Once again I would like to thank those who responded to the article. At least, now I understand that this topic is relevant and interesting for everyone who is starting their own business. Therefore, we meet the second part.


Unfortunately, I do not have the regulatory documents of other countries (Ukraine, for example), so I can’t say anything about it :(
If there are people who are ready in detail, and most importantly - with links to real laws about this, I will be very happy.

0. Sources of information

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Remember that everything relating to individual entrepreneurs, legal entities and everything else is (mostly) in three codes. In addition, there are separate (non-codified) laws that highlight a more specific order of specific actions.

Civil Code (Civil Code)
Describes all sorts of different interesting things in relation to individuals and legal entities. These are common things (what is a legal entity, what is a deal, etc.)

Tax Code (in two parts) (Tax Code)
Part one describes general things (powers of the tax inspectorate, terms, methods, methods, etc.), part two describes the relationship of the taxpayer and the state in the person of the inspectorate regarding specific taxes.

Code of Administrative Violations (CAO)
Determines what and how much money in the form of fines you can take.

Laws:
“On State Registration of Legal Entities and Individual Entrepreneurs”, 129-FZ
"On Limited Liability Companies", 14-FZ
“On Joint Stock Companies”, 208-FZ

Codes related implicitly, but which can impose any conditions:
Housing Code (LCD RF)
Labor Code (Labor Code)

1. Passwords, addresses, addresses (double two?)

Let's talk again about the addresses, because this issue has caused a lively discussion in the previous part.

First, let's define the types of addresses. We turn first to the law.

The law does not establish any distinction between addresses. That is, according to the law (clause 2 of article 54) a legal entity has a “location”, it is also indicated in the documents submitted during registration. This address is called the legal address.

In the same paragraph there is an indication that this address means the location of the executive body of the legal entity, that is, its head.

By the way, the executive body can be called anything. "President", "chief" and so on. There are no restrictions, except censorship, and, as usual, common sense. The executive body “Cleaner” can be called, rather, only theoretically.

And here comes the first interesting collision in our path. It turns out that if we have an executive body in one person (one head), then it turns out that you can register a legal entity at the place of its registration?

The answer is: yes (in theory), no (in practice).

From the point of view of the Civil Code of the Russian Federation, such registration is possible, but:
1. Section 3 of Article 288 of the Civil Code of the Russian Federation prohibits the placement of “enterprises, institutions, organizations” in a residential area. Therefore, only the director can be located at such an address, but one cannot conduct business there, receive clients, etc.
2. Clause 2 of Article 671 of the Civil Code of the Russian Federation also says that “A legal entity may use residential premises only for citizens.”

What will happen? You will submit an application for registration, the tax inspectorate will refuse you. Therefore, you can happily go to court, but then the question arises: “Do you want to go or go?”. Litigation will last a long time, because the loser can challenge the decision in a higher court, so prepare your nerves and time. And if the investor during this time leaves the thought of your investment?

In addition, there is often a situation where the legal address of the enterprise is one, and it is actually in another place. In the documents it is customary to indicate the “address of the location”.

Remember that the discrepancy between the registration address and the actual location is a violation of the law on state registration and entails (in accordance with clause 3 of Article 14.25 of the Administrative Code):

• warning or
  the imposition of an administrative fine on officials in the amount of fifty minimum wages (5000 rubles)
  
  
  

  By the way, for fines the minimum wage is 100 rubles.

  
  As well, the tax inspectorate (if they are very hard on the tail), can begin the process of liquidating your company, if at the address specified during registration there will be no executive body or the company itself.
  
  Also, I note that if the executive body of an organization is located in one place, and production, for example, in another (at least in another house), then this falls under the concept of a “separate division”, it needs to be registered (not in the same way as legal face, but also quite a chore).
  
  And the last, "mailing address". I will say once again, there is no such thing in the law, but you can ask to send mail destined for your company to another address, for example, if you rent a mailbox in the mail for greater safety. But for the law it means nothing.
  
  

  2. Share capital

  
  To register a legal entity you need to have a certain “authorized capital”, this is the initial piece of money (or property) that the legal entity should have. For an individual entrepreneur, this is not necessary, it is believed that “in the hands” of an ordinary person always has at least something.
  
  The minimum size of the share capital is 10 thousand rubles. Contributing share capital in cash is optional. It can be contributed by property. However, if the contributed property is more expensive than 20 thousand rubles, it should be assessed not by the appraiser, but by the appraiser.
  
  

  Example. When registering as an individual entrepreneur, Vasily had 10 rubles in his pocket, a property in Moscow and a dacha in Biryulyovo. Since he is responsible for all his property obligations, this property is quite enough.

  
  

  Example. During the registration of Yapona Mother LLC, Igor and his friend Sasha created a share capital of 20 thousand rubles, each invested their cell phone, estimating it at 10 thousand rubles.

  
  

  Example. When registering LLC Kuzkina Mother, Petya wanted to invest his fridge, and the authorized capital wanted 100 thousand rubles. To evaluate the refrigerator, he had to invite an appraiser, who estimated the refrigerator at 45,000. The rest of Peter decided to make money.

  
  
  Remember that the tax inspectorate with extreme dislike applies to enterprises where there is no real money in the share capital. This is all because in this way mainly “one-day” enterprises are registered.
  
  At the same time, for some types of activities (for example, a bank or trade in alcohol) the state sets the minimum size of the authorized capital not 10 thousand, but much more :)
  
  It is also important to note that no one forces you to contribute share capital right away. To register an enterprise, it must be formed by 50%, the remaining 50% can be paid during the year.
  
  

  Important! If the share capital will not be paid after a year, the company may be liquidated.

  
  Another point is to understand: why is it needed, this statutory? In general, for simplicity, it can be called as "rainy day money." That is, the authorized capital will go as a payment to the debtors, if the company has sold all the property, but still did not have enough money.
  
  Again, share capital is essentially a liability. That is, it should be in the form of money or property only at the time of registration. Then, the owners should be ready to pay an equal amount if it is needed, but no one forbids the authorized capital to spend on anything when the registration is over.
  
  

  3. Decision making

  
  A legal entity has an executive body that makes decisions on its current activities. This body can be both individual, represented by one person (and be called whatever you like), and collegial (not one person) and also be called whatever you like. In an individual entrepreneur, he always makes decisions.
  
  

  Important! The will of the manager can be reproduced, of course, in the form of verbal instructions, but if necessary, the director may issue an order in which his decision must be formulated in writing. Therefore, the cry "You are fired, idiot!" Will be described as "Dismiss due to a mismatch of the position".

  
  The executive body of the legal entity is obliged to report to the owners (founders), while the individual entrepreneur is not obliged to report to anyone. And remember that not always, not always the head of the company is its founder (or one of them). Before the staff, the manager is above all, but for the founders he can be the same employee as the secretary.
  
  In addition, the powers of a manager are usually somewhat limited; this is separately stated in his employment contract. Transactions, for example, at a cost in excess of a certain amount cannot be made, except with the written consent of the owners.
  
  

  4. Delegation of authority, or "scapegoat"

  
  A legal entity may issue a paper called “power of attorney” to any of its employees. Relatively speaking, the cleaner can easily represent the company when buying households. goods. At the same time, the power of attorney from a legal entity is made in any form, but with the seal and signature of the head.
  
  It becomes more difficult when an individual (individual entrepreneur) wants to entrust something to someone. His power of attorney requires a visit to a notary who puts his mark. This visit costs a little money, but, which is more problematic, it takes time, both for you and for the notary.
  
  In addition, for legal entities, the list of persons entitled to represent a legal entity without a power of attorney is prescribed in the statutory documents. Usually this is a leader, but maybe someone else.
  
  Greetings
  maniaque