Snezhinka LLC - Part 1. Step-by-step registration guide.
Close communication with the tax inspectorate, I can only compare with the orgy. Therefore, the introduction is named that way. Moreover, this process gives painful sensations not only to
After discussing the future business with a partner and choosing an engine for an online store, the question arose about registering a company. The catalog is not yet full, the site search engines have not yet seen in person, so there was no particular rush in registration, but I did not want to pull it. Nevertheless, the first customers can come from offline, and we can’t even set an invoice.
Due to the difficult financial situation, it was decided to register the company on its own.
The following costs were assumed:
- Gos. registration fee - 2000 r.
- Gos. fee for copies of constituent documents - 400r x 2 (charter + registered dog.).
- Certification of signature on a statement by a notary - 500-1000 p.
- Total approximately 3300-3800 p. On this, irreparable losses seemed to be limited. It is still necessary to make the authorized capital, but we will not count this money, because you can always spend them later for the benefit of your home office.
In firms that provide services for the registration of firms (sorry for the tautology), they ask about 10,000 rubles. We save in the amount of 7000r. It seemed quite substantial, and we vigorously began to seek information on the subject. For a long time they searched for some detailed HOWTO or even better - step-by-step instructions, but they did not find anything, and the information had to be collected bit by bit both on the Internet and on friends.
Looking ahead, I’ll say that in our case hemorrhoids were not worth the candle. At the time of writing, the documents were submitted for the fourth (!) And, hopefully, the last time (on Tuesday we will find out). Total costs amounted to about 12000r. (due to the fact that the state registration fee is not returned), not counting a lot of their own time (information search, preparation of documents, queues, trips - a total of two weeks). However, in no case do I discourage anyone from doing this on their own. Firstly, as someone already wrote, “I want to go through everything myself.” And secondly, I hope this article will help you save a significant part of your time and nerves and will save you from a number of mistakes that we made.
So to the point.
Next, we will talk about the fictional limited liability company Snezhinka. There are two founders, they are individuals - some Putin V.V. and Medvedev D.A. (any coincidence with real persons is an accident). The Director General and the applicant are Mr V.V.
If in your case there are significant differences compared to Snezhinka LLC (among the founders there are legal entities, branches are planned, a non-standard text of the charter or agreement, etc.), it is better to seek the advice of knowledgeable people or try to study the issue yourself.
- Constituent documents: Articles of Association and Memorandum of Association, both in 2 copies.
- Protocol No. 1 (if there are several founders) or a decision on the establishment of a company.
- Request for a copy of constituent documents
- Receipt for payment of state. fees for the creation of legal faces (2000 p.)
- Receipt for payment of state. Fees for a copy of documents (400 p.)
- Bank statement on opening a savings account
I give links to samples of all documents at the end of the article. All places in documents that need to be changed are highlighted in yellow.
1. Constituent documents
The charter and the contract are standard. You can safely take what is in the attachment. The text should be read, but without much need to change it is better not to make. Of course, it is unlikely that someone will thoroughly study them, but you do not need to create an extra reason to find fault.
The main thing that you need to pay attention to and correct in accordance with your data:
- Article 1, paragraph 1 of the Constitution. Change company name and date; choose one of two:
- in accordance with the decision of the founder
- in accordance with the Protocol of the General Meeting of Participants No. 1.
- Article 2 of the Charter: The company name and location. Particular attention should be paid to this. Firstly, the information here must exactly match the same information in the statement. Secondly, the brand name should contain the words “Limited Liability Company” (for me this was not obvious, but this was the first reason for the refusal, because it was simply written “Snowflake” - it seemed to me that in the brand name everyone writes what he wants). Thirdly, be careful with the root “growing up” (from Russia) - it reached insanity and people were refused with the name of the company “Rosinka”. The fact is that the use of the word Russia, as well as state symbols, is paid separately, that is, it is a source of income for tax-challenging taxpayers, so they are very jealous of this item.
- Article 5 of the Constitution: Members. Complete and accurate passport details must be provided.
- Article 8 of the Charter: The authorized capital of the company and its distribution. If there are two participants, it is better not to divide the percent equally, because in this case, the agreement must separately state how decisions will be made (the majority of votes will not work out).
- The Memorandum of Association (UD) at the very beginning as in the Charter - full passport details of the founders.
- Article 1 Dog: name of the company. Must exactly match the Charter.
- Article 2 Great dane. registered capital. The same as in the Charter.
- Signatures of all founders at the end of the Charter and UD.
- Firmware documents. For those who have never done this: holes are made at the center edge of the sheets at a distance of about 5 centimeters from the center (or holes - how to do it? If you turn it with an awl, then probably holes. If you have a hole punch, then probably holes. By the way, by assurance of accountants, holes with a hole punch when stapling with thread - Moveton :). Next, sew with a needle and thread (it is better to fold the thread in half and pass through each hole 2-3 times to make it thicker). I would like to hope that the color of the threads does not matter, the last time I liked the pink. Leave the rather long ends - you need to glue a piece of paper with the text: “N (“ en ”in words) sheets are stitched and numbered. Putin V.V. Signature". The signature should begin on a piece of paper, and end on a document.
1.a. Copies of constituent documents
The original UD remains in tax. In the everyday life of the company, you will need to quickly copy them (at least to open a current account). Therefore, it is better to take care of copies in advance. To do this, you need:
- Print a copy of the UD except for the last sheet with signatures and firmware.
- Make a two-sided photocopy (!) Of the last pages of the originals (with signatures on one side and firmware on the other). After this, this pile must be sewn again, but the paper (stitching) is no longer needed. Unknowingly, at first I glued pieces of paper as on the originals, but diagonally so that the “Xerox” stitching was not closed. They took me twice, and for the third time they said that it wasn’t necessary to do this, but they still accepted it.
In case of successful registration, you will be given your copies certified by the tax authorities. In case of refusal, you must return the receipt and not certified copies.
2. Protocol No. 1 or Decision on the establishment
Everything is simple here. Edit the example protocol in the attachment, print and sign. It is signed by all participants in the meeting, i.e. all founders.
Once again, pay attention to the indicated shares, passport data and the name of the company - everything should be exactly as in the DD.
If there is only one founder, then the Creation Decision is filled out. Google will share the form.
This document needs special attention.
The application is filled out in form R-11001. You can see it here: n46.ru/Formi/P11001/P-11001-01.htm , download in XLS format here: n46.ru/Formi/BLANKI/blanki.htm In the attachment, an example in the DOC format generated by some program ( Now I don’t remember the name, but Google will probably tell you).
The application is submitted by one founder. The applicant himself signs ALL sheets, even those relating to other founders.
The application consists of two parts. The first part is the first 3 pages. It must be certified by a notary. Sign on the third sheet is necessary only in the presence of a notary, this is the certification of the signature. On the first sheet at the very beginning, the name of the registering authority and the code are indicated. The attachment is filled for FTS No. 46 in default city.
The second part of the application consists of sheets A, B, C, etc. There can be several sheets marked with one letter. For example, as in the attachment - two sheets B, by the number of founders. In this case, do not forget to put down the page numbers in the upper right box.
The attachment contains the most typical case - two founders, without branches, foreign participants, without legal founders. persons, etc. If you have one founder, simply remove the unnecessary sheets. Do not forget to change the numbering.
- Put dashes in the fields that you do not fill out.
- The minimum set of sheets in the second part of the application: B; E (!); I. The absence of sheet E was another reason for me to refuse. It must indicate persons entitled to act on behalf of the legal entity without a power of attorney. It seemed logical to me as a programmer that the CEO, defined on the first page as the executive body, by default has the right to act without a power of attorney. Otherwise, what kind of executive body is it? But the gentlemen in power have a different opinion on this matter - at least the CEO should be indicated on this sheet.
- I repeat about the numbering in the upper right corner.
After the notary has certified and stitched the first 3 sheets of the application, it is necessary to file the rest of the sheets with them. To do this, you can make holes a little higher or a little lower. Do not forget that at the end you need to stick a piece of paper with the inscription: “N (number in words) of the sheets are stitched and numbered. Putin V.V. Signature". The signature begins on a piece of paper (stapled), and ends on a document.
Well, in the end, do not forget to sign on the remaining sheets, which are not certified by a notary. Please note that each sheet is signed.
I won’t write anything about how to fill in the fields, everything seems to be clear.
Oh yes, I almost forgot about sheet I. Here are the OKVED codes (general classifier of types of economic activity). Everyone can find detailed information about what it is and why it is needed. I’ll just say that what your company can do depends on their choice. You can select the appropriate codes from the list: n46.ru/okved.htm . FEA, indicated first, becomes the main for the company.
Photo stitching application: first , second and third
Be careful when filling out and paying. Make sure that all details, name and address are correctly indicated on your copy of the receipt. I was refused for the last time due to the lack of a payer address, apparently the cashier did not fill in due care, because printed every time from one file.
As I already mentioned, the receipt for registration is not returned, in case of refusal you will have to pay again. Receipts for copies of documents must be returned.
And in conclusion : there is no need to help small businesses, just enough not to interfere.
I suggest sending me the reasons why you were denied registration by sending me an e-mail firstname.lastname@example.org. Then I will publish this collection.
A package of documents in DOC format in one ZIP archive, size - 96.5Kb.
Sneijnka LLC - Part 2. Start of business.