The St. Petersburg Legal Portal has already told you how to register correctly in order to start your own business in the status of an individual entrepreneur. Today we will consider the procedure for registering a legal entity using the example of a limited liability company.
STEP 1. We prepare documents
In accordance with Art. 12 of Federal Law No. 129-FZ of 08.08.2001 "On state registration legal entities and individual entrepreneurs» upon state registration of a legal entity, the following documents are submitted to the registration authority:
From the editor: You can prepare a set of documents for registering an LLC in the free online service "" on our portal or using the Document Manager constructor.
The founder (founders) of a legal entity or a person acting on the basis of a notarized power of attorney may act as an applicant.
Simultaneously with the registration of a legal entity, you can register its branches and representative offices. And also submit a notification on the application of a simplified taxation system. This can be done within 30 days from the date of registration of a legal entity (clause 2 of article 346.13 of the Tax Code of the Russian Federation).
IMPORTANT
- Registration fee- 4000 rubles
- Registration time - 5 working days
- Status after registration - entity
Step 2. We pay the authorized capital
The authorized capital of an LLC can be paid at the time of state registration of a legal entity or within four months from the moment of state registration of the company. The payment term for the authorized capital is determined in the decision of the sole founder or in the founding agreement.
The minimum authorized capital of an LLC is 10,000 rubles. This amount can be paid in cash securities, other things or property rights or other rights having a monetary value. The monetary value of the property contributed to pay for shares in the authorized capital of the company is approved by the decision of the general meeting of the company's participants, adopted by all the participants of the company unanimously. If the nominal value of the share of a company member in the authorized capital of the company, paid in non-monetary funds, is more than twenty thousand rubles, then an independent appraiser must be involved in its assessment (Articles 14, 15 of the Federal Law No. 14-FZ of February 8, 1998 “On limited liability companies).
NOTE
Registration of a legal entity is considered on the example of an LLC. Federal Law of 08.02.1998 N 14-FZ "On Limited Liability Companies" takes precedence over (), as a special law, which may provide for exceptions. This is also due to the fact that the tax authorities still register an LLC with an authorized capital fully paid in non-monetary funds.
Conflicts will arise until changes are made to special legislative acts.
STEP 3. Determine the tax authority
State registration of legal entities is carried out in the region in which registration documents are submitted. Most often, this is the territory where the management of the organization is located, it is also called the executive body of a legal entity. This vague definition can include the board, directorate, director, or general director.
As the address of a legal entity during registration, you can use the address of the founder's own office, including the home address of the head of the company. The address of the legal entity may also be the address of the leased premises.
OUR REFERENCE
The rules for state registration of a legal entity (LLC, PJSC, etc.) are established by the Federal Law of August 8, 2001 No. 129-FZ “On State Registration of Legal Entities and Individual Entrepreneurs”. Most often, legal entities are created in the form of limited liability companies, less often in the form of public joint-stock companies, cooperatives, etc.
STEP 4. We submit documents
Documents for state registration can be submitted in several convenient ways:
- Personally or through a representative under a notarized power of attorney directly to tax authority or in a multifunctional center.
- By mail with a valuable letter with a description of the attachment.
- AT in electronic format using the service "Submission of electronic documents for state registration". This service can be used through third parties or notaries who have a qualified verification key certificate electronic signature and the corresponding electronic signature key.
STEP 5. We receive documents
Documents on state registration can be received in 5 working days if the proper package of documents was submitted and the application in the form P11001 did not contain errors. Denial of state registration as a legal one is possible only in cases directly statutory(Clause 1, Article 23 of the Federal Law of 08.08.2001 No. 129-FZ “On State Registration of Legal Entities and Individual Entrepreneurs”).The most common reason for denial of state registration is the incorrect execution of an application in the form P11001 (incorrect choice of font for filling out the form, extra spaces, incorrect text wrapping, invalid or incorrect abbreviations, omission of any field to fill out, typos).
In case of refusal in state registration government duty is non-refundable and when you re-apply to the tax authority for state registration, you need to pay again.
The tax authority issues the following set of documents:
Documents can be obtained personally or through a representative by a notarized power of attorney. The tax inspectorate can also send a ready-made package of documents by mail. However, documents are sent by mail only to the address of registration of a legal entity.
Read about registration of an individual entrepreneur here.
REGISTRATION OF A LEGAL ENTITY
Economics and law: a dictionary-reference book. - M.: University and school. L. P. Kurakov, V. L. Kurakov, A. L. Kurakov. 2004 .
See what "REGISTRATION OF A LEGAL ENTITY" is in other dictionaries:
Economic dictionary
Entering into State Register newly created or transformed organizations, issuing them registration certificates to verify the legality of their creation, accounting and giving legal force their activities. Glossary of business terms. ... ... Glossary of business terms
Entry in the state register (official list) of newly created or transformed organizations, issuance of registration certificates to them. Such registration is carried out in order to verify the legality of the creation of organizations, their accounting and giving ... ... Encyclopedic Dictionary of Economics and Law
state registration of a legal entity- entry into the state register (official list) of newly created or transformed organizations, issuance of registration certificates to them. Such registration is carried out in order to verify the legality of the creation of organizations, their accounting and ... ... Dictionary of economic terms
registration as a legal entity- registration as a legal entity (eg, energy companies) [A.S. Goldberg. English Russian Energy Dictionary. 2006] Topics energy in general Synonyms registration as a legal entity EN incorporation ... Technical Translator's Handbook
REGISTRATION OF THE COMPANY NAME OF A LEGAL ENTITY- entering information about company name legal entity in the Unified State Register of Legal Entities and Individual Entrepreneurs. See also State registration of legal entities ...
Liquidation of a legal entity termination of the existence of a legal entity by making an appropriate entry in the Unified State Register of Legal Entities. The liquidation of a legal entity entails the loss of civil capacity.… … Wikipedia
CAPACITY OF A LEGAL ENTITY- in accordance with Art. 45 of the Civil Code, a legal entity may have civil rights corresponding to the objectives of the activity provided for in its constituent documents, as well as the subject of activity, if it is indicated in the constituent documents, and carry ... ... Law Dictionary modern civil law
Terms and place of state registration of a legal entity- state registration is carried out within a period of not more than five working days from the date of submission of documents to the registration authority. State registration of a legal entity is carried out at the location indicated by the founders in ... ... Encyclopedic dictionary-reference book of the head of the enterprise
Location of the legal entity- 2. 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 ... ... Official terminology
Books
- Registration of legal entities. Practical recommendations, L. Yu. Grudtsyna. On July 1, 2002, the procedure for state registration of legal entities was changed. According to officials, the implementation of the `one window` principle has greatly facilitated this difficult procedure, but…
Many of those who decide to start their own business do not know exactly where to start. Of course, the most important thing is to have a good idea in service, developing which you can start making good profits. Renting or buying premises, recruiting staff and training them in the professional features of your business, and many more issues will have to be resolved in order to start working. One of milestones starting a business is formalization business entity. It can be an individual entrepreneur or a legal entity. Let's talk in more detail about the creation of organizations and which body carries out state registration of legal entities.
- What to consider before;
- Choice of organizational and legal form;
- What documents are required for registration;
- Submission of a package of documents in electronic form;
- Legal entity registration process.
Preparation for registration
Having not dealt with such a matter as registering a new case in public institutions you just can't get started. production process. First of all, you need to find out which state body carries out registration of legal entities. Then you need to collect Required documents, a list of which can be found in government organizations or find a list online.
Be careful, the information on the World Wide Web is often not entirely accurate. The most reliable information about the registration process, the necessary documents and the types of taxes that you have to pay every month, you can only find out in organizations registering legal entities.
This article will help you understand the intricacies of the registration process and the difficulties to be overcome. You will also learn how to choose the right legal form for your company.
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Deciding on the organizational and legal form
Before submitting documents to the registration center of legal entities, you should decide on the legal form for your company. The most commonly used are the following: LLC, CJSC and JSC. You can make any choice, but keep in mind that small businesses are most conveniently formalized as a limited liability company.
Limited Liability Company
A limited liability company is an organization that can be created by one or a group of people. As a rule, the statutory fund is divided into several parts, if the company incurs losses, each of the participants is liable only within the limits of his share.
Law Russian Federation provides that an organization can engage in certain types of activities only by purchasing a license in advance. Registration of an LLC takes place for an unlimited amount of time, unless some other option is provided for when creating a company. From the moment of registration in government bodies the firm will be considered a legal entity.
A full description of the rights and obligations of an LLC can be found in the Law of the Russian Federation No. 14-FZ.
Closed and open company created by shareholders
Joint stock companies are organizations engaged in commercial activities. Their authorized capital is usually divided into shares, by purchasing which you will be considered a co-owner of the company.
Shareholders are not liable for the company's loans, and do not suffer losses, as part of the validity of their shares. Also, if you have shares, you can transfer or sell them without any problems, this will not require the permission of other shareholders of this enterprise.
More, opening joint-stock company, you should know that your company must have a round seal, which will indicate the name and legal address organizations in Russian. Also, federal law does not prohibit having stamps and letterheads with your company logos.
A complete description of the rights and obligations of the owners of CJSCs and OJSCs can be found in Federal Law No. 208-FZ.
Preparation of documents for legal registration
Before applying to the registration authority of legal entities that this moment is the Federal Tax Service, you need to prepare an application. It can be written by hand on a printed form or using a special program to issue it in electronic form.
The applicant can be both the founder himself and confidant with a notarized power of attorney. You will also need a decision on the appointment of a sole founder or minutes of the meeting of founders (if there are several). For registration, it is necessary to have a receipt of payment of the state fee.
Having collected all the documents, you can apply instead of registering a legal entity. But do not forget that the registration authority has the right to refuse you on the basis of federal law No. 129-FZ.
Submission of documents in electronic form
Nowadays, you can use the service, which was recently introduced into the tax services of the Russian Federation. Many start-up entrepreneurs have already submitted documents for registration of a legal entity in electronic form using the Internet. This greatly facilitates the process of submitting documents to the registration authority of legal entities, and saves a lot of time.
In order to complete and send everything correctly, you must carefully read the certain order to send electronic documents. With the help of a special program, you can make an application, as well as create a shipping container in which your documents will be sent electronically to the tax service.
Registration process
After submitting all documents to the body that carries out state registration of legal entities, for 5 working days you will get an answer.
If you are refused, make sure that you have submitted all the necessary documents, which are provided for by the laws of the Russian Federation. If the reason for the refusal is different, you should know that the registration authority will not return the money and documents you paid. In any case, the decision form will indicate the reason for the refusal.
If you are not satisfied with the reason for the denial of registration, you can always legally appeal the decision. If the court decides in your favor, you can start the registration process again.
If your registration process was successful, then as confirmation, you will receive a certificate of state registration.
If you decide to register your business, take it seriously, because even if the application is filled out incorrectly, you may be refused, which entails material losses. If you strictly follow the rules specified in the federal law, you can easily register your company, which will allow you to immediately start working.
When the stage of making a strategic decision on the creation of a legal entity by the founders has been completed, and common solution the idea to open a new enterprise was approved, the task of correctly and quickly registering the subject comes to the fore entrepreneurial activity. The procedure for registering legal entities in the Russian Federation is regulated by Federal Law 129-FZ. This is the main legal act, some provisions of which are specified by the authorized executive bodies.
We will talk about the measures that need to be taken in order to easily go through all the stages of state registration of a legal entity in this review.
Stages of establishment and registration of a legal entity
The procedure for state registration of legal entities, enshrined in the relevant federal law, includes four successive stages:
- submission of documents by the applicant;
- verification of compliance of the declared data with the laws of the Russian Federation and actual circumstances;
- entering information about the newly created enterprise in state registers;
- issuance of documents confirming the assignment of legal status. faces.
How to draw up documents correctly
The body that registers organizations is the Federal Tax Service.
Requirements for a package of documents, other than those set out in the aforementioned law, are determined regulations tax service.
So, in order to perform their functions state. registrar of legal entities, the Federal Tax Service approved the application forms that must be sent by the founders of legal entities. persons or their official representatives for the registration procedure.
Quite voluminous, consists of eleven pages. Each of them must reflect reliable factual information, according to which the Federal Tax Service will be able to make a positive decision regarding the registration of legal entities. faces.
In addition to the application, other documents are submitted:
- decision to establish a legal faces;
- original or notarized copy of the Articles of Association;
- original tax receipt.
The amount of the state duty is reported by the tax officer. At the moment, the amount of the collection is 4 thousand rubles.
Making an application
The registration application form is presented to users on the official website of the Federal Tax Service, it can also be obtained directly from the registrar who will accept documents.
Important! According to the procedure for registration of legal entities according to Russian legislation, all information that is entered in the application must be reflected in the charter of the organization and in the decision of its founders on the creation of legal entities. faces.
Therefore, if the constituent documents do not contain information that must be reflected in the application, it is obvious that the procedure for registering legal entities. faces are already broken. In such a situation, it is necessary to promptly make adjustments to the Charter and to the decision.
What should be included in the application:
- legal address;
- a list of founders, indicating their status, share in the authorized capital (UK) and identifying data;
- information about the type and amount of the UK;
- information about the director or other person who has the right to sign documents of the organization;
- list of activities planned for work;
- details of who is applying.
In order to avoid problems at the stage of submitting documents to the Federal Tax Service for registering a legal entity, the founders must know who will submit the application and related documents, even at the time of the decision to establish the organization. This is important, because if the registration is entrusted to a third party by proxy, then the originality of the signatures on the constituent documents is subject to notarization.
If the documents are submitted by one of the founders or the head of the executive body of the legal entity. person (for example, a director), then such a certificate is not required.
Who and how decides on registration
The rules for registering legal entities oblige the Federal Tax Service to accept documents, check them for compliance with the law and enter information into state registers or refuse registration to the applicant.
The law allocates 5 days for the implementation of the entire procedure, the Federal Tax Service usually implements this stage of registration of a legal entity within three working days.
The law provides for the following scheme for the Federal Tax Service to decide on the registration of a legal entity:
- the tax officer accepts documents from the applicant and issues a receipt;
- The Federal Tax Service examines the accuracy of the data specified in the application. As part of this check, information may be requested from other authorities. state power, as well as possible trips to establish actual circumstances creation of a new legal entity;
- if there are no facts indicating that the founders have violated the law, the authorized person makes a decision on the state. registration and make appropriate entries in the register;
- after the organization is registered, the applicant is issued.
FTS - violation general order registration of legal entities:
- erroneous submission of documents to a division of the Federal Tax Service that does not serve the region where the organization is located;
- violation of the established requirements for registration constituent documents and filling out an application.
In fact, any inaccuracy in the documentation may result in refusal of registration.
State registration is the final stage in the formation of a legal entity, at which the competent authority checks compliance with the conditions necessary for the creation of a new subject of law, and decides on recognizing the organization as a legal entity. After that, the basic data about the organization are included in the unified state register of legal entities and become available for public review.
Documents submitted to the registration authority by legal entities upon their creation
Application for state registration in the form
The decision to create a legal entity in the form of a protocol, agreement or other document in accordance with the legislation of the Russian Federation
Constituent documents of a legal entity
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 - founder, of equal legal force
State duty payment document
Place of state registration of legal entities upon their creation
At the location of the permanent executive body
At the location of another body or person entitled to act on behalf of a legal entity without a power of attorney, in the absence of a permanent executive body
Term of state registration
No more than 5 working days from the date of submission of documents to the registration authority
Documents issued by the registration authority in case of registration of a legal entity
Receipt of receipt of documents submitted by the applicant
Certificate of state registration of a legal entity
List of entries in the Unified State Register of Legal Entities
Extract from the Unified State Register of Legal Entities
Termination of the activities of a legal entity.
The termination of the activities of a legal entity occurs as a result of its reorganization(except in cases of separation from the legal entity of another organization) or liquidation and is usually final.
Reorganization of a legal entity.
During the reorganization, all rights and obligations of the reorganized legal entity or part of them are transferred to other subjects of law, i.e. succession takes place.
The reorganization of legal entities can be carried out by mergers several organizations of persons into one new one, accession legal entity to another separation legal entity into several new organizations, allocation from the organization of other legal entities or transformation, i.e., changing the organizational and legal form of a legal entity. When separating, separating or merging several organizations, at least one new legal entity arises, therefore, in such cases, the reorganization is considered completed at the time of state registration of newly created legal entities. When joining new legal entities, no new legal entities arise, and, therefore, the reorganization is completed at the moment the affiliated organization is excluded from the unified state register.
Currently, reorganization is allowed with a simultaneous combination of its various forms; reorganization with the participation of two or more legal entities, including those created in different organizational and legal forms (paragraph 2, clause 1, clause 3, article 57 of the Civil Code of the Russian Federation). At the same time, state registration of a legal entity created as a result of reorganization (in the case of registration of several legal entities - the first in terms of state registration) is allowed no earlier than the expiration of the appropriate period for appealing a decision on reorganization (clause 1, article 60.1 of the Civil Code of the Russian Federation).
Reorganization, as a rule, is carried out by decision of the participants in the legal entity (or the owner of its property), i.e. voluntarily. However, in relation to commercial organizations, the law also provides for such cases when reorganization can be carried out forcibly. In this case, it is entrusted to the arbitration manager appointed by the court (and not to the external manager, as was indicated in paragraph 2 of article 57 of the Civil Code of the Russian Federation in the previous wording). An arbitration manager is also involved in cases of forced liquidation of a legal entity (clause 5, article 61, clause 5, article 62 of the Civil Code of the Russian Federation). Paragraph 2 of Art. 57 of the Civil Code of the Russian Federation indicates that the arbitration manager is appointed in the manner prescribed by law. Accordingly, it is necessary to establish such an order.
Depending on the form in which the reorganization of a legal entity is carried out, it is drawn up only by a deed of transfer. The legislator excluded such a document as a separation balance sheet.
Succession Rules during the reorganization of legal entities, the following norms were supplemented:
When a legal entity of one organizational and legal form is transformed into a legal entity of another organizational and legal form, the rights and obligations of the reorganized legal entity in relation to other persons do not change, with the exception of the rights and obligations in relation to the founders (participants), the change of which is caused by the reorganization (clause 5 article 58 of the Civil Code of the Russian Federation);
The deed of transfer must contain the procedure for determining succession in connection with a change in the type, composition, value of property, the emergence, change, termination of the rights and obligations of the reorganized legal entity, which may occur after the date on which the deed of transfer was drawn up (clause 1, article 59 of the Civil Code of the Russian Federation );
If a deed of transfer does not allow to determine the successor under the obligation of a legal entity, and also if it follows from the deed of transfer or other circumstances that during the reorganization the assets and liabilities of the legal entities being reorganized were distributed in bad faith, which led to a significant violation of the interests of creditors, the reorganized legal entity and the legal entities created as a result of the reorganization are jointly and severally liable for such obligation. (Clause 5, Article 60 of the Civil Code of the Russian Federation).
The reorganization significantly affects the interests of the creditors of the legal entity, as soon as their debtor ceases to exist. Therefore, its mandatory condition is prior notification of creditors, who in this case have the right to demand termination or early fulfillment of the obligations of the reorganized legal entity and compensation for losses (Article 60 of the Civil Code).
Changes in civil law resolved issues in more detail. protection of creditors' rights reorganized legal entity, in particular, the Civil Code of the Russian Federation includes the following rules:
The law may provide for the obligation of a reorganized legal entity to notify creditors in writing of its reorganization (paragraph 3, clause 1, article 60 of the Civil Code of the Russian Federation). At the moment, such an obligation is provided for in paragraph 2 of Art. 13.1 of the Federal Law of 08.08.2001 N 129-FZ "On State Registration of Legal Entities and Individual Entrepreneurs".
The rules on the right of the creditor to demand early performance of the obligation and the procedure for exercising this right, established by paragraphs. 2-4 st. 60 of the Civil Code of the Russian Federation. Thus, a creditor of a legal entity, if its rights of claim arose before the publication of first notification of the reorganization of a legal entity, has the right to demand in judicial order early performance of the relevant obligation by the debtor, and if early performance is impossible, termination of the obligation and compensation for the losses associated with it, except for cases established by law or agreement of the creditor with the reorganized legal entity.
The creditor of any legal entity, if its rights of claim arose before the publication of a notice on the reorganization of a legal entity, has the right to demand in court the early performance of the obligation, the debtor of which is this legal entity, or the termination of the obligation and compensation for losses if the reorganized legal entity, its participants or third parties have not provided sufficient security for the performance of the relevant obligations.
The demand may be submitted not later than within thirty days after the date of publication of the last notice of the reorganization of the legal entity. Presentation of claims by creditors is not grounds for suspending the procedure of reorganization of a legal entity. Claims submitted on time must be fulfilled before the completion of the reorganization procedure, including by making a deposit in the cases provided for in Art. 327 of the Civil Code of the Russian Federation. However, the right to make such a claim is not granted to a creditor who already has sufficient security.
It is also provided that the creditor is not entitled to demand early performance/termination of the obligation or compensation for losses if within thirty days from the date of presentation by the creditor of these claims he will be provided with sufficient security. Security is considered sufficient if:
The creditor has agreed to accept such security;
The creditor has been issued an independent irrevocable guarantee by a credit institution, the creditworthiness of which does not give rise to reasonable doubts, with a validity period of at least three months exceeding the term for the performance of the secured obligation, and with the condition of payment upon presentation by the creditor of claims against the guarantor, with evidence of non-performance of the obligation of the reorganized or reorganized legal entity.
If the creditor's claim was not satisfied and he was not offered sufficient security for the performance of the obligation, joint and several liability to the creditor shall be borne by:
Legal entities created as a result of reorganization,
Reorganized legal entity (in case of reorganization in the form of separation),
The following persons, if by their actions (inaction) contributed to the occurrence of the indicated consequences for the creditor: persons having the actual opportunity to determine the actions of the reorganized legal entities; members of their collegiate bodies; a person authorized to act on behalf of the reorganized legal entity.
At the same time, it is fixed that the above rules of the Civil Code of the Russian Federation do not apply to relations arising from the reorganization of a legal entity in the form of transformation (paragraph 2, clause 5, article 58 of the Civil Code of the Russian Federation).
The amended Civil Code of the Russian Federation regulates the issues of recognizing a decision on the reorganization of a legal entity as invalid, as well as recognizing the reorganization of a corporation as not having taken place.
Recognition of the reorganization of the corporation as invalid (Art. 60.2. Civil Code of the Russian Federation) refers only to the legal form of a corporation. The reorganization of a unitary organization cannot be recognized as failed.
This procedure is carried out only in court.
The grounds for this are cases when the decision on reorganization was not made by the participants of the corporation; or in the case of submission for state registration of legal entities created by reorganization, documents containing deliberately unreliable data on the reorganization. Moreover, there is no specific deadline for applying.
The initiator is a member of the corporation who voted against the decision to reorganize the corporation or did not take part in the voting.
Consequences of declaring the reorganization invalid:
1. The legal entities that existed before the reorganization are restored, with the simultaneous termination of the legal entities created as a result of the reorganization;
2. Transactions of legal entities established as a result of reorganization with persons who have relied in good faith on the succession shall remain valid for the restored legal entities that are joint and several debtors and joint and several creditors in such transactions;
3. The transfer of rights and obligations is recognized as failed, while the provision made in favor of a legal entity created as a result of reorganization by debtors who in good faith relied on succession on the side of the creditor is recognized as completed in favor of the authorized person. If, at the expense of the property (assets) of one of the legal entities participating in the reorganization, the obligations of another of them, transferred to the legal entity created as a result of the reorganization, are fulfilled, the rules on obligations due to unjust enrichment are applied to the relations of these entities.
The payments made may be challenged upon the application of the person at whose expense they were made, if the recipient of the execution knew or should have known about the illegality of the reorganization.
Participants in a previously existing legal entity are recognized as owners of shares in it in the amount in which the shares belonged to them before the reorganization. When changing participants in a legal entity during the reorganization or upon its completion, the shares of participants in a previously existing legal entity are returned to them in accordance with the rules provided for in paragraph 3 of Art. 65.2 of the Civil Code of the Russian Federation (restoration of corporate control).