Limited Liability Company (LLC) – is a legal entity created by one or several individuals, the authorized capital of which is divided into shares, at the same time the participants of the company do not meet their obligations and bear the risk of losses, Related to the activities of the company, within the limits of the value of their shares in the company's charter capital.
It should be noted that the opening process of OOO requires a special approach. Most businessmen who open a legal entity for the first time turn to the specialists for help. The cost of services for the preparation of documents for the registration of a legal entity starts from 5000 rubles. This action is absolutely justified, as there is a risk of tax refusal in Registration of LLC, for example, because of wrong prepared documents. Thus, you risk to spend your time and money (fee 4000 rub. Do not return) wasted.
Therefore, in order to minimize the likelihood of errors during registration of a legal entity, we suggest to consider the step-by algorithm of opening a limited liability company (see also:):
- 1 Step № 1: Preparation for Registration Ltd.
- 2 Step № 2: Creation of the Charter of the company
- 3 Step № 3: Letter to provide a copy of the company's charter before opening
- 4 Step № 4: Decision to establish an LLC – if 1 founder or minutes of the general meeting of founders – if 2 or more founder
- 5 Step № 5: Agreement on Establishment – if 2 or more founders
- 6 Step № 6: Confirmation of the registration legal address
- 7 Step № 7: Application for Registration Ltd.
- 8 Step № 8: Payment of the state. Fees for Opening Ltd.
- 9 Step 9: Submission of documents for registration to the tax
- 10 Step № 10: Getting Documents about Opening Ltd.
- 11 Step № 11: Get a notification about assigning statistics codes
- 12 Step № 12: Manufacturing Printing Ltd.
- 13 Step № 13: Opening a current account
- 14 Step № 14: The beginning of Practical Activity Ltd.
Step № 1: Preparation for Registration Ltd.
1. Name of Organization (LLC)
Creating an organization begins by selecting its name. When choosing the name of the company should adhere to the requirements of Russian legislation. The company must contain a full brand name in Russian and begin with the words: "Limited Liability company" and have the right to have a shortened name in Russian language. Example of the correct name of the company: Full Name: Limited Liability Company "Mayak" abbreviated Name: Mayak LLC
- To use in the name of the company full or abbreviated names of State authorities of any level, official names of the Russian Federation and foreign States;
- Use full or abbreviated names of public organizations, international and intergovernmental organizations;
- Use words and phrases contrary to public interest and morality.
2. Legal entity Address
The legal address of the future organization can be both own premises and rented. If the registration of LLC as a legal entity is a rented premises, then when submitting documents should take a letter of guarantee from the owner of the premises that he is obliged to provide you with the premises as a legal address.
3. Number of founders of the company
It is necessary to determine how many founders of the created organization will be. The founders of LLC can be several individuals or legal entities, and one single person (the only participant).
4. Choice of Director Ltd.
To carry out management of the current activity of the company the general meeting of its founders is elected by the General Director for the term established by the Charter of the company. The Director General of the LLC may be a person who is not a member of the company. The position of General Director of LLC is appointed by the general meeting of founders.
When creating an LLC It is necessary to form and make. The minimum size of the authorized capital of LLC is 10 000 rubles (as of 2014). The authorized capital of the company consists of the value of the deposits of its founders and can be made both in monetary and in property form.
6. Definition of the company's activities (okved)
Before applying for the registration of LLC It is necessary to choose okved – the All-Russian classifier of types of economic activity. It is desirable to select several okved codes (up to 20), as the organization is not prohibited to engage in several types of activities. Why should I write okved codes in advance? Because the subsequent entry into the Egrul will require an additional fee. Therefore it is necessary to determine in advance the possible activities of LLC and choose from the collection Okvjedov the necessary codes. In this case, the first code okved is basic, and subsequent additional.
7. Choice of taxation system
An important stage is the future firm. What will be the system: general taxation system, simplified, imputed, etc. For this purpose we recommend to study the article about. Do not forget that for the transition to the USN (simplified system of taxation) to the common package of documents at Registration of LLC It is necessary to attach an application for the transition of the future organization to USN. A sample of the application is in each tax.
Step № 2: Creation of the Charter of the company
The next important step is the creation of the Charter of the Society. The Charter is the main constituent document on the basis of which the legal entity acts. As a rule, for the writing of the Charter businessmen turn for help to lawyers (often it is justified), but it does not prevent to write the charter independently, if to approach competently to the given question. Can be on our website.
According to P. 2 art. Law on LLC The Charter of the company must contain the following information:
1. Name of the organization (full and abbreviated); 2. Information about the legal address of the Organization; 3. Information on the composition and competence of the governing bodies of the LLC, on the procedure for making various decisions; 4. Information on the amount of the authorized capital, on the order of its increase or decrease; 5. Information on the rights and obligations of the participants of the company (founders); 6. Information on the entry procedure and consequences of the withdrawal from the company; 7. Information on the order of transfer of share or part of share in the authorized capital of LLC to another person; 8. Information on the procedure for storing documentation and providing information to members of the company and other persons.
9. Other information provided by this federal law.
For registration The charter is served in sewn form. At the same time the original of the Charter remains in the tax authority, and only a copy of the Charter is issued to the hands (if there is a request to provide a copy).
Step № 3: Letter to provide a copy of the company's charter before opening
Since the original of the Charter remains in the registering body, it is necessary to prepare a request to provide a copy of the Charter () and pay the state. Fee for providing a copy of the Charter. Request and receipt of payment Fees can be filed both at the time of delivery of documents to the State Registration of the LLC, and after the registration of the company.
Step № 4: Decision to establish an LLC – if 1 founder or minutes of the general meeting of founders – if 2 or more founder
If the company is created by one person, then the decision on Creation of LLC () is issued, if the LLC is created, the minutes of the general meeting of the company are drawn up.
The decision and protocol on the creation of the LLC is issued in two copies. One is granted to the tax authority and the other remains in the community. Do not forget that the documents must be numbered, sewn, and certified by the signature of the applicant.
Step № 5: Agreement on Establishment – if 2 or more founders
The Agreement on establishment regulates the legal relations connected with fulfillment by founders of the accepted obligations at creation (establishment) of the company. In this case, if the participant of the company is one single person the agreement on establishment is not drawn up.
The contract of establishment contains:
- Size of the authorized capital of LLC;
- The order of joint activity of the founders on the establishment of the company;
- The order of payment of shares by founders;
- Amount of payment by shareholders;
- Term of payment of shares by founders of the company;
- The size of each founder's share;
- Nominal value of the share of each founder.
The Agreement on establishment shall be made on one copy for each of the parties of the contract and signed by all founders of the company. Each copy should be stitched, numbered and signed by the Chairman of the meeting of founders.
It is not necessary to confuse the agreement on establishment with the Memorandum of Association, which since July 1, 2009, is no longer in LLC.
Step № 6: Confirmation of the registration legal address
In order to combat the companies ephemeral the registering body may require confirmation of the legal.
In this connection, the following documents should be submitted to the registering Body: 1. Letter of guarantee from the owner of the premises about the consent to the registration of LLC at its address.
2. Notarized copy of the certificate of ownership of the premises.
Step № 7: Application for Registration Ltd.
Application for Registration of LLC is filled in form. When filling in the application in empty cells should be put dashes to exclude the possibility of entering any information in the document. Completed application sheets should be numbered, and unnecessary sheets, which were not filled at all-delete. On the website of the Federal Tax Service There is a special program that helps to make an application for registration of a legal entity (and any other applications) –.
The application should be printed out and referred to the notary to authenticate the applicant's signature. The notary must provide a decision on the establishment of the Company (or protocol) and the Charter. After certifying the signature statement stapled (thread and needle).
Step № 8: Payment of the state. Fees for Opening Ltd.
For the Registration of LLC It is necessary to pay the state fee, which consists of: 1). State fee for registration of a legal entity in the amount of 4000 rubles; 2). 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 should be clarified at the registering body, in this case tax.
Step 9: Submission of documents for registration to the tax
Thus, a ready list of documents for the Registration of LLC consists of: 1. Application for State registration of a legal entity 2. Charter of the company; 3. Copy of the Charter and request for the provision of a copy of the Charter; 4. Agreement on establishment (if the number of founders is two or more); 5. The decision or protocol on the establishment of the LLC; 6. Receipts for the payment of state fees for the registration of a legal person and for providing a copy of the Charter; 7. Application for the transition to USN (if the company decided to apply USN); 8. Letter of guarantee from the owner of the premises for the provision of the legal address and notarial copy of the certificate of ownership; 9. Passport of the applicant.
After submission of documents the employee Ifts checks Passport data of the applicant and checks the set of submitted documents. The applicant then receives a receipt with a list of submitted documents. It should be known that in accordance with the federal law "on State registration of legal entities and individual entrepreneurs" in the tax is 5 working days!
Step № 10: Getting Documents about Opening Ltd.
After 5 working days, if there was no refusal to Register Ltd., the applicant must issue the documents: • Certificate of State Registration of LLC; • Registered copy of the Charter; • Certificate of Tax registration (TIN); • Extract from the unified State Register of legal entities (Egrul).
Step № 11: Get a notification about assigning statistics codes
At the end of Registration of LLC It is necessary to receive a letter from the Goskomstat about assigning statistic codes. This letter is necessary, for example, to open a current account with the bank. Without notification of assigning statistics codes, many banks refuse to open a current account.
To receive the letter it is necessary to address to the territorial body of statistics. It is necessary to have documents: Bin, extract from Egrul, tin, Charter of the company.
Step № 12: Manufacturing Printing Ltd.
The legislation of the Russian Federation stipulates that LLC must have a round seal. The company's seal should reflect the full name of the company and the location of the legal entity. Today it is possible to make the printing within an hour. Starts from 600 rubles.
Step № 13: Opening a current account
A legal entity without a current account is not a legal entity. So one of the final org. You can consider opening a current account. The current account is needed first of all for:
- Non-cash payments with clients;
- Payment of tax Payments!
The cost of opening a current account and the price of service in different banks is naturally different. On average, the opening of a current account with a minimum package of services takes about 1 000 rubles.
IMPORTANT!!! Do not forget to notify the opening of the current account tax, FSS and pension fund within 7 working days, otherwise the organization faces a fine of 5000 rubles.
More details about opening a current account read.
Step № 14: The beginning of Practical Activity Ltd.
Given the above steps, the general can be:
- At self-preparation of documents – from 8 000 rubles;
- When ordering services from specialized organizations-from 15 000 rubles.
If you still have difficulties with self-registration of the company, we advise you to use the Internet-service of Automatic Registration Ltd.