As a self-register Ltd.
His Work Educational Program / / December 19, 2019
What Is Ltd
Limited Liability Company (LLC) - a form of business in which the entity is registered. In other words, a complete company: it has employees, legal address and the bank account. Ltd. allowed to engage in any activity, in contrast to IP, which can not produce alcohol, weapons and drugs, earn one of security and investment activities.
Open Company is an individual or a few - only 50 founding members.
If society is not one founder, all the decisions they make by voting. A profitArticle 28. Distribution of company profits between members of society receive in proportion to their investment or as a contract.
If something goes wrong and the business will be ruined, members of society at risk in the first placeArticle 2. Basic Provisions on Limited Liability Companies not personal, and property of the organization: computers, furniture, transport and money to the company account. But if the debt is large, a court may recover private property founders to cover it.
Register Company harder than SP, but it really do it yourself.
How to register a company
1. To come up with the name of the organization
Founders agree in advance on the company nameArticle 4. Company name and its location. The main company's name must be complete and in Russian: Limited Liability Company "Crystal". It will be used in all documents and printing.
More in the organization can be an additional short name in Russian - OOO "Kristall"Full or abbreviated name in a foreign language or the Russian people - Crystal Limited Liability Company or Crystal LLC. In total up to six options, taking into account the main. This is important, for example, if a company plans to work with foreign partners.
2. Make a legal address
On the basis of the legal address (or the location of the company) the company has put on the account to the district tax office, will be coming here all the papers and the tax with checks.
Register your business address, you can:
- In his non-residential premises. In this case, you will need a document of title: a special certificate or an extract from USRRE. Suitable notarized copy of the certificate or a copy of the presentation of the original.
- In the rented premises. The owner will need permission to use the address for registration of the LLC, such as a letter of guarantee or lease contract. The letter of guarantee shall be made in free form.
- At the home address. In this case, with a need to have a copy of the certificate of ownership of the apartment and the consent of other owners to register in her company, if there are several.
Some law firms offer rental address, but it's a bad idea.
The tax can not register the company if the address seems suspicious or it is already listed as a lot of legal entities.
And banks and counterparties - to refuse to open a current account or cooperation for the same reason. For providing false information about the address of the company faces a fineAdministrative Code, Article 14.25. Violation of the law on state registration of legal entities and individual entrepreneurs - 5-10 thousand rubles.
If the company decides to change the address, it is necessary to make information about the new location of the company's charter and the Unified State Register of Legal Entities (Incorporation). Typically, the state takes over this dutyTax Code, Article 333.33. The dimensions of the state duty for state registration, and also the performance of other legal acts - 800 rubles.
3. Select activity codes
This can be done in the National Classification of Economic Activities - NACE"OK 029-2014 (NACE Rev. 2). National Classification of Economic Activities "(approved. Rosstandart order of 31.01.2014 № 14-st) (eds. from 02.20.2019). Select the primary code and a few extra, if needed, and make them statement registration of legal entities. All codes must be four-digit, and the total number is unlimited.
Marina decided to sew a coat, but the code "14 - Manufacture of wearing apparel" will not work too well. You need to select a special code "14.13 - Manufacture of other outerwear" and specify it as a primary. If Marina wants more to repair things, it will need to take additional code "95.29 - Repair of other personal and household goods".
Some activities can Ltd.Article 12. The list of activities for which a license is required deal only with special permission - a license. For example, produced and bottled alcohol, and to transport people to release the drug. Check out and get a license can be licensed in the ward of their region - their contacts can be easily found on the Internet. For example, in the capital works Moscow license chamber, in St. Petersburg - License management.
Some types of permits can be issued online. For example, to apply for licensing alcohol production on public services online.
4. Select the tax system
This will determine how much money will go to taxes. LLC can choose one of four tax systems.
- General taxation system (DOS, OCHO). The organization pays three types of taxes: the propertyTax Code, Article 373. taxpayers, at a profitTax Code, Article 246. taxpayers and VATTax Code, Article 143. taxpayers. The income tax rate - 20%. VAT rate - 20%, 10%Tax Code, Article 164. tax rates or 0%Tax Code, Article 164. tax rates for goods from the privileged categories, such as children. Property tax rate sets the region, but it can not be more than 2.2%Tax Code, Article 380. tax rate. OCH suited to large enterprises with a staff of 100 and revenue of more than 150 million rubles a year.
- Simplified tax system (STS). The organization paysTax Code, Article 346.14. Objects of taxation a tax - on income or profits. Payments can only be on income - at a rate of 6%Tax Code, Article 346.20. tax rates or the difference between income and expenditures - at the rate of 15%. USN is suitable for small and medium businesses, regardless of the type of activity. But organizations should work up to 100 people, and income should not exceed 150 millionTax Code, Article 346.13. Procedure and conditions for the start and the termination of application of the simplified tax system rubles per year.
- Single agricultural tax (UAT). Use this system of taxation can only agricultural producers. they payTax Code, Article 346.4. object of taxation income tax at the rate of 6%Tax Code, Article 346.8. tax rate.
- The unified tax on imputed income (UTII). when UTIITax Code, Article 346.29. The object of taxation and tax base organization only pays tax on the estimated income Company - 7.5 to 15%. Use UTII can not do everything, but, for example, retailers and caterers. Full listArticle 346.26. General provisions activities which fall under UTII given in the Tax Code. Regions can clean up some of them on your own. In addition, UTII does not work in MoscowOn taxation system as a single tax on imputed income for certain types of activities (repealed from 01.01.2014).
Each species has its own peculiarities. Before choosing a tax system, consult your accountant.
When registration of the LLC automatically comes into force AHF.
USN transferred simultaneously with the registration of a legal entity - it is written notification the tax.
To go to a new company and UAT submits to the tax special notification. If a company already exists, change the mode it is entitled only from the beginning of the calendar year.
Go to UTII allowedTax Code, Article 346.28. taxpayers since the beginning of the calendar year. To do this, you need to apply for form № UTII-1.
Return to DOS possible from the beginning of the next calendar year, or when the company profits will exceed 150 million rubles.
5. pay the state fee
it isTax Code, Article 333.33. The dimensions of the state duty for state registration, and also the performance of other legal acts 4000 rubles. Receipt form can be online in a special service on the website of the Federal Tax Service (FTS) or get the tax office. Pay - on FNS website, MFC or the bank.
If the founders of a few, everyone needsTax Code, Article 333.18. Order and terms of payment of state fees to pay its share of a separate receipt. The two founders will be given to 2 000, three - at 1334 rubles.
legal costs can be
6. To apply for registration to the tax
This can be done in person - the tax office or the MFC online - Online Tax Service or send mail to the tax inspectorate.
To register a company will need the following documentsArticle 12. Documents submitted for state registration of a legal entity:
- of the registration statement of the legal entity (R11001). Enter here the name of society, the legal address and the size of the share capital (the minimum amount - 10 thousand rubles), passport information and TIN of all founders, NACE codes. The application can be filled in on FNS website and print. Before you carry it to the tax, carefully check for inaccuracies and typographical errors.
- The decision to establish a legal entity. Here is a sample form the protocol.
- Articles of association. In it, participants agree on the Rights ofArticle 8. Rights of participants in society, obligationsArticle 9. Obligations of participants of society and other conditions business. Even its name, legal form and location of the legal entity, the order of operations, and other information managementArticle 12. the company's charter. The Charter is made in duplicate. here standard forms Charter for the Company.
- Receipt of payment of state fees.
- Statement on the transition to a simplified tax system (STS), if needed.
To apply in person, take them to the tax office or the MFC. Additionally need confirming the legal address of the documents: a copy of the ownership of the room (if you are the owner), and a letter of guarantee or rental agreement (if your no space).
All promoters to come and sign the declaration in the presence of the inspector.
If someone founder On the appointed day can not come, you must submit an application all together at the notary. The tax to bring the signed and notarized document.
To apply for registration LLC online, in advance, prepare the charter, the decision and the letter of guarantee - print, sign and scan them. That's all requirementsWhich imposes a tax to electronic documents.
Next you need to create an account or login in system, Fill out an application, attach the required documents, send your application and pay the legal costs (if you do not have an electronic signature).
Documents sent by postArticle 9. The procedure for submission of documents for state registration mail with a declared value and list of contents. In this case, sign the application for the registration of company is necessary before a notary public and assure copies of the accompanying documents.
7. Get registration documents Ltd.
The tax will take documents and register a company in three days. You will receive your package:
- Certificate of registration with the tax authority. It specifies an individual taxpayer identification number and code of reason on the account - TIN and CRR.
- USRLE sheet. In it will reflect all the data about company.
- Charter with the tax authority for registration.
If the registration of the company denied, you will receive a special paper with a cause. In this case, you need to correct any inaccuracies and to apply again. Stamp duty would have to pay again.
8. Open an account and make the authorized capital
Open an account you need immediately after registration of the LLC.
Select the bank and specify what documents are needed. Typically require charter, certificate of registration of the tax, an extract from the register and passport details of all the founders.
The Company is entitled to open an account in a foreign bank. In this case, you must notify the tax for one month - fill out and send in a special FTS notification.
To make authorized capital must be within four months from the date of registration of the society.
This can be done through cash or company credit the money to the account. As noted above, the minimum amount isArticle 14. The authorized capital of the company. Share in the share capital of the company 10 000 rubles.
Over time, the share capital can be increasedArticle 17. Increase in share capital of the company due to the property or the deposit or reduceArticle 20. Reduction of the authorized capital of the companyBut only up to 10 000 rubles.
9. Register cashier and make a print, if necessary
If you are taking cash from customers or partners need cashbox. It is necessary to buy or rent and register with the IRS.
The Company may have printed or not - as the founders agreed in the charter. But stapled print documents more confidence with customers and partners.
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