documents stipulate legal status of a legal entity, defining the rights and obligations of its founders (participants) to the legal entity itself (internal relations), as well as expressing its legal capacity in relation to third parties (external relations).

The list of mandatory requirements included in the constituent documents of legal entities is supplemented by provisions provided for by laws for legal entities of the corresponding type. So, according to paragraph 3 of Art. 98 of the Civil Code, the charter of a joint-stock company, among such provisions, must include conditions on the categories of shares issued by the company, their nominal value and quantity; on the size of the authorized capital of the company; on the rights of shareholders; on the composition and competence of the company’s management bodies and the procedure for their decision-making, including on issues on which decisions are made unanimously or by a qualified majority of votes, and other conditions provided for by the Law on Joint-Stock Companies.

In addition to the above two types of provisions reflected in the constituent documents of legal entities by force of law, founders (participants) have the right to include relevant provisions in the constituent documents of legal entities at their own discretion, provided they do not contradict the law.

As the constituent documents of a legal entity, paragraph 1 of the commented article provides for a charter, or a constituent agreement and charter, or only a constituent agreement. Non-profit organizations in cases specified in the law (for example, primary trade union organizations - see Articles 3, 8 of the Law on Trade Unions) can act on the basis of general provisions on organizations of the corresponding type. It is also possible to create and operate a legal entity on the basis of an individual constituent document approved by an authorized body of state or municipal government. Finally, in accordance with Art. 7.1 of the Law on Non-Profit Organizations, when creating a state corporation established by virtue of federal law, the constituent documents provided for in the commented article are not required at all.

On the basis of the charter, joint-stock companies (Article 98 of the Civil Code), limited and additional liability companies created by one person (Articles 89, 95 of the Civil Code), state and municipal unitary enterprises (Article 113 of the Civil Code), production and consumer cooperatives (Article 108, 116 Civil Code), funds (Article 118 Civil Code), as well as public organizations(associations), non-profit partnerships and autonomous non-profit organizations, institutions (Article 14 of the Law on Non-Profit Organizations).

Associations of legal entities (associations and unions) operate on the basis of the constituent agreement and charter (Article 122 of the Civil Code). In the event of a discrepancy between the provisions of the constituent agreement and the provisions of the charter, the provisions of the company's charter shall prevail for third parties and participants of the company.

On the basis of the constituent agreement, general partnerships (Article 70 of the Civil Code) and limited partnerships (Article 83 of the Civil Code) operate.

When drawing up a constituent document and its state registration, it is important to comply with the basic requirements of the current Russian legislation for the constituent documents of a legal entity. This is, first of all, the correct content of the charter or memorandum of association. This article discusses only those requirements for the content of constituent documents that are important for the tax authority and which are mandatory they are checked, so more detailed information the contents of the charter or constituent agreement are not given here.

Anticipating the frequently asked question about the advisability of taking these requirements into account in view of the fact that the statutes in tax inspectorates no one reads anyway, let us explain: the state tax inspector is personally responsible for the registration actions he performs, so he not only reads the constituent document, but also often studies it in detail and checks the information contained in it.

The title page of the constituent document must contain its name, for example, in capital letters the word “CHARTER” and the full name of the legal entity. Also in the upper right corner it is indicated by whom and when this charter was approved or the constituent agreement was concluded, for example, “Approved by decision of the owner No. 1 dated...”. At the bottom of the page the city and year of registration of this document are indicated.

Constituent documents must have their own internal structure, which may vary depending on the profile and organizational structure of this or that enterprise, however General requirements are like that. The first section is necessarily “General Provisions”, which indicates the full name of the legal entity and its legal form, short name and English transliteration of the name.

In the section on the owners (founders, participants) of a legal entity, their names with their organizational and legal form, OGRN and exact legal addresses of the legal entities - founders must be indicated. It should be borne in mind that, by virtue of Art. 88 of the Civil Code of the Russian Federation, the number of participants in a limited liability company should not exceed the limit established in clause 3 of Art. 7 of the Federal Law of February 8, 1998 N 14-FZ “On Limited Liability Companies”, i.e. should not be more than fifty. If the number of participants in the company exceeds the limit established by this paragraph, the company must transform into an open company within a year. Joint-Stock Company or to a production cooperative, if the number of its participants does not decrease to the limit established by law.

The section “Main objectives and types of activities” describes the goals and objectives for which the legal entity was created and the types of activities that it will carry out. Types of activities are indicated in accordance with the All-Russian Classifier of Types economic activity(OKVED) Resolution of the State Standard of November 6, 2001 N 454-st "On the adoption and implementation of OKVED", which came into force on January 1, 2003 to replace the canceled All-Union Classifier of Sectors of the National Economy (OKONKH).

The section on the management bodies of a legal entity must indicate the executive body of the company and the name of the position of the person performing organizational, administrative and managerial functions and having the right to act on behalf of the legal entity without a power of attorney, the procedure for his election or appointment and the scope of his powers. If the presence of such advisory bodies as a board of trustees or others is provided for, then all its powers and other details are also described.

In the “Structure” section of a legal entity, it is important to fully indicate all existing branches, representative offices or subsidiaries, indicating their exact addresses, names, as well as their management bodies and powers.

In the “Property” section of a legal entity, it is necessary to indicate the form of ownership, the procedure for ownership and use, as well as the procedure for the distribution of income.

The constituent agreement of a legal entity is concluded, and the charter is approved by its founders (participants). On the last page of the constituent document the signature of the first persons of the founders and the seal are placed.

The constituent document, prepared taking into account the stated requirements and signed by the founders, must be bound and all its pages numbered. On the back of the last page, on a sticker placed over the fastening threads, the following entry should be made: “Stitched, laced and sealed with the seal of ... sheets.” Moreover, the number of sheets is indicated both in numbers and in words. The signatures of authorized persons and signatories of the constituent document and the seals of legal entities - founders are also placed here.

When registering a legal entity with the Federal Tax Service, constituent documents are required. Some of them must be compiled by community members before contacting the tax service, as they are submitted along with the application.

To open an LLC without any problems, you need to know what documents are constituent documents, as well as the requirements of the legislation regulating the specifics of the registration procedure of a legal entity.

Charter documents of LLC - list

The obligation to prepare the constituent documents of an LLC is specified in Federal Law No. 14-FZ dated 02/08/1998. According to this law, the most important of them is the Community Charter. It should include the following provisions:

• general information: name of the company, address, rights and responsibilities of the LLC.
• Activities. This includes information regarding your occupation.
• Amount of authorized capital. It should not be less than 10,000 rubles. It is advisable to indicate that all founders are aware of the risks of loss of the parts they own.
• Rights and obligations of participants community, not the LLC itself. The possibility of making a profit for the founders is usually stated here.
• Features of the transfer of shares of founders to third parties. This usually happens after general meeting.
• Appointment of the general meeting as the highest authority. Based on his decision, the enterprise is reorganized, the commercial plan is changed, and other actions related to the activities of the LLC are carried out.
• Purpose general director as the sole executive body. The column indicates what duties the manager must perform and what rights he has. The duration of his powers is also included.
• In what order will profits be divided? LLC: once a month, quarter, year. Participants have the right to decide this independently.
• How should constituent documents be kept?: who has access to them, list of materials, storage location, responsibility for safety.
• Features of liquidation or reorganization companies.

Important: In addition to the contents of the Charter, the founders must comply with and regulated by Federal Law No. 14-FZ.

IN full list constituent documents, which are drawn up both before registration of the company and during its activities, include:

• Minutes of the meeting;
• Foundation Agreement;
• Order on the appointment of a director;
• Registration number;
• Charter;
• Statistics code;
• Extract from the Unified State Register of Legal Entities;
• Order on the appointment of a chief accountant.

All documents are usually stored in a safe in the director’s office, but he may by order appoint another person responsible for storage. If anything from the list is lost, it can be restored, but the entire procedure will take a lot of time. To simplify everything, it is better to formalize it - then you will be able to avoid independent trips to government agencies.

How to make changes to the statutory documents?

As in the case of charter documents, to amend the LLC Charter, an application to the Federal Tax Service is required. How the whole procedure is performed:

1. The founders at the general meeting decide what adjustments need to be made.
2. A package of documents is generated for submission to the tax office. This includes an application for state registration of changes, a decision of community members, changes and a receipt for payment of the state duty (800 rubles).
3. Documents are submitted to the MFC or Federal Tax Service in person. Also, a representative of the institution can do this remotely by sending a registered letter with acknowledgment of receipt or through the electronic service on the tax website.
4. After 5 days, the representative or director receives the documents if the inspection has no comments.

It is important to consider that the Federal Tax Service must be notified of any adjustments to the Charter: changes in the list of company participants, change of director, increase or decrease in the authorized capital, etc. The fact is that this information is contained in the Unified State Register of Legal Entities, so it is mandatory to notify the tax office, otherwise the legal entity may be held liable under the Code of Administrative Offenses of the Russian Federation, which provides for fines from 5,000 to 100,000 rubles, depending on the severity of the violation.

Let's sum it up

Registration of the charter documents of an LLC at the initial stage is mandatory for all enterprises starting entrepreneurial activity. Without them, it is impossible for any organization to exist, since they regulate all important issues regarding the functioning of the company, the rights, duties and responsibilities of participants.

If necessary, the founders after the general meeting can make changes to the charter documents of the LLC, but to do this, you need to follow the action plan and know where to go to register the amendments.