How to register Ltd. Yul registration procedure Opening a new company step-by-step instructions

To prepare documents for registration of an LLC, you can use a free online service directly on our website. With its help, you will be able to create a package of documents that meets all the requirements for filling out and the legislation of the Russian Federation.

This step-by-step instruction describes in detail each stage of LLC creation. With its help, you will get the most complete understanding of the procedure. state registration LLC in 2019, save your time searching for the necessary information, as well as learn about free online services that will help you greatly simplify the process of preparing documents.

LLC registration is carried out in the tax service (IFTS) or, since 2014, in the multifunctional center (MFC). In this case, it will be possible to open an LLC only at the location (legal address) of the main office of the organization or at the home address of the founder.

1. Choosing the method of registration of LLC

There are three ways to form a society with limited liability:

Self-registration of LLC. A relatively simple and fairly common way to create an organization on your own, especially in connection with the emergence of convenient free online services.
Paid registration of an LLC with the help of a specialized company (registrar). It is the most common way to create an organization due to the benefits described below.
Purchase of a ready-made LLC. Most often it is done through a specialized company that provides services for a paid registration of LLC.

How much does it cost to open an LLC using each of the above methods

Self-registration LLC

Action name	Action cost	the total cost
Payment for fixing a legal address (if the organization does not plan to rent premises or register at the place of residence)	1,000 - 20,000 rubles.	from 15,000 rubles
Payment for the services of a notary for the certification of signatures in the application for registration of an LLC (not necessary if the founders will be present at the IFTS when submitting documents)	1,000 - 2,000 rubles.
Payment of the state fee for the registration of LLC	RUB 4,000
Introduction authorized capital(paid no later than 4 months from the date of registration)	from 10,000 rubles
Making a seal	RUB 500 - 1,000
Opening a current account	0 - 2,000 rubles.

Paid registration of an LLC with the help of a specialized company

Depending on the region and the services included in the cost (for example, filing and receiving documents from the tax service), in addition to the expenses listed above, you will have to spend from 3,000 to 12,000 rubles. Thus, the cost of the paid registration of an LLC will be about 20,000 rubles(including deposit within 4 months after registration minimum amount authorized capital - 10,000 rubles).

Purchase of a ready-made LLC

Advantages and disadvantages of LLC registration methods

Registration method	Advantages	disadvantages
Self-registration LLC	Obtaining the knowledge and experience necessary in the future. Saving money on the services of specialized registrar firms.	The probability of refusal to register an LLC due to errors in the prepared package of documents. As a result - the loss of time and money (about 5,000 rubles) spent on paying the state duty and the notary.
Paid registration of an LLC with the help of a specialized company	The specialized company assumes the risk of refusal to register. Preparation, submission and acceptance of documents from the tax service is possible without your participation. Assistance in the selection of a legal address (if necessary).	The presence of additional costs. You will be poorly versed in LLC documents.
Purchase of a ready-made LLC	Purchase of an LLC with a history that may be required to conclude a transaction or participate in a tender.	The risk of buying an LLC with debt and / or bad history.

2. Coming up with the name of the LLC

A limited liability company can have up to six variations of its name:

Full / abbreviated corporate name in Russian.
Full / abbreviated company name on foreign language.
Full / abbreviated corporate name in the languages of the peoples of the Russian Federation.

The full corporate name in Russian is the only obligatory name of the LLC. Most often, two variants of the name are used (for this they must be indicated in the constituent documents):

note that there are some restrictions on the choice of a company name for an LLC. For example, it is prohibited to use the words "Russia", " Russian Federation"," Moscow ", as well as other full and abbreviated names of states, subjects of the Russian Federation, cities, etc.

3. Find a legal address

To register an LLC, you must obtain a legal address (indicated in the constituent documents). In most cases, to obtain the legal address of an LLC, they use:

Rented premises... Quite expensive, but one of the most preferable ways from the point of view of the law. Some landlords, for their own reasons, refuse to provide legal addresses or require the conclusion of an agreement before registering an LLC, which leads to additional costs. In addition, if you change your lease address, you will have to make changes to constituent documents.
Founder's or CEO's home address(it is not necessary to be the owner, registration is enough). This method completely eliminates the cost of a legal address. note that, although registration of an LLC at a home address is not prohibited by law, some tax inspectorates may refuse to register even though the judicial precedents on this issue are on the side of businessmen (check in advance so as not to waste time on appealing against the refusal in the future) ...
Address purchased or rented from a specialized organization(mass address). A relatively cheap option for obtaining a legal address, however, you need to be more careful when choosing such a company, since later you may have problems (for example, they will refuse to register an LLC if this legal address is on the black list of the tax service). Instead of using the services of a commercial company, a more reliable way may be to purchase an address in a territorial business support center (for example, a business incubator).

In fact, the process of obtaining a legal address consists in preparing papers for you (by the owner of the premises, the lessor, etc.), guaranteeing its provision upon the establishment of the LLC, which you will attach to the main package of documents for registration of the LLC.

When renting premises or buying a legal address, for tax office you will have to prepare a letter of guarantee for the provision of premises. When registering an LLC to a home address, the consent of the owner in any form is required (if you are not the owner), and also, depending on the tax, an additional certificate of ownership and written consent of the tenants may be required.

If you are going to rent a room or buy an address, do not forget to check it for "mass character" in a special service on the official website of the Federal Tax Service.

4. Selecting activity codes

Activity codes ( OKVED codes) are indicated in the application for registration of the LLC. OKVED - the all-Russian classifier of species economic activity... Using the OKVED directory, you must select the OKVED codes that correspond to the activities of your organization. It is also advisable to indicate the codes of those activities that the organization may become engaged in in the future (you will not have to engage in all these activities or pay additional taxes and submit reports).

In the application for registration of an LLC, only OKVED codes are indicated, consisting of at least 4 digits. The first OKVED code specified in this application will be the main activity of your organization. In fact, this code depends on:

Availability of the right to apply reduced (preferential) rates when paying insurance premiums for employees (it makes sense only if given view activities will bring at least 70% of the income).
The size of the rate of insurance premiums to the FSS against accidents for employees (it makes sense only during the first year after registration).

note that from 11 July 2016 applies new OKVED OK 029-2014 (NACE Rev. 2).

5. Choosing a taxation system

Organizations have the right to apply 4 types of taxation systems:

OSN (general taxation system). The most difficult and disadvantageous tax regime for small and medium-sized businesses (in terms of reporting and taxes). DOS is used by rather large organizations that are unable to apply other regimes (for example, the largest taxpayers), as well as by companies operating with counterparties interested in offsetting input VAT. General system taxation involves the payment of three main taxes: VAT (0%, 10%, 20%), income tax (20%) and property tax (up to 2.2%).
STS (simplified taxation system). One of the most common tax regimes used by organizations. STS is designed to reduce the tax burden on small and medium business and simplified reporting. On the simplified taxation system, only one tax is subject to payment - a single one, it replaces the three main taxes of the basic taxation system - VAT, income tax and property tax, giving the organization a choice: to pay 6% of income or 15% of income, reduced by the amount of expenses. In addition, LLC on the simplified tax system have the right to reduce tax at the expense of paid insurance premiums for employees.
UTII (unified tax on imputed income). It can be applied by organizations only in relation to certain types of activities established by law (mainly, this is the provision of services to the population, retail and catering). But, the main difference between UTII and other taxation systems is that the tax does not depend on the income received, but is imputed (established) by the state, depending on physical indicator activities (number of employees, area trading floor etc.). In some cases UTII may be more profitable than STS, but in order to understand this, you need to know quite accurately the future income of your organization. LLC on UTII can also reduce tax through insurance premiums for employees. It is worth noting that the imputed tax will have to be paid, even if you have no income or you will not carry out activities at all.
Unified agricultural tax (unified agricultural tax). Is the most profitable tax regime for agricultural producers. It is used by agricultural producers, whose share of income from agricultural activities is at least 70%. Organizations for the UAT are obliged to pay 6% of income, reduced by the amount of expenses. LLC at the Unified Agricultural Taxation can be accounted for as an expense insurance premiums for the workers.

note that your organization will automatically be transferred to DOS if you do not have time to submit an application for the application of the taxation system you need within the established timeframe:

for the simplified tax system - with the rest of the documents upon registration or within 30 days after it;
for UTII - within 5 days from the date of the commencement of the activity (namely, the commencement of activity, not registration);
for ESHN - with the rest of the documents upon registration or within 30 days after it.

Even if you want to apply UTII, it is still advisable for you to switch to the simplified tax system first. This is due to the timing of the transition to UTII (see above), since during the "idle time" (ie until you start to carry out activities), instead of DOS, you will be able to report on the simplified tax system (which is much easier).

You can change the taxation system once a year by submitting an application for transfer to the tax service before December 31 of the current year, and only from the beginning of the new year (except if you want to apply UTII).

Free consultation on LLC registration

6. We prepare documents for registration

Basic documents required for the successful registration of an LLC (the list depends on the number of founders):

Basic documents	Quantity
Application for registration of LLC (form Р11001)	1 copy
The decision of the sole founder ( if 1 founder)	1 copy
Minutes of the meeting of founders ( if 2 or more founders)	1 copy
LLC establishment agreement ( if 2 or more founders)	1 copy
LLC Charter	2 copies
	1 copy
Letter of guarantee for the provision of a legal address - when renting a room or buying a legal entity. addresses The owner's consent, a certificate of ownership and the consent of the tenants (some documents may not be required, for more details see the article about the legal address) - when registering to your home address	all in 1 copy.

Additionally, you may need the following documents:

Additional documents	Quantity
Application for the transition to the simplified tax system ( highly recommended, so as not to be on the OCH by default, but after registration you will have another 30 days to submit of this statement)	2 copies (3 copies may be required in Moscow)
Notarized power of attorney for filing and / or accepting documents (needed if the applicant cannot independently submit or collect documents from the tax office)	2 copies

With self-preparation these documents it is recommended to use automated services that allow you to prepare all basic documents for free (except for a letter of guarantee on the provision of a legal address, consent of the owner, etc.), as well as an application for switching to the simplified tax system. This will save you time and avoid mistakes in filling out.

Notarization of documents

Notarization of the main documents is not required with the exception of an application for registration of an LLC, although it you can not assure if all founders are personally present when submitting documents to the registering authority. Certification of documents in the tax authority is carried out is free.

7. We sign and sew documents

After preparing the necessary documents, you need to sign them as follows:

Signed document	Who should sign and how
Application for registration of LLC	The only founder or each founder on his own sheet (directly at the tax office or when certified by a notary)
Decision of the sole founder	Sole founder
Minutes of the meeting of founders	Each founder
LLC establishment agreement	Each founder
LLC Charter	Doesn't subscribe
Receipt of state duty for registration of LLC
Letter of guarantee for the provision of a legal address	The owner of an apartment (when registering an LLC to a home address) or a lessor (when registering an LLC to a rented space)
Application for the transition to the simplified tax system or the unified agricultural tax	The only founder or founder, who is instructed in the minutes of the meeting of founders to carry out registration actions

Previously, all documents larger than one sheet were stapled together. Since 2013, it has become unnecessary to sew documents for registration of an LLC (letter from the Federal Tax Service dated September 25, 2013 N CA-3-14 / 3512). Nevertheless, it is highly desirable that the prepared papers were fastened at least with a stapler, paper clips, etc. (This is especially true of the charter, since the IFTS may violate the order of the pages).

In practice, some tax services may still require flashing an application for registration of an LLC (when certifying an application for registration of an LLC, the notary stitches it on his own).

8. We pay the state fee

The amount of the state fee for opening an LLC in 2019 is 4,000 rubles.

The date of payment in the receipt of the state duty must necessarily be later than the date of signing the decision of the sole founder (if there is 1 founder) or the minutes of the meeting of the founders (if there are 2 or more founders). The point is that first, a decision or protocol on the creation of an organization is always adopted and signed, and only then the state fee is paid.

If there is only one founder, then the payment of the state fee is made by the only founder. If there are 2 or more founders, then payment can be made:

Founder appointed in the minutes general meeting and the agreement on the establishment responsible for the registration actions (the simplest and most common option).
Each founder ( correct option from the point of view of the law). A receipt is prepared for each founder, while the total amount of the state duty is divided equally among all founders. Note that if, as a result of dividing, the amount turned out with kopecks, then it must be rounded up to the nearest ruble.

To form a receipt of state duty, you can use one of the following methods:

Fill out the receipt using a specialized service on the official website of the Federal Tax Service.
Fill out the receipt yourself (you can find out the details on the FTS website or at the tax office registering you).

9. We write out a power of attorney for filing and receiving documents

A power of attorney to represent interests in the registering authority is required only if the applicant (founder) cannot independently submit or accept documents. The power of attorney is drawn up in a notarial form (the form is provided by a notary).

To submit documents by an authorized person, nothing but a notarized power of attorney is required.

To receive the documents by an authorized person, in addition to the power of attorney, you also need to make a small change in the application for registration of an LLC. Namely, on page 3 of sheet H of the required applicant in the appropriate box, there must be the number "2" ("issue to the applicant or a person acting on the basis of a power of attorney").

10. Submitting documents for registration

A limited liability company (LLC) is a common organizational and legal form of registration of a legal entity for modern businessmen. It is a form of business that can be registered by one or more individuals... Each of the founders has a stake in authorized capital.

The activities of the LLC are focused on making a profit and distributing it among private owners (in proportion to the share). Among commercial organizations, it is the LLC that is the most demanded and widely used form. It is optimal for opening small and medium-sized businesses in 2016.

Members (founders) all financial risks are carried only within the authorized capital (invested financial resources). In the event of a debt to third parties, bankruptcy, personal property cannot be collected (this threatens individual entrepreneurs).

Number of participants

Citizens of the Russian Federation, foreigners and stateless persons can independently register an LLC. The number of participants is from 1 to 50 founders. If there is only one founder, everyone management decisions he can take on his own. If there are several such founders, all decisions are made collectively at a meeting of participants.

Authorized capital

The authorized capital of an LLC is cash or material values contributed by each of the founders. Each share of a certain participant depends on the size of the invested funds and is determined proportionally as a fraction or as a percentage.

According to the norms of the current legislation, the size of the authorized capital cannot be less than 10 thousand rubles. It can be deposited in cash, property, securities. If an attachment is made in the form material values in the amount of more than 20 thousand rubles. Confirmation of an independent appraiser is required.

Step-by-step instructions for opening an LLC

The opening of any type of business involves a procedure for passing state registration, at the last stage of which a certificate is issued for the right to engage in commercial activities. LLC gives the opportunity to independently engage in any activity not prohibited by the legislation of the Russian Federation related to the production of products, the sale of goods and the provision of services. The step-by-step instruction consists of a number of steps.

Preparation

In order to register an LLC from scratch, it is necessary to prepare information to collect the main list of documents:

company name;
one legal address;
participants (founders of the company) and their passport details;
authorized capital (size, description);
the procedure for calculating the share of each participant according to the amount of the deposited funds;
the code of the classifier of the type of activity (OKVED) - an indication of the direction of the firm's activities;
who will take the position of the General Director (it may not be the founder); if the LLC is opened by one person, he automatically becomes the General Director of this company;
procedure and choice of the form of taxation.

Such an organizational and legal form as LLC has a number of advantages. But the registration procedure is a rather laborious process. For example, it will take about 5 working days and require a minimum list of documents.

Nevertheless, you can open an LLC yourself if you follow the strict step-by-step instructions.

At the start, it is necessary to decide on the organizational and legal form - whether an LLC is suitable for the future business or can choose an individual entrepreneur, weigh the pros and cons, independently consider the features of the opening and pitfalls, distant prospects.

Choosing a company name

If you nevertheless decide to stop at the opening of an LLC, start choosing the name of the future company.

According to the norms of current legislation, any legal entity must indicate its full corporate name when registering. The abbreviated name should be indicated below (this is convenient for business correspondence, conclusion of contracts and other documents). For example, limited liability company "Zeus" (in full) and LLC "Zeus" (abbreviation). The name can also be spelled out in the native and foreign languages.

If the company has a narrow specialization, one type of its activity can be displayed in the name of the company (Rosbenzin, Investbank). If the company is engaged different directions business, it is better to come up with a laconic memorable name.

Legal address

After that, indicate one legal address of the company. V Russian legislation there is no strict distinction between the concept of "actual" and "legal" address. Your task is to indicate the location of the society. It represents the placement of a permanently working performer (head of the company).

Legal and actual addresses must match and be indicated in the Charter. If the premises are rented, it is necessary to prepare a letter of guarantee from its owner.

If there is one founder in an LLC - General manager, he can indicate his home address.

Selection of OKVED codes

Also, in the preparation process, it is necessary to determine the OKVED code (all-Russian classifier of types of economic activity). It provides statistical information for state structures and is indicated in the form of a list (list), which is divided into sections / subsections with Latin letter meanings.

If the company is multidirectional, it is necessary to register all types of business.

Advice: if the company conducts activities, the OKVED code of which is not specified, it can be brought to administrative responsibility and fined 5 thousand rubles.

The first code that will be indicated is the main one (it is one). The number of activities, the code of which will be indicated in the list of registration documents, is not limited, you can enter even the entire classifier.

Consider an example: you have decided. The main OKVED code will be 01.24 Breeding of poultry, below are additional types activities: 01.11 Growing wheat, 51.32 Wholesale meat etc.

Documents for opening an LLC in 2016

The LLC registration process is carried out by the tax service. For this procedure, you must independently prepare the following list of documents:

Application for state registration (in 2016, form P11001 is used).
Charter (submitted in duplicate): decision on the organization of LLC (if there is one founder); the protocol of the meetings of the founders and the agreement on the formation of the LLC.
Receipt - confirmation of payment of the state fee for the registration procedure.

Advice: approach the preparation of the list of documents with special care, since in case of refusal, the money paid for the state fee will not be returned.

Letter of guarantee from the owner of the premises, which is rented. If the founder's home address is indicated, there is no need to provide a letter.
Notification of the transition to a simplified taxation system, if the organization has decided to work under such a system.

After the documents have been accepted by the registrar, expect a response. The state registration procedure is performed within three working days from the date of submission of the list of documents.

Registration of an application for state registration in 2016

In 2016, several innovations were adopted, which should be taken into account when filling out the P11001 form:

Because given form focused on machine readability, it is necessary to fill in all the cells carefully, each letter fits into a separate cell.
The name of the company is indicated in Russian in capital letters.
Each founder, his passport data are indicated on sheet H, the signature of each of them must be notarized (if at the time of submission of documents to the registrar they will not be present in person).
Only the four-digit OKVED code is indicated, the full name of the activity in 2016 does not need to be indicated.
Each participant must indicate their identification code if available.
At the end, indicate the method of receiving a response and documents on registration (choose a convenient option - personally by a party, an authorized person or by mail).

Preparation of the charter

The charter is a document that regulates the activities of a society. It can be drafted in an individual form and include the procedure for distribution of profits, decision making, holding meetings, distribution of votes, structure, as well as internal aspects of functioning. At the same time, there are requirements that must be specified without fail:

the name of the future company (full and abbreviated);
legal address;
the composition of the founders, their competence, basic rights and obligations within the organization;
the procedure for considering and making decisions;
the size of the authorized capital;
the procedure for distribution of profits;
peculiarities of storing the main list of documents and disclosing information about the company's activities;
the procedure for the exit of participants and the distribution of their share after leaving the firm.

How much does it cost to open an LLC in 2016?

In 2016, the cost of opening an LLC has not changed and is still 4,000 rubles. The details will be provided by the registrar in the tax service or you can take them on the official website of the Federal Tax Service.

Advice: the date of payment, which will be indicated in the receipt, must be later than the day of drawing up the decision to open an LLC (if there is one founder) or the minutes of the meeting of the founders. The fact is that at the first stage, a decision should be made to open an LLC (in unilaterally or collegially), and only then the state fee is paid.

If there is only one founder of the LLC, payment is made on his behalf. If the organization includes two or more participants, the payment of the state fee can be made:

the founder who is appointed in charge of the fees for the given function (simpler option);
each founder is proportional to his share (4000 rubles is divided for each participant) - a more correct action from the point of view of the law. In this case, a separate receipt is drawn up for each of them.

In practice, the first method is most often used.

You can issue a receipt yourself in the following way:

use special service on the official website of the Federal Tax Service;
fill out the receipt yourself, taking the details on the website or at the tax office.

Payment self registration:

Description of services	Service cost	total amount
Payment of state duty	4 thousand rubles.	from 14.5 thousand rubles
Payment for binding a legal address (if rent is not foreseen and the founder does not want to indicate the home address)	1-2 thousand rubles
Notary services (optional, if at the time of submission of the list of documents all participants will be present in person)	2-4 thousand rubles
Share capital (must be credited to the account no later than 4 months from the date of opening)	From 10 thousand rubles.
Making a seal	0.5-2 thousand rubles
Opening a current account	0 - 2 thousand rubles.

To save money, take an interest in the current programs.

Many entrepreneurs find step-by-step instructions difficult, do not want to register on their own and entrust this function to third-party firms that specialize in providing legal services. This option has many advantages - a specialist will help in the design and preparation of all documents, provide the necessary recommendations, and reduce the time required to collect the entire list of papers. As a rule, by contacting such a company, the probability of receiving a negative answer from the registrar is minimal. Experts will accompany you at all stages of registration - from drawing up a charter to. At the same time, there is a drawback - the high cost of services. The exact figure depends on the specifics of the activity and pricing policy and ranges from 18 to 50 thousand rubles. This cost includes:

preparation and verification of the list of documents;
development of the charter;
selection of OKVED codes;
production of a seal;
obtaining an extract from the unified state registrar legal entities;
courier delivery of documents;
transmission of notices from the tax, pension fund;
consulting when choosing a bank for opening a current account and conducting financial transactions (for example, as an overview).

Register an LLC yourself - step by step instructions

The step-by-step instructions for opening an LLC are as follows:

choice of organizational and legal form.
preparation of the main list of documents;
payment of state fees;
choice of taxation system;
signature and stitching of documents;
preparation of a power of attorney for the submission of the main list of documents (if the founder is not able to do this on his own);
checking documents and submitting them to the tax office;
receiving a receipt from the registrar;
waiting for an answer;
obtaining a set of permits.

After registering an LLC, what should I do next?

After submitting the main list of documents, you must expect a response within three working days (new from 2016). The date of the next visit to the tax authorities is indicated in the receipt that the founder or his authorized representative receives at the end.

If the registration was successful and you received a positive response, the registrar must provide the following list of documents:

registration certificate;
certificate-confirmation of registration with the Federal Tax Service;
extract from the Unified State Register of Legal Entities;
charter (one copy) with the signature and marks of the registrar.

Advice: after receiving the entire list of documents, be sure to check all the information - the correctness of names, addresses, codes.

After that, it is necessary to contribute funds to the authorized capital (no later than 4 months from the date of the registration procedure).

As a rule, all funds are deposited into the settlement account of the established LLC on behalf of each participant. The issued receipt is a confirmation of the deposit of funds and share of each founder. You can also deposit funds through the internal cashier of the company.

Step-by-step instructions after registering an LLC:

draw up a detailed list of LLC participants, indicate the size of their share in the authorized capital, role in the management of the organization;
register with the pension fund, statistics service, contact Rospotrebnadzor (not for all areas of business);
order a seal (optional in 2016);
open an account with the chosen financial institution;
submit information about hired personnel to the regulatory authorities no later than the 20th day of the month following the registration;
install cash machine(is an optional requirement).

What do you need to open an LLC?

To open an LLC, you must:

determine the future type of activity;
create an individual name, decide on a legal address;
correctly draw up papers and collect the entire list of documents;
pay the state fee, legal services and collect funds to contribute to the authorized capital;
go through the registration procedure.

Registration of an LLC branch: step-by-step instructions

Branch is structural subdivision company, which is part of it, but performs separate functions and is located at a different address.

To open a branch of an LLC, you must:

make a decision and confirm it at a meeting of participants (2/3 of all founders must vote for the opening of a branch), if other aspects are not spelled out in the company's internal charter;
select a manager and issue a power of attorney for him;
to draw up a regulation on the activities of the branch, on which its further work will be guided;
introduce a new decision on the opening in the charter of the company.

The step-by-step instructions for registering a branch of an LLC are as follows:

preparation of documents;
amending the charter and transferring it to the tax service;
payment of state fees;
filling out an application for changes to the constituent documents (a sample can be found on the official website of the tax service or ask the registrar);

After consideration of the documents, information about the created branch is registered in the Unified State Register.

Save the article in 2 clicks:

Opening an LLC is a rather complicated and time-consuming process. It requires careful preparation of all documentation and consists of a number of preparatory stages. If, when submitting documents, it contains errors, typos, incorrectly selected codes, incorrect details or passport data of the participants, the tax service will refuse to register, and the payment of the state fee is not refundable. But if you treat the collection and execution of papers responsibly, strictly follow the step-by-step instructions, you can register an LLC yourself.

In contact with

Let's consider detailed, but brief information on how to open an LLC for free (without the participation of intermediaries) and what is needed for this, what documents, as well as possible reasons for refusal to register.

Limited liability company(abbr. LLC) is economical society established by one or more legal entities and / or individuals, the authorized capital of which is divided into shares of the founders. Its participants are not liable for the company's obligations, but bear the risk of losses within the value of their shares or shares in the authorized capital.

On a note! If in the future you do not want to be liable for the obligations of the company with your personal property and in everyday life you like to use consumer loans, then this form is the best option for business registration.

Specificity of this legal form

Operation is regulated The Civil Code RF dated 30.11.1994 N 51-F. Notable features in LLC registration and work:

It can be created by several people (co-founders) or by one person (a society with a single founder), consist of one participant (possibly as a result of reorganization).
There can be no more than fifty co-founders. With a larger number of participants, within a year, the LLC must be transformed into or PJSC. If the term has expired, and the number of participants has not been reduced to the standard, LLC will be liquidated in judicial procedure.
The authorized capital of the company is determined by the minimum size of the property that guarantees the interests of creditors. It may consist of cash, securities and other material values, property or other rights that are valued in monetary terms.

The legally adopted minimum of the authorized capital (for some types of activity, the figure is higher), is the amount from ₽10,000. More on this below in the article.
The charter is a mandatory document regulating the activities of a company, which is required to be submitted to the Federal Tax Service for registration of an LLC. For legal entities, there is a standard charter approved by an authorized government agency, which can regulate the activities of the company, which must be documented in the unified state register of legal entities.
One of the founders has the legal opportunity, without confirmation from other participants, to leave the organization (which should be prescribed by the Charter), counting on guaranteed full compensation of the real value of the share.
The LLC is available for purchase and sale operations (as a business or a share of a company).

How much does it cost to open an LLC in 2019?

State duty - ₽4000;
Authorized capital, minimum size- ₽10000, except for the following activities:
- ₽100 million - organization of gambling at bookmakers or sweepstakes;
- ₽18-90 million - for non-banking institutions, depending on the type of license;
- ₽300 million - for banks;
- ₽60 million - to insurers selling exclusively medical insurance (from ₽120 million - for insurers, with an expanded list of services);
- ₽80 million - for manufacturers;
Legal address - from ₽0, because you can use your home to register.
Printing, if needed - ≈ from ₽400. ;
Current account - from ₽0, and the same cost of servicing it at the start. Further, the price will be ≈ from ₽490 per month.

What documents are required to register an LLC?

General list

Application for state registration of a legal entity in the form No. R 11001.
Codes for the proposed work, taken from the "All-Russian Classifier of Economic Activities" (OKVED - 2019).
The decision to establish an LLC. If the company is created by co-founders, the decision is made in accordance with the "Minutes of the general meeting of founders".
The Charter agreed by the participants (the activities of legal entities can be regulated on the basis of the standard charter).
Confirmation of payment of state duty in the amount of RUB 4000. You can pay on the official website of the Federal Tax Service.
Foreign legal entities require documents confirming legal status.
A document on the guaranteed authorized capital (bank confirmation of payment or an opinion of an independent appraiser on the contribution of the required authorized capital to another, not monetary form).
A statement on the choice of a simplified taxation system, if it can be used. You can go after registration.

Some banks (Tinkoff, Alfa-Bank, Sberbank, VTB 24, etc.) and accounting services (Moe Delo, Kontur Elba, ...) help to prepare a package of documents for registration of LLC through their services free of charge.

Constituent documents

The approved charter of a legal entity includes information on:

Organization name (full and abbreviated).
Location.
The size of the authorized capital.
The powers and composition of the LLC bodies, as well as the obligations of the founders.
Priority and outcome when a participant leaves the company, if such a possibility is provided for by the Charter.
The procedure for adopting decisions (unanimously or by an effective majority).
Possibilities of transferring parts of the authorized capital to other persons.
Document preservation system and information support within the company, third parties.

The Charter may include clauses that do not contradict federal law No. 14-FZ.

Information on the nomenclature, location of the company and the amount of the authorized capital is entered into the Unified State Register of Legal Entities, and is not included in the standard charter.

Step-by-step instructions for self-registration

Select areas of activity... For all types of planned activities, in the "All-Russian Classifier of Economic Activities" (OKVED), you need to find the appropriate code for subsequent entry into Form No. R 11001.
Come up with a name... LLC must have full and have the right to have an abbreviated trade name in Russian. It can also have a full and (or) abbreviated corporate name in a foreign language and the language of the peoples of the Russian Federation. If in the future you decide to purchase a domain name, then the corporate name of the organization will help you protect it if there is no company of the same name operating in the same field as you. You can verify this by searching for all registered legal entities on the Kontur.Focus website.
Agree on the number of founders... It can be one person.
Form the authorized capital.
Choose a legal address... It may differ from the actual location of the organization. To obtain it, you can contact specialized companies, or register an LLC at the address of the premises owned by the participant. The address should not be massive, which can be checked on the FTS website.
Create a charter.
Select taxation system... Read about modes. If you are not sure which one to choose, then seek advice from specialists in accounting and tax accounting.
Collect the entire package of documents and pay the state fee... His list for registering an LLC was presented above in the article.

Submit documents to your local tax office... They can be submitted:
- personally to all founders of the LLC;
- by mail with a letter with a declared value and a list of attachments;
- through a representative by a notarized power of attorney;
- by using DHL Express or Pony Express (only for Moscow).
Get documents... At correct design and submitting them to the state registrar, the registration period of the LLC is 3 days. The resulting package of documents, for exclusion possible mistakes, you must carefully check for their presence. The obligatory document is the LLC registration certificate.
Order printing... According to the Federal Tax Service, since April 7, 2015, business entities are entitled, but not required to have a seal. Information about its presence should be contained in the charter.
Open a checking account... To do this, you need to choose time-tested banks, tk. legal entity accounts are not insured by the state.

Online registration

Form an application for registration of an LLC in the online service of the Federal Tax Service of the Russian Federation, after registration, pay the state duty there (or by entering the details of the payment check through the bank). After the application goes to the tax office.

Within three working days you will receive a message about the results of the consideration, and if everything is in order with the application, you will be invited to come up with the rest of the package. With the correct execution of the application, with the fulfillment of all requirements, within an hour after the physical submission of the package, supporting documents are issued.

What to do next?

After registering, you must:

Visit the statistics department... There it is necessary to obtain the codes assigned after registration of the LLC.
Register with off-budget funds(Pension Fund, Social Insurance Fund).

Reasons for the refusal of the Federal Tax Service to register

List of possible causes

For a number of reasons, the Federal Tax Service may refuse to register an LLC, these are:

Submission of an incomplete package of documents.
Documents provided in inappropriate government agency.
Reorganization of a company in the process of liquidation.
If it is necessary to submit documents in notarial form, when this form is executed incorrectly.
Signature in the application for registration of LLC from an unauthorized person.
All founders or a sole participant left the LLC.
The name of the organization does not comply with legal requirements.
Errors in documents, including those confirming the identity of the applicant, or information in registration documents (for example, a massive, non-existent, conditionally postal legal address).
The applicant did not report on the transfer of property rights.
An individual does not agree to enter information about him in the USR of legal entities.
Founder (co-founders), by a court decision, deprived / deprived of the right to conduct entrepreneurial activity for a period not expired by the time of filing an application for registration of an LLC.
The organization failed to fulfill its obligation to notify creditors, being in the process of reducing the authorized capital, reorganization or liquidation.
The presence of tax arrears from a person who has half of the votes, or the privilege to act on behalf of the company (without a power of attorney); The debt was recognized as hopeless due to the presence of signs of an inactive legal entity, but the period of 3 years has not yet passed since the exclusion of this LLC from the USR).
The procedure for liquidation or reorganization has not been followed, or other mandatory requirements.
The presence of a statement by the owner of the real estate object (another entitled person) that he does not authorize the registration of the LLC at the address of this object.

Obligations of the FTS in case of refusal

The obligations of the Federal Tax Service include informing the applicant about the reasons for the refusal to register the LLC. The decision to refuse opening is made within five days. The decision is provided to the applicant in the manner chosen by him, within a day after approval. If the method of obtaining the documents is not specified, the decision is sent to the specified postal address. When using the online service of the Federal Tax Service, the decision to refuse is sent to the email address confirmed by the applicant, with the possibility of obtaining a paper document upon request.

What to do in this case?

When you receive a notice of rejection, you can go in two ways:

Re-applying... Before that, you need to eliminate the reasons why the registration of the LLC was refused.
Court... An extreme measure that suits those who are sure of the unfairness of the decision of the Federal Tax Service and the illegality of the stated reasons for the refusal.

Since 2016, amendments have come into force, which had a significant impact on the procedure for the creation and liquidation of a legal entity. We offer step-by-step instructions that will help you in as soon as possible to prepare Required documents and register.

Stage 1

Registration of legal entities person provides for the submission of a package of papers required by officials to verify your data. According to the current legislation, the Federal Tax Service should submit:

Stage 2

After preparing the necessary papers, you should pay attention to the authorized capital of the enterprise. It must be paid either before the submission of documents, or within 4 months after registration.

To date, its minimum size is 10,000 rubles. and can be paid for with securities, property rights and money. If payment is made by property, then its assessment must be approved at the meeting of participants. In addition, if the value of the non-cash contribution exceeds 20 tr. - it must be confirmed by an independent appraiser.

Stage 3

The next thing to be done is to decide on the legal entity. the address of the company. Its registration is carried out in the same region where documents will be submitted when creating a legal entity. faces. In practice, this address is the area where the offices of the board or management are located. Also, for this, the addresses of rented premises or home addresses, including the head of the company, can be used.

However, some enterprises that do not have central offices or wish to register them in a region different from the place of direct operation can use the services of companies that provide such addresses for rent.

Stage 4

The next step is filing papers for registration. This procedure is performed:

In person or through a trusted person;
By mail with a valuable letter;
Across electronic filing documents.

If you submit papers in person, then you should contact the department of the Federal Tax Service or the MFC at the place of registration of the company. Please note that in this case it is necessary to submit identity documents, as well as a power of attorney, if they are submitted by an intermediary.

Attention! According to the changes in legislation that came into force in 2016, the registration procedure takes 3 days for newly organized enterprises. The waiting time for all others remained the same - 5 days.

Stage 5

After considering the application, the authorized person makes a decision on its satisfaction or refusal. The legislator provides for an exhaustive list of reasons why an applicant may receive a negative answer from the Federal Tax Service:

The presence of errors, typos, inaccurate data in the attached documents.
Incorrect execution of the application, including the use of a different font, extra spaces, omission in filling in the fields, etc. The use of incorrect or unacceptable abbreviations is also considered a mistake.

Attention! In case of refusal to register a legal entity. persons, the authorized person is obliged to provide a written response in which to indicate the reasons and grounds for such a decision, with reference to the relevant regulatory act.

The state duty paid when submitting documents is returned to the applicant in full if he received a negative answer. When re-submitting papers, it must be paid again, about which the original receipt is provided.

If the answer is positive, the Federal Tax Service, to which the applicant applied, issues:

These papers are obtained personally or through an intermediary. They can also be sent by mail in a valuable letter to the address of the company registration.

Please note that in 2016, the rules will come into force providing for the use of a model charter for an LLC. According to them, the company will have to have three varieties of this document, each of which is registered without fail with the Federal Tax Service. However on this moment there is a process of adopting new forms, after which it will be possible to use model charters. These norms are intended to facilitate the process of preparing documents and registering an LLC.

Procedure for changing legal entities addresses

The procedure for changing legal entities should be considered separately. business addresses and how it was influenced last changes in the legislation. This area has undergone significant changes in order to tighten control over firms.

Now this procedure includes 2 stages:

After submitting the application, authorized persons will check the new legal entity. address and its ability to perform the function of the premises in which the LLC is located.
After confirmation of registration at the new address, the representative of the LLC gets the right to submit papers to the Federal Tax Service at the new location. Since 2016, their list has been fixed at the legislative level.

Attention! The procedure for verifying a new registration address can take up to 20 days, which increases the period of re-registration, which from this year will take about a month.

The advantage of these innovations is the possibility of registration as a legal entity. company addresses home space the owner of the company. However, for this, its share in the authorized capital must be at least 50%. In addition, such an address will not require lengthy verification.

Another innovation regarding the relocation of the company is the expansion of rights officials FTS in the field of data reliability control. They also acquire the ability to check the legal capacity of the heads of the enterprise and its founders. If there are reasonable doubts, they stop the registration process and send a request to the firm, giving an opportunity to clarify the situation. If the company does not provide an answer supported by evidence, the Federal Tax Service will completely terminate registration until the elimination of legal entities. face of detected violations.

The current changes in legislation are aimed not only at tightening control, but also at facilitating the registration procedure in order to increase the attractiveness of Russia for business. This applies to both domestic enterprises and those organized by foreign entities.

Registration of a legal entity: video

How to independently register an LLC in 2018? What package of documents is required to open a company? What to do after registering an LLC?

Hello, friends. Alexander Berezhnov with you. Today we will talk about the registration of an LLC.

This topic is relevant for both novice entrepreneurs and those who already have their own business.

In one of the previous articles, I said "", but many readers of our business magazine have a need for a high-quality article about the opening of an LLC.

When preparing this article, I consulted with familiar lawyers to ensure the relevance of the information in it.

I wish you a productive study of the materials and kind tax inspectors :)

1. What is an LLC and in what case is it worth opening

To begin with, I will give a definition of this organizational and legal form of doing business.

Then I will tell you who is suitable for opening a limited liability company (LLC).

Limited liability company(official abbreviated name - LLC) - a business entity (firm, company), established (created) by one or more legal entities and / or individuals.
Authorized capital of LLC divided into shares according to the contribution of the participants (founders) to it.
Participants (founders) limited liability companies are not liable for its obligations and bear the risk of losses associated with the company's activities, within the value of their shares in the authorized capital of the company.

Features of the activity of LLC

1. An LLC can be opened by either one person (the so-called LLC with a single founder) or several people (co-founders)

Moreover, as follows from the definition, the founders of an LLC can be both individuals and legal entities.

2. Members of the company are responsible for their obligations only in the amount of their share in the authorized capital of the company.

This means that if the authorized capital of your LLC is 10,000 rubles, and your company (LLC) owes its creditors 100,000 rubles, then in court the creditors will not be able to receive more than 10,000 rubles, also according to the law, the remaining 90,000 rubles of debt personally they will not be able to collect from you.

This is where the limited responsibility of society is manifested. That is, the risks of your personal losses are reduced.

3. LLC is a commercial organization, the main purpose of which is to make a profit

Therefore, all the types of activities indicated when registering a company are just tools with which it makes money.

4. The main regulatory document for the conduct of LLC activities is its Charter

This is a mandatory document that is submitted to the tax authorities when registering an LLC. You can learn more about drafting the Charter

5. An LLC can be sold or bought as a company

For example, if you want to sell your business (a share in a business), you can contact a professional business appraiser and get his opinion on the market value of your LLC.

If, on the contrary, you want to buy a business (a share in a business), it will be enough for you to buy out the whole society or part of it from the previous founders and make a profit according to the size of your share.

Compared to an individual entrepreneur, if you are an individual entrepreneur, then you cannot sell your business as a company. Buy a business in uniform individual entrepreneurship also not possible.

You can buy, for example, equipment, real estate, transport or goods from an individual entrepreneur, as from a private person.

The same is the case with the sale of a business from an individual entrepreneur.

6. LLC has some significant differences, for example, from an individual entrepreneur (individual entrepreneur)

LLC has its own name, has no restrictions on maintaining commercial activities(subject to licenses and permissions).

Society also pays higher taxes than individual entrepreneurs. The accounting department of the company is more difficult to conduct, also the LLC has higher fines, taxes, more complex reporting than the sole proprietor.

These are the most basic points you need to know before registering your LLC.

When is it better to open an LLC:

If you want to deal with the state. purchases or participate in tenders (quotations). Individual entrepreneurs in most cases are not allowed to participate in such competitions.
If you want to sell alcohol or engage in other activities that are not permitted by law to individual entrepreneurs.
If you want to impress your customers or business partners... LLC traditionally looks more solid, as it is considered a full-fledged company with its own name.
If you do not want to risk a lot, liable for obligations with your personal property. In the event of a debt to third parties, the LLC is liable for it only within the authorized capital, the minimum amount of which for today is 10,000 rubles.

For comparison, if you are an individual entrepreneur, your transport, real estate, goods, money can be personally collected from you in court. According to the law, an individual entrepreneur is responsible for its obligations with all property belonging to him.

In the case of registering an LLC, you have much less risk of being left with debts.

2. Package of documents for registration of LLC

If you decide to open an LLC on your own, then for registration you will need the following documents:

All-Russian classifier types of economic activities (OKVED - 2018)
Application form No. Р 11001
The founders' decision to establish an LLC
LLC Charter
Check for payment of state duty for registration of LLC. So far, the amount of the state duty for the registration of an LLC is 4,000 rubles. However, there are rumors that it could rise to 6,500 rubles. The form of the payment document can be generated on the official website of the Federal Tax Service and pay at the bank.
Application for the transition to a simplified taxation system.
Attention! You fill out this application only if your type of activity fits into the “simplified form”. Before submitting documents, consult with an accountant.
Letter of guarantee from the owner of the legal address (location of your future LLC). Required in original. You can buy (rent) a legal address from companies that provide such services in your city.
A document confirming payment of the authorized capital of the LLC (issued by the bank) or an opinion of an independent appraiser on the availability of the necessary authorized capital contributed in non-cash form when the LLC was established.

You can prepare these documents for the registration of an LLC either independently or ask for help from specialized companies that are engaged in the preparation of documents for legal entities and individual entrepreneurs.

You can also prepare documents for registration of an LLC free of charge through the 1C-Start online service. At the exit, you will receive forms filled in without errors, which will remain to be printed and submitted to the tax authority. So you already at the first stage save your money and time, insure yourself against the refusal of the Federal Tax Service, without delving into the complex language of legislation.

3. How to register an LLC yourself - 10 easy steps

Step 1. Getting to know the legislation on limited liability companies

Before opening an LLC, I strongly recommend that you familiarize yourself with the legislation in this area.

To do this, you need two basic laws:

Federal Law "On Limited Liability Companies" No. 14-ФЗ dated 08.02.1998
Federal Law "On State Registration of Legal Entities and Individual Entrepreneurs" No. 129 of 08.08.2001

To create an LLC without any problems, take the time to familiarize yourself with these laws. After all, it is better to devote an hour or two of your time to this, than to waste days later on correcting errors in documents.

Step 2. Determining the types of activities

If you have already decided what you are going to do, for example, wholesale Construction Materials, then you will need to find the code for this type of activity in (All-Russian Classifier of Economic Activities).

To do this, download it, open it and find the type of activity that suits you.

Let's take another look at what you need to do:

We fill in the form number R 11001. Here you must enter all the information about the founders, as well as the types of activities that the company will be engaged in.
We fill in the decision of the founders to create an LLC (bring the original of this document for registration).
We draw up the Charter of LLC (required in 2 copies).
We attach a check of the state duty for the registration of an LLC in the amount of 4,000 rubles (original).
We fill out an application for the transition to a simplified tax system (when conducting business on a simplified taxation system).
We attach a letter of guarantee from the owner of the legal address (owner of the premises).
Check or opinion of an expert appraiser on the payment (payment) of the authorized capital of the LLC.

After that we hand over the documents for registration.

If you find it difficult to fill out the documents, then contact a lawyer you know, he will tell you how to fill them out correctly, and for a certain fee, you will be provided with the "turnkey LLC registration" service without any problems.

Step 8. We receive documents

If all documents were drawn up correctly, state. the registrar at the tax office accepted them and issued you a receipt, then within 5 working days they will open an LLC for you.

You will receive the entire package of documents, including the LLC registration certificate, which you will need in the future for making a seal.

Check the received documents carefully!

Not often, but it happens that people make mistakes in numbers and data when preparing documents. The human factor has not yet been canceled.

If everything went smoothly, you can be congratulated, now you are a full-fledged owner of your own company!

There are still a couple of steps left to start official activities.

Step 9. Order printing

You can order the seal from any seal manufacturer. Registration of an LLC involves this mandatory step. To do this, take with you the constituent documents (TIN certificate, OGRN).

When making a seal for an LLC, you will be offered a catalog of different design options for its design. You just have to choose the option you like.

The term of production of a seal is from several hours to 2 days in different companies.

Together with the print, I advise you to immediately purchase ink for it.

After manufacturing, your seal will look something like this:

You will need a seal when signing contracts, executing transactions and in all cases when you certify something on behalf of your LLC.

Step 10. Opening a current account

According to the law, an LLC is obliged to have a current account, and the company must transfer all the money received there.

You can open a current account in any bank that provides such a service. In doing so, pay attention to tariffs.

The conditions are different for everyone, both in terms of opening an account and maintaining it.

Some banks have a subscription fee, but somewhere there is no such fee and you pay either a small amount for one operation, or a percentage of the turnover on the account.

Very important!
One of my acquaintances, an entrepreneur, had a bank ruined and lost about a million rubles on his current account!
You probably know that the deposits of individuals are insured by the state and if the bank's license is revoked, you are entitled to compensation of up to 700,000 rubles.
TO commercial organizations this is not the case, and if the bank's license is revoked, then you lose money in your checking account.
Therefore, open a current account for your LLC only in reliable and reputable banks.

4. What to do after opening an LLC

After you have opened an LLC, you must:

1.Go to the statistics department at the place of registration of the company

Correctly this department is called " Territorial authority Federal Service state statistics (for the city of Moscow) "- here Moscow is taken as an example. You go to the statistics department for your city.

There you will be given the codes assigned by the LLC during registration.

2. Register with extra-budgetary funds (Social Insurance Fund, Pension Fund)

Go to the FSS and the FIU. So they will tell you everything and help you fill out the necessary papers.

After all these procedures, you can fully work.

You will only have to keep records and submit them, for this I recommend that you use the capabilities of Internet accounting "" and keep records using this service.