Registration of LLC in another city

Jan, 21 2024


Registration of a legal entity is an event for the opening of a new limited liability company for conducting business.

It is generally accepted that entrepreneurs open companies in the place where they live and are going to do business. However, regarding the registration of an LLC in another city, the law says that there is a right to open a company in any city, village, settlement. Thus, there are no legal restrictions.

Also, it does not matter for the opening whether the potential founder or director is in the locality at the moment. Moreover, registration of the founder or director at the place of residence is also not important. The only clarification concerns the mandatory availability of a clear and detailed legal address of the future LLC. To register it, it is enough to rent non-residential premises or buy real estate in the location in which the LLC will be opened.

In this article we will consider in detail the issues related to the opening of a legal entity in another city.

The procedure for registering an LLC in another city

For an unprepared founder, opening his own LLC in another city may be associated with some difficulties.

First of all, you need to decide how to apply for registration with the tax service. Today it is not necessary to be personally present at the Federal Tax Service to apply documents. In case of urgence, you can use the services of couriers.  

However, there are 2 options:

  • Submit documents using the UKEP (enhanced qualified electronic signature).
  • Submit documents through a notary.

In such cases, the founder is exempt from paying the state fee, however, in any case he will have to pay for the issuing of the UKEP or for the services of a notary.

In general, the registration procedure should include the following steps:

Stage 1. Choosing a legal address.

One requirement applies to such an address – the company’s office must be located there. This is necessary to receive notifications from government authorities or customer complaints. It is important to understand that court orders or notices of the FTS (Federal Tax Service) will be considered officially received if sent to a legal address.  

The company can be registered in a building/premises owned by the company/founder, by registration of the director or in a rented room.

Stage 2. Collection of necessary documents for submission to the Federal Tax Service.  

The opening of an LLC in another city does not differ in the list of documents. This means that for registration it is necessary to provide the following package of documents in electronic form or through a notary:

  • Application form P11001.
  • Notifications about the transition to the USN (simplified tax system) if the company fits the criteria of SMEs (small or medium enterprise).
  • Confirmation of the rights to use the premises under the legal address – the ownership right documents, the lease agreement of the premises, the letter of guarantee from owner.
  • Articles of Association of a Limited Liability Company.  
  • Minutes of the founders’ meeting or the resolution of the sole shareholder of the LLC.
  • A copy of the passports of the founder/founders.
  • Receipt of payment of the state fee.

Stage 3. The decision of the Federal Tax Service.   

As a rule, the Federal Tax Service checks the documents within 5 working days. The Federal Tax Service checks the data about the new company through electronic databases, including the legal address. If there are violations, the registration of the LLC will be refused.

Stage 4. Receipt of documents.    

If the decision is positive, an extract from the register of the Unified State Register of Legal Entities with the registration of a new LLC will be sent to the founder.

Stage 5. Preparing to get started.    

Before you start doing business immediately after registering an LLC, you need to perform a few more mandatory actions:

  • Receive TIN and OGRN certificates.
  • Sign a postal service agreement.
  • Receive registration approval with the FIU and the FSS.
  • Get statistics codes.
  • Open a bank account in any selected bank.

Tax requirements for company registration

There are situations when the tax authority refuses to register an LLC for a far-fetched reason. The prerequisites for this can be very different:

  • Allegedly incorrect OKVED codes (codes that describe company’s economical activities).
  • Signs of registration of a one-day company.
  • Absence of a residence permit from the director of the LLC in the city of registration.

Such prohibitions are illegal. In the event of such a situation, it must be resolved through the court.

Alternative method of working in another city

There is an alternative method to conduct business in another city without opening an LLC in it. For example, this applies to the opening of a company in the city of its location and registration of a separate division of this LLC in another place. It is much easier to open a representative office or branch.

The creation of a separate division involves the mandatory creation of jobs for the payment of taxes to the local budget.

You can open a representative office or branch through the FTS or the Multi-functional center. The second method involves collecting the same documents.

Note that the presence of an LLC outside the place of registration does not automatically make it a branch.

Re-registration of LLC at a different address

If the company is not opened, but re-registered in another city, it is necessary to perform data reconciliation. The Federal Tax Service and extra-budgetary funds participate in this procedure. As part of the control measures, calculations with the budget are checked. If there is no debt, a corresponding act is signed. If there are debts, you must first pay off the debt.

The LLC can be re-registered only after the reconciliation is completed. To complete the procedure, you need to submit an application to the inspection of FTS at a new address. As part of the procedure, the personal file and other financial documents are transferred.

In case of a positive decision, a new extract of the Unified State Register of Legal Entities is issued to the founder.

If there are problems with the registration of a company, you need to seek professional help. VALEN’s lawyers will answer all your questions and help you prepare the documents.

Author of the article
Registration of LLC in another city
Valentina Khlavich
Managing Partner
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