Doing business involves choosing one legal form or another: private enterprise (PE), individual entrepreneurship (IP), companies with share capital or limited liability company (LLC).
The last form, LLC, is a legal entity whose founder is one or more people. The authorized capital of an LLC consists of certain shares owned by each of the founders. The size of shares is fixed in the charter. The latter, according to current legislation, is considered the main constituent document.
The choice of this legal type is most popular among business owners. It is explained by many factors. Thus, the founders of an LLC expose their capital, and in some cases, their own freedom, to much less risk than a private entrepreneur.
In a situation where a “private owner” loses his entire business, puts his personal property and accounts at risk and remains in debt to creditors, the founder may only lose his share. That is, the founder of the company is responsible within the framework of his share in the enterprise, everything that extends further does not bother him.
Opening an LLC does not require large financial investments; it is relatively easy to prepare the necessary documents - this also makes this legal form quite popular among entrepreneurs.
What is needed to open an LLC: registration procedure
As already mentioned, the charter is the constituent document of an LLC, containing information about the amount of the authorized capital, the name of the institution, its legal address; it also sets out the rules for the distribution and transfer of shares and other provisions vital for the organization.
Step 1: choosing a name and address
Therefore, to register an LLC, it is necessary to take care of preparing the organization’s charter. First of all, the main “identifying” sign of a society is indicated - its name, full and abbreviated, and information about its location. Information about the name of the institution must also be duplicated in a foreign language - usually English. Do not forget that the foreign language version must also contain two versions of the name - full and abbreviated. There may also be an additional “name”, which must be written in one of the languages of the peoples of the country.
Among such an abundance of names, the main one is the full name in Russian. It is important that the name of the organization also includes the form of its functioning. To do this, the full name must contain the combination “limited liability company”; in its abbreviated form, the abbreviation LLC will suffice. The legal form must not be written in a foreign language.
If you assume that the established organization will be engaged in insurance, payment systems or carry out activities related to pawnshop relations, then by law the company name must contain an indication of the type of activity of the company.
The inclusion in the name of words that inspire confidence, authoritative names and state names, such as: “Russian Federation”, “Russia”, “Moscow”, “Olympiad”, is limited and their use may be prohibited.
It is impossible to register an LLC without indicating the legal address of the organization. There are several options for its “production”. Founders can rent or rent suitable premises, buy an address for registration and register at their home address. If everything is clear with the first method, then the second may cause confusion. However, with this type of obtaining a legal address there is nothing complicated: you will only need to contact a special company that provides legal addresses for registration. 
After determining the method for obtaining a legal address and concluding an agreement with its “supplier” (landlord, seller or specialist of the selling company), you receive the appropriate documents that confirm that you have an address. You provide them to the employees of the registration authorities. Usually this is a letter of guarantee on behalf of the owner or company. It is important that it contains data about the owner of the premises or company, and all possible ways to contact them.
If you plan to register at the home address of the founder or one of them, you may need a document confirming ownership of this apartment, as well as the official consent of the residents that an LLC will be registered at this address.
Step 2: Selecting an Activity Code
A mandatory step when registering an LLC will be choosing an activity code. The fact is that the type of activity that your future company will carry out has one or another code in Russian legislation. All you have to do is choose the appropriate one from the list of the all-Russian classifier of types of economic activities.
In the registration application it is permissible to enter up to 57 types of activities, which is very convenient, since you can indicate not only those types of activities that you will begin immediately after opening, but also those that are only in plans for now. Of course, there is always a temptation to include the maximum number of species. However, you shouldn’t “take” in quantity, because For each activity code you will have to make contributions to the Social Insurance Fund. It is clear that specifying codes that you do not need is illogical and uneconomical. It is also important to understand that only one type of activity, that is, one code, can be the main one. All the rest are auxiliary. 
Step 3: decision to establish an LLC
Are you the only founder? Then you will need to prepare a decision on establishing an LLC, which must contain the following points:
- approved name (and in all its diversity - full, short, foreign language);
- LLC location;
- the approved authorized capital and its size, as well as methods of its contribution;
- approved Charter of the organization;
- information about the appointment of the head of the LLC (this does not have to be the founder).
If there is more than one founders, then a meeting is required. At it, in addition to the form of activity, the name of the company, its address, they should discuss issues related to the authorized capital, in particular, its size and value, the value of the founders’ shares. Also at the meeting, attention should be paid to the approval of the Charter, the appointment of a person who will occupy a leadership position in the organization, a person whose official duties should include the state registration of the LLC.
Each issue discussed at the meeting must be resolved by voting of all founders, and their decision must be unanimous.
The entire course of the meeting must be reflected in the minutes, which each of the founders receives; one copy remains with the LLC and another one is sent to the registration authority.
It is much more convenient and safer, if there are several founders, to also draw up an agreement on establishment. It does not belong to the list of documents required to open an LLC, but it will help resolve controversial issues and procedures between the founders while the opening of their “brainchild” is being prepared.
Step 4: Preparation of the Charter
This legislation provides for a special form according to which the Charter is drawn up. According to Article 52 of the Civil Code of the Russian Federation, since September 2014, the charter does not provide for the posting of information about the name, location and method of managing the organization. This data is now submitted to the Unified State Register of Legal Entities.
The charter must indicate the goals of establishing an LLC. Much attention is also paid in the Charter to the section on the authorized capital, its size, shares and their nominal value. It is also important to think through the main ways to regulate the activities of an LLC and the conditions for its liquidation.
Step 5: formation of authorized capital
Currently, the minimum amount allowed as authorized capital is 10,000 rubles. It is important to remember that each type of activity may have its own minimum when forming the authorized capital. It is paid within a period not exceeding 4 months after the registration of the LLC, and it is only permissible to contribute in cash at least the minimum part of the authorized capital (10,000). The remainder can be contributed in the form of property. However, such a step is optional; the law allows only the minimum monetary contribution.
Submitting an application for registration to the tax authorities
Step 1: filling out the application
When registering an LLC, you will need to fill out an application on form P11001. In order not to be refused registration, it is important to take a responsible approach to filling out the application. First, decide whether you will fill out the form manually or do it on the computer. The latter option is preferable because it will avoid annoying mistakes. In addition, when using a computer, it is not prohibited to receive assistance from special government computer programs.
The completed application is signed by all founders. If the director of the LLC is not one, his signature is not required. Signatures must be placed directly at the registration authority or the procedure must be carried out in the presence of a notary. 
Step 2: payment of state duty
Filling out the receipt for payment of the state duty should also be done either manually or using a computer. It is good if an authorized person from among the founders is involved in preparing the receipt and paying the state duty. Although it is not prohibited by law if it is any founder. The payment date cannot be earlier or the same as the date of drawing up and signing the protocol.
If the LLC registration has not been completed, the state fee is not refunded. However, in some cases, if the reason for refusal is the incompetence of the registering authority or its violation of registration rules, you can attempt to return the amount of the state duty by going to court. The cost of registering an LLC is 4000 rub.
Step 3: signing and stitching documents
All specified documents must be double-checked, signed and filed. The serial number of a particular document is indicated on the reverse side. At the same time, there is a certain form of such a label: it is necessary to indicate the total number of sheets, as well as the full name of the founder responsible for registration. The latter confirms the information provided with a personal signature.
Once you are convinced that the entire list of documents is drawn up in accordance with the regulations, you can submit them to the registration authority. His employee, having received the package of documents, is obliged to give you a receipt listing all the papers. 
Step 4: Get Registration
The registration period does not exceed 5 working days. Usually, to find out when you should pick up the long-awaited documents, you just need to look at the receipt - this date is indicated there.
From the registration authority you must receive:
- Certificate of state registration of a legal entity.
- Certificate of registration with the tax service.
- A copy of the charter, which bears the mark of the registration authority.
- Unified State Register of Legal Entities.
Registration received: what to do next?
Having registered an LLC, hurry up to register with the Pension Fund of Russia (PFR) and the Social Insurance Fund (FSS). These funds send certificates of registration to the legal address of your Society. Expect correspondence within five days after LLC registration.
In addition, you need to officially appoint a manager and enter into an employment contract with him. Don't forget to also get the statistics code from Rosstat. In order for your visits to the specified organization to be effective, first clarify the necessary documents for assigning a code.
Finally, it is required to open an LLC current account in a bank and transfer this data to the Pension Fund and the Social Insurance Fund.
You can see what you need to consider when registering an LLC and other important nuances in the following video:
Changes in 2019
- First of all, the changes affected the tightening of penalties for the use of dummies in the registration process. These are all those people who will not subsequently be associated with the management of a limited liability company. However, it is important to understand that this is associated with a fairly large complexity associated with identifying such individuals.
- Secondly, in 2019, an LLC will be able to change its location using 2 steps - a message to the tax office, supported by a document that can confirm the right to use the new premises. Next, you will need to provide a decision on the change of location along with the relevant statements. The listed two stages are not used if the new place of residence becomes the place of residence of a company participant who has a share in the authorized capital of at least 50%.
- Thirdly, notary offices acquire broader powers in the procedure for registering a legal entity. Thus, if a notary has confirmed the founder’s signature, he will be able to submit a package of documents to the tax authority without the participation of the future head of the LLC. In addition, notaries will be able to obtain a decision from government authorities on the authenticity of the information or documents provided (in case of doubt).
- Finally, the body that carries out the registration may suspend its progress for no more than 30 days if there are doubts about the reliability of the information provided. However, it is important to consider that this paragraph primarily concerns changes in the company’s charter or composition of participants.
- From January 1, 2010, the state fee may not be paid if registration documents are submitted electronically.
If you are on this portal for the first time, but are interested in issues of registering LLCs and individual entrepreneurs, then you can get answers to any questions about opening an LLC or individual entrepreneur using free consultation service on business registration:
STEP 1. Select the LLC registration method
To create an LLC, you need to go through the appropriate state registration procedure with the registration authority of the Federal Tax Service at the legal address of your LLC. Today, all the necessary documents for opening a limited liability company can be prepared via the Internet, and if you have an electronic digital signature, you can submit them to the tax office without leaving your home.
Limited liability company - a business company created by one or several persons, the authorized capital of which (at least 10 thousand rubles) is divided into shares; The participants of the company are not liable for its obligations and bear the risk of losses associated with the activities of the company to the extent of the value of their shares in the authorized capital of the company.
At the same time, you need to be aware that creditors of an LLC can, when collecting debt, initiate bankruptcy proceedings for a legal entity, during which the participants (founders) and managers of the LLC may be held liable, that is, to additional liability. If the court proves that the LLC has been rendered insolvent as a result of the actions or inactions of these persons, then they will be liable for the obligations of their company in full and at the expense of their personal property.
There are two ways to go through this procedure:
Having independently prepared all the documents for company registration
If this is your first company, then we recommend registering completely independently, without resorting to the services of registrars. This will allow you to gain very important knowledge and experience.
By preparing documents using registrar services
In this option, registrars will not only help prepare documents, but also select an address, submit documents and receive them from the registration authority and register with the Pension Fund and the Social Insurance Fund. Here it is also possible to purchase a ready-made LLC with a history.
To make it easier for you to navigate between these options, we have compiled the following table for you with the pros and cons of each option:
| Actions | Price | pros | Minuses |
|---|---|---|---|
| Self-registration of LLC | 4 thousand rubles.- state duty | Gaining good experience in preparing documents, as well as communicating with government agencies Saving on registrar services | The risk of receiving a refusal due to incorrect execution of documents (as a result, a loss of 5 thousand rubles or more) If there is no legal address for registering an LLC, you will have to look for it separately |
| Registering an LLC with the help of registrars | The cost of registrar services ranges from 2 to 10 thousand rubles plus 4 thousand state duty and 1 - 1.3 thousand rubles. notary services (average 10 thousand rubles) | Insurance against registration refusals It is possible to save time if documents are delivered and collected from the registration authority for you The registrar will help with obtaining an address for registering an LLC | You will have a superficial knowledge of your documents You leave your passport details to someone unknown Additional expenses |
| Purchase of a ready-made LLC | The cost of services is from 20 thousand rubles, the state duty is 800 rubles for making changes and 1 - 1.3 thousand rubles. notarial services | You can buy an LLC immediately with a history necessary, for example, to participate in a tender where requirements are imposed on the life of the LLC | The risk of buying a problematic LLC (with debts or a “dark” past). This fact may come to light in 1-3 years, when your purchased LLC gets on its feet. |
If you decide to prepare documents for registration yourself, your costs will be as follows:
| Name | Sum |
|---|---|
| Payment of the authorized capital of LLC | from 10 thousand rubles(the minimum amount of the authorized capital in the amount of 10 thousand rubles from September 1, 2014 must be paid in cash; replacement of the minimum amount of the authorized capital with a property contribution is not allowed) |
| Organization of a legal address (if it is not possible to rent premises or register oneself at the place of residence) | from 5,000 to 20,000 rubles(initial payment for assigning the address to you) |
| Payment for notary services for certification of signatures in an application for LLC registration | from 1000 to 1300 rubles(more than 80% of the amount will go to pay for some incomprehensible technical work of the notary) |
| Payment of state fees for LLC registration | 4 thousand rubles |
| Printing costs | from 500 to 1000 rubles |
| Opening a bank account | from 0 to 2,000 rubles |
| Total: | from 15,000 rubles |
STEP 2. Come up with a name for the LLC
The LLC must have its own full corporate name in Russian. In this case, the full corporate name must include the full name of the LLC, as well as an indication of its organizational and legal form “limited liability company”, for example, Limited Liability Company “Registration Bureau”. Additionally, the LLC has the right to have:
- Abbreviated corporate name in Russian. In this case, the abbreviated corporate name must contain the full or abbreviated name of the LLC, as well as the abbreviation “LLC”.
- Full and (or) abbreviated company name in the languages of the peoples of the Russian Federation.
- Full and (or) abbreviated company name in foreign languages.
- The company name of LLC may include foreign language borrowings in Russian, with the exception of the designation of the organizational and legal form or its abbreviation.
As a result, in total, an LLC can have about 6 names (full and abbreviated in Russian, full and abbreviated in a foreign language, full and abbreviated in the language of the people of the Russian Federation). The main corporate name of the LLC is only the full name in Russian. Example:
In some cases, the law establishes the need for the company name of an LLC to contain an indication of its activities (for example, when carrying out insurance activities, in relation to payment systems, pawnshops).
In addition, it is worth paying attention to the restrictions on the use of the words “Russia”, “Russian Federation”, “Olympic”, “Paralympic”, “Moscow”, “Moscow”.
STEP 3. Select a legal address
Before registering, you need to decide on. There are three ways to obtain a legal address:
- rent/rent premises;
- buy an address from a company that provides legal addresses for registering LLCs with them. Legal addresses in Moscow can also be purchased in our service:
- (this is absolutely legal if the founder or future director of the limited liability company is registered at this address).
Whichever method you choose, you will need to attach proof to your registration documents that you have an address (the law does not require this, but this is an unspoken requirement among the registration authorities). In the first two cases, you will need to attach an address from the owner or management company containing information that the specified address will be provided to you upon successful registration of the LLC. Additionally, the letter must indicate the necessary contact details of the owner or management company so that employees of the registration authority can contact him/her and double-check this fact.
When registering an LLC at the home address of the director or one of the founders, in addition to a copy of your passport with registration, you will need:
- a copy of the certificate of ownership of the apartment;
- with the registration of your LLC at this address.
If you still want to rent premises or buy an address, be sure to check the address for mass registration of legal entities. You can do this check in .
STEP 4. Decide on activity codes
If you decide to start your own business, then you know what exactly you and your LLC will do. All that now remains to be done is to select the appropriate activity codes from. This classifier is a hierarchical list grouped by directions.
The LLC registration application allows you to enter 57 activity codes on one page, so you can enter both current activity codes and those planned sometime in the future. However, do not overdo it with the quantity, because... Additional but unnecessary codes may lead to an increase in contributions to the Social Insurance Fund, the calculation of which depends on the class of professional risk for each code.
The application for registration indicates only those codes that contain 4 or more digits. You must select one of the OKVED codes as the main one (by which you expect to receive the main income), and the rest will be additional. The presence of several codes does not oblige you to conduct activities using them.
Be careful when selecting codes, as some of them correspond , part - to types of activities that cannot be carried out under preferential tax regimes. For those who are not sure about the choice of activities, we recommend using our free service for selecting OKVED codes.
STEP 5. Determine the size of the authorized capital of the LLC
The minimum authorized capital of an LLC is 10,000 rubles. However, for a number of activities, the law has established. The period for payment of the authorized capital is 4 months from the date of registration of the LLC.
Since September 2014, authorized capital in the minimum amount can only be contributed in money (Clause 2 of Article 66.2 of the Civil Code of the Russian Federation).In addition to the already deposited amount of 10,000 rublesBlay, the authorized capital can be contributed in property form. It is not necessary to contribute capital in non-monetary form; you can contribute capital only in cash or at alllimit yourself to only the minimum amount. The meaning of the new requirement of the Civil Code of the Russian Federation is that the authorized capital of an LLC is not limited only to any property, but must also have a monetary value.
If there are several founders, then it is necessary to avoid such sizes of the authorized capital, due to which shares with an infinite fractional part arise. For example, it is impossible to register 3 founders with 1/3 shares each if the authorized capital is 10,000 rubles, i.e. each person’s share will be 3333.(3), and their total amount will not amount to 10,000 rubles. In this case, you need to choose an authorized capital of 12,000, etc., i.e. multiple of three.
STEP 6. Prepare decisions of the sole founder or minutes of the meeting
If you are the sole founder of an LLC, then you need to prepare a decision on establishing the LLC. The solution requires:
- approve the name of the LLC (full, abbreviated, in other languages);
- indicate the address of the LLC location;
- determine the size of the authorized capital and methods of its contribution and payment;
- approve the charter of the LLC;
- appoint either yourself or a third party to the position of head of the LLC, indicating his position and term of office.
If there are two or more founders, then it is necessary to hold a general meeting of the LLC founders and discuss the following list of issues:
- establishment of an LLC and approval of its organizational and legal form;
- approval of the name and location of the LLC;
- approval of the size of the authorized capital, the size and nominal value of the shares of the founders of the Company, the procedure and deadline for payment of the shares of the founders of the LLC in the authorized capital;
- approval of the charter of the LLC;
- appointment of the head of the LLC;
- approval of the person responsible for state registration of the LLC.
A vote must be taken on each issue, and on each issue the vote must be unanimous. Based on the results of the meeting, the meeting participants sign the minutes of the meeting, one copy for each participant, one copy for the LLC and one copy for the registration authority (you can sign one more for the bank, notary, and just in case).
Service for preparing documents for registering LLCs and individual entrepreneurs, as well as the documents themselves
are provided absolutely free of charge in any quantity and without any restrictions
The service built into the portal for free preparation of a complete set of documents for registering an LLC will automatically prepare for you either a decision or a protocol, depending on the number of founders of the LLC.
STEP 7. Prepare the establishment agreement
An agreement on the establishment of an LLC is only needed in the case of several founders. The establishment agreement is not a constituent document, because regulates only those agreements that arose between the founders during the establishment of the LLC (i.e. before the appearance of the LLC), for example:
- procedure for joint activities to establish an LLC;
- size of the authorized capital of the LLC;
- the size of the founders’ shares, the procedure and terms for their payment;
- responsibility of the founders for failure to fulfill their obligations.
Service for preparing documents for registering LLCs and individual entrepreneurs, as well as the documents themselves
are provided absolutely free of charge in any quantity and without any restrictions
The service built into the portal for free preparation of a complete set of documents for registering an LLC will automatically prepare you an agreement on establishment if the LLC has more than 1 founder.
STEP 8. Prepare the charter of the LLC
When preparing the Charter, we recommend that you immediately include in it a provision stating that confirmation of the adoption of a decision by the general meeting of participants, as well as the composition of the participants present at the same time, will not take place in notarial form, but in another manner permitted by law (see paragraph 3 of Art. 67.1 of the Civil Code of the Russian Federation).
Service for preparing documents for registering LLCs and individual entrepreneurs, as well as the documents themselves
are provided absolutely free of charge in any quantity and without any restrictions
The service built into the portal for free preparation of a complete set of documents for LLC registration will automatically prepare you a charter with all the necessary data.
STEP 9. Fill out an application for LLC registration using form P11001
The key document when registering an LLC is an application in form P11001. It is because of errors in filling out this application that the registration authority gives the largest number of registration refusals.
The application is filled out either manually or on a computer using appropriate software or service. You cannot fill out the application partly on a computer and partly by hand.
Please note: from April 29, 2018, the applicant must indicate his email address in the registration application. Documents confirming the fact of registration (USRIP or Unified State Register of Legal Entities, charter with a mark from the Federal Tax Service, tax registration certificate) are sent by the inspectorate not in paper form, as before, but electronically. Paper documents, in addition to electronic ones, will be available only upon request of the applicant.
We strongly do not recommend filling out the application manually, because... this can lead to a fairly large number of errors due to ignorance or failure to comply with all the requirements for filling out the application. If you still decide to fill it out manually, we strongly recommend that you familiarize yourself with
To complete the application using the appropriate software or service, we recommend:
The completed application must be signed by all applicants-founders either in the presence of a notary or directly by the registration authority when submitting documents. To sign an application with a notary, you will need to provide the notary with the following documents regarding the LLC: the decision and charter or minutes of the meeting of founders, the agreement on establishment and charter, as well as identification documents of the applicants.
If there are several founders, then each founder must sign on his/her applicant’s sheet in the presence of a notary. After this, the application must be numbered and stitched by a notary. In a similar way, you can sign the application by all applicants directly in the presence of an employee of the registration authority when submitting documents for LLC registration.
Service for preparing documents for registering LLCs and individual entrepreneurs, as well as the documents themselves
are provided absolutely free of charge in any quantity and without any restrictions
STEP 10. Pay the state fee for LLC registration
Since 2019, applicants who submit documents for LLC registration through the Federal Tax Service website or the government services portal are exempt from paying state fees (Article 333.35 of the Tax Code of the Russian Federation). However, this is only possible with an enhanced qualified electronic signature.
You can prepare a receipt for payment of the state fee for registering an LLC as follows:
- Fill out the receipt form manually. To do this, you will need to find out the details of your registration authority. You can find out the details on the Federal Tax Service website or directly from your registration authority;
- or use the Federal Tax Service service to generate a receipt for payment of the state fee for registering an LLC;
We draw your attention to the following:
- the date of payment of the receipt must follow the date of signing the protocol/decision on the creation of the LLC, but not earlier.
if there are several founders of an LLC, then in practice what most often happens is that the founder authorized to carry out registration actions signs and pays for the receipt. But, if you follow the letter of the law, then paragraph 2 of Art. 333.18 of the Tax Code of the Russian Federation indicates that “if several payers simultaneously apply for a legally significant action, the state duty is paid by the payers in equal shares.” That is, if, for example, there are two founders, then each of them must pay a receipt of 2,000 rubles on his own behalf, if there are four, then 1,000 rubles, etc.
Additionally, the Federal Tax Service issued a letter dated 08.08.13 No. 03-05-06-03/32177, in which it explains that for the state registration of a legal entity created by three founders, a state fee must be paid by each founder in the amount of 1/3 of 4,000 rubles. And although in practice refusals to register an LLC for this reason are rare, nevertheless, any tax office can accept this letter as a guide to action.
At the same time, the service for generating receipts for payment of state duties on the Federal Tax Service website itself does not allow you to select an amount other than 4,000 rubles. In this case, we recommend that you generate a receipt with the full amount of the state duty, and then, if necessary, edit it, that is, change the amount to be paid. Or you can find out the details and fill out receipts manually.
What to do if you have been refused registration as an individual entrepreneur or LLC? From October 1, 2018, the applicant can again submit documents for registration of an individual entrepreneur or LLC. You must contact the Federal Tax Service within three months after the decision to refuse is made, and this can only be done once.
STEP 11. Choose a tax system
The taxation system is the procedure for paying taxes, that is, monetary contributions that the person receiving the income gives to the state. If you want your entrepreneurial activity to be as financially effective as possible, you should take this choice very seriously, because such a mistake can be very costly for a novice entrepreneur and ruin even the most promising business idea at the start.
You can learn more about the features of tax regimes yourself in the article "". Or, leave a request for a free one-hour consultation with specialists who will tell you which tax regime is right for you, based on the specifics of the chosen activity and region.
The most popular taxation system among novice businessmen is the simplified tax system.If you use our service to prepare a complete set of documents for registering an LLC, then in step 9 you can choose the simplified tax system 6% or 15%, and the service will prepare you a notification about the transition to the simplified tax system along with the rest of the documents.
Service for preparing documents for registering LLCs and individual entrepreneurs, as well as the documents themselves
are provided absolutely free of charge in any quantity and without any restrictions
STEP 12. Let's take a break and count the received documents
| One founder | Several founders |
|
| 1 | Application form P11001 (1 copy) | |
| 2 | Decision of the sole founder to create an LLC (1 copy) | Minutes of the general meeting of LLC founders (1 copy) |
| 3 | - | Establishment agreement (1 copy) |
| 4 | LLC Charter (2 copies) | LLC Charter (2 copies) |
| 5 | Receipt for payment of the state fee for LLC registration (1 copy) | |
| 6 | Letter of guarantee to provide you with a legal address (1 copy) |
These are the main documents that you need to complete registration actions. Additionally you may need:
- notification of transition to the simplified tax system (optional) - 2 copies, but some Federal Tax Service Inspectors require 3 copies;
- documents confirming ownership of the apartment (if the LLC is registered at the home address of the manager or founder) - 1 copy;
- notarized consent of the apartment residents for registration, if the LLC registration is carried out at the home address (for the apartment) - 1 copy;
- a notarized power of attorney to submit documents (in case it is not the applicant who submits);
- notarized translation of documents.
STEP 13. Sign and flash the documents
Some of the documents listed above must be signed and bound if they contain more than one page. On the back of the firmware, on a piece of paper that is used to seal a knot of thread or paperclip, you must indicate: “Total stitched and numbered<число>(number in words) sheets.<ФИО заявителя, ответственного за регистрацию ООО>: <здесь подпись>".
It is advisable that the signature of the person responsible for registration (the applicant) extends slightly beyond the edges of the firmware.
| Documentation | Who signs | Signature on the firmware | |
| 1 | Application on form P11001 | Each founder on his own sheet in the presence of a Federal Tax Service official or a notary | Only the notary does the stitching. If the founders submit the application in person, there is no need to staple it |
| 2 | The decision of the sole founder to create an LLC* | Founder (aka applicant) | Usually the solution is placed on one sheet, so no stitching is required. If the size is more than 1 page, then the founder-applicant |
| 3 | Minutes of the general meeting of LLC founders* | Each founder (recommended), although the protocol can only be signed by the chairman and secretary, if a list of meeting participants with the signature of each is kept separately | |
| 4 | Establishment Agreement* | Each founder | The applicant appointed by the general meeting of founders to be responsible for the state registration of the LLC, or all founders |
| 5 | LLC Charter | Doesn't subscribe | The applicant appointed by the general meeting of founders to be responsible for the state registration of the LLC |
| 6 | Receipt for payment of the state fee for LLC registration | If there are several founders, then the total amount of state duty is divided among all founders in equal shares and each pays a separate receipt. | - |
| 7 | notification of transition to simplified tax system | The applicant appointed by the general meeting of founders to be responsible for the state registration of the LLC | - |
| 8 | Letter of guarantee for the provision of a legal address to the LLC | Authorized person from the lessor (also stamped) | - |
* - if the founder of the LLC is another legal entity represented by its director (or another authorized person), then the signatory from the legal entity-founder puts a signature and seal (!).
STEP 14. Prepare a power of attorney to submit and receive documents
If the applicant does not have the opportunity to submit documents to the registration authority or receive them back, then it is necessary to prepare a power of attorney, as well as make some adjustments to the application for LLC registration:
To submit documents by a non-applicant, it is necessary to have it certified by a notary as a proxy to represent the interests of the applicant at the registration authority.
To obtain documents, a non-applicant must:
- fill in the appropriate box in advance in the application for registration of an LLC on the page of the first applicant (sheet H, page 3) before the applicant’s signature with the value 2 (“issue to the applicant or a person acting on the basis of a power of attorney”) instead of 1 (“issue to the applicant”);
- issue a notarized power of attorney to the authorized person to represent the applicant’s interests at the registration authority (if the application contains 2, then documents can only be obtained with a notarized power of attorney).
STEP 15. Check and submit documents for registration
Sign the application with a notary, pay the state registration fee, collect a complete set of documents and send them to the registration authority in your city. If applicants submit documents for registration to the tax authority in person, then notarization is not required. Additionally, we recommend that you read.
Compliance with all the rules listed above will help you avoid annoying mistakes when registering an LLC, but often regional tax authorities may impose specific requirements that are not explicitly stated in the legislation, so it is now available especially for our users free document verification service for business registration 1C specialists:
After submitting documents to the registration authority, do not forget to obtain a receipt from its employee with a list of all the documents you submitted.
STEP 16. We receive the long-awaited documents
The registration period for an LLC in 2019 is no more than 3 working days. In case of successful registration, the Federal Tax Service sends the following documents electronically to the applicant’s e-mail:
- record sheet of the Unified State Register of Legal Entities according to form No. P50007;
- certificate of registration with the tax authority;
- charter with the mark of the registering authority.
Attention! Having received the documents, you must carefully check the data specified in the extract from the Unified State Register of Legal Entities. If errors are found, you must contact the employee who issued the documents to you to draw up a protocol of disagreements. If errors were made due to the fault of the registration authority, they will be promptly and, most importantly, corrected free of charge. Later identification of errors may result in their correction through a paid procedure for amending information about the LLC.
STEP 17. After registration
If the registration was successful, and we have no doubt about it, then please accept our congratulations! All that now remains for you to do is:
- provide ;
- sign ;
- create and register if necessary.
How to register an LLC on your own in 2018? What package of documents is required to open a company? What to do after registering an LLC?
Hello, friends. Alexander Berezhnov is with you. Today we will talk about registering an LLC.
This topic is relevant both for beginning entrepreneurs and for those who already have their own business.
In one of the previous articles I talked about “”, but many readers of our business magazine had a need for a high-quality article about opening an LLC.
When preparing this article, I consulted with attorneys I know to ensure that the information in it was up to date.
I wish you a productive study of materials and good tax inspectors :)
1. What is an LLC and in what case should it be opened?
To begin with, I will give a definition of this organizational and legal form of doing business.
Then I’ll tell you who is suitable for opening a limited liability company (LLC).
Limited Liability Company(official abbreviated name - LLC) - a business entity (firm, company) established (created) by one or more legal entities and/or individuals.
Authorized capital of LLC divided into shares according to the contribution of participants (founders) to it.
Participants (founders) Limited liability companies are not liable for their obligations and bear the risk of losses associated with the activities of the company, within the value of their shares in the authorized capital of the company.
Features of LLC activities
1. An LLC can be opened by one person (the so-called LLC with a single founder) or by several people (co-founders)
Moreover, as follows from the definition, the founders of an LLC can be both individuals and legal entities.
2. Members of the company are liable for their obligations only to the extent of the share they contributed to the authorized capital of the company
This means that if the authorized capital of your LLC is 10,000 rubles, and your company (LLC) owes its creditors 100,000 rubles, then in court the creditors will not be able to receive more than 10,000 rubles, and also by law, the remaining 90,000 rubles of debt personally They won't be able to collect it from you.
This is where the limited liability of society manifests itself. That is, the risks of your personal losses are reduced.
3. LLC is a commercial organization whose main purpose is to make a profit
Therefore, all types of activities specified when registering a company are only tools with which it earns money.
4. The main regulating document for conducting the activities of an LLC is its Charter
This is a mandatory document that is submitted to the tax authorities when registering an LLC. You can find out more about drawing up the Charter
5. LLC can be sold or bought as a company
For example, if you want to sell your business (share in a business), you can contact a professional business appraiser and get his opinion on the market value of your LLC.
If, on the contrary, you want to buy a business (a share in a business), you will only need to buy out the entire company or part of it from the previous founders and make a profit according to the size of your share.
Compared to an individual entrepreneur, if you are an individual entrepreneur, then you will not be able to sell your business as a company. It is also impossible to buy a business in the form of individual entrepreneurship.
You can buy, for example, equipment, real estate, transport or goods from an individual entrepreneur, as from a private individual.
The same is true with the sale of a business from an individual entrepreneur.
6. An LLC has some significant differences, for example, from an individual entrepreneur (individual entrepreneur)
The LLC has its own name and has no restrictions on conducting commercial activities (subject to licenses and permits).
Society also pays higher taxes than individual entrepreneurs. It is more difficult to maintain company accounting; LLCs also have higher fines, taxes, and more complex reporting than individual entrepreneurs.
These are the most basic points you need to know before registering your LLC.
In what cases is it better to open an LLC:
- If you want to do government work. procurement or participate in tenders (quotations). In most cases, individual entrepreneurs are not allowed to participate in such competitions.
- If you want to sell alcohol or engage in other activities that are not permitted by law for individual entrepreneurs.
- If you want to impress your clients or business partners. LLC traditionally looks more solid, as it is considered a full-fledged company with its own name.
- If you do not want to take much risk by answering your obligations with your personal property. In the event of a debt to third parties, the LLC is liable for it only within the limits of the Authorized Capital, the minimum amount of which today is 10,000 rubles.
For comparison, if you are an individual entrepreneur, your transport, real estate, goods, and funds may be recovered from you in court. According to the law, an individual entrepreneur is liable for his obligations with all his property.
In the case of registering an LLC, you have much less risk of being left with debts.
2. Package of documents for LLC registration
If you decide to open an LLC on your own, then for registration you will need the following documents:
- All-Russian Classifier of Types of Economic Activities (OKVED - 2018)
- Application on form No. R 11001
- The founders' decision to create an LLC
- LLC Charter
- Receipt for payment of state duty for LLC registration. Currently, the state fee for registering an LLC is 4,000 rubles. However, there are rumors that it could rise to 6,500 rubles. The payment document form can be generated on the official website of the Federal Tax Service and paid at the bank.
- Application for transition to a simplified taxation system.
Attention! You fill out this application only if your type of activity fits the “simplified” category. Please consult with your accountant before submitting documents. - Letter of guarantee from the owner of the legal address (location of your future LLC). Required in original. You can buy (rent) a legal address from companies providing such services in your city.
- A document confirming payment of the authorized capital of the LLC (issued by the bank) or the conclusion of an independent appraiser on the availability of the necessary authorized capital contributed in non-monetary form when creating the LLC.
You can prepare these documents for registering an LLC either yourself or seek help from specialized companies that deal with the preparation of documents for legal entities and individual entrepreneurs.
You can also prepare documents for LLC registration free of charge through the 1C-Start online service. At the exit, you will receive forms filled out without errors, which you just need to print and submit to the tax authority. This way, already at the first stage, you save your money and time, insure yourself against refusal by the Federal Tax Service, without delving into the complex language of the legislation.
3. How to register an LLC yourself - 10 simple steps
Step 1. Get acquainted with the legislation on limited liability companies
Before opening an LLC, I strongly recommend that you familiarize yourself with the legislation in this area.
To do this you will need two basic laws:
- Federal Law “On Limited Liability Companies” No. 14-FZ of 02/08/1998
- Federal Law “On State Registration of Legal Entities and Individual Entrepreneurs” No. 129 of 08.08.2001
To create a hassle-free LLC, take the time to familiarize yourself with these laws. After all, it’s better to devote an hour or two of your time to this than to then waste days correcting errors in documents.
Step 2. Decide on the types of activities
If you have already decided what you are going to do, for example, sell wholesale building materials, then you will need to find the code for this type of activity in (All-Russian Classifier of Economic Activities).
To do this, download it, open it and find the type of activity that suits you.
Let's take a look again at what you need to do:
- We fill out form No. P 11001. All information about the founders, as well as the types of activities that the company will engage in, are indicated here.
- We fill out the decision of the founders on the creation of an LLC (bring the original of this document to registration).
- We draw up the Charter of the LLC (required in 2 copies).
- We enclose a receipt for the state fee for registering an LLC in the amount of 4,000 rubles (original).
- We fill out an application for transition to a simplified tax system (when conducting business on a simplified taxation system).
- We enclose a letter of guarantee from the owner of the legal address (owner of the premises).
- A check or an expert appraiser's opinion on the contribution (payment) of the authorized capital of the LLC.
After this, we submit documents for registration.
If you have any difficulties filling out the documents, then contact a lawyer you know, he will tell you how to fill them out correctly, and for a certain fee they will also provide you with the “turnkey LLC registration” service without any problems.
Step 8. Receive documents
If all documents were completed correctly, the state. The registrar at the tax office accepted them and gave you a receipt, then within 5 working days they will open an LLC for you.
You will receive the entire package of documents, including the LLC registration certificate, which you will need in the future to make a seal.
Please check the received documents carefully!
Not often, but it happens that people make mistakes in numbers and data when preparing documents. The human factor has not yet been canceled.
If everything went smoothly, congratulations, you are now a full-fledged owner of your own company!
There are still a couple of steps left to start official activities.
Step 9. Order a print
You can order a stamp from any stamp manufacturing company. Registering an LLC involves this mandatory step. To do this, take with you the constituent documents (TIN, OGRN certificate).
When making a seal for an LLC, you will be offered a catalog of different design options for its design. All you have to do is choose the option you like.
Print production time ranges from several hours to 2 days in different companies.
Along with the seal, I advise you to immediately purchase ink for it.
Once completed, your print will look something like this:
You will need a seal when signing contracts, executing transactions, and in all cases when you certify something on behalf of your LLC.
Step 10. Open a current account
By law, an LLC is required to have a current account, and the company must transfer all money received there.
You can open a current account at any bank that provides this service. At the same time, pay attention to the tariffs.
Everyone has different conditions for opening an account and maintaining it.
Some banks have a subscription fee, but in others there is no such fee and you pay either a small amount for one transaction or a percentage of the account turnover.
Very important!
An entrepreneur I know went bankrupt and lost about a million rubles in his current account!
You probably know that deposits of individuals are insured by the state and if the bank’s license is revoked, you are entitled to compensation of up to 700,000 rubles.
This does not apply to commercial organizations, and if the bank’s license is revoked, then you lose money in your current account.
Therefore, open a current account for your LLC only in reliable and well-known banks.
4. What to do after opening an LLC
After you have opened an LLC, you must:
1.Go to the statistics department at the place of registration of the company
Correctly, this department is called “Territorial body of the Federal State Statistics Service (for the city of Moscow)” - here Moscow is taken as an example. You go to the statistics department for your city.
There you will be given the codes assigned to the LLC upon registration.
2. Register with extra-budgetary funds (Social Insurance Fund, Pension Fund)
Go to the FSS and Pension Fund. So they will tell you everything and help you fill out the necessary papers.
After all these procedures, you can fully work.
All you have to do is keep reports and submit them, for this I recommend that you take advantage of the capabilities of Internet accounting “” and keep reports using this service.
Registration of an LLC is carried out at the registering tax office; for this it is necessary to collect a package of documents for registering the LLC, pay a state fee and notarize the application for registration and make a notarized power of attorney to an authorized person to submit and receive documents. If the applicant personally submits documents for registration, there is no need to have them certified by a notary; it is enough to present a passport when submitting documents.
List of documents for LLC registration
Depending on the number of founders in the company being created, the required package of documents for registration will differ in the presence of a decision of a single participant or a protocol and agreement on establishment.
List of documents for registering an LLC with one founder
If the founder of the company is one individual, then it is necessary to provide:
- Sole participant decision No. 1. Which specifies the decision to create a company, approval of the company’s charter, information on the appointment of the company’s management body, as well as the size of the authorized capital, the procedure and terms for its payment;
- The charter of the company in the amount of 2 copies, since one will be transferred to the state registration authority. This document is a constituent document and, if requested, only a notarized copy is provided. The original must always be kept in the company's personal file. The charter of the LLC must contain information such as the name of the LLC (both full and abbreviated), the registration address of the company, data on the amount of the authorized capital, the rights and obligations of the participant;
- Application for registration of a company to the tax authority in form No. P11001 (IFTS No. 46 for Moscow - in case of registration of an LLC in Moscow);
- A letter of guarantee from the landlord to the legal address and a copy of the certificate of ownership. Provided if the company is registered at a location other than your registered address;
- Copies of passports of the founders and the head of the company (general director). In the event that foreign citizens participate in registration, a notarized translation of the passport must be attached;
- Application for transition to the Simplified taxation system in 3 copies. (if you choose a simplified taxation system);
- Receipt for payment of state duty in the amount of 4,000 rubles.
Documents for registering an LLC with two or more founders
In the event that the founder of the company will be 2 (two) or more participants (both individuals and legal entities), then it is necessary to provide:
- Protocol on the establishment of the company. The protocol states the desire of the participants to establish a society. It must contain information about the founders of the company, information about the chairman of the general meeting of shareholders of the company and the secretary who entered the data into the minutes, information about the agenda, the decision made and the signatures of all participants and the secretary as well. The protocol on establishment contains such information as consideration and approval of the company's charter, consideration and signing of the agreement on the establishment of the company, determination of the size and type of contributed authorized capital, appointment of the general director and assignment of registration obligations to one of the founders for opening an LLC;
- Agreement on the establishment of a company. This agreement specifies the decision of the founders to carry out joint activities aimed at making a profit. The size of the authorized capital is prescribed, how it will be formed, whether the share of one of the participants will be inherited and how it will be transferred;
- Charter of the company in the amount of 2 copies;
- Application for registration of a company to the tax authority (IFTS No. 46 for Moscow - in case of registration of an LLC in Moscow);
- Letter of guarantee from the landlord to the legal address;
- Copies of passports of the founders and the head of the company (general director);
- Application for transition to the Simplified taxation system 3 copies. (if you choose it as the taxation system for your society);
- Receipt for payment of state duty in the amount of 4,000 rubles.
Submitting a completed package of documents to the tax office
Before submitting this package of documents to the tax authority, you need to have the registration application certified by a notary and make a notarized power of attorney to an authorized person to submit and receive documents. All founders of the company and the general director must go to the notary. Notary services are paid. If the applicant personally submits documents for registration, there is no need to have them certified by a notary; it is enough to present a passport when submitting documents.
Next, you need to go to the registration authority and submit the prepared documents for registration. The inspector will give you a receipt for receipt of documents, which will indicate the date of receipt of registration documents.
After 3-4 working days, along with a receipt, you go to the tax office and receive your registration documents for the company.The process of opening a Limited Liability Company takes longer.
In addition, to register an LLC with the tax service, you will need to collect an impressive package of documents. We will tell our readers what these documents are today.
From our material today, the reader will learn what documents are needed to open an LLC in 2017. In particular, we will tell you what the package of necessary documents depends on. We will also touch on the topic of what documents the Federal Tax Service should issue to a newly registered LLC.
LLC Laws
Before you start collecting documents for opening an LLC, it is advisable to familiarize yourself with the following federal laws:
1. “On Limited Liability Companies” No. 14 -FZ dated 02/08/1998 (as amended on 07/03/2016).
2. “On state registration of legal entities and individual entrepreneurs” No. 129 dated 08/08/2001 (as amended on 12/28/2016).
After familiarizing yourself with these laws, you can begin collecting the documents necessary to open an LLC.
Preparation of documents
The answer to the question of what documents are needed to register an LLC is ambiguous. The fact is that the package of documents for registering an LLC may differ depending on the following factors:
- type of activity of the company (OKVED codes);
- number of founders;
- amount of funds;
- Business name;
- taxation system;
- location of the company and its address.
Regardless of the above factors, the documents required for registering an LLC are as follows:
1. Passport details of the founders.
2. Passport details of the manager.
3. TIN of the founders and manager (if available).
4. A photocopy of the ownership of the premises (letter of guarantee from the owner of the premises, consent of the owner of the property, if registration is made at the home address).
Documents for submission to the tax service
In addition to the above papers, you need to submit the following documents to the tax office to register an LLC:
- application for state registration of a legal entity upon creation (form P11001);
- LLC charter (2 copies);
- protocol on the establishment of an LLC;
- agreement on the establishment of an LLC (if there are several founders);
- a photocopy of the certificate of ownership of the premises (or the original letter of guarantee from the owner of the premises);
- receipt of payment of the state fee for registration of a legal entity (in the amount of 4,000 rubles);
- application for transition to the Simplified taxation system (form 26.2-1) if you wish to work on the simplified tax system;
- employment contract with the manager.
The LLC charter must contain the following information:
- LLC name;
- procedure for exit of founders;
- LLC location;
- size of the authorized capital;
- information about the structure;
- the procedure for making and implementing management decisions;
- the procedure for the withdrawal of members of the organization;
- the procedure for storing and providing information and documents about the founders of the LLC;
- a list of rights and obligations of owners and members of the organization;
- information on the distribution of responsibilities between divisions of the LLC;
- procedure for storing and providing information and documents about LLC participants
- procedure for making changes to the Charter.
At the request of the founders, the Charter of the LLC may contain, in addition to the mandatory ones, additional information and regulations for the activities of the LLC.
Don't forget to have your signature certified by a notary on the LLC registration application.
The decision on the formation of a Limited Liability Company must be provided in the original, and the Charter - in two original copies. A receipt for payment of the state duty is also required.
Documents are submitted to the Federal Tax Service, located at the location of the company’s legal address.
LLC registration documents
The Tax Service reviews the package of documents for opening an LLC within three working days. After this, the Federal Tax Service notifies the applicant that registration has been successfully completed, or registration of this company has been denied.
If a positive decision has been made, the tax inspector issues:
1. OGRN certificate.
2. Extract from the Unified State Register of Legal Entities.
3. Charter with the stamp of the Federal Tax Service.
When issuing, check the correctness of the data specified in the documents. If you find an error, immediately return the documents to the inspector to correct the discrepancy.
What to do after opening?
After you have received the documents from the tax office, you need to do the following:
- receive a letter from Rosstat (it will indicate the codes assigned to the LLC);
- order a company seal;
- open a bank account;
- register with extra-budgetary funds.
Now you know what documents are needed to register an LLC in 2017. In conclusion, I would like to note that if you have enough money and do not want to waste your time collecting and submitting documents to open an LLC to the tax service, you can contact a specialized company. As a rule, the cost of services from such companies is several thousand rubles.
And you can significantly reduce the administrative burden already during the operation of the company by organizing the submission of reports in electronic form.
Required Forms
By clicking on the buttons below, you can download an application for registration of an LLC (form P11001), as well as an application for transition to the simplified tax system.
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