One of the most popular legal forms of doing business in Russia is a limited liability company. How complicated is the registration procedure for this type of organization? What documents are needed to open an LLC? Independently, what needs to be done in order to register a branch of the organization? How to open a firm bank account?
The legislative framework
The procedure for registration of a limited company is regulated by two main legislative sources. Firstly, it is the Civil Code of the Russian Federation: it explains the essence of this organizational and legal form of doing business, outlines the main differences of LLC from other legal entities. Secondly, it is the Federal Law "On State Registration of Legal Entities". It, in turn, explains the nuances that reveal how to formalize the activities of the LLC in the most correct way.
There are also many by-laws that reveal the details of registration procedures. business companies of this type.
What is an LLC?
Before deciding what documents are needed to open an LLC, we will examine the essence of this legal form business. A limited liability company is created by one, two or more persons with mandatory formation of authorized capital (its minimum volume is 10 thousand rubles). LLC participants, according to the law, are not liable for the official obligations of the newly created enterprise (but they conduct business, realizing the risk of possible losses within the financial values reflecting individual shares in the business).
Is liability limited in LLC?
As we said above, LLC participants do not bear personal responsibility for the obligations of their business. That is, if a company has large debts, then they have the right to collect them only from the authorized capital of the company. However, LLC lenders have a legal right to initiate a company bankruptcy process, in which LLC participants can still be held liable in a subsidiary form. During the court hearings, it may be established that the LLC became insolvent due to the conscious actions of its founders (or, conversely, the lack of proper reaction on their part). And then the owners of the company will respond in person (at the expense of the property).
We pass from theory to practice. Before us is an algorithm recommended by experts, following which an entrepreneur (or group of those) can register a limited liability company. We will study what documents for opening an LLC are needed and what are the nuances of interaction with competent state bodies in the process of formalizing a business.
LLC registration: come up with a name
The first step is to come up with a company name. According to the laws of the Russian Federation, it must be in Russian (or transmit a foreign word in transcription, for example, "Beauty Entertainment Systems"). LLC can have two names - full and abbreviated. If a company is registered in one of the Russian republics, then both names may also sound in the national language of the subject of the federation.
In some cases, the name of the company should include occupation. In particular, this applies to businesses involved in certain types of financial transactions (such as, for example, buying up precious metals, organizing electronic payment services).Experts do not recommend including the words "Russia", "Moscow", "Olympic" in the name of the company.
Need an address
Mandatory attribute LLC - legal address. In the absence of an office, the company may well have the address of registration at the place of residence of one of the co-founders. The list of documents for opening an LLC intended for registering a company includes:
- a letter of guarantee from the owner of the real estate (apartment, office) stating that he is ready for the company to be registered at the facility;
- certificate of ownership (if the company is registered specifically in the apartment);
- copy of passport (required with a page on which there is a stamp on registration).
Choose an activity code
The next step is to determine the so-called activity code. In Russia there is a federal classification of types of economic activity (OKVED), in which these same codes are contained. You need to select the code (one or more) that is most appropriate for the intended type of activity of the LLC. We write down the numbers corresponding to it.
Main documents
We turn to the "paper" component of the process of registering a company. What documents are needed to open an LLC in the first place?
These include, first of all, the decision that the company is being established. If there are several founders of an LLC, then a collegial minutes of the meeting will also be needed. What is the structure of the document in question? It must reflect:
- name of the LLC (both full and abbreviated, written in the languages of the national republics);
- address;
- information about the company's charter;
- information about the leader (name, term of office).
The list of documents for opening an LLC, as we recall, may also include the minutes of the meeting of the co-founders. It should contain information on resolving a number of issues. Namely:
- on approval of the legal form of business;
- the name of the LLC, the address of the company;
- on the size of the authorized capital;
- about shares in the ownership of the company;
- about the charter;
- about the head of the company.
The solution to each issue should be based on a vote. The fact of unanimous adoption of any wording is subject to inclusion in the text of the protocol. Then, several copies of this document are created: one for each of the co-founders, for the archive of the company, as well as a copy for the registration agency.
Should an agreement on the establishment of a company be included in the package of documents for opening an LLC? Experts note that it is not necessary in terms of correct state registration of the company. This agreement is necessary for the co-founders themselves (it reflects their mutual agreements regarding doing business).
In turn, the charter includes a list of documents for opening an LLC related to critical ones. It is called by many experts the most important in terms of the procedure for registering a company. Information that is indicated in the framework of the standard structure of the charter:
- name, address, duration of the company;
- information about the founders;
- goals of creating a company, activities;
- legal status of the company;
- information about the branches of the organization;
- information on the authorized capital, on procedures for changing its value;
- rights and obligations of co-founders;
- procedure for exit of LLC participants from the business;
- the procedure for transferring a share in the ownership of the company to third parties;
- inheritance of shares in the business;
- revenue distribution;
- company management structure;
- information about the general meeting of the founders;
- information on executive bodies in the management structure;
- information on audit (audit) functions;
- company liquidation procedure.
Fill out the application
Having decided on what documents are needed to open an LLC, we proceed to the practical steps for registering a company. It is necessary to fill out an application in the form P11001. This is the main document for registering an LLC. The most important thing is not to make mistakes in filling it out.There is a requirement: the font must be uniform, of the same type (it is impossible for some letters to be printed and others to be written by hand). Also, many territorial structures of the Federal Tax Service are asking entrepreneurs to fill out form P11001 with Courier New font in the amount of 18.
As soon as all the necessary information is included in the application, it must be signed by all the founders of the LLC. If they are present at this moment in the office of the Federal Tax Service, then notarization is not required. If they sign the document in absentia, then an appropriate visa is needed.
At the notary
If the co-founders still have to turn to a notary public, then he will also need some papers. These, as a rule, include already existing documents necessary for opening an LLC, namely the decision to establish a company and its charter. Also need passports of the co-founders of the company.
Taxation: the benefits of the simplified tax system
After the application is submitted to the Federal Tax Service, it is possible to determine the tax system. Too many entrepreneurs prefer to work on the simplified tax system, that is, on a simplified taxation system. It is, in fact, a separate tax regime. The attractiveness of the simplified tax system is obvious: the amount of tax when working with it is quite small - 6% from revenue or 15% from net profit. In this case, taxes can be reduced by the amount of mandatory payments to state funds - PFR and FSS.
When to switch to the simplified tax system?
The transition to the simplified tax system is recommended by experts during the registration of the company. An application for simplification is submitted by transmitting to the Federal Tax Service a form of type 26.2-1 (best of all at the same time as other documents). However, if an entrepreneur forgot to submit an application for the simplified tax system (or decided to think), he has 30 days after the registration of the company in order to have time to do this.
Checking account
What documents are needed to open an LLC, register a company and select the optimal tax regime, we found out. The next most important step is to draw up a bank account. Of course, it is possible to start and run a business without it (the law does not prohibit this), but it is rather difficult in terms of reporting and paperwork.
What documents are needed to open an LLC account with a bank? Their typical list is as follows:
- certificate of registration of a company from the Federal Tax Service;
- minutes of the meeting (or decision to create a company);
- an order to appoint the management of the company, the chief accountant;
- information about the founders;
- copy of the charter (must be certified by a notary);
- a letter from Rosstat (that the company is registered);
- extract with information from the USRLE (preferably received no earlier than a month before the date of contacting the bank);
- documents from the FIU and the FSS.
Directly at the bank, the entrepreneur fills in the documents in accordance with the internal requirements of the financial institution (such as, for example, a form with sample signatures, an agreement, various applications, etc.). It may also be necessary to notarize certain bank documents.
Authorized capital
According to the laws of the Russian Federation, the authorized capital can be deposited to the account of the company after its registration (but no later than 4 months later). Its minimum volume is 10 thousand rubles. It is deposited exclusively in cash, additional - it is possible by property. It is desirable that a specific figure reflecting the amount of the authorized capital be a multiple of the number of co-founders of the company (shared without rounding). If it is a question of replenishing the balance with property, then it must first be assessed by contacting independent experts, the results of which are then signed by the founders as a special act.
We open a branch
We studied the main nuances that characterize the opening of LLC. What documents are needed, we also now know. But our business is growing, expanding. It is likely that we will have to open other offices under our own brand. What documents are needed to open an LLC branch? Here is a sample list of them:
- the decision to create a new division of the company (based on the general meeting of the co-founders of the organization);
- updated charter of the LLC (it should reflect information on the new territorial structures of the company);
- the regulations on the branch approved at the general meeting;
- power of attorney for the person who will manage the unit.
The process of making changes to the core constituent documents LLC is carried out in the course of mandatory interaction with the authorities of the Federal Tax Service at the place of registration of the head office of the company. Therefore, it is not necessary to carry out additional registration procedures for the branch company. If it is decided to open a separate bank account for the representative office, then upon receipt of it, it is necessary to notify the local PFR and FSS units about this. According to experts, registration of a separate account in a financial institution for branches is optional. Such decisions are the prerogative of the leaders of the head structure of the company.
