On the birthday of my company, I want to share with Habrom the experience and knowledge on the registration of a legal entity that I have acquired during the year. I am not a lawyer and not an accountant, therefore, as they say in American advertising, consult with a specialist before use. I will try to tell about taxes under the simplified taxation system, about the process of registration of legal entities, about government agencies with which you will need to interact. I hope to help someone not to make the mistakes that I made. All the above figures are valid on the date of publication of the habratopic, facts from life belong to Moscow.
1. Taxes
There is a basic taxation regime (OSNO) and several special modes. One of the special regimes is the simplified taxation system (USN, UPN or simplified). Small enterprises with an annual turnover not exceeding about 20 million rubles have the right to a simplified payment system (the exact amount can be obtained by applying inflation coefficients to the amount specified
in Chapter 26.2 of the Tax Code of the Russian Federation ). In addition, there is a limit on the number of full-time employees (no more than 100 people) and some restrictions on the types of activities. Further we will talk only about USNO, since I do not own accounting for OSNO.
When simplified, there is no VAT and no income tax, and traditional accounting is not required (which is mainly needed to calculate the profit). From accounting, you only need to keep records of fixed assets and intangible assets. That is, if you bought something that is more expensive than 10,000 rubles, it is necessary to put it on the accounting records, according to the accounting regulations (PBU). In practice, this means printing out and signing a certain document, it has no effect with the exception of two points:
- You will lose the right to USNO if the depreciated value of the property exceeds 100 million rubles
- You can not pay dividends so that the value of the assets after payment becomes lower than the share capital
USNO introduces an additional tax, which is of two types, of your choice (you choose it at the beginning, you cannot change it):
- 6% of income
- 15% of (income - expenses)
So, the taxes paid by the simplified payment:
1. Single tax of 6% of income or 15% of (income - expenses)
2. Payments to the Pension Fund (PF), 14% of the wage fund
3. Personal income tax (PIT), 13% of the payroll (withheld from payroll)
4. NDFL 9% is deducted from dividends paid (keep in mind that dividends can be paid only for the quarter or year)
5. Insurance contributions to the Social Insurance Fund (FSS) from accidents at work - depends on the type of activity, for desk activities usually 0.2% of the wage fund
6. PI pays a fixed payment to the Pension Fund, about 150 rubles per month. This payment goes to the cumulative and insurance pension of the individual entrepreneur himself (the pension is not very large, but the individual entrepreneur is entitled to voluntarily pay additional contributions to the pension fund).
7. We will not describe other taxes here - on transport, use of subsoil, etc., which you probably will not have to pay at first.
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Examples will be discussed later, and now consider the ownership of the business.
1. Individual entrepreneur (PI, formerly called PBOYUL) - a person engaged in business. If you have registered IP, then you will be IP. This approach has pros and cons. Plus - you can transfer the IP money to your personal account (not exempt from paying a single tax). In the case of LLC, in addition to the single tax, there will be a personal income tax on dividends of 9%. Minus - IP is liable with all of its property (in the case of an LLC, liability is limited to the authorized capital). Some foreign companies do not enter into partnership agreements with individual entrepreneurs (since, for example, in the USA, any individual entrepreneur is, by definition, that is, entitled to engage in entrepreneurial activity). Some Russian companies do not want to work with individual entrepreneurs, but this is an unfounded exception to the rule.
2. Limited liability company (LLC) - a legal entity created by several founders (after registration they are members of the company). LLC has a charter and is subject
to the LLC Law . The participants manage the company through the general meeting of participants, and the executive body is usually the general director (you can call it differently, the essence does not change). Basically, this means that participants must find a common language between themselves and direct the activities of the director. If participants do not find a common language, then LLC will not function well. Further, for simplicity, we assume that the form of ownership of the LLC and the participants get along with each other.
3. CJSC or JSC - joint-stock companies of closed and open type. The relationship between shareholders is regulated in more detail than the relationship between the participants LLC. I will not write about joint stock companies, as I have no experience in this.
1.1 Examples of tax calculation
I will give the arguments, why I consider 6% of revenues a more convenient scheme for a new business.
1. From 6% you can deduct contributions paid to the Pension Fund (and they are guaranteed to be with a white salary), but not more than half, that is, there will be 3%
2. Under the scheme of 15% (income - expenses), a minimum tax of 1% of turnover is established, less than which the single tax cannot be, even if the expenses exceed income
3. As expenses for tax calculation, not all of the money spent can be taken into account, but only a predetermined list of expenses (as defined in
chapter 26.2 of the RF Tax Code ). If you do not follow this fact, the tax will grow very significantly.
4. Incomes are accepted for tax accounting as soon as the money is credited to your account, and expenses are factual only. That is, if you received an advance from the customer and paid an advance to the contractor, then you have any income, but there are no expenses yet.
It turns out that with a white salary in the 6% scheme you pay 3% real (due to the reduction in payments in the Pension Fund), and in the 15% scheme you pay at least 1%, but it is difficult to justify it legally. Therefore, we will continue to talk about the simplified tax system of 6%, remembering that there is a 15% scheme of the simplified tax system.
It is worth noting that since the simplified organization is not a VAT payer, it invoices customers without VAT, which can lead to a certain customer displeasure (in the absence of VAT in their expenses, they will not be able to deduct the VAT paid to you from the VAT paid on their income) . This sad fact slightly overshadows the overall picture, but you will not have a desire to look for schemes for avoiding VAT payment (often known as cashing schemes) and you can work normally by paying all taxes.
Example A. USNO 6%. The company received from the client 1000 rubles (not subject to VAT) and pays the entire amount to the employee’s salary.
Single tax 6% reduced to 3%, that is, 30R.
Remained 970r.
Salary x. Accruals in PF + FSS 14.2%. Making an equation
x * 1.142 = 970
From here x = 850 rubles.
The employee will receive a salary x minus personal income tax of 13%, that is, 740 rubles.
Example B. USNO 6%. 1000 rubles were received (not subject to VAT) and we pay the whole amount as dividends to the Company's members.
Single tax of 6% (can not be reduced, since we do not pay in the Pension Fund)
940 rubles payable to participants minus 9% personal income tax. The founders will receive a total of 855 rubles.
Example B (SP on USNO) 1000 rubles received (not subject to VAT)
Single tax of 6%, remains 940 rubles, which he, as an individual, can dispose of at his discretion (if the SP hires employees, then he is also obliged to pay taxes as in example A).
Example D (Simplified, bought equipment). 1000 rubles received (not subject to VAT).
Single tax of 6%. You can buy equipment for 940 rubles (including VAT).
If you are not going to pay anyone a salary, then the PI is the best option for taxes. If you choose an LLC, then the optimum is reached when the payments in the PF are equal to 3% of revenues. This happens with a payroll of 21% of income. The rest is expenses or dividends to members of the company.
2. Registration of legal entity
IP has one more advantage - simplicity of registration: the charter is not required, and the home address is used as the legal address. To register an IP, it is only necessary to select activities
according to the OKVED classifier . After that, fill in the application, notarize the application and a copy of the passport and take it to the registering authority (in Moscow, the 46th tax authority, in St. Petersburg - the 15th tax authority, in other regions the established tax inspections).
To register an LLC, in addition, requires a legal address, share capital and charter. Do not forget also when registering immediately submit an application for the transition to the simplified text. State duty for registration of the LLC - 2000 rubles.
2.1 Activities
Types of activity are determined by the classifier OKVED. In this case, the first should indicate the main type of activity, that is, the one for which the greatest volume of sales is expected. For example, 72.2 Software development and consulting in this area.
2.2 Authorized capital
Contributions to the share capital are transferred by the founders to the Company after its creation. The minimum size of the share capital is 10,000 rubles. Share capital may be contributed by the property or money. If it is paid in cash, then 50% of the share capital is required to be deposited in a special savings account in the bank before registration. If the authorized capital is contributed by the property, then before registration it is not necessary to do anything - the founders will transfer the property to the LLC balance after state registration. It is better to make money, I in my time contributed property (in the form of an MFP with a fax), being tempted by the description of the business in Russian in Generation P (an integral part of the business is that at the end they should come and describe the spoiled fax), but this causes suspicion Bank and other organizations (sometimes they say that an LLC has signs of a one-day experience - as an analogue of the Yandex sandbox).
2.3 Charter
Any law firm will offer a version of the charter, many options for the charter of an LLC can be downloaded from the Internet. Most of the statutes - a partial repetition of the law on LLC. If special relations between participants are required, then they can be separately registered in the statutes. The charter shall include information about the founders, their shares, legal address, types of activities. LLC, in principle, has the right to engage in any activities, including those not named in the charter and not listed in the OKVED during registration. If you see something incomprehensible or very strange in the statute proposed to you, refer to the law on LLC. If the feeling of strangeness remains - just delete this item, the conditions established by default in the law on LLC will apply.
2.4 Legal address
The most difficult item for LLC. If you rent an office and have a rental agreement and a notarial copy (or a copy of a copy) of the landlord’s title deed, you don’t need to worry. If you don’t need an office by occupation or if you rent it informally, you will need to purchase Juradres. Uradres will be specified in the charter and it will be used by all government agencies for correspondence with the Company. The market offers plenty of legals, but you have to be extremely careful. Formally, a rental agreement and a copy of the certificate of ownership is required. These documents usually sell. But in practice, the normal address is the one where you can come and there is someone sitting there who can confirm that your Society is located there. If this condition is not fulfilled, then, often, the promises of the postal service remain just promises. A normal address costs about 20 thousand rubles a year, bogus documents to an address of about 10 thousand. I do not recommend buying fictitious documents, they are usually sold, without the expectation that the LLC registered on them will exist for a long time (for so-called one-day firms).
3. Interaction with government agencies
After registering the LLC or IP, you will receive a new certificate of registration and a certificate of registration with the tax authority. In addition, during registration, it is important to receive a certified tax copy of the statute immediately (the procedure varies from tax to tax) - it will be required for the bank. When registering LLC, Rosstat statistics codes are also issued and an extract from the Unified State Register of Legal Entities (USRLE).
After registration, you should make a seal. The print with its own logo looks the most solid, so try to make a design by this point. It is more convenient to automatically print, it does not require a separate pad and ink (a replaceable ink pad filled with ink costs about 100 rubles and lasts about 6 months with not too many documents). For IP stamp is not required, he has the right to certify all documents with his signature, but many still need it (illegally), so it is easier to produce than to prove every time that they are wrong. Making a stamp costs about 500 rubles.
Interaction after registration (given for the LLC case, for the IP - somewhat easier)
1. Contact the territorial tax office and receive a notification about the possibility of using the UPDF (if you applied for UPDF during registration). In the territorial tax receive a copy of the charter, if not received during registration (the charter will be in the territorial tax approximately 2 weeks after registration).
2. Conclude an agreement with the Mandatory Medical Insurance Fund (MHIF). The MHIF will issue a medical insurance policy to your permanent employees (non-part-time workers). Further, you will notify the MHIF about hiring and dismissing employees. When USNO pay directly to the MHIF nothing is needed, the MHIF receives a part of the single tax
3. Receive an information letter from the Social Insurance Fund (its fund usually sends by mail to the address), in the letter the details and interest rate for contributions is usually 0.2%.
4. Register in PF. Taxes are registered in the PF, FSS and the MHIF when they register (one-window technique), but the PF often requires a photocopy of your documents. Bring them and get a notification with the number of the insured and details - useful for paying contributions (the number of the insured is often present in the extract from the register issued during registration, which eliminates the need to visit the pension fund).
5. Opening a bank account (the most difficult procedure). It is best that the law firm recommends a bank to you, otherwise you may be asked for a long time about turnover and employees (who are not yet), forgive the on-site legal check and refuse to open an account. (Some lawyers believe that they have no right to refuse, since a bank account agreement is a public offer, upon request I will give the coordinates of these lawyers). The bank will require notarial copies of most of the available documents, a certified bank card (sometimes notarized sometimes in a bank) with the signatures of the company's top officials, copies of documents for registration. The bank is listed here along with government agencies, as it obeys the requirements of the Central Bank of the Russian Federation, including against the one-day firms (which makes it impose strict requirements on the address).
Detailed information about registration can be obtained at the
reg-forum . Addresses of funds can be found on the Internet, for example, in Moscow information is available
on the website glavbuh .
4. Reporting
A registered legal entity must file reports. Under the simplified tax system, the report is quarterly.
I will list the main reports (there may be more reports on other types of taxes)
Quarterly:
1. Tax reporting
but. single tax report
b. PF advance payment report
2. Reporting to the FSS
but. Form 4-FSS
Annually
1. Tax reporting
but. single tax report
b. PF payments report
at. information on 2-NDFL
d. information on the average number
2. Reporting to the FSS
but. Form 4-FSS
b. statement and reference confirmation of the main activity
3. Reporting to the Pension Fund
but. Individual Pension Insurance Contributions
4. Reporting to Rosstat
but. statistical report if the organization is in the sample published
on the Rosstat website (information is relevant for Moscow)
Reports to the tax and FSS can be submitted in person or by mail, the pension fund usually requires a personal surrender. There are special telecom operators (Taxcom and SBC-Kontur), which allow you to submit reports (to tax and PF) through a special program that implements digital signature algorithms. Telecom operators charge for their services. FSS has a special site fz122.fss.ru, on which you can fill out the 4-FSS form (if you send a letter to the FSS in advance), but the site does not cancel sending the paper form.
For more information about taxes and reporting
in the forum section clerk.ru.
The note turned out to be long, but in it a lot of things remained described only schematically. I hope to help navigate, and ask questions in detail.