The procedure for registering a legal entity is quite transparent and simple. You will need to collect a certain package of documents and contact the territorial office of the Federal Tax Service. However, each applicant has a risk of rejection, although according to statistics, no more than 9% of applicants receive a rejection. Therefore, before preparing documents for opening an enterprise, it is very important to familiarize yourself with the list of reasons that may be grounds for refusing to register an LLC.
Legislative framework
The procedure for registration of legal entities and individual entrepreneurs is prescribed in Law No. 129-FZ. According to the requirements of this normative act, registration can be refused only for 6 reasons:
- Providing an incomplete package of documents that will not allow registration actions, or the applicant will provide false information.
- Sending a package of papers to the wrong territorial authority.
- If documents are submitted for making changes on behalf of the company being liquidated.
- Failure to comply with the norm prescribing notarization of documents and applications.
- Registration of IP at a time when the old is not yet closed.
- Registration of simultaneous exit of all participants from the LLC.
According to the provisions of the same law, there are no other reasons for refusal, and if it is nevertheless given, then such a decision of the Federal Tax Service may be appealed.
It may immediately seem that everything is clear and simple with the reasons for the refusal to register LLC and IP. In practice, people who have not previously encountered the registration procedure and have not contacted specialized specialists in collecting and preparing documents most often receive a refusal.
More experienced entrepreneurs may also face the problem of rejection, because you can “pull up” anything you like under the concept of “incomplete package of documents” or “false information”. Moreover, normative acts do not provide for the procedure for providing registration case materials and it is not possible to identify on what grounds a decision was made to refuse state registration of LLCs. In fact, the applicant receives a decision on his hands and cannot immediately eliminate the mistakes made, since the grounds for refusal are spelled out briefly and dryly, and only formal excuses are given to oral requests.
Inaccuracies and errors
The most common layer of reasons for refusal to register LLC is inaccuracies and blots. Many applicants make common spelling mistakes or even make mistakes in writing their own surname. This category also includes applications filled in red ink or capital letters, as required by the instructions. It is not allowed to attach all sheets of the application, that is, if only sheet “A” and “G” are filled in, then all the rest should not be attached. You can not print applications for registration, making changes on both sides of the sheet. All sheets are numbered in three-digit numbers, that is: "001", "002" and so on.
Lawyers recommend that in such situations, correct errors by first reading the instructions for filling out the form P11001 and other accounting forms and transfer the documents again for registration.
Document mismatch
Another reasons for the refusal to register LLC, which are very common. Most often, applicants, acting through an authorized person, forget to attach a power of attorney to it. Naturally, if the credentials of the applicant for registration of the enterprise are not confirmed, then a refusal will be received.
Some people manage to download old application forms, which becomes a reason for refusal. Due to errors by notaries, they are often refused, as well as due to the lack of signatures of the founders on all sheets of the application or in the minutes.
Sometimes applicants forget to flash documents or do not check the name of the future enterprise and it turns out that an LLC has already been registered under that name. Some applicants incorrectly supply the OKVED code or use the old classifier, and sometimes they even forget to pay the state fee or attach a receipt for its payment.
Lawyers assure that these reasons are easily removable and the applicant can deal with them independently.
Legal address
Another of the most common reasons for the refusal to register LLC is that the building at the declared address as a legal entity is absent or cannot be used as an office. The third category is the lack of consent of the building owner to register at the LLC address.
The concept of “legal address” does not exist in legislation, but it can be fully identified with the concept of “location of a legal entity”. According to the provisions of Law No. 14-FZ, such a place is defined as the place of registration of the LLC, where permanent executive bodies should be located. Therefore, lawyers recommend that before choosing a legal address, it is imperative to obtain confirmation of consent from the landlord to register the company at this address and check the latter for mass character.
Questions to the founders
The reason for the refusal to register LLC in tax may be the existing ban on entrepreneurial activity by one of the founders.
In some cases, the amount of the authorized capital does not correspond to the values of the shares of participants. Some founders are so often registered in this capacity that they can be considered as individuals who are suspected of involvement in the mass registration of one-day firms.
National tax
Another very important issue that worries applicants, if they refused to register the company, is the state tax refund? The legislation provides only two cases that allow you to return the fee:
- if the amount of payment exceeds that provided at the time of registration;
- if the applicant refused to submit documents prior to the procedure.
In other cases, it is believed that the work of the Federal Tax Service is carried out, and the state fee is not refunded.
What to do if refused?
How to find out the reason for refusal to register LLC? The decision of the Federal Tax Service must indicate the grounds for refusal. Conventionally, such motives can be divided into:
The first category includes those reasons that are associated with errors in applications or not all the documents have been collected and so on. In this case, you should correct all inconsistencies, eliminate errors and contact the Federal Tax Service again.
If the applicant believes that the decision on the refusal was made unreasonably, he is entitled to contact the higher management of the specialist who made the decision, or file a lawsuit. As advised by lawyers, it is better to immediately go to court if there is irrefutable evidence of the illegality of the actions of FTS specialists.
The form and content of the complaint to the Federal Tax Service
Failures in state. LLC registrations may be appealed against to a higher management by law No. 129-FZ. According to the requirements of Article 25.4, the complaint must contain the following details:
- data of the authority to which the appeal is directed;
- applicant data, including F. I. O., place of registration, if submitted on behalf of a legal entity, then registration data of the enterprise;
- information about the decision that was made;
- name of the territorial body that made the decision;
- a description of the actions that led to the complaint;
- requirements that the applicant makes.
It is recommended that contact details be indicated in the complaint so that the recipient has the opportunity to clarify the nuances. When submitting an appeal through an authorized person, it is necessary to indicate his data and a document that will confirm the validity of his actions.
Lawyers recommend compulsory enclosure of papers that confirm the applicant’s correctness. Be sure to attach a copy of the decision so that the executor’s management does not waste time searching for this document.
You can submit a complaint in person, through the office of the territorial branch of the Federal Tax Service or send by mail, filling out a letter of notification. It is possible to file a complaint over the Internet, but in this case, the applicant must have an electronic digital signature.
Dates and possible scenarios
An appeal against a refusal to register an LLC is possible for 3 months from the date of receipt of the decision. The higher management is obliged to consider such an appeal within 15 days.
In an extreme case, if the above arguments require additional verification, the review period may be extended, but not more than 10 days.
If the complaint is satisfied by the higher management, the executor who issued the refusal is obliged to register the LLC.
If the higher management refuses to satisfy the complaint, the applicant can only go to court.
General recommendations
Naturally, it is best to seek professional help if you refuse to register an LLC to a lawyer or a specialized company. However, you can independently verify all the shortcomings, correct them and again apply for registration.
It is always worth remembering the following points:
- any documents that consist of more than one sheet must be stitched, numbered and certified by the signature of the applicant;
- in the application in the form 11001 the TIN of not only the director, but also the founders is indicated;
- the address should be indicated taking into account generally accepted spelling rules, that is, in full, including the region or region, zip code, and so on;
- the payment document attached to the application must necessarily bear the signature of the applicant;
- make sure that the notary on the documents has a legible signature and decrypts it.
Lawyers always focus on the fact that before choosing a company name, you should check in the registry so that there is no such name, since such a statement will definitely make a decision on refusal.