How to open LLC and IP: step by step instructions. Own company: how to open your own business

To prepare documents for the registration of an LLC, you can use the free online service directly on our website. With its help, you can create a package of documents that meets all the requirements for filling out and the legislation of the Russian Federation.

This step-by-step instruction describes in detail each stage of creating an LLC. With its help, you will get the most complete picture of the procedure for the state registration of an LLC in 2019, save your time searching for the necessary information, and also learn about free online services that will help you greatly simplify the process of preparing documents.

LLC registration is carried out in the tax service (IFTS) or, since 2014, in a multifunctional center (MFC). In this case, it will be possible to open an LLC only at the location (legal address) of the main office of the organization or at the home address of the founder.

1. Choose a method of registering an LLC

There are three ways to form a limited liability company:

• Self-registration of LLC. A relatively simple and fairly common way to create an organization on your own, especially in connection with the emergence of convenient free online services.
• Paid registration of an LLC with the help of a specialized company (registrar). This is the most common way to create an organization due to the benefits described below.
• Buying a ready-made LLC. Most often it is done through a specialized company that provides services for the paid registration of an LLC.

How much does it cost to open an LLC in each of the above ways

Self registration LLC

Action name	Action cost	the total cost
Payment for fixing a legal address (if the organization does not plan to rent premises or register at the place of residence)	1,000 - 20,000 rubles	from 15 000 rub.
Payment for notary services for certification of signatures in an application for registration of an LLC (not necessary if the founders will be present at the IFTS when submitting documents)	1,000 - 2,000 rubles
Payment of state duty for registration of LLC	4 000 rub.
Contribution of the authorized capital (paid no later than 4 months from the date of registration)	from 10 000 rub.
Making a seal	500 - 1,000 rubles.
Opening a current account	0 - 2,000 rubles

Paid registration of an LLC with the help of a specialized company

Depending on the region and the services included in the price (for example, filing and receiving documents from the tax service), in addition to the costs listed above, you will have to spend from 3,000 to 12,000 rubles. Thus, the cost of paid registration of an LLC will be about 20,000 rubles(including the contribution within 4 months after registration of the minimum amount of the authorized capital - 10,000 rubles).

Buying a ready-made LLC

Advantages and disadvantages of LLC registration methods

Registration method	Advantages	Flaws
Self registration LLC	Obtaining the necessary knowledge and experience in the future. Saving money on the services of specialized registrar firms.	The probability of refusal to register an LLC due to errors in the prepared package of documents. As a result - the loss of time and money (about 5,000 rubles) spent on paying the state duty and the notary.
Paid registration of an LLC with the help of a specialized company	The risk of registration refusal is assumed by the specialized firm. Preparation, submission and acceptance of documents from the tax service are possible without your participation. Assistance in the selection of a legal address (if necessary).	There are additional costs. You will have a poor understanding of LLC documents.
Buying a ready-made LLC	Buying an LLC with a history that may be required to close a deal or participate in a tender.	The risk of buying an LLC with debts and/or bad history.

2. Come up with the name of LLC

A limited liability company can have up to six variants of its name:

• Full/abbreviated company name in Russian.
• Full/abbreviated company name in a foreign language.
• Full/abbreviated company name in the languages ​​of the peoples of the Russian Federation.

The full corporate name in Russian is the only mandatory name of the LLC. Most often, two options for the name are used (for this they must be indicated in the constituent documents):

note that there are some restrictions on the choice of a company name for an LLC. For example, without special permission, it is forbidden to use the words "Russia", "Russian Federation", "Moscow", as well as other full and abbreviated names of states, subjects of the Russian Federation, cities, etc.

3. Finding a legal address

To register an LLC, it is necessary to obtain a legal address (indicated in the constituent documents). In most cases, to obtain the legal address of an LLC, they use:

• Rented premises. Quite expensive, but one of the most preferred ways from the point of view of the law. Some landlords, for their own reasons, refuse to provide legal addresses or require the conclusion of an agreement before registering an LLC, which leads to additional costs. In addition, when you change the address of the lease, you will have to make changes to the constituent documents.
• Home address of the founder or CEO(it is not necessary to be the owner, registration is enough). This method completely eliminates the cost of a legal address. note that although registration of an LLC at a home address is not prohibited by law, some tax authorities may refuse to register even though court precedents on this issue are on the side of businessmen (check in advance so as not to waste time appealing against a refusal in the future) .
• Address acquired or leased from a specialized organization(bulk address). A relatively cheap option to obtain a legal address, however, you need to be more careful in choosing such a company, since later you may have problems (for example, they will refuse to register an LLC if this legal address is blacklisted by the tax service). Instead of using the services of a commercial company, it may be more reliable to purchase an address in a territorial business support center (for example, a business incubator).

In fact, the process of obtaining a legal address consists in preparing for you papers (by the owner of the premises, the landlord, etc.) that guarantee its provision upon the establishment of an LLC, which you attach to the main package of documents for registering an LLC.

When renting premises or buying a legal address, you will have to prepare a letter of guarantee for the provision of premises for the tax office. When registering an LLC at a home address, the consent of the owner in any form is required (if you are not the owner), and also, depending on the tax, a certificate of ownership and written consent of the residents may additionally be required.

If you are going to rent a room or purchase an address, then be sure to check it for "mass character" in a special service on the official website of the Federal Tax Service.

4. We select activity codes

Activity codes (OKVED codes) are indicated in the application for registration of an LLC. OKVED is the all-Russian classifier of types of economic activity. Using the OKVED directory, you must select the OKVED codes that correspond to the activities of your organization. It is also advisable to indicate the codes of those types of activities that the organization may be engaged in in the future (you will not have to engage in all of the indicated types of activities or pay additional taxes and submit reports).

In the application for registration of an LLC, only OKVED codes consisting of at least 4 digits are indicated. The first OKVED code indicated in this application will be the main activity of your organization. In fact, this code depends on:

• Availability of the right to apply reduced (preferential) rates when paying insurance premiums for employees (it makes sense only if this type of activity will bring at least 70% of income).
• The rate of insurance contributions to the FSS from accidents for employees (it makes sense only during the first year after registration).

note that from July 11, 2016, the new OKVED OK 029-2014 (NACE rev. 2) is applied.

5. Choosing a taxation system

Organizations have the right to apply 4 types of taxation systems:

• OSN (general system of taxation). The most complex and unprofitable taxation regime for small and medium-sized businesses (in terms of reporting and taxes). DOS is used by fairly large organizations that are unable to apply other regimes (for example, the largest taxpayers), as well as companies doing business with counterparties interested in offsetting “input” VAT. The general taxation system implies the payment of three main taxes: VAT (0%, 10%, 20%), income tax (20%) and property tax (up to 2.2%).
• USN (simplified taxation system). One of the most common taxation regimes applied by organizations. The simplified tax system is designed to reduce the tax burden on small and medium-sized businesses and simplify reporting. On the simplified tax system, only one tax is payable - a single one, it replaces the three main OSNO taxes - VAT, income tax and property tax, giving the organization a choice: pay 6% of income or 15% of income reduced by the amount of expenses. In addition, LLCs on the simplified tax system have the right to reduce tax due to paid insurance premiums for employees.
• UTII (single tax on imputed income). It can be used by organizations only in relation to certain types of activities established by law (mainly the provision of services to the population, retail trade and public catering). But, the main difference between UTII and other taxation systems is that the tax does not depend on the income received, but is imputed (established) by the state, depending on the physical indicator of activity (number of employees, sales area, etc.). In some cases, UTII can be more profitable than the simplified tax system, but in order to understand this, you need to know quite accurately the future income of your organization. LLCs on UTII can also reduce tax through insurance premiums for employees. It is worth noting that the imputed tax will have to be paid even if you have no income or you do not carry out activities at all.
• ESHN (single agricultural tax). It is the most favorable tax regime for agricultural producers. It is used by agricultural producers whose share of income from agricultural activities is at least 70%. Organizations on the ESHN are required to pay 6% of income reduced by the amount of expenses. LLCs on ESHN can take into account insurance premiums for employees as expenses.

note that your organization will automatically be transferred to the DOS if you do not have time to apply for the application of the taxation system you need within the prescribed time frame:

• for USN - with other documents at registration or within 30 days after it;
• for UTII - within 5 days from the start of business (namely, the start of business, not registration);
• for ESHN - with other documents at registration or within 30 days after it.

Even if you want to apply UTII, it is still advisable for you to first switch to the simplified tax system. This is due to the period of transition to UTII (see above), since during the “downtime” (that is, until you start operating), instead of the DOS, you will be able to report on the simplified tax system (which is much easier).

You can change the taxation system once a year by submitting an application for transfer to the tax service before December 31 of the current year, and only from the beginning of the new year (an exception is if you want to apply UTII).

Free consultation on LLC registration

6. We prepare documents for registration

The main documents required for the successful registration of an LLC (the list depends on the number of founders):

Key Documents	Quantity
Application for registration of LLC (form Р11001)	1 copy
Decision of the sole founder ( if 1 founder)	1 copy
Minutes of the meeting of the founders ( if 2 or more founders)	1 copy
LLC establishment agreement ( if 2 or more founders)	1 copy
LLC Charter	2 copies
	1 copy
Letter of guarantee for the provision of a legal address - when renting a room or buying a legal entity. addresses Owner’s consent, certificate of ownership and consent of tenants (some documents may not be required, see the article about legal address for more details) – when registering at home address	all in 1 copy.

Additionally, you may need the following documents:

Additional documents	Quantity
Application for the transition to the USN ( highly recommended so that you do not end up on DOS by default, but after registration you will have another 30 days to submit this application)	2 copies (in Moscow they may require 3 copies)
Notarized power of attorney to submit and / or receive documents (required if the applicant cannot independently submit or collect documents from the tax office)	2 copies

When preparing these documents on your own, it is recommended to use automated services that allow you to prepare all the main documents for free (except for a letter of guarantee on the provision of a legal address, consent of the owner, etc.), as well as an application for the transition to the simplified tax system. So you save your time and avoid mistakes in filling.

Notarization of documents

Notarization of the main documents is not required, with the exception of an application for registration of an LLC, although its may not complete if all the founders are personally present when submitting documents to the registration authority. Certification of documents in the tax authority is carried out for free.

7. We sign and flash documents

After preparing the necessary documents, you need to sign them as follows:

Document to be signed	Who should sign and how
Application for registration of LLC	The sole founder or each founder on their own sheet (directly at the tax office or upon certification by a notary)
Decision of the sole founder	sole founder
Minutes of the founders' meeting	Each founder
LLC Establishment Agreement
LLC Charter	Not signed
Receipt of state duty for registration of LLC
Letter of guarantee for the provision of a legal address	The owner of the apartment (when registering an LLC for a home address) or the landlord (when registering an LLC for a leased premises)
Application for the transition to the simplified tax system or unified agricultural tax	The sole founder or founder who is instructed to carry out registration actions in the minutes of the meeting of founders

Previously, all documents larger than one sheet were stapled. Since 2013, it has become unnecessary to flash documents for registering an LLC (letter of the Federal Tax Service of September 25, 2013 N SA-3-14 / 3512). However, it is highly desirable that the prepared papers be stapled with at least a stapler, paper clips, etc. (this is especially true of the charter, since the IFTS can violate the order of the pages).

In practice, some tax services may still require the firmware of an application for registration of an LLC (when certifying an application for registration of an LLC, the notary flashes it independently).

8. We pay the state duty

The amount of the state fee for opening an LLC in 2019 is 4,000 rubles.

The date of payment in the receipt of the state duty must necessarily be later than the date of signing the decision of the sole founder (if 1 founder) or the minutes of the meeting of founders (if 2 or more founders). The point is that at first a decision or a protocol on the establishment of an organization is always adopted and signed, and only then the state fee is paid.

If there is only one founder, then payment of the state duty is made by the sole founder. If there are 2 or more founders, then payment can be made:

• Founder appointed in the minutes of the general meeting and the agreement on establishment responsible for registration actions (the simplest and most common option).
• Each founder (correct option from the point of view of the law). For each founder, a separate receipt is prepared, while the total amount of the state duty is divided in equal shares among all founders. Note that if, as a result of division, the amount turned out with kopecks, then it must be rounded up to the whole ruble.

To generate a state duty receipt, you can use one of the following methods:

• Fill out a receipt using a specialized service on the official website of the Federal Tax Service.
• Fill out the receipt yourself (details can be found on the website of the Federal Tax Service or at the tax office registering you).

9. We issue a power of attorney to submit and receive documents

A power of attorney to represent interests in the registration authority is required only if the applicant (founder) cannot independently submit or receive documents. The power of attorney is issued in a notarial form (the form is provided by a notary).

To submit documents by an authorized person, nothing but a notarized power of attorney is required.

In order to receive documents by a trustee, in addition to the power of attorney, you also need to make a small change to the application for registration of an LLC. Namely, on page 3 of sheet H of the required applicant, the corresponding box should contain the number “2” (“issue to the applicant or a person acting on the basis of a power of attorney”).

Owning a business is the dream of many Russians who are tired or not ready to be employees. Having a promising business plan, you should determine in which organizational and legal form to register your enterprise, choose the optimal taxation system and solve a number of other issues. You can learn how to open a company in Russia from experienced lawyers who are well acquainted with the procedure for registering legal entities.

Optimal legal form

The most profitable and optimal organizational and legal form in terms of taxation and the complexity of accounting and reporting is LLC. Most entrepreneurs who want to start their own business without extra costs come to this conclusion. You can cope with this task on your own, following the step-by-step instructions of an experienced lawyer.

The owner (or owners) will have to:

• - prepare the necessary package of documents;
• - determine the types of activities;
• - form the authorized capital;
• - choose the optimal taxation system;
• - go through the registration procedure;
• - open a bank account;
• - make a seal;
• - choose an office;
• - hire staff.

To organize and register a company with this form of ownership, one founder is enough, but the total number of participants cannot exceed 50 people.

Registration documents

To create your own company in the form of a limited liability company, you need to prepare a package of documents in which in addition to the application form P11001 must include:

1. the decision of the founder (taken solely) or the minutes of the meeting of the founders (if there are several of them);
2. company charter;
3. memorandum of association (subject to the creation of a company by 2 or more persons);
4. a document confirming the payment of the state fee;
5. a duly executed power of attorney (if a representative is engaged in registration);
6. application for the transition to an acceptable taxation system.

Before submitting documents, you need to take care of the legal address. The registration authority will require a document, will require confirmation of its availability. If this is a rented or own premises, you will have to provide a letter of guarantee signed by the owner; if the company is registered at the address of the general director or founder, his written consent will be required.

As for the size of the authorized capital, it cannot be less than 10 thousand rubles, and must be paid in full within 4 months after the registration procedure.

Tax system: what to choose?

The current legislation of the Russian Federation allows you to choose the following types:

• - simplified (USN);
• - general (OSNO);
• - single tax on temporary tax (UTII);
• - unified agricultural tax (ESKhN);
• - patent system (PSN).

Most owners of modern companies prefer "simplified". This system is the best option for owners of small businesses. Its advantages are obvious:

1. you will have to pay one tax regularly, instead of three;
2. contributions to the budget are made once a quarter;
3. reporting is submitted once a year.

The system allows you to choose taxation at 2 rates:

• - 6% (all profit received by the enterprise is taxed);
• - 15%, which are levied on the company's income (this takes into account the expenses that the company had in the process of work).

Enterprises that have chosen the common system pay property tax, income tax and VAT and are required to submit reports on them regularly.

Companies operating on UTII pay a deduction to the budget, the amount of which depends on the type of activity, the size of the area on which it is carried out, the presence and number of employees.

ESHN can choose an enterprise, 70% of whose income is received from the sale of agricultural products.

The patent system is designed for firms whose line of business requires obtaining permits (patents).

Choice of activities

Any enterprise is created only when its founders know what they want to do and have a business plan for the development of their company. However, you should think about the fact that in the process of work, related areas may appear that will make the business even more successful. When filling out registration documents, you will have to indicate one main type of activity and any number of additional ones.

It is not a problem if the company needs to add additional activities in the process of work. This can be easily done by writing a relevant application to the tax authority.

Registration procedure

Having prepared the necessary documents, choosing the types of activities and the optimal taxation system, you can proceed to the final stage - the submission of documents. Modern legislation allows you to do this in several ways:

1. personally or through a representative;
2. by mail;
3. using the Internet.

Having chosen the first option, you should contact the registering authority of the Federal Tax Service at the location of the company's legal address. In large cities, this function has been transferred to multifunctional centers. If the submission of documents is carried out by a representative, you must take care of the presence of a notarized power of attorney. In case of personal transfer of documents, the presence of all the founders is necessary (in the same composition, you will have to pick up the documents). Consideration of the application and the adoption of a decision is carried out within three working days from the date of their submission.

When applying by mail, you should be aware that you do not need to visit the registration authority to receive ready-made documents. They will be sent to the legal address of the company. The disadvantage of this method is the mandatory notarization of the signatures of all the founders, and these are significant costs, to which the payment of postal services is added.

Online applications are the most popular. A special service is simple and easy to use, which allows you to fill out the necessary forms effortlessly even for people who are not confident Internet users. In addition, the program is configured in such a way that the applicant will not be able to send forms filled with errors, and this greatly simplifies the procedure for accepting documents.

Also on the topic of starting your own company, see:

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 for both start-up entrepreneurs and those who already have their own business.

In one of the previous articles, I told "", but many readers of our business magazine had a need for a quality article about opening an LLC.

In preparing the article, I consulted with lawyers I know to ensure that the information in it is up to date.

I wish you a productive study of the materials and good tax inspectors :)

1. What is an LLC and in which case it should be opened

To begin with, I will give a definition of this organizational and legal form of doing business.

Then I will 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.

Members (founders) limited liability companies 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.

Features of LLC activity

1. An LLC can be opened by one person (the so-called LLC with a single founder) or 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 their share in 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 100,000 rubles to its creditors, then in court the creditors will not be able to receive more than 10,000 rubles, also by law, the remaining 90,000 rubles of debt personally they won't be able to charge you.

This is where the limited liability of society is manifested. That is, the risks of your personal losses are reduced.

3. LLC is a commercial organization whose main goal is to make a profit

Therefore, all types of activities indicated during the registration of a company are just tools with which it earns money.

4. The main regulatory document for conducting the activities of an LLC is its Charter

This is a mandatory document that is submitted to the tax authority when registering an LLC. You can learn more about the drafting of 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 their opinion on the market value of your LLC.

If, on the contrary, you want to buy a business (a share in a business), it will be enough for you to buy out the entire company or part of it from the former founders and make a profit according to the size of your share.

Compared to sole proprietorship, if you are a sole trader, you cannot sell your business as a firm. It is also impossible to buy a business in the form of individual entrepreneurship.

You can buy, for example, equipment, real estate, vehicles or goods from an individual entrepreneur, as from a private person.

The same is true with the sale of a business from an individual entrepreneur.

6. LLC has some significant differences, for example, from an individual entrepreneur (individual entrepreneur)

LLC has its own name, 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 a company's accounting, and LLCs have higher fines, taxes, and more complex reporting than individual entrepreneurs.

These are the most basic things you need to know before you form your LLC.

When is it better to open an LLC:

• If you want to do state purchases or participate in tenders (quotations). Individual entrepreneurs in most cases 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 self-employed persons.
• If you want to impress your customers or business associates. LLC traditionally looks more solid, as it is considered a full-fledged company with its own name.
• If you do not want to take a big risk, answering for obligations with your personal property. In the event of a debt to third parties, the LLC is liable for it only within 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 can be collected from you personally in court. By law, an individual entrepreneur is liable for his obligations with all his property.

In the case of an LLC, you have much less risk of being left with debts.

2. A package of documents for registering an LLC

If you decide to open an LLC on your own, then you will need the following documents for registration:

1. All-Russian classifier of types of economic activity (OKVED - 2018)
2. Application Form No. R 11001
3. The decision of the founders to create an LLC
4. LLC Charter
5. Check for payment of state duty for registration of LLC. So far, the amount of the state duty for registering an LLC is 4,000 rubles. However, there are rumors that it could rise to 6,500 rubles. A form of payment document can be generated on the official website of the Federal Tax Service and paid at the bank.
6. Application for the transition to a simplified taxation system.
   Attention! You fill out this application only if your type of activity fits the "simplification". Before submitting documents, consult with an accountant.
7. A 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.
8. A document confirming the payment of the authorized capital of the LLC (issued by a bank) or an opinion of an independent appraiser on the availability of the necessary authorized capital contributed in non-monetary form during the creation of the LLC.

You can prepare these documents for registering an LLC, either on your own or seek help from specialized companies that deal with paperwork for legal entities and individual entrepreneurs.

You can also prepare documents for registering an LLC for free through the 1C-Start online service. At the exit, you will receive forms filled out without errors, which will be printed and submitted to the tax authority. So already at the first stage you save your money and time, insure yourself against the refusal of the Federal Tax Service, without delving into the complex language of the legislation.

3. How to register an LLC yourself - 10 easy 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 need two basic laws:

1. Federal Law "On Limited Liability Companies" No. 14-FZ dated February 8, 1998
2. Federal Law "On State Registration of Legal Entities and Individual Entrepreneurs" No. 129 dated 08.08.2001

To create an LLC without any problems, take the time to familiarize yourself with these laws. After all, it is better to devote an hour or two of your time to this than to lose days later on 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, wholesale building materials, then you will need to find the code for this type of activity in the (All-Russian classifier of types of economic activity).

To do this, download it, open it and find the type of activity that suits you.

Let's take another look at what you need to do:

1. We fill out the form No. R 11001. All data on the founders, as well as the types of activities that the company will be engaged in, are indicated here.
2. We fill in the decision of the founders on the creation of an LLC (bring the original of this document for registration).
3. We draw up the Charter of the LLC (mandatory in 2 copies).
4. We are enclosing a check of the state duty for registering an LLC in the amount of 4,000 rubles (original).
5. We fill out an application for the transition to simplified taxation (when conducting activities on a simplified taxation system).
6. Attached is a letter of guarantee from the owner of the legal address (owner of the premises).
7. Check or conclusion of an expert appraiser on the contribution (payment) of the authorized capital of LLC.

After that, we submit documents for registration.

If you find it difficult to fill out the documents, then contact a familiar lawyer, he will tell you how to fill them out correctly, and for a certain fee you will be provided with the “turnkey LLC registration” service without any problems.

Step 8. We receive documents

If all documents were executed correctly, state. the tax registrar accepted them and issued you a receipt, then an LLC will be opened for you within 5 working days.

You will receive the entire package of documents, including a certificate of registration of the LLC, which you will need in the future to make the seal.

Check your documents carefully!

Not often, but it happens that people make mistakes in figures and data when preparing documents. The human factor has not yet been canceled.

If everything went smoothly, you can be congratulated, now you are a full-fledged owner of your own company!

There are still a couple of steps to start official activities.

Step 9. Ordering a print

You can order a print from any printing company. Registering an LLC involves this mandatory step. To do this, take with you the constituent documents (certificate of TIN, OGRN).

When making a seal for an LLC, you will be offered a catalog of different design options for its design. You just have to choose the option you like.

The term of production of the press - from several hours to 2 days in the different companies.

Together with the seal, I advise you to immediately purchase ink for it.

After production, your print will look something like this:

You will need a seal when signing contracts, processing transactions and in all cases when you certify something on behalf of your LLC.

Step 10. Opening a current account

By law, an LLC is required to have a current account, where the company must transfer all the money received.

You can open a current account in any bank that provides such a service. Please pay attention to the rates.

Everyone has different conditions both for opening an account and for maintaining.

Some banks have a monthly fee, but somewhere there is no such fee and you pay either a small amount for one operation, or a percentage of the account turnover.

Very important!

A businessman 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 in case of revocation of a license from a bank, you are entitled to compensation up to 700,000 rubles.

This does not apply to commercial organizations, and if a 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 the "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 during registration.

2. Register with off-budget funds (Social Insurance Fund, Pension Fund)

Go to the FSS and the FIU. They will tell you everything and help you fill out the necessary paperwork.

After all these procedures, you can fully work.

You will only have to keep records and submit it, for this I recommend that you use the capabilities of the Internet accounting "" and keep records using this service.

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, the fines are sometimes dozens of times higher than the fines for individuals, and besides, 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 answer 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 vast 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.

When opening a business, entrepreneurs think that all their problems are yet to come. Now the main thing is to register a company, and only then think about arranging work in such a way that the tax authorities have no claims against a new participant in the economic process. How wrong they are! Already at the initial stage, many manage to collect “bumps” and build their business in such a way that the company cannot avoid penalties and multimillion-dollar additional charges. In addition, managers manage to put themselves at risk by registering a company in such a way that all its debts can be repaid with the owner's personal property. Such risky entrepreneurs lose their business and “last pants”, but at the same time they blame the system for everything, and not their own indiscretion.

Who will answer?

When choosing a form of ownership, you should immediately think about what risks are inherent in each of them. Small organizations prefer to register as an individual entrepreneur, where the head is both “both a Swiss and a reaper” ... (both a director and an accountant). However, it is this form, designed for small firms, with simple record keeping, that is fraught with the greatest risk. The fact is that a private entrepreneur, in the event of debts on taxes or loans, is liable with his own property. In practice, such situations often develop.

Here is a recent case. In February 2011, one individual entrepreneur quite unexpectedly found out that not he, but the state disposes of his property. The man came to the Registration Chamber to transfer the dacha to his son. But suddenly it turned out that the garden plot had been seized. Moreover, the sanctions were adopted last summer. Tax inspectors sent letters to the address of the entrepreneur, but he lived elsewhere and did not receive correspondence from the Federal Tax Service.

Under Russian law, any property of an individual entrepreneur can be seized. Moreover, the withdrawal takes place according to the same rules that apply to individuals. So, the only housing owned by a citizen cannot be seized from an individual entrepreneur. However, if the number of square meters per person exceeds the established norm, the apartment will be sold and apartments of a smaller area will be purchased for the debtor. The difference will be used to pay off the debt. Therefore, the choice of IP should be based on these risks.

From the point of view of the responsibility of the founder of the company, an LLC is much more profitable, since it risks funds and property only within the authorized capital, which today can be 10 thousand rubles. This ends the claims against the owner, and no one has the right to take into account his property against the debts of the organization. However, an impressive "charter" also gives advantages to the company - the ability to take loans and receive good orders. But it is worth considering that everything that attracts customers and credit organizations can also be a tasty morsel for the tax authorities, which, in the event of a company's precarious position in the market, will use the property that is on the company's balance sheet to pay off debts to the budget.

How will we pay?

Many managers and accountants of novice companies, choosing the form of taxation, are based only on their subjective opinion. As a result, they face difficulties in work and even additional taxes.

So, to one small enterprise, the tax authorities filed claims in terms of paying VAT in the amount of several million rubles. But why did it happen that a small firm "earned" such a large debt? It turned out that the organization was originally created for one large client, and he brought the main income to a modest-sized organization using the simplified tax system. This buyer asked for invoices. The accountant, of course, could not refuse the most important buyer, completely unaware that in this way the need to pay VAT falls on the seller. And now the firm must pay a multi-million dollar tax for its client. Such a situation would not have happened if the company initially chose not a simplified, but a general taxation system.

Thinking through the tax regime, you should be based on who will become a client of the company and what expenses it will have the main ones. Thus, the simplified tax system with a tax rate of 6 percent of all revenue, which can be reduced only by the amount of insurance premiums, but not more than 50 percent, is a very inflexible taxation system in terms of minimizing taxes. It is suitable for companies that have few deductible expenses and many employees. And consequently, an impressive amount of deductions to extra-budgetary funds also accumulates.

With the simplified tax system, expenses are deducted from income at 15 percent, and this form of taxation provides great opportunities for minimizing taxes, including through the use of expenses to reduce the tax base. At the same time, if the company's clients are individuals, and the type of activity is small-scale retail trade, it is necessary to consider the issue of "simplification". But if you have to work with large companies, it is better to choose a general taxation regime.

Joint problems

In order to see the tax risks that threaten a company with fines even at the time of its creation, it is necessary to know what tax inspectors are paying attention to. Thus, joint venture agreements were popular several years ago, and even now consultants advise them as a good way to summarize the property of several owners and start-up costs, and thereby save on taxes, rent of premises, use of equipment and labor reserves.

However, I would like to caution against using this treaty. In practice, it leads not to savings, but to waste. And all because the application of this form of organization of work is based on separate accounting for each of the participants in the business. In fact, it is impossible to distinguish between all operations, accounting documentation, and the use of resources. In addition, due to the fact that this agreement was not widely applied, there is a small number of explanatory documents, the lack of which makes the requirements for joint activities very confusing. Thus, the tax authorities receive a company against which there will always be claims and a reason for additional charges.

Don't buy into free cheese

When organizing a company, such an investment is required that it is foolish to miss the chance to save money. Therefore, the young company accepts gifts of machinery, equipment and furniture, office furnishings, paintings and aquariums - everything that is useful to a developing enterprise. Diligent accountants draw up contracts for the gratuitous transfer of this property to the company for the items received. However, it is not possible to convince the tax authorities with such papers. They have a long-established practice of solving such issues: everything that the company got for free is subject to income tax. In this case, the amount of the benefit received is calculated at market value. Due to a miscalculation by an accountant, an organization that has not yet grown strong is already receiving additional tax charges and is forced to pay bills for what it got without money.

When opening your own business, you have to weigh every step, and in addition to documents, study the practice. The tax authorities always have “favorite” violations that they pay the most attention to. And if possible, a novice businessman should exclude such risks from his activities.

Elena Kashporova, General Director of the company