Run LendWings. Part 2. Russian lands
Good weekend.
You are greeted by the LendWings team, and as we promised in the previous article devoted to the difficulties of registering an Internet project in the Republic of Belarus, we are doing a second post about opening a company in the Russian Federation in order to pass on our experience to all those who believe that this information can be useful .
And also, in this post we will tell about our scheme of formalizing relations with the investor, about the created document flow and other boring things in the world and, we hope, all this can be used as a guide to action.
')
In order to open a limited liability company in Russia, the citizens of Belarus do not need to take virtually any additional actions in comparison with the registration of a company in their homeland. This is the beauty of the customs union and additional agreements with Russia on a union state. When Serbia joins us (CU) (and the rumor has already gone), it will be possible to test the European tax legislation, but this is a completely different story.
What is the power of registration in Russia, brother?
1. If you are considered the face of the right friendly state, then you do not need to come there to open an LLC in Russia.
2. To open an LLC in Russia, a power of attorney for the opening of a company certified by any Belarusian notary will come down.
3. The first year of work you just do not touch the bodies, if you, of course, do not cook meth and ride a golden cadillac.
4. E-government nullifies the physical running of a director in various cabinets.
5. The developed system of electronic accounting, and its simplicity, allows you to hire accounting outsourcing companies for a penny.
6. And of course the presence of payment system aggregators, the solutions of which can be easily screwed to the legal entity’s website and also be easily accountable to the tax authorities for cooperation with these intermediaries.
If it seems to you that I am praising your Rush, then forgive me for being biased, but from a distance, having touched only the registration of the company, everything really looks that way. It seems to many in Russia that we have perfect cleanliness and order. And if you hang out in Minsk for a couple of days, it is as it is, especially for those who do not ask other questions. Here and in Russia, everything looks very cool for opening a legal entity, and then we'll see.
So, I told you about my subjective feelings, now I’ll go over to the details of registering an LLC in the presence of a large number of partners (more than 4) and not wanting to open a joint stock company, since issue of shares is expensive and not always necessary for a new project.
If you are a solid team in which everyone trusts one another, or at least there is no open distrust within the team, and you are also interested in an investor, here is one of the joint venture organization schemes:
(The information is suitable for all citizens of the vehicle, opening an office in Russia)
1. Agree with each other who among you will become the founder of a legal entity and who will become a partner
If you, for example, are six, or even four, then it is much less problematic to open an LLC with two or three founders. This is especially true if the team is international and scattered across the CIS or even the world. In our case, we chose three founders who live in the same city and work in the same office, while the other three comrades became partners.
2. Develop the Charter LLC
The Charter states that, additionally, the relationship between the founders is governed by a partnership agreement. The LLC Charter can be used as a model for the Russian Federation only by reworking to fit your needs and including specific items.
3. Apply to the NBRB if you have citizens of the Republic of Belarus among the founders
Fill out and send an application to the National Bank (a sample I can give in a personal, tobish our application), a copy of the charter, and photocopies of the first two pages of passports and registration page. All documents are signed on each page with the magic phrase “The copy is correct” and sign. Send from each founder, citizen of the Republic of Belarus, in a separate package. Registered letters. This is necessary in order for the NBRB to allow participation in a foreign society and here you will not be able to refuse, as in the case of opening an account of a Belarusian legal entity abroad.
4. Develop a partnership agreement
A partnership agreement is a document that is widely used throughout the world, but is not as well known in the post-Soviet business. In it you should write down all the nuances of the partners' relations: who is the founder on behalf of the Pool of partners, who is in the Partner Pool, what is the share of each of the partners, what roles do the partners play, how much time the partners are required to devote to the project, what sanctions can be for not fulfilling roles, etc. (if you really need, then the fish of the partnership agreement, I can also pass).
5. Develop attachments to the partnership agreement
I suggest the following set of applications:
- Business Plan application
- Application with brand name
- Application with investment estimate
- Application with investment stages
- Appendix monthly report on the Company's activities
- Application with dividend distribution procedure
Next will go the points relating to the regulation of relations between the team and the investor:
6. Evaluate the investor's share and your material contribution.
If you sell 30% of the project for $ 100,000, then it is obvious that the cost of the entire project is 333.3 thousand. But this does not mean at all that your material contribution is 233.3 thousand, and even more at the sowing stage, these figures are only related with future possible profitability.
If you have been working on a project for 5 months in order to bring it to the state of a valid beta version, then lay your time in the material contribution. For example, 6 people, working 5 months, received less than 15,000 dollars and spent another 15,000 of their hard-earned money. Hence, an estimate of 30,000 real contribution.
7. Agree on the order of investment, its goals and return the body of investment
The body of investments is how much real money you have invested as a team and how much an investor invests. In our case, we agreed that the investment will last half a year and its task is to bring the project to self-sufficiency and minimal profit. We further agreed that the first stage was the return of the investment body ($ 130,000) and only then the distribution of dividends. If you are at stage A or B, and not at the seed stage, then this option is not the best, but in our case everything was logical.
8. Agree on the appointment of a director, an accountant and find the legal address
A director can be any of the founders, or a hired person, as well as an accountant. There are no problems with the legal address - choose a city in the Russian Federation where geographically resides, or any founder can be present, or the nearest city to a foreign founder and rent any room.
9. Choose the right type of economic activity and form of taxation.
Here you can help either a hired accountant, or Google. The performance in my opinion is the same. 6% simplified - our everything.
10. Sign the bylaws, partnership agreements and all applications.
By this time, the National Bank has already given the go-ahead, there is a premise, a director and an accountant, you put signatures on all papers and submit all the documents for registration of a company in the Russian Federation, in the same city where you decided to rent the premises under the legal address.
11. Receive documents, order prints and start normal work.
We have this last eleventh step scheduled for October 15, so that hip-hip hooray, we completed the quest, and if we had not got stuck in the Belarusian swamp, then our activity would have started 30-50 days earlier!
This is how the process of formalizing relations with an investor and registering an LLC in Russia looks like, if in your own country (a member of the customs union) it is difficult to get started.
Many thanks to everyone who reads our blog and finds it useful, as well as all those who supported our presales .
Good luck to register, open and do great things!
You are greeted by the LendWings team, and as we promised in the previous article devoted to the difficulties of registering an Internet project in the Republic of Belarus, we are doing a second post about opening a company in the Russian Federation in order to pass on our experience to all those who believe that this information can be useful .
And also, in this post we will tell about our scheme of formalizing relations with the investor, about the created document flow and other boring things in the world and, we hope, all this can be used as a guide to action.
')
In order to open a limited liability company in Russia, the citizens of Belarus do not need to take virtually any additional actions in comparison with the registration of a company in their homeland. This is the beauty of the customs union and additional agreements with Russia on a union state. When Serbia joins us (CU) (and the rumor has already gone), it will be possible to test the European tax legislation, but this is a completely different story.
What is the power of registration in Russia, brother?
1. If you are considered the face of the right friendly state, then you do not need to come there to open an LLC in Russia.
2. To open an LLC in Russia, a power of attorney for the opening of a company certified by any Belarusian notary will come down.
3. The first year of work you just do not touch the bodies, if you, of course, do not cook meth and ride a golden cadillac.
4. E-government nullifies the physical running of a director in various cabinets.
5. The developed system of electronic accounting, and its simplicity, allows you to hire accounting outsourcing companies for a penny.
6. And of course the presence of payment system aggregators, the solutions of which can be easily screwed to the legal entity’s website and also be easily accountable to the tax authorities for cooperation with these intermediaries.
If it seems to you that I am praising your Rush, then forgive me for being biased, but from a distance, having touched only the registration of the company, everything really looks that way. It seems to many in Russia that we have perfect cleanliness and order. And if you hang out in Minsk for a couple of days, it is as it is, especially for those who do not ask other questions. Here and in Russia, everything looks very cool for opening a legal entity, and then we'll see.
So, I told you about my subjective feelings, now I’ll go over to the details of registering an LLC in the presence of a large number of partners (more than 4) and not wanting to open a joint stock company, since issue of shares is expensive and not always necessary for a new project.
If you are a solid team in which everyone trusts one another, or at least there is no open distrust within the team, and you are also interested in an investor, here is one of the joint venture organization schemes:
(The information is suitable for all citizens of the vehicle, opening an office in Russia)
1. Agree with each other who among you will become the founder of a legal entity and who will become a partner
If you, for example, are six, or even four, then it is much less problematic to open an LLC with two or three founders. This is especially true if the team is international and scattered across the CIS or even the world. In our case, we chose three founders who live in the same city and work in the same office, while the other three comrades became partners.
2. Develop the Charter LLC
The Charter states that, additionally, the relationship between the founders is governed by a partnership agreement. The LLC Charter can be used as a model for the Russian Federation only by reworking to fit your needs and including specific items.
3. Apply to the NBRB if you have citizens of the Republic of Belarus among the founders
Fill out and send an application to the National Bank (a sample I can give in a personal, tobish our application), a copy of the charter, and photocopies of the first two pages of passports and registration page. All documents are signed on each page with the magic phrase “The copy is correct” and sign. Send from each founder, citizen of the Republic of Belarus, in a separate package. Registered letters. This is necessary in order for the NBRB to allow participation in a foreign society and here you will not be able to refuse, as in the case of opening an account of a Belarusian legal entity abroad.
4. Develop a partnership agreement
A partnership agreement is a document that is widely used throughout the world, but is not as well known in the post-Soviet business. In it you should write down all the nuances of the partners' relations: who is the founder on behalf of the Pool of partners, who is in the Partner Pool, what is the share of each of the partners, what roles do the partners play, how much time the partners are required to devote to the project, what sanctions can be for not fulfilling roles, etc. (if you really need, then the fish of the partnership agreement, I can also pass).
5. Develop attachments to the partnership agreement
I suggest the following set of applications:
- Business Plan application
- Application with brand name
- Application with investment estimate
- Application with investment stages
- Appendix monthly report on the Company's activities
- Application with dividend distribution procedure
Next will go the points relating to the regulation of relations between the team and the investor:
6. Evaluate the investor's share and your material contribution.
If you sell 30% of the project for $ 100,000, then it is obvious that the cost of the entire project is 333.3 thousand. But this does not mean at all that your material contribution is 233.3 thousand, and even more at the sowing stage, these figures are only related with future possible profitability.
If you have been working on a project for 5 months in order to bring it to the state of a valid beta version, then lay your time in the material contribution. For example, 6 people, working 5 months, received less than 15,000 dollars and spent another 15,000 of their hard-earned money. Hence, an estimate of 30,000 real contribution.
7. Agree on the order of investment, its goals and return the body of investment
The body of investments is how much real money you have invested as a team and how much an investor invests. In our case, we agreed that the investment will last half a year and its task is to bring the project to self-sufficiency and minimal profit. We further agreed that the first stage was the return of the investment body ($ 130,000) and only then the distribution of dividends. If you are at stage A or B, and not at the seed stage, then this option is not the best, but in our case everything was logical.
8. Agree on the appointment of a director, an accountant and find the legal address
A director can be any of the founders, or a hired person, as well as an accountant. There are no problems with the legal address - choose a city in the Russian Federation where geographically resides, or any founder can be present, or the nearest city to a foreign founder and rent any room.
9. Choose the right type of economic activity and form of taxation.
Here you can help either a hired accountant, or Google. The performance in my opinion is the same. 6% simplified - our everything.
10. Sign the bylaws, partnership agreements and all applications.
By this time, the National Bank has already given the go-ahead, there is a premise, a director and an accountant, you put signatures on all papers and submit all the documents for registration of a company in the Russian Federation, in the same city where you decided to rent the premises under the legal address.
11. Receive documents, order prints and start normal work.
We have this last eleventh step scheduled for October 15, so that hip-hip hooray, we completed the quest, and if we had not got stuck in the Belarusian swamp, then our activity would have started 30-50 days earlier!
This is how the process of formalizing relations with an investor and registering an LLC in Russia looks like, if in your own country (a member of the customs union) it is difficult to get started.
Many thanks to everyone who reads our blog and finds it useful, as well as all those who supported our presales .
Good luck to register, open and do great things!
Source: https://habr.com/ru/post/195628/
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