How to register an LLC yourself

2024 Author: Malcolm Clapton | [email protected]. Last modified: 2023-12-17 03:44

A guide for those who want to start a business without intermediaries and unnecessary expenses.

What is LLC

A limited liability company (LLC) is a form of business in which a legal entity is registered. In other words, it is a full-fledged company: it has employees, a legal address and a bank account. An LLC is allowed to engage in any type of activity, unlike an individual entrepreneur, which cannot produce alcohol, weapons and medicines, or engage in security and investment activities.

An LLC can be opened by an individual or several - up to 50 founders in total.

If there is more than one founder in a society, they make all decisions by voting. And the profit Article 28. The distribution of the company's profits between the members of the company is received in proportion to their investments or as agreed.

If something goes wrong and the business goes bankrupt, the members of the company are primarily at risk of Article 2. Basic provisions on limited liability companies are not personal, but the property of the organization: computers, furniture, transport and money on the company's account. But if the debt is large, the court can collect the personal property of the founders in order to cover it.

Registering an LLC is more difficult than registering an individual entrepreneur, but it is quite possible to do it yourself.

How to register LLC

1. Come up with the name of the organization

The founders agree in advance on the firm name. Article 4. The firm name of the company and its location. The main name of the company must be full and in Russian: Limited Liability Company "Crystal". It will be used in all documents and printing.

The organization may also have an additional short name in Russian - Crystal LLC, full or abbreviated name in a foreign or language of the peoples of the Russian Federation - Crystal Limited Liability Company or Crystal LLC. In total, up to six options, taking into account the main one. This is important, for example, if the company plans to work with foreign partners.

2. Issue a legal address

Based on the legal address (or location of the company), the company will be registered with the district tax office, all papers and tax inspections will come here.

You can register a legal address:

• In our own non-residential premises. In this case, you will need a document of ownership: a special certificate or an extract from the USRN. A notarized copy of the certificate or a copy with the presentation of the original will do.
• In a rented space. You will need the owner's permission to use the address to register the LLC, such as a letter of guarantee or a lease. The letter of guarantee is drawn up in a free form.
• Home address. In this case, you need to have a copy of the certificate of ownership of the apartment and the consent of other owners to register an LLC in it, if there are several of them.

Some law firms offer address leases, but this is a bad idea.

The tax office may not register the company if the address seems suspicious or there are already many legal entities on it.

And banks and counterparties - to refuse to open a current account or cooperation for the same reason. For providing false information about the address, the company faces a fine of the Code of Administrative Offenses of the Russian Federation, article 14.25. Violation of the legislation on state registration of legal entities and individual entrepreneurs - 5-10 thousand rubles.

If the company decides to change the address, it needs to enter information about the new location in the Charter of the company and the Unified State Register of Legal Entities (USRLE). Usually, the state takes a duty for this from the Tax Code of the Russian Federation, article 333.33. The size of the state fee for state registration, as well as for the commission of other legally significant actions - 800 rubles.

3. Select activity codes

This can be done in the All-Russian Classifier of Economic Activities - OKVED. Select the main code and a few additional ones, if necessary, and enter them in the application for registration of a legal entity. All codes must be four-digit, and the total number is unlimited.

Marina decided to sew a coat, but the code "14 - Production of clothes" will not work: too wide. You need to select a special code "14.13 - Manufacture of other outerwear" and indicate it as the main one. If Marina still wants to repair things, she will need to take the additional code “95.29 - Repair of other personal and household goods”.

Certain types of activities of LLC can be Article 12. List of types of activities for which licenses are required to be engaged only with a special permit - a license. For example, producing and bottling alcohol, transporting people, and dispensing medicines. You can apply for and receive a license at the licensing chamber of your region - their contacts are easy to find on the Internet. For example, the Moscow Licensing Chamber operates in the capital, and the Licensing Department in St. Petersburg.

Some types of permits can be obtained online. For example, apply for licensing the production of alcohol on the website of public services.

4. Choose a taxation system

How much money will be spent on taxes depends on this. LLC can choose one of four taxation systems.

• General taxation system (OSN, OSNO). The organization pays three types of tax: on property of the Tax Code of the Russian Federation, article 373. Taxpayers, on profit and VAT of the Tax Code of the Russian Federation, article 143. Taxpayers. The income tax rate is 20%. VAT rate - 20%, 10% of the Tax Code of the Russian Federation, article 164. Tax rates or 0% of the Tax Code of the Russian Federation, article 164. Tax rates for goods from preferential categories, for example, children. The property tax rate is set by the region, but it cannot be more than 2.2% of the RF Tax Code, article 380. Tax rate. OSN is suitable for large enterprises with more than 100 employees and an income of more than 150 million rubles per year.
• Simplified taxation system (STS). The organization pays the Tax Code of the Russian Federation, article 346.14. The objects of taxation are one tax - on income or profit. Payments can only be made from income - at the rate of 6% of the Tax Code of the Russian Federation, article 346.20. Tax rates or on the difference between income and expenses - at a rate of 15%. The simplified tax system is suitable for small and medium-sized businesses, regardless of the type of activity. But the organization should employ up to 100 people, and the income should not exceed 150 million of the Tax Code of the Russian Federation, article 346.13. The procedure and conditions for the beginning and termination of the application of the simplified taxation system for rubles per year.
• Unified Agricultural Tax (UAT). Only agricultural producers can use this taxation system. They pay the Tax Code of the Russian Federation, article 346.4. The object of taxation is income tax at the rate of 6% of the Tax Code of the Russian Federation, article 346.8. Tax rate.
• Unified tax on imputed income (UTII). With UTII of the Tax Code of the Russian Federation, article 346.29. The object of taxation and tax base, the organization pays only the tax on the estimated income of the company - from 7.5 to 15%. Not everyone can use UTII, but, for example, retail or catering establishments. Complete list Article 346.26. The general provisions of the types of activities that fall under UTII are given in the Tax Code. Regions can remove some of them as they see fit. In addition, UTII is not valid in Moscow.

Each species has its own characteristics. Before choosing a taxation system, consult with an accountant.

When registering an LLC, the OCH automatically enters into force.

They switch to the simplified tax system simultaneously with the registration of a legal entity - for this they write a notification to the tax office.

To switch to the Unified Agricultural Tax, the new company also submits a special notification to the tax authorities. If the company already exists, it has the right to change the regime only from the beginning of the calendar year.

Switching to UTII is permitted by the Tax Code of the Russian Federation, article 346.28. Taxpayers from the beginning of the calendar year. To do this, you need to submit an application in the form of ENVD-1.

You can return to the OSN from the beginning of the next calendar year or when the company's profit exceeds 150 million rubles.

5. Pay the state fee

It is the Tax Code of the Russian Federation, article 333.33. The size of the state fee for state registration, as well as for the commission of other legally significant actions is 4,000 rubles. You can generate a receipt online in a special service on the website of the Federal Tax Service (FTS) or get it from the tax office. Pay - on the website of the Federal Tax Service, at the MFC or a bank.

If there are several founders, each of them owes the Tax Code of the Russian Federation, article 333.18. The procedure and terms for payment of the state duty pay your share on a separate receipt. Two founders will give 2,000 rubles each, three - 1,334 rubles each.

You can not pay the state duty to the FTS of Russia if you register an LLC on the FTS website and use an electronic signature. Or if you submit documents through a notary or the MFC.

6. Apply for registration with the tax

This can be done in person - at the tax office or the MFC, online - on the FTS website or sent by mail to the address of the tax office.

To register an LLC, the following documents will be required. Article 12. Documents submitted during state registration of a legal entity to be created:

• Application for registration of a legal entity (Р11001). The name of the company, the legal address and the size of the authorized capital (the minimum amount is 10 thousand rubles), passport data and TIN of all founders, OKVED codes are indicated here. The application can be filled out on the FTS website and printed. Before taking it to the tax office, carefully check it for inaccuracies and typos.
• The decision to create a legal entity. Here is a rough form of the protocol.
• Legal entity charter. In it, the participants agree on the rights Article 8. Rights of the participants in the society, obligations Article 9. Obligations of the participants in the society and other conditions of doing business. The name, organizational and legal form and location of the legal entity, the procedure for managing the activity and other information are also indicated. Article 12. Charter of the company. The charter is made up in two copies. Here are typical forms of statutes for an LLC.
• Receipt for payment of state duty.
• Application for the transition to the simplified taxation system (STS), if necessary.

To submit documents in person, take them to the tax office or the MFC. Additionally, you will need documents confirming the legal address: a copy of the certificate of ownership of the premises (if you are the owner), and a letter of guarantee or a lease agreement (if you do not have your own premises).

All founders need to come and sign a statement in the presence of an inspector.

If one of the founders cannot appear on the appointed day, it is necessary for all to complete an application with a notary. Bring a signed and notarized document to the tax office.

To apply for LLC registration online, prepare the charter, decision and letter of guarantee in advance - print, sign and scan them. Here are all the requirements that the tax authorities have for electronic documents.

Next, you need to register or log in to the system, fill out an application, attach the necessary documents, send an application and pay the state fee (if you do not have an electronic signature).

Documents are sent by mail Article 9. Procedure for submitting documents for state registration by letter with declared value and a list of attachments. In this case, you need to sign an application for registration of an LLC in the presence of a notary and certify copies of the attached documents.

7. Get documents on registration of LLC

The tax office will accept the documents and register the company within three days. You will receive your package:

• Certificate of registration with the tax authority. It indicates the individual taxpayer number and the code of the reason for registration - TIN and KPP.
• Record sheet for the Unified State Register of Legal Entities. All data about the company will be reflected in it.
• Articles of Association with a mark of registration by the tax authority.

If the registration of the company is denied, you will receive a special paper with a reason. In this case, you need to correct the inaccuracies and submit the documents again. The state fee will have to be paid again.

8. Open a current account and deposit the authorized capital

You need to open a current account immediately after registration of the LLC.

Select a bank and specify what documents you need. Usually they require a charter, a certificate of registration with the tax office, an extract from the Unified State Register of Legal Entities and passport data of all founders.

The company has the right to open an account with a foreign bank. In this case, you need to notify the tax office within one month - fill out and send a special notification to the Federal Tax Service.

The authorized capital must be deposited within four months from the date of registration of the company.

This can be done through the cashier of the organization or credited to the current account. As noted above, the minimum amount is Article 14. The authorized capital of the company. Shares in the authorized capital of the company are 10,000 rubles.

Over time, the authorized capital can be increased Article 17. Increase of the authorized capital of the company at the expense of property or contributions, or decrease Article 20. Decrease in the authorized capital of the company, but only up to 10,000 rubles.

9. Register the cashier and make a seal, if necessary

If you accept cash from clients or partners, you will need a cashier. It must be bought or rented and registered with the Federal Tax Service.

The company can have a seal or not - as the founders agree in the charter. But sealed documents inspire more confidence among customers and partners.