How to close a separate division: we draw up documents, fire employees, notify regulatory authorities

Step-by-step instructions with examples of liquidation of an OP in 2021
A separate division is a structural unit of an organization, which is often opened temporarily to achieve some business goals. If these tasks have already been solved, or have become irrelevant, then the question arises: “ How to close a separate division in 2021? "

Briefly about the separate division

A separate division of a company outside its main address is considered to be separate, where at least one person works for more than a month. Such a structural unit is not an independent legal entity, however, information about it is entered into the Unified State Register of Legal Entities. Until 2021, information about the OP had to be reflected in the charter, so organizations operating since then have to make changes to it when closing divisions.

A separate division does not have its own property; its head is appointed by the parent company. The task of branches and representative offices is to represent the main organization and act in its interests.

To close a separate office, you need to prepare documents, fire employees and register changes. This is done in several stages. We propose an algorithm for liquidating a separate division in 2020.

Once again about the separate division

The legislation mentions three types of separate divisions:

• branches;
• representative offices;
• others (separate stationary workplaces).

This follows from Art. 55 of the Civil Code of the Russian Federation and Art. 11 of the Tax Code of the Russian Federation.

Question: At what point should an order be issued to close a separate division if its employees have been transferred to the head office, but the lease agreement for the premises in which the separate division's production was located has not yet been terminated? View answer

Branches and representative offices differ in their functions. As the name suggests, the representative office represents and protects the legal interests of the parent company in any region. The objectives of the branch are broader: it not only represents interests, but can also carry out other functions of the company in the region where it is located, in whole or in part.

Such units must be located at an address different from the address of the parent structure, and also have stationary (permanent) jobs created for a period of more than a month. The concept of a workplace can be derived from Art. 209 Labor Code of the Russian Federation. This is the place where the employee must be or where he must arrive in connection with the performance of work duties; which is controlled by the employer.

How to fill out and submit an income tax return when closing a separate division ?

Separate divisions, if this is a branch or representative office, are indicated in the Unified State Register of Legal Entities. By order of 06/09/11 No. ММВ-7-6/ [email protected] the Federal Tax Service approved form No. С-09-3-2, which is used as a notification (message) when closing a separate division. Appendix No. 14 to the order provides a detailed procedure for filling it out.

On a note! Separate divisions, not being an independent legal unit, are deprived of their own property. They are endowed with assets belonging to the legal entity - the creator.

Deciding to close

It all starts with the parent organization deciding to close a separate division. If this is a branch or representative office, then a decision is required from the owners of the parent organization. In limited liability companies, a general meeting of participants should be held for this purpose. The LLC Law does not directly require this, but a meeting must be held when opening such units. Accordingly, when closing, it is better to take care of the collective decision of the company’s owners.

At least 2/3 of the founders must vote for the opening of a separate division. Again, regarding its elimination, there are no requirements for the number of voters. Therefore, a simple majority vote will be sufficient.

How to close an OP that is not a branch or representative office? For this, a decision from the owners is not needed. That is, in an LLC there is no need to hold a meeting of participants - the decision of the head of the main organization will be sufficient.

After the decision is made, a decree or order is issued to terminate the activities of the separate division. It should indicate the date on which it ceases to be valid, designate the persons responsible for closure, and distribute responsibilities between them.

Message to the tax office

The procedure for notifying the inspectorate of cessation of activity depends on the type of unit.

Branch or representative office:

1. We check whether the information is included in the charter. No - go to point 2, yes - we make changes to the constituent documents, fill out and submit form P13001 to update the Unified State Register of Legal Entities, do not forget to pay the fee if the documents are not submitted electronically through a personal account with an electronic signature.

Note! When an on-site tax audit is carried out or initiated against a taxpayer, the OP is not deregistered until its completion.

2. We fill out the message form S-09-3-2. You can send it via personal account, mail, TKS (operator) or hand it over in person.
3. After making a decision on liquidation (issuing an order), you must submit a message and make adjustments to the register within 3 days.

When an ordinary OP is liquidated, it is enough to issue an order and submit a message. The period is similar.

It is recommended that you submit all reports before completing the procedure. After liquidation, the transfer will become impossible; the tax authority will refuse to accept documents based on deregistration of the taxpayer.

Notifying employees about the closure of the OP

Before closing any partition, you need to fire workers. In accordance with Article 180 of the Labor Code of the Russian Federation, they must be informed about the upcoming dismissal at least 2 months in advance. Accordingly, the procedure must be planned taking into account these deadlines. However, closure does not always entail the dissolution of OP employees - they can be transferred to other divisions or the head office.

To notify employees of dismissal, a notice is drawn up, which each of them must read and sign.

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Dismissal of personnel

So, it is impossible to deregister a separate division in 2021 until all employees are fired.

Dismissal upon closure of an OP occurs according to certain rules. If it is located in the same locality as the main office, then employees should be offered a transfer to other departments. They can be fired only if there are no suitable vacancies. The basis for termination of the contract is reduction in accordance with paragraph 2 of part 1 of Article 81 of the Labor Code of the Russian Federation.

If the company does not have other OPs in the same city or town (village, village), then the contract with the employee is terminated on the basis of clause 1 of part 1 of Article 81 of the Labor Code of the Russian Federation, since the division is being liquidated.

Otherwise everything is as usual. Employees must be paid no later than their dismissal, and they must also be given properly executed personnel documents. If a reduction is made, they are additionally provided with guarantees in accordance with the Labor Code and the contract.

Instructions for filling out application C-09-3-2

The procedure for filling out the form is established by Order of the Federal Tax Service of Russia dated 06/09/2011 No. ММВ-7-6/ [email protected] If a company decides to liquidate several OPs at once, then you will have to fill out an application for deregistration of a separate division in 2021 for each one.

The structure of the form requires filling out two pages. This is the title page or sheet 1, which reveals the identifying information about the parent institution. The second sheet reflects information about the closure of a representative office, branch or separate division.

Message about the closure of the OP to the Federal Tax Service

Within 3 working days from the date of termination of activity, a message about the closure of a separate division is submitted to the Federal Tax Service (C-09-3-2). You must contact the tax authority at the location of the company's head office.

The first sheet of form S-09-3-2 indicates:

• main codes of the legal entity (head office) - TIN, KPP and OGRN;
• Federal Tax Service code at the location of the company;
• number of message pages. For each closed division – 2 pages.

On the second sheet of the message form you need to write:

• code of the reason for registration of a separate division that is being liquidated;
• name of the branch/representative office, if any;
• the address of this separate unit;
• date from the decision to terminate its activities.

Closing a separate division - step-by-step instructions

Deregistration of a separate division begins with the adoption of two basic decisions:

• on the liquidation of the OP;
• on the implementation of personnel changes and dismissals, the need for which arises in connection with the upcoming change in the structure of the enterprise.

In order for the closure of a separate division to be carried out within the framework of legal requirements, all hired personnel must be notified in advance of dismissal at the initiative of the employer. In standard situations, this is done 2 months before the expected date of termination of employment contracts, but in the case of seasonal employees, the notification period is reduced to 1 week, and persons employed under fixed-term contracts for a period of less than 2 months must be notified 3 days in advance. The dismissal procedure must be preceded by an offer to transfer to vacant positions in other OPs or at the head office (if there are vacancies). If there are no available jobs, workers are fired due to staff reduction (clause 2 of Article 81 of the Labor Code of the Russian Federation).

Closing a separate division - step-by-step instructions in 2019 consists of the following stages:

1. Making a decision by the founders on the need to review the structure of the enterprise and liquidate a specific OP, documenting the decision to close a separate division.
2. Issuance of an order to close the OP based on the decision of the founders.
3. Notifying hired personnel about dismissal at the initiative of the employer in accordance with the provisions of Art. 81 Labor Code of the Russian Federation. Sending a message about the upcoming release of personnel to the employment service. A written offer to employees to transfer to vacant positions (if such a possibility exists).
4. If information about the division is contained in the company's charter, adjustments are made to it.
5. Formation of a set of documents for submission to the fiscal authority to remove the unit from tax registration and register changes in the charter.
6. Preparation and submission of all types of reporting based on the results of the activities of the liquidated separate structure.
7. Dismissal of hired personnel, final settlement with employees.
8. Closing OP's current accounts.

Notification of personnel and offer of alternative positions to employees is carried out in writing with the obligatory affixing of signatures by employees confirming the fact of familiarization with the information. Each individual dismissed due to the liquidation of an OP will have to pay on the day of termination of the contract:

• salary for the past pay period;
• a full set of additional accruals due to the employee in accordance with local regulations on remuneration (compensations due to the presence of non-standard working conditions, bonuses, other remunerations);
• compensation for unused vacations;
• severance pay.

The deadline for closing a separate division is determined by the norms of the Tax Code. In paragraphs 3.1 clause 2 art. 23 of the Tax Code of the Russian Federation states that the enterprise must send a notification to the Federal Tax Service about the upcoming liquidation of the enterprise. The message about the closure of a separate division is drawn up according to the template of form No. S-09-3-2 (approved by order of the Federal Tax Service dated 06/09/2011 No. ММВ-7-6 / [email protected] ). You can read more about notice and closure orders in our articles.

The deadline for reporting the closure of a separate division is three business days from the date of the decision to close the branch/representative office or from the date of closure of another division. When conducting an on-site tax audit, the OP will be deregistered no earlier than it is completed (clause 5 of Article 84 of the Tax Code of the Russian Federation).

Amendments to the charter

This stage is intended only for those legal entities whose charter contains information about a branch or representative office. Closing a separate division reflected in the constituent document implies making changes to it. To do this, you need to prepare an application in form No. P13001.

In the form you need to fill out a cover page, which indicates the basic information for identifying the company. In addition, Appendix “K” is filled out. It consists of two sheets, but when closing the OP you only need to fill out the first one. The type of separate division being liquidated, its name and the reason why changes are being made to the constituent document are indicated here.

In addition, you need:

• prepare a new version of the charter or amendments to it - 2 copies;
• pay the state fee in the amount of 800 rubles and keep the original receipt.

Form P13001, the charter and the document on payment of the duty are submitted to the Federal Tax Service at the place of registration of the main company.

What reports must be submitted when closing a unit?

When closing a branch, you will have to conduct an inventory and, based on its results, put the property on the balance sheet of the parent organization or remove it from the balance sheet. Then the following are drawn up:

1. Tax return. According to Part 3 of Art. 346.23 of the Tax Code of the Russian Federation, this is done no later than the 25th day of the month following the one in which form C-09-3-2 was submitted. The declaration is submitted at the place of registration of the separate subdivision.
2. Forms 2-NDFL for each employee and other persons to whom the unit paid income for the period from the beginning of the year until liquidation (Part 2 of Article 230 of the Tax Code of the Russian Federation). Submission is made at the place of registration of the unit.
3. Reporting on insurance contributions to extra-budgetary funds. In this case, the organization has 15 days to pay the remaining unpaid amounts for insurance premiums.

If the department has its own current account, it must also be closed.

Changes in information in the Unified State Register of Legal Entities

How to close a separate division and register this change in the register of legal entities if it is not included in the charter? Everything is very simple. It is necessary to prepare an application in form P14001, in which the following is filled out:

• title page - indicates the main information about the organization;
• sheet “O” - indicates the type of unit being liquidated, its name and the reason for submitting the form.

Form P14001 is submitted to the registration tax office at the location of the organization's head office; there is no need to pay state duty.

Changes to the Unified State Register of Legal Entities in Moscow on a turnkey basis

Deregistration of a branch or representative office

When will the OP be closed? Deregistration occurs within the following periods:

• at the location of the branch or representative office - after the Unified State Register of Legal Entities receives information about the liquidation of this division;
• at the location of the OP - within 10 working days from the date of receipt by the Federal Tax Service of the notice of termination of activity.

So, we considered closing a separate division. It must be taken into account that the liquidation process takes time, mainly due to the need to dismiss employees. Otherwise, this procedure is quite simple and does not require a lot of time and financial costs.