Legal address is the location of the head of the LLC. The address is indicated in detail in the application P11001, and the tax office carefully checks its accuracy. Naturally, before the organization is created, it does not yet have a real location. The founders only guarantee that after successful registration of the LLC, the office will operate at the address specified in the application.
Usually, non-residential premises are rented for business, but it is impossible to conclude a lease agreement with an organization that does not yet exist. How then to confirm the authenticity of the legal address? In this case, the owner of the office issues confirmation - a letter to provide a legal address. In it, he guarantees that a lease agreement for the premises will be concluded with the created LLC.
What is a letter of guarantee
A letter of guarantee to the legal address from the owner is a document generated by practice. It has neither an approved form nor official recommendations for its preparation. If you look at what is included in the list of documents established by law submitted for LLC registration, you will not find a letter about providing a legal address there.
But the letter of the law is one thing, and the practice of registering legal entities in Russia is another. Be sure to include a letter of guarantee in the package of registration documents, otherwise you will be denied the creation of an LLC.
Sample letters of guarantee
Here we provide different samples of letters of guarantee for your reference. In general, the essence here is the same everywhere - one party guarantees something, the second is simply the recipient of this guarantee.
Letter of guarantee to the legal address
For initial state registration that is already in force, among the set of documents submitted to the regulatory authority, there must be a letter of guarantee from the owner of the legal address. A sample of this letter would look something like this:
LLC "Romashka"
OGRN _____________INN/KPP_______________ Address: Moscow, st. Elektrozavodskaya, 45, bldg. 2, office 15/5
Letter of guarantee
Romashka LLC, represented by Director Mikhail Mikhailovich Sergeev, hereby guarantees to provide non-residential premises at the address:
Moscow, Proektiruemy proezd 5678, building 56, building 5, office 67.
as the address of the location and location of the sole executive body, for the purposes of state registration of the limited liability company "Vulcan".
General Director of Romashka LLC ____________/M.M. Sergeev/
MP
Accordingly, this expresses the guarantee of the owner of the premises to provide this premises as a legal address for the future company.
Letter of guarantee for delivery of goods
Alternatively, the letter of guarantee may express a guarantee for the fulfillment of contractual obligations. As an example, here is a sample letter of guarantee for the supply of goods:
LLC "Romashka"
OGRN _____________INN/KPP_______________ Address: Moscow, st. Elektrozavodskaya, 45, bldg. 2, office 15/5
Letter of guarantee
Romashka LLC, represented by Director Mikhail Mikhailovich Sergeev, hereby guarantees Lyutik LLC (OGRN_____, INN_____) to supply goods under contract No.___ dated __.__.20__. in accordance with the specification sent dated __.__.20__, until 08/01/2019.
General Director of Romashka LLC ____________/M.M. Sergeev/
MP
Here, as we see, the supplier’s guarantee to ship the goods within a certain period of time is expressed.
How to write a letter of guarantee
The document on providing a legal address is drawn up in writing in any form. It contains information by which it is possible to identify the property where the head of the created company will be located.
- Full and detailed address - indicating the postal code, locality, street, house number and the office itself.
- Characteristics of the premises, for example, office space with a total area of 12 sq. m.
- The full name of the manager and the company name of the future company.
- Full details of the property owner - organization details for legal entities or passport details for individuals and contact details.
- Guarantee of concluding a lease agreement in case of successful registration of LLC.
- Link to the attached document on the ownership of the property (copy of the certificate or extract from the Unified State Register of Real Estate).
Sample letter of guarantee for providing a legal address to the tax office
Letter of guarantee to the legal address from the owner-individual (sample 2021)
In some cases, the owner of the premises requires a deposit or advance payment towards future rent. Then a letter of guarantee for payment of rent is drawn up, but these are unnecessary conditions.
Does a letter of guarantee have legal force without a contract?
S.A. Tokmina, author of the answer, legal consultant at Askon
QUESTION
The state customer needs to carry out the work now, he does not have time to hold a competition, he is ready to draw up a letter of guarantee. Will such a letter of guarantee have legal force?
ANSWER
As a general rule, a letter of guarantee without a contract can have legal force. Moreover, in some cases, a letter of guarantee can be proof that, despite the absence of a signed contract, you still entered into a written transaction.
However, this form of agreement contradicts the legislation on procurement activities for public needs. In this situation, we do not recommend starting work without a signed contract.
JUSTIFICATION
A letter of guarantee is a document in which the debtor acknowledges his obligations and undertakes to fulfill them.
In practice, a letter of guarantee has been widely used in various situations. Most often it is issued in connection with payment for goods (works, services).
In some cases, evidence may be required that, despite the absence of a signed contract, the parties still entered into a written transaction. For example, if you are preparing to go to court due to the fact that the buyer did not pay for the goods delivered to him. A letter of guarantee can be one such evidence.
Thus, it can serve as an offer to conclude a contract. For example, when the buyer sent you a letter of guarantee for payment for a certain quantity of goods, and you shipped this goods or otherwise accepted the offer. In such a situation, the written form of the contract is considered to be complied with, despite the fact that you did not sign a single contract. Please note that a letter of guarantee is considered an offer only if it contains all its features, in particular the essential terms of the contract (clause 3 of Article 434, clause 1 of Article 435 of the Civil Code of the Russian Federation).
A letter of guarantee may also be an acceptance if, in response to your proposal to conclude a contract, the buyer sent you a letter of agreement with the proposed conditions and a promise to make payment. For a letter of guarantee to have the force of acceptance, it must meet the requirements established for it. In particular, it should not contain counteroffers, since acceptance must be complete and unconditional (clause 1 of Article 438 of the Civil Code of the Russian Federation).
By analogy with the above, a letter of guarantee can act as an offer to change the terms of a previously concluded agreement (for example, the payment period).
However, the general procedure for civil legal relations must be applied if legislative acts do not establish special rules.
Thus, the Supreme Court of the Russian Federation in the preamble to the “Review of judicial practice of applying the legislation of the Russian Federation on the contract system in the field of procurement of goods, works, services to meet state and municipal needs” (approved by the Presidium of the Supreme Court of the Russian Federation on June 28, 2017) focuses the attention of law enforcement officials on the ratio of special norms of the Federal Law of 04/05/2013 N 44-FZ “On the contract system in the field of procurement of goods, works, services to meet state and municipal needs” (hereinafter referred to as Law N 44-FZ) and the provisions of the Civil Code of the Russian Federation.
From these clarifications it follows that, since by virtue of Part 1 of Article 2 of Law N 44-FZ, the legislation on the contract system in the field of procurement of goods, works, services to meet state and municipal needs is based on the provisions of the Civil Code of the Russian Federation, when resolving disputes arising from state (municipal) contracts, courts are guided by the norms of Law No. 44-FZ, interpreted in conjunction with the provisions of the Civil Code of the Russian Federation, and in the absence of special norms - directly by the norms of the Civil Code of the Russian Federation.
The contract system in the field of procurement is based on the principles of openness, transparency of information about the contract system in the field of procurement, ensuring competition, professionalism of customers, stimulating innovation, unity of the contract system in the field of procurement, responsibility for the effectiveness of meeting state and municipal needs, efficiency of procurement (Article 6 Law No. 44-FZ).
In accordance with Article 8 of Law No. 44-FZ, the contract system in the field of procurement is aimed at creating equal conditions to ensure competition between procurement participants.
Part 2 of Article 8 of Law No. 44-FZ contains an explicit legislative prohibition of any actions by customers, specialized organizations, their officials, procurement commissions, members of such commissions, or procurement participants that contradict the requirements of this law, including those leading to restriction of competition, in particular, unreasonable limitation of the number of procurement participants.
The provisions of parts 1, 2 of Article 24 of Law No. 44-FZ stipulate that when making purchases, customers use competitive methods to determine suppliers (contractors, performers) or make purchases from a single supplier (contractor, performer). The customer chooses the method of determining the supplier (contractor, performer) in accordance with the provisions of Chapter 3 of the said Federal Law, while he does not have the right to take actions that entail an unreasonable reduction in the number of procurement participants (Part 5 of Article 24 of Law No. 44-FZ).
How a letter of guarantee proves the authenticity of a legal address
In order for the letter of guarantee to prove the authenticity of the legal address, the owner must verbally confirm his consent to rent out the premises. Be sure to notify the landlord so that within three working days after submitting documents for registering the LLC to the tax office, he will be in touch.
In most cases, an employee of the Federal Tax Service will contact you by phone number specified in the letter of guarantee. If the owner of the premises does not answer the call or does not confirm his guarantee, then the declared address will be considered unreliable, and the registration of the LLC will be refused.
But besides this situation, a legal address may have other disadvantages:
- mass character – registration at the address of more than 10 organizations;
- impossibility of organizing the manager’s workplace (the building is not completed, destroyed, the premises are strictly for production purposes);
- at the declared address there are objects in which registration of commercial organizations is prohibited (for example, government agencies or military units);
- incomplete indication of all elements of a complex address (especially typical for business centers, then the detailed description must be clarified with the Federal Tax Service itself);
- discrepancy between the address in the letter of guarantee and the data specified in the certificate of ownership of the property).
In such situations, a letter of guarantee and its verbal confirmation will not be able to help in registering an LLC.
Legal force of the letter of guarantee
There are serious doubts about the legal validity of the letter of guarantee. This document performs its function only at the stage of the registration procedure.
Of course, if there is a trusting relationship between the future parties to the rental transaction, then the agreement will be concluded. But there is still a risk that after registering an LLC, either the owner of the property or the company itself will refuse to rent. In this case, there is nothing left to do but to declare a change of legal address, because the data from the letter of guarantee has already been entered into the Unified State Register of Legal Entities.
Moreover, if you indicated the full address in the charter, and not just the locality, then changes to the charter will have to be registered on form P13001 with the payment of a state fee (800 rubles). In other cases, you can get by by filing an application on form P14001. We described the procedure for changing a legal address for different situations in this article.
