Open ul. Open an LLC thanks to the online service

Legal entity: registration, forms (LLC, CJSC, OJSC, etc.) and types

Entity This is an organization registered by law that owns and manages property and is liable for its obligations with this property. A legal entity can be a plaintiff and defendant in court, acquire and exercise property and personal non-property rights, and undertake obligations on its own behalf. Legal entities must have an independent balance sheet or estimate.

Statistics

There are about 8 million organizations in Russia. Of these, a third are inactive, one-day or zero.

Rice. Number of enterprises and organizations per 10,000 population as of 01/01/2018

Kinds

Depending on the form of ownership:

• state-owned (the state owns the majority of shares or a larger share in the authorized capital)
• non-state (private)

Depending on the goals of the activity:

• Commercial (goal - making a profit)
• Non-commercial (other purposes)

By composition of founders legal entity

• Organizations whose founders are only legal entities (unions, associations, foundations)
• The state is the sole founder (unitary enterprises)
• All other legal entities

By the nature of the rights of participants:

• to the property of which their founders retain rights of obligation (business partnerships, homeowners' associations and cooperatives)
• over the property of which their founders retain ownership or other property rights (organizations that own property under the right of economic management or the right of operational management)
• to the property of which their founders do not retain property rights ( public associations, public foundations and religious associations)

Forms

Individual entrepreneur is not a legal entity, but is subject to civil and labor legislation legal entities, unless otherwise provided by law.

Society with limited liability(OOO). Members of the company are liable for obligations within the framework of authorized capital. The authorized capital is divided into shares of participants in the LLC. The shares of participants in the authorized capital of an LLC are not securities and are not subject to the legislation on securities, in this regard, increasing the authorized capital in an LLC is a simpler procedure than in a closed joint-stock company. The nature of the relationship between LLC participants and transactions with their shares in the authorized capital are more closed than in CJSC and LLC: LLC has the opportunity complete ban or a significant restriction on the entry of new participants. For example, the charter of an LLC may stipulate a direct prohibition on the alienation by participants of their shares to third parties, or the consent of the remaining participants of the LLC to such transactions. The LLC charter may include special conditions distribution of profits between the founders. Information about LLC participants is included in the Unified State Register of Legal Entities and is publicly available. LLC is the most common form of legal entity in small business. 92% of all legal entities in Russia are LLCs.

Closed Joint Stock Company (CJSC). The authorized capital is divided into shares of participants. Shares of a closed joint-stock company are issue-grade securities and the closed joint-stock company is subject to securities legislation. In a closed joint-stock company, due to the need to issue new shares, the procedure for increasing the authorized capital is much more complicated than in an LLC. A closed joint-stock company is a company that is more open to access by third parties than an LLC. The transfer of shares does not require the consent of the CJSC itself and its other shareholders, but the charter specifies restrictions on such transactions. The size of dividends depends on the number of shares owned by the participant and the law stipulates the timing of payments to shareholders of the CJSC. Data about the shareholders of the closed joint stock company is not publicly available and they are not included in the Unified State Register of Legal Entities. From September 1, 2014, changes were made to the Civil Code and now all CJSC companies will be called non-public joint stock companies(NAO), but even more abbreviated as AO.

Open Joint Stock Company (OJSC). In general, this form is similar to a closed joint stock company. The difference is that LLC shares can be sold without the consent of other members of the company. The number of shareholders of an OJSC is not limited. JSC shares can be distributed by open and closed subscription. The authorized capital of the JSC must be more than 100,000 rubles. This form of legal entity is created to conduct large business. From September 1, 2014, changes were made to the Civil Code and now all OJSC companies will be called public joint-stock companies (PJSC).

Other forms of legal entities.

• Full partnership (full liability of the participants for the debts of the partnership with all their property)
• Limited partnership (full partnership plus contributors who are responsible only within the framework of the contribution)
• Company with additional liability, ALC (unlike an LLC, participants bear additional liability with their property)
• Production cooperative (at least 5 people, can, contrary to the name, be created to provide services)

Legal entity licenses

An organization can engage in some types of activities only after obtaining a license or permit. Licensed activities of legal entities include: travel agency, pharmaceutical, private investigation, transportation of goods and passengers by rail, sea, air, as well as others.

The organization cannot engage closed views activities. These types of activities include the development and/or sale of military products, trafficking in narcotic drugs, poisons, etc.

Registration

State registration of legal entities is carried out by the Federal Tax Service of the Russian Federation. Registration is carried out at the legal address of the head office.

OKVED codes for legal entities and individual entrepreneurs are the same.

Necessary documents for registration of a legal entity (LLC)

• LLC Charter
• Agreement on the establishment of an LLC.
• Receipt for payment of state duty.
• Application for state registration OOO.
• A letter of guarantee from the owner of the premises under which the LLC is registered.
• Notarized copy of the certificate of ownership of the premises.
• Application for switching to the simplified tax system (If you need to switch)

Within 5 days you are registered as a legal entity or receive a refusal.

You must be given the following documents:

1) Certificate of state registration of LLC.

2) Registered Charter of the LLC (for Moscow - a copy of the Charter of the LLC).

3) Certificate of tax registration.

4) Extract from the United state register legal entities (USRLE).

Procedures after registration

After registration of a legal entity it is necessary to register with Pension Fund and MHIF, FSS, get statistics codes.

It is also necessary for a legal entity to open a current account, produce a seal, and register a cash register.

Taxes and payments

A legal entity can apply tax schemes: simplified tax system (simplified tax system), UTII (imputed tax system), OSNO (general taxation system).

Taxation of legal entities almost the same as that of an individual entrepreneur, but instead of personal income tax, income tax is paid. In 2010, the unified social tax was abolished for legal entities.

Fine from 100 thousand to 300 thousand rubles. or in the amount of the culprit’s salary for 1-2 years;

Forced labor for up to 2 years with deprivation of the right to hold certain positions for up to 3 years (or without it);

Arrest for up to 6 months;

Imprisonment for up to 2 years with deprivation of the right to hold certain positions for up to 3 years (or without it)

If the director fully pays the amounts of arrears (taxes) and penalties, as well as the amount of the fine, then he is exempt from criminal prosecution (but only if this is his first such charge) (Article 199 clause 2 of the Criminal Code)

Fine

If the amounts for criminal prosecution are not reached, then there will only be a fine.

Non-payment or incomplete payment of taxes (fees)
1. Non-payment or incomplete payment of tax (fee) amounts as a result of understatement of the tax base, other incorrect calculation of tax (fee) or other unlawful actions (inaction) entails a fine in the amount of 20 percent of the unpaid amount of tax (fee).
3. The acts provided for in paragraph 1 of this article, committed intentionally, entail a fine in the amount of 40 percent of the unpaid amount of tax (fee). (Article 122 of the Tax Code)

Penalty

If you were just late in payment (but did not provide false information), then there will be penalties.

Penalties are the same for everyone (1/300 (1/150 from day 30) multiplied by key rate Central Bank per day of the amount of non-payment) and now amount to about 10% per annum (which is not very much in my opinion, taking into account the fact that banks give loans at a minimum of 17-20%). You can count them.

Liquidation

Liquidation of a legal entity can be voluntary or forced. The liquidation procedure is long and no less complicated than registration.

Alternative Methods LLC liquidation

• Liquidation of an LLC by changing the founders and general director
• Liquidation of LLC by reorganization of the company in the form of merger
• Liquidation of an LLC through reorganization in the form of a merger

Using this online service, you can keep accounts for OSNO (VAT and income tax), simplified tax system and UTII, generate payment slips, 4-FSS, RSV-1, submit any reports via the Internet, etc. (from 350 rubles/month) . 30 days free (now 3 months free for new users).

How to open an LLC in Moscow and not screw it up: what you need to know before going to the Federal Tax Service + list of documents for registration + 4 ways to submit papers.

If you "ask" Google, how to open an LLC in Moscow, on the first pages of the search results you will find only advertisements for law firms and no specific guidelines.

The point is not at all that a person without special education and experience is impossible.

It’s just that for a beginner this procedure may seem, at first glance, too complicated.

This is where intermediaries make money.

Although, in fact, everything is not so scary.

And you can check this for yourself by studying our step-by-step “from A to Z” manual.

What are the pros and cons of deciding to open an LLC?

Before proceeding with the guide to registering an LLC in Moscow, it is worth understanding: do you really need this particular form of activity?

Let us note right away: if there are several founders, it will not suit you uniquely.

But if you plan to do business on your own, once again weigh the pros and cons of the limited liability company format:

What do you need to know before starting an LLC registration?

When an entrepreneur begins to decide to open an LLC, he must determine several important points.

This knowledge will be required when filling out the papers.

There is no point in postponing the decision until later, since all the questions raised below will require a lot of time to resolve.

Choosing a name for an LLC in Moscow

Perhaps the only stage of registration at which you will need to have a good imagination.

Of course, you can also use “the help of the audience,” i.e. contact friends, social surveys in in social networks and even advertising companies.

There are some basic tips for choosing an LLC name:

• the name should be easy to write and remember;
• Remember that the direction of the LLC may change in the future, and do not choose names associated with the activities of the company;
• psychologists believe that a name composed according to the following formula is ideally perceived: 2 words – noun + adjective.

Banned by the state:

• use of names of cities and regions of the country;
• LLC names, which, without approval from government agencies, include the words “Moscow”, “federal”, all derivatives and the word “Russia” itself;
• any words that may offend moral principles, people's rights, discriminatory expressions;
• the name of LLC cannot be written in any letters except Russian; It is also unacceptable to use such signs as &, @.

Also, obviously, the name must be unique. You can check this fact before visiting the tax office.

Use these resources:

Why do you need a legal address for an LLC?

To open an LLC, you must indicate a legal address.

It is required in case scheduled inspections, official documents will also be sent to it.

And at this address they will look for guidance in case of emergency.

Of course, a legal address is not taken out of thin air.

The law allows for the residential address of the director of the Company to be used.

But it is better to use data from office premises for these purposes.

As a rule, in practice, actual activities are not often carried out at a legal address. That is why, in addition to the legal address, the documents also indicate the actual address of the company.

The main thing is that there is an address at all. Otherwise it won’t work in Moscow.

What to do if you don't have legal address?

Rent an office space.

In this situation, you will need to include in the list of documentation to open an LLC, letter of guarantee(sample letter below).

Contact any private office in Moscow, which provides the service of “renting” a legal address.
As a rule, the address is “removed” for six months to a year.

The cost will vary depending on the location region and duration.

For Moscow, for example, the average price will be 1500-2000 rubles.

How to choose an OKVED code?

OKVED codes are another category of information that will need to be specified when registering an LLC in Moscow.

The entrepreneur must select 1 code from the classifier, which will indicate the main type of employment + no more than 19 additional codes.

As a rule, no one is limited to one code, because... LLCs are multifunctional organizations.

But you shouldn’t go too far, trying to use all 20 possibilities.

Subsequently, codes can be added by sending a corresponding application to tax office.

You will find a catalog of OKVED codes directly from the government agency you contact for registration.

If you want to prepare in advance or submit documents remotely, look for suitable codes here: http://okved2.ru/.

Note! You need OKVED-2. According to Rosstandart order No. 1745, it comes into force on 01/01/17. Accordingly, OKVED-1 ceases to be valid.

What is Authorized Capital?

One of the important stages, without which it is impossible to open an LLC, is the formation of the authorized capital (at least 10,000 rubles).

As a rule, in practice it is many times larger).

If there are several founders, each contributes a part, and the Charter of the company states who owns what percentage.

This is important because Depending on this rate, a portion of the Company's income is subsequently paid.

All contributions are made to a regular bank account, which will subsequently be “re-qualified” into the Authorized Capital.

When the deposit procedure is completed, the entrepreneur must receive a receipt that confirms the fact of payment. This check is one of important documents necessary to open an LLC.

The law provides for the opportunity to contribute only 50% of the authorized capital by the time of filing papers for registration of the Company.

The remaining half must be paid during the year.

Selecting the type of taxation

When submitting papers to open an LLC in Moscow, an entrepreneur can indicate the desired tax format.

Those who cannot do this have a chance to apply for a transition to the simplified tax system within another month.

The next opportunity will be available only after a year.

To switch to the chosen taxation system, an application in two copies of the established form is attached to the list of documents:

All those who do not make an informed choice automatically fall under OSNO.

This system also has its advantages, however negative reviews She still received more from the entrepreneurs.

Comparison of the main taxation systems:

What package of documents is needed to open an LLC?

When the preparation stage is completed, you can proceed directly to the implementation of the decision to open an LLC in Moscow.

What package of documents must be ready to open an LLC?

Before you start collecting a package of documents, be sure to check the list and relevance of the data on the official website of the Federal Tax Service of Russia in the appropriate section: https://www.nalog.ru/rn77/yul/interest/reg_yl/register/.

More information about the application to open an LLC

Perhaps the main paper that is required to open an LLC is a corresponding application from the entrepreneur. It is drawn up according to a single form P11001.

This is where the selected name, legal address and OKVED codes are entered.

The current sample can be downloaded from the Federal Tax Service website: http://format.nalog.ru/

Another option is to form electronic application in service electronic application Federal Tax Service (https://www.nalog.ru/rn77/service/gosreg_eldocs/).

How to pay the state fee correctly?

On this moment To open an LLC in Moscow, you need to pay a state fee of 4,000 rubles.

Payment is made according to a receipt, which you must generate using the official service: https://service.nalog.ru/gp2.do.

At the end of the process, the service will offer you two options: payment by bank transfer and cash.

If you choose the second one, you will need to go with the generated receipt to the nearest bank branch.

Be sure to keep the receipt confirming payment of the state duty.

How to open an LLC in Moscow: 4 ways to submit papers

Even if we discard the option of filing through an intermediary company, there are still several ways to submit papers.

Unfortunately, this is not always possible.

Therefore, it is useful for everyone to know in what other ways they can transfer documents to the Federal Tax Service in order to open an LLC.

1. Personal inspection visit

A personal visit to the tax office is the easiest and most reliable way hand over a package of papers.

Agree, it is better to resolve any questions regarding LLC on the spot, by personally discussing it with representatives of the institution.

Even though you will have to stand in eternal queues for some time.

You can also transfer documents with the help of a trusted person (of course, notarized).

To find out which address in Moscow to contact, go here: https://service.nalog.ru/addrno.do.

2. Transfer through the MFC in Moscow

Multifunctional centers are, roughly speaking, representative offices of the Federal Tax Service. Therefore, you can also transfer documents with their help - by visiting in person or by sending confidant.

MFC provides clients with an excellent service that will save your time - signing up for an electronic queue.

Look for the right branch in Moscow here: http://xn--l1aqg.xn--p1ai/mfc/index/queues.

3. Sending by mail

This is far from the most reliable way to open an LLC.

Therefore, you should use it only as a last resort (if you have no way of getting to the right tax office).

When sending papers by letter, they also need to be certified by a notary.

Such “cargo” is sent by a valuable letter with an inventory of the contents.

You can also use courier services DHL and Pony Express, but this is only permissible in Moscow!

Look for the address on the same section of the Federal Tax Service website: https://service.nalog.ru/addrno.do.

4. Open an LLC thanks to the online service

The fourth option is the most “advanced”.

You don't even need to get up from your chair. But you will have to tinker with setting up the computer according to the service rules.

All the details of using the online application service and how to set it up we're talking about, read carefully on the Federal Tax Service website: https://www.nalog.ru/rn77/service/gosreg_eldocs/.

What happens after?

The collected package of documents is accepted by the tax inspector (if you personally visited the branch) and issues a receipt.

For other methods of submitting documents, this item is skipped.

If you did everything correctly, after 3 days (working days!) you will receive documents that will confirm: you were able to successfully open an LLC in Moscow.

You need to come for them in person or send a trusted representative.

Also, the papers can be sent to you by mail to the address specified during registration (therefore, carefully check its correctness when filling out the application!).

Attention! We must not forget that even this strict tax inspector in front of you is still a living person. No one is immune from mistakes. Therefore, carefully check the issued certificate!

What questions remain if the LLC was successfully opened?

Even after the LLC registration papers are in the hands of the founder(s), a number of organizational issues still remain. Let's sort them out.

1. Order printing in Moscow

Unlike an individual entrepreneur, an LLC obliges the owner to order a seal for the Company.

It will be required when concluding transactions, confirming contracts, in general, in any situations where it is necessary to certify documents from the “person” of the LLC.

Getting a seal is extremely easy.

It is enough to contact any company in Moscow that provides such a service.

Take with you:

• certificate with the specified OGRN code;
• certificate of assignment;
• an amount of about 400 - 1,000 rubles (relevant for Moscow).

There are no restrictions on the design of the seal for an LLC entrepreneur.

You will be offered a catalog from which you can choose any sample you like.

The production of the item will take some time, although urgent execution can also be ordered in Moscow.

Don't forget to buy ink!

2. How to open a current account for an LLC in Moscow?

If for an individual entrepreneur the need for a current account can still be challenged, then for an LLC in Moscow it will be necessary to open one.

Moreover, this is done “as soon as possible.”

Why do you need to open this account?

• Preserve LLC capital.
• Receive payment for services.
• Make payments to partners.

Without a current account, conducting all financial transactions would be hard labor! Therefore, there is no way to do without it.

It is worth adding that you should choose a bank in Moscow carefully.

You don’t want the LLC to go bankrupt simply because of an unreliably chosen “storage facility” for the account, do you?

What criteria should you use to check the financial institution in which you are going to open an account:

1. How long has the bank been operating and what kind of reputation does it have among clients?
2. How much will you have to pay for the decision to open an account?
3. How far is the main office located?

Fortunately, there is currently no shortage of banks in Moscow, so an entrepreneur can be very picky about where to open an account.

The step-by-step process of creating a new legal entity (LLC) is also given in the video:

Why might you be refused to register an LLC in Moscow?

The chance of being rejected when trying to open an LLC in Moscow worries entrepreneurs along with organizational issues.

If you refer to clause 1 of Article 23 of the Federal Law (https://www.nalog.ru/rn77/fl/interest/open_business/compaby_reg/3921906/), you can find a huge list of reasons for this.

Let's look at the main reasons why they may be refused to open an LLC in Moscow:

• an incomplete package of documents was submitted for registration;
• the papers were sent to the wrong address;
• there is no certification from a notary (in cases where it is necessary);
• all participants left the LLC;
• the name chosen for the Company does not comply with legal requirements;
• if any of the Founders, by court decision, does not have the right to engage in entrepreneurial activity and others.

This entire list can be summarized by one thesis: entrepreneurs rarely receive a refusal to open an LLC in Moscow.

If this happens, there is a 95% chance that an error has crept into the documents or they have not been collected completely.

So just prepare more carefully, then problems can be avoided.

Overall, figure it out how to open an LLC in Moscow not so difficult.

It is important to break the task into sequential steps and act in stages.

Then the fear of such an important task will pass, and you will do everything right.

If it seems to you that you are unable to figure it out on your own, contact specialist intermediaries who will take on this “burden” upon themselves.

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In order to become an eligible subject of economic relations in Russia, you must first select legal form its existence in the economic arena of the state.

The main type of economic entity in the Russian Federation is now a legal entity - an organization that owns by right of ownership or has under economic control (operational management) certain separate property, within the framework of which it is liable for its obligations. But before open a legal entity, it is necessary first of all to become familiar with its varieties existing today.

All legal entities that are commercial organizations, the authorized capital of which is divided into contributions (shares) of their co-founders (participants), are classified according to the main types: partnerships and societies.

Business partnerships may exist in the form general partnership or limited partnership. A commercial companies there are: with additional responsibility; joint stock (closed or open type); with limited liability.

IN general partnerships participants, as well as full participants limited partnerships can only perform as well as commercial organizations.

Participants business companies, investors limited partnerships may be citizens, legal entities. At the same time, depositors bear the risk of losses to the organization only within the limits of the deposit amounts they have made and have nothing to do with the direct implementation of business activities by this business entity.

Limited Liability Company according to the rules, it is established by one or more persons, while the participants of such an organization do not bear any responsibility for its obligations, but only have a certain risk of losses, limited by the amount of deposits they make.

Additional liability company, established in the same way, has an authorized capital divided into shares in the amounts determined by the constituent documents. At the same time, all its participants bear collective (subsidiary) liability with their property for the obligations of the company.

Joint stock company is an organization whose authorized capital is divided into the number of shares provided for in the constituent documents.

After choosing the form of an economic entity that is suitable in all respects, you can proceed to its direct organization.

In order to open a legal entity after the relevant preparatory activities, you need to register it properly. Registration of all legal entities occurs with the tax authorities at their location executive body or another person representing the interests of these organizations.

Preparatory measures for organizing a legal entity include the following: determining the composition of participants and choosing a management body; choice of location (legal address), name; approval, distribution of existing authorized capital; determination of types of economic activities.

In addition, depending on the chosen type of legal entity, it is necessary to prepare a charter, constituent agreement (or other decision on establishment), as well as open a savings (temporary) bank account, prepare application documents for registration in the prescribed form, and certification (notarization) of the applicant’s signature.

If you decide to organize own business in Russia, you have two options - open an individual entrepreneur or establish a legal entity. The latter, although it requires more effort and is somewhat more expensive, has a number of significant benefits. Commercial enterprise, registered in the form of a legal entity, has greater opportunities. And this applies to almost all aspects of doing business, from choosing the type of activity to the likelihood of becoming a participant in the global market.

Once you decide to open an organization, you need to carry out serious, comprehensive preparation. In this article we will talk about what this process includes and how to register a legal entity yourself.

Creation and registration of a legal entity

The stages of creating organizations will differ depending on the legal form. Therefore, the first thing you need to do when opening an organization is to choose the form of an economic entity.

Among the commercial organizations representing the private business segment are:

• business partnerships;
• business companies;
• production cooperatives;
• business partnerships.

Each of these forms is convenient in its own way for implementing various projects. Most widespread in the Russian Federation received limited liability companies (LLC) and joint stock companies (public and non-public).

The process of creation and registration of a legal entity of all the above forms are regulated by the Civil Code of the Russian Federation and relevant legislative acts. Let's consider the stages of opening an organization using the example of an LLC.

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Stages of opening an organization using the example of an LLC

Having decided on the form of doing business, you should determine the composition of legal participants. faces.

If you are planning to open an LLC, it is important to know: you can act sole founder society. By law, the number of participants in an LLC can be from 1 to 50.

For information about who has the right to become the founder of an LLC and who can manage it, see the following video:

Next, the founders of the organization need to draw up and sign an agreement, which should indicate the terms of cooperation, the rights and obligations of the participants, their responsibilities, etc. When an LLC is opened by one person, this stage is skipped.

One of the most crucial moments when establishing an LLC is the creation of the Charter of the enterprise. This official document regulates the procedure for all activities of the company, in addition, it is required for registration of a legal entity with the Federal Tax Service. What needs to be included in the Articles of Association?

Here is a list of information that must be included in this document:

• company name (full and abbreviated);
• legal address – the place where the organization will be located;
• the amount of the company's authorized capital (from 10 thousand rubles);
• composition and competence of the company’s management bodies;
• rights and obligations of the founders (including conditions for leaving the LLC and transferring shares in the authorized capital);
• the procedure for recording documents and providing them to interested parties.

If necessary, the Charter of the enterprise can be supplemented with other provisions relevant to the participants, if this does not contradict the law.

Important! To register a new legal entity with the Federal Tax Service, you will need two originals of the Charter, so you should immediately make sure that the specified constituent document is issued in two copies. You will receive one of the originals of the Charter, certified by the Federal Tax Service, back based on the results of the state. registration.

Having finished with the Charter of the enterprise, it is necessary to formalize the decision to establish a legal entity. faces. If several participants are implied, then it is drawn up in the form of a Protocol general meeting. One way or another, the document must contain information about the approved Charter of the enterprise.

Until 2014, the founders of an LLC were required to contribute at least half of the total amount of the authorized capital before submitting documents to the Federal Tax Service. For this purpose, most often, even before the visit to the Federal Tax Service, a current account was opened for a new legal entity in financial organization, and the participants paid their shares according to the agreement. However, in May 2014, this norm was abolished, and now each founder has the right to contribute his share at any time, but no later than four months from the date of state registration. registration.

Important! By law, since 2015, limited liability companies are not required to have a seal. However, if the founders decide that it is necessary, then information about the seal must also be included in the organization’s Charter.

Having properly prepared all the necessary documents confirming the creation of a business entity, the founders only have to pay a mandatory fee in the amount of 4,000 rubles and choose one of the methods of registration with the Federal Tax Service available today for legal entities.

Why do you need to register a legal entity?

Official data on each organization operating in Russia is contained in a generalized and ordered form in the Unified State. register of legal entities (USRLE). Information about the new business entity is entered into this document by representatives of the tax service based on the results of legal registration. faces.

The significance of state registration of legal entities is as follows: only after passing this mandatory procedure, you have the right to refer to the fact that you are conducting activities on behalf of the organization. In other words, this is legalization, legitimizing your business. If you run a business without going through the government. registration, then sooner or later it will come to the surface, and the state may apply a number of sanctions against you, as the founder.

In addition, without the official status of a legal entity, you will not be able to cooperate with serious and reliable partners. Today, every interested party, before concluding an agreement with a counterparty, can check it for the presence of a confirming record in the state. registry

Registration of a legal entity with the tax office

Having completed the documents required for initial stage creating an organization and having found out why you need to register a legal entity, you can proceed directly to the procedure itself.

First of all, you should decide how you will proceed if you plan to register a legal entity yourself. Available methods:

• in person, by visiting the Federal Tax Service department or one of multifunctional centers;
• remotely (using the Federal Tax Service portal, through the government services website or by sending documents by mail).

If you plan to submit documents in person, you need to clarify. Registration is carried out at the legal address of the organization, which can also be the home address of one of the founders.

If you prefer remote submission of documents, then keep in mind that all the necessary papers will have to be notarized, and in the case of sending documents electronically, you will also have to put a reinforced stamp on them electronic signature.

Which you prepared at the stage of creating the organization will need to be supplemented with a statement of state. legal registration faces. The form and rules for filling it out should be found on the tax service website www.nalog.ru.

Important! In a statement about the state. registration is not allowed to contain any errors. All data must be reliable and coincide with the information present in the organization’s Charter.

The full package of documents that must be submitted to the Federal Tax Service during the initial registration of a legal entity must include:

• Charter (2 originals);
• Decision or Protocol on establishment;
• application in form P11001;
• receipt for payment of state duty.

Having handed over all the specified papers to one of available ways to the Federal Tax Service, you should wait for five working days. During this time, service employees will conduct all necessary checks and consider your application. Based on the results of the review, an appropriate decision will be made.

If the decision is positive, then tax service You'll get:

• Tax registration certificate for your company;
• extract from the register;
• one of the originals of the Charter with notes from the Federal Tax Service.

However, the decision of the Federal Tax Service regarding the registration of a legal entity is not always faces can be positive. The founders may face such a problem as refusal of state registration. registration.

Problems in registering legal entities and ways to solve them

The reasons why Federal Tax Service employees have the right to refuse you to register a company are very diverse. All of them are included in Federal and IP No. 129-FZ.

Most frequent occasions to refuse:

• providing false data;
• errors in documents;
• lack of notarization, if required;
• ban on the right to engage in entrepreneurial activity in relation to one of the founders, etc.

To avoid problems when registering legal entities, it is recommended to special attention complete all required papers. There are often cases when the tax service refuses registration due to errors in the constituent documents.

If you are not sure that you can correctly draw up the Charter of the organization, we recommend using approximate form of this document posted on the information and legal portal Garant www.garant.ru. Usage standard form The charter will allow you to avoid mistakes and develop your own constituent document taking into account all existing requirements.

Important role when registering a legal entity. The person who plays the role is who exactly will act as the applicant. One of the participants (or all founders in the group) can sign the application. in full force) or the head of the organization, for example, CEO. It is necessary to notarize the signature in all cases, except when all legal participants are present when submitting documents to the Federal Tax Service. faces.

What to do if you need to reorganize an existing legal entity

If you have successfully registered your organization with the tax service, and later in the course of your activities you are faced with the need to expand your business (or any other transformation), you have the right to reorganize the company.

Registration of legal entities and individual entrepreneurs is carried out within five working days by the tax authorities. To register a legal entity, you need to prepare a certain set of documents, pay a state fee and fill out an application in the prescribed form. Citizens often have difficulties in preparing documents, and not rarely, problems arise after the registration of legal entities if errors were made in the documents submitted for registration. Correcting them may require changes to the constituent documents, which means an increase in costs and registration time.

Registration of legal entities and enterprises in Moscow: what to choose as an individual entrepreneur or LLC?

There are two most popular forms of registration of legal entities in Moscow: individual entrepreneurs and limited liability companies (LLC). Each of these forms has its own advantages and disadvantages.

• inexpensive state registration (state fee is 800 rubles);
• there is no need to have the application certified by a notary; the entrepreneur can submit it in person;
• fines for violating the law are significantly less than for LLCs;
• the entrepreneur is liable for his debts and obligations with personal property (real and movable property, personal funds);
• simplified accounting is possible;
• fewer reporting forms submitted to government bodies;
• regardless of whether the activity is carried out, it is necessary to pay regularly insurance premiums;
• there is no obligation to open a current account;
• easy liquidation procedure - just submit an application in the prescribed form to the tax office.

• The liability of participants is limited to contributions to the authorized capital and property of the organization (the founders are not liable with personal property for the debts of the company);
• the obligation to open a current account is established by law (every company must have at least one current account);
• fines for violating the law are significantly higher than for entrepreneurs;
• taxes and insurance premiums are paid if activities are carried out, otherwise zero reporting is submitted;
• state registration is much more expensive (the minimum contribution to the authorized capital is 10,000 rubles, the state duty is 5,000 rubles);
• it is necessary to have the application for company registration certified by a notary;
• there may be several founders (owners of the company);
• another organization may act as a founder;
• more forms of reporting, organizations are required to maintain accounting records (regularly generate and submit accounting, statistical and other reports);
• complex liquidation procedure (requires publication in the gazette of registration of legal entities, drawing up a liquidation balance sheet and performing other legally significant actions to exclude an entry from the unified state register).

The choice of one or another form of registration should be based on planning future activities. If there is more than one business owner, then registration as an entrepreneur is no longer necessary. In addition, in the event of bankruptcy, the founder is not liable with personal property for the debts of the company, unlike the entrepreneur. But fines for non-compliance with the law are much lower for entrepreneurs than for organizations of all forms of ownership.

All forms of ownership have advantages and disadvantages, and in order to make a choice, you need to carefully consider your future activities.

On the basis of what laws is registration of legal entities carried out?

The registration procedure is legally regulated by Federal Law No. 129-FZ “On State Registration of Legal Entities”. It establishes the procedure for registering organizations and entrepreneurs, an application form, a list necessary documents and requirements for their design.

IN federal law No. 14-FZ on state registration of legal entities establishes the requirements for LLCs reflected in the constituent documents, procedures for changing them, as well as the rights and obligations of company participants. The activities of organizations and entrepreneurs are also regulated by civil and tax code, law on accounting and other regulations.

The procedure for state registration of legal entities and enterprises

Beginning businessmen are interested in what is the procedure for state registration of legal entities. Due to frequent changes in Russian legislation, the list of documents and the application form changes almost every year, which causes difficulties. But the procedure for state registration of legal entities remains the same from year to year, as does the procedure itself. The legislation provides for the following algorithm for registering a legal entity:

• choice of organizational and legal form (individual entrepreneur or LLC);
• preparation of a set of documents (depending on the form of ownership);
• certification of the application by a notary (only for LLC);
• payment state duty;
• submitting documents to the tax office at the location of the organization;
• obtaining a certificate of registration or refusal of registration;
• making a seal, opening a current account, registration cash register equipment and others necessary procedures to carry out activities.

Currently, making a seal for individual entrepreneurs and LLCs is not mandatory, but it is advisable to prevent possible problems legal nature in the future, for example, controversial situations with contractors and government agencies.

The procedure for state registration of legal entities, established by the state, changes almost every year, so it is not always possible to track all changes and draw up documents for the organization correctly on your own. In this regard, it would be wise to seek help from a legal entity registration firm.

The legislation establishes the procedure for state registration of legal entities, in which papers can be submitted:

• in person by appearing at the tax office;
• send by mail with an inventory;
• present through the multifunctional center;
• send electronically with a digital signature.

Documents for registration can also be sent by a notary at the request of the applicant via the information and telecommunications network. Federal Law on State Registration No. 129 provides for the requirements for documents described in Order of the Federal Tax Service of Russia No. MMV-7-6/, which establishes the procedure for filling out the application and other documents required to complete the registration procedure.

Necessary package of documents for registering a company in Moscow

At the stage of preparing papers for registration, many citizens may encounter certain difficulties. In such a situation, you should contact specialized companies for registering legal entities in Moscow or any other city. The fact is that it is easy to make typos in papers, and some errors may require changes constituent documents, or even entail a refusal to register a legal entity.

Before preparing documents for registration, you need to determine the following data:

• select types of activities from the OKVED directory and write down their numbers;
• decide on the form of ownership - individual entrepreneur or LLC;
• if there are several participants, then it is necessary to conclude a constituent agreement, determine the size of the authorized capital, the shares of each founder, and select a general director;
• find a legal address for registering an LLC.

• application in form P21001;
• receipt of payment of state duty;
• passport (if submitted in person) and power of attorney, if the documents are provided by an authorized representative (representative).
• To register an individual entrepreneur in Moscow with our help, you only need a passport!

The inspection does not have the right to demand other documents for registration of a legal entity not provided for by Federal Law No. 129 from the applicant. An individual entrepreneur registers at his place of residence, while organizations require a legal address.

Registration is allowed at the location of the executive body of the company, or another person authorized to act without a power of attorney on behalf of the company (director and founder). That is, there is no direct ban on registering an LLC at the place of residence of the founder, but tax authorities may require a letter of guarantee for the provision of a legal address, a lease agreement or a certificate of ownership at the registration address.

Simultaneously with the submission of papers for registration, you can provide a notice of the transition to a simplified taxation system.

Amount of state duty and payment procedure for registering legal entities in Moscow

Before submitting documents to the inspection, you must pay the state fee for registering a legal entity. The price depends on the type of ownership. The state fee for registering as an entrepreneur is eight hundred rubles. The state fee for registering a legal entity upon creation is 4 thousand rubles.

Details for paying the state fee for registering a legal entity can be obtained from the tax office, and the receipt should be paid through Sberkassa. The payment receipt must be provided to the inspector at the same time as submitting the papers.

If the applicant orders legal services for registration of legal entities, the amount of expenses includes payment for services in addition to the state duty and notary expenses, but at the same time a lawyer is engaged in preparing a full set of documentation for registration.

Upon registration of legal entities there is great amount misconceptions. For example, registration of a legal entity with the Pension Fund of the Russian Federation is carried out automatically; there is no need to submit papers separately to the statistical authorities, pension fund, or Social Insurance Fund. An entry from the tax office in the unified register of enterprises is enough to get started.

• name of the company (full name of the entrepreneur);
• date of state registration;
• main state registration number(OGRN);
• name of the authority that issued the certificate;
• series and document number.

Along with the certificate, an extract is issued containing information about the state registration of the legal entity, which is required for submitting documents to the bank to open a current account.

Moment of state registration of a legal entity

The moment of state registration of the name of a legal entity is considered to be making an entry in the Unified State Register of Legal Entities or the Unified State Register of Individual Entrepreneurs. As a rule, the day of submission and issuance of documents is not included in the established registration period and the taxpayer receives confirmation of registration the very next business day after making an entry in the register of enterprises.

The date of state registration of a legal entity is also considered the date of entry into the register of organizations. From this date, the company is obliged to keep records of all business transactions and report to government agencies on performance results and pay taxes.

Registration of a company with the tax office in Moscow

Registration in established by law procedure is carried out by the tax authorities. Registration of legal entities is carried out at the district inspectorate at the location of the legal address, entrepreneurs - at the address of their residence. Reports are subsequently submitted to the same tax office.