At the initial stage, many start-up entrepreneurs, when registering their activities, face a lot of formal problems. For example, you want to open an LLC yourself, without the help of a lawyer. This procedure is simple, but without the knowledge of regulations is beyond the power of some people. The legal services market is currently developed enough to provide professional assistance in this field to everyone. Also created a lot of teaching aids that describe how to open an LLC. The step-by-step instructions given in them are very convenient, but most business people prefer to entrust the problem to specialized firms. As a rule, this is due to the desire to save time and avoid errors in documents.
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First you need to determine the legal status of the future enterprise. It depends on several factors, first of all, financial responsibility, the form of tax and accounting, respectively, the types of taxes paid to the budgets of various levels. The most common form of commercial enterprise today is a limited liability company (LLC). In accordance with the current legislation of the Russian Federation, LLC is a legal association that can be organized by both citizens (individuals) and enterprises. The authorized (joint-stock) capital is distributed among business owners (founders), each of which bears economic responsibility only in the amount of its contribution.
"I want to open an LLC!"
Before starting this troublesome process, it will be useful to get acquainted with the legislative acts regulating the work of the company in this status. This is the Federal Law “On Limited Liability Companies” No. -14 dated February 08, 1998 and Federal Law No. 129 dated August 08, 2001 “On State Registration of Individual Entrepreneurs and Legal Entities”. After studying these documents, many entrepreneurs will have a question: "How much does it cost to open an LLC with the help of a specialized company?" When comparing costs, it turns out that the amounts are approximately equal. The services of a law firm that helps to open a turnkey LLC, get a seal, statistics codes, open a current account, will cost an average of 20 thousand rubles. Moreover, this price is average for the country, from Moscow to Vladivostok. When trying to open an LLC on your own, the amount of expenses can be significantly higher, especially if you have to submit documents several times, due to mistakes.
Where can I register a company
Open LLC in Moscow or Novosibirsk - choose only to the owner. The registration procedure, the list of documents, the sequence of actions are the same. The place of registration depends only on the legal address of the future company; accordingly, it is necessary to apply to the tax inspectorate of the registration area. Opening an LLC in another city can be quite simple by placing a production base there or by renting a room for a central office. Many entrepreneurs optimize tax payments in this way. At the same time, the law does not regulate the number of organized companies, i.e., how much to open an LLC. In today's economy, holding companies are spreading. Production activity is carried out by one organization, the second is engaged in retail trade, and the third produces bulk deliveries. Such a scheme is beneficial for entrepreneurs to optimize the tax burden.
How to open an LLC: step-by-step instructions
The main difficulty is the correctness of filling a large number of documents, although, according to some entrepreneurs, this is a kind of school for all future activities. At the initial stage, everyone determines for himself what is more profitable for him: to pay for the result or to achieve it himself. So, in order to open an LLC yourself, it is necessary to go through the following steps in stages.
Stage 1. Name
Not the most difficult, but the most responsible first step. We create a company, lay its foundation. Firstly, the name. The owner’s fantasy is limited only by the legislation of the Russian Federation, specifically article 1473 of the Civil Code, each clause of which contains a specific requirement for the name. A prerequisite is an indication of the form of ownership of a commercial organization (ZAO, LLC, OAO). It is possible to use the words “Russia” in various variations in the name only with the consent of the Government of the Russian Federation, which will evaluate not only the scale and activity of the company, but a host of parameters not related to commerce.
It is also necessary to remember that there is a full name of the company and its abbreviated counterpart. For use on letterhead and internal orders, a brief version is sufficient, for example, Bumblebee LLC. In most constituent documents, it is required to indicate the full version, for example, Bumblebee Limited Liability Company.
At the initial stage, it is also necessary to determine the scope of the enterprise. The number of species is limited to 20. Accordingly, the selected OKVED codes will appear in the registration documents.
Stage 2. Founders and capital
The number of founders (owners) of the business is determined. Depending on their equity participation and the size of the contribution, the authorized capital is formed. The number of participants depends on which LLC to open. They can be from 1 to 50, depending on the size and scope of activity. The amount of cash or non-cash contributions of each co-owner is not regulated, the law establishes only the lower limit of the size of the authorized (joint-stock) capital - 10 thousand rubles.
The share may be paid in cash, assets (property), revolving funds. At the same time, non-cash funds are subject to independent evaluation. According to its results, the monetary expression of value is determined, which is the amount of the contribution. If there are several owners, then the general meeting selects the director, who is not necessarily part of the founders. The order of his appointment and the minutes of the meeting are additional documents to the charter of the company.
Stage 3. Address
The created LLC must have a legal address. If the property of one of the founders is a non-residential premises suitable for the company’s activities, then it may appear as a place of permanent registration. In the case of rental of premises, a letter of guarantee from the owner (lessor) with confirmation and a lease agreement drawn up in the form approved by regulatory enactments will be required. LLC registration is possible at the address of the place of permanent residence of the director (or general director). In this case, a copy of the passport is provided.
Stage 4. Charter
Creating a charter for a future company is a very important issue. This document is the basis for state registration (registration) of the LLC as a legal entity. The charter of the enterprise must contain the following positions:
- Name (full and abbreviated).
- Address (legal required, actual optional).
- Governing bodies, decision-making procedure, documentation.
- The authorized (stock) fund, composition, size, procedure for increasing and decreasing, transfer of shares to third parties.
- The composition of the founders, the procedure for the entry of new members, the withdrawal from the membership of the company.
The charter is printed in 2 copies, must be signed, numbered, stitched and certified.
Stage 5. Taxation system
The value of this paragraph is very large for the financial activities of the future company. It is necessary to determine the taxation system for work. Maintaining tax and accounting, types and procedures for reporting, fees that an enterprise is required to pay - it all depends on the mode chosen (USN, KSNO, UTII). As a rule, at this stage, consultation with the chief accountant is required, if he has already been hired, or a specialist auditor to establish the entire system and its optimization.
The final point of the preparatory stage is the payment of state fees. It can be produced through any branch of Sberbank, its size today is 4 thousand rubles. Before submitting documents, the original receipt of funds must be attached to them.
Step 6. Documents
The next step in registering a company is to collect a package of documents and submit them for processing to the tax office. Law firms and outsourcing companies can tell in detail how to open an LLC. The step-by-step instruction at this stage provides for the collection of the following securities:
- The charter of the company (2 copies).
- Decision (agreement) on the establishment of the company, minutes of the general meeting (in the case of several founders).
- Composition of owners.
- State application form registration (in the form of P11001). The signature is notarized.
- Orders (instructions) on the appointment of the chief accountant and director of the (general) organization.
- A letter of guarantee when renting a building - a carrier of a legal address.
- A receipt confirming the deposit of funds for registration.
- A statement of the applicable tax regime, if the simplified tax system is used.
You can prepare the above documents for free with .
Step 7. Verification
Stapled, certified documents should be carefully reviewed again. If a tax inspector finds an error, then the registration of the company will not take place. All work will need to be carried out again, while the paid state fee is not refundable. The next submission of the full package of documents should contain a new receipt on the transfer of funds.
When you open an LLC through a specialized company, finalization of the package of documents is free of charge. In this case, the errors are eliminated at the expense of the company with which the contract for the provision of relevant legal services is concluded. A tax inspection specialist is required to issue a receipt with a complete list of documents received for processing. It also indicates the date of receipt of registration certificates, if there are no questions about the securities provided.
Step 8. Receiving documents
The official term for processing documents is 5 days (working). After this, the applicant must contact a specialist and get a solution. In case of refusal of registration, the reason is indicated in the official document. We start the process anew, correct the shortcomings and re-resolve the issue of how to open an LLC. The step-by-step instructions presented above will help. With a positive decision, the following documents are issued:
- Certificate of state registration of legal entity (LLC).
- Certificate (taxpayer identification number) of tax registration.
- Charter certified by the tax office.
- Extract from the register.
Step 9. Registration
After registering with the local tax office, you must register the LLC with all relevant funds and the statistics department. The statistical codes assigned after the presentation of the Charter, the current extract from the Unified State Register of Legal Entities, TIN, OGRN, are used to open a settlement account of the enterprise. At the moment, the one-window principle works , so there is no need to go to extrabudgetary funds on your own. The tax authority must issue a notice of registration of the enterprise in the FSS, PF and the health insurance fund. If one of the documents is missing, you will have to visit this department yourself. You must have all the papers issued by the tax inspection and a passport proving the identity of the applicant.
Step 10. Printing
We can say that the registration was successful. Certificates of registration with all extra-budgetary funds have been received, the organization has been registered as a taxpayer, you can proceed to the final stage. We create the seal of LLC. To date, the service is common, when contacting the appropriate workshop of each company, they will offer several stamp and round stamp options, not to mention additional stamps. Moreover, if a stamp is kept in a strict, business style (name, details, company codes), then stamps for internal use may contain the logo of the company, which gives room for the owner’s imagination.
Step 11. Accounts
Where to open an account for LLC? For most entrepreneurs, this issue is not difficult. Of course, you need to have partnership and business relations with the bank, which are built on trust. In this case, the reputation of a financial institution, its technical equipment, the location of the nearest office (branch), payment for servicing settlement, currency and special accounts play a large role.
Particular attention must be paid to customer support. A modern, convenient, high-speed program should be run, serviced by the bank's technical services. You should be able to get appropriate specialist advice at any time without any problems. The choice of a credit institution is currently quite large, so any recently registered legal entity has a wide choice. The legislation of the Russian Federation does not limit the company in the number of accounts, therefore, if such a need is visible, you can open several settlement or special service units in different banks.
Stage 12. Final moment
After opening one or several current accounts, it is necessary to provide all information about it to the tax inspectorate and funds within seven days (7 business days). In case of violation of the deadlines by state authorities, penalties may be imposed. If the new company headed by the director independently successfully passed all the tests of Russian legislation and bureaucratic red tape, then it has a huge development potential. Open LLC yourself succeeded, it remains to wish success in professional activities!