Self-registration of LLC full step by step instructions

Reference: May 5, 2014 a law came into force that introduced a notarized power of attorney for persons applying to the registration authority on behalf of the applicant when registering enterprises and changes ( the federal law dated 05.05.2014 No. 107-FZ). Notarised power of attorney required from all founders of the company. The notary certifies the signatures of all founders. It is possible at different notaries! Recent changes in the procedure for registering an LLC.

Attention:

The prices shown on our website are correct.

When contacting our company to provide step-by-step LLC registration services, you will be provided with:

• Free consultation;
• Possibility of rendering separate stages of the service;
• Individual approach and assigning a specific specialist to you;
• Discounts for regular customers;
• Selection of a legal address (partners proven over the years);
• Urgent preparation of documents (it often happens that it “burns”, we can also handle this); ;
• Accompanying you by an employee of the company to the notary without a queue;
• Free consultations in the course of your registered company's activities:

Step-by-step instructions for self-registration of an LLC

Step-by-step instructions for registering a company with limited liability(OOO) independently developed on the basis of own experience, and the main purpose of writing it is to familiarize beginner entrepreneurs, as well as lawyers inexperienced in this field, with the process of initial registration of a company with such an organizational and legal form as a limited liability company.

For greater convenience, the instructions are divided into sections corresponding to certain stages of the registration process, as well as issues that arise during the registration of an LLC.

Introduction

Registration of LLC is regulated by the following legislative acts: N 14-FZ “On Limited Liability Companies; N 129-FZ "On State Registration of Legal Entities and Individual Entrepreneurs";

Legislatively, the procedure for registering an LLC in Moscow does not differ from the procedure for registering a company in another region of the Russian Federation. Despite this, for one reason or another, the requirements for a set of documents, as well as for the process of registering an enterprise itself, presented by the registration authority of the city of Moscow (MIFTS No. 46 for Moscow) may differ from the requirements of other tax inspectorates.

Immediately before the start of registration of a company, entrepreneurs often face a number of difficult questions, for example, what will the organization be called or what should be the authorized capital of the Company, how much time and money will it take to register a company?

So, what should you think about first of all when registering an LLC on your own?

1. NAME OF THE ORGANIZATION TO BE REGISTRED!

The choice of the name of the organization is limited not only by your imagination: there are a number of requirements that must be met. So, the company must have a full company name and have the right to have an abbreviated company name in Russian.

The full corporate name of the company in Russian must contain the full name of the company and the words "limited liability". The firm name of the company in Russian cannot contain other terms and abbreviations reflecting its organizational and legal form, including those borrowed from foreign languages.

In the application for registration of an LLC in the form P11001, the company name of the LLC is indicated only in Russian, in the charter - at will: in Russian, in a foreign language, in the language of the peoples of the Russian Federation.

Consider several options for the name of the organization and typical errors when choosing it:

Example #1, correct:
Full name: Limited Liability Company "Consent"
Abbreviated name: OOO "Consent"
Company name: Limited Liability Company "Consent"

Example #2 is correct:
Full name: Limited Liability Company "Sunny Day"
Abbreviated name: LLC "SD"
Brand Name: Sunny Day Limited Liability Company

Example #3, wrong:
Full name: Limited Liability Company "Dobry Chas"
Abbreviated name: Good Chas LLC
Brand Name: Good Chas LLC

What is the error: the business name does not contain the word "limited".

Example #4, wrong:
Full name: Limited Liability Company "Tourism Fund"
Abbreviated name: LLC "Tourism Fund"
Company name: Limited Liability Company "Tourism Fund"

What is the error: all names contain the words Fund, which is an indication of non-commercial form organizations.

Example #5, wrong:
Full name: Limited Liability Company "Symbol Ltd"
Abbreviated name: LLC "Symbol Ltd"
Company name: Limited Liability Company "Symbol Ltd"

What is the mistake: all names should be only in Russian.

Ability to name your company foreign language, of course, there is. Name in foreign language: LLC "Symbol". English language.

If you write the name of the company in capital letters (or the first letters of the name will be capital letters), then later in all official documents it will be necessary to indicate the name of the company in this spelling.

PROHIBITIONS ON THE NAME OF THE COMPANY

I would like to draw attention to the fact that there are specific prohibitions on the content of the name legal entity. The company name of a legal entity may not include:

1) full or abbreviated official names Russian Federation, foreign states, as well as words derived from such names;
2) full or abbreviated official names federal bodies state power, public authorities of the constituent entities of the Russian Federation and local governments;
3) full or abbreviated names of international and intergovernmental organizations;
4) full or abbreviated names public associations;
5) designations that are contrary to public interests, as well as the principles of humanity and morality.

COINCIDENCE OF NAMES OF ENTERPRISES

It is not allowed for a legal entity to use a company name that is identical to the company name of another legal entity or confusingly similar to it, if these legal entities carry out similar activities and the company name of the second legal entity was included in the unified State Register legal entities earlier than the trade name of the first legal entity.

Since the registration authorities do not monitor the coincidence of company names, the problem of name coincidence is controlled by the applicants themselves. Most of the time no one pays attention to same names company, but it may also happen that the name of another company can be patented. As a result, it will be necessary to change the name of the enterprise, as well as to compensate the right holder for the losses caused.

A legal entity that has violated the exclusive right to the company name of another person is obliged, at the request of the right holder, to stop using the company name that is identical to the company name of the right holder or confusingly similar to it, in relation to activities similar to the types of activities carried out by the right holder, and compensate the right holder for the losses caused .

2. Address when registering an enterprise

The location of your organization (“legal address of the company”).

The Law "On Limited Liability Companies" is not so informative regarding the concept - the address of the location of the Company, so it can be learned from it that the location of the company is determined by the place of its state registration.

In addition, information about the location of the Company must be indicated in the Charter of the company, i.e. The charter of the organization must contain information about the location of the company. In addition, the seal of the Society must contain an indication of its location. It follows from the Civil Code of the Russian Federation that the location of a legal entity is determined by the place of its state registration.

State registration of a legal entity is carried out at the location of its permanent executive body, and in the absence of a permanent executive body - another body or person entitled to act on behalf of the legal entity without a power of attorney.

The Civil Code of the Russian Federation gives us more understanding regarding the location of the Company and already specifically links the legal address of the LLC with the location of the permanent executive body - the General Director.

The law on registration of organizations does not require any confirmation of the address of the company (legal address) at the time of submission of documents for registration, but in practice the entrepreneur is forced to draw up documents from the owner of the leased premises confirming the fact of its provision. Letter of the Federal Tax Service of the Russian Federation dated February 1, 2005 No. 14-1-04 / [email protected], according to which the application is considered incorrectly executed if it contains an illegally used address, and tax office there is relevant information, the registration authority may refuse to register an LLC.

Ideally, the document confirming the availability of premises for company registration is a lease agreement. But due to the fact that in order to conclude a lease agreement, it is necessary to have an already registered company with details, there is no way to provide this very lease agreement to the registering authority. It would seem that, vicious circle but there is a way out!

You can ask the owner of the premises for a letter of guarantee or an “agreement of intent”, confirming the fact of providing an office and submit it yourself when registering an LLC. This letter must contain details for identification and communication with the addresser. And that's why?

At one time, the registration authorities fulfilled the requirements of N 129-FZ literally, registering firms at any legal address indicated in the application, but then refusals to register companies rained down due to “non-confirmation” of the address of the Company.

COMPANY LOCATION ADDRESS CONFIRMATION

In order to combat fly-by-night firms, the Federal Tax Service of Moscow has introduced a new regulation for checking legal addresses, according to which each organized legal entity must be checked for an agreement with the owner of the premises in which it intends to operate and which is indicated in the application for registration as a "location" of a legal entity.

The procedure for this verification is as follows: upon receipt by MIFNS No. 46 of documents for registering a company or registering a change in the address of a company, the inspection must send a request to the relevant territorial inspection to verify the address data. The territorial inspection within three days from the receipt of the request must contact the owner and confirm or not confirm the data.

According to this regulation, events can develop as follows:

A) the inspector will be able to contact the owner, and he will confirm the fact of providing the premises at the address of the company's location, which is the reason for making a positive decision on the state registration of the company;
b) the owner has not confirmed either the fact of concluding a lease agreement or the intention to provide premises for the placement of the executive body of the company in it, in this case there are all grounds for refusing to state. company registration;
c) the inspector failed to find the owner of the premises;

In case c) the registering authority must decide on the registration of a legal entity or changes in legal entities. address and is obliged to continue the search for the owner of the premises.
In practice, this regulation is interpreted and applied with significant discrepancies from its actual requirements, "untying the hands" of the tax authorities and giving them another opportunity to issue unlawful refusals in the state registration of an LLC.

This is mainly due to the shortage of staff and information support, which to a large extent prevents the establishment of communication with the owners of the premises and their confirmation of the fact that the premises were provided for the location of the executive body of the company (as a legal address).

It's no secret that the owner of the premises can be more than one person, that the owner can be on vacation, etc. and will not be contacted. And although this is not a basis for refusing to register a company, the inspection issues a decision to refuse state registration. registration of the company, motivating his decision by the lack of a response from the owner.

WHICH ADDRESS SHOULD I REGISTER THE COMPANY?

Of course, the ideal and most problem-free option is to register an organization at the address where the company's office is located or it is planned to conclude a lease agreement for the premises. But there are a number of reasons why founders do not register companies at location addresses, starting with the banal - no need for an office, for example, an online store, ending with frequent moves and the fact that the landlord simply refuses to conclude a lease for one reason or another. In addition, one cannot but say that more than often organizations located at the place of registration of an LLC that provided letter of guarantee, who have concluded real contracts with the owner, face problems during registration. If you sort it out, then business centers and any large office buildings automatically fall into the "black" lists (mass registration addresses) of legal addresses.

These and other reasons have now created a large market for legal addresses, where prices range from 4,000 to 100,000 rubles. for a contract for 6-11 months.

It happens that such contracts turn out to be fake and simply printed out on a color printer, but there are contracts (legal addresses) at which postal services are provided, the ability to be at the registration address in case of verification, and even with payment by bank transfer.

Despite the fact that according to paragraph 3 of Art. 288 of the Civil Code of the Russian Federation, the address of the residential premises cannot be indicated as the location of a legal entity, the registering authority, as a rule, registers companies at the home address of the founder, if the apartment is owned or privatized.

Repeating, I would like to say that the best legal address is the address where your company is officially registered and located. But when this is not possible, then alternative options can be used.

3. Selection of OKVED codes for registering a company (type of activity of the organization)

Kinds economic activity (OKVED codes) What will your organization do in the future?

Based on the Law "On Limited Liability Companies" (LLC), when registering an LLC, the step-by-step instructions must take into account civil rights and obligations that the company must comply with in order to carry out any types of activities not prohibited by federal laws, if this does not contradict the subject and goals of the activity, specifically limited by the company's charter.

This means that the charter does not need to list all the activities that you intend to engage in. If you do not specifically limit the types of activities that your company can engage in, then it will be able to engage in any kind of activity. Certain types activities, the list of which is determined by federal law, the company may be engaged only on the basis of a special permit (license).

The Federal Tax Service, in Letter No. ChD 6-6/671 dated September 25, 2008, drew the attention of entrepreneurs and representatives of organizations that there are currently two All-Russian Classifiers of Economic Activities (OKVED) in the country:

1. All-Russian classifier of types of economic activity (OKVED) OK 029-2001 (NACE rev. 1), introduced by the Decree State Committee Russian Federation for Standardization and Metrology dated November 6, 2001, No. 454-st;

2. All-Russian classifier of types of economic activity (OKVED) OK 029-2007 (NACE Rev. 1.1), introduced by Order of the Federal Agency for Technical Regulation and Metrology dated November 22, 2007 No. 329-st.

The tax authorities indicated that for the purposes of state registration of legal entities (IP, LLC, CJSC), individual entrepreneurs and peasant (farm) households, the first of the named classifiers is used: OKVED OK 029-2001 (NACE rev. 1). For those who independently choose the types of activities for registering a company, there are several rules:

The application for registration indicates all types of economic activities of a legal entity that are subject to inclusion in the Unified State Register of Legal Entities. The main type of economic activity is listed first.

If the number of activities is more than 10, then the second sheet And is filled out, more than 20 - the third sheet And, etc. At least 4 digits are indicated of the All-Russian classifier types of economic activity.

There is no need to choose "half of the directory" of activities (try to choose no more than 20 types of activities, because one code, as a rule, means a fairly large amount of services provided.)

After the registration of the company, an Extract from the Unified State Register of Legal Entities is issued, which contains information on the types of economic activity (OKVED) and Information Letter of the State Statistics Committee, which is an integral part of the constituent documents of the Company.

4. Founders (participants) of LLC

The next stage is the founder of the company. The Law "On Limited Liability Companies" (LLC) provides for the requirements for the members of the Company: Members of the company may be citizens and legal entities.

When registering an LLC on your own using step-by-step instructions, remember that the number of participants in the company should not be more than fifty. A company can be founded by one person, who later becomes its sole participant, and can also subsequently become a company with one participant. The company cannot have as its sole member another economical society, consisting of one person.

Do foreign founders need to come to the Russian Federation

Registration of LLC with 100% foreign participation

Members of the company may be citizens and legal entities (including foreign ones). You can be the only member of the society and at the same time be its CEO.

The participants of the company are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of their contributions. In other words, having created your company (LLC), you are responsible for its obligations within the limits of your authorized capital.

COMPANY MEMBERS HAVE THE RIGHT:

1) participate in the management of the affairs of the company in the manner prescribed by the Federal Law and the constituent documents of the company;
2) receive information about the activities of the company and get acquainted with its accounting books and other documentation in accordance with the procedure established by its constituent documents;
3) take part in the distribution of profits;
sell or otherwise transfer your interest in authorized capital the company or its part to one or more participants of this company in the manner prescribed by the Federal Law and the charter of the company;
4) withdraw from the company at any time, regardless of the consent of its other participants;
5) to receive, in the event of liquidation of the company, a part of the property remaining after settlements with creditors, or its value. In fact, being a member of the society, you do not need to work in this society.

SALE OF SHARE IN LLC

You also have the right to sell your share in the authorized capital of the Company at any time or withdraw from the Company subject to certain requirements.

The change in the membership of the Company's Members is also regulated by the law "On Limited Liability Companies" (LLC).

A participant in a company has the right to sell or otherwise assign his share in the authorized capital of the company or part of it to one or more participants in this company. The consent of the company or other members of the company to make such a transaction is not required, unless otherwise provided by the charter of the company.

Instructions for changing participants in an LLC

The sale or assignment in any other way by a participant of the company of his share (part of the share) to third parties is allowed, unless this is prohibited by the charter of the company. Of course, a change in the composition of the Company's Members is subject to state registration in the form of changes made to the Unified State Register of Legal Entities and the Company's Constituent Documents. This procedure is slightly different from the initial registration of a company, although there are similar points.

5. Society management. CEO of the company being created

The next question when registering an LLC on your own: The sole executive body of the Company is the General Director.

The management of the current activities of the company is carried out by the General Director.

Consider the powers of the General Director defined by the legislation of the Russian Federation. CEO:

1) acts on behalf of the company without a power of attorney, including representing its interests and making transactions;
2) issues powers of attorney for the right of representation on behalf of the company, including powers of attorney with the right of substitution;
3) issues orders on the appointment of employees of the company, on their transfer and dismissal, applies incentive measures and imposes disciplinary action;
4) exercise other powers not related to the competence general meeting members of the company, the board of directors (supervisory board) of the company and the collegial executive body of the company.

From the above, it follows that all responsibility for the activities of the company lies on the shoulders of the General Director. The General Director of the company may be elected from among its Participants, may also be an employee, and at the same time the General Director and sole member societies can be in one person.

The general director is elected by the general meeting of the company's participants for a period determined by the company's charter.

The procedure for the activities of the General Director and the adoption of decisions by him is established by the charter of the company, internal documents company, as well as an agreement concluded between the company and the person exercising the functions of its sole executive body.

The Articles of Association of the Company may limit not only the term of office of the General Director, but also various functions, such as the amount of transactions that do not require approval by the General Meeting of Members of the Company, and even the nature of transactions, for example, a ban on the alienation of real estate of the company.

Subsequently, the General Director acts on behalf of the company without a power of attorney, signs contracts, payment documents, including being an applicant for state registration of changes in information about a legal entity.

6. Authorized capital upon registration of an LLC

At step by step registration An LLC should independently remember an important aspect - the authorized capital of the Company - its size, method of payment and, of course, distribution among the founders.

The size of the authorized capital of the company must be at least one hundred times the minimum wage. The authorized capital of the company determines minimum size his property guaranteeing the interests of his creditors. To date, this value is 10,000 rubles.

Yes, you can contribute ten thousand rubles to the authorized capital of the Company, and this is the norm, but you must not forget about the prestige of the company. It would not be superfluous to note that the size of the authorized capital of the Company, especially if these are large amounts, gives some confidence and increases confidence in the company.

The size of the authorized capital of the company and the nominal value of the shares of the company's participants are determined in rubles. The size of the share of a company participant in the authorized capital of the company is determined as a percentage or as a fraction.

The size of the share of a member of the company must correspond to the ratio of the nominal value of his share and the authorized capital of the company.

Example #1.
The amount of the authorized capital of the Company is 10,000 rubles, one Member. The authorized capital of the Company is made up of the nominal value of the shares of its participants:

Smirnov Andrey Andreevich - the nominal value of the share is 10,000 rubles, which is 100% of the authorized capital of the Company.

Example #2.
The amount of the authorized capital of the Company is 15,000 rubles, 3 Members of the Company. The authorized capital of the Company is made up of the nominal value of the shares of its participants:

Ivanov Ivan Ivanovich - the par value of the share is 5,000 rubles, which is 1/3 of the authorized capital of the Company.

Petrov Sergey Ivanovich - the par value of the share is 5000 rubles, which is 1/3 of the authorized capital of the Company.

Sidorov Ivan Sergeevich - the par value of the share is 5,000 rubles, which is 1/3 of the Company's capital.

The part of the company's profit intended for distribution among its participants is distributed in proportion to their shares in the authorized capital of the company. Each member of the company has a number of votes at the general meeting of members of the company, proportional to his share in the authorized capital of the company.

Such a procedure for distributing profits and determining the number of votes at a general meeting may be changed by a decision of the general meeting of participants of the company unanimously, by amending the charter of the company or when creating the company.

You can register a limited liability company on your own, or with the help of an authorized person. True, for this you will have to draw up an appropriate power of attorney.

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This is possible only when the founder or a group of founders decides to create an LLC and the charter of the organization. In addition, the company must have its own legal address, name and authorized capital (at least 10 thousand rubles). Only then will it be possible to carry out such a procedure as state registration.

How many founders can an LLC have? The legislation establishes that this number should not exceed 50 people. In practice, this is just one or a few people. A legal entity can also establish an organization, but only together with individuals. An important condition is that a limited liability company must have a general director. Most often, one of the founders becomes one of the founders, and then the term of his management of the LLC can be indefinite.

If an employee is chosen as the general director, then he is appointed for 1, 3 or 5 years.

As for the name of the organization, the full name must be in Russian. In the full name of the company, the abbreviation "LLC" must be deciphered. A foreign name can be an addition and should also be written in full and abbreviated versions. Choosing a name, you should adhere to the requirements Civil Code of the Russian Federation, or rather, Article 1473. In addition, before founding an LLC, you should familiarize yourself with the Federal Law of February 18, 1988 “On Limited Liability Companies”.

Transfer of powers

A power of attorney is a written confirmation of certain powers for the implementation of representation, which one person transfers to another person (Article 185 of the Civil Code of the Russian Federation). A notarized power of attorney makes it easy to submit or withdraw documents from the tax authorities, including registering various companies and enterprises.

The founders can also expand the powers of a trustee to open a company account, receive a seal, etc.

But there are some nuances:

• in order to submit documents for registration of an LLC, a power of attorney signed by the founder or, if there is more than one, by all the founders is required;
• under such a power of attorney, a person can not only submit Required documents, but also then pick up the papers confirming the registration of the LLC;
• the power of attorney must be notarized.

Sample power of attorney for registration of LLC

Subjects

All persons eligible to apply for registration law firm to the relevant authorities, may transfer this right to any other person.

If there is more than one founder, then the power of attorney must be signed by all participants.

Most often, trustees are employees of firms who draw up the relevant papers or legal advisers. But in practice, such a person can be anyone, at the request of the principals.

Registration procedure

It is important to remember that without notarization, this document has no legal force, which means that registration of an LLC will be impossible. With an uncertified power of attorney, an application from registration will simply not be accepted. The notary must confirm that the signatures of both parties on the document are real. Then he is obliged to explain to the authorized person and the principal their duties and rights, as well as all the legal consequences of this power of attorney.

The power of attorney to register an LLC must contain the following information:

• date of compilation;
• city ​​name;
• Full name and details of the founder (founders);
• the name of the body in which the representation will take place;
• a list of powers that are transferred to a trustee;
• the validity period of this document;
• additionally: whether the authorized person has to transfer his powers to a third party.

A power of attorney must be provided by a notary.

The applicant provides the notary with all important documents relating to a limited liability company. This must be the memorandum of association, the charter of the organization, the OGRN and the passport of the applicant (or all the founders of the legal entity). The notary carefully checks all these papers and only then draws up a power of attorney package.

Registration of LLC by power of attorney

State registration of any legal entity occurs on the basis of an application. Together with this, all required documents are collected, including a power of attorney. State registration of an LLC takes place at the tax office at the location of the legal entity. At the same time, the procedure for registering an organization by proxy does not differ from registration by the founder of an LLC.

The documents

It will not work to register an LLC without a full package of documents. And this procedure should be approached with special attention.

Therefore, in addition to the power of attorney, without fail will have to prepare:

• application for state registration;
• power of attorney;
• documents confirming the activities of the organization;
• charter of the organization in two copies;
• minutes of the meeting at which the decision to establish the LLC was made;
• receipt of payment of state duty;
• documents on the ownership of the premises, which is located at the legal address of the LLC.

There is a special form for such an application for registration -. After filling it out, it must be signed by the applicant, that is, the authorized representative. At the same time, his signature must also be notarized. The notary writes down the necessary information in the appropriate fields, signs the application, seals it, etc.

All documents must be authentic and reliable, as the law provides for a fine of 5,000 rubles for non-compliance with the data.

In order to check, the tax inspector may request a letter from the owner of the address where the LLC will be registered. Despite the fact that the law does not require the provision of such a document, it is better to play it safe. This paper must be original. If the organization will be located at the home address, you should attach a document on the ownership of the apartment and consent to the registration of LLC residents of the house.

The law does not establish a specific method for collecting the documents required for registration. You can do it yourself, or you can seek help from specialists. Despite the seeming simplicity of the whole procedure, collecting all the documents and processing them correctly is not an easy task. It is such a specialist, on the basis of a power of attorney, who can draw up a package of documents and register a company. This decision depends on the founder or group of founders of the organization.

Filing with the tax office

Usually the registration of an LLC is carried out within 5 days (working), but in Moscow the period can be up to 7 days. These terms are usually indicated in a special receipt, which is issued to the applicant after the submission of documents. It is also important to open a temporary bank account and deposit a certain authorized capital of the organization into it.

You must pay the amount 4000 rubles. There is also important point– tax must be paid after the protocol or decision on the establishment of a legal entity is signed.

In the case when there are several founders of the organization, payment of the state duty is made:

• the person who is appointed responsible for the registration of the LLC;
• the amount is divided among all participants, and they pay their shares.

You should also be aware that often the founders of an LLC are going to use a simplified taxation system. In this case, 2 copies of the relevant statement should be added to. Legislation is allowed to submit such a request within a month after the registration of the LLC. After the tax inspector accepts all the papers on the registration of a legal entity, the applicant is issued a receipt. It indicates the date of registration and a list of documents submitted for consideration.

Notification

By law, in 2019, registration with funds such as the FSS and the PFR is carried out by the tax inspectorate. This is also evidenced by the Federal Law "On State Registration of Legal Entities and Individual Entrepreneurs". According to this normative document, within 5 working days after the registration of the organization, the registering authority (in this case, the tax office) is obliged to submit all the necessary information to these funds.

The FSS and the PFR, in turn, must register the LLC and send a corresponding certificate about this.

This is also done during 5 days.

But, as practice shows, in some cases, the founders of organizations have to resolve this issue on their own.

In order to obtain an insurance certificate, you must provide the following documents:

• a copy of the certificate of registration of a limited liability company;
• a copy of a special extract from the Unified State Register of Legal Entities;
• a copy of the certificate confirming tax registration;
• power of attorney (if necessary).

Obtaining registration documents

The founder or authorized representative can take the documents confirming the registration of the LLC. In order to receive documents by proxy, you must make a corresponding note in the application for registration. According to the Federal Law “On State Registration of Legal Entities and Individual Entrepreneurs”, the registration of an LLC may be refused.

The reasons:

• if not a complete package of documents was provided;
• if the documents were given to the wrong registration authority.

In addition, there are additional reasons due to which the registration of an LLC will have to be postponed:

• when the corporate name of the organization does not meet all the requirements of the Civil Code of the Russian Federation;
• if there are no dates on the papers;
• invalid passport details of the founders of the organization were provided;
• the location of the legal address is not true.

If the registration of the company was successful, the tax office issues:

• certificate of state registration;
• charter;
• certificate of tax registration;
• List of records in the Unified State Register of Legal Entities.

After the company has been registered, its founders need to receive statistics codes, be sure to make a seal, appoint a chief accountant and compile a list of LLC participants.

Registration of an LLC by proxy takes place in a manner similar to that used in ordinary cases. The only difference is that in addition to the standard package of documents, the applicant will need to draw up a power of attorney in the name of the representative and notarize it. In this case, the absence of a notary's signature is the basis for refusal to register. Please note that you can complete the registration procedure on your own, as a rule, the involvement of a representative is required in the absence of free time or the necessary information. As a trustee, both a person who is an acquaintance or relative of the principal, and a representative of a specialized organization that provides services of this kind can act.

Is it possible to register an LLC by proxy and how to do it, you can find out from the following material. It should be noted that the involvement of a representative acting on behalf and in the interests of the principal has not only pluses, but also minuses. The article provides information on the advantages and disadvantages of registering an LLC by proxy, as well as the procedure for implementing the procedure, its features and conditions for implementation.

Before applying to the tax office for the purpose of registering a company, its founders/founder must resolve the following issues:

• make a decision to establish an LLC;
• prepare the charter of the company;
• come up with a name;
• to have in stock authorized capital, the size of which must match established by law requirements, and this is not less than 10,000 rubles;
• settle all questions regarding the legal address of the future company.

Legislative requirements for LLC, conditions for creation

A limited liability company can be founded by one or several founders, the main thing is that the total number of participants does not exceed 50 people. At the same time, there are no restrictions on the status of participants by law. The founders of an LLC can be both individuals and legal entities.

According to the law, an LLC must have a director, most often the founders choose one of the founders for this position, however, the involvement of an outside person is also not excluded. If one of the members of the company is appointed director, the term of office is usually quite long, most often the period of management by such a person is indefinite. If an outside employee is recruited for the position of director, the term of the contract on the basis of which he performs his duties is from 1 to 5 years.

LLC name requirements:

1. the abbreviation LLC in the full name of the company is submitted in decrypted form;
2. the name must be exclusively in Russian. If the founder wants to add foreign words to the main name, they will need to be written in both full and abbreviated versions.

The list of requirements presented is not exhaustive. Additional rules and requirements for the name of an LLC are regulated by the relevant norms of civil law, as well as special laws, in particular the Federal Law "On LLC" of 1988.

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Features of the delegation of authority procedure

According to civil law, a power of attorney is a special document confirming the transfer of powers from one person to another. The transferor is the principal, the receiver is the representative. Based on the power of attorney, the representative acts on behalf and in the interests of the principal. A prerequisite the validity of the power of attorney is its notarization.

With the help of this document, you can perform various legal operations, implement registration actions, which significantly saves time and effort for a businessman, and also allows you to be in several places and perform several procedures at the same time.

As a rule, a power of attorney, in addition to information about the principal and authorized representative, contains a detailed list of powers vested in the representative, as well as the validity period of the document. So, the founders of an LLC can authorize a representative to perform such operations as opening a personal account, obtaining a seal, transferring registration documents to the tax authority, and so on.

However, do not forget about some of the nuances:

1. the power of attorney issued for the registration of an LLC must be signed by the founder of the company. If there are several founders, all LLC participants must sign;
2. the presence of a power of attorney allows the representative not only to transfer the registration documents to the tax office, but also to pick up the finished materials at the end of the registration procedure;
3. A power of attorney not certified by a notary has no legal force. The same rule applies to a power of attorney that has expired.

As for the trustee, then, as a rule, it becomes one of the employees of the company, in official duties which includes paperwork and legal issues, or a legal adviser. No special education or permission is required for this.

Power of attorney requirements

The main condition for the validity of a document is the presence of a notarization. According to the rules for conducting notarial activities, the notary puts his signature under the power of attorney, thus confirming the authenticity of the signatures of the principal and authorized person, their legal capacity and awareness of their actions. Before certification, the notary is obliged to explain to the parties their rights and obligations, if necessary, he will dwell in more detail on explaining the powers of the representative.

The transfer of authority from one person to another should take place of the good will of both the principal and the representative, while the principal must be clearly aware of the nature of his actions and their consequences.

The power of attorney must contain the following information:

1. date of preparation of the document;
2. the name of the locality in which it was drawn up;
3. information about the founder who acted as a trustee. If there are several participants, the full name of each should be indicated;
4. the name of the body in which the authorized person will represent the interests of the principal;
5. a list of powers, the implementation of which the principal entrusts to the authorized person;
6. the validity period of the document, that is, the period during which the representative will be able to act on behalf of the principal.

If the representative has the right to delegate the execution of the powers entrusted to him to a third party, this should be indicated in the text of the document.

The principal must have the following documents with him:

• memorandum of association;
• charter of the company;
• passport of the founder / founders;
• registration number about the creation of a legal entity.

Free preparation of documents for registration of an LLC and convenient online bookkeeping available to you on the My Business service.

The procedure for registering an LLC by proxy

Regardless of the method of registration, by personal visit to the tax authority or through a representative, the main document on the basis of which further registration actions will be carried out is the corresponding application. You will need to attach the documents necessary for the implementation of the procedure to the application, and then submit them to the tax service located at the location of the company (meaning the legal address of the company).

Package of documents:

1. statement of the established form;
2. power of attorney;
3. founding documents;
4. decision to establish an LLC in the form of a protocol;
5. title documents for the premises in which the LLC will conduct its activities. If the premises will be used on the basis of a lease agreement, an appropriate agreement must be provided;
6. receipt confirming payment state duty. Today it is 4 thousand rubles. The founder of the LLC must pay the state fee, if there are several of them, the payment is made by the person appointed responsible for registering the company, while the fee is distributed among all participants in equal shares.
7. statement about use of the simplified tax system during the implementation entrepreneurial activity. Served in 2 copies.

Having accepted the documents, the registrar is obliged to issue a receipt to the applicant or his representative indicating the date of application and the list of materials provided.

During the preparation of documents, one should be extremely careful, since the submission to the registration authority of false documents or materials that do not correspond to reality is the basis for bringing the applicant to legal liability.

When specifying the legal address of the company, you need to remember that tax officials can check it if necessary, so the information must be reliable. If the main office of the LLC is, for example, the apartment of one of the participants in the company, you will need to submit the following materials to the registration authority:

• title documents for real estate;
• the consent of the residents of the house to register an LLC at this address.

The term for consideration of the application, as a rule, does not exceed 5 days. In some cases, it can reach a week, but no more.

Employees of the tax service are obliged to provide information about the registered LLC in the Pension Fund and the FSS within 5 days in order to register the company. Having registered an LLC, PF and FSS must send the registration documents to the founder by mail.

To registration documents include:

• Certificate of state registration of LLC;
• charter;
• certificate of registration with the Federal Tax Service;
• extract from the Unified State Register of Legal Entities.

After the implementation of the procedure, the founders of the company will need:

• order a print;
• hire an accountant;
• get statistics codes;
• create a list of founders.