How to open an LLC yourself in 2019 - step by step instructions

Hello dear readers of the Rich Pro website! Today, our article will discuss the registration of LLCs and the nuances of its opening, namely, how to open an LLC yourself according to our step-by-step instructions. If you follow all the tips, recommendations and nuances of opening, the process of creating your own Limited Liability Company will not take much time and effort.

Having decided to create his own organization, a businessman faces the question of choosing a form of ownership. The most popular are IP registration and creation of LLC. Each form of ownership has positive and negative features.

From this article you will learn:

LLC - what is it: transcript and definition;
How to open an LLC yourself - step-by-step instructions for registration;
List of required documents and action;

If you want to know the answers to these and not only questions, then read our article further. So let's go!

Documents for registration of LLC - step-by-step instructions + tips and tricks

1. What is LLC - decryption + definition

Ltd (Limited liability company) - this is form of ownership, which implies the creation of an enterprise, whose founders may be 1 or more persons. LLC has a legal status.

The main features characterizing the Company are:

The authorized capital, which the company must possess;
The number of founders. The company can be created by 1 or more persons;
Distribution of responsibility. Members of the Company shall be responsible for organization matters only with the funds included in the authorized capital.

The form of ownership has one significant difference from the others. The level of risk and profit of the founder of the company depends of the amount of funds that were contributed to pay the authorized capital.

When in the process of work the organization has arrears to creditors and needs to be repaid urgently, but the company has no funds, you can borrow it from the authorized capital. If the amount to repay the debt is not enough, from the owners of the company debt will not be charged. They do not risk anything.

Society can be organized 1m a person with the status of an individual. The creator of the enterprise will be its sole founder. The Company has set an upper threshold for the number of persons included in its composition.

As creators of the organization cannot speak more than 50 members. If the limit established by law on the number of participants is exceeded, the Company will automatically be transformed into OJSC or PC.

The Charter of the Company serves as the main document regulating the activities of the organization. All creators should take part in its preparation.

Each member has the right to leave the organization without explanation. The opinions and views of other LLC participants will not be taken into account.
After the member declares his withdrawal, the LLC is obliged to pay the leaving party the cost of the component of the enterprise that he owned.

If the organization does not have funds available for payment, it can issue the required amount with property. The procedure must be carried out for 3 months since the participant’s release.

The authorized capital of a company may include Not only money. Members of the Company as investments I can use:

Cash capital;
Papers of value;
Rights assessed in cash.

When the Charter does not contain information to the contrary, the company will be organized without a period of functioning.

2. The procedure for registering an LLC in 2019 - the necessary documents and actions for aspiring entrepreneurs

When a decision on the official registration of the company is made, the entrepreneur will need to transfer it to the registrar list of documents. They should be drawn up as required by law. Strictly adhere to the established form.

Then, the novice entrepreneur will have to complete and choose a number of legally significant actions.

1. Name of the company

Here a businessman can show imagination. By the way, the name of the company can be tied to the type of business. (We recommend reading an interesting article about business ideas from scratch). A number of requirements are presented to the name of the Company and they should be adhered to.

Otherwise, officially register the company as an LLC will fail.

You can only give a name in Russian. Only the symbols of the Russian alphabet are allowed. If the owner needs it, then the name can include numbers.

The same name for 2 organizations should not be. If the company name coincides with the existing LLC, the registrar will refuse to carry out the creation procedure. For this reason, the entrepreneur should go to the tax authority and find out in advance whether there is another organization that already applies this name in practice.

2. Legal address

Messages for the organization from government bodies will come to the address entered in the documentation. The tax inspectorate will come there to carry out scheduled inspections.

The law allows using the place of residence of one of the owners as the official address of the LLC, which subsequently should take the place of the director.

But it is better to indicate the actual address of the office in which the management of the registered company will constantly be located.

When it is planned to draw up a lease for the office where the management will be located, then to create a legal address it is required to transfer a letter of guarantee to the body conducting the registration procedure of the Company. Ownership of the registered address must be documented.

3. Activities

Creating an LLC, the entrepreneur will have to choose the types of activities. They can be selected no more 20 for one company. The selection is made according to the classifier OKVED. It should be studied in detail.

The first code must match core business. When choosing taxation, the types of activities that the company carries out are taken into account. All modern organizations are multifunctional.

Therefore, you usually need to select several OKVED codes.

4. Share capital

The registration authority will not carry out the operation to create the Company if there is no authorized capital. Its size should be at 10 thousand rubles. To carry out the payment procedure, the name of the LLC will need to register a bank account.

After the start of operation of the enterprise, it will be reissued into the current account of the Company. When an organization is created by several founders, it is required to indicate the value of a part of the capital of each of the members of the Company. Based on the amount of funds contributed to pay the charter capital, the owners will be paid the amount of income that the company will bring in the future.

After depositing the statutory amount into the savings account, the founders of the LLC can dispose of the funds at their own request. However, if the authorized capital has been spent, it must be replenished by the time the month ends.

3. Documents for opening an LLC - a list of documents for registration

Having dealt with organizational issues, the entrepreneur should deal with the procedure for collecting documentation. Registration of legal entities requires time and financial costs.

Paperwork for the registration of LLC should be guided by the requirements of the tax. If an error is found in the verification process, the businessman will be denied the creation of a company. The collected state duty is not refundable.

To create a company, you will need:

Statement;
Documented decision to create an organization;
A check confirming the payment of state duty;
If the planned type of activity meets the requirements of the simplified tax system, a statement of desire to make contributions to the state under the simplified tax system will be required;
Letter of guarantee;
Confirmation of payment of the authorized capital or, if the capital is paid in property form, a certificate of its sufficient level;
Selected OKVED codes.

The listed documents for opening an LLC can be prepared either independently or by contacting companies that are involved in paperwork for individual entrepreneurs and legal entities for help.

4. The list of basic constituent documents of LLC

To start the operation of the LLC, the existence of constituent documents will be required.

The list includes:

Charter of LLC;
Certificate TIN;
Certificate of OGRN;
OKVED codes that are suitable for the functions of the organization;
Extract from the register of organizations having the status of legal entities. At the time of its compilation, one should rely on the 2016 model;
Information about the owners;
The minutes of the meeting of the founders.

The list of constituent documents may need to be supplemented depending on the current situation. If there are legal entities among the founders of the LLC, you will need to include in the list of documents photocopies their constituent documents.

The development of the charter of the company involved in all the founders of the organization. In case of difficulties in compiling, they have the right to contact organizations that provide assistance in completing the registration procedure. The charter of an already functioning Company may be taken as the basis of the document.

You can download the sample charter with one founder from the link below:

The charter of LLC with one founder in 2019 (docx, 185 Kb)

You can download the sample charter with several founders from the link below:

Charter of LLC with several founders (docx, 140 Kb)

The document should contain information about:

Names of LLC;
The order of exit of the founders;
Location of LLC and data for communication;
Information on the amount of funds in the authorized capital;
Structure information;
The procedure for making and implementing management decisions;
The order of exit of members of the organization;
The procedure for storing and providing information and documents about the founders of LLC;
Information about the rights and obligations of owners and members of the organization;
Information on the distribution of responsibilities between units of the LLC;
The procedure for storing and providing information and documents about the participants of the LLC.

The Charter may prescribe actions in the event of nuances that directly relate to the size of the reserve funds. They regulate the sequence of decisions that are associated with the conclusion of transactions for large sums of money. The Charter should stipulate questions on the procedure for amending the Charter of the Company.

The next most important constituent documents of LLC minutes of meetings of the founders of the organization are considered. They must be framed correctly. Their formation directly depends on the participants of the LLC. The protocol will need to be submitted to the local government agency that will be involved in the process of creating the Company. It captures all the important decisions that are made by the management of the LLC.

The protocol should be drawn up by the secretary, fixing the decisions that were made during the meeting. To simplify its task, it is recommended to create a letterhead of the organization.

The very first protocol approves the adoption of the LLC Charter.

The document must be completed in the form:

The name of the Company is indicated at the top of the form;
Then, the details of the LLC and contact details should be prescribed;
The document must indicate the full list of founders with their passport details and contact information;
There must be information on the amount of funds in the authorized capital;
Information on the appointment of persons to the position of chairman of the meeting and to the position of secretary is required.

When drafting the document, the issues submitted for discussion should be described in detail, as well as information on the final decision should be present.

Step-by-step instructions on how to open an LLC yourself - 10 steps to register an LLC

5. How to open an LLC yourself in 2019 - step-by-step instructions for registration

Thinking about the problem of how to register an LLC on your own, to achieve the goal, an entrepreneur must perform a certain sequence of actions according to step-by-step instructions.

Step 1. To study the legislation on the basis of which, the company should carry out its activities

Having decided to officially register the company, the future owner should turn to the law. It will help to get an idea about the preparation of documents and the nuances of the LLC.

A detailed study of the laws will allow the entrepreneur to find answers to his main questions of interest.

Step 2. Choose activities

First of all, the entrepreneur must decide what he plans to do. Having chosen the type of activity, it is necessary to select the appropriate OKVED code. The classifier can be studied by downloading it on the Internet. Entrepreneur can choose up to 20 matching codes. They should be indicated when filling out. form number P 11001.

The first should be the code corresponding to the main activity that the company plans to carry out.

Step 3. Choose the name of LLC

Choosing the right name for the company should be dealt with even before its registration. Here, the entrepreneur is free to choose any name he likes for the company. However, only letters of the Russian alphabet can be used in the name.

The name of the company should not repeat the names of other companies. To clarify this issue, the entrepreneur will need to visit the tax office.

Complex names should not be chosen. They are difficult to pronounce and poorly remembered. The name of the company should be chosen simple and sonorous. It is better to turn to an understanding person. Expert competently select a name that can serve as an excellent advertisement for the enterprise.

The name should not be associated with the type of activity carried out. In the process of the functioning of the company, circumstances may arise so that the occupation that is not profitable has to be changed.

A title reflecting previous activities in a new field may look funny, and for renewal will require amendments to a range of documents.

Marketers found outwhat is best remembered is a name consisting of 1 noun and 1 adjective.

Step 4. Determine the number of founders

If the organization creates 1 owner, then during the registration operation he will have significantly less difficulties.

If an entrepreneur has the status of an individual, then upon registration, he is automatically appointed to the position of director of the company and acts as its chief accountant. All profits from the activities of the enterprise will belong only to him.

In practice, in most cases it turns out that the Company decide to create 2 or more the founder. The reason is the need for official sharing of the organization’s income between its members.

To create an enterprise, they will need to draw up a Charter of the Company with several founders. It should be included in the list of documents that are planned to be submitted to the registration authority.

Without the Charter, the creation procedure will not succeed. If there are no errors in the documents, the registrar will carry out the procedure for the official creation of the Company.

Step 5. Form the authorized capital of the enterprise

Registered capital - this is the amount of cash and property that the company must have in order to provide guarantees to creditors. Without it, state registration will not be carried out.

The amount of capital should be included in the information contained in the constituent documents. It is documented that the amount of capital should be equal 10 thousand rubles. This value is minimal. In practice, usually the capital of society is much larger. This is permitted by law.

When it is planned to carry out activities that fall into the list of types of functioning that require a larger share capital, the amount for registration of an enterprise may significantly exceed the minimum threshold.

To perform the procedure for payment of the authorized capital, methods are provided:

Transfer of capital to the account;
Contribution to the payment of the authorized capital of property;
Deposit of securities;
Payment of authorized capital by rights;

Before applying to the tax office for the official creation of the Company, the founders must make a minimum 50 % from the authorized capital fixed in the current legislation. The remaining part of the founders of the company must be paid by the due date of payment, which is 1 year.

The countdown begins from the time of receipt of documents confirming the official creation of the organization.

Contributions to the authorized capital are recommended to be made in cash. The minimum amount should only be paid in cash.

If the entrepreneur plans to use the recommended payment method, he needs to go to the bank and transfer the required amount to the company account. In the future, the savings account will be converted into a settlement account.

The required amount must be paid in Russian rubles. When the transaction is completed, the bank will issue a check to the entrepreneur confirming payment. It should be attached to the list of documents as confirmation of the payment transaction.

If the check is missing, the registrar will not accept documents for the implementation of the creation procedure. If only half of the amount is paid during the authorized capital payment procedure, the remaining part should be deposited to the company’s account no later than 1 year since its inception.

The reference date is the time of issuing documents that are issued during the process of creating the Company and confirm its official registration.

The owners of the company have the right to invest in the payment of the authorized capital of the property, the owners of which are.

For the operation can be used:

Equipment;
Property that can be sold;
Assets.

At the moment, the authorized capital is paid exclusively in money.

Step 6. Choose a legal address

The law stipulates that as the address of registration of the company should draw up a permanent place of residence of the executive body of the enterprise. For society, its role is played by the person holding the position of general director of the company.

Company registration address must be present. Its presence is required so that, if necessary, the executive body can be quickly found. For example, if urgently needed transfer to or receive important documents.

If there is no address, the procedure for creating the company will not be carried out. The owner of the company must take care of its availability before registration. As the address, you can draw up the place of residence of the director of the LLC or office.

If you plan to rent a room, registration requires that a letter of guarantee be included in the package of documents. In addition, you will need to document his ownership.

If you cannot find a property for registering an address, you can purchase it. Providing addresses on a paid basis is carried out by companies that own suitable premises for registration. Finding companies that provide such services is easy. All of them have pages on the Internet. Therefore, it is enough to type in the search engine the query "Legal address to buy." The request should indicate the name of the city in which the organization will operate.

The cost of services is based on the region in which the address is registered. So for Moscow and other big cities for such services will have to pay 1500 - 2000 rubles. The fee is charged monthly.

Legal address is acquired for a specified period. Usually its duration is 6 to 12 months. The longer the rental period for the address, the less you will have to pay for 1 month. Buying in bulk is always cheaper.

Practice shows that societies very rarely carry out activities in the premises that were registered as a legal address. In the documents there are columns "legal" and "actual" location. For this reason, to indicate as the address of registration of the company suitable premises that belong to the entrepreneur.

If it is not available, then you can ask friends who own the right property. Surely they will make a substantial discount.

Step 7. Draw up documents and send them for registration

Having dealt with organizational issues, the entrepreneur should:

Submit an application that is filled out according to the model No. P 11001. The prepared document should contain information about the full list of founders and about the planned activity. (Download form - P 11001)
Fill in the permission of the founders of the Company to complete the operation. It is required to transmit the original document to the state body.
Provide pre-prepared Articles of Association of the Company. It will take 2 copies of the document.
The check must be included in the list of documents, which is a confirmation of the payment of state duty for the procedure for creating the Company. A businessman must pay money equal to 4 thousand rubles.
If the simplified tax system can be used for the functioning of the enterprise, you must attach a completed statement of desire to make contributions to the state under the simplified tax system.
A letter of guarantee must be included in the list of documents for creation. In addition, documents proving that the legal address of the premises are owned by the lessor will be required.
If the creator of the organization deposited a sum of money to pay the charter capital, it is necessary to attach a check confirming the operation. If the entrepreneur chose to deposit the property, an expert opinion is required.

The collected documents must be submitted to the authority involved in the registration procedure.

If you have difficulty collecting documents, you can contact the organization that provides services to assist in the registration of ownership. For a certain amount, they will help to resolve issues.

When making payment for the operation to create an organization, the company will take control of the documentation process and help complete it as quickly as possible. When using the services of the company, there is a greater chance of going through the registration procedure. Otherwise, there is a risk of making a mistake and losing the amount paid as a state duty.

Step 8. Get documents

The registration authority thoroughly checks the collected documents. If an error is found, the state registrar will require correcting the oversight.

In the case of the correct execution of the entire list of documents, he will accept them by issuing an appropriate receipt to the entrepreneur.Within 5 days, the Company will be officially registered.

By contacting the tax office, the entrepreneur will be able to get back all the documents that he transmitted during registration, and certificateconfirming the opening of the company. It will be needed in the manufacture of printing.

The received documents must be carefully examined and checked for errors and inconsistencies. The human factor can play a role.

Therefore, you should carefully review all the points of the received document. If no errors were found, the Company passed the official registration procedure.

However, before the start of official activity, a few more issues have to be resolved.

Step 9. Order a print

After receiving the documents, the business owner must order a seal. This item is compulsory to start the functioning of the Company.

Printing can be ordered at a company whose main activity is the sale of such products. The entrepreneur should take the constituent documents of the organization. Otherwise, the company may refuse to manufacture attributes of doing business.

To print, you may need:

Certificate TIN;
BIN.

Representatives of the selected company will offer the entrepreneur to choose the necessary design from the existing product catalog. Appearance of the print does not play a special role. For this reason, an entrepreneur can choose any option he or she likes. Printing will not work right away. Will have to wait. Ink should be purchased with the product.

Printing is necessary when executing transactions, concluding contracts and in all other cases when an entrepreneur certifies documents on behalf of the Company.

Step 10. Open a current account for LLC

The company cannot carry out activities without a current account. It must be opened immediately after the creation procedure in the body that performed the registration.

The choice of bank must be carried out in all seriousness. An agreement is to be concluded with him. For this, the entrepreneur will need to collect a list of documents. How to open a checking account for LLC, we wrote in the previous material.

For an enterprise to have a current account, a businessman will need:

Consultant help
Package of documents;
Capital to pay.

Payment account - this is account of a legal organization whose main functions are:

Storage of cash;
Implementation of cashless payments with partners.

The account greatly simplifies the implementation of many procedures related to finance. Its presence is mandatory. Without an account, the company will not be registered.

At the time of opening, a unique number is assigned to the account. It consists of a specific set of characters, which will be indicated in many documents of the organization.

The presence of an account with the Company allows him:

Significantly simplify the settlement process;
Safe to store and ensure the movement of funds;
The law states that the current account is included in the list of “demand deposits”.

When the reporting period is over, a certain percentage will be accrued on the balance of capital, which continued to be stored in the bank.

To create a checking account, an entrepreneur will need to collect documents. The list of documentation required for billing includes:

Application for creating a current account. It must be pre-filled. The form issues the selected bank;
Sample signature of the director of the LLC;
A photocopy of the memorandum of association;
A photocopy of the Charter of the Company;
A photocopy of extract from the register;
Signature sample of the chief accountant of the Company;
Photocopy of registration certificate;
Documented information on the appointment of the director;
Documented information on the appointment of an accountant of the Company;
Print Imprint.

All photocopies of documents must be certified by a notary. The bank will carry out all payment transactions only if the business attributes specified during registration are present.

After the procedure for providing a full package of documents, between the bank and the Company, the procedure for concluding a contract for servicing the account.

It prescribes:

Assigned account number;
Date of signing the contract;
The date the document takes effect;
The list of banking services provided and the conditions for their use;
The cost of providing banking services.

The bank should be chosen responsibly.

A businessman should be guided by the following criteria:

Location of the main office of the selected bank and its remoteness from the LLC;
The cost of the services provided and the availability of commissions;
Bank reputation and rating.

The entrepreneur should compare several institutions according to the selected criteria and give preference to the bank with suitable conditions. For example, are there add. acquiring services, insurance and payment security, and so on.

Types of LLC taxation - taxes

6. Taxation of LLC (OSNO, USN, UTII, ESHN) - types and amounts of taxes

During the process of official creation of the Company or within the established time after it, the entrepreneur must make a choice of the taxation system by which money will be deducted in favor of the state. If a businessman does not make the choice of a suitable system, the new organization will automatically fall under BASIC.

1. BASIC

A company that makes payments under the DOSF must pay general taxes and provide reports on them.

OSNO consists of:

Property tax. The object of taxation is the property of the organization. The exceptions are movable operating systems, which were taken into balance after 2012. The amount of tax is established by the subject of the Russian Federation. The number of payments to the state cannot be higher than 2,2 %.
Income tax. Payments are made from net profit. The amount of contributions to the state is at the level of 20%. 2% from the tax will be directed to the federal budget, and 18 % transferred in favor of the subject.
VAT. The tax is subject to profit. The bid amount is at 18 %. The legislation provides that the rate may be reduced to 10% or even absent. The VAT level is deducted from the tax amount, which is included in calculations with partners.

It is more profitable for large organizations working with VAT to interact with suppliers who also pay this type of tax. A large customer will choose an organization that makes contributions to the state budget under the OSNO.

However, for a small business, the tax system unprofitable and complicated. Its main negative features are:

Presence of strict VAT reporting rules;
Sophisticated tax calculation system;
The tax burden is higher than with other types of taxation.

When close cooperation with large companies is not planned, from BASIC better to refuse.

2. USN

When the occupation makes it possible to do this, the entrepreneur can choose the STS.

STS - A tax regime designed specifically for small business owners. Specialists aimed to significantly reduce the tax burden and facilitate reporting. This was done by the state to encourage citizens to engage in small business. Because of this, the simplified tax system has a whole range of positive aspects. These include:

The presence of 1 tax, instead of 3 - x;
The need to transfer payments to the state 1 time per quarter;
The need for reporting only 1 time per year.

Taxation is carried out at 2 rates. These include:

6% rate. The object of taxation is the profit received by the enterprise. The rate is fixed;
5-15% rate. Its level may vary, based on the location of the enterprise, the functions performed and the spectrum of other reasons. The object of taxation is income. In this case, the amount of expenses should be deducted from them.

Based on the range of services provided or the functions of the organization, the entrepreneur can choose the appropriate tax rate. In both cases, the level of payments can be reduced by an amount equal to the size of deductions FIU and FSS.

Having studied the data of the calculations, the experts were able to identify that:

If the organization’s expenses are at a level that will amount to smaller 60 % from the size of its profit, it’s more profitable to choose a fixed rate equal to 6 %;
If the cost level is more than 60% from the size of the organization’s profit, you should choose the second option of taxation.

The company cannot be taxed immediately 2 - using the types of rates or changing the option of the selected tax if the reporting year has not yet been completed. However, it is possible to change the selected tax system after its completion.

For the operation, a notification must be sent to the tax authority. The procedure must be completed before December 31. Moreover, the level of profit of the enterprise for 9 months of operation should not exceed the bar in 45 million rubles.

Choosing a suitable tax rate, the entrepreneur must submit a notification of his decision. A document is required in quantity 2 copies. Submission of a notice should be carried out at the time of registration procedures.

When this is not possible, the decision to switch to the simplified tax system should be transferred no later than 30 days after the official establishment of the company. Otherwise, it will be possible to switch to the tax system only for the next year.

The use of the simplified tax system is subject to restrictions. Not all organizations fall under it.

Tax on the simplified tax system cannot be carried out if:

The organization carries out activities that do not provide for contributions to the state under the simplified tax system. The list includes organizations that perform the functions of banks, notaries.
The company has a large share of other organizations. In order for a company to qualify for deductions under the simplified tax system, the share of other enterprises in it should be no more than 25%.
The company has too many employees. The organization can make contributions to the budget according to the simplified tax system, if the number of personnel does not exceed 100 people.
If the balance of the company includes residual funds, the value of which is 100 million rubles. Work on the simplified tax system can be carried out only with a smaller amount.

If the company's annual income exceeds the amount of 60 million rublesmultiplied by the deflator coefficient, the company loses the right to make contributions to the budget under the simplified tax system.

3. UTII

LLC can make payments in favor of the state and UTII. Entrepreneur will need to pay 1 tax instead 3. Its size does not depend on the amount of profit, but is calculated on the basis of other indicators:

Type of activity;
The size of the area where goods are sold;
The numbers of employees.

UTII taxed only certain activities. The list includes:

Retail sales;
Functioning in the field of catering;
Performing domestic operations.

Records should be kept for each occupation separately.

The calculation of the size of UTII is carried out on the basis of the formula:

UTII = DB x FP x K1 x K2 x 15%.

DB - the basic profitability by the type of activity carried out,

AF - the actual indicator,

K1 - coefficient 1,

K2 - coefficient 2.

Db and K1-2 are at the same level for all organizations. The actual indicator is the indicator by which tax is calculated. This may be the type of activity, the number of employees, the area where products are sold, and so on.

Tax reporting is provided by organizations that make payments to the state through the UTII system, quarterly. Payments should also be made once per quarter.

Not every company can make contributions to the state on UTII. There are a number of limitations. UTII is not suitable for the company if:

The taxation system does not cover the type of activity carried out;
The company employs more than 100 people;
The share of other enterprises is more than 25%.

You can make a change in the method of deductions from OSNO to UTII throughout the current year, and from the STS only when the next one begins.

4. CES

Another type of taxation by which an LLC can make payments in favor of the state is the Unified Social Tax Tax. According to the calculation of the unified industrial tax similar to the simplified tax system. The organization can choose the system, 70% of the income of which was obtained through the sale of agricultural products. Advantages of CES include:

Reduced tax burden;
Simplicity in tax calculation;
Easy reporting.

However, there is also a number of disadvantages.

It is impossible to choose a taxation system if:

The activity does not fall under it;
The scale of production exceeds the permissible level.

What is better to choose IP or LLC

7. What is better to open IP or LLC - pros and cons

Having decided to choose a taxation system, an entrepreneur often finds it difficult to make a final choice. AND IP, and Society possess a number the benefits and disadvantages. Thinking about choosing a form of ownership, an entrepreneur should know about them.

The procedure for creating an IP involves creating a business in which an entrepreneur with the status of an individual must undergo a registration operation. Officially, obtaining IP status and starting to carry out activities is much easier than creating an LLC. About how to register, what documents are needed, we already wrote in the article - Registration of IP - step-by-step instruction. However, the form of ownership has a number of negative features.

Pros of IP

The positive aspects of the process of creating an IP include:

Simple registration procedure. Having decided to obtain IP status, an entrepreneur will be able to collect the entire list of required documents independently. A lawyer is not required.
Low cost. For going through the process of creating an IP, the future entrepreneur will have to pay only 800 rubles.
The minimum list of documents. Obtaining the status of a private entrepreneur, a businessman must provide: an application for state registration, completed in accordance with form P 21001; photocopy of the INN; photocopy of passport; a check confirming the payment of state duty; if a businessman plans to make payments to the state budget under the simplified tax system, upon registration he will need to fill out a statement of desire to make payments to the state through this system;
Reporting is much easier. A businessman registered as an individual entrepreneur should not keep accounting reports. It does not require an accountant in the organization and the implementation of the acquisition of specialized expensive programs.
Profit can be used without logging. The decision on its application is made by the businessman independently.
Attributes for doing business, such as printing, checking account, etc., are desirable, but not necessary.
The form of ownership does not require the presence of authorized capital and charter.
Individual entrepreneurs are not subject to UST. The state does not oblige them to pay 9% of the income received. The innovation can significantly reduce the cost of money.
If it is necessary to liquidate a business, the procedure is much simpler than a similar enterprise with organizations that have legal status.
There are fewer problems with employees. In carrying out liquidation, an enterprise registered in the form of an LLC must pay compensation to employees. IP is exempted from payments in case of termination of operation. But when the opposite is specified in the contract between the employee and the entrepreneur, then it will still be necessary to make payments upon liquidation.
There are no geographical restrictions. IP has the right to operate without the need to register branches.

Cons IP

However, the form of ownership has a number of disadvantages. These include:

An individual entrepreneur is responsible for all property related to his own business. If the form of ownership is liquidated, financial issues from the individual will not be removed. For business debts, you still have to bear responsibility.
Business is conducted alone. Investors for a company whose owner is an IP do not have the right to become co-founders of a business. The property of a business includes only the property of its owner.
A business cannot be sold or another person appointed as the owner. If the company does not make a profit, then the law provides only for the liquidation procedure.
Payments are to be deducted to the pension fund, the amount of which does not change over time. Payments are made regardless of the size of the income. Even in the case of minus profit, the individual entrepreneur will be obliged to send the established amount to the pension fund. When a businessman makes a profit above the level of 300 thousand rubles, he should direct 1% of the income to pay deductions in favor of the state. Amount is charged in excess of the established amount.
There is a restriction on the types of activities that IP has the right to carry out. Without registration procedure persons will not succeed: to produce products that contain alcohol; provide insurance services; repair pyrotechnics; engage in the sale of military equipment.
Some types of activities are subject to mandatory licensing. The list includes: activities for the implementation of passenger transport and transportation of goods; activities for the sale and manufacture of pharmaceutical products; organization of the functioning of a search agency.
You can go through the process of obtaining a license only after receiving documents confirming the official creation of a form of ownership.
The implementation of certain types of activities requires the permission of the authorities in whose jurisdiction these issues are located.
Possible problems in the implementation of cooperation with other organizations. Many large companies have a restriction on cooperation with individual entrepreneurs. Large firms prefer not to interact with IP.

The form of ownership has many advantages, but it is not able to bring the business to a high level. If a businessman plans to create a large-scale business, then it is better for him to immediately think about creating a Company.

The company is drawn up by 1 or more creators. It is endowed with the status of a legal entity. The company has its own property and can dispose of it.

Pluses LLC

The positive aspects of LLC registration include:

The organization is responsible for debts to creditors only authorized capital. The property of the founders is not the property of the company. If the liquidation of the LLC occurs, then the liability is removed from the businessman.
The possibility of expanding the enterprise. Attracting new members to the Company increases the amount of capital and allows the organization to increase its sphere of influence.
Founders can control the operation of the enterprise, based on the size of existing shares (in OAO). The more of them, the more significant is the opinion of the founder (beneficiary).
There is no upper threshold for capital. This allows the organization to expand rapidly and expand its sphere of influence. The capital may be property.
The founders are entitled to leave the composition of the leaders. Funds contributed to the capital of the enterprise must be returned to the depositor leaving the Company. 4 months are allotted for the implementation of the organization procedure.
Creating an LLC increases customer confidence.
The income of the enterprise is distributed among the participants of the LLC, according to the size prescribed in the charter. Distribution can be carried out in equal shares or in proportion to the amount invested in capital.
The form of ownership allows you to control the sale of shares. A member of the LLC may prohibit the sale of the part it owns.
If the company incurs losses or such an opportunity may occur in the near future, it can be sold or another person appointed as the owner.

Cons LLC

The negative aspects of creating an LLC include:

The complexity of registration. A businessman will need to collect an extensive package of documents.
High price. To register an LLC, you will need an authorized capital. A state duty is charged for the creation of the Company, which is currently 4,000 rubles.
There is a limit on the number of organizers. The management of the company can not be present immediately more than 50 owners. Any change in composition requires an adjustment to the charter.
Some types of taxation that the LLC falls under will require the installation of specialized software for accounting. Programs will have to buy.
There is a need for additional tax payments if the company uses specialized equipment.
The form of ownership requires a large amount of reporting. Must be present accountant position.
The liquidation process is long and fraught with difficulties. Employees must be paid cash, the amount of which is specified in the contract. Requires a call to specialists.

When comparing ownership forms, significant differences can be noted:

An individual entrepreneur makes fixed payments. In LLC, tax is paid on a percentage of the amount paid to the director and other employees. Cash flows are taxed at a rate of 6% on the STS.
IP has restrictions on activities, while for LLC they are absent.
An individual entrepreneur can make payments to the state through the patent system, while for the Company this is not possible.
An individual entrepreneur may not be involved in accounting. The state obliged the LLC to maintain financial statements.
The procedure for creating IP is based on the registration of the entrepreneur. The company must have a legal address.
An individual entrepreneur owns 1 person, while the owners of an LLC have the right to be up to 50 persons.
Investors rarely cooperate with individual entrepreneurs due to a lack of specific responsibilities. LLC is attractive for investors, as additional obligations, the fulfillment of which is necessary for investors, can be included in the charter of a company.
IP is subject to small fines. The maximum amount of payments for violation is 50 thousand rubles. LLC may be subject to penalties of up to 1 million rubles.
There is no opportunity to appoint a director, while the LLC makes full use of all sides of this opportunity.
An individual entrepreneur manages the profit himself and makes all business decisions. In LLC, you can get part of the capital from the current account only for certain needs. The decision-making procedure on matters of economic importance are recorded.
It is impossible to sell or reissue an IP. The company can be sold or registered in the name of another owner.

The choice of ownership should be based on the intended type of activity.

Register IP should be if the businessman plans:

To carry out retail trade in products;
To provide various services to individuals;
Open a company that functions as a catering establishment.

If you plan to organize a large enterprise planning cooperation with other companies, it is better to register the Company.

How much does it cost to register an LLC this year?

8. How much does it cost to open an LLC in 2019 - the estimated cost of registering a Limited Liability Company

Having decided to open an LLC, a novice entrepreneur must understand in advance that a certain amount of money will be required for opening. If you don’t have any money at all and there is no way to get it from a bank, then we recommend reading the article - Where to get money if all banks and microloans refuse. There we examined the main ways how and where you can "find" urgently money.

To find out how much it costs to open an LLC, First you need to decide what opportunity to use to register.

An entrepreneur may:

Try to perform an operation to register LLCindependently. He will need to pay a state duty. In 2019, it is at the level of at 4 000 rubles (since 2019, when registering LLC in electronic form, the state fee can not be paid). It may be necessary to notarize photocopies of documents. In this situation, you have to pay for notary services, the cost of which is at the level of at 1 thousand rubles. If all the founders were present at the transfer of documents in person, then certification is not required. Self-registration of an LLC will bring invaluable experience and will save you money that you had to spend on paying for the services of registrar firms. But there is a risk of making mistakes in paperwork and losing money paid as a state duty and for notary services. When the company does not have an address for registration, the businessman will have to find a room for his registration on his own.
Register Society using registrars. Prices in specialized organizations vary widely. In different cities you have to pay from 2 thousand - 10 thousand rubles. The businessman will have to independently make money as a payment of state duty and pay for notary services. Passing the procedure with the help of registrars will protect against possible errors and save time. In addition, the registrar will assist in finding an address that can be registered as legal if it is absent. However, the use of such services is fraught with additional costs and will cause the businessman to be superficially aware of his own constituent documents. There is a risk of unfair use by the registrar of businessman’s personal information.
Buy LLC (Ready-made companies). The minimum price of an already created organization is minimum 20,000 rubles. In addition to the purchase, the businessman has to pay a state duty. Amount set at at 800 rubles. Still to pay 1000 rubles for receiving notarial services. Buying a finished LLC allows you to purchase an organization with a history and a life span. This opens up access to functions that become available only after a certain period of LLC operation. For example, participation in tenders. However there is risk buy LLC with existing debts. The fact can be revealed only some time after the purchase.

When a decision has been made to go through the registration procedure without assistance, you should prepare in advance for the following expenses:

Payment of authorized capital. Under current law, you will need to pay 10 thousand rubles. Since 2014, the law prohibits replacing part of the authorized capital with property. It must be paid in cash in full.
Getting a legal address. If a businessman does not have his own suitable premises and cannot rent the required area, the address can be purchased. The initial fee for providing the address is from 5,000-20,000 rubles.
Payment of notary services. If the founders are not present in person when submitting documents, their signatures in the application should be notarized. For the performance of services, a notary will have to pay 1000-1300 rubles.
Payment of state duty. It is set at 4 000 rubles.
Making a seal. You will have to spend on its acquisition about 1000 rubles.
Receiving a current account. You have to pay for the procedure from 0-2000 rubles.

In total, the businessman has to spend about opening an LLC on his own 15 000 rubles.

Questions on registration of LLC

9. Frequently asked questions on the opening (registration) of LLC 📖

Consider also the issues that concern emerging entrepreneurs.

1. What is a reorganization of an LLC?

Reorganization is often confused with liquidation. These are different concepts.

Reorganization - this is procedure after which the legal entity ceases to carry out a series of actions. The functions of the company at the same time transfer to another organization.

Reorganization is not always carried out during the period when the company suffers losses. The procedure can be performed while expanding the organization. Reorganization can take many forms.

Distinguish:

In the form of accession. The responsibilities of one organization are completely transferred to another. After the procedure, the number of rights and obligations for employees of the affiliated company increases. The reason for the reorganization may be the presence of debt at the enterprise. The reorganized company voluntarily joins another. Only 1 organization ceases to exist.
In the form of a merger. Both legal entities cease to exist at once. Instead of the previous organizations, a new company will be created. The rights and obligations of firms are combined.
By highlighting. Before the operation, there was 1 enterprise. After the reorganization, a new company stands out from it. The first firm continues to exist in its original form, but at the same time loses some of its responsibilities.
By separation. The original organization is divided into 2 new ones. However, it ceases to exist. New enterprises need to carry out registration procedures with local tax authorities.

A businessman should not forget that when the company decided to reorganize, must be notified immediately:

Local tax office;
Lenders;
Extra-budgetary funds.

Organization creditors must be notified of the proposed procedure in advance. They can continue to cooperate with a businessman and become creditors of the new LLC. However, if they refuse, then the law allows them to demand early repayment of obligations.

Any questions with creditors must be resolved, otherwise the reorganization process cannot be carried out.

Founder LLC may claim to receive part of the capital in a new enterprise or sell the part that belongs to him. However, he will no longer be considered the founder of the organization.

To get help with the reorganization process, you can turn to experts. Specialists will help minimize problems and help in resolving issues. However, they will have to pay.

2. What is a turnkey LLC registration?

The turnkey registration procedure consists in contacting a company that will help the businessman with the creation of the organization. The Company requires a wide range of documents.

If a businessman plans to go through the registration procedure independentlythen he will need knowledge of the law. The package of documents has strict requirements.

If the entrepreneur makes a mistake, the registration authority refuse him the creation of LLC. The form of ownership is popular. For this reason, very often to obtain the required documents the entrepreneur has to endure long lines.

Turnkey registration is significantly simplifies the creation process. The company will be involved in the preparation of documents in the required form - registrar. However, you will have to pay for her services.

The firm will help the businessman in:

Preparing a list of documents. The organization will bring the documentation in accordance with the prescribed form. The price for the service is 900 rubles.
Submission of pre-prepared documents and self-receipt. The price for the service is 1000 rubles.
Receive notary services. Their cost is 2100 rubles.
Account opening. For the service you will have to pay 2 thousand rubles.
Get a print. The cost of the service is 450 rubles.

The total price of the turnkey registration procedure is at the level of at 13 300 rubles. It includes the amount of state duty.

Firms involved in assisting in the creation of the Company are able to carry out other activities. For a businessman it will be useful:

Registration of a package of documents;
Help in choosing an occupation;
Help in choosing a unique name for the organization;
Help in choosing taxation;
Assistance in the process of certification of documents at a notary public;
Assistance in conducting a state duty payment operation;
Assistance in the manufacture of enterprise stamps;
Assistance in the operation of filing documents.

Lawyers of the registration company are able to advise the businessman on all issues, including registration of offshore companies (What is offshore and what kind of offshore zones are we wrote in our last article).

Turnkey registration greatly simplifies the process of creating a new organization, but will entail additional costs.

3. State duty for registration of LLC in 2019

From January 1, 2019 You can register an LLC with the tax office is free (according to the provisions of Federal Law No. 234-ФЗ, which the President of the Russian Federation signed on July 29, 2018). But it should be borne in mind that entrepreneurs registering a legal entity in electronic form are exempt from paying state fees.

When registering LLC in paper form (submission of documents not through an electronic signature), the amount of state duty in 2019 year is4 thousand rubles.

Based on the article of the Tax Code, if an LLC is registered by several founders, then the state duty should be divided between them in equal parts. Everyone must contribute part of the amount to pay it. So, if the Society is created 2nd, then they will have to pay 2 thousand rubles.

Practice has revealed statistics that the payment of state duty is carried out only by one of the founders of the organization, which is responsible for the implementation of registration activities. This method is not recommended in the implementation.

In a letter, the Federal Tax Service informs that the payment of state duty should be distributed among all the founders of the new organization. Punishment for neglecting the condition is not provided, but it is better to comply with the order.

When paying the state fee, the entrepreneur must take into account that the date indicated in the receipt confirming the payment, not allowed prescribe before making a decision, which is the beginning of the procedure for creating an organization. Such a document will be deemed invalid and the registration authority will refuse to accept it. Payment will have to be made again.

The validity of the receipt, which is a document confirming the payment of the amount as a state duty, is not limited in time.

However, a businessman should consider:

If the payment of state duty was made, but the Company was not registered, money can be received back. But the operation must be carried out within 36 months from the date of capital contribution as payment of state duty.
If by the time of transfer of documents for registration the state duty has increased, the entrepreneur will have to pay the difference.

You can get the details for making a state duty in the tax. It is possible to pay online.

To do this, the businessman must go to the service of the Federal Tax Service. It can be found through a search on the Internet.

If the registrar in the process of studying documents is found mistake, incompleteness or inconsistency of informationto an entrepreneur will be denied in carrying out operations on state registration of the Company. Reasons for refusal should be presented to the applicant only on paper. An oral explanation of the refusal is unacceptable. In this case, return the amount paid as a state duty, will be impossible.

State authorities are guided by the fact that the payment from the businessman is not taken for the registration of the Company, but for the conduct of legally significant operations, the list of which includes:

Reception of documents;
Verification of documents.

However, Article 333 of the Tax Code spells out 2 casesin which the state duty must be returned. These include:

Entering state duty in an amount that exceeds the amount fixed by law;
Refusal of persons from conducting the registration procedure until the moment of transfer of documents to the body conducting registration operations.

Federal Tax Service will refuse entrepreneur in returning state duties when the documents have already been sent to the tax office. The opportunity to return the funds paid is present if the businessman abandoned the desire to create the Company before he transferred the list of documents to the tax authority.

When a businessman is firmly convinced that he was refused to return the paid state duty unreasonably, he can file a complaint against the actions of the state body. The businessman should go to court, where the submitted application will be considered.

If the actions of the registering authority reveal violations, he is obliged to re-accept the documents without re-applying the state duty. The likelihood of successfully completing registration increases.

Watch the video - How to open IP - step by step instructions? What is better SP or LLC?

10. Conclusion

The creation of the Company opens up additional opportunities for the entrepreneur. Despite the complexity of the registration process and an extensive package of documents, the creation of the Company is beneficial for the businessman.

LLC is a form of ownership for those entrepreneurs who plan to create a large business. Partners are more likely to cooperate with LLC. IP causes less confidence.

LLC has the opportunity to expand by attracting participants and capital. For society, you can choose a profitable tax system based on the activities. Passing the registration procedure of the Company is one of the main steps that a businessman must overcome in an effort to create a business that brings high income.

Now you know how to open an LLC yourself, our step-by-step instruction has covered the most detailed information on the registration and opening of a limited liability company, including all necessary documents and actions.

P.S. If you still have questions, then ask them in the comments after the article.