How to open your own company? Creating a small business from scratch step by step. What you should pay attention to?

Opening your own business is the dream of many, and the dream is quite within reach if you know where to start and how to act. The opening procedure itself is not very complicated, but it is associated with a lot of important nuances, so you should stock up on knowledge, time and, of course, financial capabilities. The entire step-by-step algorithm of work, a package of necessary documents and typical errors are further in the article.

What is a firm and what are firms?

Firm - the common name of an enterprise, that is, a business based on a legal entity. We will consider a legal entity, although the company is sometimes also called the activity of an individual entrepreneur (individual entrepreneur), although this is a fundamentally wrong name. So further we will call a firm a legal entity registered in the prescribed manner.

Opening your own company is the dream of many

In our country, the current legislation provides for the possibility of registering the following types of legal entities:

• An open joint stock company is a form of organization of a legal entity in which the owners sell their shares to any person.
• A closed joint stock company is a form of legal entity in which the owners sell shares only to members of the company.
• A limited liability company is the most common form, based on members' contributions to a common fund.

There are a number of other forms of legal entities, but we will be interested in the simplest and most common option - a limited liability company (LLC). It is this type of company that can be opened most simply and with low cash costs.

What is an LLC?

A limited liability company is a legal entity registered in the prescribed manner with one or more founders (participants). The founders agree on the creation of such a company and contribute their funds to the authorized capital of the company - each in a certain amount, and not necessarily in equal shares.

Contributions to the general fund can be anything - from money to property. Further, the company is registered and begins its activity. The created authorized capital is used as initial working capital.

The main advantages of an LLC are:

As the name implies, the members of the company have limited liability. This lies in the fact that in any case (the company has debts, fines, etc.), the maximum financial losses of participants will be limited by the size of their contributions. In other words, if a participant contributed, for example, 10 thousand to the authorized capital of an LLC, then in any case he will be liable for the obligations of the company only with this amount, and not a penny more. This distinguishes LLC from other forms of legal entities, including individual entrepreneurs.(we will consider this option further).

A limited liability company is a full-fledged company that has the right to engage in any type of activity (some require a license). The company can participate in transactions, auctions, auctions, tenders- in a word, to conduct full-fledged work as a business entity.

This company can be sold as a legal entity or bought. This form of enterprise is most convenient for investments, as well as mergers with other similar firms to expand activities.

This form of society has a rather convenient and variable taxation system, that is, you can choose a system depending on your own preferences and type of activity. This is very convenient if the company does not always work, but, for example, according to the seasonal schedule. In addition, an LLC can reduce its tax base due to losses., so that such a company will be quite convenient and profitable for starting a business based on it.

Extremely simple and inexpensive registration procedure. For this, there is no need to prepare a lot of documents, collect certificates and more. However, registration of an individual entrepreneur is even easier, but more on that later.

Of course, a company like LLC has some drawbacks. Among the main ones are the following:

1. To register a company, an authorized capital is required. Its cost cannot be less than 10 thousand rubles, and for some types of activities the minimum amount can be large, up to tens of millions of rubles. We are interested in the simplest and most affordable option, so we will focus on 10 thousand, which will not be very difficult to collect to start a business project.

2. The LLC has a rather complicated system for withdrawing participants' earnings (dividends). To do this, special procedures must be followed, provided for by the Charter of the company and the current legislation.

3. A limited liability company, unlike an individual entrepreneur, is obliged to keep accounting records, and with rather complex reporting. At the same time, a lot of nuances in the accounting field require hiring a specialist on staff or using the services of third-party accountants.

4. If there are violations of the law in the field of commercial activity, you will have to pay quite high fines. For legal entities, fines sometimes exceed the fines for individuals by dozens of times, moreover, state bodies have higher control over legal entities.

Now let's clarify the question of the difference between an LLC and an individual entrepreneur, since this issue is very often interested. The obvious advantages of an individual entrepreneur include the utmost simplicity of registration and conduct of activities, and without accounting, a complex taxation system, and so on.

IP also has disadvantages. These include the "disrepute" of such an initiative, as well as the inability to conduct certain types of activities. But the most important drawback is that an individual entrepreneur is responsible for his commercial activities with all his property. That is, in the event of accumulation of debts or fines, the entrepreneur will be responsible with his money, bank deposit, car, real estate - in a word, everything that belongs to him as an individual. Compared to the limited liability of the LLC participants only to the contributions made, this is a rather serious drawback.

step by step algorithm

Discussion of conditions at the general meeting of future participants.

• Choice of name and activities.
• Distribution of shares in the authorized capital.

Development of the Charter of the company and preparation of minutes of the meeting.

• Indication of important details in the Charter.
• Statement in the minutes of the decision of the founders.

Signing the Charter at the notary.

• Payment of all fees.
• Signing of the Charter and other documents.

Registration of the enterprise in the Federal Tax Service.

• Visit of a representative to the Federal Tax Service.
• Registration actions.

Now let's move on to discussing each step separately and analyze all the necessary actions for each stage.

Step 1. How to prepare for opening a company?

So, let's move on to the opening procedure, which involves registering a legal entity in the prescribed manner. First of all, you should decide on the participants - there will be one or several. At a meeting with colleagues, a number of important issues should be resolved, for example, what the company will do, where the office will be located, whether production or warehouses are possible - in a word, it is necessary to resolve all issues that may be encountered during the conduct of a business project . After discussing the conditions for the start of activities and other nuances, they proceed to specific procedures.

So, the founders convene a meeting at which they decide to create an LLC and make certain contributions to its authorized capital. This is documented in a special document called a protocol. If the founder is in one person, it is drawn up by a decision. The document must contain the following information:

• Date of the general meeting.
• Composition of the meeting (founders and guests).
• Agenda (creation of an LLC with a specific name, approval of the Charter, registration of an LLC personally by the founders or an authorized person, distribution of shares contributed, appointment of a director, other important issues regarding the start of the company's activities).
• Voting results on issues.
• Participants' signatures.

The protocol must contain the agenda and the results of voting on each of the agenda items. It is necessary to specify how many participants voted, how they voted and whether a decision was made.

There is an important nuance here - it is desirable that there be an odd number of founders of the company. The reason is simple and is that any vote could theoretically be deadlocked if the results for and against show 50/50. With an odd number of participants, such a hitch is impossible and no delays are foreseen.

By this time, the Charter of the new company should be ready, which should contain the conditions for the operation of the LLC. In principle, most charters are of the same type, but still have certain specifics in content, in accordance with the types of activities or interests of the founders.

By the way, the name for your company should be chosen in advance, since the name you like can simply be taken and the LLC will not be registered. You can check the name on the Internet on the website of the tax service ( nalog.ru) in the relevant section with the register of legal entities. By the way, it is possible to reserve the necessary name in advance, before the registration of the company, especially if it concerns fairly common and well-known words.

Having a ready protocol of the meeting of participants and two copies of the Charter of the new enterprise, you can go to the nearest notary. This is a norm required by law - the signatures of individuals in the Charter must be notarized. By the way, another company can also be a member of the company - there are no special differences in procedures, just the director of the parent company will put the signature.

Advice

Careful consideration should be given to the choice of the type of activity of the company. In most cases, an LLC is created for a specific activity, for example, for trading in a specific group of goods. It should be remembered that a number of activities are subject to licensing, so you need to remember that you will have to obtain an additional permit document.

A list of activities with their codes can be found on the service of the fiscal service. You can choose either one or several types - their number for one company is not limited by anything. At the same time, one should not forget that taxation will be taken into account from the main type of activity - it is always the first one in the list of areas of the company's work.

Step 2. Contributed shares

As required by law, at the time of registration of the company, it is necessary to form at least half of the authorized capital of the LLC. That is, on the current account of the company (opened in the name of one of the founders) it is necessary to have the minimum required amount of money.

Formation of the authorized capital by various property is allowed. In this case, all the founders carry out an assessment of such property, about which an appropriate act is drawn up. In this way, it is also possible to form the required capital, but in cash it will be more reliable. Also, the presence of cash on the accounts makes it possible to directly use them in their activities as working capital.

In order to avoid various disputes between the participants in the future, it is necessary to carefully prescribe the shares and the procedure for their distribution in the Charter of the company. This is a very important point, which should not be missed. There are numerous disputes between participants over shares in the company (when it has already become powerful enough), which stretch for years and require high costs.

Step 3. State registration

For direct registration of a company, you must fill out an application in the form P11001 - you can download the form on the website nalog.ruin the relevant section. There are no difficulties in filling out, but you should still be careful and avoid mistakes. On the same service, you can generate a receipt for the state duty for registration of a legal entity. At the end of 2018, this fee is 4 thousand rubles.

It should be recalled here that from the beginning of 2019, this fee can be waived if the company is registered electronically. That is, if you come to the registrar with paper documents, you will have to pay 4 thousand, and if you register through the service website, then you do not need to pay. Only for such a procedure you will need an electronic signature, but now it can be issued in many places, and quite inexpensively, and it may come in handy in the future. Using an electronic signature, you can submit reports, sign contracts, conduct official correspondence, and much more. This greatly simplifies the paperwork.

Step 4. Package of documents

So, for a visit to the registrar, you should have a prepared package of documents, consisting of:

• Minutes of the general meeting on the establishment of the company or the decision of one founder.
• Two copies of the Charter, with notarized signatures of the participants.
• Completed application form R11001.
• Receipt of payment of the state fee for carrying out registration actions.

With this package of documents, you must go to the registrar at the nearest fiscal service body. In the overwhelming majority of cases, the founders appoint its director (until the moment of registration - the future) responsible for registering the company, who needs to issue an appropriate power of attorney with a list of powers. The power of attorney must be notarized.

By the way, simultaneously with the procedure for registering a legal entity, it is necessary to choose a taxation system for it. There are several systems and each of them has its own features, details, pluses and minuses. Which one to choose is the business of the founders, and now we will not focus on this topic.