How to register a separate subdivision in a year. How to open a separate division of LLC. Registration of a separate division in the tax office

This obligation does not apply to separate subdivisions established outside the territory of the Russian Federation, as well as to branches and representative offices.

The legislation provides for the possibility of creating legal entities not only branches and representative offices (Article 55 of the Civil Code of the Russian Federation), but also such separate divisions that are not branches or representative offices in the sense of Art. 55 of the Civil Code of the Russian Federation.

Such subdivisions are not indicated in the constituent documents, and their occurrence is not associated with the issuance of any administrative acts by the governing bodies of the legal entity, but solely with the organization's current business activities and the creation of stationary jobs outside the location of the organization itself (Article 11 of the Tax Code of the Russian Federation). Initiative to equip workplaces, the creation of which leads to separate subdivision, may belong to both the head of the organization and another person with the appropriate authority.

According to paragraph 1 of Art. 83 of the Tax Code of the Russian Federation, organizations that include separate subdivisions located on the territory of the Russian Federation are subject to registration with the tax authorities at the location of each of their separate subdivisions. The obligation of an organization to submit to the tax authority at its location a notice of the creation of each separate subdivision arises regardless of which tax authority has jurisdiction over the territory where the separate subdivision is created.

According to paragraphs. 3 p. 2 art. 23 of the Tax Code of the Russian Federation, a message must be sent to the tax authority within one month from the date of the creation of a separate subdivision.

When is a separate division considered created?

According to the Ministry of Finance, each case of the potential creation of a separate subdivision must be considered separately. To resolve the issue of the presence or absence of signs of a separate subdivision of the organization, the essential terms of the contracts (rent, contract, provision of services or others) concluded between the organization and its counterparty, the nature of the relationship between the organization and its employees, as well as other actual circumstances of the implementation of activities outside their location (letter of the Ministry of Finance dated February 18, 2010 N 03-02-07 / 1-67).

Among other things, workplaces must be equipped, that is, each workplace must be adapted to perform the function for which it was created.

Thus, the workplace must be equipped, created by the employer and be under his direct or indirect control.

The Tax Code does not define territorial isolation. In our opinion, a subdivision will be considered territorially isolated if the address of its location differs from the address of the parent organization's location specified in the founding documents.

Recall that the location of a separate subdivision of an organization is the place where this organization carries out activities through its separate subdivision (clause 2, article 11 of the Tax Code of the Russian Federation).

Therefore, a separate subdivision will be considered open from the day the workplaces are equipped at an address different from the address of the organization's location.

A notice of the creation of a separate subdivision may be submitted to the tax authority in person or through a representative, sent by mail by registered mail or transferred to electronic form through telecommunication channels.

Registration with the tax authorities of a Russian organization at the location of its separate subdivision is carried out by the tax authorities on the basis of a notification, within five days from the date of its receipt.

It is important what kind of subdivisions we are talking about - branches (representative offices) or other structural units that are not reflected in the constituent documents.

If the company operates through a division that is not tax registered, tax inspectors will fine the company.

The amount of the fine will be 10 percent of the income received as a result of such activities, but not less than 40 thousand rubles (Article 116 of the Tax Code of the Russian Federation). Administrative responsibility is also provided for an official (head of a company or chief accountant). The fine ranges from 2,000 to 3,000 rubles (part 2 of article 15.3 of the Code of Administrative Offenses of the Russian Federation).

Registration of several separate divisions on the territory of one tax authority

The organization has the right to register its separate divisions located in the territories under the jurisdiction of different tax authorities, in one of the territorial tax inspectorates, determined by the company independently, and register cash register equipment used by these separate divisions in this inspection (Letter of the Federal Tax Service of the Russian Federation for Moscow dated 03.25.2011 N 17-15 / 028482).

According to paragraph 4 of Art. 83 of the Tax Code of the Russian Federation, registration with the tax authorities of a Russian organization at the location of its separate divisions (with the exception of a branch, representative office) is carried out by the tax authorities on the basis of messages submitted (sent) by this organization in accordance with paragraph 2 of Art. 23 of the Tax Code of the Russian Federation.

The obligation of an organization to submit to the tax authority at its location a notice on the creation of each separate subdivision arises regardless of the fact that a separate subdivision of the organization may be located

In the territory under the jurisdiction of the tax authority, in which the organization has already been registered at the location (letter of the Federal Tax Service dated 27.02.
On the territory of one municipality subordinate to the tax authority, in which the organization has already been registered at the location of another separate subdivision
On the territory of one municipality, the federal city of Moscow or St. Petersburg, subordinate to different tax authorities, in one of which the organization has already been registered at the location of another separate division. In the latter case, the organization can choose the tax authority for registration. In this regard, the registration in one territorial tax authority of separate subdivisions located on the territory of various municipalities of the city of Moscow, related to the jurisdiction of various tax inspectorates of Moscow, is lawful

Thus, if several separate divisions of the company are located in one municipality, federal cities of Moscow and St. Petersburg in territories subordinate to different tax authorities, registration of an organization can be carried out by the Federal Tax Service at the location of one of its separate divisions, determined by this organization independently. The company specifies information about the choice of the tax authority in the notification submitted (sent) Russian organization to the tax authority at its location.

When an organization creates several separate subdivisions in Moscow in the territories under the jurisdiction of different tax authorities, the company has the right to choose for registration on this basis the tax authority at the location of one of the created separate subdivisions.

Change of address of a separate subdivision

The organization within three days from the date of the change in information about the separate subdivision must send a message about this to the tax authority.

When the location of a separate subdivision changes, deregistration is carried out by the tax authority in which the organization was registered within five days from the date of receipt of the notification.

Registration of an organization with the tax authority at the new location of the separate subdivision is carried out on the basis of documents received from the tax authority by former place finding a separate unit.

How will the tax authority discover that the organization has created a separate division?

As part of tax control measures, both in relation to the organization itself and its counterparties, for example, landlords of office centers or storage facilities, general contractors. An on-site tax audit is not required to hold accountable for violating the registration procedure.

To register a separate subdivision with the tax authority, the following documents will be required

Passport of the person submitting the documents
Power of Attorney, if documents are not submitted CEO companies
Application form C-09-3-1

Within five working days from the date of receipt of the specified message, the tax authority registers the organization at the location of its separate subdivision and issues the organization a notice of registration with the tax authority (clause 6, article 6.1, clause 2, article 84 of the Tax Code of the Russian Federation ).

By the way, unlike branches and representative offices, you do not need to pay any fees when registering other units with the inspectorate.

As documents confirming the creation of a separate subdivision, can be submitted

Constituent documents of a legal entity indicating in them information about a separate subdivision
Extract from the Unified State Register of Legal Entities
Regulations on a separate division
Order (order) on its creation

So, for separate subdivisions (if this is not a branch or a representative office), you need to submit a message to your inspection in the form N С-09-3-1, and then the IFTS itself will transfer the information to the territorial tax office at the location of the separate subdivision, and she will put on accounting is a division.

Thus, in addition to filing an application for registration, the organization is obliged in all cases within a month from the date of the creation of a separate subdivision to report this to the tax authority at the location of the organization. The closure of a separate subdivision must also be reported to the tax authority within three days (subclause 3, clause 2, article 23 of the Tax Code of the Russian Federation).

The message is submitted to the tax authority in the form N С-09-3-1, approved by order of the Federal Tax Service of Russia dated 09.06.2011 N ММВ-7-6/362@ - item 7 of article 23 of the Tax Code of the Russian Federation.

If the organization has created a separate subdivision on the territory of the municipality where the organization itself is located, then it is not necessary to re-register (clause 1 of article 83 of the Tax Code of the Russian Federation). In this case, it is necessary to submit a notification about the opening of a separate subdivision in the manner prescribed by subparagraph 3 of paragraph 2 of Article 23 of the Tax Code of the Russian Federation.

If several separate divisions of an organization are located in the same municipality in territories subordinate to different tax authorities, the organization may be registered by the tax authority at the location of one of its separate divisions, determined by the organization independently (clause 4, article 83 of the Tax Code of the Russian Federation).

To do this, the organization must inform in writing which tax authority it has chosen for registration at the location of the separate subdivision. Moreover, you need to report to the tax authority that the organization has chosen for registration. This can be done using the recommended message form N 1-6-Accounting developed by the Federal Tax Service of Russia, submitting it together with form C-09-3-1 (order of the Federal Tax Service of Russia dated 09.06.2011 N ММВ-7-6 / 362@ (as amended by Order of the Federal Tax Service of November 21, 2011 N ММВ-7-6/790@)).

A message about the creation of a separate subdivision is sent to its inspection for each subdivision.

Letter of the Federal Tax Service of Russia of December 23, 2011 N PA-3-6 / 4271@

Question

The organization plans to open a separate division. In what form is it necessary to submit a notification to the tax authority about the creation of a separate subdivision? Is it applicable in this case form N С-09-3-1, approved by Order of the Federal Tax Service of Russia dated 09.06.2011 N ММВ-7-6/362@?

A notification about the creation of a separate subdivision (with the exception of a branch and a representative office) is submitted to the tax authority at the location of the organization in form N С-09-3-1, approved by Order of the Federal Tax Service of Russia dated 09.06.2011 N ММВ-7-6 / 362@ "On approval of the forms and formats of messages provided for in paragraphs 2 and 3 of article 23 of the Tax Code of the Russian Federation, as well as the procedure for filling out the forms of messages and the procedure for submitting messages in in electronic format via telecommunication channels" (registered by the Ministry of Justice on July 11, 2011, registration number 21307; " Russian newspaper", 2011, N 155).

To register a branch or representative office with the IFTS at the location of the organization or with the regional inspection, the following documents must be submitted

Notice of changes to founding documents in the form R13002 (Appendix N 5 to the order of the Federal Tax Service of Russia dated January 25, 2012 N MMV-7-6 / 25@). Information about the created branch (representative office) should be reflected in sheet A of the notification.
The decision to amend the constituent documents
List of amendments to the Articles of Association or the Articles of Association in new edition- in duplicate
Receipt of payment of state duty in the amount of 800 rubles

There are three working days from the date of amendments to the constituent documents to submit the papers to the IFTS.

The inspectors will register the branch within 5 working days from the date of submission of the Notice. At the same time, the IFTS will make an entry on registration in the Unified State Register of Legal Entities and send a written notification about it. Then you can go to the IFTS at the location of the branch and receive a notification that it has been registered with the tax authorities.

KKT at OP

Decree of the Government of the Russian Federation of July 23, 2007 N 470 approved the Regulations on the registration and application of cash registers used by organizations and individual entrepreneurs. It defines the requirements for CRE used by organizations and individual entrepreneurs, the procedure and conditions for its registration and application in the implementation of cash settlements and (or) settlements using payment cards in cases of selling goods, performing work or providing services on the territory of the Russian Federation.

According to paragraph 15 of the Regulations, as well as the Order of the Ministry of Finance of Russia dated March 10, 2009 N 19n "On approval of the Administrative Regulations for the execution of the state function by the Federal Tax Service for registration in in due course CCP used by organizations and individual entrepreneurs in accordance with the legislation of the Russian Federation "for registering a CCP, an organization submits to the tax authority at the place of registration of the organization (location of the organization's SE, place of residence of the individual entrepreneur) a certain set of documents (clause 27 of the Administrative Regulations).

A cash register to be used by a separate division of the user is registered with the Federal Tax Service at the location of this division.

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Registration of companies (LLC/IP; PJSC/JSC)
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Bringing the charter in line with Federal Law N 312-FZ
name change, legal address
Liquidation and reorganization of LLC/PJSC/JSC (CJSC)
Termination of activities as an individual entrepreneur
Other services
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Registration of a separate division in 2019 - step-by-step instruction will be given in our article - is carried out at the request of the Tax Code of the Russian Federation (clause 1, article 83). You will learn from our material about how long it takes to register such a unit, what package of documents to prepare and whether the conditions for the procedure have changed.

What is a separate division

Companies that have decided to expand their commercial interests may need to conduct business through new divisions - branches or representative offices (according to Article 55 of the Civil Code of the Russian Federation), for example, in another region of our country. They will pursue the same goals, perform the same tasks as the parent organization. Also, separate divisions are endowed with all the functions of the main company or part of them. This is the position of the Civil Code of the Russian Federation.

The position of the tax legislation differs from the civil one. The Tax Code of the Russian Federation distinguishes both branches and representative offices, as well as simply separate divisions. According to paragraph 1 of Art. 83 of the Tax Code of the Russian Federation, the company is obliged to register each new division at its location. The concept of a separate subdivision can be found in paragraph 2 of Art. 11 of the Tax Code of the Russian Federation. This is a branch of the company, the actual location of which is different from the main legal address. A separate subdivision may be formed in another region, city or district of an urban district, that is, in another municipality. One of the main conditions for recognizing a unit as a separate one is the presence of at least one stationary workplace in it. In this case, the place must be organized for a period of more than 1 month (Article 11 of the Tax Code of the Russian Federation).

As an example, we can cite such structures that have subdivisions located in different regions of the country and different districts of the same city, such as:

trade retail networks;
banking organizations.

Separate subdivisions can be different and created for various reasons. At the same time, registration under the Civil Code of the Russian Federation and the Tax Code of the Russian Federation is different. According to the Civil Code of the Russian Federation, only branches or representative offices are registered, and according to the Tax Code of the Russian Federation - any separate subdivision (at the location of the property, at the place of installation of the cash register). For tax office a notification that, for example, a KKM or a property is located on its territory is sufficient. This is necessary to control taxation. If your company has decided to register a separate division under the Civil Code of the Russian Federation (as a branch or representative office), get ready for a full-scale registration in accordance with all the rules. And here you will need detailed step-by-step instructions for registering a separate division in 2019.

For information on whether it is possible for a “simplified” to have a separate subdivision, read the article “We are opening a separate division under the simplified tax system” .

Package of documents for registration

So, the company decided to create a separate division. Before registering it, she will need to prepare a package of certain documents.

At this stage, the actions of the organization are as follows:

The decision to create a separate subdivision is made by the enterprise management body - the board of directors, the supervisory board, the meeting of shareholders.
Based on this decision of the governing body, presented in the form of a protocol, an order is issued to create a unit.

The order must show:

the name of the new division;
the basis for its creation, for example, a protocol general meeting shareholders (number and date);
location of the unit;
a manager who is appointed and removed from office by the decision of the parent company's management body, for example, by the decision of the supervisory board, the general meeting of shareholders;
How long does it take for the unit to be registered?

The document is signed by the head of the parent company.

Based on the order, an internal local act— Regulations on a separate subdivision (branch or representative office). It fixes:

the degree of legal capacity and powers of the new unit;
activities;
functions;
the structure of the administrative apparatus;
other aspects that relate to the activities and actions of the unit.

Also, the order is the basis for amending the constituent documents, if we are talking about a branch or representative office. They can be formatted as:

a separate document that is attached to the current charter or memorandum of association eg change #1;
new edition of the founding document.

After the necessary documentation has been collected, we proceed to the next stage.

Registration of a separate division in 2019: step by step instructions

The legal entity is obliged to report the creation of a separate subdivision to the tax office within a month after the decision to do so, for example, after the date of the minutes of the general meeting of shareholders. According to paragraph 3 of Art. 83 of the Tax Code of the Russian Federation, a new division of the enterprise must go through the procedure of tax registration and inclusion in the Unified State Register of Legal Entities.

Results

A separate subdivision is not an independent legal entity. The decision to create a new division is made by the enterprise management body. After that, the company must contact the tax authority at the location of the division and provide the necessary package of documents within a month after the decision is made (for a branch or representative office). To register another separate division under tax legislation, it is enough to notify the tax office in the form of an application.

After registration, the unit receives its own checkpoint, and the TIN applies to the parent organization.

A newly created LLC quite often does not have its own or rented office and is registered only at a legal address. This may be the home address of the head (founder) or an address with postal and secretarial service. So far, no real activity is being carried out, and correspondence intended for LLC, especially from official bodies, arrives in a timely manner, this situation is normal. But, sooner or later, LLC begins to work, which means that it must “materialize” somewhere in space.

You can get answers to any questions regarding the registration of an LLC and an individual entrepreneur using the service free consultation for business registration:

Sometimes the nature of the activity allows you to conduct business from home or with the help of remote workers, but if the LLC opens a store, warehouse, office, production room or in some other way begins to conduct business at an address different from the legal address, then it is necessary to create and register a separate division.

There is an important condition here - the criterion for creating a separate subdivision is the presence of at least one stationary workplace, and it is recognized as such if created for a period of more than one month. The concept of a workplace is Labor Code(Article 209), from which it can be concluded that:

an employment contract must be concluded with the employee;
the workplace is under the control of the employer;
the employee is constantly in this place in accordance with his official duties.

Based on this, a storage warehouse that does not have permanent employee, will not be considered a separate subdivision. Vending machines, payment terminals, ATMs, etc. are not considered as such. Remote (remote) workers also do not fall under the concept of a "stationary workplace", so the conclusion with them employment contracts does not require the creation of a separate unit.

Please note that individual entrepreneurs should not create and register separate divisions. Individual entrepreneurs can operate throughout the Russian Federation, regardless of location state registration. If they work on the UTII regime or have bought a patent, they only have to additionally register with the tax authorities at the place of business.

What should be a separate subdivision in order for the organization to be eligible for the simplified tax system

Article 346.12 of the Tax Code of the Russian Federation prohibits the use of a preferential simplified taxation system for organizations that have branches (the requirement for the absence of a representative office has already been cancelled). Of course, the question arises - how to formalize a separate division so that it is not recognized as a branch, while the organization retains the right to? To understand this, you will have to refer to the provisions of three codes: Tax, Civil and Labor:

The Tax Code (Article 11) gives the concept separate division of the organization as "... any division that is territorially isolated from it, at the location of which stationary workplaces are equipped." At the same time, it does not give a description of the types of a separate subdivision of the Tax Code of the Russian Federation.
The Civil Code (Article 55) characterizes a separate subdivision only in the form representative offices and branches. That is, it is also unclear from these provisions what else, besides a representative office and a branch, separate subdivisions can be.
The Labor Code (Article 40) indicates that “... a collective agreement may be concluded in the organization as a whole, in its branches, representative offices and other separate structural divisions". Thus, only here it can be seen that separate divisions can be something other than a branch and a representative office.

As a result, we are dealing with some kind of elusive notion of another separate subdivision, therefore, when creating such a subdivision, one should simply avoid the criteria that characterize it as a branch or representative office. These characteristics in the law are more than meager:

a representative office is a separate subdivision of a legal entity located outside its location, which represents the interests of the legal entity and protects them;
a branch is a separate subdivision of a legal entity located outside its location and performing all or part of its functions, including the functions of representative offices;
representative offices and branches are not legal entities, and information about them must be indicated in the Unified State Register of Legal Entities, and therefore in the charter of the organization.

It is no coincidence that we understand this issue in such detail, because non-compliance with these requirements (sometimes implicit) can deprive an organization of the opportunity to work on the simplified tax system, and unexpectedly. For example, the head believes that the created separate subdivision is not a branch, so the organization continues to work on a simplified system, although it no longer has the right to do so.

In such cases, the organization will be recognized as operating from the beginning of the quarter in which a separate subdivision was created that has signs of a branch. And the loss of the right to tax leads to the need to accrue all taxes of the general regime: income tax, property tax, VAT, and it is with the latter that the most problems can arise. VAT must be charged on the cost of all goods, works and services sold for the current quarter, and if the buyer or customer refuses to pay extra, then the tax will have to be paid at their own expense.

Signs of a branch and representative office

Given the unpleasant consequences for the payer of the simplified tax system, recognizing a separate subdivision as a branch can lead to, you need to know what its signs may be:

The fact of creating and starting the activities of a branch or representative office is reflected in the charter of the LLC (from 2016 this is not necessary).
The parent organization approved the regulation on the branch or representative office.
A head of a separate division has been appointed, who acts by proxy.
Internal regulations regulating the activities of a separate subdivision, as a branch or representative office.
A branch or representative office represents the interests of the parent organization before third parties and defends its interests, for example, in court.

Thus, in order to retain the right to the simplified tax system, it is necessary to ensure that the created separate subdivision does not have the indicated signs of a branch. In addition, it is necessary to indicate in the Regulations on a separate subdivision that it does not have the status of a branch or representative office and does not economic activity organization in full (for example, a store is engaged only in the storage, sale and delivery of goods). The creation of a separate subdivision is within the competence of the head of the LLC; it is not necessary to enter information about this into the charter.

We inform the tax office about the opening of a separate subdivision

According to article 83(1) of the Tax Code of the Russian Federation, organizations must register for tax purposes at the location of each of their separate subdivisions. An additional requirement to report to the tax office about all separate subdivisions (within a month) and about changes in information about them (within three days) is established by Article 23(3) of the Tax Code of the Russian Federation.

Thus, when creating a separate subdivision (not being a branch or representative office), an LLC must:

report this to your tax office, approved by order of the Federal Tax Service of Russia dated 06/09/2011 No. ММВ-7-6 / 362@;
register with the tax authorities at the location of this subdivision, if it is established in the territory under the jurisdiction of a different tax inspectorate in which the head office is registered.

The tax inspectorate at the place of registration of the head office, to which notification No. С-09-3-1 was submitted, she herself reports this fact to the Federal Tax Service at the location of the created separate subdivision(Article 83(4) of the Tax Code of the Russian Federation), that is, an LLC is not required to register independently.

If several separate subdivisions are located in the same municipality, but in territories under the jurisdiction of different tax inspectorates, registration can be carried out at the location of one of the separate subdivisions, at the choice of the organization. For example, if an LLC has several stores in one city in the territories of different Federal Tax Service, you do not need to register with each of them, you can select one inspection by indicating this choice in the message.

When changing the address of a separate subdivision, it is not necessary to close and reopen it (such an obligation existed until September 2010), but only submit a message to the tax office at the place of registration of the subdivision indicating the new address.

Registration in funds

Previously, registration with the Pension Fund when opening a separate subdivision was carried out on the basis of an application from an LLC, now this data is automatically transmitted by the tax inspectorate. However, the obligation to independently register with the FSS remains.

To register with the FSS, notarized copies are submitted:

tax registration certificates;
certificate of state registration of a legal entity or a record sheet of the Unified State Register of Legal Entities;
notification of registration as an insurer of the parent organization, issued by the regional branch of the FSS;
information letter of the state statistics service (Rosstat);
notifications of tax registration of a separate subdivision;
the opening order, the Regulations on a separate subdivision, documents confirming that the separate subdivision has a separate balance sheet and current account;
original .

Pay a single simplified tax and insurance premiums for employees employed in a separate subdivision, it is necessary at the place of registration of the parent organization, and personal income tax from these employees must be withheld at the location of the separate subdivision.

Responsibility for violation of the procedure for registration of a separate subdivision

Violation of the deadlines for filing messages and applications for registration of a separate subdivision entails the following penalties:

violation of the deadline for filing an application for registration - 10 thousand rubles (Article 116 of the Tax Code of the Russian Federation);
conducting activities by a separate subdivision without registration - a fine in the amount of 10 percent of the income received as a result of such activities, but not less than 40 thousand rubles (Article 116 of the Tax Code of the Russian Federation);
violation of the registration period with the FSS - 5 thousand rubles or 10 thousand rubles if the violation lasts more than 90 calendar days(Article 19 No. 125-FZ of 07/24/98).

Action plan when creating a separate subdivision

Determine that the organization creates a separate division that is not a branch or representative office (because they have a different registration procedure).
Make sure that the created workplace is stationary, that is, created for a period of more than a month, the employee is constantly present at it, and this is due to the performance of official duties. If the employee is remote, it is not required to create a separate division.
Within a month after the creation of a stationary workplace, inform the tax office where the LLC is registered about the creation of a separate subdivision in the form No. C-09-3-1.
Register with the Social Security Fund within 30 days.
If necessary, notify within three days of a change in the address or name of a separate subdivision to the Federal Tax Service at the place of registration of the subdivision in the form No. C-09-3-1.

Organizations in Russia in the process of expanding their activities have the right to create separate divisions - branches and representative offices, which have their own address, as well as the organizational and legal status, which is reflected in its name.

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In addition, a legal entity and its subdivision have somewhat different rights and obligations. (Article 55 of the Civil Code of the Russian Federation).

In this regard, such structures should be compulsory registration in the IFTS and be registered separately in the Unified State Register of Legal Entities (FZ-99).

What you need to know

A separate division of the company may be its representative office or branch. The main thing is that this structure should meet two key features, namely (Article 11 of the Tax Code of the Russian Federation):

The presence of the fact of territorial isolation from the organization.
Organization of workplaces equipped with special equipment that operate for more than one month.

In fact, separate divisions do not have the status of a legal entity and are not endowed with legal independence.

So, their goals and objectives of functioning are determined by the parent company. She also takes care of the small-headed and accounting.

Basic concepts

A separate subdivision (OS) is a territorially separate structure, which is provided with stationary jobs. Functioning for more than one month ().

Such a structure can only function if the following requirements are met:

Why is it needed

In the course of expanding their activities in order to find new customers and cover new markets, companies create branches and representative offices.

IN general view There are five reasons for the opening of separate divisions by Russian firms, including:

Aggressive regional policy	Which is expressed in the gradual coverage of the company's activities in more and more new regions
Selective regional orientation	It is expressed in the fact that the organization seeks to carry out its activities in several regions that are most beneficial for it.
Customer follow-up	It consists in the fact that, having satisfied the demand in one place, the company gradually reorients its activities to another
Brand promotion	Assumes operating time positive reputation in other territories
Risk reduction	What does the movement of the main production capacity to other regions. If, within this framework, demand began to decline

As for the registration of a company division, this is prescribed by the civil legislation of the Russian Federation.

So, if any production structure has its own address, within which it operates for more than one month, then it must be registered with the IFTS ().

Legal framework

Issues related to the functioning of branches and representative offices of organizations in Russia are regulated by tax and civil legislation.

In particular, articles such as:

Art. 11 Tax Code of the Russian Federation	Defines and establishes the characteristics of a separate subdivision
	Indicates the need to pay taxes for the branches of the company, and clarifies that this process should be carried out at the place of registration of the unit
Art. 23,	Describes the need for and procedure for registering separate divisions of the company, as well as possible liability for evading this rule
Art. 55 of the Civil Code of the Russian Federation	Delimits in detail the concepts of a branch and a representative office
FZ-129	Describes the procedure for registering separate divisions of a legal entity with the Federal Tax Service, PFR and FSS

Step-by-step instructions for registering a separate division of a legal entity in 2019

As already established above, within one month from the date of the establishment of a branch or representative office, this structural subdivision registered with the IFTS at its location.

Evasion of this act entails administrative responsibility ().

In general, the procedure for registering a separate subdivision includes the following steps:

Decide how the unit will operate	As a branch or representative office
Make sure the workplace	Where employees perform their duties permanently, does not change during the month and the staff is constantly present on it throughout the entire working day
Within 30 days after	As the branch began its work, it is necessary to fill out the C-09-3-1 form and submit it to the Federal Tax Service Inspectorate, to which this subdivision territorially belongs (the form for registration of a separate subdivision in 2019 is attached to this article)
After registering with the tax service, register with the FSS and the PFR	This is done if the structural unit has its own bank account and balance, and at the same time it makes payments to hired personnel
If the unit subsequently changes its name or address	Then within three days you will need to report this to the tax service

When planning to register a branch, it is important to remember that remote workers, which interact with it in virtual mode, cannot be considered a division of the company.

Collecting a package of documents

Before proceeding with the registration of a company division, you should take care of preparing the necessary documents.

Video: registration procedure legal entities

Since the company will have to issue its new structural unit in three instances, it will be necessary to form three packages of papers.

So, to the application for registration with the tax office (form C-09-3-1), which is filled out by hand on the form, the following is attached:

Passport of the representative of the company (head, one of the owners);
to an intermediary who has taken responsibility for registration;
Certificate of registration of the company with the Federal Tax Service.

For registration in the FIU, you will need to provide the following papers:

Certificate of registration of the legal entity with the FIU;
A notarized copy of the order on the creation and resolution on the functioning of the unit;

It should be remembered that as a result, the company receives from the FIU a notice of registration of a separate division, which will need to be transferred to the branch pension fund at the place of registration.

When applying to the FSS, you will also need to submit papers such as:

Copies of documents on the creation of the unit (order, resolutions). Certified in a notary's office;
Notice of registration with the FIU;
Certificate of registration of the organization in the FSS.

Based on the results of registration, the company will receive a notice of assignment of the status of the insured.

At what time?

As soon as the unit has been created (the date specified in the corresponding order appears here), the organization must take care of its registration with the Federal Tax Service, the Pension Fund of the Russian Federation and the FSS.

In doing so, the following deadlines must be observed:

Contacting the tax office

Tax registration is, in fact, a notification by the Federal Tax Service Inspectorate that a structural unit has already been created.

Therefore, it is possible to apply to this authority with a package of papers only if information about this has already been included in the company's charter. After that, only a notification is submitted to the tax office.

It is submitted to the department in the following ways:

By visiting the IFTS office by the head of the company or his authorized representative;
By registered mail with attached documents;
In electronic form through the portal of the State Service or the website of the tax service (in this case, registration and creation of a personal account will be required).

No additional documents are required to be submitted to the tax office. Within the next five days, the firm will receive a notification from the IFTS. It will contain the checkpoint of the branch or representative office.

If the tax service is not notified in time about the fact of creating a branch, then it has the right to impose a fine of 200 rubles on the company and 300-500 rubles on its head.

FSS

After the company has received a notification from the IFTS, it submits documents to extra-budgetary funds.

In general, this should only be done if the OP:

To register with the FSS, the company submits an application, the above documents, and in some cases submits a certificate from a banking institution.

Which indicates the opening of a current account, as well as an extract from the fact that the unit has an independent balance sheet.

You can send documents to the department in the same ways as in the previous case. Delay in the submission of papers is also fraught with a fine.

FIU

Features of opening in Moscow

Despite the fact that the same rules for registering an EP apply in Moscow as throughout Russia, there is one characteristic difference.

In the usual case, the unit is issued in the tax service to which it is territorially related. In Moscow, the rules are somewhat different, in particular:

A similar rule applies to the territory of St. Petersburg. In such cases, a notification to the tax department is drawn up according to.

Summing up, it should be noted that the registration of branches and representative offices of the organization is a mandatory event for all legal entities. This is done within 30 days from the date of their creation.

At the same time, all structural units, without exception, are required to register with the tax department, and in the Pension Fund of the Russian Federation and the FSS, only those that have an independent balance sheet, maintain accounting and work through a separate bank account.

Attention!

Due to frequent changes in legislation, information sometimes becomes outdated faster than we can update it on the site.
All cases are very individual and depend on many factors. Basic information does not guarantee the solution of your specific problems.

Therefore, FREE expert consultants are working for you around the clock!

Any domestic firm has the right to open a separate division of its own enterprise. Organizations have such an opportunity, but individual entrepreneurs cannot do this. The forms of separate divisions include not only the usual branches and representative offices, but also other structures. Including fixed jobs. In this article, we will consider the issue how to open a separate division.

What the law says

Any separate subdivision (hereinafter also - OP) is created by the company in order to perform certain functions, achieve certain goals. At the same time, the method of opening the OP does not depend on its tasks. After all, even branches of the same company can have different functions.

In accordance with Article 55 of the Civil Code, any domestic company is endowed with the opportunity to open its own separate divisions of various types.

Note: any structural unit has an address different from the address of the head office of the LLC. They cannot coincide legally or factually. If the OP has an address identical to the address of the main organization, then there can be no talk of opening a "isolation" in this case.

If the IP is faced with a question, then such a possibility is not provided for by law. The identity of the entrepreneur and his status are the same, and therefore cannot open the OP.

Any EP, except for a location other than the head office, must also have stationary workplaces. They must function for at least 30 (31) days, which is confirmed by Art. 11 of the Tax Code.

The Civil Code implies the possibility of opening two types of separate subdivisions - a branch and a representative office. At the same time, according to the Tax Code of the Russian Federation, other types of OP are also allowed.

To deal with that, it is necessary to find out whether information about its creation is subject to entry into the Unified State Register of Legal Entities. And so: it concerns only branch and representation. And there is no need to enter data on external jobs in the Unified State Register of Legal Entities.

How to act

In 2017, absolutely all domestic companies have the right to open their own separate division. But not everyone knows how to open a separate division to smoothly go through all the basic procedures.

The company can open its own EP only after the supreme governing body makes an appropriate decision at the general meeting. If we are talking about the creation of a branch or representative office, then such a decision can only be made by the general meeting of participants in the LLC. This requirement is enshrined in Art. 5 of the Law, you can download a sample of this protocol on our website here.

If the decision to open a branch office located in a territory separated from the head office is made, it is necessary to amend the charter of the LLC. Only after that you need to write an application form 13001.

In some cases, the charter remains the same. Then use a different application form - P14001. These forms have many similarities, so questions should not arise when filling out the last one.

There is one more type form- R13002. But in practice, it is almost never used, because it is not necessary to report on the inclusion of information about branches and representative offices in the charter of the organization.

All these forms were adopted by order of the Federal Tax Service of Russia dated January 25, 2012 No. ММВ-7-6/25.

But the application and protocol are not all the documents that will need to be submitted to the MIFNS before how to open a separate division of LLC. Law

charter changes;

receipt for payment of state duty.

Please note that the considered documents are only needed if there are changes in the charter. If no new information has been entered, then only:

minutes of the general meeting of the company;
application on form P14001 (see above).

Another type of "isolation"

Many types of separate subdivisions are not reflected in Civil Code. Therefore, if the LLC did not create a branch or a representative office, then they no longer use the application, but the notification of the opening of the OP on the C-09-3-1 form.

The company does not have to collect any additional documents. The exception is cases when a trustee applies to the MIFNS. Then he will have to take with him another passport and power of attorney.

It can be seen that different forms of separate subdivisions have their own characteristics of creation. There are also differences in what day is considered the opening of the OP.

opening date

There are disagreements regarding the date of opening of separate divisions. Sometimes the courts may conclude that for any type of OP it is the date of the equipment of workplaces and the start of labor activity on them. But formally it is still considered as follows:

Anyway, final decision accepted by the tax service after analyzing many factors. It reserves the right to choose one of the possible options. The following points are taken into account:

the date of the decision to establish the EP;
date of recruitment of personnel;
the moment of purchase or conclusion of a lease agreement for the premises;
when the OP actually started work.

OP in another city

No need to worry too much about the question, how to open a separate subdivision in another city. Here the registration technology is the same as in the case of opening an OP in the same city as the main organization. Only you will need to submit documents to the local tax office, and not to the one where the parent LLC is registered.

Thus, opening a structural subdivision in another city is as simple as in the case of its functioning in the city where the main organization already operates. It is important to remember the rule:

Each EP must register with the tax office at its address, regardless of where the main company is registered. Otherwise, the company may be fined 200 rubles. according to paragraph 1 of Art. 126 of the Tax Code of the Russian Federation.

Let us also specify how to open a separate division for registration of cash register. The fact is that the IFTS can register the cash desk only at the address that is related to the organization. For this reason, it also becomes necessary to open separate divisions for staging cash registers on account.

The procedure will be identical. The main thing is that the OP satisfies the criteria established by the Tax Code.