The article is devoted to the procedure for creating a limited liability company by the sole founder without the formation of such management bodies as the Management Board and the Board of Directors in it.
One of the most common options, which is suitable for a person planning to do business, is the creation of a limited liability company (hereinafter in this article we will use the abbreviation "LLC").
Requirements for the list of required documents for registration of this type of legal entity are set out in the Federal Law "On State Registration of Legal Entities and Individual Entrepreneurs". According to Article 12 of the specified normative legal act, if the founder of the organization is a Russian citizen, then the following documents are submitted to the relevant tax office.
First, the decision to establish an LLC. In this document, it is necessary to register: "decision header" (Decision No. 1 of the sole participant of the Limited Liability Company "Example"), place, time and date of the decision, full name, passport data and place of residence of the founder, decisions on the establishment of LLC, approval of the charter, determining the location, appointing the head of the organization, determining the size of the authorized capital of the LLC, and a sketch of the seal). The decision must be signed by the founder of the organization.
Secondly, the application for state registration signed by the applicant in the form No. Р11001, which is Appendix No. 1 to the order of the Federal Tax Service of Russia dated 25.01.2012 No. ММВ-7-6 / 25 @ On the approval of forms and requirements for the execution of documents submitted to the registration authority with state registration of legal entities, individual entrepreneurs and peasant (farmer) households”. In this document it is necessary to fill in: paragraphs 1.1. and 1.2. section 1 concerning the full and abbreviated name of the legal entity, section 2 (location of the organization being created), section 3 (we put the number 1, and indicate the amount of the authorized capital), sheet B of the application (information about the founder, namely: full name, date and place birth, data of the identity document, place of residence and the size of the share in the authorized capital) sheet E of the statement (information about the head of the organization), sheet I of the statement (we enter the main and additional types of proposed economic activity), sheet H of the statement (information about the applicant, in our In this case, it is the founder of a legal entity - an individual). The application must comply with the requirements established by Appendix No. 20 to the order of the Federal Tax Service of Russia dated January 25, 2012 No. ММВ-7-6 / 25 and certified by a notary.
Third, the company's charter in duplicate. This document must necessarily contain the information specified in Article 12 of the Federal Law of 08.02.1998 No. 14 "On Limited Liability Companies". Also, it should be noted that the charter must be numbered, stitched, and signed by the sole founder on the back.
Fourth, a receipt for payment of the state fee (its size is 4,000 rubles).
In addition to these documents, we recommend submitting to the tax office:
- a letter of guarantee from the owner of the premises (or his tenant, etc.), in which the legal entity will be located, with the attachment of a duly certified copy of the certificate of state registration of the right to the transferred (s, s) for rent (or in another right) office (s) or building;
- a certificate from the bank on opening a temporary current account, confirming payment of at least 50% of the authorized capital.
By personally transferring the above documents to an authorized employee of the IFTS (MIFNS) and receiving a receipt for their acceptance, the applicant, taking into account the provisions of Article 8 of the Federal Law "On State Registration of Legal Entities and Individual Entrepreneurs", after five working days is informed about the state registration of LLC or about refusal in such.
After successful state registration of a legal entity and receipt of all documents of title from the tax inspectorate, we recommend that the person who is the head of the LLC, on the same day, immediately make a number of orders related to the personnel nature: assume the duties of the chief accountant (in the absence of such a full-time specialist at the initial stage); 2) draw up and sign an employment contract in which the LLC itself will act as the employer, and the head of the organization will act as an employee; 3) approve the job description for themselves; 4) develop and approve the internal labor regulations of the organization.
