What is better to issue an IP. Differences in legislation

Business form

IP

OOO

Deciphering the concept

An individual registered in the manner prescribed by law and carrying out entrepreneurial activities without forming a legal entity.

An economic company established by one or more legal entities and/or individuals, the authorized capital of which is divided into shares.

Registration procedure

Simple. You must submit to the tax office:

A copy of the individual's passport.

Application form No. Р21001.

Printing is not required, checking account if possible.

Complicated: other documentation is submitted.

You need to submit to the tax office:

Establishment agreement (if there are 2 or more founders).

Minutes of the Meeting of Founders (if there are 2 or more founders) or a decision to establish a founder (if there is one founder).

Application for state registration. Form R11001.

Personal documents.

Receipt for payment of state duty.

A stamp and a bank account are also required!

Payment of state duty

The state fee is 800 rubles. The receipt is submitted along with all documents.

The fee is 4000 rubles.

Registration term

The same for both sole proprietors and LLCs. Is 5 working days.

Authorized capital

The authorized capital is not contributed.

It is necessary to deposit at least 10,000 rubles within 4 months after the registration of the LLC.

Legal address

Registration is carried out at the address of the place of residence, permanent or temporary registration.

Registration is carried out at the legal address. It is obligatory to indicate: rented or own premises, mass address or home address of the founder.

Number of owners

Only one natural person can be the owner.

There can be either one founder or several persons (up to 50).

Amount of workers

An individual entrepreneur can act independently, without the involvement of employees.

After hiring the first employee, starting from January 1, 2017, you no longer need to register with the FIU as an employer. An application for registration must be submitted to the FSS no later than 30 calendar days after the first employee is hired. Otherwise, the duties of individual entrepreneurs and LLCs as employers are the same.

An LLC cannot operate on its own; at least there must be one employee who coordinates the activities - the director. It can be one of the owners or a third-party employee.

One founder, managing the company, must draw up an employment contract and pay himself a salary. Registration as an employer occurs automatically after the registration of an LLC.

Property liability and obligations

Responsible for obligations with all his personal property, even after the closure of the IP. The only exception is property that cannot be recovered by law:

The only housing.

Clothes, shoes and home furnishings.

Food and money for a total amount not less than the established subsistence level.

Other things necessary for life.

Responsible for obligations only within the scope of the company's property. But the founders, participants and managers can be held vicariously liable.

Upon closure, the obligations of the LLC cease.

Exit business

To exit the business, an individual will have to close the IP.

Withdrawal from the LLC does not terminate the activities of the company.

Withdrawal of funds

He can freely dispose of the funds received, of course, subject to the timely payment of taxes and contributions. There are no additional taxes when withdrawing money. Money is considered personal.

The money in the account is the property of the organization. Withdrawing funds from the current account is possible in more costly ways.

There are only two ways to make a profit: in the form of wages (personal income tax 13% + contributions 30%) or as dividends (personal income tax 13%).

Activities

Sole proprietors are not allowed to engage in certain activities. The most common of these include:

Production and sale of alcohol (excluding beer).

Insurance services.

Banking.

Investment funds.

pawnshop activities.

Tour operator activity (at the same time it is possible to provide services of a travel agent).

Production of medicines.

Manufacture of weapons, pyrotechnics, aviation equipment, etc.

There are no restrictions on the types of activities.

Tax systems

You can use all existing tax regimes, including SIT.

You can use all tax regimes, except for SIT.

Taxes and payments

Insurance premiums are mandatory. Other taxes and payments depend on the availability of employees and the chosen taxation system.

There is no need to pay if there is no activity, there are no employees, and there is no property on the balance sheet.

In other cases, the amount of taxes and payments depends on the chosen taxation system and the number of employees.

Insurance premiums

Pays insurance premiums to the pension fund and ffoms in the amount of 27,990 rubles (for 2017). Pays even in the absence of activity and regardless of the level of income.

In almost all tax regimes, an individual entrepreneur has the right to reduce the calculated tax by the entire amount of fixed payments paid, unlike an LLC, where only up to 50% of the transferred insurance premiums are allowed to be used.

The tax burden is greater. Founders pay 13% (since 2015) from their dividends (profits).

Insurance premiums even for one employee with the lowest wages will be approximately the same as for individual entrepreneurs.

Reporting

The amount of reporting is much less.

More reporting.

Accounting

Accounting is not required.

IP on special taxation regimes - USN, UTII or patent

- submits one report on one tax.

It is necessary to maintain a complete accounting. Small LLCs have the right to rent in a simplified form.

If there are a lot of income/expenses, you will need to hire an accountant.

Other reporting depends on the chosen system of taxation.

Cash discipline

Compliance with most of the rules of cash discipline is optional.

All rules of cash discipline must be observed.

Small LLCs have the right not to set a cash balance limit.

Purchase of equipment and reporting

Accounting for equipment in the business where it came from is not necessary.

The management of the LLC must contribute all equipment to the authorized capital.

Liability and fines

There are fewer types of liability, and the amount of fines is lower than that of legal entities.

For example:

• The maximum administrative fine is 50,000 rubles.

Another example:

• For non-compliance with the rules for using a cash register, a fine for individual entrepreneurs ranges from 3,000 to 4,000 rubles.

There are many more types of liability than individual entrepreneurs. Fines are much higher and are imposed not only on the organization itself, but also on its officials.

For example:

• The maximum administrative fine is 1 million rubles.

Another example:

• For non-compliance with the rules for the use of a cash register, the fine will be from 30,000 to 40,000 rubles.

Attracting investments

It is impossible to attract investments in its pure form. As a rule, you have to draw up a loan, loan or lease.

There may be problems with lending for large amounts.

You can find investors, but in return for the invested funds, you will need to allocate a stake in the LLC.

Attractive to investors. The prospect of expanding to a joint-stock company and entering the stock exchange.

It is easier to borrow in banks for large amounts.

Cooperation

They cooperate with individual entrepreneurs in the same way as with legal entities.

They interact more willingly than with entrepreneurs.

There are situations in which organization is the only possible form of cooperation. For example, when participating in some government tenders.

prestige

Many companies do not want to work with individual entrepreneurs, considering them less reliable and prestigious partners, and also because of problems with VAT.

No problem. The reputation of the company is higher than that of the IP.

Opening branches

You can work throughout the Russian Federation.

It is not necessary to register branches, but, as a rule, you have to report at the place of residence.

The right to USN is not lost.

To work in another region, you have to open a separate subdivision and register with the local IFTS.

The right to USN is lost.

Business sale, re-registration

IP cannot be sold, donated, re-registered to another person. You can only close and reopen the business.

LLC can be sold or change founders, re-register.

Closure and liquidation

Liquidation of IP is easier, faster and cheaper.

Enough:

Write an application to the IFTS.

Pay the state duty in the amount of 160 rubles.

Closing an LLC is a complex process that can take up to 4 months. In addition, liquidation costs money.

Starting a business in Russia is a topic that any person who is more or less engaged in something that can be turned into an entrepreneurial approach approaches. And, as usual, the question arises of legalizing this activity. What is better than an individual entrepreneur or LLC - this question occupies any novice entrepreneur who is not versed in jurisprudence and is not at all familiar with accounting intricacies. Let's look at the differences using the example of a comparison table of both forms of management.

Types of entrepreneurial activity

A person wondering what is better to open, an individual entrepreneur or an LLC, is probably a novice entrepreneur. Therefore, it will be useful to know the meaning of these abbreviations.

LLC, or more simply, an organization is a legal entity that is formed for some economic activity. There is a charter, there is one or more owners, among whom the shares of the LLC are distributed. Liability is limited by the articles of association and, in some cases, by the personal property of the owners (in case of fraud).

IP - de jure is not a legal entity. This is an individual who has received the right to engage in entrepreneurial activities, including hiring employees. Responsible for everything, including personal property, as well as after the closure of the IP.

There is no difference between sole proprietorship and LLC

First, let's look at what the organization and the entrepreneur have in common.

• Tax system for beginners. Basically, they choose either the USN system - simplified, where only 6% of revenue, or UTII - where 15% of income minus expenses. If we consider OSNO, then organizations will pay taxes on profits, and individual entrepreneurs will pay personal income tax. Not very popular taxation systems, most often require the involvement of a professional accountant. IP does not need property tax, OSNO LLC will have to look for money for this.
• Workers and their rights are all the same. The same deductions, the same labor relations. There are slight differences in the design of contracts.
• Contracts with clients - similarly, you do not need to prescribe any features.

Differences

It is easier to answer the question of an individual entrepreneur or an LLC which would be better with the help of visual visualization. The table of differences will help you - frankly negative points are highlighted in red, green - what is better for a novice businessman.

Important differences

A few minor differences between LLC and sole proprietorship

Summing up

If you have a very small business and it falls into the list of IP on a patent, it is naturally better than him. If the business is large enough, with several employees, and you plan to work with individuals, it can be both an individual entrepreneur and an LLC. If you plan to interact with large companies and government orders, organize an LLC, it is easier for many to work with an organization than with individual entrepreneurs.

Understanding the process of registering an LLC and an individual entrepreneur is not so difficult. The main thing is to take into account the types of activities of your business. And decide whether you will save money and go to the tax office on your own or decide to contact a special legal service.

If you want to entrust the registration process of your organization to professionals, then we recommend the service

After registering an individual entrepreneur with the tax office, you get not only the right to conduct business, i.e. engage in entrepreneurial activities, but also duties, the first of which is to submit reports and pay insurance premiums for themselves. In addition to these key responsibilities of each IP, there are a number of nuances that you should be aware of in order not to run into fines in the very first month of your official activity. Especially for this article, we have selected seven important issues that an IT freelancer needs to solve immediately after state registration.

1. Choose the right taxation system

If, when registering as an individual entrepreneur, you did not submit notifications of the transition to a simplified taxation system, then you need to decide on the taxation system within X time after the date of registration.

The system of taxation is the procedure for calculating and paying taxes. Each system has its own rate and tax base, but the main thing is that the amounts of tax payable differ significantly. One of such illustrative examples is in the article "How much does a programmer in Moscow earn according to the Federal Tax Service".

There are five taxation systems in total, but one of them (ESKhN) is intended only for agricultural producers. You can choose between the main (OSNO) and special systems (USN, UTII, PSN). In principle, the calculation of the tax burden is an accounting topic, so if you know a competent specialist, then it makes sense to contact him.

• on OSNO you have to pay 13% of the difference between income and expenses plus VAT;
• with the STS Income tax will be 6% of income (in some regions the rate can reach up to 1%);
• with the simplified tax system Income minus expenses - from 5% to 15% of the difference between income and expenses (in some regions the rate can reach up to 1%);
• the cost of the patent is issued by the FTS calculator;
• the calculation of UTII is a little more complicated, but it can really do it on its own.

If you don’t want to delve into the calculations, but you can’t get to the accountant, we recommend that you apply for the simplified tax system Income, because. this is the most common system of taxation. Plus, this is the simplest system in terms of reporting with a fairly low tax burden. It can also be combined with any other systems, except OSNO.

Why is it important: special (they are also preferential) tax regimes allow you to reduce payments to the budget to a minimum. This right is enshrined in Article 21 of the Tax Code of the Russian Federation. But if you yourself do not submit an application for the transition to the simplified tax system, UTII, PSN, then no one will persuade you. By default, you will have to work on a common system (OSNO). It is undesirable to forget about the reporting deadlines of your system; for an unsubmitted declaration, the tax authorities very quickly block the current account of the individual entrepreneur.

Another reason to submit tax returns on time is the risk of receiving a payment in the amount of 154,852 rubles from the PFR. The logic is this - since you did not report your income to the IFTS, then their size is simply immodest. This means that contributions will be calculated to the maximum (8MRO * 26% * 12). This is not a fine, the money will go to your pension account and will be taken into account when calculating your pension (if everything has not changed again by then), but still the surprise is not the most pleasant.

2. Take advantage of tax holidays

If you are registering as an individual entrepreneur for the first time after the adoption of the regional law on tax holidays, you can claim a zero tax rate under the STS and STS regimes. You can not pay tax for a maximum of two years. The specific types of activities for which tax holidays are established are determined by the regional law.

There are no tax holidays for developers in Moscow, but if your activity is related to research and development, then in most regions, including Moscow, you can get a zero tax rate.

Details of tax holidays, as well as the base of most regional laws can be found here.

Why is it important: if there is an opportunity to be in a tax haven for a while, why not take advantage of it? In addition, on the PSN, in principle, there is no way to reduce the cost of a patent by the amount of contributions. And as part of the tax holidays, an IP patent will not cost you anything.

3. Know and pay insurance premiums for yourself

Insurance premiums are payments that each entrepreneur is obliged to make for himself to the pension fund (PFR) and the compulsory health insurance fund (FOMS). Starting from the new year, the Federal Tax Service will take over the collection of contributions, because. according to the authorities, the funds themselves do a poor job of collecting payments in their favor.

The minimum contribution amount changes every year. In 2016, this is about 23 thousand rubles plus 1% from incomes over 300 thousand. If you have been registered as an individual entrepreneur for less than a year, then the amount is recalculated accordingly. Contributions for yourself must be paid all the time while you are registered as an entrepreneur. Justifications and arguments of the form:

• I do not conduct real activity;
• what kind of business is there, some losses;
• the employer pays contributions for me according to the work book;
• I'm actually retired, etc.

not accepted by the foundations.

You can not pay contributions for yourself if the individual entrepreneur was drafted into the army or he takes care of a child under one and a half years old, a disabled child, a disabled person of the 1st group, elderly people over 80 years old. But even in these cases, the accrual of contributions does not automatically stop, you must first submit documents that you are not engaged in a real business.

So it’s not worth opening an IP just like that, with the expectation that it might come in handy someday. If you nevertheless registered as an individual entrepreneur, and now you are in idle time, then it is cheaper to deregister (the state duty is only 160 rubles), and, if necessary, register again. The number of approaches to the reception desk is not limited.

Why is it important: contributions will still be collected from you, even if you close the IP. Plus, a fine of 20% to 40% of the unpaid amount and penalties will be charged. In addition, by not paying contributions on time, you deprive yourself of the opportunity to immediately reduce the accrued tax by this amount.

An example of reducing payments under the simplified tax system for insurance premiums

An individual entrepreneur without employees on the simplified tax system Income for 2016 earned 1 million rubles. He had no business expenses (but even if he had, then no expenses are taken into account on the simplified taxation system Income).

Tax amount 1,000,000 * 6% = 60,000 rubles. IP insurance premiums for themselves amounted to 30,153.33 rubles, based on:

• contributions to the PFR - (6,204 * 12 * 26%) + ((1,000,000 - 300,000) * 1%) = (19,356.48 + 7,000) = 26,356.48 rubles.
• contributions to the MHIF - 3,796.85 rubles (6,204 * 12 * 5.1%) at any income level.

The entrepreneur took advantage of the right to reduce advance payments for a single tax on the simplified tax system at the expense of paid insurance premiums, therefore he paid them quarterly (*).

Let's calculate the total amount that went to the budget in the form of tax: 60,000 - 30,153.33 rubles (the amount of paid insurance premiums by which the tax can be reduced) = 29,846.67 rubles. As a result, his entire tax burden, including insurance premiums, is 60,000 rubles. The net income from the business of an individual entrepreneur is 1,000,000 - 60,000 = 940,000 rubles.

(*) If you pay contributions in a single amount at the end of the year, you will first have to pay the full tax amount of 60,000 rubles, and then apply to the IFTS for a refund or offset of the overpaid tax. Therefore, it is better to pay contributions in installments every quarter, and immediately reduce quarterly advance payments on the simplified tax system. The result will be the same, but in the first case there is more trouble.

4. Submit a notice of commencement of activity

Few people know this, but before starting to provide repair services for computers and communication equipment (OKVED codes 95.11 and 95.12), an individual entrepreneur must submit a notice of the start of business activities to the local branch of Rospotrebnadzor.

This is done in order to include you in the inspection plan of Rospotrebnadzor, although they promise not to check for the first three years after registering an individual entrepreneur. But if a client complains about you, dissatisfied with the quality of services, then the check will be unscheduled. By the way, from January 1, 2017, Rospotrebnadzor will come with an inspection only if the client provides evidence that he has already tried to call you to account. Apparently, the department is already tired of checking the reality of all consumer complaints.

Why is it important: If you do not file a notification, you can get a fine of 3 to 5 thousand rubles. In itself, the indication of OKVED codes 95.11 and 95.12 when registering an IP does not oblige you to report anything. You only need to file a notification if you actually plan to start repairing computers and communications equipment.

5. Open a current account

You can work without a current account if your clients are individuals who pay in cash, and you enter into agreements with other individual entrepreneurs and LLCs for amounts not exceeding 100 thousand rubles. This is the limit set by the Central Bank for cash settlements between commercial entities.

It is quite easy to exceed it, because this is not a one-time payment, but the amount of settlements during the entire term of the contract. For example, you entered into a lease for a year, the rent is 15 thousand rubles per month. The total amount of settlements under the agreement will be 180 thousand rubles, which means that payment of rent is allowed only by bank transfer.

Cashless payments are convenient in principle, not only because they increase the number of payment methods, but also allow the consumer to pay you with a credit card when he has no other free money. Settlements with electronic money can be legalized by creating a corporate IP wallet.

Why is it important: for violation of the cash limit, an individual entrepreneur is fined under Article 15.1 of the Code of Administrative Offenses of the Russian Federation (from 4 to 5 thousand rubles). And about why you should not accept payments to your personal card, we told in the article 5 reasons not to use your personal account in freelancing.

6. Register as an insured

If you use hired labor, then you must register as an insurer in a timely manner. Moreover, the type of contract with the employee - labor or civil law - does not matter. Even if you conclude a one-time short-term contract for the performance of some services or work with an ordinary individual, you become an insurer. That is, in addition to paying remuneration to the contractor, they are obliged to pay insurance premiums for him at their own expense, withhold and transfer to the personal income tax budget and submit reports.

The obligations of the insured to submit all kinds of reports on employees or performers are very depressing - there are really a lot of them, and it is complex. And since 2017, the main functions of administering contributions were transferred to the Federal Tax Service, nevertheless leaving some reporting for the PFR and the FSS.

Why is it important: the deadlines for registration as an insurer of individuals in the Pension Fund of the Russian Federation and the Social Insurance Fund - 30 days from the date of conclusion of the first labor or civil law contract. If the deadline is violated or not registered at all, then the Pension Fund will fine from 5 to 10 thousand rubles, and social insurance - from 5 to 20 thousand rubles. Since 2017, the registration procedure with the FSS has remained the same, and instead of the FIU, an application from an individual entrepreneur must be submitted to any tax authority.

7. Obtain a license if your activity is licensed

A license is a permit for the right to engage in a certain type of activity. In the IT sphere, the law of May 4, 2011 No. 99-FZ refers to the following areas as licensed:

• Development, production, distribution of encryption tools, information systems and telecommunication systems, performance of work, provision of services, maintenance in this area, except for the own needs of the organization or individual entrepreneur;
• Development, production, sale and acquisition for the purpose of sale of special technical means intended for secretly obtaining information;
• Activities to identify electronic devices designed to secretly obtain information, except for the own needs of the organization or individual entrepreneur;
• Development and production of protective equipment, activities for the technical protection of confidential information.

Licenses are issued by the FSB, advice on licensing issues can be obtained.

Why is it important: for activities without a license or in violation of its conditions, an administrative fine can be collected under Article 14.1 of the Code of Administrative Offenses of the Russian Federation (for individual entrepreneurs, the amount is from 3 to 5 thousand rubles), confiscation of manufactured products, production tools and raw materials is also allowed. If, as a result of such activities, large damage is caused or income is received on a large scale, then criminal liability is also possible.

Criminal Code of the Russian Federation, Article 171. Illegal entrepreneurship

1. Carrying out business activities without registration or without a license in cases where such a license is obligatory, if this act has caused major damage to citizens, organizations or the state, or is associated with the extraction of income on a large scale, shall be punishable by a fine in the amount of up to 300 thousand rubles or in the amount of the wage or other income of the convicted person for a period of up to two years or by compulsory works for a term of up to four hundred and eighty hours, or by arrest for a term of up to six months.

2. The same act:

a) committed by an organized group;

b) associated with the extraction of income on an especially large scale, -

punishable by a fine of from one hundred thousand to five hundred thousand rubles or wages or other income of the convict for a period of one to three years or by compulsory labor for a term of up to five years, or by deprivation of liberty for a term of up to five years, with or without a fine in the amount of up to eighty thousand rubles or in the amount of the wage or other income of the convicted person for a period of up to six months.

Finally, a brief overview of what cannot be done with IP:

1. IP cannot be sold completely as a business. An entrepreneur can sell property, remnants of goods, raw materials, materials, and so on. The buyer, if he intends to continue doing business, must be registered as an individual entrepreneur or LLC. Documents that contain the name of the entrepreneur-seller (licenses, permits, approvals, contracts, etc.) will have to be re-registered for the new owner, and this is not always easy.
2. IP cannot be renamed. Changes in the name of the individual entrepreneur are allowed only if the passport data of the individual himself has changed. For example, when changing the surname in marriage. But it’s impossible to simply call yourself by a different name or come up with a sonorous pseudonym / name. You can register a trademark or service mark that you use in advertising, but the IP will still appear in official documents under the full name of an individual.
3. You cannot register two or more IPs at the same time. Registration of an entrepreneur is carried out on his TIN of an individual, which does not change throughout his life, regardless of the change of name. If you are an active entrepreneur, the tax authorities will immediately see this, so they will refuse to open a new IP. If you want to have several unrelated businesses, register companies, you just need to stop at the number 10, after which the founder is recognized as a mass one.
4. IP cannot be transferred or rented. This is equivalent to renting a passport or work book. There are such offers on the Internet, moreover, they try to convince that everything is within the law: they will show copies or originals of the IP registration certificate, issue a power of attorney and even sign an agreement on joint activities. But such an agreement has the right to conclude commercial entities, and not individuals, so it has no legal force. Everything that you earn will belong to the “landlord”, you can only try to prove something through the court.

If you are not yet an IP, but are actively thinking about it, read our full instructions for registering an IP with all the life hacks. We are also ready to provide you with a free consultation.

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