Snowflake LLC - Part 1. Step-by-step guide to registration.

Prelude

Close communication with the tax inspectorate except for the orgy, I can not compare. Therefore, the entry is called that way. Moreover, this process delivers painful sensations not only to virgins for budding businessmen, but also to people with experience. However, the article is addressed first.

After discussing the future business with a partner and choosing an engine for an online store, the question arose of registering a company. The catalog is not yet full, the site has not yet been seen by the search engines, so there was no particular rush to register, but I didn’t want to pull. Nevertheless, the first clients may come from offline, and we will not even be able to issue an invoice.

In view of the difficult financial situation, it was decided to register the company on its own.
The following costs were assumed:

• State registration fee - 2000 p.
• State fee for copies of constituent documents - 400r x 2 (charter + uch. dog.).
• Certification of the signature on the application at the notary - 500-1000 p.
• Total approximately 3300-3800 p. This irrecoverable losses seemed to be limited. It is also necessary to make authorized capital, but we will not consider this money, since they can always be spent later on for the benefit of the home office.

In firms providing services for the registration of firms (sorry for the tautology), they ask about 10000r. We save in the amount of 7000r. it seemed quite substantial, and we cheerfully began to look for information on sabzh. We were looking for some detailed HOWTO for a long time, or even better, step-by-step instructions, but did not find anything, and we had to collect information bit by bit, both on the Internet and by acquaintances.

Looking ahead, I will say that in our case, hemorrhoids did not cost a candle. At the time of this writing, documents were filed for the fourth (!) And, I hope, the last time (we will find out on Tuesday). Total costs amounted to about 12000r. (due to the fact that the state registration fee is not returned), not counting a lot of his time (searching for information, preparing documents, queues, traveling - a total of two weeks). However, in no case do I discourage anyone from doing this on their own. First, as someone already wrote, “I want to go through everything myself”. And secondly, I hope this article will help you save a significant part of your time and nerves and save you from a number of mistakes that were made by us.
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So, to the point.

Then we will talk about the fictional Limited Liability Company "Snowflake". The founders are two, they are individuals - some Putin V.V. and D.A. Medvedev (any coincidence with real persons is an accident). The general director and applicant is Mr Putin V.V.

If there are significant differences in your case compared to Snezhinka LLC (there are legal entities among the founders, branches are planned, a non-standard text of the charter or contract, etc.), it is better to seek advice from knowledgeable people or try to explore the issue yourself.

Required documents

1. Constituent documents: the Charter and the Memorandum of Association, both in 2 copies.
2. Protocol No. 1 (if there are several founders) or the Decision on the creation of a company.
3. Statement
4. Request for a copy of constituent documents
5. Receipt of payment of state. fees for the creation of jur. persons (2000 r.)
6. Receipt of payment of state. Fees for a copy of documents (400 p.)
7. Certificate from the bank on opening a savings account

Links to samples of all documents cited at the end of the article. All places in the documents that need to be changed are highlighted in yellow.

1. Constituent documents

Statute and contract typical. Feel free to take what is in the attachment. It is necessary to familiarize with the text, but it is better not to make changes without special need. Of course, it is unlikely that someone thoroughly studies them, but it is not necessary to create an extra reason to find fault.

The main thing that you need to pay attention and fix in accordance with their data:

1. Article 1, paragraph 1 of the Statutes. Change the name of the company and date; choose one of the two:
   - in accordance with the decision of the founder
   - in accordance with the Minutes of the General Meeting of Participants No. 1.
   
2. Article 2 of the Charter: The company name and location of the company. This should pay special attention. Firstly, the information here must exactly coincide with the same information in the application. Secondly, the company name should contain the words “Limited Liability Company” (for me it was not obvious, but this was the first reason for the refusal, since it was simply written “Snowflake” - it seemed to me that everyone in the company name writes that wants). Thirdly, be more careful with the root “dew” (from Russia) - it reached senility and was denied to people with the name of the company “Rosinka”. The fact is that the use of the word Russia, as well as the state symbols, is paid for separately, that is, it is a source of income for tax-needy tax officials, so they are very jealous of this item.
3. Article 5 of the Statutes: Participants. You must specify the full and accurate passport data.
4. Article 8 of the Charter: The authorized capital of the company and its distribution. If there are two participants, it is better not to divide the interest equally, because in this case, the contract must separately prescribe how decisions will be made (the majority of votes will not work).
5. The memorandum of association (UD) at the very beginning, as in the Charter, is the complete passport data of the founders.
6. Article 1 Ouch. Dog: name of the company. It should exactly coincide with the Charter.
7. Article 2 Ouch. Dog authorized capital. The same as in the Charter.
8. Signatures of all founders at the end of the Charter and the CA.
9. Flashing documents. For those who have never done this: at the left edge of the sheets in the center at a distance of about 5 centimeters from each other holes are made (or holes - how to? If you twist with an awl, then probably the holes. If the hole punch, then probably holes. By the way the assurance of accountants, hole punch when sewing the thread - moveton :). Then, using a needle and thread, you sew together (it is better to fold the thread twice and pass it through each hole 2-3 times to make it thicker). I would like to hope that the color of the thread does not matter, the last time I liked pink. Leave rather long ends - you need to stick a piece of paper on them with the text: “N (“ en ”in words) sheets are stitched and numbered. Putin V.V. Signature". The signature should begin on a piece of paper, and end on the document.

1.a. Copies of constituent documents

The original CA remains in tax. In the daily life of the company, you will rather need copies of them (at least to open a current account). Therefore, copies should be taken care of in advance. For this you need:

1. Print a copy of the CA except the last sheet with signatures and firmware.
2. Make a two-sided photocopy (!) Of the last pages of the originals (with signatures on one side and firmware on the other). After that, this pile must be stitched again, but the piece of paper (sewing) should not be glued. Unknowingly, I first glued the pieces of paper like the originals, but diagonally, so that the “copier” of the stitching is not closed. They took me twice, and on the third time they said that they did not need to do this, but they accepted me anyway.

In case of successful registration, you will be given copies of your documents certified by the tax authorities. In case of refusal, you are required to return the receipt and not certified copies.

2. Protocol number 1 or the decision to create

Everything is simple here. Rule the protocol example in the attachment, print and sign. It is signed by all participants of the meeting, i.e. by all founders.

Once again pay attention to these shares, passport details and the name of the company - everything should be exactly as in the UD.

If the founder is one, then the creation decision is filled. The form will be shared by Google.

3. Statement

This document needs special attention.

The application is completed in the form P-11001. You can see it here: n46.ru/Formi/P11001/P-11001-01.htm , download in the XLS format here: n46.ru/Formi/BLANKI/blanki.htm Attached is an example in the DOC format generated by some program ( now I don’t remember the name, but Google will probably tell).

The application is submitted by one founder. The applicant himself signs ALL sheets, even those related to other founders.

The application consists of two parts. The first part is the first 3 pages. It must be notarized. It is necessary to sign on the third sheet only in the presence of a notary , this is the certification of the signature. At the very beginning, on the first page, the name of the registering authority and the code are indicated. In the attachment is filled for the Federal Tax Service №46 in default city.

The second part of the application consists of sheets A, B, C, etc. Sheets, marked with one letter, can be several. For example, as in the attachment - two sheets of B, according to the number of founders. In this case, you must not forget to affix the page numbers in the upper right square.

The attachment provides the most typical case - two founders, without branches, foreign participants, without founders-jur. persons, etc. If you have one founder, just remove unnecessary sheets. Do not forget to change the numbering.

Important!

• Put dashes in those fields that you do not fill out.
• The minimum set of sheets in the second part of the application: B; E (!); I. The absence of the E sheet was another reason for my refusal. It is necessary to indicate persons who have the right to act on behalf of a legal entity without a power of attorney. As a programmer, it seemed to me quite logical that the CEO, defined on the first sheet as an executive body, by default has the right to act without a power of attorney. Otherwise, what kind of executive body is it? But among the powers that be, there is a different opinion on this matter - on this sheet at least the general director should be indicated.
• I repeat about the numbering in the upper right corner.

After the notary has assured and sewed the first 3 sheets of the application, it is necessary to hem the remaining sheets to them. To do this, you can make holes a little higher or slightly lower. Do not forget that at the end you need to stick a piece of paper with the inscription: “N (number in words) sheets are stitched and numbered. Putin V.V. Signature". The signature begins on a piece of paper (stitched), and ends on the document.

Well, in the end do not forget to sign on the other sheets, which are not certified by a notary. Notice each sheet is signed.

I will not write anything about how to fill in the fields, everything seems to be clear.

Oh yeah, I almost forgot about sheet I. Here are OKVED codes (general classifier of types of economic activity). Detailed information about what it is and why it is needed, everyone can find on their own. I can only say that what your company can do depends on their choice. Select the appropriate codes can be on the list: n46.ru/okved.htm . FEA specified first, becomes the main for the company.

Photo stitching statements: first , second and third

4. Receipts

Be careful when filling out and paying. Make sure that on your copy of the receipt all the details, full name and address are correctly indicated. I was refused the last time due to the absence of the address of the payer, apparently the cashier inadvertently did not fill, because printed every time from one file.

As I have already mentioned, the receipt for registration is not refundable, in case of refusal you will have to pay again. Receipts for copies of documents are required to return.

And in conclusion : you do not need to help small business, it’s enough just not to interfere.

I propose to send me a mail lysyuk.a@gmail.com reasons why you refused to register. Then I will publish this collection.

A package of documents in DOC format in one ZIP archive, size - 96.5Kb.

Sneizhnyka Ltd. - Part 2. Start of activities.