Order on the creation of a separate division

What is “separateness”

Before we tell you what an order to create a separate unit is, what it looks like and what should be reflected in it, we need to understand a little about the terminology. Namely, to explain: what is a separate division (hereinafter also referred to as OP).

This concept means a separate structure operating as part of an organization. This may be a branch, representative office or any other entity.

Even one single person working remotely can be considered a separate department. But it’s important not to confuse this with freelancing or other one-time forms of collaboration.

A general description and information about the activities of separate divisions can be found in special legal provisions:

Art. 55 Civil Code;
clause 2 art. 11 of the Tax Code.

However, these norms do not say what a sample order for a separate unit should look like.

Any OP has its own distinctive features:

they can only be created by legal entities (individual entrepreneurs can also structure their business for expansion purposes, but this does not need to be formalized separately);
cannot be located at the same physical address as the main office of the company;
it is necessary to equip stationary workplaces. By such, the law means positions that exist for at least 1 month.

How to register a separate division

Subdivisions are registered at the location of each of them. This should not be confused with the rules for registering branches. I have my own rules for them. For those divisions that are not in the organization’s charter, the rules are completely different.

Having opened a bank account, units must register with the Social Insurance Fund. For this purpose, divisions submit certain documents to the fund within 30 days from the date of creation. There is no need to submit documents to the Pension Fund and the Federal Compulsory Medical Insurance Fund. After registration, the tax office independently sends data to these authorities.

When a manager issues an order to create a separate unit

The Civil Code calls only representative offices and branches separate divisions of a legal entity. And the Tax Code is any division territorially isolated from the organization where a workplace is equipped.

To create a branch or representative office, an organization must make changes to the Charter. And to create another division, it is enough to fill out and submit to the tax office a message on form C-09-3-1. Well, the manager issues an order to create a separate division before contacting the tax authority.

Any separate division has its own characteristics. They are created only by a legal entity - an organization. The unit must be located outside the location of the legal entity. And on the basis of such a unit a workplace is created (for at least 1 month). Are there all the signs? Within a month after the actual creation (and this is the date of hiring the first employee), the organization is obliged to report this fact to the tax office. And an internal order to create a separate division is issued with the correct organization of management activities.

What responsibilities should be included in the job description of the head of a separate department?

The director of the enterprise participates in all business processes and is responsible for the results of the enterprise's activities. The job description of the head of a separate department usually assigns the following responsibilities to the employee:

department management, management decision making;
participation in the preparation of the budget and business plan;
planning and coordinating the activities of subordinates;
search for qualified personnel;
control of division assets.

We invite you to download the manager's job description in Word or PDF format. We guarantee that the finished document will fully comply with the norms of the current labor legislation of the Russian Federation.

Example of a job description for a Branch Manager

Job Description of the Manager

separate structural unit (OSB)

1. General Provisions:

1.1. Appointment to the position of Head of the OSP and dismissal from it are made in accordance with the order of the General Director of LLC “A” (hereinafter referred to as the Company).

1.2. In his activities, the Head of the OSB reports directly to the General Director of the Company.

1.3. The activities of the Head of the OSP are regulated by this Instruction, instructions and orders of the General Director and the Legislation of the Russian Federation.

1.4. All employees of the OSP are subordinate to the Manager.

1.5. Persons with higher education and management experience may be appointed to the position of Manager.

2. Responsibilities:

2.1. Manages the economic and financial activities of OSP in the field of logistics, storage and sales of products under supply contracts, as well as transport and administrative services.

2.2. Provides:

— efficient use of material and financial resources, reducing their losses,

— acceleration of the process of turnover of invested funds,

— accounting of labor costs and timely payment of wages to OSP employees.

2.3. Organized by:

— participation of departments and services subordinate to him in drawing up long-term plans for the delivery, storage and sale of the Company’s products, for establishing direct and long-term relationships with regional buyers,

— work of warehouse facilities, creation of conditions for proper storage and safety of material assets,

— compliance with the company’s personnel policy in the field of staffing.

2.4. Takes measures:

— to expand the economic activities of the OSB,

— to ensure the fulfillment of tasks and obligations for the supply of the Company’s products to regional buyers (in terms of quantity, quality, assortment, timing and other terms of delivery),

— on the rational use of all types of transport,

— to improve the organization of loading and unloading operations.

2.5. Controls:

— logistics support for OSB,

— proper use of working capital and targeted use of financial credit,

— fulfillment of the plan for the sale of the Company’s products.

2.6. Manages the development of measures:

— on resource conservation and integrated use of material resources and valuables,

— to improve the economic performance of the OSB,

— to maximally equip the loading and unloading service with the necessary mechanisms and devices,

— to prevent overexpenditure of financial and material resources,

— addressing information security issues,

— to improve the moral and psychological climate in the team.

2.7. Supervises the work of departments and services subordinate to him.

3. Must know:

3.1. Resolutions, instructions, orders, other guidance and regulatory materials of higher and other bodies relating to the activities of the PCB,

3.2. Profile, specialization, features of the OSB structure,

3.3. Prospects for the technical and economic development of OSB,

3.4. The procedure for developing and approving plans for the economic and financial activities of the OSB,

3.5. The procedure for maintaining records and drawing up reports on the economic and financial activities of the OSB,

3.6. Organization of financial work, logistics, transport services and product sales,

3.7. Organization of loading and unloading operations,

3.8. The procedure for developing working capital standards, consumption rates and inventories,

3.9. The procedure for concluding and executing business contracts,

3.10. Economics, organization of production, labor and management,

3.11. Fundamentals of the Legislation of the Russian Federation,

3.12. Rules and regulations of labor protection, safety, fire protection.

4. Responsibility:

The head of the PCB is personally responsible for:

4.1. For the activities of the PCB as a whole and for the performance by individual employees of the functions defined in job descriptions;

4.2. For ensuring the uninterrupted operation of departments and services of the OSB in organizing the technological process of goods distribution;

4.3. For unreasonable overexpenditure of financial and material resources;

4.4. Financial responsibility for the safety of inventory items in the warehouse and in the OSP office;

4.5. For the timely provision of reliable information on the results of the work of the PCB;

4.6. For violation of norms and rules of labor protection, safety regulations, industrial sanitation and fire safety;

4.7. For the safety and confidentiality of information entrusted to him by the Company.

5. In case of production necessity, the company reserves the right to correct the job description.

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 organization's actions are as follows:

The decision to create a separate division 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 reflect:

name of the new division;
the basis for its creation, for example, the minutes of the general meeting of shareholders (number and date);
location of the unit;
a manager who is appointed and removed from office by a decision of the management body of the parent enterprise, for example, by a decision of the supervisory board or a general meeting of shareholders;
within what time the unit must be registered.

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

Based on the order, an internal local act is developed - the Regulations on a separate division (branch or representative office). It establishes:

the degree of legal capacity and powers of the new unit;
activities;
functions;
management structure;
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 constituent agreement, for example, amendment No. 1;
new edition of the constituent document.

A sample compiled by ConsultantPlus experts will help you prepare the Regulations on a separate division. You can download it by getting free access to the system.

What is the basis for the order?

Every order issued, and this one is no exception, must be justified in some way. In this case, as a basis, you can refer to a specific article in the law, which gives enterprises and organizations the right to create separate divisions, or simply write something like: “In connection with the development of the enterprise,” “expansion of the organizational structure,” etc.

Where to start

The creation of a separate division occurs by drawing up the appropriate regulations on it. This document does not have a single form. But it is necessary to indicate all the main information:

addresses – actual and legal;
Name;
goals and objectives;
rights;
management composition, etc.

Within the company, they also issue an order to create a separate division, the sample of which also does not have any uniform form. Sometimes a separate order is issued to appoint the leadership of the OP.

The creation of an OP must be reported to the Federal Tax Service within 1 month! (except for branches and representative offices)

Find out more about this form on our website in the article “Notice on the creation of a separate division (C-09-3-1)”.

Notification of the opening of a separate division in the Federal Tax Service (sample attached)

All companies and individual entrepreneurs need to submit some kind of statistical reporting.
And there are so many forms of this reporting that it’s not surprising to get confused in them. To help respondents, Rosstat has developed a special service. using which you can determine what statistical reporting needs to be submitted to a specific respondent. However, unfortunately, this service does not always work correctly. Despite the fact that from January 1, 2019, types of economic activities are determined according to the new OKVED2 classifier, in order to determine the rate of contributions “for injuries” for 2021, the old OKVED codes must be indicated in the application for confirmation of the main type of activity and the confirmation certificate. The Tax Service has changed its position regarding filling out field 101 “Payer Status” in payments for the transfer of insurance premiums.

Now it is recommended for legal entities to use the status “01”, and individual entrepreneurs – “09”. The Federal Tax Service has approved a new procedure for obtaining a deferment (installment plan) for payments to the budget.

Now the rules are the same for both taxes and insurance premiums (except for “injury” contributions). From 01/01/2019, insurance premiums in case of temporary disability and in connection with maternity must be paid to the Federal Tax Service. And for reimbursement of benefits, as before, you must contact the Social Insurance Fund.

The list of types of state control in which a risk-based approach is applied has been expanded. Now this list also includes checks for compliance with labor legislation requirements carried out by the labor inspectorate.

In accordance with the norms of domestic legislation, Russian legal entities can open their own separate structural divisions. The procedure for opening them and the requirements for them are described in the relevant acts of rulemaking.

In some cases, a company opening a separate division sends a notification about the opening of a separate division to the Federal Tax Service. Legal entities have the opportunity to open separate divisions. To notify tax authorities about such an opening, you need to send a message to the Federal Tax Service about the opening of a separate division.

Civil legislation does not provide for the possibility of opening structural units not directly named in Art. 55 Civil Code of the Russian Federation. That is, the Civil Code of the Russian Federation directly implies the possibility of opening only a branch or representative office.

Slightly different provisions are specified in Article 11 of the Tax Code of the Russian Federation. which directly allows for the opening of other structural units with permanent jobs.

The Federal Tax Service of Russia issued order No. dated 06/09/2011 which approved the form of notification of the creation of a separate division. This form is used for cases of opening separate divisions that are not branches and representative offices.

Sheet No. 1 of the specified form contains a field intended to indicate the tax inspection code, and therefore, to answer the question of where to submit a message about the opening of a separate division, you should study the specified Order. Appendix No. 13 to the above-mentioned Order of the Federal Tax Service of Russia directly states that the notification must indicate the code of the tax inspectorate at the address of the main organization. The Federal Tax Service of Russia approved the notification form, put into effect a general procedure for filling out an application, and also indicated the basic and mandatory requirements for such an application, but did not develop or publish a sample for filling out a message about the creation of a separate division.

When filling out a message, all fields intended to indicate the TIN and KPP must be filled out on each page of the application. The requirements for each column to be filled out are set out in Appendix No. 13 to the Order of the Federal Tax Service of Russia. It should be remembered that if several separate divisions are opened (except for branches and representative offices), one application must be filled out with attached second sheets in an amount equal to the number of representative offices being opened.

Document on the creation of the OP

An order is the main document that must be issued when creating a separate unit. But the law does not require sending it to the inspection authorities (IFTS). It is used for internal needs.

As already mentioned, there is no single template for such an order. Therefore, it can be compiled in free form. The main thing is to provide basic information. Moreover, there is not much of it.

It is enough that the order to open a separate unit (see sample below) contains data on:

name of the OP;
its form (branch, representative office or other);
location address.

The procedure for creating a separate division

Opening a separate division is not the most difficult procedure, although it does cause some trouble. Let's start with the fact that the very possibility of its creation must be spelled out in the company's Charter (if such a clause is not there, then you first need to make changes to the Charter).
Then, the corresponding decision must be made at the general meeting of founders and recorded in a special protocol.
After this, at the enterprise
a certain package of documentation is collected, which necessarily includes the constituent papers of the company,
an application is written to the territorial tax service,
All interested government agencies, including social insurance funds, are notified of the event in a short time.

Only after complete completion of all the stages described above can a separate unit begin its activities.

Document on the leadership of the OP

In any organization, it is necessary to document all employees. Only in the presence of such orders do labor relations arise. And we're not just talking about ordinary workers. This also applies to management, which is confirmed by Art. 16 Labor Code of the Russian Federation.

As for a separate unit, and specifically the appointment of its head, then one must be guided by Art. 68 Labor Code. The main point that should be taken into account when drawing up an order for the appointment of a manager is that it should not contradict the contract that was concluded when hiring him.

Like the order on the creation of the OP itself, the sample order on the creation of a separate unit in 2021 does not have a mandatory form. Each company is free to choose it at its own discretion.

By the way: it is not necessary to create two separate documents. All this information - about the creation of an OP and the appointment of its head - can be reflected in one single order.

Also see the article: “How can separate divisions pay insurance premiums and submit reports to the Federal Tax Service from 2021.”

Features of creating a branch in another city

If a company creates a representative office in another locality, the step-by-step instructions will be similar. The main thing is registration with funds and the tax authority at the actual location of the new branch. As already noted, since 2010, an LLC has the right not to apply for registration to the tax authorities - this work is performed by the registration authority (Federal Tax Service at the location of the main office). If a division is opened in the same city, it is enough to notify the tax service of its creation.