Consolidated groups of taxpayers: the beginning of the end

Advantages for taxpayers when creating a consolidated group

The biggest advantage for members of a consolidated group (hereinafter referred to as the CG) is that the burden of paying income tax is significantly reduced.
The loss-making and profitability indicators of all CG participants are summed up. The tax base of all companies that are members of the group is added up (consolidated). In this case, transactions carried out between the parties to the agreement on the creation of a corporate group cannot be the object of transfer pricing. The only exceptions are transactions concluded in relation to extracted minerals.

Participating companies merge without creating a legal entity in order to reduce the tax burden on income tax. This tax is calculated as a whole for the CG and is paid on the basis of the norms prescribed in Chapter. 3.1 Tax Code of the Russian Federation.

IMPORTANT! Starting from September 2021, tax authorities no longer register agreements on the creation of corporate groups, and agreements concluded in 2021 are considered unregistered (Law “On Amendments...” dated 03.08.2018 No. 302-FZ). Thus, contracts registered before 2018 are valid until the end of their term, but no later than 01/01/2023.

For more information about which persons are taxpayers for income tax, read our article “Who are payers of income tax?”

ConsultantPlus experts answered the most frequently asked questions from taxpayers about the payment of income tax by corporate group members:

Study the material by getting trial access to the K+ system for free.

How to report on a consolidated group

Income tax returns for the consolidated group must be filed by the responsible participant. The deadlines for submission are the same as for regular declarations. Thus, the annual declaration must be submitted no later than March 28 of the year following the tax period, interim declarations must be submitted no later than 28 calendar days from the end of the reporting period (quarter, half-year or nine months).

All other group members are generally exempt from income tax reporting. But if an organization receives income that does not fall into the consolidated base, then it is obliged to report on such income independently.

Conditions for creating a consolidated group

The main requirement when creating a CG was that the responsible participant in the consolidated group indirectly or directly managed 90% of the shares in the authorized capital (hereinafter referred to as the authorized capital) of each enterprise included in the group. It is important that this requirement is met throughout the entire duration of the contract for the creation of the group.

How to determine the share of participation of one company in another is stated in Art. 105.2 Tax Code of the Russian Federation.

It is also important that each of the enterprises included in the CG has the following indicators for the entire past year:

The value of net assets, according to information from accounting records, must be greater than the value of the authorized capital (subclause 3, clause 3, article 25.2 of the Tax Code of the Russian Federation).
The total amount of revenue received by the company from the sale of inventory and materials and the provision of services and other income must be greater than or equal to 100 billion rubles. (Subclause 2, Clause 5, Article 25.2 of the Tax Code of the Russian Federation).
The total amount of taxes paid (VAT, profit and mineral extraction) and excise taxes must be greater than or equal to 10 billion rubles. (Subclause 1, Clause 5, Article 25.2 of the Tax Code of the Russian Federation).
The total value of all assets on the balance sheet as of December 31 must be greater than or equal to 300 billion rubles.

Read about the new procedure for calculating assets in our article “A new procedure for calculating net assets has been approved.”

In addition, the enterprises should not have been in the process of liquidation, bankruptcy or reorganization.

The CG must be created for a period of at least 2 years. In this case, options for terminating the effect of CG are possible (we will discuss this below).

Consolidated Group of Taxpayers (CGT)

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Part one of the Tax Code of the Russian Federation introduced ch. 3.1 “Consolidated group of taxpayers”, Art. 89.1 “Features of conducting an on-site tax audit of a consolidated group of taxpayers,” Art. 122.1 “Communication by a participant of a consolidated group of taxpayers to the responsible participant of this group of inaccurate data (failure to report data), which led to non-payment or incomplete payment of corporate income tax by the responsible participant . Changes related to the consolidated group of taxpayers (CGT) were made to the first part of the Tax Code of the Russian Federation: they affected Art. Art. 29, 32, 34.2, 45, 44, 46, 47, 52, 62, 69, 70, 75, 76, 77, 78, 79, 80, 88, 89, 89.1, 91, 92, 93, 93.1, 94, 95, 100, 101, 101.2, 102, 105.14, 105.21, 122. Part two of the Tax Code of the Russian Federation (Chapter 25 “Organizational Income Tax”) was also supplemented with two articles: 278.1 “Features of determining the tax base for income received by members of a consolidated group of taxpayers " and 321.2 "Features of tax accounting by participants of a consolidated group of taxpayers"; amendments have been made to Art. Art. 246, 247, 251, 270, 274, 283, 286, 288, 289 and 310. A consolidated group of taxpayers will be created on a voluntary basis for at least two years for the purpose of joint payment by group members of income tax on their total financial result. At the same time, the total tax base for the CTG participants is formed only in the part taxed at the rate of 20%, provided for in paragraph 1 of Art. 284 Tax Code of the Russian Federation. The tax base to which other tax rates are applied is determined independently by the members of the consolidated group, and it is not taken into account when calculating tax according to the consolidated group tax (clause 9 of article 278.1 of the Tax Code of the Russian Federation). From this part of the tax base, everyone pays advance payments and taxes, and also independently submits tax returns (clause 7 of Article 289 of the Tax Code of the Russian Federation). The CTG is formed on the basis of an appropriate agreement between the participants. Only income tax payers who meet the conditions of Art . 25.2 of the Tax Code of the Russian Federation: - only Russian organizations can be participants; - one of the participants directly and (or) indirectly participates in the authorized (share) capital of other organizations, and the share of such participation in each organization is at least 90%. This condition must be observed throughout the entire term of the agreement on the creation of a consolidated group of taxpayers; - the KGN participant is not in the process of reorganization or liquidation, no insolvency (bankruptcy) proceedings have been initiated against it, and the amount of its net assets calculated on the basis of the financial statements as of the last reporting date preceding the date of submission of documents for registration to the tax authority an agreement on the creation (change) of a consolidated group of taxpayers exceeds the size of its authorized (share) capital; — the participant does not fall under clause 6 of Art. 25.2, which defines the types and characteristics of the activities of taxpayers who are prohibited from joining the consolidated group of taxpayers. New participants can join the existing KGN under the same conditions. All organizations that are members of the consolidated group of taxpayers must collectively meet the following conditions specified in paragraph 4 of Art. 25.2: 1) the total amount of VAT, excise taxes, corporate income tax and mineral extraction tax paid during the calendar year preceding the year in which documents are submitted to the tax authority for registration of an agreement on the creation of a consolidated group of taxpayers, excluding the amounts of taxes paid in connection with with the movement of goods across the customs border of the Customs Union, amounts to at least 10 billion rubles; 2) the total volume of revenue from the sale of goods, products, performance of work and provision of services, as well as from other income according to the financial statements for the calendar year preceding the year in which documents are submitted to the tax authority for registration of the agreement on the creation of a consolidated group of taxpayers, is at least 100 billion rubles; 3) the total value of assets according to the financial statements as of December 31 of the calendar year preceding the year in which documents are submitted to the tax authority for registration of an agreement on the creation of a consolidated group of taxpayers is at least 300 billion rubles. One of the tax preferences of CGT is that, despite the obvious interdependence of the CGT participants, transactions between them are not recognized as controlled (with the exception of transactions the subject of which is the extracted mineral resource, recognized as the object of taxation for the mineral extraction tax, the extraction of which is taxed at the tax rate , established as a percentage) (clause 4 of article 105.14 of the Tax Code of the Russian Federation). From among the participants, a responsible member of the group is appointed, who, in accordance with the agreement on the creation of the consolidated tax group, is entrusted with the responsibilities for the calculation and payment of corporate income tax for the group and who, in legal relations for the calculation and payment of this tax, exercises the same rights and bears the same responsibilities as and payers of corporate income tax (clause 3 of article 25.1 of the Tax Code of the Russian Federation). The contract must meet the requirements of Art. 25.3 of the Tax Code of the Russian Federation and is subject to registration with the tax authority at the location of the organization - the responsible participant in the consolidated group of taxpayers (or at the place of its registration as the largest taxpayer). The necessity and procedure for registering an agreement are established in paragraphs 5 - 9 of Art. 25.3 of the Tax Code of the Russian Federation, and documents for registration of the agreement should be submitted to the tax authority no later than October 30 of the year preceding the tax period, starting from which the corporate income tax is calculated and paid according to the consolidated group tax. Due to the fact that it is no longer possible to fulfill this requirement in 2011, the legislator, in order not to deprive taxpayers of the right to create a consolidated group of taxpayers, has provided a special rule since 2012: for the functioning of a consolidated group of taxpayers from January 1, 2012, an agreement and the necessary documents must be submitted to the tax authority for registration no later than March 31, 2012. In this case, penalties for the amount of arrears arising as a result of determination of the consolidated tax base by the responsible participant of the consolidated group of taxpayers based on the results of reporting periods that have expired since the beginning of the tax period are accrued for each calendar day of delay by the responsible participant of a consolidated group of taxpayers, the obligation to pay tax (advance payments) following the established day for payment of tax (advance payments) based on the results of the reporting (tax) period on which the date of registration by the tax authority of the agreement on the creation of a consolidated group of taxpayers falls. If you wish to change the contract in the future, the parties should be guided by Art. 25.4 Tax Code of the Russian Federation. All operational activities to perform the functions of a taxpayer of the aggregate income tax within the framework of the consolidated tax group fall on the responsible participant, whose rights and obligations are defined in Art. 25.5, clause 4, 5 art. 29, paragraph 1, art. 45, paragraph 5, art. 52, paragraph 9 of Art. 78, paragraph 9 of Art. 79, paragraph 11, art. 88, art. 89.1, paragraphs 2 and 6 of Art. 100, paragraph 2 of Art. 101, paragraph 1, art. 101.2, paragraph 1 of Art. 246, paragraph 19 of Art. 274, paragraphs 2 and 7 of Art. 286, paragraph 8 of Art. 289 Tax Code of the Russian Federation. He maintains tax records for the group, taking into account the requirements of Art. 321.2 of the Tax Code of the Russian Federation “Features of maintaining tax accounting by participants of a consolidated group of taxpayers”, calculates and pays income tax, submits declarations, applies for offset and refund of overpayment of tax, it is with him that the tax authority contacts regarding desk and on-site inspections of the correctness of calculation and payment of the consolidated group tax. at a profit. The tax base for profits received by participants of a consolidated group of taxpayers is determined by the responsible participant of this group in the manner prescribed by Art. 274 of the Tax Code of the Russian Federation, taking into account the features established by Art. Art. 278.1 and 288. At the same time, in order to generate the information necessary to determine the general tax base, CTG participants continue to maintain tax records; they are obliged to submit to the tax authorities the documents required in the manner prescribed by law when auditing the activities of the group of taxpayers; group members transfer to the responsible participant the amounts necessary to pay advance payments, taxes, penalties and fines (in their share). For the communication by a participant of a consolidated group of taxpayers to the responsible participant of this group of inaccurate data (failure to report data), which led to non-payment or incomplete payment of corporate income tax by its responsible participant, a fine is provided in the amount of 20 to 40% of the unpaid tax amount (Article 122.1 Tax Code of the Russian Federation). Participants in a consolidated group of taxpayers have the right to receive from the responsible participant copies of acts, decisions, demands, reconciliation acts and other documents presented to the responsible participant by the tax authority in connection with the action of the consolidated group of taxpayers; independently appeal to a higher tax authority or court acts of tax authorities, actions or inactions of their officials; be present during tax audits carried out in connection with the calculation and payment of corporate income tax for a consolidated group of taxpayers for such a participant, as well as participate in the consideration of materials from such tax audits. The Tax Code of the Russian Federation determines some features of the tax accounting of each participant and the CTG as a whole : - CTG members do not create reserves for doubtful debts, for warranty repairs and warranty service, for possible loan losses on loans and equivalent debt, including debt on interbank loans and deposits. The reserves formed at the time of joining the CTG are subject to restoration (clauses 3 - 5 of Article 278.1); - losses incurred by group members before they joined the consolidated group of taxpayers do not have the right to reduce the consolidated tax base by the entire amount of the loss they incurred (by a part of this amount) (carry forward the loss to the future) starting from the tax period in which they became part of such a group. This restriction was introduced by paragraph 6 of Art. 278.1. Summing up losses of participants in a consolidated group of taxpayers (including losses incurred from the use of facilities of service industries and farms, in accordance with Article 275.1 of the Tax Code of the Russian Federation), incurred by them before joining this group, with the consolidated tax base is not allowed. Rule paragraph 6 of Art. 278.1 of the Tax Code of the Russian Federation also applies to losses incurred by organizations that became part of a consolidated group of taxpayers by joining a member of this group or merging with a member of such a group. The consolidated tax base of a consolidated group of taxpayers is defined as the arithmetic sum of the income of all participants in this group, reduced by the arithmetic sum of the expenses of all its participants. A negative difference is recognized as a loss for the consolidated group of taxpayers. If the Group of Companies suffered a loss (losses) in the previous tax period or previous tax periods, the responsible group member has the right to reduce the consolidated tax base of the current tax period by the entire amount of the loss or part of this amount (clause 6 of Article 283 of the Tax Code of the Russian Federation). The specifics of determining the tax base for income received by participants in a consolidated group of taxpayers are determined by Art. 278.1 Tax Code of the Russian Federation. The share of the profit of each participant in the consolidated group of taxpayers and each of their separate divisions in the total profit of this group is determined by the responsible participant in the consolidated group of taxpayers according to the rules of paragraph 6 of Art. 288 of the Tax Code of the Russian Federation as the arithmetic average of the share of the average number of employees (labor costs) and the share of the residual value of the depreciable property of this participant or a separate division, respectively, in the average number of employees (labor costs) and the residual value of the depreciable property, determined according to p. 1 tbsp. 257 of the Tax Code of the Russian Federation, in general for the consolidated group of taxpayers. The responsible participant in the consolidated group of taxpayers determines the amount of profit attributable to each of the participants in the consolidated group of taxpayers and each of their separate divisions by multiplying the share of profit of each participant or each separate division of the participant in the consolidated group of taxpayers by the total profit of this group. The calculation and payment of advance payments to the federal budget, as well as the amount of tax determined at the end of the tax period, is carried out by the responsible member of the group at his location without distributing these amounts among the members of this group and their separate divisions. Amounts of tax (advance payments) subject to credit to the budgets of the constituent entities of the Russian Federation, attributable to each of the participants in the consolidated group of taxpayers and to each of their separate divisions, are calculated according to the tax rates in force in the territories where the corresponding participants of the consolidated group of taxpayers and (or ) their separate divisions. The responsible participant of the CTG issues payment orders for each payment amount to the budgets of the constituent entities of the Russian Federation and makes the payment. The responsible participant of the consolidated group of taxpayers receives the necessary funds to pay the tax (advance payments, penalties, fines) from its other participants. In the event of non-fulfillment or improper fulfillment by a responsible member of a consolidated group of taxpayers of the obligation to pay corporate income tax (advance payments, relevant penalties and fines), the group member(s) who has fulfilled this obligation acquires the right of recourse in the amount and in the manner provided for by the civil legislation of the Russian Federation and the agreement on the creation of the specified group (clause 6 of Article 25.5 of the Tax Code of the Russian Federation). The responsible participant in a consolidated group of taxpayers is also obliged to submit tax returns for corporate income tax under the consolidated group of taxpayers (CGN) to the tax authority at the place of registration of the agreement on the creation of such a group in the general manner and within the generally established deadlines. Despite the allocation of shares of profit to each participant and each separate division, in the end the burden of paying income taxes, penalties and fines for the group is borne jointly by the participants. So, by virtue of paragraphs 7 and 11 of Art. 46 and paragraph 11 of Art. 47 of the Tax Code of the Russian Federation, the tax authority has the right to collect tax at the expense of the property of one or several participants of the group of taxpayers if there is insufficient or no funds in the bank accounts of all participants of the specified consolidated group of taxpayers or if there is no information about their accounts. The tax authority itself determines the sequence of foreclosure on the property of participants. And on the basis of clause 13 of Art. 76 of the Tax Code of the Russian Federation, operations on the accounts of CTG participants in banks may be suspended by decision of the tax authority, both to ensure the execution of the decision to collect a tax, fee, penalty and (or) fine, and in the event of failure to submit a tax return for corporate income tax for a consolidated group of taxpayers to the tax authority within 10 days after the deadline for submitting such a declaration. The actions of a participant upon leaving the CTG are regulated by clause 8 of Art. 25.5 (responsible participant - clause 9 of article 25.5), the transfer of losses to the future by this participant after leaving the group is carried out in accordance with clause 6 of art. 283 Tax Code of the Russian Federation. The mechanism for terminating a consolidated group of taxpayers is described in Art. 25.6 Tax Code of the Russian Federation.

January 2012

Holding

Controlled transactions

Income tax: consolidated group of taxpayers

Related Persons

Rules for controlling the transaction price for marketability

How to take advantage of international double tax treaties

Who cannot participate in a consolidated group

Under no circumstances could the companies listed below take part in the CG. It's about:

about clearing companies;
insurance organizations;
residents/participants of special and free economic zones;
credit consumer cooperatives;
participants of other CGs;
microfinance companies;
companies under special tax regimes;
organizations exempt from income tax or not recognized as taxpayers;
educational or medical institutions that apply a zero income tax rate;
gambling tax payers.

As for banks, non-state pension funds, professional participants in the securities market or insurance companies, their participation in the CG is possible only on the condition that all other participants are also banks, funds, brokers or insurers.

Consolidated financial statements: collect, reconcile, exclude and add up

Consolidated reporting is often perceived as consolidated reporting, the data of which is formed by adding indicators of the same name. However, the consolidation methodology is determined not by arithmetic operations, but by the economic essence of the business. The consolidation of companies through mergers and acquisitions, the organization of regional networks, attracting investments and entering the stock markets - all require transparency. Consolidated reporting plays the role of an information base for making management decisions in companies with a complex structure, combining several legal entities and sometimes with different areas of activity.

There is no law, but there is an order

The methods of consolidation under RAS and IFRS differ from each other, although they mainly use the same terminology. Domestic companies, as a rule, prepare their reporting in accordance with Russian accounting requirements and subsequently, if necessary, transform them in accordance with IFRS.

Russian legislation does not contain any document defining the procedure for the preparation, presentation and publication of consolidated financial statements. There is also no corresponding accounting standard. The Federal Law “On Consolidated Financial Reporting” has not yet been adopted and has the status of a draft.

There is only Order of the Ministry of Finance of Russia dated December 30, 1996 No. 112 “On methodological recommendations for the preparation and presentation of consolidated financial statements,” which provides an explanation of the basic concepts and principles of its preparation. It states that the financial statements of a subsidiary are combined into consolidated financial statements when the following conditions are met:

the parent organization owns more than 50% of the voting shares of the joint-stock company or more than 50% of the authorized capital of the limited liability company;
the parent organization has the opportunity to determine decisions made by the subsidiary on the basis of an agreement concluded between the subsidiary and the parent organization;
if the parent organization has other ways of determining decisions made by the subsidiary.

Associated companies are included in the consolidated statements provided that the parent organization has more than 20% of the voting shares of the joint-stock company or more than 20% of the authorized capital of the limited liability company.

However, the Order is silent on, for example, the method of calculating unrealized gains or the application of the proportional consolidation method. Company specialists are forced to develop their own methods, based on international financial reporting standards (IFRS), or use specialized information systems to generate summary or consolidated reporting.

Company group

Consolidated financial statements are prepared when several activities are not combined in one company, but are carried out by separate companies. Each remains an independent legal entity. In this case, they say that consolidated financial statements are prepared for a group of companies.

For example, one company owns shares of another in an amount sufficient to have a majority of votes at a shareholder meeting. This means that it can make any decisions in relation to another company, that is, the parent company has the right and opportunity to control the business of the second (subsidiary) company. The parent company and all its subsidiaries form a group under the control of the parent company.

In general, control is defined as the ability of a parent company to direct the financial and operating policies of a subsidiary in order to obtain certain economic benefits. And for this purpose, consolidated statements are prepared, since the financial condition of the group as a whole is of interest. Consolidation is usually carried out by the parent company. But there are exceptions to the general rules, when the parent company itself is in full or almost complete (more than 90%) ownership; other financial statements involve collecting information from subsidiaries, processing it through specific calculations, taking into account additional information in a certain sequence.

Exclusion of intragroup transactions (turnovers)

All indicators characterizing intragroup transactions are excluded from the consolidated statements. For example, one of the companies in a group sells goods to another company in the same group.

Each company reflects these transactions on its balance sheet and income statements.

However, from the position of the group as a single whole, there was no sale, but only the movement of resources (stocks, products) from one structure to another.

Therefore, all parameters of the transaction between two subsidiaries should be excluded from the consolidated statements, but remain in the reports of each of them. This procedure for eliminating intragroup transactions (turnovers) is called elimination.

Calculation of accumulated capital

In Russian practice, this calculation is not carried out. And according to IFRS, the entire capital of the parent company is included in the consolidated statements. This should not be done for subsidiaries, since part of their capital has already been included in the reporting. To avoid double counting, the consolidated statement includes only those accumulated profits that were generated after the acquisition date and belong to the parent company.

In addition, consolidation introduces goodwill - the difference between the value of the business as a whole and the aggregate value of its identifiable net assets measured at fair value. This is a certain additional economic benefit for the company to its profit, which arises due to the brand, progressive organization of labor and qualifications of employees, and business reputation.

Goodwill is calculated as of the time of acquisition and is depreciable in Russian accounting. In accordance with IFRS standards (IFRS 3.54 and IAS 38.107), goodwill is not amortized, but is accounted for at cost, taking into account impairment losses.

The minority share of minority shareholders must also be reflected in the consolidated statements. It is calculated by multiplying the net asset value of the subsidiary by the minority ownership percentage.

The allocation of a minority interest also occurs when preparing a consolidated income statement. In this case, first of all, consolidated profit after tax is calculated, and then (in a separate section of the report) it is shown how much of it belongs to the parent company and what part belongs to minority shareholders.

Process automation

The preparation of consolidated statements is a rather labor-intensive process.

Therefore, it is advisable to use information systems.

As a rule, companies included in the group use various accounting and management systems in their activities. Therefore, it seems more appropriate not to transfer them to a single system, but to use special software and methodological solutions to collect information from the field, process it and generate summary (consolidated) reporting for the group as a whole.

For these purposes, you can use the 1C: Consolidation 8 system, which ensures the collection, processing and presentation of financial information of all subsidiaries and affiliates in a single format, allowing you to apply the necessary methodology and take into account the requirements of international standards.

At the same time, the reconciliation of intragroup turnover, their elimination, the execution of corrective entries and other operations are carried out automatically. In addition, domestic enterprises keep records and prepare reports in accordance with RAS.

The methodology embedded in the software solution allows consolidated reporting for a group of companies to be generated also in accordance with RAS and Order No. 112 (see diagram 1). However, it is possible not only to take into account the requirements of the Moscow Financial Center, but also to further transform the consolidated statements into consolidated ones.

Algorithm for generating consolidated reporting according to RAS

The consolidation algorithm can be described in the following steps:

receive from subsidiaries dependent companies (SDCs) regulated reporting and special forms disclosing intra-group turnover (IGT) of subsidiaries;
check incoming information for consistency with respect to previous periods and cross-check incoming reporting (for example, compliance of the balance sheet with the income statement). Reconcile reports on intragroup transactions;
make adjustments. Subtract from the reporting indicators of enterprises data that arose due to intragroup transactions and which must be excluded from the consolidated statements (if there are cases related to dependent companies, joint activities or the presence of minority shareholders, special adjustments are also necessary;
calculate unrealized profits attributable to the balance of assets;
summarize the statements cleared from the VGO line by line and obtain consolidated statements;
check the received consolidated statements.

Information from subsidiaries and affiliates

When carrying out consolidation, much attention is paid to the VGO reports provided by subsidiaries. Among them:

Standard reporting forms (1-5) in accordance with PBU 4/99 “Accounting statements of an organization”.
Reports on intragroup turnover:
about the movement of resources for the period;
about debts within the group;
about investments within the group and dividends;
on the sale and receipt of other income within the group;
on intra-group acquisitions;
on cash flows within the group.

Although the system contains report forms, it is possible to independently develop new forms and change existing ones.

Reconciliation

To exclude VGO, it is necessary to carry out a cross-check of intra-group turnover indicators in the reports of each company included in the group.

This may reveal discrepancies. For example, the same VGOs are presented in the reports of subsidiaries in different amounts, or in one of the companies this turnover is indicated as internal, while in the reports of another this fact is not reflected.

Reconciliation of VGO (see table) is a necessary control procedure. It is carried out automatically by comparing data from subsidiaries:

on the sale of goods, works and services within the group, receipt of other income from intragroup operations (from “Reports on the sale and receipt of other income within the group”) and data on the acquisition of goods, work and services within the group and other expenses from intragroup operations (from reports counterparties on acquisitions within the group);
on accounts receivable and payable between group enterprises (based on data from the “Reports on Intra-Group Debts” - for certain categories of debt, including loans issued and received, the latter being included in the calculation without taking into account accrued interest);
on cash payments within the group and on cash receipts within the group (based on data from intra-group cash flow statements);
on dividends accrued for receipt and payment within the group (according to the “Reports on investments within the group and dividends”);
on the presence of investments within the group in the reporting of investors and data on contributions of group enterprises to the authorized capital - according to the reports of their counterparties (“Reports on investments within the group and dividends”).

At the same time, for each position you can receive an additional disclosure report, which shows which company’s reporting caused the discrepancy in data.

VGO settlement

This procedure represents a decision in favor of one or another amount of civil tax, which is considered reasonable and correct. To do this, it is necessary to find out the reasons for the discrepancies, correct the data in the original report and carry out the reconciliation again, or make adjustments to the data in the data reconciliation report and in the disclosure of the relevant indicators. The second option, with a large number of initial reports and a relatively small percentage of discrepancies, seems to be more preferable.

The report with reconciled data must be saved, setting its status to “Prepared” (or “Approved”).

Calculation of unrealized profits

Unrealized gain (URP) is a gain from an intragroup transaction that results in an increase in the value of assets reported by subsidiaries at the end of the reporting period. For the group as a whole, these transactions are a movement of resources, while from the point of view of an individual company they represent the sale or acquisition of assets (see Diagram 2).

The calculation of unrealized profit (loss) from intragroup transactions attributable to the balance of assets at the end of the reporting period and subject to exclusion from the consolidated statements is made for each company of the group for which “Full Consolidation” is specified as the consolidation method. The calculation itself is carried out in two stages.

At the first stage, the data of sellers of goods, works and services on profit (loss) from intra-group sales operations is entered and compared (this information is contained in the “Report on sales and receipt of other income within the group”) with data from buyers on the purchase of relevant goods, works and ).

Analytical data on profit (loss) from intragroup transactions is entered with detail by counterparties and indicators - separately for material assets, separately for work and services.

Next, a direct calculation of unrealized profit (loss) from intragroup transactions at the end of the reporting period is made by type of asset:

unfinished capital investments;
fixed assets;
raw materials and materials;
goods;
Future expenses;
balance of work in progress;
finished products;
goods shipped.

The methodology for calculating unrealized profit on assets is not regulated by Russian legislation. Therefore, the calculation of the NRP is carried out sequentially according to the movement of assets, taking into account the typical sequence of their transformation.

Thus, raw materials and supplies can be used both in production (that is, transformed first into costs of work in progress, then into finished products, then into goods shipped) and in construction (their cost can be included in capital investments, then in fixed assets).

Therefore, the calculation of unrealized profit from VGO attributable to the balance of materials is carried out first, and only then are capital investments, fixed assets, etc. calculated.

The balances of unrealized gains from VGO in assets at the beginning of the period are obtained from the similar statement for the previous period.

Elimination

At the stage of eliminating VGOs, the program fills out the report “Elimination of the results of intragroup transactions” based on data that has undergone preliminary reconciliation. At the same time, discrepancies are automatically re-checked, in particular, in accounts payable and receivable, income and expenses, and the movement of material and monetary resources between the companies of the group.

In the case of minority shareholders or dependent companies in relation to which the group represented by the parent (management) company acts as an investor, adjustments for the minority share and equity participation are checked.

Data on the elimination of intragroup transactions are subsequently used to construct reporting forms for the eliminating organizational unit: balance sheet, profit and loss statement, cash flow statement, capital flow statement. They indicate line by line those indicators that were excluded in the process of generating consolidated statements.

The data in the reports for eliminating organizations is designated as negative, since when generating consolidated statements they are subtracted when summing up line by line. Attributing adjustments to special eliminating organizational units allows you to increase the visibility of adjustments and the auditability of reporting.

Direct consolidation

Consolidated reporting is generated using a special perimeter consolidation algorithm, the essence of which is as follows:

line-by-line summation of the corresponding reporting indicators of enterprises for which full consolidation is provided and of the “eliminating” company is carried out (that is, consolidation adjustments);
reporting indicators of organizations for which consolidation using the equity method is provided are not included in the consolidated statements (adjustments to the cost of investments in such enterprises are taken into account through an “eliminating” company (through a special adjustment procedure);
reporting indicators of organizations for which proportional consolidation is provided are included in the report in proportion to the percentage of control of the group over this enterprise.

Thus, the logical algorithm of the program when consolidating financial statements corresponds to the algorithm and logic of the consolidation process.

Transformation and consolidation according to IFRS

Reporting prepared in accordance with Russian accounting rules does not contain all the necessary information; its data is incomparable in many respects with the reporting of foreign companies, which prevents investors from making informed economic decisions.

The specialized system “1C: Consolidation 8 PROF” has a built-in transformation methodology that contains a set of initial, transformation and final forms that ensure the preparation of reporting in accordance with IFRS. The model includes more than 60 transformational adjustments that reflect typical differences between the accounting policies of RAS and IFRS. An important point in the transformation of reporting is the analysis of the applied accounting policy and the ability to set its main parameters.

Who is a Responsible Participant?

A responsible member of a consolidated group (RCG) is a company that is a party to the CG agreement. He is entrusted with the responsibility (in accordance with the terms of the agreement) to calculate and pay income tax for the group as a whole.

ConsultantPlus experts explained how to fill out an income tax return for a consolidated group of taxpayers. If you do not have access to the K+ system, get trial online access and switch to the Ready Solution for free.

OUCG has the same rights and obligations to the fiscal authorities as an ordinary income tax payer.

The authority of the OUCG is confirmed by the signed and registered agreement on the creation of the CG by everyone. One of the responsibilities of the OUCG is to register the concluded agreement on the creation of the CG. In the event that the UKG is the largest taxpayer, the agreement must be registered in the tax service where this participant is served.

You will find more information about the OUCG in our article “Tax rate for income tax according to the provisions of Art. 284 of the Tax Code of the Russian Federation."

Obligations of participants to the state

As noted earlier, taxation of a consolidated group of taxpayers is carried out through the interaction of the responsible participant with the fiscal authorities at the place of legal registration. In this case, the proper reserve intended for transferring funds to the state budget is paid by the members of the association to the selected business entity in accordance with the frequency established in advance. At the same time, in accordance with the current legislation, namely Article 251 and Article 270 of the Tax Code of the Russian Federation, financial receipts received by the responsible participant are not considered income from the activities provided for by the charter.

The very base of profit for calculating taxation has the right to be determined by a designated business entity for other members of the group. This calculation is made based on the average data on the number of employees and the total cost of fixed assets when taking into account depreciation charges.

When it comes to the direct payment of taxes and duties, the chosen business entity must comply with the following principles:

the transfer of funds at the advance stage is carried out based on the location of the responsible participant, which means that they are not distributed in any way among the members of the group;
if there is an actual basis for taxation of profits, funds are transferred to the treasury of the fiscal authorities at the location of each of the members of the cooperation with the calculation of the share of all participants in the cooperation fund, which is what the concept of a consolidated group of taxpayers as such suggests.

If the obligations have not been paid in full, then the collection of the missing funds is carried out, first of all, from available funds from the current accounts of the elected member of the association, then from other participants, and, lastly, in the appropriate manner from existing property .

How to conclude an agreement to create a consolidated group

The agreement on the creation of the CG indicated the following important points:

item;
list of parties to the agreement and their contact/registration information;
company name - OUKG;
information about the responsibilities of each member of the group and separately OUKG (timing and procedure for execution), as well as information about the responsibility that arises due to failure to fulfill the terms of the contract;
the validity period of the CG, and, accordingly, the contract;
the amount of information provided by each member to determine the tax base and pay income tax.

You may find the tax information contained in the article “What is the object of taxation for income tax?” useful.

The agreement on the creation of a corporate group was subject to mandatory registration with the tax authority. In order to register it, the OUKG had to collect a complete package of documents. It included:

the contract itself (in 2 copies);
statement of establishment signed by all members of the CG;
documents confirming the powers of the signatories of the agreement;
accounting and financial documents confirming that all members of the group have the right to create a group of companies (information requiring confirmation is specified in subparagraphs 2–3, 5 of article 25.2 of the Tax Code of the Russian Federation).

The data that needs to be confirmed is certified by the OUKG. This list includes copies of financial statements, payment slips confirming the payment of taxes and excise taxes.

All these documents had to be submitted by October 30, so that starting next year, group members could work and pay taxes within the CG. After submitting documents to the tax authority, a decision was made within a month to register the agreement or refuse it.

If the Federal Tax Service has discovered correctable violations that can be corrected within the allotted month, the OUKG is notified of this and is obliged to eliminate them in a timely manner.

If all formalities regarding compliance by participants with the requirements of Art. 25.2 of the Tax Code of the Russian Federation, and there is also a full package of documents, the agreement on the creation of the CG is registered. Within 5 days, 1 copy of the agreement is issued with a note about the registration.

Next, the Federal Tax Service that carried out the registration notifies all territorial tax authorities in which the participants of the group are registered about their status. The same notifications are sent to the INFS, where separate divisions of companies that are members of the CG are registered.

If all the described formalities were observed, the CG was recognized as created on January 1 of the year that occurred after the registration of the agreement on the creation of the CG.

Merging mechanism

A main legal entity is appointed in the taxpayer consulting group . Its function is to provide a declaration based on the calculation of tax charges for the entire organization, as well as to directly transfer finances to the tax authority.

The concept of KGN began its life in 2012. Its mechanism is disclosed in Federal Law No. 321 - F3 of November 16, 2011 . In 20117, Federal Law No. 436 - F3 included changes to the first and second sections of the Tax Code of Russia. The innovations directly affected the mechanism of the taxpayer consulting group.

Such an association of companies and organizations operates on the basis of an agreement concluded by the participants among themselves. All of them must meet the following criteria:

The total figure of income received from the sale of products, services provided and sales of goods over the past year must be at least 100 billion rubles . This does not take into account taxes paid on products worth at least 10 billion rubles sold abroad in the Customs Union.
The value of the assets of a candidate for association, based on the report to the tax authority as of December 31 of the previous year, must be equal to or greater than 300 billion rubles .

The following cannot become a member of the KGN:

Enterprises with a special form of taxation.
Companies located in special economic territories.
Non-state pension structures.
Banking organizations.
Insurance companies.
Members of another taxpayer consulting group.
Companies that have bankrupt status and are in reorganization mode.

The mechanism of amendments to this Federal Law allows enterprises with branches outside the Russian Federation to become members of the group. This made it possible to increase the flow of funds into the state treasury.

When is it possible to refuse registration of an agreement?

The tax office could refuse to register the agreement for a number of reasons, the list of which is closed:

if a member of the CG does not meet the conditions specified in Art. 25.2 Tax Code of the Russian Federation;
if the agreement on the creation of a corporate group does not contain the mandatory conditions that are listed in paragraph 2 of Art. 25.3 Tax Code of the Russian Federation;
if the deadlines for submitting documents for registration of the agreement on the creation of a corporate group have been violated or an incomplete package of documents has been submitted, and correctable violations have not been eliminated within a month (clauses 5–7 of Article 25.3 of the Tax Code of the Russian Federation);
if the documents were signed by persons other than authorized participants.

If the tax authorities refused to register the contract for the creation of a corporate group, this does not deprive the UKCG of the right to re-submit documents for registration.

A copy of the decision containing the refusal is sent by the fiscal service to the OUCG within 5 days and handed to its authorized person.

At the same time, the OUCG may appeal such a refusal within the time limits that apply for appealing acts of tax authorities. If the complaint against the refusal to register is satisfied, then, in the absence of other obstacles, the tax service will have to register the agreement. The CG will be able to function starting from January 1 of the year that occurred after the submission of documents for registration.

Features of the agreement

The agreement on the creation of the KGN indicates the following important points:

The subject specified in the document.
List of parties to the agreement and their contact/registration details.
Company name of the responsible participant.
Information about the responsibilities of each group member and individually responsible participant (timing and procedure for execution).
Validity period of the CGN.
Information about liability that arises in connection with non-compliance with the terms of the contract.
The amount of information for calculating the tax base.

To register a contract to create a group, the responsible participant provides a package of documents, which includes:

The agreement itself (in 2 copies).
Announcement of the creation of the group, signed by all members of the group.
Documents indicating the powers of company representatives.
Accounting and financial documents confirming that all members of the group have the right to create a corporate group.

The deadline for submitting documents is October 30. The decision to register the agreement is made by government authorities within a month.

In case of refusal, the group has the right to re-submit documents for registration. A copy of the decision containing the refusal is sent by the tax service to the responsible participant within 5 days and handed over to his authorized person. The decision can be appealed within the time limits established by law.

How to make changes to the agreement on the creation of a consolidated group

Amendments to the contract are mandatory due to one of the following situations:

one or more participants find themselves in the process of liquidation;
reorganization of one of the participants is expected in the form of accession, merger, division or spin-off;
Another company joins KG;
one of the participants decides to leave the CG, incl. in case of violation of the conditions specified in Art. 25.2 Tax Code of the Russian Federation;
it is necessary to extend the contract period.

Changes are made to the agreement in the form of a separate agreement, which is signed by all parties to the CG agreement, incl. those who have just joined. This agreement is also submitted to the Federal Tax Service at the registration address of the OUCG to complete the registration procedure.

When submitting an agreement for registration, it is important to comply with the provisions established in paragraph 4 of Art. 25.4 of the Tax Code of the Russian Federation deadlines. This action must be completed no later than one month:

which remained until the beginning of the new tax period;
when the concluded agreement on the creation of the CG will end (if a decision has been made to extend the agreement);
during which reasons arose due to which changes are required (they are listed in clause 1 of Article 25.4 of the Tax Code of the Russian Federation).

To register an agreement to amend the contract, the OUCG must submit the following documents to the fiscal service:

a message that changes are being made;
agreement signed by all participants of the CG, in 2 copies;
decision to extend the contract term in 2 copies;
documents confirming the authority of the signatories;
documents confirming that the participants adhere to all requirements (taking into account changes made to the agreement) specified in Art. 25.2 Tax Code of the Russian Federation.

Registration of changes is made within 10 days after submission of a complete package of documents. As a result of registration actions, the OUKG representative will receive 1 copy of the agreement with a mark of completed registration.

Changes made to the agreement on the creation of a corporate group usually come into force on January 1 of the year following the one in which the package of documents for registration was submitted. This applies to cases where changes were made related to:

with the addition of new participants;
withdrawal of one or more participants for various reasons.

In other situations, changes to the agreement come into force on the date approved by the parties, but not earlier than the registration of the agreement on amendments with the tax authorities.

Motivating employees in a consolidated team

Consolidation, cohesion, integration are features of the interactions of working people, reflecting the degree of coordination of their efforts to achieve their goals and solve production problems.

Factors of group consolidation or cohesion are the similarity between employees in views, values and interests, as well as the presence in the group of conditions and opportunities for realizing the interests and goals of all its members.

If we take as a basis the presence in any team of a formal (business, official) system of interactions, then we can talk about cohesion as a prerequisite for the joint activity of people to solve problems, their readiness for mutual assistance and mutual assistance.

If we highlight as a basis the informal system of relationships present in any team, then the emotional correlates of cohesion in a team are the attractiveness and positive assessment of each other by employees, the presence of common group values and interests, norms and rules of behavior, and a low level of conflict.

When achieving certain goals, a consolidated team is more effective compared to a team with low cohesion because:

Ø A united team is characterized by stable informal relationships and stable group dynamics, low turnover, a good psychological atmosphere, and positive mutual assessments of people. Therefore, if the goals of maintaining the achieved indicators are leading for the company, then a cohesive team is good.

Ø A consolidated team will be successful and ready for coordinated actions in tense, extreme, emergency and force majeure circumstances, when results are required quickly, with minimal time investment.

Ø If a cohesive team has a strong leader to whom it obeys and trusts, a group of employees can be ready for a serious “leap” in development, achieving high professional results in conditions of intense competition and also a time limit.

In a consolidated team, conditions arise for the formation of uniformity in the development of ideas and approaches to solving problems. This fact is explained by the fact that it is important for people working together to maintain and maintain a positive atmosphere and good relationships among themselves, so they try to praise each other more and avoid criticism so as not to offend someone. In a close-knit group, in terms of importance for employees, the desire to have good relationships often prevails over professional responsibility. As a result, a critical assessment of the decisions made in such a team may either not appear or be completely absent.

In a consolidated team, employee motivation is formed not for low, but also not for high labor productivity. The group exhibits a desire for average efficiency, as a result of which there are no lagging behind in the team, but there are no professional “stars” either. An employee with high motivation for success may have the following attitude: “What, does he need more than others?”

The tendency towards averageness is almost always characteristic of close-knit teams, from which both very “weak” employees and very “strong” ones gradually leave.

Active and independent workers often feel the “press” and pressure of group norms in a close-knit team, and, as a result, they talk about tightness and lack of freedom in self-expression. They cannot express their opinion if it diverges from group attitudes. They cannot be themselves, since they are obliged to constantly play social roles, in accordance with the rules and norms accepted in this group.

In a consolidated team, it is difficult to adapt new employees hired, especially when the company does not have a mentoring culture. New employees adapt to a close-knit team over a long period of time because they have to thoroughly “learn” social norms and closely control their behavior so as not to “make mistakes.” Therefore, the successful adaptation of new employees into a close-knit team depends not so much on their professional competence, but on flexibility and the ability to “adapt” to the manager and informal leader. Since it is known that a highly qualified specialist has autonomy and independence in judgment, more adaptive employees remain in the company, rather than “stars”.

In a consolidated team, especially after achievements and successes, further innovation may be difficult, since it is associated with changes in the position and status of employees. In addition, not only the formal, but also the informal system of relations in a close-knit group tends to stabilize and resists change.

Mutual assistance and interchangeability are often identified as important characteristics of a cohesive team. However, with the highest modern requirements for professionalism, competence and experience of workers, a group attitude towards interchangeability can not so much help as harm the business.

Thus, the high effectiveness and “survival” of a team in business is not associated with total uniformity of opinions and styles, but with the diversity and variety of positions, points of view, ideas and approaches to solving problems. This is why mixed, heterogeneous teams by age, gender and professional background are more effective than homogeneous ones. In other words, teams with individuals who differ in their problem-solving approaches, experiences, backgrounds, and competencies will be more successful than teams with uniform approaches.

Creative teams, of course, have less consolidation than teams with the same approach to work, but consolidation in itself is not a company value. The main value of a business is the development and promotion of the company in the market.

Review questions for Chapter 14

"Enterprise Team Management"

1. Describe a self-learning organization. How does the process of team building influence the development of self-learning companies?

2. Explain the main negative consequences of unbalanced, spontaneous team formation in an organization.

3. Schematically display and describe the process of development of team effects in an organization. What is the main task of team building?

4. How does the team building process ensure the effective use of the organization's human resources?

5. Describe and analyze the dynamics of team building based on the method of biological analogies.

6. Level 5 managers: level of hierarchy and degree of responsibility.

7. Tell us about the distinctive features of employee motivation in consolidated teams.

Literature:

1. Volgin A.P., Modin A.A., Matirko V.P. Personnel management in a market economy. M.: Delo, 1992.

2. Derkach A.A., Kalinin I.V. Recruitment strategy and management team formation. M.: Publishing house RAGS, 1999.

3. Dolgov M., Dotsenko E., Nefedov A., Zverev S. Team management in Russia. Methods for the formation and development of team effects in an organization. Personnel Management. — No. 24 (130), 2005.

4. Egorshin A.P. Personnel Management. N. Novgorod: NIMB, 2001.

5. Egorshin A.P. Formation of an effective team. Personnel Management. - No. 13 (119), 2005.

6. Ivantsevich J.M., Lobanov A.A. Human resources management. Fundamentals of personnel management. – M.: Delo, 1993.

7. Collins J. From good to great. – St. Petersburg: Stockholm School of Economics, 2005.

8. Magura M.I. The human factor: its role in overcoming the crisis. Personnel Management. – No. 12, 2003.

9. Moiseeva O. Team game. Managers Association Bulletin. — No. 2, 2004.

10. Neshchadin A. Economic growth and personnel potential of Russia. Economic issues. - No. 7, 2000.

11. Rogova N., Filippova N. Worthy of promotion. Managers Association Bulletin. - No. 4, 2002.

12. Samukina N. A close-knit team: when is it good and when is it bad? Personnel Management. - No. 4 (111), 2005.

13. Sartan G.N. Team building training. – St. Petersburg: Rech, 2005.

14. Khokhlova T.P. Team-building as the basis of modern personnel technologies. Personnel Management. — No. 1-3 (108-110), 2005.

15. Khokhlova T., Lobanova V. Team building ability as a professionally significant feature of a modern specialist. Personnel Management. - No. 20 (126), 2005.

Features of accepting a new member into a consolidated group

The main condition for accepting a new participant into the CG is the compliance of its results and areas of activity with the norms of Art. 25.2 Tax Code of the Russian Federation. The decision to accept a new participant must be signed by all participants, in addition, it will be necessary to make changes to the agreement on the creation of the CG.

This agreement is also signed by all participants of the CG, incl. new member. If the performance indicators of the new company do not correspond to those declared in the Tax Code of the Russian Federation, the tax authorities will refuse to register the agreement to amend the agreement on the creation of a corporate group.

Procedure for a participant to leave the group

When leaving the CG, the participant will have to:

calculate and pay income tax for the tax period in which the company was no longer a member of the Group;
change the tax policy for paying income tax from the new reporting date;
submit tax returns on profits for the period when the company was no longer a member of the Group.

The procedure for filling out tax returns is given in our article “What is the procedure for filling out an income tax return (example)?”

If the OUKG leaves the CG, its responsibilities include:

making changes to your tax accounting for income tax;
recalculation of advances on income tax for completed tax periods and submission of clarifications for the tax year.

You will learn about the specifics of filling out clarifications in our article “Clarified declaration: what does an accountant need to know?”

When a company leaves the group, it retains the need to fulfill all obligations assumed during its membership in the group to pay income tax.

You will learn about advance payments from the article “Advance payments for income tax: who pays and how to calculate?”

Organizations that cannot become members of the group of groups

The legislation imposes a number of prohibitions on joining a consolidated group. Thus, the following organizations cannot be participants:

banks, with the exception of such cases when a consolidated group is created only by banks;
organizations with special tax regimes;
insurance companies, with the exception of such cases when the consolidated group of taxation is created only by insurance organizations;
pension funds of a non-state form, except in cases where the other participants are also non-state pension funds;
securities market participants working on a professional basis;
members of other consolidated groups.

In addition to the above, those who do not pay income tax and conduct medical and educational activities cannot join the group of people. These organizations have a zero income tax rate.

Clearing companies and microfinance organizations have a complex mechanism for paying taxes, so they cannot join the ranks of the KT. Organizations located in special economic zones also have a complex tax system.

Thus, the list of organizations is quite wide. It is worth noting that even companies from this list can, in some cases, create a corporate group if this is established by law.

Tax amounts are calculated based on the rates of the region where the company is located. The responsible participant issues a payment order for each payment amount. In this case, funds for paying taxes are transferred to the main taxpayer from the remaining consolidated companies.

If the responsible participant does not fulfill his duties properly, then he acquires the rights of regressive claims in the manner prescribed by civil and tax legislation.

The tax return is provided by the responsible participant. Despite the fact that each participant has its own specific share in the authorized capital, fines, penalties and penalties are divided evenly between all consolidators.

The tax authority has the right to collect income tax from the property of the consolidated companies if there are insufficient funds in all accounts of the CTG participants. In this case, the sequence of collection of tax debts is determined directly by the tax authorities. This procedure is not legally established.

Rights and responsibilities of group members

The rights of OUKG KG include:

submission to the tax authorities of explanations related to the calculation and payment of income tax according to the CG;
the opportunity to attend all on-site tax audits;

Read about the timing of such tax audits in our article “What is the deadline for conducting an on-site tax audit?”

Our article “Procedure for conducting an on-site tax audit (nuances)” will help you understand the procedure for conducting such an audit.

receiving inspection reports, decisions and other documents on the business activities of the Group from the Federal Tax Service;
participation in the consideration of tax audit materials;
receiving from the fiscal service information constituting a tax secret about the participants of the group;
appealing against inspection reports and actions of tax officials related to the performance of their duties to collect profit tax;
filing an application for a credit for income taxes paid in excess of the required amount.

The responsibilities of the OUKG include:

maintaining tax records, calculating and paying income tax based on the results of CG activities;

You can learn more about paying income tax on behalf of a group of companies from our articles:

“We correctly indicate the status in payment orders in 2020”
“Indicate the originator’s status in the payment order”
“How to fill out a payment order in 2021 - sample?”
“Main payer statuses in a payment order”
submission to the tax office for registration of an agreement on the creation of a group of companies or an agreement to amend the agreement, a decision to terminate the group’s economic activities;
filing an income tax report, as well as submitting documents that were received from the participants of the Group;

Use the advice from ConsultantPlus and check whether you are filling out income tax payments correctly. Get trial access to the system and go to the Tax Guide for free.

Read about the specifics of disclosure of CG information in our article “The procedure for disclosing information in consolidated statements has been clarified.”

upon leaving the group or terminating the activities of the group, transferring to the group information on the calculation and payment of income tax and other information;
payment of penalties imposed in connection with non-compliance with tax legislation;
bringing to the attention of participants within 5 days information about the receipt of demands for tax payment;
requesting primary / tax accounting registers as part of tax control;
submission of primary tax records/registers to the Federal Tax Service upon request.

CG participants have the right:

appeal to a higher authority or court acts of fiscal officials or certain actions of their officials;
receive from OUKG copies of all documents from the tax office;
fulfill voluntarily the assumed obligations of the OUCG;
participate in tax audits at home, as well as be present when reviewing the materials of such audits.

The responsibilities of the CG include:

presentation of calculations of the tax base for income tax, data from registers and other documents of the OUCG;
submission to the Federal Tax Service of documents and information that fiscal officials need to carry out tax control;
fulfillment of obligations to pay taxes, penalties in the event of failure by the participant responsible for the activities of the corporate group to fulfill his obligations to the tax authorities;
immediate notification of the OUKG about all cases that may lead to a violation of those specified in Art. 25.2 NC conditions;
maintaining tax records for income tax.

Income tax for participants

The creation of such a group allows you to answer the question of how to reduce income tax. Its object is the sum of the total profit of the group's participants. A responsible member of the community maintains the tax records of the entire group.

In a consolidated group of taxpayers, income tax is calculated by the responsible participant based on data received from other participants of the consolidated group of taxpayers.

Each member of the community is required to provide the data necessary to calculate the total tax base. The deadline and procedure for submitting such information are established by the agreement on the creation of the group.

If a group member misrepresents or fails to report its returns, this results in underpayment of tax for the entire consolidated group. For this, the violator of the provisions of the agreement will be charged a fine of 20% of the amount of unpaid tax (if he simply made a mistake). The same acts committed intentionally carry a fine of 40%. In this case, other members of the KGN will not be held accountable.

Group members can independently determine the consolidated tax base, to which the rate is not 20%, but 9% or 15%. It is calculated based on the income received by the group members and the expenses incurred by them.

When calculating, the responsible party takes into account only those income that is taxed at a rate of 20%. Profit and the formula for calculating it are standard:

NP = BN * S,

where BN is the tax base (thousand rubles).

C - rate (%).

The determination of the tax base is based on data from the profit and loss statement, the form of which is determined by law.

The specifics of determining the income received by members of the group are established by Art. 278.1 of the Tax Code, which complements the second part of the Tax Code.

In particular, each group member independently applies standards for calculating their expenses. Income tax expenses include:

Payments under voluntary insurance contracts.
Expenses in the form of contributions to the reserve for the upcoming payment of vacation to employees and to the reserve for the payment of annual remuneration for years of service.
Provisions on doubtful debts.

In tax reporting, members of the Group of Taxpayers are not required to create a reserve:

For doubtful debts of some members of this group.
For warranty repairs in terms of selling products to another member of this group.
For possible losses on credit and equivalent debt.

If such reserves have been created, the group member includes these amounts in non-operating income for the last tax period before joining the consolidated tax group.

The amount of the monthly advance payment in the first quarter of the year in which the consolidated group began to operate is determined as the sum of the monthly advance payments of all members of this group in the fourth quarter of the previous year.

Conditions and procedure for terminating the business activities of a consolidated group

The grounds for terminating the activities of a CG may be:

expiration of the validity period or termination by agreement of the parties to the agreement on the creation of the CG;
invalidation of a contract in court;
failure to submit a package of documents on amendments to the contract dictated by the withdrawal of one of the participants who violated the requirements set out in Art. 25.2 of the Tax Code of the Russian Federation, or avoidance of making changes for various reasons;
liquidation or reorganization (except transformation) of OUKG;
opening a bankruptcy case against OUKG;
violation by the participant responsible for the activities of the CG of the terms of Art. 25.2 NC.

At the same time, the CG cannot be terminated if changes have occurred in the participant’s charter capital that do not violate the conditions of clause 2 of Art. 25.2 Tax Code of the Russian Federation.

Find out about calculating the price of shares after reorganization from our article “How to determine the value of shares during reorganization”

If the participants of a group of companies make a joint decision to terminate the agreement, the OUCG must, within 5 days, send to the Federal Tax Service the original agreement on the creation of the group of companies with a registration mark, as well as the decision to terminate the agreement, signed by all participants.

The original agreement on the creation of a CG is also sent to the tax office in a situation where the CG has ceased to exist due to the expiration of the contract, invalidation of the contract, as well as non-compliance with the requirements of Art. 25.2 of the Tax Code of the Russian Federation of CG participants. Along with the agreement, OUKG also sends a notice drawn up in free form, indicating such circumstances.

After receiving the above documents, the Federal Tax Service, which controls the activities of the group, notifies the local tax authorities, in which all participants of the defunct company are registered, within 5 days.

The date of termination of the activities of the CG is the 1st day of the tax period that followed after the occurrence of the circumstances specified when notifying the tax office.

Termination procedure

The grounds for terminating the activities of the Group may be:

Termination of the contract by agreement of the parties on the creation of the Group of Companies.
Cancellation of a contract in court.
Refusal to submit a package of documents on changes to the contract, dictated by the withdrawal of one of the participants who committed a violation of the requirements.
Liquidation or reorganization.
Opening a bankruptcy case against the responsible participant.
Violation of the terms of the Tax Code of the Russian Federation by the parties.

The effect of the CHT cannot be terminated if changes have occurred in the authorized capital of the participant that do not violate the conditions of paragraph 2 of Art. 25.2 NC.

If the members of the Group of Companies make a joint decision to terminate the contract, the responsible participant must, within 5 days, send to the Federal Tax Service the initial agreement on the creation of the Group of Companies with a registration mark, as well as the decision to terminate the contract, signed by all parties.

The end date of the tax return period is the first tax period following the occurrence of the circumstances specified in the declaration.

Results

Consolidated groups of taxpayers were registered until 2018.
They were voluntarily created by several organizations for the purpose of paying income taxes by one responsible participant. To create a KGN, many requirements had to be met. In 2020, there are only 18 KGN operating. Their period of existence is limited by the contract and cannot exceed 01/01/2023. You can find more complete information on the topic in ConsultantPlus. Free trial access to the system for 2 days.

Advantages of KGN

The greatest advantage for members of the consolidated group is that the income tax burden is significantly reduced. This is due to the fact that the loss-making and profitability indicators of all participants in the group of companies are summarized.

The tax base of all group member companies is formed through consolidation. However, transactions between the parties to the agreement on the creation of consolidated group of companies cannot be the subject of transfer pricing. The only exception is transactions concluded in relation to extracted minerals.

Participating companies merge without creating a legal entity to reduce their income tax burden. It is calculated for the entire corporate group and paid on the basis of the norms prescribed in Chapter. 3.1 Tax Code of the Russian Federation.