Snezhinka LLC - Part 2. We consider various aspects of registration and start working

    This habratopik is inspired by the topic of Snezhinka LLC - Part 1. A step-by-step guide to registration. .
    Since after my words in the comments about the potential opportunity to write a sequel, my karma turned out to be a plus, it was decided not to miss this opportunity.

    Here we are talking about a small company operating in the service sector.

    We will briefly consider the following issues:
    1. Registration through a company or in-house?
    2. Legal address: buy or not?
    3. Share capital: what and in what form?
    4. Opening a bank account (potential difficulties)
    5. Work with cash, salary, Internet banking


    Registration through a company or in-house?


    In its topic, 4orever pretty colorfully told what could happen if you decide to prepare all the documents yourself and try to save. However, even that wonderful guide, which was presented to the public, cannot guarantee you no errors and problems during registration.

    In my opinion, you should not save here. As it was calculated, when registering on your own, you spend about 3,500 rubles. Commercial firms providing services for the preparation of documents take an average of 1,000 to 7,000 rubles for their services. This difference is due to the list of services that you can use. Whether it’s just help in preparing documents, or compiling a complete package, with the selection of OKVED codes, production of a seal. It is even possible to issue a power of attorney for an employee of this company to submit documents and receive them.

    I would recommend choosing a registration through a company in order to save time and nerves, they will still be useful to you. You won’t save much money at this stage. Even if you assume that the documents will be accepted from you the first time, you will spend 3500 R in the case of registering through a company, you will spend 3000 more, but the chances of submitting documents will immediately increase incomparably, as well as the chances of subsequently revealing errors or inaccuracies in the constituent documents, which can cause another waste of time, money, nerves.


    Legal address: buy or not?

    When preparing documents on their own or through a company, even before submitting them to the tax office, it is necessary to indicate the legal address of the organization.

    Ideally, the address of the location of the legal entity specified in the constituent documents should coincide with the actual location of the organization. However, many organizations use purchased “legal addresses”.

    Since August 2008, when registering a newly created organization, it is sometimes required to submit a letter of guarantee from the owner of the premises. In this letter, the owner must inform that he provides his address for state registration of the company. In addition, it is necessary to provide a notarized copy of the certificate of ownership of the premises.

    However, the law does not provide for the need to provide such documents. The requirement of the tax authority is illegal. But there is every chance that if the guarantee letter is not submitted, the tax inspectorate will issue a denial of state registration.

    In our case, these documents were not required, but you must be mentally prepared that because of their absence they may refuse you, although this happens very rarely.

    Many banks do not open accounts for organizations that are not registered at their actual location. Others open, subject to documentary confirmation by the organization of their real location.

    What to do if your “legal” and actual address do not match?


    The only reliable option is to register the organization at its actual location, confirmed by a lease agreement, a certificate of ownership or other title documents. All other options are associated with a certain risk.

    It happens that you do not need your own office, due to the specifics of your type of activity. The current legislation does not yet stipulate the obligation of legal entities to have their own office. But, there is a requirement to notify the tax authorities about the permanent location of the executive body. This requirement must be observed.

    What are the options:

    1. Register at the home address of one of the founders.
      At the moment, there is an opportunity for organizations in which the share of individual participants is at least 80% to carry out state registration at the home address of one of the participants. The option is not bad, but if there are no people registered in Moscow among the participants, it will not be possible to register a Moscow company.
      However, even if all the conditions for registration at the place of residence are met, problems can still occur .
    2. To rent a small office or workplace, regularly pay rent, at least occasionally appear there and maintain constant contact with the landlord.
      However, in St. Petersburg or Moscow it is quite difficult to rent a small office.
    3. Conclude an agreement on postal and secretarial services with the ability to at least occasionally use this premises to perform representative functions of the executive body (meeting with contractors, receiving and sending correspondence, e-mail, answering phone calls, etc.)
      The current legislation does not explain what is considered the permanent location of the executive body of the organization. Therefore, a package of documents confirming the periodic exercise of the representative functions of the head of the organization at the postal and secretarial service can serve as a weighty justification for the legitimacy of the indicated location of the company. In addition, there is a guarantee that all correspondence will reach the addressee. It is important that it is impossible to prove that the organization has its own office in another place where its head is constantly located.
    4. Purchase a "legal address" in organizations specializing in the sale of legal addresses.
      This option has a number of significant disadvantages. Such addresses are usually given for a limited period of time: 6-12 months. They are convenient to use only for registration. There is no guarantee that in half a year / year you can extend the contract to this address. Communication most often goes through an intermediary. There is no way to get in touch directly with the owner of the premises. Therefore - there is no guarantee of the authenticity of the seals and signatures on leases, joint ventures, etc., which serve as a justification for the legality of using a legal address. Correspondence sent to these addresses almost always does not reach the recipient.


    What sanctions can be applied to a company (its head), which does not have the same legal and actual address?


    According to the administrative code:
    Article 14.25. Violation of the legislation on the state registration of legal entities and individual entrepreneurs
    ...
    3. Failure to provide, or untimely provision, or the provision of inaccurate information about a legal entity or individual entrepreneur to the body performing state registration of legal entities and individual entrepreneurs, in cases where such provision is prescribed by law entails a warning or an administrative fine on officials in the amount of 50 minimum wages.

    4. Submission to the body performing state registration of legal entities and individual entrepreneurs of documents containing knowingly false information, if such an action does not contain a criminal offense, - shall entail the imposition of an administrative fine on officials in the amount of 50 minimum wages or disqualification for up to 3- x years.

    Under the Criminal Code:
    Article 171. Illegal Entrepreneurship
    1. Carrying out entrepreneurial activity without registration or in violation of registration rules, as well as submitting documents containing deliberately false information to the body performing state registration of legal entities and individual entrepreneurs, or carrying out entrepreneurial activity without special permission (license) in cases where such permission (license) is mandatory, or in violation of licensing requirements and conditions, if this act caused major damage to citizens, either the state or the state is involved in the extraction of income in a large amount (over 250 thousand rubles), - shall be punishable by a fine in the amount of up to 300 thousand rubles or in the amount of wages or other income of the convicted person for a period of up to two years, or by compulsory labor for a period of 180 240 hours

    2. The same act:
    a) committed by an organized group;
    b) associated with the extraction of income in an especially large amount (over 1 million rubles), shall be punishable by a fine in the amount of from 100 thousand to 500 thousand rubles or in the amount of the wage or other income of the convicted person for a period of one year to three years or by LOSS OF FREEDOM TERM UP TO 5 YEARS with a fine in the amount of up to 80 thousand rubles or in the amount of wages or other income of the convicted person for a period of up to six months or without it.


    Share capital: what and in what form?

    When registering a company, it will be necessary to choose the size of the authorized capital and decide whether you (the founders) will deposit it in money into a savings account in a bank or with property. In the Russian Federation today the minimum authorized capital for LLC is 10,000 rubles. If you contribute the authorized capital with property, I do not recommend making it in excess of 20,000 rubles, since in this case an independent assessment of this property is necessary. And additional pieces of paper in the tax, additional chances of having problems with registration. It should also be more or less prudent to evaluate the property that you transfer to the company against the registered capital. The fact is that if you write down 20 computers and announce their value in the amount of 15,000 rubles, this may raise a number of questions for you with the tax.


    Opening a bank account (potential difficulties)

    You contacted the company or prepared the documents yourself, decided on the size of the authorized capital and the legal address, passed the documents and a week later received copies of them and a certificate of state. registration, certificate of registration of the taxpayer and a couple more certificates and pieces of paper.
    Hooray, now you have a company.

    But you still need to open a bank account, after which you will already be able to fully conduct financial and economic activities.
    Opening an account with various banks takes 5 to 15 days after submitting the documents, if all the documents are in order and the bank has no questions for you.
    Here, by and large, there is nothing complicated.

    Having chosen a bank (guided by its reliability, tariffs, advice of friends and acquaintances) to open an account, I would recommend coming there and having obtained a package of documents in electronic and printed forms, go through each item of documents and make notes for yourself. And also to write down what copies and what documents you will need to hand over, whether it is necessary to certify these copies and other trifles. Do not be shy to ask a lot of questions, this will save you time in the future. You can also request a package of documents by e-mail in the bank branch, in which you will open an account, and simply do not fill in the fields in which you are not sure, but fill them directly in the bank branch under the strict guidance of its employees.

    An important point: After opening a current account, you must notify your tax authority within 5 days. Own is the tax to which you are assigned at the place of registration of the company. For notification, you need to fill out a form which you can get there and hand it over. Sometimes it may be necessary to do this in duplicate, one of which remains with you as a document confirming that you have notified the tax, in case the delivered paper is lost somewhere.

    For untimely tax notification about opening a current account, the minimum fine is 5000 rubles.


    Work with cash, salary, Internet banking

    Internet banking

    After opening a current account, you will receive at least your copy of the contract and a piece of paper on which all your bank details will be.

    I would recommend immediately after receiving to sign an additional agreement with the bank on receiving the Internet banking system or receiving keys for the Internet client system (names may vary in different banks but the general essence is the same).

    Why is this necessary?

    The pluses are obvious and yet in my opinion they should be voiced:
    1. It’s convenient.
      You don’t have to go to the bank every time with a payment order and all the information about the movement of funds will always be at hand. Statements, payments, bills, payment of taxes - all this will take place simply and from any place where there is the Internet and your flash drive / disk / computer with a set of keys and you with a password and login. Almost like webmoney :-)
    2. Bank rates for servicing using Internet banking systems are usually several times cheaper than manual servicing.


    Work with cash

    If you are planning at least some kind of work with cash (here we are talking about issuing wages in cash, receiving cash to buy equipment for cash, etc.), then you will need to issue a checkbook at the beginning of each quarter submit a few pieces of paper to the bank, which will add paper and accounting hassle to you. Moreover, the bank is obliged to notify the tax authority that you are working with cash, and some banks, once a year, without fail require full reporting on cash withdrawn for any needs.

    Again, if not absolutely necessary, I would not recommend contacting with cash. For wages, you can issue plastic
    cards for employees, and for the purchase of equipment or whatever else use cashless payments.

    Wage


    Salaries are paid to employees in accordance with the staffing table, which we forgot to mention. After creating the organization, it is necessary to create and approve the staff list. In a nutshell, the staffing table is a document that spells out the entire job structure of your company and indicates salaries and allowances for each of the posts. The form and examples of staffing are easy to find on the Internet.

    When assigning salaries to employees, it is necessary to take into account that the staffing table indicates the amount, taking into account 13% of income tax. That is, a person will receive 13% less in his hands.

    You also need to remember that in addition to these 13%, you will also have to pay 14% in the PFR and in the amount of approximately 3-5% taxes to the FSS and a tax on injuries (something like that).
    Thus, if you assign a salary to an employee of 30,000 rubles, you will need to additionally pay taxes of the order of 10,000 from each employee.

    If you are not sure about the quick receipt of large incomes and there is a risk that you simply can’t cope with paying large salaries and taxes immediately, but you also do not want to limit yourself to a small salary in the future, a relatively low salary can be used as an option. but at the same time the possibility of paying bonuses, which will be spelled out in the employment contract. At the same time, we do not recommend tying bonuses for anything, whether it be company turnover or any other factor.

    We are distracted by questions related to taxes, we will return to the issue of paying salaries to employees.
    As I wrote above, it is best to pay employees salaries on plastic cards. You can issue plastic cards for all employees absolutely free of charge in some banks, if you conclude a salary project agreement with them or an additional agreement if you draw up cards in the same branch of the bank where you have an account. Here, too, it is worth paying attention to tariffs and finding out all the details of filling out documents with a bank employee.

    PS Surely I missed or forgot something. If you have questions or clarifications, I will be glad to answer and comment on them. Everything written is based on my own experience.

    PPS First topic. I hope for someone it will be useful. Thanks to everyone for the karma, transferred to “My business”.

    UPD Added information on registration at the place of residence.
    UPD2 According to anuchin , registering at the place of residence is not so simple.
    UPD Topic renamed by agreement with 4orever , which published the first part.

    Also popular now: