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How to independently register Ltd.

Hello! Today we will talk about how to independently register an LLC.

The question of creating your company usually arises when you have an idea for a startup and you are ready to start developing. If you are working alone on a project, then the IP status is enough for you. If you have partners or you plan to attract investors, it is better to register an LLC from the very beginning. This is the most common form for business and, despite some limitations, it is best suited for creating a startup.

We will talk about each stage of self-registration LLC, share tips and links that will help you deal with it as quickly and easily as possible.
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Instructions for self-registration of LLC from " I love IP "



Brand name


The first thing to do is choose what your company will be called. An LLC must have a full and right to have an abbreviated corporate name in Russian. It may also have a full and (or) abbreviated company name in a foreign language and the language of the peoples of the Russian Federation.

The brand name will help you protect your domain name. Of course, if there is still no company with the same name operating in the same field as you. You can verify this by searching all registered legal entities on the Kontur.Focus website.

Location address


The next is to choose a place where your company will be located. To do this, you can rent an office or buy a legal address. It is also possible to register an LLC to a home address at the place of residence of the head of the LLC.

If you register an LLC for an office, then you need to make sure that the registration address is not massive. This can be done on the website of the Federal Tax Service of Russia . We also recommend attaching to the documents a letter of guarantee from the owner of the premises that after registering the LLC, you will enter into a lease agreement. This is not mandatory, but will help avoid registration denial.

If you register an LLC at your home address, it is usually enough to submit a copy of your passport with a note about registration at the place of residence.

OKVED codes


Next, you need to determine the types of activities and select OKVED codes. They must contain at least four numeric characters, for example, 72.20. One code should be chosen as the main one, all the rest will be additional.

The following codes are suitable for an IT company:



Additionally, you can specify:



Other OKVED codes do not belong to IT, but they can be useful.
  • Graphic design - 74.84 Provision of other services
  • Online store - 52.61.2 Retail trade, carried out through TV shops and computer networks (electronic commerce, including the Internet),
  • Advertisement (SMM ) - 74.40 Advertising,
  • Trainings, master classes - 80.42 Adult education and other types of education not included in other groups,
  • Marketing, PR - 74.14 Advice on business and management,
  • Recruitment - 74.50 Manpower and recruitment,
  • Translation services - 74.83 Providing secretarial, editorial and translation services,
  • Copywriting - 92.31.2 Activities in the field of artistic, literary and performing art.



The OKVED classifier is quite large, and you can see it completely on Consultant Plus website.

Documents for registration Ltd.


Now you can proceed to the preparation of documents. To register an LLC, you will need:



An application form P11001 and a receipt for payment of state duty can be generated using the service of registration of the Federal Tax Service of Russia. When entering data, the service checks for all necessary information resources, which reduces the risk of error.

Here are the mandatory provisions that must contain the rest of the documents:

The decision of the sole founder
  • Decision on the establishment of LLC
  • Decision on the approval of the Charter LLC
  • The decision on the election of the head of LLC
  • Size of authorized capital
  • The procedure and terms of payment
  • Size and nominal value of a share of the founder


Minutes of the founders meeting
  • Decision on the establishment of LLC
  • Decision on the approval of the Charter LLC
  • The decision on the election of the head of LLC


Establishment Agreement
  • The procedure for the implementation of joint activities for the establishment of LLC
  • Size of authorized capital
  • Size and nominal value of the share of each of the founders
  • Amount, procedure and terms of payment for shares in the authorized capital


Charter
  • Full and abbreviated company name Ltd.
  • Location Ltd.
  • Composition and competence of the LLC bodies (issues that constitute the exclusive competence of the general meeting of LLC participants; procedure for the authorities to make decisions, issues on which decisions are made unanimously or by a qualified majority)
  • Rights and obligations of participants Ltd.
  • The procedure and consequences of withdrawing the participant from the LLC (if the right to withdraw is provided for by the charter)
  • The procedure for transfer of a share or part of a share in the authorized capital of an LLC to another person
  • The procedure for storing documents and providing information to LLC participants and other persons;
  • Date of holding the next general meeting of LLC participants, at which the annual results of the company's activities are approved



When preparing documents, pay attention to the following:

  1. In the statute as the location is sufficient to specify the name of the settlement (municipality). For example, Moscow. Then, if you move to another office, you do not have to make changes to the charter.
  2. From September 2014, all decisions made by the participants of the LLC, as well as the composition of the participants must be notarized, unless otherwise provided by the company's charter. Therefore, we recommend to include in the charter the following paragraph:
    The adoption by the general meeting of participants of a company of a decision and the composition of participants of a company who were present at its adoption are confirmed by signing the protocol by all participants of the company or by other means stipulated by the decision of the general meeting of participants of a company adopted by all participants of the company unanimously.
  3. All documents must be completed before payment of the state duty, that is, before the date of receipt. The date of the decision (protocol), which approves the charter, must coincide with the date of this decision, indicated on the title page of the charter.


To prepare all the documents for the registration of LLC, you can use the service Documentoved . The set of documents includes Form P11001, the charter, the decision of the sole founder or the minutes of the meeting of the founders, the agreement on the establishment, the notice of the transition to the simplified tax system and a letter of guarantee if you register a company for an office. The service is paid, the cost of preparing documents for registration of an LLC is 950 rubles, but it includes legal expertise and verification of documents.

Payment of state duty


The state duty for registration of LLC is 4000 rubles. You can pay it via the Internet or on receipt in any branch of Sberbank. When paying via the Internet, you can only use your card.

If there are several founders, then the state duty is paid by each of them in equal shares.

Payment of authorized capital


The minimum size of the authorized capital of an LLC is 10,000 rubles, and it must be paid in cash within four months after registering the LLC. You can pay in authorized capital either by transfer from a personal account, or by depositing cash through a bank into a current account of LLC.

Registration LLC through the Internet


The easiest way to apply for registration LLC is via the Internet. At the moment, there is such an opportunity in Moscow, St. Petersburg and the Tula Region.

To do this, after making an application in the LLC registration service from the Federal Tax Service of Russia, pay the state duty online (or enter the payment data on the receipt) and send the application to the tax authority. Within three working days you will receive a report on the results of the consideration, and if the application is all right, you will be invited to come up with the other documents. On the same day, within an hour, you will be given documents on the registration of the LLC.

Filing ordinary documents


Regular documents for registration LLC can be submitted:



When submitting the documents in person, the founders' signatures on the application for registration of the LLC are put in the presence of the tax inspector and it is not necessary to notarize them. In other cases, the signature of each founder on the application must be notarized.

The cost of sending documents DHL Express is 600 rubles. To send, you must come to one of the three offices, after registration, the documents will be delivered to the address you specify. More information about the service can be found on the DHL website . The cost of sending documents Pony Express - 628.36 rubles. To send, you can call a courier to the house.

When sending documents by express mail in an application for registration of an LLC on page 3 of sheet H, you must put a mark on the method of delivery of documents 3 - “send by mail”.

Documents must be submitted to your registration authority. You can determine it at the LLC address on the FTS website (see the authority responsible for registering the LLC). The single registration authority in Moscow is Interdistrict Inspectorate of the Federal Tax Service of Russia No. 46 in Moscow , in St. Petersburg - Interdistrict Inspectorate of Federal Tax Service of Russia No. 15 in St. Petersburg .

Transition to USN


USN is a simplified taxation system. To go to the simplified tax system, you must submit a notification of the transition to the simplified tax system or simultaneously with the documents for registration of the LLC, or within 30 days after registration.

When switching to the simplified tax system, you can choose revenues of 6% or revenues minus expenses 15%. Revenues minus expenses are advantageous to apply if expenses exceed 60% of revenues. This applies to companies that have large expenses for renting premises, paying salaries, etc. In other cases, it is better to use STS incomes of 6%.

The final stage


The registration period for an LLC is 5 business days. After the registration is successful and you have received the documents, you can print, open a checking account and work. Nobody needs to notify about opening an account. Additionally, it is not necessary to get registered in the funds either, it happens automatically.

To open a current account you may need a letter with statistics codes. In Moscow, this information can be downloaded electronically on the Moscow City Statistics Committee website. It will appear within two weeks after registration.

Labor relations with the Director Ltd.


The last question that remains for you to decide is the appointment of the head of the LLC and the conclusion of an employment contract with him. The appointment of the director is made by order. If you are the only founder and leader in the company, then it is not necessary to enter into an employment contract and pay yourself a salary *.

That's all. Thank you for reading to the end. If you have any questions, write in the comments. And also share your experience in registering LLC. Surely, the rest will also be useful to know about it.

* The question of the need to conclude an employment contract in this case is controversial and remains at your discretion. See comments for details.

Source: https://habr.com/ru/post/245505/


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