How to open an LLC yourself? It is easier than you think. In this article we will describe in detail what exactly you will need to do for this. First of all, note that registration will take you about two weeks time and about five thousand rubles of money. Although the answer to the question “How much does it cost to open an LLC?” For each region will sound differently.
LLC as a legal entity registration form
The main feature of a limited liability company as a form of legal entity is that its founders bear financial responsibility and share business risks exclusively within the limits of their share declared in the authorized capital of the Company. Its size must be at least one hundred minimum wages, and the share of each member of the LLC in the authorized capital depends on the size of the sum of money or property contributed by it to the authorized capital.
Where is LLC registered?
LLC registers the Federal Tax Service. To open an LLC in Moscow you will have to contact Inspection No. 46, it is it that is involved in the registration, liquidation of the LLC, amending the public organization, as well as providing information on the LLC contained in the register.
Now, how to open an LLC, step by step instructions.
Stage number 1. Definition of activities
The types of activity of an LLC are determined through the indication in its charter documents and documents submitted for its registration of OKVED activity codes, which stands for the All-Russian Classifier of Economic Activities.
In full, it can be found and downloaded on the Internet. For convenience of use, OKVED is broken down by fields of activity, and there will be no difficulty for you to select the code of the type of activity that your future LLC should be engaged in.
In principle, experts advise not to be limited to just one activity code, but to introduce as many areas of activity as possible, which your Society may deal with in the future. It is recommended that you enter up to 20 codes. And it doesn’t matter if your Society never takes up the majority of activities. Such prudence is not punishable by law.
This is done solely from the savings of own funds, since the introduction of additional codes in the future leads to a re-registration of the Charter of the Company, and a state duty of 1.2 thousand rubles is charged for this.
Please note that the first list of codes should be the code of the main type of activity of your Company, since the type of benefit will determine the possibility of obtaining benefits from the PF and the amount of the FSS insurance rate for accidents.
Stage number 2. Legal address
The legal address of the LLC, according to the letter of the law, is the location of the General Director or a person acting without a power of attorney from the LLC, or its current executive body.
As the legal address of the LLC, you can specify the address of the permanent registration of the General Director or one of the founders of the LLC, or the address of the leased premises.
It should be understood that correspondence from statistics, various funds, the tax inspectorate and other government agencies will be received at the legal address of the LLC.
When registering the legal address of the LLC, it is necessary to attach a letter of guarantee written by the owners of the premises, as well as a copy of the Certificate of title to the premises indicated as the legal address.
It is very important, when specifying the legal address of the rental premises, make sure that the premises are not “mass”, that is, other legal entities are not registered at this address, since this will be a reason for the tax inspection to refuse to register the LLC.
Stage number 3. Choosing the name of LLC
The choice of the name depends solely on your imagination or the direction of your Society. When choosing a name, you cannot use the names of well-known brands or trademarks, since such names are protected as intellectual property.Also, you can not use in the name of LLC “Moscow”, “Russian Federation”, “Russia”, etc.
The registration application may contain no more than 6 names:
- full and abbreviated name in Russian;
- full and abbreviated name in the language of the peoples of Russia;
- full and abbreviated name in a foreign language.
In the application for registration of the LLC, the full name of the Company in Russian must be indicated, the remaining names can be indicated solely at your request or as necessary.
Stage number 4. Formation of the authorized capital
The size of the authorized capital must be at least 100 minimum wages. The authorized capital is formed not only by money, but also by property - securities and things. At formation of authorized capital several participants in the Charter of the LLC must indicate the distribution of shares in the authorized capital of each participant in the LLC.
Prior to the registration of the LLC, you will have to open a temporary savings account in the bank and deposit at least half of the declared authorized capital on it, and then receive a certificate from the bank confirming the fact that the funds were deposited into the account.
After the registration of the LLC, you will have to open a bank account with the bank and deposit the remaining part of the authorized capital with the target mark “to pay off the debt for the payment of the Authorized Capital”. The founders of LLC must make this payment within a year, starting from the moment of registration of the LLC
If the Authorized Capital is formed by securities or other property, then in the Decision or Protocol on the creation of the LLC, it is necessary to indicate the size of the Authorized Capital and the fact of its formation by the property of the founders of the LLC with its detailed transfer and indication of the monetary value of the property. Further, it is necessary to sign the act of transfer and acceptance of property by the appointed General Director of the LLC and its founders.
If the value of the property contributed to the authorized capital exceeds 20 thousand rubles, then an independent appraiser must be involved to evaluate it.
Now, what documents do you need to open an LLC?
Stage number 5. Protocol or Decision on the establishment of LLC
The decision to establish your LLC will be its first official document at number 1, if you are the sole founder of your future Society. In the decision, you must specify information about yourself, your passport data, the amount and method of formation of the authorized capital in any form, as well as the decision must contain information about the Director General, if you decide to appoint one.
The protocol on the creation of the LLC is drawn up if there are several founders of the LLC. In addition to the information contained in the Decision on the Establishment of an LLC, you will also need to indicate the shares of participants in the authorized capital. The protocol is signed by all the founders of the LLC.
Stage number 6. Drawing up the Charter of the Company.
There is also no strictly established form. You can find a sample of the Charter on the Internet and easily redo it by adding or removing the necessary proposals to the requirements of your company.
Stage number 7. LLC Establishment Agreement
If there are two or more participants in the LLC, then they will need to sign the Agreement on Establishment in one copy and in simple written form, from which it would follow that the participants undertake to fulfill the registration procedure of the LLC.
Stage number 8. Registration Application
You will need to take the standard form 11001 for registration of an LLC with the tax service, fill out it, and notarize it.
Stage number 9. State duty payment
For the registration of an LLC, a state duty is paid, the amount and method of payment of which should be specified in the tax office registering your LLC
Stage number 10. Submission of documents for registration of LLC
All documents that you submit for LLC registration and which contain more than one sheet must be stitched, numbered,on the back of the last page a piece of paper should be pasted with the confirmation inscription “So many pages have been stitched and numbered” and with your name and signature.
To register an LLC, you must submit an application, a decision, if there is only one founder, or an Agreement, if there are several participants, the Articles of Association of the LLC, a letter of guarantee of the owner and a copy of the Certificate of ownership of the premises, which indicates the legal address of the LLC, receipt of payment of state duty, application for transfer to “simplified”, if you have one.
Stage number 11. Documents receiving
LLC registration takes place in five business days. It can happen earlier, but not later. After registration you will receive:
- certificate of state registration;
- registered charter;
- certificate of tax registration;
- extract from the register;
- Rosstat notification of the assignment of statistical codes.
As you can see for yourself, the question “How to open an LLC yourself?” Has only one answer: “It’s very simple, it will not be any special difficulty for you.”
