10 things that must be done after registration Ltd.

After registration, a limited liability company is placed on tax accounting, and the company, along with the right to conduct business, receives certain duties. Not all of these responsibilities are obvious and well known to business newbies. In order not to be painfully sorry in the first few months to pay fines from your own pocket, we advise the founders of LLC to make sure that you know how to avoid unnecessary losses.

And for those who have registered as an individual entrepreneur, we have prepared: 7 tips for a beginner entrepreneur to avoid problems (you don’t know something from this)

Conclude an employment contract with the director

The tax inspectorate will find out who exactly will be in charge of the company at the registration stage of an LLC from form P11001. Immediately after receiving the registration documents, an employment contract must be concluded with the manager. On behalf of the LLC, the agreement is signed by one of the founders specified in the protocol of establishment.

There is one particular situation when the employment contract with the director can be not concluded: if you are the only founder of the LLC and have indicated yourself as the leader. Then it is enough to issue an order to entrust the authority of a manager without entering into an employment contract. In this case, you will not be able to pay yourself a salary, and the experience for calculating pensions will not go. But given that the founder’s salary is the most expensive way to generate income from a business, it’s not particularly upset.

Why this is important: an employment contract with a director will be demanded from you by counterparties, banks, or government agencies. In addition, failure to conclude an employment contract in situations where it is obligatory threatens the company with a fine under Article 5.27 of the Administrative Code of the Russian Federation (from 50 to 100 thousand rubles).

Ensure the maintenance of accounting

Under the law “On Accounting”, responsibility for setting up accounting lies personally with the manager. Starting to reduce debit with a loan is necessary from the first day of the company. If there is no accountant in the LLC yet, then assign the responsibility for accounting to the manager, securing it with an order.

A full-time accountant is quite expensive, so if there is no work for him, you can connect to one of the specialized online services and keep records on your own . Another option is to transfer accounting in whole or in part to outsourcing, and to do the most promising business for the business.

Why this is important: for violation of the procedure for maintaining accounting, the head is punished with a fine of 5 to 10 thousand rubles, and for repeated violation he may be disqualified for a period of 1 to 2 years (article 15.11 of the Administrative Code of the Russian Federation).

Choose the right taxation system

The right choice of tax system is the basis of tax optimization. Instead of looking for a magical way to reduce taxes (and most of the freely available methods have long been known to fiscals and are marked as “tax scheme No. ...”), it’s better to seek advice from a good accounting specialist.

Grow to the size of a corporation - you hire to optimize the taxes of the financial director, and at first you should order the calculation of the tax burden in different modes and choose the lowest one. What should be taken into account?

It makes sense to consider the OSNO if the main pool of your intended customers is working in this mode (as a rule, large business and budget organizations). The normal tax rate on income for OSNO is 20% plus VAT up to 18%.
USN Incomes - the easiest to understand mode: 6% of income you give to the state. An additional plus of this simplified option is that the calculated tax can be reduced to half by contributions paid for employees. But there is also a minus - no business expenses reduce the income for taxation. If business expenses are assumed to be high (65% -70% of revenues and more), then the USN Revenues minus costs will be more profitable.
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USN Revenues minus expenses - the standard rate of 15% can be reduced in the regions to 5% for certain types of activities. In terms of accounting and recognition of expenses, this mode is similar to ESS. All expenses should be economically justified (aimed at making a profit) and documented, which guarantees the attention of tax authorities to each figure in your statements.
On UTII tax is a fixed amount calculated by the state, which must be paid, regardless of whether you conduct business or not. The tax on this mode is calculated using a special formula. With a little effort, you can calculate the tax for your situation on your own with the help of the UTII calculator . Just like the USN Revenues, the calculated tax can be reduced if you pay insurance premiums for employees.
PSN organizations are not allowed to use, although there is no apparent reason for this. Periodically, there is talk of allowing firms to buy a patent within the limits of the current restrictions: no more than 15 employees and income no more than 60 million rubles per year. As long as the situation does not change, it is possible that the case will move after the cancellation of the UTII in 2021.

Why this is important: for any business, and even more so for a startup, it is important that payments to the budget are not ruinous. There are really opportunities to legally reduce the tax burden. From 2016, the regions received the right to introduce a lower rate for the USN and UTII even lower than that established by the RF Tax Code. The organizations of Crimea and Sevastopol have additional benefits. Pay attention to this issue, because the opportunity to go to the USN is only within 30 days after the registration of the LLC or from next year.

Open a current account

A current account is required for each LLC, even if the organization is within the limit of cash payments with other commercial entities (no more than 100,000 rubles under a single agreement). The fact is that Article 45 of the Tax Code of the Russian Federation recognizes the payment of taxes to organizations only in non-cash order. So, as soon as the time comes to pay taxes, you will have to go to the bank if you have not done so before.

Why this is important: for late payment of taxes (which an LLC cannot pay without a settlement account), a fine is imposed from 20% to 40% of the unpaid amount (article 122 of the Tax Code of the Russian Federation). If the amount of arrears is recognized as large (from 5 million rubles), then criminal liability will be imposed under article 199 of the Criminal Code of the Russian Federation.

Contribute authorized capital

Not so long ago, half of the share capital was required before the registration of the LLC. Now for this there are four months after receiving the certificate of the creation of the company and putting it on tax accounting. But if earlier, the Criminal Code could be contributed with any property, now the minimum amount (10,000 rubles) is paid in cash only. If property is contributed in addition to the minimum wage, an independent appraiser must evaluate it, and all founders unanimously approve the results of the assessment.

What will happen if the founders do not contribute share capital in a 4-month period? If we talk about responsibility before the law, then nothing, no fines have been established. The maximum that IFTS can do is to initiate the liquidation of an LLC without a share capital, but this does not happen so often.

But the relationship between the founders is more complicated. First, if some of the founders contributed their share, and the other (others) did not, then the unpaid shares after four months go to society. Secondly, in the agreement on the establishment of an LLC, the founders may prescribe interest as interest for each day or month of delay in the payment of the share capital.

Why this is important: without a share capital, even a minimum, a firm cannot take action. In the disassembly of the founders among themselves, too little good. And yet there is one indirect rule (Article 14.25 of the Administrative Code), which allows you to attract the head of the LLC in fact inaccurate information in the register. That is, if it is written in the registry that the Penguin LLC’s criminal code is equal to 10,000 rubles, and in fact it has not been entered, this is false information, for which a fine of 5 to 10,000 rubles is imposed.

Solve the issue with the seal LLC

The story with a seal for an LLC is an exemplary example of how officials, “simplifying” the procedure for anything, manage to confuse everything in the end. Printing LLC was canceled in April 2015, more precisely, not canceled, but made its use voluntary. Article 2 of the Law “On the LLC” changed the wording from “the society should have a round seal” to “the society has the right to have a seal”. The right means voluntarily, at will.

But to decide whether to use printing or not is possible only in a global sense, because there is no choice in particulars such as issuing a cash voucher order or BSO — printing is still required. Yes, and in the workbooks the employer's mandatory round seal was canceled quite recently - in November 2016.

For dessert, Article 2 of the Law “On LLC” made such a small reservation: “Federal law may provide for the obligation of the company to use the seal”. That is, at any time a federal law may be adopted, which for some situations or documents will require the use of a “voluntary” seal. So, if you already have a seal, then do not throw it away, and if not, find out just in case where it can be quickly manufactured.

The logical continuation of the story is this - now it is considered by default that LLC LLC does NOT use printing. If you use it or plan to use it, this should be specifically mentioned in the statute. From the same Article 2: “Information on the availability of the seal must be contained in the charter of the company”. What will happen if you do not put in the charter wording about the availability of the seal, but use it “de facto”? Yes, nothing will happen. The law has no deadlines or responsibility for the use of an illegitimate press or for the absence of this provision in the statute.

Why this is important: in principle, if you do not issue FFP or BSO, you can work without printing (if you do not accept any Federal Law, according to which printing is required). Just be prepared to explain your position to the counterparty if he refuses to sign documents on the transaction, or to his employees, who believe that the entry to the labor without a seal is invalid.

Register a separate division

Nowadays, registration of an LLC to the home address of a manager or founder is increasingly practiced. In principle, this is normal at the initial stage, when it is still unclear how things will go and where the real activity will be conducted (in the office, shop, workshop, warehouse). A similar situation is with LLC, registered for us with postal-secretarial service, business at this address is not conducted.

If at some point you started trading / servicing clients / otherwise doing business at a different address than a legal one, then you should register a separate division at this real address. How to do this, you can learn in detail here .

Why this is important: for violation of the 30-day registration period of a separate division, you can get a penalty under article 116 of the Tax Code of the Russian Federation (10 thousand rubles). And if you do not put the OP on tax records at all, the penalty will be at least 40 thousand.

Cancel notarization of meeting minutes

From September 1, 2014, the minutes of any general meeting of LLC participants must be notarized. The norm is introduced by article 67.1 of the Civil Code of the Russian Federation. Moreover, lawyers believe that this requirement applies not only to the meeting of several participants, but also to the sole founder, too.

However, the compulsory notarization of all protocols or decisions can be avoided if another method of certification is proposed in the charter or in the minutes of the general meeting of participants of the company, adopted unanimously by the participants. The options offered by the Civil Code itself:

signing of the protocol by all participants or part of participants;
using technical means to reliably establish the fact of the decision;
in a different way, not contrary to law.

We advise you to check your charter for the possibility to certify protocols and decisions without a notary. Perhaps, in your version of the charter (as in clause 10.19 of the sample of the Charter ), this phrase already exists initially. If it is not there, you will still have to go to the notary once to assure him of the protocol or the decision on a different way of confirming the authenticity of the protocols or decisions.

Why this is important : well, if only because notary services cost money. Yes, and to go to the notary office in full membership or to invite the notary to the meeting is also very troublesome.

Submit a notice of start of activity

If your company plans to provide services for the repair of computers and communication equipment (OKVED codes 95.11 and 95.12), then before starting the real activity, you must submit a notification to the local office of the Rospotrebnadzor . This is necessary in order for you to be included in the audit plan for consumer protection services.

True, within the framework of supervisory vacations, the state promises not to check small business for three years, but this applies only to scheduled inspections. If your client is not satisfied with the quality of services, then an unscheduled inspection can be initiated on his complaint. From 2017, before submitting a complaint to the Federal Service, the client must make a complaint to the service provider. So, if you really are guilty, then you have a chance to solve the problem in peace.

Why this is important: if you do not submit a notice, you can get a fine for an LLC from 10 to 20 thousand rubles, plus from 3 to 5 thousand for a director (article 19.7.5-1. Administrative Code of the Russian Federation). Simply specifying OKVED codes 95.11 and 95.12 when registering LLC does not oblige you to report anything. Notification of the commencement of business activities should be submitted only before you actually serve your customers.

Get a license if your type of activity is licensed.

A license is permission to engage in a specific activity. In the IT field, the law of 04.05.2011 No. 99-FZ refers to the following areas for licensing :

development, production, distribution of encryption tools, information systems and telecommunication systems, performance of work, provision of services, maintenance in this area, with the exception of the organization’s own needs or individual entrepreneurs;
development, production, sale and purchase for the purpose of selling special technical equipment intended for secretly obtaining information;
the activity of identifying electronic devices intended for secretly obtaining information, with the exception of the organization’s own needs or individual entrepreneurs;
development and production of protective equipment, technical protection of confidential information.

Licenses are issued by the FSB, advice on licensing issues can be obtained here .

Why this is important: an administrative fine under Article 14.1 of the Administrative Code of the Russian Federation (for an LLC amount from 40 to 50 thousand rubles plus a manager from 4 to 5 thousand) may be imposed for activity without a license or in violation of its conditions, confiscation of manufactured products, instruments of production and raw materials. If, as a result of such activities, major damage has been caused or large-scale income has been received, then criminal liability is also possible.