Opening a company is considered a rather complicated and lengthy process. Most often, novice entrepreneurs prefer to register an LLC. To do this, it is necessary to correctly compose a statement, attract other founders if necessary, form a charter, and also deposit funds in the optimal amount for the formation of the authorized capital. But even when all the actions are performed, situations often arise when the applicant is denied registration of a legal entity. For this, employees of the Federal Tax Service must have really good reason.
Basic information
Opening a company involves making an entry in the USRLE, on the basis of which the registration of a new business entity is carried out. During the preparation of the documents necessary for this process, almost every entrepreneur is confident in a positive answer. But sometimes you have to face a denial of registration of a legal entity. It is usually due to good reasons.
The refusal is executed in writing by the FTS employees, after which the document is sent to the applicant’s place of residence. If necessary, such a refusal can be appealed in court, but it is better to correct the revealed violations and re-submit the application with other documents.
Stages of opening a company
To organize a new company, entrepreneurs must perform certain sequential actions. These include the following:
- necessary documents are collected about future founders, presented by their passports and TIN;
- OKVED codes corresponding to the chosen direction of activity are selected;
- information is presented that proves the legitimacy of the work of the future society;
- a decision is made by the founders to create a company;
- a competently formed charter is made in duplicate;
- a receipt for the payment of the duty is prepared;
- a statement is prepared in the form of P11001, which is certified by a notary;
- all prepared documents are transferred to the regional branch of the Federal Tax Service;
- then you just have to wait for the decision of the tax service;
- if it is positive, then the necessary entry is made in the register.
But for various reasons, a refusal to register a legal entity may be obtained. In this case, no information is entered into the registry.
Documentation can be transferred to the Federal Tax Service personally by any founder or sent by mail. Additionally, it is allowed to use the help of MFC employees who are intermediaries between entrepreneurs and the Federal Tax Service.
The company registration procedure is described in numerous articles of the Tax Code. It also indicates the grounds on which a negative decision may be made by the tax service.
What actions are performed by tax officials
After receiving documents from a representative of a future company, employees of the Federal Tax Service carry out certain actions:
- registration of the received application and other documentation is carried out;
- The information available in the documents is checked, since it is important to make sure that all information is reliable;
- objections and explanations of interested parties are studied;
- numerous inquiries and extracts are requested in case of various questions;
- experts and specialists are involved if necessary, and most often they are involved in the verification of various real estate owned by the founders of the future company;
- a decision is made regarding the registration of a new company or the refusal to complete this process.
If a negative decision is made, an official notice is sent to the applicant. Additionally, all previously transferred documents are returned to the citizen.
Reasons for refusal
There are several reasons for the refusal to register a legal entity that tax officials can use. All factors are listed in the Federal Law No. 129. The most popular reasons include:
- appeal to the branch of the Federal Tax Service, located not at the location of the executive body of the future company;
- Incorrect application form
- the absence in the transferred package of documents of certain securities;
- Problems with your chosen legal address.
There are other reasons for denying registration of a legal entity. You can find out about a specific reason only with the help of an official letter received from the Federal Tax Service within 10 days after the transfer of registration documents to the service department.
A refusal to register a legal entity can be challenged in court if entrepreneurs are convinced that such a decision by the Federal Tax Service is unfounded. If the court satisfies the claims, then the company is forced to register, and the tax service will be forced to compensate the losses incurred by the entrepreneur from the state budget.
Incorrect paperwork
This reason is most often used by tax officials. Specialists insist that the statement or other papers contain various inaccurate or erroneous information. The most common reasons for an official denial are:
- lack of important papers in the set of documents;
- improper execution of the application;
- identification of errors in the charter;
- blots or inaccuracies.
It is advisable to use the help of lawyers to prevent the possibility of errors.
How to make a statement
Usually errors and other problems are identified precisely in the statement. Therefore, when filling out this document, you must adhere to some rules:
- documentation is filled out by computer or by hand;
- all information is entered in block letters;
- blots or corrections are not allowed;
- page numbers should be represented by a three-digit number;
- duplex printing is not used.
The grounds for refusal of state registration of a legal entity related to incorrect preparation of documents are the most common. In this case, it is enough for applicants to correct errors and inaccuracies, after which a package of documents is submitted to the Federal Tax Service again. If entrepreneurs have difficulty preparing documentation, they can turn to lawyers for help.
Legal Address Issues
Each organization must be registered at a specific legal address. Often, founders choose addresses that are suspicious, as they are used by many companies.
Other reasons for rejection include:
- the address is incorrectly indicated in the application, for example, the office number is missing;
- the selected premises do not meet the requirements for legal addresses of companies;
- there is no document from the owner confirming the conclusion of the lease.
Such grounds for refusal are justified.
How to choose a legal address
In order to prevent denial of state registration of a legal entity, the following nuances are taken into account in the process of choosing an address:
- it is not advisable to use the address at which many other organizations are registered;
- the address is an unfinished or dilapidated structure;
- there is no building at the indicated address;
- it is not allowed to use the address at which the state institution, military unit or other similar objects are located;
- the owner of the premises made a statement on the basis of which prohibits the registration of companies.
Therefore, before using any address, the immediate founders must make sure that it is suitable for the registration of the company. Otherwise, it will not be possible to appeal the refusal to register a legal entity.
Other reasons
In addition to the above grounds, tax officials may use other reasons. These include:
- the selected name is already registered with another company;
- there are technical errors in the application or other documents, for example, the name of the founder is incorrectly indicated;
- OKVED codes corresponding to the chosen area of work are not prescribed in the application;
- the receipt for the payment of state duty does not contain the correct BCF.
The exact reason is stated in the official refusal.
Is it possible to return the state duty
For registration, you have to pay a state fee, since the receipt is included in the package of documents for opening a company. In case of refusal to register a legal entity, the state duty is not refunded. This is due to the fact that the employees of the Federal Tax Service spent time and effort on registering, studying and checking documentation received from entrepreneurs.
Therefore, if a package of documents is retransmitted to the Federal Tax Service, then you will have to pay the state fee again, and also attach a receipt to the documents. The state duty can be returned if the applicant appeals against the negative decision of the tax service.
Appeal against a refusal to register a legal entity
If the entrepreneur considers that the negative decision of the Federal Tax Service is unreasonable, then he can appeal it. Based on the Federal Law No. 129, there are three ways to appeal such a decision. These include:
- filing an application with a higher authority represented by the Federal Tax Service for a specific region;
- submission of the application to the federal registration authority;
- filing a lawsuit.
In some situations, it is necessary to use pre-trial procedure, which involves filing a complaint about the refusal to register a legal entity with the leadership of a particular branch of the Federal Tax Service. Even if a negative decision is received on it, a statement of claim is formed.
Evidence is attached to the complaint and lawsuit that the decision made by the tax service is unfounded. The claims include the need to force registration of the company on the basis of previously submitted documentation, as well as compensation for losses incurred by the applicant. If such requirements are met, then it is not necessary to re-prepare the package of documents or pay the state fee.
Conclusion
Registration of an LLC is a complex process consisting in the implementation of numerous stages. Even if they are correctly implemented, it is likely that tax officials will refuse to open a company. This decision may be due to various reasons.
It is allowed to appeal a negative decision, if there are grounds for this. The procedure can be performed through higher authorities of the Federal Tax Service or by directly filing a lawsuit.