Registration of an enterprise is a step-by-step process, the end result of which is the inclusion of an enterprise in the Unified State Register legal entities. As part of this process, from the person (persons) the authorized body receives Required documents, and the established state fee is also paid. Based on the results of consideration of all documents, the body (and in Russia it is the federal executive body) makes a decision on registration or refusal to register the enterprise. Consider the main aspects of registration, as well as reveal the content of each of the stages.
Provision of documents
So, to register an enterprise, you must contact the appropriate registration authority and provide a certain package of documents there. These are the following documents:
a) an application for state registration with the signature of the applicant. All applications are filled out in accordance with the available samples;
b) a document confirming the existence of a decision to create a legal entity (for example, it can be a protocol, it can be an agreement or any other document);
c) charter and / or memorandum of association (you must present the original or a copy certified by a notary);
d) receipt of payment of state duty.
It should also be noted that for foreign organizations, which themselves act as a founder, it is obligatory to provide an extract from the register of the country in which these organizations are registered. Such an extract will confirm the status of the organization.
Having accepted the documents necessary for the registration of enterprises, the registering authority issues a receipt, which confirms the fact that the documents have been submitted. The receipt indicates the entire list of submitted documents and the date of their receipt.
Formation authorized capital
This stage of registration may or may not be present: it all depends on the legal form in which the registered enterprise is represented. Yes, it is legal minimum size capital for joint-stock companies, companies with limited liability and credit institutions.
Government duty
State duty rates for registration of a legal entity are set tax code Russia. Payment of the fee is a necessary action, otherwise the package of documents will simply not be accepted.
Where do they register? And how long?
Registration of an enterprise is carried out directly at the location of the executive body of the enterprise. The address of this body must be indicated in the application for registration. If there is no such address, then registration is carried out according to other rules: at the location of any other body or person who is authorized to act without a power of attorney on behalf of the enterprise.
As for the terms of registration, it, in accordance with the law, is carried out within 5 working days from the day the documents were submitted.
Next step: making a decision
Within 5 working days, the registering authority must either register the enterprise or refuse to register it.
If a positive decision is made, it in itself acts as a basis for a new enterprise to be entered in the register. Accordingly, from the moment of making an entry in the register, the enterprise is considered registered.
Within one working day after registration, the executive body is obliged to provide the applicant with an appropriate document, the presence of which will confirm the very fact of making an entry in the register. In addition, within 5 working days, the registration authority is obliged to transfer all information about the new enterprise to the off-budget funds of the state.
Issuance of a certificate
As for the form of registration of an enterprise, the final document is a certificate of state registration. This document confirms the fact that information about the enterprise was entered in the Unified Register.
Cases of denial of registration
In practice, in certain cases, the authorized body refuses to register an enterprise. The legislation defines the list of those cases in which it is permissible to refuse registration. These cases include:
Failure to submit a complete package of documents;
Submission of documents to the wrong registration authority.
In its refusal decision, the registering authority substantiates the reason for the refusal and refers to the violations that were discovered and caused the registration refusal. Such a decision is sent to the applicant, who can appeal against the actions of the authorized body through the court.
If the procedure for registering an enterprise is not violated, then, in the end, a certificate will be issued.
The registration process of companies is regulated by the registration rules legal entity. It is necessary to know that an organization that pursues one single goal - making a profit can act as a legal entity. Also, a legal entity can be an organization that does not pursue the primary goal of making a profit. As a rule, this is not commercial organizations.
Registration of companies implies the fulfillment of certain requirements in relation to the founder. Since this is a rather complicated process, it is necessary to prepare many documents that are supplied to various public services. These documents must be drawn up in accordance with the established requirements, which are the very procedure for registering firms. Only in this case, all the interests of the founder can be maximally fulfilled and protected. It should be noted that the procedure for registering companies is very important for every future businessman, but this is not at all an easy task, so most people turn to relevant specialists who provide assistance in this area for a certain fee. Their many years of experience and good connections will help save time spent on the company registration process.
The procedure for registering a future company is divided into several related stages. First, you need to choose a taxation system. Secondly, to collect all the documents necessary for the establishment of the company. This is followed by registration of a legal entity, as well as registration with the state tax authority. Next, you will need to open a bank account, which also needs many documents, including company registration and registration with the tax authorities. For more successful business you can open not only settlement, but also other types of accounts. Each entrepreneur has the opportunity to make a power of attorney to manage these bank accounts.
In addition, there are a number of additional procedures that must be completed in order to register your own company and start doing business in accordance with the current legislation of the country. After completing all the above steps, the registration of the company can be considered completed. This means that a new legal entity can start its activities.
The stages of registering an LLC are the most important information that all future entrepreneurs need to study, and especially those who plan to conduct it without the help of third-party lawyers.
Stages of LLC registration
First of all, it is necessary to develop a charter that takes into account individual characteristics your future business. When developing a document, one should take into account not only the immediate, but also far-reaching prospects. Otherwise, after a while, the charter will no longer meet the real needs of the company. However, many entrepreneurs miss this moment, preferring to use ready samples. If this approach is more appealing to you, you should at least look at a few charter templates to find the one that works best for your business.
At the second stage, you must fill out an application for registration (form P11001). The document must be drawn up strictly in accordance with the requirements of the current legislation. You can simplify the task by using the ready-made one posted on our website. Thoughtlessly copying the finished version is not worth it - the application should reflect the characteristics and features of the future company. It should only be taken as a basis.
The third stage is the preparation of a protocol (decision) on the creation of an LLC. In accordance with current legislation, a decision is required to open an LLC with one founder, and a protocol of a general meeting is required to register a company with several participants. Registration of firms, enterprises in this case does not provide for a strictly established form of the document. You can also find the main points that should be reflected in decisions / protocols on the pages of our resource.
Then you should pay a state duty in the amount of 4,000 rubles (for registration) and a state duty in the amount of 430 rubles (for obtaining a copy of the charter). You will need to submit original receipts for payment of the state fee to the tax office.
The next stage of LLC registration is the formation and submission of a package of documents. Typically, the applicant submits documents in person, although alternative options are possible (sending documentation by mail and filing by proxy).
At the sixth stage of registration of an LLC, the applicant will need to appear at the registration authorities to receive an extract from the State Register and TIN, OGRN and a copy of the constituent documents with a mark from the tax inspectorate. In accordance with applicable law, a certificate of state registration LLC must be issued 5 working days after the submission of the package of documents.
What to do after opening an LLC
Any firm, enterprise and organization must have statistics codes. If a document listing such codes was not issued simultaneously with the Registration Certificate, you should contact the territorial office of the State Statistics Committee.
S. BAKINA, CEO ProAudit LLC
An important stage in the formation of a business, or rather, its inception, is the registration of an enterprise. This procedure has now been simplified.Main stages of registration
Before registering a company, you should decide on its legal form. This takes into account that some forms of ownership do not allow certain types of activities. For example, if an organization will provide audit services, it must be commercial, and if educational - non-profit. Commercial organizations are created in the form of a limited liability company, closed joint-stock company, open joint stock company, unitary enterprise; non-profit organizations - in the form of associations, partnerships, associations, etc. Founders non-profit organization can be both legal entities and individuals. The statutory documents of any organization must indicate the purpose of its creation.
As for LLC and CJSC, these forms of ownership differ little. At the same time, when registering a CJSC, it is necessary to register the issue of shares, which is not required from an LLC.
So, a decision was made on the form of organization. One of the components of the registration process is the payment of the state fee for registration actions. According to Art. 333.33 of the Tax Code of the Russian Federation, it is paid for:
- state registration of a legal entity, with the exception of state registration of the liquidation of legal entities and (or) state registration of political parties and regional branches of political parties - 2000 rubles;
- state registration political party, as well as each regional office political party - 1000 rubles;
- state registration of changes made to the constituent documents of a legal entity, as well as for state registration of the liquidation of a legal entity, except for cases when the liquidation of a legal entity is carried out in the manner of applying the bankruptcy procedure - 400 rubles;
- state registration individual as an individual entrepreneur - 400 rubles.
In accordance with Art. 9 of Law No. 129-FZ, an application submitted to the registration (tax) authority is certified by the signature of an authorized person. Authorized persons may be the founder of a legal entity during its creation, the head of the permanent executive body of the registered legal entity, the head of the legal entity acting as the founder of the registered legal entity.
Thus, if the authorized person for the state registration of a unitary enterprise, as well as a state or municipal institution, is an authorized person of its founder - a state authority, a local self-government body, the state fee is not charged.
In accordance with Art. 21 federal law dated November 14, 2002, No. 161-FZ “On State and Municipal Unitary Enterprises” (hereinafter - Law No. 161-FZ), a unitary enterprise is headed by a head (director, general director) appointed to this position by an executive authority in agreement with the federal authority for the management of state property. The head acts without a power of attorney on behalf of the enterprise, represents its interests, makes transactions in accordance with the established procedure on behalf of the unitary enterprise, approves the structure and staff of the unitary enterprise, employs employees of such an enterprise, concludes with them, changes and terminates employment contracts, issues orders, issues powers of attorney in the manner prescribed by law. At the same time, the head of a unitary enterprise is not authorized to act as an applicant for state registration of the establishment of a legal entity.
Therefore, in the case when the authorized person during the state registration of unitary enterprises is the head of the legal entity, it is submitted to the registering (tax) body. charged.
When filling out a payment document for the payment of state duty, you should pay attention to the following. When filling in the indicators “Note”, as well as “Name of payment”, it is necessary to indicate “State duty for state registration (creation, amendments to constituent documents, reorganization, liquidation, an individual as an individual entrepreneur) (name of a legal entity, F.I. O. of an individual)”, for example, “State duty for state registration of changes made to the constituent documents of OOO Pchelka”.
Before starting the process of registering an enterprise, it is necessary to decide who will be its founder, how the authorized capital is formed. It should be noted that in accordance with the current legislation, the declared authorized capital must be formed by at least 50% at the time of state registration. This means that if the contribution to the formation of the authorized capital is provided in cash, it is necessary to open a savings account even before the date of state registration. Therefore, the first thing to do is to prepare a complete set of constituent documents (charter and protocol (decision if the founder is in a single person), then submit it to the bank and deposit funds.
For the state registration of a legal entity being created, the following documents are submitted to the registering authority:
- an application for state registration signed by the applicant in the form No. Р11001, approved by the Government Decree Russian Federation dated June 19, 2002, No. 439 (as amended on December 13, 2005, No. 760);
- a decision to establish a legal entity in the form of a protocol, agreement or other document in accordance with the legislation of the Russian Federation;
- constituent documents of a legal entity (originals or notarized copies);
- document confirming the payment of the state fee.
- an application for state registration signed by the applicant in the form No. P21001, approved by the Decree of the Government of the Russian Federation of 19.06.02 No. 439 (as amended of 26.02.04 No. 110);
- document confirming the payment of the state fee.
An important step in registration is the production of a seal. What will the sketch be like and do I need to register it, because the seal is the most important attribute of the organization? Note that the LLC is required to have a round seal containing its full company name in Russian and an indication of the location of the company. The seal of the company may also contain the trade name of the company in any language of the peoples of the Russian Federation and (or) foreign language. The current legislation does not provide for any procedure for registering a sketch of a seal when creating an LLC. You can make a seal in any specialized organization.
Having received a seal and statistics codes (currently they are issued by the tax office along with a set of constituent documents during registration), you need to open a current account.
Currently, in Moscow, upon registration, the tax inspectorate issues both statistics codes and notices to the insured on extra-budgetary funds. If these documents are not included in the set, then registration in extra-budgetary funds must be done independently.
An important point is the indication of the legal address and the actual location of the company. In accordance with paragraphs. 16 p. 1 art. 31 of the Tax Code of the Russian Federation, the tax authorities have the right to bring claims to courts of general jurisdiction or arbitration courts to invalidate the state registration of a legal entity or the state registration of an individual as an individual entrepreneur.A legal entity, within three days from the moment of changing the address indicated in the documents, is obliged to report this to the registration authority at its location.
According to paragraph 3 of Art. 14.25 of the Code of Administrative Offenses of the Russian Federation, failure to submit or untimely submission or submission of false information about a legal entity or an individual entrepreneur to the body that carries out state registration of legal entities and individual entrepreneurs, in cases where such submission is provided for by law, entails a warning or the imposition of an administrative fine on officials in the amount of fifty minimum wages. Article 19.7 of the Code of Administrative Offenses of the Russian Federation establishes that failure to submit or untimely submission to a state body (official) of data (information), the submission of which is provided for by law and is necessary for the implementation of this body (official) of its legal activities, as well as submission to a state body (official) ) such information (information) in an incomplete or distorted form, with the exception of cases provided for in Art. 19.8, 19.19 of the Code of Administrative Offenses of the Russian Federation, entails the imposition of an administrative fine on citizens in the amount of one to three minimum wages; for officials - from three to five minimum wages; for legal entities - from thirty to fifty minimum wages.
Obtaining duplicate certificates
Sometimes very important documents get lost and need to be recovered. Upon receipt of a duplicate certificate of state registration of an individual as an individual entrepreneur or state registration of a legal entity, it is also necessary to pay a state fee. Meanwhile, the registration (tax) authorities do not issue duplicate certificates of state registration. They also do not issue copies of a previously issued certificate with a “duplicate” stamp.
According to clause 7 of the Rules for maintaining the Unified State Register of Legal Entities and providing the information contained therein, approved by Decree of the Government of the Russian Federation dated June 19, 2002 No. 438 (hereinafter referred to as the Unified State Register of Legal Entities), and clause 12 of the Rules for maintaining the Unified State Register of Individual Entrepreneurs and provision of the information contained therein, approved by Decree of the Government of the Russian Federation of October 16, 2003 No. 630 (hereinafter referred to as the USRIP Rules), making an entry in the state register is confirmed by a document (certificate), the form of which is established by the Government of the Russian Federation.
Paragraph 22 of the Rules of the Unified State Register of Legal Entities and paragraph 31 of the Rules of the Unified State Register of Legal Entities establishes that, at the request of an individual or legal entity, a registration (tax) body can be re-issued a document confirming the fact of making an entry in the state register.
Thus, the issuance of duplicate certificates is understood as the re-issuance of certificates similar in content, but differing from those previously issued by the series and number of the certificate form.
The state fee for re-issuance of a certificate of state registration of an individual as an individual entrepreneur or state registration of a legal entity is 20% of the state fee paid for state registration, i.e. 400 rub. - for legal and 80 rubles. - for an individual.
The first step towards the creation of a commercial organization (see Figure 1.1 in Appendix 1) is to determine the composition of its founders, hold a general meeting, develop and sign constituent documents. The legislation of the Russian Federation provides for special rules regarding the composition and number of founders of commercial organizations. For example, economical society can be created by one person (clause 1, article 66 of the Civil Code of the Russian Federation). But there is a limitation: the founder of a business company cannot be another business company consisting of one person (clause 2, article 88, clause 6, article 98 of the Civil Code of the Russian Federation).
An important issue that the founders of the organization must decide is the question of the organizational and legal form in which entrepreneurial activity will be carried out. Founders may choose any form provided by law.
The decision on the choice of the organizational and legal form of the enterprise is made based on the intended goals, financial and economic opportunities, experience, knowledge and other factors. The choice of the organizational and legal form of enterprises is to a certain extent influenced by external factors: political stability (if it is not there, the entrepreneur will not be interested in developing and implementing long-term projects), macroeconomic processes and economic restructuring, economic crises and inflation, government support and regulation entrepreneurial activity, market conditions and other factors that must be taken into account when creating your own business and choosing a subject of activity.
The next stage in the creation of a commercial organization is the development and establishment of its constituent documents. Depending on the chosen organizational and legal form of a commercial organization, its constituent documents are the charter (unitary enterprises, cooperatives, joint-stock companies), or the memorandum of association and charter (LLCs and additional liability companies), or only the memorandum of association (partnerships). It must be remembered that the information contained in the memorandum of association and articles of association cannot constitute a commercial secret.
According to Art. 54 of the Civil Code of the Russian Federation, a legal entity has its own name, containing an indication of its organizational and legal form, for example: “Grand Limited Liability Company”. An indication of the nature of the activity must be present without fail only in the name of unitary enterprises, as well as in other cases established by law Gribanov A. Enterprise and company name // Economy and law. - 2008. - No. 11. - S. 12. .
According to Art. 52 of the Civil Code of the Russian Federation, in the constituent documents of a commercial organization, its location must be determined. It must be borne in mind that the terms “legal address” and “actual address of an organization” are outdated and, moreover, are not legally defined. . The location of a legal entity is the place of its state registration (Article 54 of the Civil Code of the Russian Federation). The specific address at which the governing body of the legal entity is located must be indicated as the location.
An important stage is the formation of the authorized (share) capital. According to the law, by the time the organization is established, at least 50% of the authorized (share) capital must be formed. Each member of the production cooperative is obliged to pay at least 10% of the share contribution by the time of registration. For this purpose, a special temporary settlement account is opened in the bank, where the required amount is deposited. The authorized capital of a unitary enterprise must be paid by the owner in full prior to state registration.
Submission of documents for registration;
Conducting legal examination of documents;
Registration with the registration authority.
The procedure for the state registration of legal entities during their creation is defined in Chapter IV of the Federal Law "On the State Registration of Legal Entities" /http://www.consultant.ru/. According to Russian legislation, registration is constitutive, has a legal value as a legal fact, on the basis and from the moment of which a legal entity arises.
The legislation of the Russian Federation on state registration consists of the Civil Code of the Russian Federation, the said law and other normative legal acts of the Russian Federation issued in accordance with them. State registration is carried out by the relevant federal executive body. For state registration, a state fee is paid in accordance with the legislation on taxes and fees. The Russian Federation maintains a state register containing information on the creation, reorganization and liquidation of legal entities and relevant documents. The registration procedure is provided for by the provisions Chapter III Federal Law "On State Registration of Legal Entities".
State registration pursues the following goals:
Implementation state control for the conduct economic activity, in particular for the fulfillment of conditions for engaging in certain types of activities and for combating illegal practice secret business;
Carrying out taxation;
Obtaining state statistical information for the implementation of measures to regulate the economy;
Providing all participants in the economic turnover, government bodies and local self-government bodies of information on subjects of entrepreneurial activity.
It should be noted that a denial of state registration of a legal entity can take place only on the grounds that the submitted documents do not comply with the law or that documents are submitted to an improper registration authority (see Article 23 of the Federal Law “On State Registration of Legal Entities”), but not on other grounds, for example, due to lack of expediency. For violation of the procedure for state registration, the registering body bears liability established by law (Article 24 of the said law).
From the moment of state registration, a commercial organization can be considered established.
However, even after that, actions are taken that are inherently related to the creation of a commercial organization. It:
Making a seal;
Registration with the statistical authorities. When identifying a legal entity, the codes assigned to it during registration by the State Committee of the Russian Federation on Statistics (OKPO, OKOGU, OKATO, OKONH, OKSF, OKOPF) are used. In addition, commercial organizations are included in the Unified State Register of Enterprises and Organizations (EGRPO);
Registration with the tax authority at the location of the organization with the assignment of a taxpayer identification number. The procedure for these actions is approved by tax legislation;
Opening a bank account. The account is opened upon submission of an application, a copy of the certificate of registration and constituent documents, specimen signatures of the head and chief accountant of a commercial organization;
Registration with state social funds.
According to Art. 51 of the Civil Code of the Russian Federation, violation of the procedure established by law for the formation of a commercial organization or non-compliance of its constituent documents with the law entails a denial of state registration.
So, commercial organizations are created at the will of their founders, but the state, in the interests of all participants in the property turnover, controls the legality of their creation.
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