Constituent documents are the main basis for the activities of an organization, as stated in Article 52 of the Civil Code of the Russian Federation. A legal entity must first be created, with the founders agreeing on the rules under which it will operate. These rules are documented - in the charter and the agreement on establishment, which is concluded if there are several founders.
But when an individual entrepreneur undergoes registration, a new structure is not formed. An individual simply receives the right to engage in business, which he can use or not. Nevertheless, the concept of constituent documents of an individual entrepreneur is often used in practice, so let’s figure out what meaning is put into it.
What are the differences between the constituent documents of individual entrepreneurs and LLCs?
As we have already noted, the concept of constituent documents of a legal entity is enshrined in law. Moreover, the Civil Code of the Russian Federation recognizes only the organization’s charter in this capacity. The establishment agreement has not been a constituent document for several years, although it contains the basic conditions for the interaction of partners in a limited liability company. Another important document for the organization is the agreement with the director. After all, the manager acts on behalf of a legal entity without a power of attorney and represents the company in transactions and legal relations.
An individual entrepreneur does not develop a charter for his business and does not enter into an agreement with the manager. In transactions with partners, he acts on his own behalf, as an individual. What then is meant by the constituent documents of an individual entrepreneur?
In this case, we mean official confirmation of the legal activities of the entrepreneur. That is, the constituent documents of an individual entrepreneur are proof that a person has been registered with the Federal Tax Service, and information about him is included in the state register of businessmen.
But the application for registration of an entrepreneur in form P21001 is not considered to be the constituent documents. This is just background information that is needed at the preparatory stage - before registering a business.
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How long does registration take?
The law allocates three working days for registration of an individual entrepreneur from the moment of submission of documents to the tax office (clause 3 of article 22.1 of Law No. 129-FZ). However, the day of filing the application itself is not included in this period (Article 191 of the Civil Code).
If form No. P21001 is submitted through the MFC, then this period is increased by one working day, which is necessary to send documents to the Federal Tax Service (Clause 1 of Article 129-FZ Law).
Also see “Registration of an individual entrepreneur: step-by-step instructions.”
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Where to get confirmation of the legal activities of an individual entrepreneur
Business entities are registered by the Federal Tax Service. The Federal Tax Service makes a decision on the possibility or refusal to register an individual entrepreneur, on the basis of which a special document is issued - a USRIP entry sheet. Until 2021, a certificate of registration of individual entrepreneurs was issued instead, which still has legal force.
Now the entry sheet from the state register is sent to the individual entrepreneur only in electronic form to the email specified in the P21001 form. In principle, to start your activity, you just need to print this document from the letter from the Federal Tax Service. But if you wish, you can also receive a record sheet in paper form. To do this, you need to submit an application to the registration inspectorate, which registered the entrepreneur.
So, the USRIP entry sheet or individual entrepreneur registration certificate is the main document on the basis of which an entrepreneur conducts his business. But in addition, there is also an important list of papers that counterparties and banks request.
Payment of state duty
For state registration, the future entrepreneur must pay a state fee. Its size is 800 rubles. A receipt for payment can be generated on the Federal Tax Service website using the “Payment of state duty” service.
But this expense can be avoided. It is enough to send an application for registration of individual entrepreneurs in electronic form (subclause 32, clause 3, article 333.35 of the Tax Code of the Russian Federation, clause 1, article of Law No. 129-FZ). This can be done through the website of the Federal Tax Service, the Unified Portal of State Services or a notary. The application must be signed with an enhanced qualified electronic signature. Also see "".
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List of constituent documents for an existing individual entrepreneur
What constituent documents should an individual entrepreneur have? With the reservations that we have already mentioned, this list can include:
- Identity document of an individual entrepreneur. For Russians this is usually an internal passport, for foreigners - a notarized translation of a foreign document. There is no need to present a power of attorney or an order to manage the activities of an individual entrepreneur, because the entrepreneur acts on his personal behalf as an individual, which is confirmed by his passport.
- Certificate of assignment of TIN. Most individuals receive this document even before registering an individual entrepreneur, but if this is not the case, then the Federal Tax Service will definitely appropriate it. An individual tax number is required to identify a taxpayer, submit reports, enter into agreements, conduct transactions on a bank account, etc.
- USRIP entry sheet or individual entrepreneur registration certificate. The entry sheet is also called an extract from the register, and it contains the most complete information about the legal status of an individual entrepreneur. So, from it you can find out the date and place of registration of the individual entrepreneur, OGRNIP code, and business activity codes according to OKVED.
- Statistics codes. Rosstat assigns unique digital codes to each business entity: OKATO, OKTMO, OKFS, OKOPF. They are indicated when filling out payment documents and reporting, opening a current account, etc.
- Notification of registration of an individual entrepreneur as an insurer in the Social Insurance Fund. If an individual entrepreneur plans to hire workers, he must register with the social insurance fund within 30 days after concluding the first employment contract.
Submitting an application to open an individual entrepreneur
An application prepared on paper in form No. P21001, together with a copy of the identity document and the original document on payment of the state duty, must be sent to the Federal Tax Service. There are several ways to do this.
First: submit directly to the tax office at the place of residence of the future individual entrepreneur - in person or by mail. In the latter case, you need to use a letter with an inventory of the investment and the declared value. The signature on the application must be certified by a notary. You can clarify information about the address of the inspection using the service “Determining the details of the Federal Tax Service, the state registration body of legal entities and/or individual entrepreneurs serving this address” on the Federal Tax Service website.
The second method: the documents can be submitted to the MFC, which will act as an intermediary and forward them to the required tax authority. The future entrepreneur can personally visit the multifunctional center, or entrust this to his representative. If the second option is used, the representative must have with him a notarized power of attorney, as well as a copy of it certified by a notary.
Electronic form No. P21001, signed with an enhanced qualified electronic signature of the future entrepreneur, can be sent to the tax office through the Unified Portal of State and Municipal Services or the Federal Tax Service website. You can also use the services of a notary, who will present the necessary documents to the inspectorate. In this case, the application is certified by the electronic signature of a notary (Clause 1 of Art. Law No. 129-FZ). As already noted, when submitting an electronic application you will not have to pay a state fee.
Submit documents for registering an LLC/IP or making changes to the Unified State Register of Legal Entities/Unified State Register of Individual Entrepreneurs via the Internet
In what cases are constituent documents of an individual entrepreneur needed?
An individual entrepreneur must keep the documents listed above for the entire period of business, but the main consumers of this information are not the individual entrepreneur himself, but counterparties and banks. The fact is that, according to current legislation, it is these interested parties who are responsible for checking the status of an entrepreneur.
The obligation to verify the integrity of a transaction partner is established by Resolution of the Plenum of the Supreme Arbitration Court of October 12, 2006 No. 53 and numerous letters from the Federal Tax Service and the Ministry of Finance. If you conclude an agreement with a person who is not listed in the state register of individual entrepreneurs or organizations (even though such status is declared), then the costs of the transaction with him cannot be taken into account when calculating tax.
Moreover, the party to the contract that did not exercise due diligence when choosing a partner may be accused by the Federal Tax Service of participating in an illegal scheme and tax evasion. Therefore, you should not be surprised that in preparation for the transaction, your counterparty will request a Unified State Register of Entrepreneurs and other documents confirming the status of an entrepreneur.
As for banks, they can open current accounts for business payments only to those who are not involved in illegal transactions. The security service of any bank will definitely check the documents of an individual entrepreneur, as well as his business reputation, if it has already been established. In this case, the bank risks its own license, which can be revoked by the Central Bank at any time and stop the work of the credit institution.
Opening a current account may be refused, and the bank is not obliged to explain the reasons for the refusal. The worst thing is if the individual entrepreneur is added to the so-called black list, being on which it is impossible to open a current account in any of the Russian banks. This will significantly complicate or even completely paralyze business activities.
Thus, the constituent documents for an individual entrepreneur are a kind of business passport, without which it is impossible to fully operate.
conclusions
- Officially, individual entrepreneurs do not have constituent documents, but in practice they are understood as confirmation of the legality of business activity.
- The main evidence of registration of an individual entrepreneur is the Unified State Register of Entrepreneurs. Information from this register is publicly available to all interested parties. If an entrepreneur is registered before 2021, the entry sheet can be replaced with an individual entrepreneur registration certificate.
- The list of constituent documents for individual entrepreneurs also includes a copy of the entrepreneur’s passport, a certificate of TIN assignment, notices of registration as an insurer, statistics codes, and sometimes bank account details.
- The constituent documents of an individual entrepreneur are needed not only by the entrepreneur himself, but also by his transaction partners, who are obliged to verify the integrity of the counterparties. Banks also request this information when opening a current account.
Choosing a tax system
In 2021, entrepreneurs have the right to apply a general or simplified system (OSNO or simplified tax system, respectively), a patent system (PSN), a taxation system in the form of a single agricultural tax (USAT), or pay professional income tax (OPI) within the framework of a special regime for the “self-employed”.
By default, immediately after registration, the entrepreneur will be on OSNO. In general, he will have to pay personal income tax on his income (at a rate of 13% or 15%) and VAT on sales (at a rate of 20% or 10%). But if desired, a businessman can switch to the simplified tax system, PSN or unified agricultural tax from the very first day of his activity (of course, subject to compliance with the requirements of the chosen regime). You can inform the tax authority about the use of one or another special regime immediately when submitting documents for registration as an individual entrepreneur, or later. The main thing is to meet the deadlines established by the Tax Code (clause 2 of Article 346.13, clause 2 of Article 346.45, clause 2 of Article 346.3 of the Tax Code of the Russian Federation).
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IMPORTANT
When choosing a tax regime, you need to take into account that the general system, the “simplified” system and the special regime for agricultural producers apply to all business activities. But only certain types of businesses can be transferred to the patent system. This special regime is applied along with, that is, jointly, with other taxation systems (clause 1 of Article 346.43 of the Tax Code of the Russian Federation). Accordingly, if an individual entrepreneur in the patent system receives income that is not subject to “patent” tax, then he will have to pay taxes on them under another tax regime - OSNO (default), simplified tax system or a special regime for agricultural producers, if the individual entrepreneur declared their use.
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You also need to remember that the Tax Code directly prohibits the combination of the Unified Agricultural Tax and the simplified tax system (subclause 13, clause 3, article 346.12 of the Tax Code of the Russian Federation). Thus, currently an entrepreneur can apply no more than two taxation systems at the same time. Moreover, the first of them is PSN, and the second is UST, “simplified” or OSNO. For more details, see “Cancellation of UTII from 2021: how to switch to the simplified tax system, OSNO, patent or unified agricultural tax and continue to work.”
Let us separately dwell on the special regime for the “self-employed”. Entrepreneurs can become payers of tax on professional income only if they do not conduct any other business activities other than those that fall under this special regime (clause 1 and subclause 7, clause 2, article of the Federal Law of November 27, 2018 No. 422-FZ). The range of income that is subject to NPA is quite narrow. And the amount of professional income cannot exceed 2.4 million rubles. in year. For more details, see “Self-employed citizens in 2021: types of activities, taxes, regions.”
