Is it possible to open a new one. Opening an LLC: step by step instructions. Coming up with a company name

This article will be devoted to the issue of self-registration of an LLC. It contains detailed instructions and answers many questions (collection of documents, opening an account, and others). Based on the results of its study, you will be able to understand for yourself whether it is worth registering yourself or seeking help from specialists.
This instruction was created so that you can open an LLC (a company with limited liability) by following these steps.

1. List of documents for opening an LLC

The collection of documents required for opening should be determined by the following questions:

• What will be the focus of the future LLC;
• How many founders will participate in this project;
• The amount of your money;
• The name of your future limited liability company;
• Address of the society, location of the future office.

2. Submission of documents

The next stage is the submission of a package of documents required for registration. If you planned the organization of your future business, then you probably already have an idea about the direction of your activities in the formation of society.

The registration of a limited liability company implies, first of all, the filing of an application for such registration. It has a section in which you must specify OKVED codes in other words, these are the types of activities that your society will be engaged in in the future.

When forming your own list of future activities, it is preferable to choose more codes. Most often, 20 codes are used in practice (it is not recommended to take more). Among them, as a rule, are those types of future activities that you may not be engaged in. This must be done so that later it would not be necessary to additionally register more OKVED codes, because a state fee of 1200 rubles will have to be paid for this procedure. It will also be necessary to amend the Charter.

In the first place in this list should be the type of activity that will be the main one. When specifying the OKED code, use at least 3 digits. This will have an impact on the insurance rate (its size) against various accidents, as well as on the ability to receive benefits from the Pension Fund. Notification of the assignment of OKVED codes can be obtained upon registration with the tax authority, as well as independently. Then you will need to contact the local authority Federal Service state statistics. You can also get codes in profile legal organizations(approximate cost - 1500 rubles, delivery time - 1 working day). The code classifier itself includes almost all possible activities.

You will have to submit to the registering authority a decision on the formation of an LLC, the Charter of the company (2 copies). These documents must be originals and not copies. And you will need a receipt for payment of the state fee.

3. Who are the LLC Founders?

In accordance with No. 14-FZ "On LLC", citizens (IMPORTANT: the presence of legal capacity and the age of majority both for citizens of the Russian Federation and for foreign ones) and legal entities (Russian and foreign) can act as founders (participants) of the company. An LLC can also be established by one member. The number of participants should not exceed 50. provided:

• for making contributions to the authorized capital in a timely manner;
• for the activities of the company within the value of contributions;
• for obligations arising from the establishment of an LLC (such as payment of expenses associated with the creation of a company).

There is a more detailed article about, where everything is described in more detail.

Before opening an LLC, what areas will be in demand in the future.

4. Charter of LLC

This document is the founding document for the society. In accordance with the above law, the content of the charter of an LLC is as follows:

• Full, abbreviated name of the company
• Location information
• Information on the amount of the authorized capital
• Composition, competence of bodies
• The rights, obligations of members of the company and other information contained in the Federal Law "On LLC".

5. Round seal. Requirements for printing LLC.

In accordance with the already mentioned law, each LLC must have a round seal. It must contain the FULL company name of the LLC (IMPORTANT: in Russian), as well as an indication of the location of the company. If desired, the seal may indicate the name in a foreign language or in the language of the peoples of the Russian Federation. Any Law Firm, which provides LLC registration services, has a standard package of these services, which includes the production of seals. It is also possible to order printing in copy centers. An order for a print costs between 500-700 rubles, and its production time is in the range of 1 to 3 days.

6. Opening a current account for LLC

The legal basis for opening an account is a bank account agreement, which is also referred to as an agreement on settlement and cash services. Before opening an account, read the terms and conditions of several banks. Only after analyzing the information received, make the most suitable bank for you.

To open an account you will need:

• Application (the form is provided by the bank);
• Documents of your organization (charter, minutes of the meeting of founders). They will need to make copies;
• Card containing samples of signatures, seal imprint. It must be notarized;
• Certificate of state registration;
• A copy of the lease agreement to the legal address;
• A document that confirms the authority of persons to manage the account.

When the documents are submitted to the bank, a current account will be opened for your company within a short period of time.

Account opening must be reported within 7 days tax office and the Social Security Fund. If this requirement is not met, then you will be fined - 5000 rubles.

Legal agencies provide services for opening a current account. Their cost is approximately 2500 rubles.

7. Registration of an LLC at the home address of the founder

The Civil Code provides for the possibility of carrying out entrepreneurial activities in residential premises. Thus, registration to the home address of your society is possible. The ideal option is to register at the address of the director, who is also the founder and is registered in the apartment. He doesn't have to be the owner. In this case, the tax office most often accepts documents. If the director is not a founder, then in most cases the tax office also does not find fault with the documents. But it is impossible to give an unambiguous answer whether you will be refused or not. If the director has a residence permit, then the registration will be successful.

If you want to register at the address of a founder who is not a director, then in almost all cases the tax office will refuse you. Of course, there is the possibility of obtaining permission, but it is better not to risk it.

In order to register, you need to submit the following documents:

• Copy of passport (notarized);
• A copy of the certificate confirming the right to property;
• Owner's consent to registration in writing.

If your documents are in order, then you will not have problems with registration.

Registering an LLC at a home address has its advantages and disadvantages. The advantages of this option include solving the problem of mismatch between the legal address and the actual one. It will also save you money on office rent. And, finally, this will act as a guarantee of your independence, since in this case no one will be able to break into your “office” without a court order.

Now to the disadvantages. If your company is in debt, the bailiffs can describe the property that is in your apartment. Another disadvantage is that your counterparties may have an opinion about the lack of solidity of a company that is registered at a home address. The bank in which you are going to open a current account in the future may also respond.

In general, such registration has both pluses and minuses. To use this option or not is up to you.

8. What to do after registering an LLC?

So, you have received a certificate of registration. But you will need to complete a number of steps before starting your activity.

As a result, it should be noted that, as a rule, the collection of documents for registration takes a significant amount of time. If you do not want to do this yourself, then a large number of law firms provide these services. Such law firms in practice take about 10 thousand rubles for registration. Therefore, depending on the availability of your time and desire, you can hire a specialist or register a limited liability company yourself.

Video about the registration of LLC:

How to register an LLC yourself? You, reading previous articles about the legal intricacies of creating an LLC, probably already asked a similar question.

Could you, without outside help, go through all the stages from collecting and compiling documents to obtaining the coveted certificates and extracts from the unified state register?

"Dashing trouble is the beginning" - they say among the people. To answer this question, you need to start trying and acting. Below is a step-by-step instruction for opening an LLC for a person who undertook to solve this problem: from the decision-making stage to the final registration of a new enterprise in the Pension Fund and statistical authorities.

How much does registration cost and how long does it take?

Before you start, I would like to give a general idea of ​​​​the problem that you are planning to solve. Let's calculate how much it costs to open an LLC and how long it can take you.

The primary collection process can take three to five days. It usually takes from one to two weeks (14 days) to competently draw up the Charter, memorandum of association, acts, orders and protocols. After submitting all the documents to the tax authority, you will receive a set of certificates of a newly created enterprise in 10 working days (in practice - 14 calendar days). After that, you will need to register at the local branch of the Pension Fund of the Russian Federation (FSS, MHIF), receive statistics codes, open a current account - you will spend another week on all these gestures. Thus, the creation of a new LLC will take you a month and a half. If we take into account the cost of your man-hour for 100 rubles, then such work for you will result in 36 thousand rubles. This does not include overhead costs for transport, telephone, utility bills, paper, forms, and duties. Otherwise, you need to add another 18-20 thousand to the previously indicated amount.

To be precise, the amount increases due to:

• state duty - will amount to 4 thousand rubles;
• certification of copies of documents by a notary - 400 rubles each document (in total, 5-6 documents - 2-2.5 thousand rubles);
• certification of the applicant's signature - 400 rubles;
• execution of a power of attorney - 700 rubles;
• formation of authorized capital in cash- Legislative minimum of 10 thousand rubles;
• transportation costs - from 300 to 1000 rubles.

And now…

LLC opening algorithm

Despite the fact that the process of creating an LLC is regulated by law, the law itself states that various nuances may arise related to the activities of the enterprise being created, the composition of the founders, the citizenship of key figures (director and accountant), and so on. We will analyze the most typical case: two adults, citizens of the Russian Federation, decided to register a company.

Step 1: company name and activities

The first thing they must do is to decide on the name and type of activity of the new company. Usually, the legislator does not have special requirements for the name, it just should not become a cause of conflicts on religious or national grounds in the future. And if such etymological morphemes as “Rus”, “Ross”, “Russia” are used in the name, you will be required to pay a fee.

The types of activities are registered in the code classifier, which you should first familiarize yourself with in order to have an understanding of what you can do in the Russian Federation.

Step 2: legal address

The next step is to obtain a "propiska" - the legal address of the enterprise. If you do not have your own non-residential premises in which you could organize an office (warehouse, shop), then in this case there are consulting firms specializing in the selection of legal addresses. The legal address determines the tax authority to which the LLC will be assigned. In fact, you can rent an office anywhere. In this case, you will have a “actual location address”, which will also need to be indicated in the documents.

Step 3: authorized capital and distribution of shares

The third step is the determination of the amount of the authorized capital and the distribution of shares between the founders. It is necessary to decide how much you are ready to invest in the enterprise (not less than 10 thousand rubles) and who will contribute it in what proportions. Usually these are equal shares between both participants (50/50), but it happens that a share is paid in the form of property, then the share will be the actual value of this property. If it is money, then a credit order must be filled out, if it is a thing, then an act of posting to the balance sheet is drawn up for it.

Step 4: Who is the director?

The fourth step is to determine the director of the enterprise. It can be one of the participants or an employee invited from outside. An appointment order and an employment contract are issued for the director.

Step 5: meeting of founders

At the stage of the fifth step, the founders hold their first meeting, at which they decide all the key issues for registering an enterprise: a Protocol is drawn up, which prescribes a decision on the creation of an LLC, its name, legal address, authorized capital, composition of the founders.

By order, directors are required to bring all documents required for registration of legal entities into compliance with applicable law.

Step 6: Charter

The Memorandum of Association of the company is also drawn up.

Step 7: go to the notary

At the next stage, the founders and the director at the notary draw up an Application in the form No. Р11001. When certifying documents, the notary will definitely request all decisions, protocols and orders - you must be prepared for this in advance.

Be sure to pay the state duty (4 thousand rubles) and the certification of a copy of the order (400 rubles). Be prepared that no one will compensate you for these costs in case of returning documents for alteration. Therefore, one can often hear advice that it is better not to deal with the issues of registering an LLC on your own, but to entrust this matter to more experienced comrades.

After all documents are collected (including copies of passports, rental agreement or letter of guarantee from the owner of the premises, acts of acceptance of property, charters, contracts and founders - legal entities) you can make your way to the registration authority (FTS).

Step 8: register with the Federal Tax Service

Before submission to the tax office, all documents are laced, the pages are numbered and sealed (if any).

After receiving the Registration Certificates, entering information into the Unified State Register of Legal Entities and assigning the OGRN to a newly formed company, an extract from the Unified State Register of Legal Entities and a copy of the Charter, you need other extra-budgetary funds, as well as obtain codes from the statistical authorities. It will be much easier to do this, especially after gaining knowledge on how to open an LLC on your own.

In parallel, you can open a bank account. Without it, it will be difficult to fully and efficiently conduct financial and economic activities.

Also, given the fact that an LLC must necessarily maintain detailed accounting and tax records, it will be necessary to appoint a Chief Accountant (or a person acting in his capacity, it may be the General Director), draw up orders on accounting policies and maintaining business accounting registers.

If you decide to arrange own business in Russia, you have two options - open an individual entrepreneur or establish a legal entity. Although the latter requires more effort and is somewhat more expensive, it has a number of significant advantages. A commercial enterprise registered in the form of a legal entity has more opportunities. And this applies to almost all aspects of doing business, from the choice of the type of activity to the likelihood of becoming a participant in the global market.

Having decided to open an organization, you need to conduct serious comprehensive preparation. In this article, we will talk about what this process includes and how to register a legal entity yourself.

Creation and registration of a legal entity

The stages of creating organizations will differ depending on the organizational and legal form. Therefore, the first thing to do when opening an organization is to choose the form of an economic entity.

Among commercial organizations, representing the segment of private business, distinguish:

• business partnerships;
• business companies;
• production cooperatives;
• business partnerships.

Each of these forms is convenient in its own way for the implementation of various projects. The most widespread in the Russian Federation are limited liability companies (LLC) and joint-stock companies(public and non-public).

The process of creation and registration of a legal entity of all the above forms are regulated by the Civil Code of the Russian Federation and relevant legislative acts. Consider the stages of opening an organization using the example of an LLC.

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Stages of opening an organization on the example of an LLC

Having decided on the form of doing business, you should establish the composition of the participants of the legal entity. faces.

If you are planning to open an LLC, it is important to know: you can act sole founder society. By law, the number of participants in an LLC can be from 1 to 50.

About who has the right to become the founder of an LLC, and who can lead it, see the following video:

Next, the founders of the organization need to draw up and sign an agreement, which should indicate the terms of cooperation, the rights and obligations of the participants, their responsibilities, etc. When an LLC is opened by one person, this stage is skipped.

One of the most crucial moments in the establishment of an LLC is the creation of the Charter of the enterprise. This official document regulates the procedure for all activities of the company, in addition, it is mandatory for registration of a legal entity with the Federal Tax Service. What should be included in the bylaws?

Here is a list of information that must be included in this document:

• company name (full and abbreviated);
• legal address - the place where the organization will be located;
• the size of the authorized capital of the company (from 10 thousand rubles);
• the composition and competence of the company's management bodies;
• the rights and obligations of the founders (including the conditions for withdrawing from the LLC and the transfer of shares in the authorized capital);
• the procedure for recording documents and providing them to interested parties.

If necessary, the Charter of the enterprise can be supplemented with other relevant provisions for the participants, if this does not contradict the law.

Important! To register a new legal entity with the Federal Tax Service, you will need two originals of the Charter, so you should immediately make sure that the specified constituent document is issued in two copies. One of the originals of the Charter, certified by the Federal Tax Service, you will receive back at the end of the state. registration.

Having finished with the Charter of the enterprise, it is necessary to draw up a decision on the establishment of a legal entity. faces. If several participants are implied, then it is drawn up in the form of a Protocol general meeting. One way or another, the document must contain information about the approved Charter of the enterprise.

Until 2014, the founders of an LLC were required to contribute at least half of the total amount of the authorized capital before submitting documents to the Federal Tax Service. For this purpose, most often, even before a visit to the Federal Tax Service, a current account was opened for a new legal entity in financial organization, and the participants paid their shares according to the agreement. However, in May 2014, this norm was canceled, and now each founder has the right to contribute his share at any time, but no later than four months from the date of the state. registration.

Important! As of 2015, limited liability companies are not required by law to have a seal. However, if the founders decide that it is necessary, then information about the press must also be included in the Charter of the organization.

Having properly prepared all the necessary documents confirming the fact of creating an economic entity, the founders only have to pay a mandatory fee in the amount of 4,000 rubles and choose one of the registration methods with the Federal Tax Service available today for legal entities.

Why do you need to register a legal entity

Official data on each organization operating in Russia in a generalized and ordered form is contained in the Unified State. register of legal entities (USRLE). Information about a new business entity is entered into this document by representatives of the tax service following the registration of a legal entity. faces.

Meaning state registration legal entities is as follows: only after passing this mandatory procedure, you have the right to refer to the fact that you are conducting activities on behalf of the organization. In other words, it is legalization, legalization of your business. If you do business, bypassing the state. registration, then sooner or later it will come to the surface, and the state may apply a number of sanctions against you, as a founder.

In addition, without the official status of a legal entity, you will not be able to cooperate with serious and trustworthy partners. Today, each interested person, before entering into an agreement with a counterparty, can check it for a confirming record in the state. register.

Registration of a legal entity in the tax office

Having drawn up the documents necessary at the initial stage of creating an organization and finding out why you need to register a legal entity, you can proceed directly to the procedure itself.

First of all, you should decide how you will act if you plan to register a legal entity yourself. Available methods:

• personally, having made a visit to the division of the Federal Tax Service or to one of the multifunctional centers;
• remotely (using the portal of the Federal Tax Service, through the website of public services or by sending documents by mail).

If you plan to submit documents in person, you need to clarify. Registration is carried out at the legal address of the organization, which can also be the home address of one of the founders.

If you prefer remote filing of documents, then keep in mind that all the necessary papers will have to be notarized, and in the case of electronic sending of documents, they will also be signed with an enhanced electronic signature.

Which you prepared at the stage of creating an organization, will need to be supplemented with a statement on the state. registration of legal faces. The form and the rules for filling it out should be found on the website of the tax service www.nalog.ru.

Important! In a statement about Mrs. registration is not allowed to have any errors. All data must be reliable and match the information contained in the Charter of the organization.

The full package of documents that must be submitted to the Federal Tax Service during the initial registration of a legal entity must include:

• Charter (2 originals);
• Decision or Protocol establishing;
• application in the form P11001;
• receipt for payment of state duty.

Having transferred all these papers in one of the available ways to the Federal Tax Service, you should wait within five business days. During this time, the service staff will carry out all the necessary checks and consider your application. Based on the results of the review, an appropriate decision will be made.

If the decision is positive, then in the tax service you will receive:

• Certificate of tax registration of your company;
• an extract from the register;
• one of the originals of the Charter with the notes of the Federal Tax Service.

However, the decision of the Federal Tax Service regarding the registration of legal entities is not always. faces are positive. Founders may face such a problem as denial of state registration. registration.

Problems in the registration of legal entities, and ways to solve them

The reasons in connection with which the employees of the Federal Tax Service have the right to refuse to register a company for you are very diverse. All of them are included in the Federal and IP No. 129-FZ.

Most common reasons for rejection:

• provision of false data;
• errors in documents;
• lack of notarization, if such is required;
• ban on the right to practice entrepreneurial activity in relation to one of the founders, etc.

In order to avoid problems during the registration of legal entities, it is recommended that special attention be paid to the execution of all required papers. There are frequent cases when the tax service refuses to register due to errors in the constituent documents.

If you are not sure that you can correctly draw up the Charter of the organization, we recommend using exemplary form of this document posted on the information and legal portal Garant www.garant.ru. Using the standard form of the Charter will allow you to avoid mistakes and develop your own constituent document, taking into account all existing requirements.

An important role in the registration of legal entities. The face is played by who exactly will act as the applicant. One of the participants (or all founders in full force) or the head of the organization, for example, the general director, can sign the application. It is necessary to notarize the signature in all cases, except when all participants of the legal entity are present when submitting documents to the Federal Tax Service. faces.

What to do if you need to reorganize an existing legal entity

If you have successfully registered your organization with the tax service, and later in the course of your activity you are faced with the need to expand your business (or any other transformation), you have the right to reorganize the company.

We have a registered organizational and legal form LLC. Activity has not been carried out since the moment of registration, there is not even a current account, i.e. Approximately 3 years, reports were not submitted, the legal address is “expired”. Tell me, is it easier to open a new form or reanimate this one?

Answer

Hello Stanislav.

There is no single answer. Of course, it will be cheaper and faster to open a new LLC.

If you decide to revive the old, then you first need to make a request and get an extract from the Unified State Register of Legal Entities. From it you will find out whether the bankruptcy procedure has been initiated, who is executive body Who actually owns the LLC. Then you need to determine what payments, penalties, debts for LLC obligations you need to pay. The statute of limitations for taxes is three years from the date of indebtedness. You also need to submit reports and unblock the account. Pay taxes and fines, with zero reporting they will be small. In addition, you will have to restore the financial statements, if necessary, make changes to the Charter, appoint CEO, register a new legal address, goals of activity - all changes are paid. However, many providers are reluctant to work with newly registered legal entities. Therefore, it is up to you to decide whether it is preferable to open a new LLC or deal with the old one.

Often, businessmen have a question: How to restore an IP after closing? Are there any legal time limits for this? How to register - in full or reduced? Let's take a look at the legal nuances.

How to close the IP and open again

Cancellation of business can occur for various reasons - from the adoption of a voluntary decision by an individual to the closure of a business by a court order. In general, with the exception of some cases, which will be discussed below, the legislation of the Russian Federation does not prohibit the re-opening of a company with the status of "individual entrepreneur" after the official liquidation of the former. How to restore a closed IP?

It should be noted right away: it will not work to restore the old IP. If the business was closed in accordance with the procedure approved by Law No. 129-FZ of 08.08.01, the entrepreneur has already been excluded from the USRIP. Consequently, the legal status of the activity has been lost and it should not be restored, but re-registered. The procedure is carried out in a general manner, no concessions are provided for already experienced businessmen. If the directions of activity change, it is required to take this into account when submitting an application f. R21001. How is IP registration carried out after the IP is closed? How long can it take to reopen?

Re-registration of IP after closing

If an entrepreneur intends to do business again after some time, first you need to remember how the previous IP was closed. If during liquidation all reporting is provided, and taxes and fees are paid in full, there will be no problems. If, at the time of closing, there were outstanding obligations, the entrepreneur did not pay them, and 3 years have not passed yet, it will not be possible to register an individual entrepreneur again. Why? It's very simple - during the limitation period, a citizen is liable for obligations that arose in the course of economic activity, even after the liquidation of entrepreneurship.

What to do? First of all, pay off your debts. That is, to pay the debt on taxes and fees, including insurance, to the state budget and off-budget funds. Beforehand, it is better to check with government agencies (IFTS, PFR and FSS) and clarify the amount of unfulfilled obligations. After the calculations, you can proceed directly to the generally established procedure for registering a new IP.

How to reopen IP - algorithm of actions:

Selection of OKVED activities suitable for working activities.

Filling out an application form f. Р21001 - if the document is submitted by a representative, it is necessary to obtain a notarized power of attorney.

Payment of state duty in the amount of 800 rubles.

The choice of the optimal taxation system - when using the simplified tax system simultaneously with the application f. R21001 is required to submit a notification on the application of simplified f. 26.2-1.

Submission of a package of documents to the IFTS - application f. P21001 is presented together with a citizen's passport; his TIN; receipt for payment of state duty.

Issuance of documents on registration of an individual in the status of an individual entrepreneur is carried out within 3 days from the date of submission of all forms under paragraph 3 of Art. 22.1 of Law No. 129-FZ. At the request of the entrepreneur, after the establishment of the company, it is possible to open a bank account and make seals / stamps.

How many times can I open and close IP

The registration algorithm is clear, and after the IP is closed, when can it be opened again? The answer depends on why the firm was closed. In the case of voluntary liquidation, there are no time limits for re-registering a business. Another thing is forced closure by a court decision. This happens when an individual entrepreneur goes bankrupt or a court ban is imposed on the conduct of activities.

If the entrepreneur was declared insolvent, that is, bankrupt, it is possible to reopen the IP no earlier than after 5 years. Suspension of rights is made on the basis of paragraph 2 of Art. 216 of Law No. 127-FZ of October 26, 2002. The completion of the sale of the assets of an individual or the termination of legal proceedings during the insolvency procedure is taken as the reporting date. A copy of the court decision is sent to the registration authority - a division of the Federal Tax Service, where the entrepreneur was registered. After the expiration of the restrictive period, a citizen can re-do business; during the restrictions, it is forbidden not only to open an IP, but also to participate in any way in the management of legal entities (clause 4, article 216 of Law No. 127-FZ).

Conclusion - we figured out how long it takes to open an IP after closing. As it becomes clear, the registration mechanism is regulated by Law No. 129-FZ and does not prohibit entrepreneurs from reopening as many times as they like, subject to regulatory requirements.