Rus Articles Journal

HOW to CREATE Ltd company?


Yes, da Va were not mistaken, the hands. Difficult in it there is nothing. It as the designer, it is just necessary to observe sequence of operations, had performed which you receive ready “building“. It is a lot of information on it, but it is separated and at the heart of the does not contain sequence of actions. By the way “clever“ people having connected all information, together earn from us states.

For example, for creation of a package of the document on Ltd companies (Limited liability companies) from us demand from 5000 rubles depending on the region up to 15000 - 20000 rubles. And I will tell it to you in the conditions of the developed financial crisis not so it is not enough. Though, in effect, the price to it a maxim of 500 - 1000 rubles together with consultations. Actually We pay consultations of experts separately. And it is only the first expenses.

Agree for the beginning businessman it not so is not enough if to consider that money to start the business at him on recalculation. Therefore in article I suggest to master creation of a package of constituent documents and registration of legal entity - Limited liability companies (Which only participant the citizen is).

You ask why Ltd company, but not closed joint stock company or a minimum the individual entrepreneur and why I will tell you below, it is worth reading it...

Creation of Ltd company consists of three stages:

1. Preparation of a package of the constituent documents

2. Registration of Ltd company in FTS and

3 funds. Control of implementation of process

I so, at first we will be defined that such Ltd company? According to Art. 87 of the Civil code of the Russian Federation - Limited liability company society which authorized capital is divided into shares admits; participants of limited liability company do not answer for its obligations and bear risk of the losses connected with activity of society, within cost belonging to them a share.

The participants of society who did not completely pay shares bear a joint liability according to obligations of society within the cost of unpaid part of a share of each of participants.

In this definition the answer to a question why Ltd company, but not the individual entrepreneur (IE) is also covered. Participants of limited liability company do not answer for its obligations and bear risk of the losses connected with activity of society, within cost belonging to them a share (of course if you completely paid a share during creation that is strongly recommended to be done). Stating to a simple language in case of failure, you will lose only at most 10 000 rubles (the size of authorized capital) if you the only founder or and it is less of that if it is several founders. Why only a share in authorized capital, well I hope, you will already deal with other property by this time.

In difference from Ltd company the individual entrepreneur (citizen) according to Art. 24 of the Civil code of the Russian Federation answers for the obligations all property belonging to it, except for property on which according to the law collecting cannot be turned. I.e. in case of unsuccessful business you can be left without “trousers“

1. Preparation of a package of the constituent documents necessary for registration of Ltd company, namely decision of the founder on creation and Charter of Ltd company.

Decision on creation of Ltd company.

A basis of creation of Ltd company is the decision of the founder on creation of Ltd company. It is without fail specified in the decision on creation of Ltd company: A surname, the Name, the founder`s Middle name completely, passport data, the subdivision code specified in the passport. Registers the size of authorized capital, an order and terms of its payment, and also the size and par value of a share of the founder. Location address of Society is specified (in further the legal address) and the Director is appointed (The CEO, the President and dr).

The surname, the Name, the Middle name of the director are specified completely, passport data, the subdivision code specified in the passport. The decision is signed by the founder. The seal is not set. As you are not registered yet and you by definition can have no press.

In case of entering into authorized capital of property, an assessment of this property the founder carries out the decision, but on the property cost which is not exceeding 20 000 rubles. The property cost exceeding 20 000 rubles is defined by the independent appraiser.

The charter

Having been tired Ltd company is the constituent document of Ltd company.

Having been tired societies has to contain:

* the full and reduced trade name of society;

* data on the location of society;

* data on structure and competence of bodies of society, including on the questions making exclusive competence of general meeting of participants of society of an order of acceptance by bodies of society of decisions, including on questions, decisions on which are made unanimously or qualified by a majority vote;

* data on the size of authorized capital of society;

* rights and duties of participants of society;

* data on an order and consequences of an exit of the participant of society from society if the right for an exit from society is provided by the charter of society;

* data on an order of transition of a share or part of a share in authorized capital of society to other person;

* data on an order of storage of documents of society and on an order of providing information by society to participants of society and to other persons;

* other data provided by the present Federal law.

The charter of society may contain also other provisions which are not contradicting the present Federal law and other federal laws.

The charter nomerutsya, stitched by threads, on the back, the paper leaflet with the inscription “It Is Stitched and Numbered _____________ Sheets“ is pasted and the place of gluing together is certified by the signature of the founder. Having been tired also as well as the decision is signed by the founder without the press.

P. s. The Ltd company independently keeps the list of participants of Society, issues the order on appointment of the director, but these documents at registration of Society in registering body are not provided and stored in Ltd company.

Registration of LLC

Sozdannoye Obshchestvo is subject to the state registration in the body which is carrying out the state registration of legal entities in the order established by the federal law on the state registration of legal entities.

The state registration of legal entity is carried out in the location of the permanent executive body specified by founders in the statement for the state registration, in case of absence of such executive body - in the location of other body or the person having the right to act on behalf of the legal entity without power of attorney.

The state registration of again created legal entity is carried out on the basis of the application of this Society submitted by the founder.

Algorithm of actions following: The application form of a form No. P11001 is filled in. With the filled-in application form, the Decision on creation, the Charter, the Passport you go to certify to the notary the signature in the statement. Procedure cost on average 300 rubles. After you certified the signature, you pay the state duty for registration of Ltd company - 4000 rubles. Requisites on payment can be taken in Registering body, in the next tax, also they are available in banks. And only after payment you send documents to registering body, hand over personally, or direct by mail surely registered letter with the inventory of an investment.

At the state registration of the created legal entity are presented to registering body:

a) the application for the state registration signed by the applicant in the form approved by the authorized Government of the Russian Federation federal executive authority. In the statement is confirmed that the submitted constituent documents conform to the requirements to constituent documents of the legal entity established by the legislation of the Russian Federation given organizationally - a legal form that the data which are contained in these constituent documents submitted for the state registration other documents, the statement for the state registration are authentic that during creation of the legal entity it is observed established for legal entities given organizationally - a legal form an order of their establishment, including payments of authorized capital (an authorized capital, the depository capital, shares) at the time of the state registration, and in the cases established by the law are coordinated with the appropriate government bodies and (or) local governments questions of creation of the legal entity;

b) the decision on creation of the legal entity in the form of the protocol, the contract or other document according to the legislation of the Russian Federation;

c) constituent documents of the legal entity (originals or the notarized copies);

d) an extract from the register of foreign legal entities of the respective country of origin or other proof of the legal status of the foreign legal entity, equal on validity, - the founder;

e) document on payment of the state tax.

Other documents by the Legislation of the Russian Federation are not provided. Registration of Ltd company happens within 5 days from the moment of obtaining documents. After 5 days the Registering body makes the decision on registration of Ltd company and sends certificates or on refusal in registration and sends the decision with the indication of causes of failure. You correct the specified reasons and repeatedly direct a package of registration documents and anew pay the state duty as at refusal the state tax does not come back.

Together with the above-stated package of documents in Registering body the Statement about application of the special mode of the taxation of ENVD or the simplified tax system is provided (if you plan to apply them). Otherwise you will be registered on a general regime.

After registration


After obtaining the certificate on registration of legal entity and the certificate on statement on tax accounting, it is necessary to order the press at once. As at once you should make request for providing the Charter to the certified copy as in Registering body one copy of the Charter is provided.

Afterwards you go to the Social Insurance Fund, RPF, Statistics and Tax, learn what taxes and fees to you to pay and what reporting to hand over. Many beginning businessmen ignore this process and do not trouble themselves. And subsequently receive penalties from these bodies, and it agree not really pleasant aspect of the beginning of business.

P. S. Even if at you the zero reporting it is just necessary to hand over it to you. Otherwise penalties.