Opening a new company step by step instructions. What is easier to reanimate an old LLC or open a new one? Registration received: what to do next

18.05.2020

Starting your own business involves a step-by-step process state registration, after which a registration certificate for the lesson is issued commercial activities. The organizational and legal form of an LLC allows you to conduct a legal business related to the production and release of any product or the provision of any services with the opening of a license for a certain type of activity.

Limited Liability Company (OOO) - an economic company established by one or more legal entities and / or individuals, the authorized capital of which 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.

Limited Liability Company ( OOO) - the most suitable form for organizing a small business

Necessary information for preparing a package of documents:

Name;
Legal address;
The number of founders and their passport data;
The amount of the authorized capital (minimum 10,000 rubles);
Distribution of shares of the authorized capital between the founders;
Types of economic activities of OKVED(what will the company do);
CEO (this may not be the founder);
Taxation system.

Step 1. Preparatory stage

At this stage, you need to determine the main characteristics, decide why you need an LLC, what activities you will conduct, it is possible that you do not need an LLC, but it is more profitable to work through an individual entrepreneur.

Choosing a brand name

Law “On State Registration of Legal Entities and individual entrepreneurs» provides that a legal entity must indicate the full company name with the organizational and legal form during registration, it can also indicate: abbreviated name, company name, name in the language of the peoples of the Russian Federation and name in foreign language.

Choosing a legal address

In the legislation of the Russian Federation there are no concepts of a legal and actual address. There is only the concept of "location of the Company", it is determined by the location of the permanent executive body (Head). The legal address and the actual one must match and comply with the Charter of the Company.

You will need to provide a letter of guarantee from the owner of the premises on which the activity will be carried out. If you are both a founder and a leader (a person who has the right to act on behalf of an LLC without a power of attorney), then you can register a company at a permanent registration address (home address), this largely depends on the tax office and the region where you are registered.

Selection of OKVED activity codes

In the application for registration of an LLC, you will need to indicate the codes of the types of activities that you intend to engage in. Codes can be found in OKVED - the All-Russian classifier of types of economic activity. The first code that you enter in the list will be the main one. You have the right to enter an unlimited number of codes in the application, but, firstly: indicating more than 20 codes may lead to a technical failure and refusal to register, and secondly: if later you decide to change or add something to your activities more - for this it will be enough to submit an application for registration of changes.

When creating a legal entity for state registration, the following documents are submitted to the Interdistrict IFTS:

The charter of the LLC is drawn up in two copies.
Receipt for payment of the state fee for registration of a legal entity (can be paid on the spot, the paid receipt must be backed up to the top edge of the first page of the P11001 application)
Application for state registration of a legal entity upon creation in the form P11001;
The decision of the sole founder to establish an LLC or the Minutes of the meeting of participants.
Agreement on the establishment (creation) of an LLC (if there is more than one participant).
A copy of the certificate of ownership of the premises;
A letter of guarantee from the owner of the premises (if the premises do not belong to you).

Basic documents can be generated for free using the 1C-Start service. This service will tell you how to draw up documents, pay the state fee and submit it to the registration authority, as well as instruct you on the first steps after your successful registration.

Please note that two-sided printing documents submitted to the registration authority is prohibited!

What is indicated in the decision and protocol

The decision of the sole founder reflects the fact of the decision to establish the company, company name (full and abbreviated), address, decision to approve the charter, the amount of the authorized capital, the name of the sole executive body, the person who is appointed to the position of head, the person who is authorized to represent the company on registration issues. In the protocol general meeting founders, in addition to the above, reflect the decision to sign the agreement on the establishment of the company, the size of the shares and their nominal value. The decision and protocol are assigned the number 1.

When is a contract needed?

An agreement on the establishment of a company is required if the number of founders is more than one. In principle, the same information is indicated in the contract as in the protocol, only in more detail. It is in writing. The number of copies depends on the number of participants - one for each. In addition, one copy is issued for the registration authority.

Charter of the society

The charter is founding document society. It must contain not only the information listed in the decision on founding, but also the rights and obligations of the company, the procedure and consequences of withdrawal from the membership, the procedure for the transfer of shares and other information provided for by law. The members of the company, as well as their shares, are not indicated in the text of the charter. Participants put their signatures and their transcript only at the end of the charter, on the last page. The charter sheets must be stitched, numbered and sealed with the appropriate signatures. Changes to the charter of the company are made by decision of the general meeting of participants.

Step 3. Registration with the interdistrict IFTS

All founders go to the tax office, taking their passports with them, and submit a package of documents to the inspector at the registration window. The presence of the head (general director), if he is not the founder, is not required. Each founder, on his Sheet H of the application, fills in the full name field by hand with a pen with black ink. and signs the applicant in the presence of the tax inspector. Then he receives a receipt in receipt of the documents submitted by the applicant to the registration authority with the mark of the inspector.

The service reviews your documents within five working days. Then he notifies, either about registration with the subsequent receipt of documents, or refuses to register the company.

Since March 21, 2011, the Interdistrict Inspectorate of the Federal Tax Service of Russia No. 15 for St. Petersburg (Single Registration Center) is located at: 191124, St. Petersburg, st. Krasny Tekstilshchik, 10-12, letter "O", entrance from Sinopskaya embankment. Documents are submitted upon presentation of the passport of the head or a power of attorney from him.

The term for consideration of an application for registration of an LLC is 5 days, after which you can receive a ready-made package of documents at the Unified Registration Center. Documents must be received by the General Director or an authorized representative. Registration is carried out on a one-stop basis. The tax inspectorate itself must register the LLC with the regional tax office and funds. In practice, it happens that when you receive documents at the tax office, you will not be given some notifications, in which case you must register yourself.

At what point is a society considered established?

The decision on state registration is the basis for making an appropriate entry in the state register. In this case, the company is considered to be established at the time of making an entry in the state register.

What documents should be issued to you at the inspection

Not more than five working days after the submission of documents for registration, you can receive the following documents from the inspection:

certificate of state registration of a legal entity;
certificate of registration with the tax authority;
single record sheet state register legal entities;
one copy of the charter with the seal of the tax.

The most important thing is to check the correctness of all data when issuing, if a discrepancy is found, then you need to return the documents to eliminate the mistakes made by the authorities.

Step 4. Making a seal

The Federal Law of the Russian Federation "On Limited Liability Companies" states that an LLC must have a round seal at its disposal, the seal of the enterprise must contain:

full company name, obligatory in Russian;
form of ownership (LLC, CJSC JSC or state);
location address;

To date, there are no specific requirements for additional details contained on the seal of the organization, and the legislation does not prohibit placing on the stamp Additional information, for example, TIN and ORGN, or a logo. However, limited liability companies are prohibited from placing objects of state symbols on their seals.

Step 5. Opening a bank account

A limited liability company is a legal entity and can only make payments by bank transfer. You can open a bank account at any bank. When choosing a bank, you should pay attention not only to the cost of opening a current account, but also to the cost of its maintenance.

Required documents for registration of LLC

Step-by-step instructions for registering an individual entrepreneur

Before starting the activity of an entrepreneur, it is necessary to obtain state registration. The simplest form is IP registration.

The rules for state registration are established by the Federal Law of 08.08.2001 No. 129-FZ “On State Registration of Legal Entities and Individual Entrepreneurs”.

Sole Proprietor, Individual Entrepreneur- this is individual, which has received state registration in the manner prescribed by law, and carries out entrepreneurial activities without forming a legal entity.

Step 1. Selection of OKVED activity codes

In the application for registration of an individual entrepreneur, you will need to indicate the codes of the types of activities that you intend to engage in. Codes can be found in OKVED - the All-Russian classifier of types of economic activity. The first code that you enter in the list will be the main one. You have the right to enter an unlimited number of codes in the application, but firstly: specifying more than 20 codes may lead to a technical failure and refusal to register, and secondly: if you later decide to change or add something else to your activities - for this it will be enough to submit an application for registration of changes.

The logic for choosing codes is simple - there are parent groups of activity codes and there is a more precise indication of the type of activity in this parent group. If you choose just the parent group as a code, you will have the right to engage in all activities that are part of this group, and vice versa - if you specify the exact code, you will cut off other activities of this parent group.

It is not always possible to know in advance what you will do in the future, so it will be more practical to indicate common parent groups.
But it should be borne in mind that the code of such a group must be at least 3 digits.

Step 2. Preparation of constituent documents

For state registration of an individual as an individual entrepreneur, the following documents are submitted:

an application for state registration signed by the applicant in the form No. P21001, where the notary certified the signature of the applicant;
a copy of the main document (passport) of an individual registered as an individual entrepreneur (notarized).
receipt of payment of state duty in the amount of 800 rubles.

Make a copy of every page of your passport. The number of copies must be equal to the number of pages of the passport. If you take the documents to the inspectorate in person, a regular photocopy will be enough for you, but if you decide to send the documents by mail, you need to notarize a copy of your passport. If you do not do this, your registration will be denied and your documents will be returned back.

Step 3. Payment of the state fee

Payment is made at any of the branches of Sberbank according to the passport of the future individual entrepreneur.

Step 4. Registration with the interdistrict IFTS

Step 5. Obtaining constituent documents from the MIFNS

The term for consideration of an application for registration of an LLC is 5 working days, after which you can receive a ready-made package of documents at the Unified Registration Center. Documents must be received by an individual entrepreneur or an authorized representative. Registration is carried out on a one-stop basis. The tax inspectorate itself must register the LLC with the regional tax office and funds. In practice, it happens that when you receive documents at the tax office, you will not be given some notifications, in which case you must register yourself.

The set of documents includes:

certificate of registration of an individual entrepreneur OGRNIP (main state registration number of an individual entrepreneur)
EGRIP record sheet (Unified State Register of Individual Entrepreneurs)
TIN certificate ( An identification number taxpayer)

Step 6. Obtaining permits giving the right to conduct a certain type of activity

If required by the specifics of your chosen activity.

For example, if you are going to open a retail outlet, then you will need to collect the appropriate package of permits. When opening outlet the list of actions to obtain such documents will include:

Obtaining a sanitary and epidemiological conclusion from Rospotrebnadzor.
Obtaining a license for retail sale alcoholic products(if it is needed).
Registration cash registers(in the Interdistrict IFTS).
Conclusion of a contract for the lease of retail space
etc.

Step 7: Making the Seal

The law of the Russian Federation does not provide for the obligation to have the seal of an IP (Individual Entrepreneur), with the exception of entrepreneurs providing services to the public who do not use CCP. In this case, printing is required.

In the Federal Law No. 54-FZ, paragraph 2 of Article 2 establishes that organizations and individual entrepreneurs can pay in cash or use payment cards without using cash register equipment while issuing appropriate forms of strict reporting to the population. The requirement for the execution of the Form of Strict Reporting is given in the Government Decree Russian Federation dated 06.05.2008 N 359, which approved the Regulation on the implementation of cash settlements and (or) settlements using payment cards without the use of cash registers. Subparagraph “i” of clause 3 of the Regulations establishes that the document as a mandatory requisite must contain the “seal of an individual entrepreneur” (individual entrepreneur). Thus, the Regulation, approved by Decree of the Government of the Russian Federation of 05/06/2008 N 359, directly provides for the affixing of IP on the BSO with the IP seal.

In all other cases, printing for IP is not required.

To date, there are no specific requirements for additional details contained on the seal of the organization, and the legislation does not prohibit placing additional information on the stamp, for example, TIN and ORGN, or a logo. However, it is forbidden to place objects of state symbols on your seal.

Step 8. Opening a bank account

If you plan to work by bank transfer, then you will need to open a current account for individual entrepreneurs. However, if you ONLY use cash, you do not need a checking account. But when the business gradually begins to bring more and more significant income, then a current account for an individual entrepreneur becomes a necessity.

You can open a bank account at any bank. When choosing a bank, you should pay attention not only to the cost of opening a current account, but also to the cost of its maintenance.

After submitting all the necessary documents, the bank opens a current account.

As a rule, the bank must provide:

The passport;
A photocopy of the passport;
A photocopy of the TIN;
IP registration certificate;
A photocopy of the IP registration certificate;
A photocopy of an extract from the register of individual entrepreneurs;
A photocopy of a leaflet issued by the Federal State Statistics Service.

Finally

The entrepreneur must report the opening of an account to the registering authority, as well as to the funds within 7 days from the date of opening. This must be done in writing by filling out a special form. Also, in some cases, it will be necessary to notify the tax authority about opening a personal account only if it is used in entrepreneurial activity. If an individual entrepreneur has opened a bank account for personal use, then it is not required to notify the tax authority about this.

After receiving the Certificate of state registration of IP, it is necessary to obtain information mail from Federal Service state statistics Rosstat (formerly Goskomstat).

Pension Fund (PFR) and Fund social insurance(FSS) register you without your participation, letters about this are sent to your registration (propiska) address. If you apply the simplified taxation system (USNO), the taxable base is reduced by the amount of contributions to the Pension Fund, regardless of the object of taxation (be it income or income reduced by the amount of expenses).

Note: Be sure to check the relevance of the forms of documents for registering an individual entrepreneur at the present time in the registering organization.

Documents required for registration of IP

This article will be devoted to the issue of self-registration of an LLC. It contains detailed instructions and answers many questions (collection of documents, opening an account, and others). Based on the results of its study, you will be able to understand for yourself whether it is worth registering yourself or seeking help from specialists.
This instruction was created so that you can open an LLC (limited liability company) on your own by following the steps indicated.

1. List of documents for opening an LLC

The collection of documents required for opening should be determined by the following questions:

What will be the focus of the future LLC;
How many founders will participate in this project;
The amount of your money;
The name of your future limited liability company;
Address of the society, location of the future office.

2. Submission of documents

The next stage is the submission of a package of documents required for registration. If you planned the organization of your future business, then you probably already have an idea about the direction of your activities in the formation of society.

The registration of a limited liability company implies, first of all, the filing of an application for such registration. There is a section in it in which it is necessary to indicate the OKVED codes, in other words, these are the types of activities that your company will be engaged in in the future.

When forming your own list of future activities, it is preferable to choose more codes. Most often, 20 codes are used in practice (it is not recommended to take more). Among them, as a rule, are those types of future activities that you may not be engaged in. This must be done so that later it would not be necessary to additionally register more OKVED codes, because a state fee of 1200 rubles will have to be paid for this procedure. It will also be necessary to amend the Charter.

In the first place in this list should be the type of activity that will be the main one. When specifying the OKED code, use at least 3 digits. This will have an impact on the insurance rate (its size) against various accidents, as well as on the ability to receive benefits from the Pension Fund. Notification of the assignment of OKVED codes can be obtained upon registration with the tax authority, as well as independently. Then you will need to contact the territorial body of the Federal State Statistics Service. You can also get codes in profile legal organizations(approximate cost - 1500 rubles, delivery time - 1 working day). The code classifier itself includes almost all possible activities.

You will have to submit to the registering authority a decision on the formation of an LLC, the Charter of the company (2 copies). These documents must be originals and not copies. And you will need a receipt for payment of the state fee.

3. Who are the LLC Founders?

In accordance with No. 14-FZ "On LLC", citizens (IMPORTANT: the presence of legal capacity and the age of majority both for citizens of the Russian Federation and for foreign ones) and legal entities (Russian and foreign) can act as founders (participants) of the company. An LLC can also be established by one member. The number of participants should not exceed 50. provided:

for making contributions to the authorized capital in a timely manner;
for the activities of the company within the value of contributions;
for obligations arising from the establishment of an LLC (such as payment of expenses associated with the creation of a company).

There is a more detailed article about, where everything is described in more detail.

Before opening an LLC, what areas will be in demand in the future.

4. Charter of LLC

This document is the founding document for the society. In accordance with the above law, the content of the charter of an LLC is as follows:

Full, abbreviated name of the company
Location information
Information on the amount of the authorized capital
Composition, competence of bodies
Rights, obligations of members of the company and other information contained in the Federal Law "On LLC".

5. Round seal. Requirements for printing LLC.

In accordance with the already mentioned law, each LLC must have a round seal. It must contain the FULL company name of the LLC (IMPORTANT: in Russian), as well as an indication of the location of the company. If desired, the seal may indicate the name in a foreign language or in the language of the peoples of the Russian Federation. Any Law Firm, which provides LLC registration services, has a standard package of these services, which includes the production of seals. It is also possible to order a print in copy centers. An order for a print costs between 500-700 rubles, and its production time ranges from 1 to 3 days.

6. Opening a current account for LLC

As legal basis opening an account is a bank account agreement, which is also referred to as an agreement on settlement and cash services. Before opening an account, read the terms and conditions of several banks. Only after analyzing the information received, make the most suitable bank for you.

To open an account you will need:

Application (the form is provided by the bank);
Documents of your organization (charter, minutes of the meeting of founders). They will need to make copies;
Card containing samples of signatures, seal imprint. It must be notarized;
Certificate of state registration;
A copy of the lease agreement to the legal address;
A document that confirms the authority of persons to manage the account.

When the documents are submitted to the bank, a current account will be opened for your company within a short period of time.

Account opening must be reported within 7 days tax office and the Social Security Fund. If this requirement is not met, then you will be fined - 5000 rubles.

Legal agencies provide services for opening a current account. Their cost is approximately 2500 rubles.

7. Registration of an LLC at the home address of the founder

The Civil Code provides for the possibility of carrying out entrepreneurial activities in residential premises. Thus, registration to the home address of your society is possible. The ideal option is to register at the address of the director, who is also the founder and is registered in the apartment. He doesn't have to be the owner. In this case, the tax office most often accepts documents. If the director is not a founder, then in most cases the tax office also does not find fault with the documents. But it is impossible to give an unambiguous answer whether you will be refused or not. If the director has a residence permit, then the registration will be successful.

If you want to register at the address of a founder who is not a director, then in almost all cases the tax office will refuse you. Of course, there is the possibility of obtaining permission, but it is better not to risk it.

In order to register, you need to submit the following documents:

Copy of passport (notarized);
A copy of the certificate confirming the right to property;
Owner's consent to registration in writing.

If your documents are in order, then you will not have problems with registration.

Registering an LLC at a home address has its advantages and disadvantages. The advantages of this option include solving the problem of mismatch between the legal address and the actual one. It will also save you money on office rent. And, finally, this will act as a guarantee of your independence, since in this case no one will be able to break into your “office” without a court order.

Now to the disadvantages. If your company is in debt, the bailiffs can describe the property that is in your apartment. Another disadvantage is that your counterparties may have an opinion about the lack of solidity of a company that is registered at a home address. The bank in which you are going to open a current account in the future may also respond.

In general, such registration has both pluses and minuses. To use this option or not is up to you.

8. What to do after registering an LLC?

So, you have received a certificate of registration. But you will need to complete a number of steps before starting your activity.

As a result, it should be noted that, as a rule, the collection of documents for registration takes a significant amount of time. If you do not want to do this yourself, then a large number of law firms provide these services. Such law firms in practice take about 10 thousand rubles for registration. Therefore, depending on the availability of your time and desire, you can hire a specialist or register a limited liability company yourself.

Video about the registration of LLC:

Numerous registrations of new firms and enterprises occur daily in all areas of business. Of course, entrepreneurs can turn to professionals for help, and this will speed up the procedure, because they will be able to avoid many mistakes. But you can open an LLC on your own, having prepared well and using the step-by-step instructions for registering.

A limited liability company (common abbreviation - LLC) is a business company established by one or more legal entities or individuals, the authorized capital of which (at least 10 thousand rubles, or property for that amount) 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 organized LLC.

LLC registration procedure - step by step instructions

Registration of a legal entity is one of the first steps towards the creation own business. After that you can. Various business ideas and guides for starting your own business can be found on our website.

For example, read on how to open a barbershop. detailed instructions what you need to open a hairdresser and how much money you need for this.

What documents are needed to register an LLC with the tax office?

IMPORTANT! Remember that incorrectly completed documents may result in a refusal to register, and then you will have to pay again for the consideration of the application in the amount of 4,000 rubles and have it notarized for 500 rubles.

Submit documents for registration

Your next step will be to submit the collected package of documents for the registration of an LLC. Naturally, you will have to stand in line of those who want to register their business.

Only the applicant has the right to submit documents, although this can also be done by mail. But then the wait can be stretched out, and there is no guarantee that everything will come in full.

After the documents are submitted, do not forget to get a receipt with a description of the list of documents and the specified date when you can come for a certificate of registration of the LLC. The term for processing documents and preparing a certificate is on average from a week to 10 days.
On the appointed day, come to the tax office and get:

LLC registration certificate;
certificate of tax registration;
notifications from the Pension Fund and the Social Insurance Fund and statistics codes.

Company seal

Next, you need to make a seal of your company. To do this, go to one of the companies that manufacture them. By law, the seal must be round, with the full name of the enterprise and address. What else to depict on it is a matter of your desire. This service costs approximately 500–750 rubles and is provided within three days.

We bring to your attention a few more business ideas, for example. The hostel is a mini-hotel for unpretentious tourists.

Maybe you've been thinking about opening flower business? Read all about how to open a flower shop.

If you like the clothing trade, then consider such a business idea as a children's clothing store. Children grow up quickly, so they, unlike adults, need to update their wardrobe much more often. Read on this link how to open a children's clothing store.

Open a bank account

As soon as you receive a seal, you can go to the bank with a set of the following documents:

decision to establish an enterprise;
list of LLC participants;
a notarized copy of the articles of association;
order on the appointment of the general director and chief accountant.

In exchange for the documents submitted to the bank, you will be given several questionnaires, an agreement, an application and cards with samples of signatures and seals. All received papers are filled out, and the cards are certified by a notary (that is, you will have to sign and seal in his presence).

Take the finished package to the bank and expect 1-3 days. Most likely, the account will be opened the next day.

This completes the LLC registration process.

STEP #1: Preparation for LLC registration
- 2. Address of the legal entity
- 4. Selection of the director of the LLC
- 5. Amount of authorized capital
STEP #2: Create a company charter
STEP #3: Letter to provide a copy of the charter of the company before opening
STEP #4: The decision to create an LLC - several or one founder
STEP #5: Establishment agreement (if 2 or more founders)
STEP #6: Confirmation of the legal address of registration
STEP #7: Application for LLC registration
STEP # 8: Payment of state. LLC opening fees
STEP 9: Submission of documents for registration to the tax
STEP #10: Obtaining documents on opening an LLC
STEP #11: Receive notification of assignment of statistics codes
STEP #12: Making the LLC Seal
STEP #13: Opening a checking account
STEP #14: Beginning of LLC practical activity

Limited Liability Company (LLC) is created by one or more individuals entity, the authorized capital of which is divided into shares, while the participants of the company themselves are not liable for its 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.

It is worth noting that the process of opening an LLC requires a special approach. Most businessmen who open a legal entity for the first time turn to specialists for help. The cost of services for the preparation of documents for registration of a legal entity starts from 5,000 rubles. This action is absolutely justified, since there is a risk that the tax authorities will refuse to register an LLC, for example, due to incorrectly prepared documents. Thus, you run the risk of wasting your time and money (the state duty of 4000 rubles is not returned) for nothing.

Therefore, in order to minimize the likelihood of errors during the registration of a legal entity, we suggest considering a step-by-step algorithm for opening a limited liability company (See also: Registration of an LLC with two or more founders):

STEP #1: Preparation for LLC registration

1. Name of organization (LLC)

The creation of an organization begins with the choice of its name. When choosing the name of the Company, one should adhere to the requirements of the legislation of the Russian Federation. The company must contain the full company name in Russian and begin with the words: "Limited Liability Company" and has the right to have an abbreviated name in Russian. An example of a correct company name: Full name: Mayak Limited Liability Company Abbreviated name: Mayak LLC

Forbidden:

use full or abbreviated names of bodies in the name of the company state power any level, official names of the Russian Federation and foreign states;
use full or abbreviated names public organizations, international and intergovernmental organizations;
use words and phrases that are contrary to public interests and morality.

2. Address of the legal entity

Legal address future organization Can be used as own space or rented. If, when registering an LLC, a rented premises acts as a legal entity, then when submitting documents, you should take a letter of guarantee from the owner of the premises stating that he undertakes to provide you with the premises as a legal address. Sample letter of guarantee

3. Number of founders of the company

It is necessary to determine how many founders the created organization will have. The founders of an LLC can be either several individuals or legal entities, or one single person (single member).

4. Selection of the director of the LLC

To manage the current activities of the company, the general meeting of its founders elects the General Director for the period established by the charter of the company. The general director of an LLC may be a person who is not a member of the company. Job title Director General LLC is appointed by the general meeting of founders.

5. Amount of authorized capital

When creating an LLC, it is necessary to form and make authorized capital of the company. The minimum amount of the authorized capital of an LLC is 10,000 rubles (as of 2014). The authorized capital of the company consists of the value of the contributions of its founders and can be contributed both in cash and in property form.

6. Determination of the types of activities of the company (OKVED)

Before submitting an application for registration of an LLC, you must select OKVED - all-Russian classifier types of economic activity. It is advisable to choose several OKVED codes (up to 20), since organizations are not prohibited from engaging in several types of activities. Why do I need to register OKVED codes in advance? Because for the subsequent entry into the Unified State Register of Legal Entities, you will be required to pay an additional fee. Therefore, you should decide in advance on the possible types of activities of the LLC and select from the collection of OKVEDs desired codes. At the same time, the first OKVED code is the main one, and the subsequent ones are additional.

7. Choosing a taxation system

An important step is the choice of the taxation system for the future company. What kind of system it will be: general taxation system, simplified, UTII, etc. To do this, we advise you to study the article about choice of taxation system. Do not forget that in order to switch to the simplified tax system (simplified taxation system), an application for the transition of the future organization to the simplified tax system must be attached to the general package of documents when registering an LLC. There is a sample application in every tax office.

STEP #2: Create a company charter

The next important step is the creation of the society's charter. The charter is the main constituent document on the basis of which the legal entity operates. As a rule, to write a charter, businessmen turn to lawyers for help (often this is justified), but nothing prevents them from writing a charter on their own, if you approach this issue competently. Download charter sample can be on our website.

According to paragraph 2 of Art. of the law on LLC The charter of the company must contain the following information:

Name of the organization (full and abbreviated);
Information about the legal address of the organization;
Information on the composition and competence of the governing bodies of the LLC, on the procedure for making various decisions by them;
Information on the amount of the authorized capital, on the procedure for its increase or decrease;
Information about the rights and obligations of the company's participants (founders);
Information on the entry procedure and the consequences of leaving the company;
Information on the procedure for the transfer of a share or part of a share in the authorized capital of an LLC to another person;
Information on the procedure for storing documentation and providing information to members of the company and other persons.
Other information provided for by this Federal Law.

The charter is submitted for registration in a bound form. At the same time, the original Charter remains with the tax authority, and only a copy of the Charter is issued (if there is a request for a copy).

STEP #3: Letter to provide a copy of the charter of the company before opening

Since the original charter remains with the registration authority, it is necessary to prepare a request for a copy of the charter (sample) and pay for the state. fee for providing a copy of the Charter. Request and receipt for payment of the state. duties can be submitted both at the time of submission of documents for state registration of an LLC, and after registration of a company.

STEP #4: The decision to create an LLC - several or one founder

If a company is created by one person, then a Decision on the creation of an LLC (sample) is drawn up, if an LLC is created two or more founders, then the Protocol of the general meeting of the company is drawn up (sample).

The decision and the Protocol on the establishment of an LLC are drawn up in two copies. One is provided to the tax authority, and the second remains in the society. Do not forget that the documents must be numbered, bound, and certified by the Applicant's signature.

STEP #5: Establishment agreement (if 2 or more founders)

The Establishment Agreement governs the legal relations connected with the fulfillment by the Founders of the obligations assumed during the creation (establishment) of the company. At the same time, if a single person acts as a member of the company, the foundation agreement is not drawn up.

The founding agreement contains:

the size of the authorized capital of LLC;
order joint activities founders for the establishment of the Company;
the procedure for payment of shares by the founders;
the amount of payment of shares by the founders;
term of payment of shares by the founders of the company;
the size of the share of each Founder;
the nominal value of the share of each Founder.

The founding agreement is drawn up in one copy for each of the parties to the agreement and signed by all the founders of the Company. Each copy should be stitched, numbered and sealed with the signature of the chairman of the meeting of founders. Establishment agreement template.

Do not confuse the Establishment Agreement with Memorandum of Association , which since July 1, 2009, is no longer included in LLC.

STEP #6: Confirmation of the legal address of registration

In order to combat fly-by-night firms, the registration authority may require confirmation of the legal address of registration of the LLC.

In this regard, the following documents must be submitted to the registration authority:

A letter of guarantee from the owner of the premises on consent to register an LLC at his address. Download Sample
A notarized copy of the certificate of ownership of the premises.

STEP #7: Application for LLC registration

An application for registration of an LLC is filled out in accordance with the form R11001. When filling out an application, dashes should be put in empty cells to exclude the possibility of entering any information into the completed document. Completed application sheets must be numbered, and unnecessary sheets that were not filled out at all must be deleted. The website of the federal tax service has a special program that helps to draw up an application for registration of a legal entity (and any other applications) - link.

Next, the application should be printed out and taken to a notary to verify the authenticity of the applicant's signature. The notary must provide the decision on the establishment of the company (or protocol) and the charter. After the signature is certified, the application is sewn together (with a thread and a needle).

STEP # 8: Payment of state. LLC opening fees

To register an LLC, you must pay a state fee, which consists of:

State duty for registration of a legal entity in the amount of 4000 rubles.
State fee for providing a copy of the Charter in the amount of 400 rubles.

State. The fee can be paid at any cash desk of any bank in our country. Details for payment must be clarified with the registration authority, in this case, the tax authority.

STEP 9: Submission of documents for registration to the tax

In this way, A ready list of documents for registering an LLC consists of:

Application for state registration of a legal entity.
A copy of the Articles of Association and a request for a copy of the Articles of Association.
Establishment agreement (if there are two or more founders).
Decision or Protocol on the establishment of an LLC.
Payment receipts state fees for registration of a legal entity and for providing a copy of the charter.
Application for the transition to the simplified tax system (if the Company decided to apply the simplified tax system).
A letter of guarantee from the owner of the premises to provide a legal address and a notarized copy of the certificate of ownership.
Applicant's passport.

After submitting the documents, the IFTS officer verifies the applicant's passport data and checks the set of submitted documents. Next, the applicant receives a receipt with a list of submitted documents. You should be aware that according to federal law"On State Registration of Legal Entities and Individual Entrepreneurs" LLC registration period in the tax is 5 working days!

STEP #10: Obtaining documents on opening an LLC

After 5 working days, if there was no refusal to register an LLC, the applicant must be issued the following documents:

Certificate of state registration of LLC;
A registered copy of the Articles of Association;
Certificate of tax registration (TIN);
Extract from the Unified State Register of Legal Entities (EGRLE).

STEP #11: Receive notification of assignment of statistics codes

Upon completion of the registration of the LLC, it is necessary to receive a letter from the State Statistics Committee on the assignment of statistics codes. This letter is necessary, for example, to open a bank account. Without notification of the assignment of statistics codes, many banks refuse to open a current account.

To receive a letter, you should contact the territorial body of statistics. You must have the following documents with you: PSRN, extract from the Unified State Register of Legal Entities, TIN, Charter of the company.

STEP #12: Making the LLC Seal

The legislation of the Russian Federation establishes that LLCs are required to have a round seal. The seal of the LLC must reflect the full name of this organization and indicate the location of the legal entity. Today, printing can be done within an hour. The cost of making a print starts from 600 rubles.

STEP #13: Opening a checking account

A legal entity without a current account is not a legal entity. Therefore, one of the final org. moments can be considered the opening of a current account. A checking account is needed primarily for:

Implementation of non-cash settlements with customers;
Payment of tax payments!

The cost of opening a current account and the price of servicing in different banks naturally differ. On average, it takes about 1,000 rubles to open a current account with a minimum package of services.

IMPORTANT!!! Do not forget to notify the tax, FSS and pension fund of opening a current account within 7 working days, otherwise the organization faces a fine of 5,000 rubles.

Read more about opening a current account here .

STEP #14: Beginning of LLC practical activity

Based on the steps above, the general LLC registration costs can be.

The question - is it possible to open an IP and close and open again is of interest to entrepreneurs who have unstable earnings from their business or are forced to abandon their activities for some time due to a number of circumstances. They may or may not be predictable. Factors that most often affect liquidation and re-registration - moving to another locality(applies to those who are discharged from one place to another), loss of business development potential, natural disaster (if property was damaged), deterioration in the health of the entrepreneur, change in the taxation system.

Your business does not always bring the desired profit. In some cases, the entrepreneur does not have time to engage in IP, which is open. For example, he has a stable job and does not get around to his business. Here another question arises - how to close the IP if the activity was not carried out. It is important to know here that no one is interested in what the entrepreneur does. The main thing is that it is legal. And whether he conducts his activities, with an open IP, or not, it doesn’t matter. He is obliged to pay taxes according to the system chosen by him. The procedure for closing an IP, and in fact its liquidation, does not depend on whether the activity was carried out or not. The order of registration in this case is the same for everyone.

Individual entrepreneurs resort to the procedure for closing IP for the following reasons:

The procedure for registering a new business does not change. The entrepreneur must again collect the entire package of documents for registering an individual entrepreneur.

In fact, there is a liquidation of the business and the opening of a new one, independent of the first one. After that, the entrepreneur receives new papers - documents on registration with the tax service, a pension fund and an extract from the state register.

It is not always the closing of the IP, and after its opening it goes smoothly. You can speed up the process of re-registration of a business if you carefully prepare for this.

pay all taxes in advance. If an entrepreneur is remembered as a malicious debtor, it will be very difficult for him to open an IP again;
surrender everything Required documents to the pension fund and statistics department. The question cannot be relevant - how to restore an IP after closing, until the entrepreneur submits all reports on the conduct of his previous business. He must do this on his own or by proxy;
obtaining documents for the cancellation of IP registration. The papers are drawn up by the tax service, based on the application submitted by the entrepreneur. The procedure for closing an IP, if the businessman is clean before the law and has no debts, is carried out from 1 to 3 business days, depending on the workload of the state body.

All possible obstacles to the resumption of work can only be when the entrepreneur conducted his business illegally and evaded mandatory payments and contributions. The restoration of the IP registration certificate is not provided for by law. This document is canceled when the business is closed.

There is one more nuance - is it possible to open an IP after its problematic closure. If the closure of the business occurred on the entrepreneur's own initiative, then he can start a new business almost immediately. The main thing is that there are no debts. For an entrepreneur who is interested in how to close an IP if no activity was actually carried out, this is especially relevant. There are no financial manipulations - there are no problems with the cancellation and further registration of a business.

In the case when the closure of the IP is decided by a court decision, start new activity may not be soon. An entrepreneur is allowed to resume work after at least one year.

Many businessmen are also interested in the question - how to restore an IP if there are financial problems. The legislation does not exempt an individual from paying taxes if the entrepreneur has ceased his activities. He must pay everything on time or he will face administrative punishment.

You can resume an IP after closing if you have debts, adhering to the following recommendations:

do not delay payments. This applies not only to taxes and insurance premiums, but also loans. Do not wait for the annulment of the IP by the decision of the judicial authority. pay out wages in the presence of hired employees, it is necessary first of all;
It's good to think it over and consult with a lawyer. Some entrepreneurs, a month after opening, are interested in how to close an IP. Provokes them to do it - small profit or work in debt. Do not rush to conclusions and try to get out of the financial hole.

The legislation does not standardize how many times you can open and close an IP. Often this cannot be done, as there is red tape with papers. After the termination of the existence of the business, it is necessary to account for all financial manipulations, otherwise further problems with the law may arise.

To properly close your business, you need to know all the legal subtleties, so the help of a specialist in this matter is quite relevant.

You can start your activity in a new way after receiving official papers on the liquidation of the previous business. They can be obtained by having debts, but this is not welcome, neither by the state nor by creditors. Documents for the re-opening of an IP after closing can be submitted on the same day when the papers on the termination of the previous activity are received.

conduct an analysis. It is possible to open an IP after closing quite quickly, but it is worth considering and also calculating how profitable it will be. In order not to be again at a loss, it is necessary to take into account previous mistakes;
draw up a business plan. After the closure of the IP, fresh ideas often arise to open a new business. When registering an activity, a business plan can be submitted to the tax service to confirm the seriousness of your intentions;
prepare a new package of documents. You can use the opportunity to reopen a business if you have all the permissions for it. To register a new individual entrepreneur, you need all the same documents as when registering your first business, plus certificates of payment of debts.

Do not succumb to the temptation and continue to run your business, but unofficially. For this, you can get a particularly large fine and a ban on doing business in the future. The tax service informs entrepreneurs when it is possible to reopen their business after the closure of the IP.

Do not ignore notifications pension fund as well as insurance companies. If an entrepreneur does not file reports on his activities and does not pay his bills, his business may be terminated by a court decision. Re-opening a business, if you can close the IP yourself quickly and without problems, when there is an opportunity to quickly pay for it. In cases where the activity is terminated by a court decision, it is not so easy to start a business. Sometimes you have to wait up to 5-7 years.