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What is LLC

Why do you need it and how much does it cost

The most common forms of business in Russia are individual entrepreneurs and LLCs.

Natalia Human

In short: an individual entrepreneur is suitable for those who will work independently, and an LLC is suitable for those who are going to do business with partners. Then you need to figure it out.

A responsibility

If the conditional Vasily opens an individual entrepreneur and something goes wrong, then in case of bankruptcy, Vasily will be liable to creditors with all his property - including the car that he bought before he became an individual entrepreneur. In some cases, they may even take an apartment if he has more than one.

If Vasily opens an LLC and goes bankrupt, then in most cases only what belongs to the company will be taken away: property, money in current accounts and furniture from the office. Personal car should not be touched, although there is a way.

Administrative liability, that is, fines, also differs. Usually, the law provides for different amounts of fines for organizations and officials. Individual entrepreneurs are fined as officials by default. LLC hurts.

For example, if a company accepts money from individuals and does not have a cash register, then the fine is from 75 to 100% of the amount paid outside the cash register, at least 30,000 RUR. Penalty for individual entrepreneurs - from 25 to 50% of the calculation amount, at least 10,000 RUR.

Founders, documents and registration

An individual entrepreneur is an individual entrepreneur who has decided to go into business. He does it individually, he cannot have co-founders. To register as an individual entrepreneur, Vasily needs a passport, an application and a paid fee of 800 rubles. No legal address is needed: individual entrepreneurs are registered at the place of permanent residence in the passport.

A limited liability company is organized by one or more people - up to 50 founders in total. An LLC has an authorized capital, all founders are invested in it. The minimum amount of capital is 10,000 R, the shares may be unequal.

How shares and profits are distributed in an LLC

Basil

5000 RUB

Elena

3000 RUB

Peter

2000 RUB

If the business of the company goes uphill, then the founders will make a profit in proportion to their investments.

If you want to contribute to the authorized capital property that costs more than 20,000 RR - let's say computers - then an independent appraiser must assess their value and draw up a property appraisal report. These are additional costs borne by the founders.

In advance, even before registering the company, you need to agree on the name; legal address; the amount of the authorized capital (from 10,000 R); OKVEDah (types of activities that the company will be engaged in) and the tax system.

After that, you need to approve the charter and appoint a general director - either from among the founders, or from the outside. If the company has no co-founders, then the sole founder, by his own decision, appoints himself as the CEO or hires someone.

Please note: all decisions must be recorded on paper. If there is only one founder, print sole decisions. If several - minutes of meetings. Do the first protocol at the time of the organization's creation. Article 181.2 of the Civil Code lists what must be indicated when drawing up a protocol.

All of these protocols are insurance that validates the company's decisions. If something goes wrong, then in court you will operate with protocols.

How to submit documents

In large cities, documents must be brought to a single registration center, or ECR. In St. Petersburg, LLC is registered by MIFNS No. 15, in Moscow - MIFNS No. 46.

Here's what you need to collect:

1. Application for registration of a legal entity (Р11001). Passport data and TIN of all founders.
2. Legal entity charter.
3. Protocol on the creation of a legal entity.
4. Agreement on the establishment of an LLC (not needed if there is only one founder).
5. Receipt for payment of state duty.
6. Application for the transition to the simplified tax system, if you are going to work on it.

Additionally, you may need a document confirming the legal address, for example, a copy of the lease agreement, a letter of guarantee from the owner of the premises or a certificate of ownership of the premises.

What documents will be issued after registration

Within three working days after submitting a full package of documents to the IFTS, the company will be registered, and you will receive a package of documents.

Certificate of registration with the tax authority. The certificate contains the TIN and the code of the reason for registration - KPP. The TIN is assigned to the organization once and remains unchanged throughout its existence; when the address of the legal entity changes, the checkpoint will change.

Record sheet of the Unified State Register of Legal Entities. Since 2017, this sheet has been a confirmation of the registration of the LLC. It reflects all the basic data about the company. If changes are made, for example, if the composition of the participants or the legal address changes, the list will need to be received again.

Articles of Association with a mark of registration by the tax authority. Store it carefully. The charter must be amended if the legal address, the size of the authorized capital or the name change. To make changes, you will need to draw up a protocol of the general meeting of all participants, the documents must be submitted and registered with the IFTS. The state duty for registration of the new edition of the charter is 800 rubles.

800 RUB

state duty for registration of a new edition of the charter

The tax office itself notifies the pension fund, the FSS and the statistics authorities about the registration of the organization.

Can registration be refused?

Yes. In this case, you will receive a paper stating the reason for the refusal. It often happens that an incomplete package of documents has been submitted, typos sneaked in, and so on.

In this case, you need to correct the error and resubmit the documents. The state fee will have to be paid again.

How to choose a legal address

In fact, in the legislation of the Russian Federation there is no concept of "legal address", there is "the location of the company." But for convenience, we will continue to operate with the concept of "legal address".

The legal address is the address where its head is located, in the language of lawyers - "a permanent executive body." This address determines the tax office in which the LLC will be registered. This address will receive paper requirements from the Inspectorate of the Federal Tax Service, and the Pension Fund of the Russian Federation, and the FSS. If the company moves, it is necessary to amend the charter and the Unified State Register of Legal Entities, the state duty is 800 rubles. But there are times when you don't need to pay it.

The legal address can be your own and rented premises, and even the home address of the founder, but there are nuances everywhere.

Own premises must be uninhabited. The tax office may ask for a document on ownership (an extract from the USRN - the Unified State Register of Real Estate - or a certificate of ownership).

Rented premises. You need the owner's permission to use the address to register the LLC.

The home address of the founder or manager. The founder or manager, whose address is indicated, must be the owner of the apartment or have a residence permit in it. If the apartment has several owners, then each will need permission to use the premises.

The apartment is not such an interesting option as it might seem at first glance: the address will be indicated in the extract of the Unified State Register of Legal Entities, which can be obtained by any by-crocodile. At the same time, a pharmacy, warehouse, store, dentistry office, etc. cannot be placed in a residential building.

Renting an address is a bad option. Basically, you pay not for the premises, but for the address where the company is registered. Further, depending on the price, your mail will be accepted at the address, or you can even be there if the tax authorities decide to visit the company with an on-site check.

You can also rent a room in a business incubator. In large cities, there are such entrepreneurship support centers. If the organization and type of activity meet the conditions of the business incubator (for example, information technology), then it can rent a room and register at the address of the incubator.

An individual entrepreneur does not need a legal address: it is registered at the place of registration. The organization needs to submit documents on the lease of premises (or ownership of it), as an option, you can indicate the home address of the founder, but it is undesirable.

Current account and printing

An individual entrepreneur can work without a current account, and an LLC needs to open it immediately after registration. In Tinkoff-business, you only need the company's INN to reserve the details. To open an account - a photo of statutory documents, a photo of the passports of the founders, a photo of an extract from the Unified State Register of Legal Entities.

You can open several accounts at once in different banks - this is not prohibited.

Previously, all companies were required to have a seal, now no. If you do not write about the seal in the charter, then you do not need it. If you did, you will have to make a round stamp.

Name

Location

Tax

The amount of taxes depends entirely on the type of taxation system. Companies choose from four:

1. general, or basic system of taxation (OSNO);
2. simplified taxation system (STS);
3. unified tax on imputed income (UTII);
4. unified agricultural tax (USHN).

In some cases, additional taxes arise: excise taxes, water tax, transport, property, mining, etc. More on this another time.

You need to choose a taxation system with an eye on the business plan: you will work with individuals or legal entities, what will be the structure of the company's income and expenses. There are still a lot of nuances.

Consult with an accountant: you never know what they can write on the Internet.

To simplify, there are three criteria for choosing a tax system: the type of activity, the number of employees and the amount of income.

Choice of taxation system

By type of activity

OSNO - can be any kind of activity.

The simplified tax system cannot be used by banks, manufacturers of excisable goods, insurers, pawnshops. A complete list is in Art. 346.12 of the Tax Code of the Russian Federation.

UTII is suitable for retail trade, catering, consumer services.

ESHN - for business in the areas of production, sale and processing of agricultural products: crop production, agriculture and forestry, animal husbandry.

Choice of taxation system

By the number of employees

OSNO - any number of employees.

STS - up to 100 employees, including part-time workers and employees at the GPA.

UTII - up to 100 employees.

Unified agricultural tax - there are no restrictions for agricultural enterprises. For fish farms - up to 300 people.

Choice of taxation system

By income

OSNO - any amount of income.

STS - up to 150 million rubles per year. In 2018, companies that earned no more than 112.5 million rubles from January to September 2017 can switch to the simplified tax system.

If in the process of work the number of employees or income exceeds the limits, then the company is obliged to switch to OSNO and independently report this to the tax

With UTII, the tax base does not depend on income or expenses, but depends on physical indicators: the area of ​​the store, the number of cars or the number of employees. Unified agricultural tax - 70% or more of income should come from agricultural production.

What taxes are paid on income

OSNO - income tax 20%, VAT 18, 10 or 0%.

STS "Income" - 6%. STS "Income minus expenses" - from 5 to 15%. There is a dependence on the region and type of activity. For example, in the Leningrad Region the tax rate for the STS “Income minus expenses” is 5%, in St. Petersburg - 7%.

UTII - from 7.5 to 15%. Depends on the region, payer category and type of activity.

ESHN - 6%. Pay on income from which expenses have been deducted.

Accounting and tax accounting

There are two types of accounting: accounting and tax.

Accounting- this is an accounting of all business transactions in the organization: what was bought, what was sold to whom, etc. The idea is that the gendir looks into accounting and sees the answer to the question "where is the money?" Individual entrepreneurs are exempt from accounting and decide for themselves whether they need it.

There is no choice for a company, full accounting is mandatory: you need to fill out the accounting registers. The register is a piggy bank of information about economic activities. In the register, it is necessary to record information from cash receipts, invoices, acts, invoices and other primary documents.

On OSNO and STS, every year it is necessary to submit to tax accounting (financial) statements, it is also a balance sheet, and a statement of financial results.

Tax accounting- information that helps you and the tax office calculate how much is owed from you. Here, only those transactions that affect the amount of tax are important, and the number and frequency of reports depend on the tax system.

Tax reporting depends on the tax system.

With OSNO, it is necessary to submit a profit tax and VAT declaration once a quarter. With the simplified tax system - once a year, submit a declaration under the simplified tax system. With UTII - once a quarter, submit a declaration for UTII. With the Unified Agricultural Tax - once a year, submit a declaration for the Unified Agricultural Tax.

If the company has employees, then the tax office will also need to submit 2-NDFL (annually), 6-NDFL (quarterly) and the calculation of insurance premiums (also quarterly).

Also, reports will need to be sent to the funds - FSS (quarterly in the form 4-FSS) and PFR (SZV-M monthly, SZV-STAZh annually).

If there is no activity

If an individual entrepreneur does not have a job, then he is obliged to submit zero reports, and no one exempts him from fixed contributions for himself. Even if the individual entrepreneur did not earn anything, he is still obliged to pay R 27,990 for 2017.

A company on OSNO and STS, if it does not operate, does not pay taxes. It is necessary to submit zero declarations and financial statements, but not to pay. Please note that UTII must be paid for, even if there is no activity. If you do not want to pay, immediately after the termination of activities, deregister from the UTII.

If for some reason the company does not operate, then the CEO (when he is the only employee and participant) can go on unpaid leave. Unpaid leave - the director is not paid a salary, therefore, Personal income tax

USN, OSN - do not pay, UTII - pay

Contributions for the Pension Fund, FSS, FFOMS

Doesn't pay if the director is on unpaid leave

Earned money

Everything that the individual entrepreneur earned belongs to the individual entrepreneur. You can spend directly from the account using a corporate card, or you can transfer to a personal card of an individual. The main thing is to pay taxes and fees on time.

It is not so easy for the company's members to receive their earnings, but there is a procedure for paying dividends. They are paid from the company's net profit - that is, from the amount that remains after taxes and fees.

Dividends can be distributed no more than once a quarter. From them, the company must withhold and transfer 13% to personal income tax.

How to close

It is simple to close an individual entrepreneur: you need to pay a state duty of 160 R (in 2017) and submit an application to the tax office or the MFC. The individual entrepreneur will be closed within 5 working days if the application was submitted to the tax office, or after 8 working days at the MFC. After that, you need to pay off the debts, if they remain, and sleep well.

Closing an LLC is longer and more difficult. As a rule, this is either self-liquidation or bankruptcy. Both procedures take time, but an arbitration court with a liquidator is also involved in bankruptcy. On average, it takes 3 to 5 months to close an LLC.

Participants have the option to sell their stake or divide the company.

Important

Get the support of a professional accountant. Do not solve difficult issues with advice and articles from the Internet. Don't take risks. Find a professional.