会社設立, 税務コラム
これだけは知っておこう！株式会社設立の流れと必要書類
定年後に株式会社を設立しようと考えてらっしゃる方は多いのではないでしょうか。
ここでは、具体的な株式会社設立の流れと設立において用意すべきものについて、簡単にご紹介していきます！
株式会社の設立の手順
ここでは、株式会社設立において、最初に行わなければならない７項目について順を追って紹介していきます。
「類似商号」の調査
社名のことを正式には「商号」といいます。
会社法施行後の株式会社設立では、類似商号をチェックする必要性が少なくなりましたが、同一住所に同一商号の法人は設立できませんので注意しましょう。
印鑑の作成
会社設立・事業運営に最低限必要な印鑑は、以下の3つです。
社長個人の実印
会社設立で最初に行う作業は、定款を作成し、認証を受けることです。
その際に個人実印が必要となります。
既にあるならば、公証人役場で定款の認証を受ける際、個人実印の印鑑証明書が必要となりますので、あらかじめ市役所等で印鑑登録しておきましょう。
会社実印
法人設立登記・設立後の諸決議など、様々な重要局面で必要です。
会社実印は、照合に適さない印影が著しく複雑または簡単なものでなく、一辺が10mm以上30mm以内の正方形に収まるものにしましょう。
会社銀行印
会社実印とは、別に銀行印も作成しておきましょう。
取引関係者や第三者が印鑑証明書(或いはコピー)を入手すると、その証明書の印影を使って簡単にお金を引き出すことが可能です。
多少の出費でリスクを低減できるのですから、別個に購入しておくのが良いでしょう。
定款の作成
定款とは、つまり会社のルールのことです。
定款記載項目(一部抜粋)
- 会社の商号
- 会社の事業目的
- 発行可能株式数
- 設立に際して発行する株式の総数と一株の金額
- 発起人が引き受ける株式の数
- 資本金を払い込む金融機関
などを記載します。
公証人役場に3部(公証人役場保管用、法務局提出用、会社保管用)作成し提出し、認証を受ける必要があります。
認証を受けたら、うち1部を法務局に提出します。
定款に記載する項目については、記載方法により、法的効力も大きく変わってきますので、注意して作成しましょう。
定款認証後は、原則として訂正できません。(認証後の変更は、法務局での変更登記が必要となり、別途登記費用がかかりますので注意しましょう。)
記載漏れのないよう、行政書士などにチェックを依頼すると安心です。
定款の認証を受ける
公証人役場で認証を受ける必要があります。
費用：合計 91,000円
内訳：
定款認証代 50,000円
印紙代 40,000円
謄本代 約1,000円(1枚250円)
定款の認証を受けた謄本は、設立登記申請時に必要となります。忘れずに受け取るようにしましょう。
※紙による定款の場は、印紙代40,000円が必要ですが、電子定款の場合は印紙代が不要です。
定款認証時に必要な書類(紙による定款)
- 定款(3通作成し提出：公証人が保管、登記提出、会社保管用)
- 発起人全員の印鑑証明書 各1通(発起人が法人の場合、その登記簿謄本1通)
- 収入印紙 40,000円(3通のうち1通に貼り付けますが、定款再作成や不受理の可能性もあるので、公証人の指示があるまでは、貼らないほうが良いでしょう)
- 定款認証費 50,000円
- 謄本交付手数料 約1,000円
出資金の払込
出資払込金を証明する書類とし、設立時点の代表取締役等の「残高証明書」と「預金通帳のコピー」が必要です。
「残高証明書」は、出資金額を口座に入金後、銀行を発行してもらえます。
手数料は、500円～1,000円程度で発行してもらえます。
設立登記の申請
法務局で「株式会社 設立登記申請書」を提出し、審査を受けます。
申請時に、設立登記登録免許税(登記印紙代)が15万円必要です。
登記申請をする際、記載方法などを最寄りの法務局であらかじめ確認しておくとよいでしょう。
また、その際、「登記申請書類一式」も大きなミスなどがないかをチェックしてもらうと、訂正や申請却下のリスクなどが大幅に減ります。
設立登記申請の際に必要な書類
- 株式会社設立登記申請書
- 定款
- 設立時取締役、設立時監査役選任及び本店所在場所決議書又は発起人会議事録
- 設立時代表取締役を選定したことを証する書面
- 設立時取締役、設立時代表取締役及び設立時監査役の就任承諾書
- 印鑑証明書
- 法人実印を捺印した印鑑届書(法務局に用紙があります)
- 設立時取締役及び設立時監査役の調査報告書及びその附属書類(財産引継書等、現物出資に関する事項が定款に定められている場合)
- 払込みがあったことを証する書面(払込を受けたことを証明する旨を記載した書面に預金通帳の写し等を綴じたもの)
- 資本金の額の計上に関する設立時代表取締役の証明書
- 代理人による申請の場合は委任状
※会社の設立年月日は「法務局が登記書類を受け付けた日」になります。ただし、申請却下された場合は登記完了日(＝株式会社設立日)とはなりませんので、ご注意ください。
申請後、「登記申請時に窓口で提示されていた指定日」に法務局へ再度訪問し、補正の有無を確認します(電話でも確認できます)。
補正の必要がなければ、登記完了となります。
なお、株式会社設立後に金融機関で口座を開設したり、税務署などへ設立の届出をする場合に「登記簿謄本」と「印鑑証明」が必要となりますので、用意しておきましょう。
登記簿謄本は1通1,000円、印鑑証明書は1通500円です。
まとめ
いかがでしたでしょうか？
今回は、大まかに株式会社設立の流れなどについてご紹介しました。
これから、株式会社を設立しようと考えている方は、ぜひ参考にしてください！
最後まで読んで頂きありがとうございました。
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