The stages
- Choose the name. The firm name must contain the name of the company and the words "with limited liability" (article 62 of the Civil Code). A commercial organisation has the exclusive right to its firm name, so do not repeat the name of another legal entity (article 46).
- Prepare the founding documents. Under article 43 of the Civil Code, the founders conclude the founding agreement and approve the charter; a company with one founder acts on the basis of the charter that this founder approved. The charter states the name, the location (the postal address), and the procedure of management. The charter fund is divided into the shares that the founding documents set.
- State registration. You file an application and pay the state duty for the registration of a legal entity (article 5 of the Law "On the state duty"). The company counts as created from the moment of state registration (article 44).
- After registration. Tax registration gives the taxpayer identification number (STIR) — article 127 of the Tax Code. Then you open a bank account, make a seal if you need one, and choose the tax regime.
What to watch in the charter
The shares of the participants, the procedure to sell a share to a third person, the powers of the management bodies, and the procedure to distribute the profit. These clauses are what prevents later disputes between the participants.
Advice
With several founders, conclude a separate corporate agreement between the participants — the charter does not cover everything. A corporate agreement is made in written form and binds its parties (article 358¹ of the Civil Code).