HOW TO OPEN AN LLC IN 12 STEPS IN 2021

[Mutt]

We will analyze how to open an LLC yourself in step-by-step instructions. The year 2021 brought almost nothing new to the registration procedure for legal entities, with the exception of the following aspects:

• now the charter of the company, as well as all changes made to it, must be certified by a notary; notaries, in turn, got access to detailed information about legal entities through the online directory of the Unified State Register of Legal Entities;
• changing the legal address of registration has become more complicated, now you need to notify the Federal Tax Service Inspectorate of such a procedure in advance;
• if the documents are submitted electronically, there is no need to pay the registration fee or amending the Unified State Register of Legal Entities.

Now about what you need to open an LLC.

Your steps:

1. Calculate expenses
2. Choose a legal entity name
3. Choose a legal address
4. Select codes
5. Determine the size of the authorized capital
6. Make a decision to establish a company
7. Sign the memorandum of association
8. Adopt the charter
9. Write a statement on the form
10. Pay the state fee
11. Select tax regime
12. Apply
13. Get results

Step 1. Calculate and estimate the upcoming expenses
The cost of starting a business is mostly one-time. But in the process of doing business, a large number of recurring costs arise. All costs will depend on the volume and specifics of the business, so below we will give as an example only mandatory ones.

Cost category	Periodic spending
Payment of authorized capital	Not
Rent of a legal address
Obtaining an enhanced digital signature	From $ 50 / year for classic business tasks
Manufacturing organization seal	No (only in case of loss or as needed)
Checking account	From 0 to $ 100 / month (depending on the terms of the tariff and the volume of transactions)
State registration fee	Not
Notary fees	For the certification of documents (only if it is necessary to make changes).

* According to the letter of the Presidium of the Supreme Arbitration Court, lease agreements for a period of less than 1 year, including those with the possibility of prolongation, are not subject to mandatory state registration, therefore many lessors do not exceed the specified term for concluding an agreement.
If you can refuse to rent a legal address (for example, when registering for an address in your possession), then the remaining costs cannot be avoided.
In total, opening a company / LLC will cost at least $ 200-500, and the annual costs will be $ 400-700. (this is not counting the payment of taxes and mandatory contributions for employees).
Certain activities may require increased capital, as well as licenses and certificates.

Step 2. Choose a title
Everyone comes up with the name of his company himself, but the state imposes a number of restrictions (article 1473 of the Civil Code of the Russian Federation):

• The main name must be completely (insertions from borrowings of foreign words are not allowed).
• Foreign abbreviations and words must be written in transcription, with the exception of an indication of the organizational and legal form. As an example, if you run a beauty salon chain called BackStage, then the company cannot have such an English word in its full name. It can be written as BackStage. That is, the full name will be “Backstage Beauty Salon Network” Limited Liability Company. But the abbreviated name in a foreign language may already look like "BackStage LLC".
• Certain types of activity (for example, the provision of services of a pawnshop, payment system or insurance company) must be present in the name, but the name cannot consist only of this type of activity. For example, the name of pawnshops is carried out in accordance with the requirements. One of the words must necessarily be "pawnshop" and it is placed separately from the rest. In total, the full name will look like this: “Lombard Lux City Limited Liability Company”.
• Other companies can also indicate their type of activity in the name, but the name cannot consist only of it. That is, you cannot call the company "Limited Liability Company" Wholesale Trade ". On the other hand, you can detail the field of activity or add additional words. For example "Wholesale of tea" or "Wholesale of tea", as well as "Wholesale of Tea City".
• You cannot use the names of states and derived words based on them, as well as the names of state authorities (federal or regional) and public associations. That is, you cannot name the company “Italian Shoes”, “Czech Carpets”, “Tatar Pies”, “League of Presidents”, “Judicial Reform”, “Police Academy”, etc.
• As well as derivatives based on them, can be indicated in the name only with the appropriate permission (issued by the Government). The situation is similar with the word "your city" and derivatives based on it.
• You cannot violate the principles of morality and humanity. That is, you should not call for hatred in the name of the company and encourage you to any illegal actions. Bad examples include: "Kill Bill", "Death to Black", etc.

For the name of the company to be unique, it is best to check it in the register of the Unified State Register of Legal Entities before the filing of an application for registration. It is enough to indicate the desired word or words and select all regions.

Otherwise, the rightholder may file a claim for a forced change of name and recovery of losses incurred if:

• your companies are engaged in similar activities;
• the moment of registration of its name came before yours.

As additional names, you can specify:

• abbreviated name in your country;
• one full and / or one abbreviated name in the national language of any subject;
• one full and / or one abbreviated name in a foreign language.

In total - a maximum of 6 items.

Step 3. Choose an address
Registration is allowed:

1. at the address of the place of residence of the owner or director of the company (the risk of denial of service by banks, in obtaining licenses, and disputes with the tax authorities may arise);
2. at the location of the company's own office;
3. at the legal address rented for rent (this can include the serviced postal addresses to which your mailings will come, for example, you can open an LLC in your city, etc.).

Despite the fact that the provision of documents confirming the possibility of registration at the specified address is an optional condition, the IFTS may require:

• certificate of ownership (if registration takes place in your own property);
• consent of the owner or co-owners (if the property does not belong to you or does not fully belong to you);
• a letter of guarantee from the lessor (in free form with copies of documents on ownership).

To increase the likelihood of registering for a rented address, it is best to check it with a special service of the tax service in order to exclude the effect of mass registration.

Step 4. Select codes
It is assumed that before you open an LLC in 2021, you have already decided on the future activities of your company. Therefore, it remains only to download the current version of the OKVED-2 reference book and select the activity codes that best match yours.
You must select at least one code - the main one (it must correspond to the activity that will bring you the maximum income). The length of the code is at least 4 digits. There can be any number of additional codes.

When adding codes, it is important to remember that the selected activity affects, for example:

• the amount of contributions for employees (normally, the calculation of contributions for injuries is based on the main activity, but if it is not confirmed in a timely manner, then will count your contributions at the maximum rate possible);
• the need to obtain licenses and other permits (if you indicate an activity subject to compulsory licensing, then at the stage of opening a bank account or as scheduled inspections by the interested department are carried out, you may be asked for the availability of the necessary permitting document; for example, the lack of a license for the right to carry passengers - punishable by a fine of $ 7000, depending on the city, and selling alcohol without a license to a legal entity will cost $ 7000 - $ 15000);
• exclusion of the use of preferential taxation regimes (for example, the simplified regime cannot be applied to a taxpayer if he is engaged in: banking, microfinance, provides pawnshop services, insurance, non-state pension fund, employment agency, investment fund, conducts gambling, produces excisable goods, or extracts or sells minerals; similar restrictions apply to other special regimes);
• the need to provide additional reporting (for example, if you are engaged in the hotel business, offer catering services, show movies, produce fire-technical products or your activity is included in the list provided, then your company is obliged notify the authorized state control bodies about the beginning of your activities; if you choose a large number of activities from code, then the chances of getting into the sample for collecting mandatory statistics greatly increase; if you indicate an activity code that is not available for your tax regime, then the IFTS may request reporting, even if it is zero).

Step 5. Determine the amount of capital
A company cannot have an authorized capital of less than some money. But for certain types of activities, the minimum threshold can be significantly increased. For example, we are talking about:

• vodka producers (from $ 1 million);
• organizers of gambling (from $ 1.5 million);
• banks (from $ 5 million) and non-bank financial institutions (from $ 300000, depending on the type of license);
• insurance companies (from $ 1 million, if only medical insurance is provided).

You need to deposit the specified amount within 4 months from the date of registration of the legal entity and only in money (Article 66.2 of the Civil Code of the Russian Federation).

The deposited amount must correspond to the share of the company participant prescribed in the charter. Hence an interesting point - the amount of capital must be selected taking into account the shares, so that when dividing it does not get infinite numbers.

Step 6. Decision to establish a company
For a LLC with one member, a solution is created and signed.

For LLC with two or more members:

• A general meeting is held.
• The meeting discusses all the moments that are required for the creation of an LLC.
• A vote is taken on each of the designated points (must be unanimous).
• The minutes of the meeting are drawn up, the signatures of all participants are affixed in it.

It is better to make the number of copies of the solution or protocol immediately with a margin:

• one for each participant;
• for the tax;
• for a notary;
• for a bank (needed when opening a current account);
• in the documentation of the LLC.

The decision / protocol must necessarily indicate:

• company name (full and all other types);
• its location (address);
• the amount of capital, as well as shares and their nominal expression, if there are several founders;
• the procedure and terms for the contribution of the authorized capital / shares;
• approval of the company's charter;
• appointment of a leader (this can be one of the founders);
• appointment of a person responsible for the registration procedure of an LLC with the IFTS (only for LLC with several participants).

Step 7. Signing the memorandum of association
This step is only needed for multi-member organizations. Such an agreement should indicate:

1. how the activities for the establishment of the society will be conducted;
2. what will be the capital, shares of participants and terms, payment procedure;
3. responsibility of the participants.

Step 8. Articles of Association
This is the most important document of the society, it is the constituent one. It is in it that the relationship between society, its participants and the executive body is described.
All current requirements for the design of this document can be found in somw law.
A company can be created on the basis of a standard charter (36 different versions are available). In this case, the relevant information is entered into the registration form.

Step 9. Writing a statement
You will need Form. It contains all the key information specified in the previous steps.

The application must indicate:

• data of participants (these can be individuals or organizations, citezen or foreign);
• data about the organization being created (name / names, type / types of activity, address, amount of capital, etc.);
• information about the executive body (a representative entitled to act on behalf of the organization);
• applicant's data (this can be a founder, manager or an authorized person).

Registration documents are provided only in electronic form. Therefore, specifying an email address is a prerequisite. The results of the consideration of the application will come to it.
The application can be filled in manually (in block letters), but it is best to use a personal computer or a special service. This will reduce the number of errors, which means it will increase the likelihood of a positive decision.
If signatures are affixed in the application, they must be notarized.

Step 10. Payment of duty
Those who submit an application in electronic form using an enhanced EDS may not pay the state duty for the registration procedure for a legal entity. A notary can submit documents to the Federal Tax Service Inspectorate in electronic form without an EDS (he will sign the container with his electronic signature).
In all other cases, participants must pay their part of the fee in accordance with their shares in the capital, but in practice, refusals due to payment by one document are rare.
If you get rejected. you will have another free attempt (re-submission of documents must take place no later than 3 months from the date of the refusal).

Step 11. Tax regime
After registration, the legal entity is obliged to notify the IFTS about the transition to one or another special tax regime within 30 days, otherwise the general regime will be applied.
But you can notify about the choice of a special mode right away, when you apply for registration. To do this, you need to fill out and attach Form.
An organization can choose a simplified taxation regime, like any other special regime, only if it meets its requirements. For example, by the number of employees, capital structure, income or types of their economic activities.

The selected mode will depend on:

• frequency and form of reporting;
• the amount of taxes;
• availability of regional or federal benefits;
• the ability to conduct certain types of activities.

The selected mode can be changed later. The notice period may depend on the applicable tax regime.

Step 12. Submitting an application
You can hand over the documents in person, then the signatures of all participants are put in the presence of a representative of the Federal Tax Service, the application does not need to be stitched.
All other documents (protocols, decisions, charter), if they contain more than 1 sheet, are stitched by the applicant, the firmware is signed by him.
If an already signed application is submitted, then all signatures in it are certified by a notary. He also sews all the sheets of the application.
A special service of the Federal Tax Service will help to submit documents for registration in electronic form . You can open an LLC through gov portal.

Together with the application on the form, the following are provided:

• The decision of the sole founder or the minutes of the meeting (for companies with 2 or more members).
• Founding agreement (only for companies with several members).
• Charter.
• Receipt (if documents are submitted in person).
• A letter of guarantee from the landlord or documents on ownership of the property in which the management body will be located (when registering in someone else's apartment, the written consent of the owner will be required).

Step 13. Getting the result
The result of the work of the IFTS will be:

• record sheet of the Unified State Register of Legal Entities,
• certificate of registration,
• taken into account the charter.

Or a motivated refusal in the registration procedure.

Documents from the tax office are provided only in electronic form. If you need paper versions, you need to contact the IFTS separately for them.