Sample documents for opening separate divisions and answers to questions

General information about separate divisions

The Tax Code designates a separate subdivision (SU) as a structural unit of an organization with stationary workplaces, which operates in a territory different from the location of the main office (Article 11 of the Tax Code of the Russian Federation).

In this case, the term “workplace” is defined by Art. 209 Labor Code of the Russian Federation. This is a place prepared for the conduct of company activities for a period of more than 1 month, where an employee regularly comes in connection with his work. The concept is explained in detail in the letter of the Ministry of Taxes and Duties No. 09–3-02/1912 dated April 29, 2004.

Without knowing the law, an entrepreneur can open a separate division by accident, without even knowing it, and thereby incur sanctions from the tax service.

Features of a separate unit:

• activities outside the location of the legal entity - in this case, “location” is usually understood as the registration address of the main company and its permanent executive body (clause 2 of Article 54 of the Civil Code of the Russian Federation), which coincides with the actual address;
• the presence of an employee constantly working on the territory of the unit; an employment contract must be signed with him.

Location of a separate division - the territory in which the organization operates through the division

If an employee works under a GPC (civil law) agreement, the tax office has no reason to recognize that the organization has an OP. But the labor inspectorate may reveal that the clauses of the contract correspond to the labor contract and impose a fine on the company and management.

A division can be opened:

• in the same city as the main organization - is not registered for taxation if it operates in the territory under the jurisdiction of the same inspectorate as the main office;
• in another subject of the Russian Federation - registration with the tax office is required under clause 1 of Art. 83 Tax Code of the Russian Federation;
• outside the Russian Federation - in accordance with the legislation of the Russian Federation and the country where the unit is opened; no need to register with the Russian tax office.

Separate divisions of not only Russian but also foreign organizations can be created on the territory of Russia (Article 2 of the Civil Code of the Russian Federation).

Examples for understanding:

1. Alman LLC is registered in Volgograd and acquires an office in Pskov. The office is equipped with workspaces, but all of them are rented to employees of a third-party organization. In this case, the Pskov office is not a separate division.
2. Nika LLC is registered at the address: Ekaterinburg, st. Kuibysheva, 44 and opens a warehouse in the same city at a different address. At the warehouse, company representatives set up a workplace and hire a worker for security under an employment contract for a period of more than 1 month. The warehouse becomes a separate division of the company.
3. Lest LLC from Krasnodar acquires an office to open a branch in Moscow and hires a team of finishers under a service agreement. The office is not yet considered a separate division. But later, to guard the premises, the company hires a permanent employee under an employment contract. From this moment on, she has a division that requires registration.

A company division can be opened even on the street adjacent to the head office, and the number of OPs is not limited

A separate division can be recognized by the tax inspectorate regardless of whether appropriate changes have been made to the company’s constituent and organizational documents regarding its existence.

Do not confuse a separate division with a subsidiary or dependent company - the latter are independent legal entities that were established by the “parent” company and operate according to their own charters. A subsidiary company is recognized if the parent organization has the opportunity to make key decisions in its activities due to the presence of a large share in the authorized capital of the subsidiary or the corresponding agreement. A dependent company is one in which 20% of the voting shares of a joint-stock company or 20% of the authorized capital of an LLC belongs to another company.

Types of separate divisions

The legislation clearly distinguishes two types of separate divisions - a representative office and a branch, but does not limit them only to these types (Article 55 of the Civil Code of the Russian Federation, Article 11 of the Tax Code of the Russian Federation). Accordingly, you can open a division that is neither a branch nor a representative office.

It is necessary to separate these concepts when choosing a taxation system. Legislation (clause 3 of Article 346.13 of the Tax Code of the Russian Federation) prohibits organizations with branches and representative offices from using a simplified tax system. But the law does not apply to everyone who has an openly separate unit.

Representation

A representative office of an organization is a separate division located outside the location of a legal entity and organized to protect and represent its interests (Article 55 of the Civil Code of the Russian Federation).

The representative office can use the company brand in its work, but cannot conduct commercial activities on behalf of the legal entity

From the definition it becomes clear that the representative office only protects the interests of the organization, but does not perform its functions.

Factors that distinguish a representative office from an independent legal entity:

• concludes transactions on behalf of the parent company;
• delegates powers to the manager by virtue of a power of attorney drawn up by the general director of the company, but he himself has the right to transfer powers to another person on the basis and according to the rules of Art. 187 Civil Code of the Russian Federation;
• needs to be registered as part of a legal entity with the tax office at its location;
• is not liable for the company’s obligations;
• has the right to have a current account and property allocated by the company on a separate balance sheet;
• does not have the right of ownership to the property and finances of the legal entity, but only the right to dispose of them;
• has a record of the function of representation in the constituent documents of the organization (Article 5 of the Federal Law “On LLC”, Article 5 of the Federal Law “On JSC”).

Branch

A branch is a separate division of a company, located outside its location and conducting activities on its behalf, including performing the functions of a representative office (Article 55 of the Civil Code of the Russian Federation).

The branch carries out activities similar to those of the parent company, but in a different territory

Criteria that distinguish a branch from an independent legal entity:

• information about the division is included in the company’s charter and the unified register of legal entities;
• The head of the branch works by proxy;
• the parent company bears judicial and financial responsibility for its activities;
• a branch can accept funds and property of the parent organization on its balance sheet and have its own current account.

The main difference between a branch and a representative office is that it not only protects the interests of the company, but also conducts activities on its behalf. Judicial practice shows that in order to recognize a separate division as a branch or representative office, it must have not just one, but all of their characteristics prescribed in Art. 55 Civil Code of the Russian Federation.

Table: comparison of branch with representative office and division

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

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

Thus, when creating a separate division (that is not a branch or representative office), the LLC must:

• report this to your tax office using form No. S-09-3-1, approved by order of the Federal Tax Service of Russia dated 06/09/2011 No. ММВ-7-6/ [email protected] ;
• register with the tax authorities at the location of this unit, if it was created in a territory under the jurisdiction of a tax office other than the one in which the head office is registered.

The tax inspectorate at the place of registration of the head office, to which message No. S-09-3-1 was submitted, itself reports this fact to the Federal Tax Service at the location of the created separate division (Article 83(4) of the Tax Code of the Russian Federation), that is, from the LLC you do not need to register yourself.

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

If the address of a separate division changes, it does not need to be closed and re-opened (such an obligation existed until September 2010), but only to submit a message in form No. S-09-3-1 to the tax office at the place of registration of the division indicating the new address.

Sequence of actions for opening a subdivision

To register a division that does not have the characteristics of a branch or representative office, it is enough to submit a report to the tax office at the place of registration of the parent company. The message is drawn up in form No. S-09–3-1. The inspectorate itself transmits data about the unit to the territorial authority at its location.

On the first page of the message about the creation of a unit, you must indicate information about the main organization and its founder

The form for reporting the creation of an OP is unified. It is filled out on two sheets and contains data about the parent organization and the new division.

On the second sheet of the message about the creation of a subdivision, you must indicate information about the subdivision - name, address and date of creation

To register a branch, you need to collect a set of documents and fill out an application for the tax office. The algorithm of actions is given using the example of opening a branch of an LLC:

• develop regulations on the branch;
• organize a meeting of LLC founders;
• at the meeting, approve the developed regulations and formalize the decision to create a unit;
• collect a package of documents for making changes to the Unified State Register of Legal Entities;
• fill out application form P13002;
• appoint a branch director;
• provide the unit with finances and property.

Approval of the regulations on the branch

Before gathering the founders to decide on creating a new division of the company, develop regulations on the branch. Include in the document information about:

• name and address of the branch;
• tasks and functions of the unit;
• territories where it is planned to operate;
• types of activities of the branch;
• composition and powers of management;
• the procedure for document management and reporting;
• list of transferred property.

Other information may be included in the branch regulations at the discretion of management.

The regulations on the branch must be approved by the general director of the company and certified with a seal

Decision of the meeting of LLC participants on the creation of a branch

The decision to create an LLC division is approved by voting at a meeting of founders, just like the regulations on the branch. At the end of the event, draw up a protocol that all participants must sign. Be sure to include:

• date and time of the meeting;
• composition of the founders with a listing of full names and passport data;
• information about the chairman and secretary of the meeting;
• agenda, list of issues discussed;
• voting results for each issue and a list of decisions made.

If the LLC has one founder, instead of a protocol, it is enough to formalize and sign the decision of the sole founder to create a branch.

At the meeting, agree on the format of the branch’s work and make appropriate adjustments to the charter and constituent documents of the company (for now in draft format, without fundamental changes). In the charter, indicate information about the location of the future unit .

Since September 2014, meeting minutes require notarization. The following situations are exceptions:

• technical means were used at the meeting to confirm the accuracy of the decision (for example, video recording);
• in the charter of the LLC there is an entry that “the adoption of decisions by the general meeting of the founders of the company and the composition of the participants in the meeting are confirmed by the signatures of the chairman and secretary of the meeting”;
• An entry was made into the minutes of the meeting about how the method of authenticating the document was determined, and a vote was also taken on this item.

Based on the results of the meeting of the founders of the LLC, a protocol is drawn up, which must be officially certified

Methods for submitting documents and deadlines for registering an EP

After completing the internal documents of the company, prepare everything necessary for registration with the tax office. You will need:

• decision of the meeting of founders to open a branch;
• updated charter - two copies;
• application P13002, signed by a notary;
• receipt of payment of state duty.

To certify form P13002 with a notary you will need:

• regulations on the branch;
• OGRN and TIN of the company;
• minutes of the meeting on the creation of the LLC;
• amended charter - two copies;
• power of attorney for the head of the department;
• an extract from the Unified State Register of Legal Entities, issued maximum one month before applying to the tax office.

The state duty is charged not for opening a branch, but for making changes to the constituent documents of an LLC and amounts to 800 rubles. The receipt can be generated online and printed on the Federal Tax Service website. For this:

1. Go to the tax portal
2. Click "Generate Receipt".

   On the tax inspection portal you can generate a receipt for payment of any state duties related to the activities of a legal entity

3. Select the type of state duty - “For registration of changes made to the constituent documents of a legal entity.”
4. Enter the TIN, full name and address of the payer, as well as the legal address of the company.
5. Check the details and click "Pay".
6. Oh and click “Generate payment document”.
7. Save and print your receipt.

Since 2010, according to Federal Law No. 229, an application and accompanying documents can be submitted to the tax office at the place of registration of the parent company. The inspectorate will transmit information about changes in the Unified State Register of Legal Entities to employees of the territorial body at the location of the branch (clause 3 of Article 83 of the Tax Code of the Russian Federation). The deadline for applying to the inspectorate is one month from the date of creation of the unit. Registration is carried out within 5 days from the date of filing the application, after which the representative of the LLC only needs to receive the corresponding notification.

You will also need to notify the Pension Fund and the Social Insurance Fund about the creation of a branch. A month is given for this from the moment the unit opens.

Filling out application P13002

Form P13002 is an application for the inclusion of changes in the constituent documents of a legal entity. There are 6 sheets in total:

• title page with information about the legal entity;
• sheet A, pages 1,2 - sheets with information about the branch/representative office;
• sheet B, pp. 1,2 - information about the applicant;
• sheet B, page 3 - with the signatures of an authorized representative and a notary.

To make changes, you need to fill out all sheets of the application, except page 2 of sheet A, and have it notarized. You can enter data manually in black ink, electronically, or using a document preparation program. The latter option is preferable, as it reduces the risk of making a mistake in design.

Photo gallery: form P13002

Enter the INN, OGRN and name of the organization

Provide all information about the branch, including address and name

Skip the page if you do not make changes about existing branches

Provide information about the applicant and management organization

Fill in additional information about the applicant

Enter your full name, indicate how you will receive a response and sign

Allotment of property to a branch

The LLC branch receives property from the parent organization. The transfer is not formalized by an agreement, since it remains the property of one legal entity - it is reflected only in the balance sheets.

To formalize the transfer of property, open a subaccount 79–1 with the name “Calculations for allocated property” at the parent organization and branch. The head office accountant will need to record the transfer as follows: "Debit 79-1 - Credit 01 - Written off the original cost of the property transferred." The branch's accounting department capitalizes what was received: “Debit 01 - Credit 79–1 - Property from the head office was capitalized.”

Do the same with any property and funds transferred between departments.

Appointment of a branch director

To appoint a manager, there is no need to gather the founders - it is enough to issue an order from the general director of the LLC. Include:

• Full name and position of the manager;
• passport details;
• information about the manager provided for by the company’s internal documents;
• salary information.

Develop a job description for the manager and give it to him for signature. Form a power of attorney giving the right to work on behalf of your company.

Video: how to register a unit

We submit a message about the creation of a separate division

Your organization opens a separate division. You have already decided for sure that you will have just a division, and not a branch or representative office. You also know the date of its creation. Do I need to submit a notification about the creation of a separate division?

Should I register it at its location? What documents, when and where to submit? How to fill out a notification correctly so that you don’t have to redo it? Now we will look at everything in detail.

Notice of the creation of a separate division

So, the first thing we have to do is notify the tax office at the location of the organization. This obligation is established by clause 3, clause 2, article 23 of the Tax Code.

The notice period is one month from the date of creation of a separate division. Let's immediately see what threatens you if the deadline is missed (Article 116, Article 117 of the Tax Code, Article 15.3 of the Administrative Code).

The fines are quite significant, so it is very important not to miss the deadlines.

Sample message filling

Form No. S-09-3-1 of the message was approved by order of the Federal Tax Service dated 06/09/2011. No. ММВ-7-6/ [email protected] (Appendix 3). You can download the form in pdf format using this link, or search for it yourself in one of the ATPs. Let's use a practical example to analyze the filling step by step.

Filling out the title page is very simple and usually does not raise any questions. At the top you will write the INN and KPP of the parent organization, then the code of the tax authority where the parent organization is registered, the name of the organization in full (without abbreviations), OGRN.

Next, you need to indicate the number of separate divisions that you are creating. This is due to the fact that several units can be registered with one message at once. In this case, there will be as many second sheets as there are sections to be registered - each with its own sheet. The title is common to everyone.

In our example, there will be one new division, so the message is submitted on 2 sheets, we will indicate this.

Informs – select 1 – about creation.

The reliability of the data is usually confirmed by the director, so we put the number 3 in the field, and then write his full name. For it we write the Taxpayer Identification Number (if received), the organization’s phone number and e-mail if available.

After filling out the message, you will need to put the signature of the manager and the date of completion on the title page.

Now we move on to filling out the second page, immediately writing its number - 0002. We are submitting a message about the creation of a separate division, so we do not write anything in the Notifies field. The checkpoint field is also filled in only when changes are made, so we don’t write it (it doesn’t exist yet).

Name (if available) – it can be anything. For example, if you have each store its own name, for example, the “Dream” store, the “Rainbow” store, the “Romashka” store, or offices by numbers - office No. 1, office No. 2, then write these names. They must comply with your internal documents (orders, regulations).

Then indicate the address of the separate division and the date of its registration. The authenticity and completeness of the information is confirmed by the signature of the manager.

The data after the dash line is filled in by a tax official.

You send the received message via electronic communication channels or in paper form during a personal visit to the tax office. If you use 1C: Accounting, then the message form is in Reports, in the Notifications, messages and statements group.

Registration of a separate division of a legal entity with the Federal Tax Service

Within 5 working days from the date of receipt of the message, the tax inspectorate registers the organization at the location of the separate division and issues a notification about this (clause 6 of Article 6.1, clause 2 of Article 84 of the Tax Code).

Let me emphasize once again that you submit the message about the creation of a separate unit at the location of the “head” . Whether to do anything further depends on where your “isolation” is located.

Let's consider several options:

1. The parent organization and a separate division in one tax office . In this case, the “isolation” is not separately registered (clause 4 of Article 83 of the Tax Code). Those. you sent a message to the place of the “head” and that’s it.
2. The parent organization and the separate division are located in different municipalities . In this case, the tax inspectorate at the location of the “head” independently forwards the information to the tax office at the location of the “separate”, and it registers it within 5 working days. A separate application for registration at the location of the “isolation” has not been submitted since 2008.
3. The parent organization and a separate division are in the same municipality, but belong to different inspectorates . By default, the “isolation” will be registered with the tax office to which it belongs territorially. However, the organization has the right to choose which tax “exclusion” it will apply to, and it is worth using it.

So, if an organization opens several separate units (or there is a “head” and a “separate unit” opens) in one municipality (or in Moscow, St. Petersburg), subordinate to different tax inspectorates, then they can be registered with one tax office (clause 4 Article 83 Tax Code).

In this case, along with the message, a notification about the choice of inspection is submitted in form No. 1-6-Accounting , approved by order of the Federal Tax Service dated August 11, 2011 No. YAK-7-6 / [email protected] This document is also submitted to the “head” tax office, which will forward the information to the tax office that you have chosen for registration (if it is different from the tax parent organization).

Let's briefly look at an example of filling out form No. 1-6-Accounting (you can download it from this link in pdf format). Filling it out is very similar to announcing the creation of a unit. But here we indicate in the “Informs about the choice of tax authority” field the tax office number where we want to register the separate division.

If we register several divisions, then we will have several second sheets. We indicate the segregation checkpoint if it has already been assigned.

Message to the territorial bodies of the Pension Fund and the Social Insurance Fund

From January 1, 2015, report the creation of a separate division to the authorities monitoring the payment of insurance premiums , i.e. There is no need to go to the territorial branches of the Pension Fund and the Social Insurance Fund at the location of the parent organization . Clause 3 of Article 28 of Law No. 212-FZ has been cancelled. And this cannot but rejoice, since there was no approved form for such a message, and besides, it was necessary to collect an additional package of documents.

Let me remind you that until 2015, the creation of separate divisions also had to be reported within 1 month. Also, despite popular belief, the fulfillment of the obligation to report was not made dependent on the “isolation” having its own balance sheet, current account and calculation of payments to employees (letter of the Ministry of Health and Social Development dated 09.09.2010 No. 2891-19).

However, you will still have to register at the location of the separate division (1 month), if the separate division will pay salaries and have its own balance sheet and current account. All conditions must be met simultaneously .

A package of documents required for registration with the territorial bodies of the Pension Fund of the Russian Federation and the Social Insurance Fund at the place of “segregation”:

• registration application;
• a copy of the document (order) with information on the allocation of a separate balance and the calculation of payments and other remuneration in favor of individuals by a separate division;
• a certificate from a credit institution confirming the opening of a current account by a separate division.

These are mandatory documents, and the specific list must be obtained in advance from your territorial branch of the Pension Fund of the Russian Federation and the Social Insurance Fund.

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1. Cash desk of a separate division - limit and cash book

Receiving a response from the tax authority

The tax office has 5 working days from the date of filing the application to make a decision on registering the unit.

Organizations are given the right to choose the tax office to which they can apply. That is, regardless of whether the company reports the opening to the Federal Tax Service at the place of registration of the head office or branch, the division must be registered (Letter of the Ministry of Finance No. 03–02–07/1 68 dated 02/18/2010).

The tax office can reject an application only on formal grounds: it is filled out incorrectly, there is no notary signature, an incomplete package of documents has been submitted, etc. To register, it is enough to make adjustments to the documents and submit them again to the Federal Tax Service.

Economic activities of a separate division

Information about branches and representative offices is in the extract from the Unified State Register of Legal Entities and in the charter, but divisions that are neither one nor the other may not be there. In this case, an outsider can only find out information about the existence of divisions in an unofficial way - for example, by asking management.

TIN is not assigned to any type of unit, but KPP and OKTMO are assigned to all, regardless of the availability of an application for assignment of a number. OKTMO is the territorial code of the municipality where the unit operates, and KPP is the code for the reason for registration. Also, a branch or representative office may have separate details of a current account registered in the name of the main company.

A separate division pays taxes for its activities independently and at its location, but on behalf of a legal entity (Article 19 of the Tax Code of the Russian Federation). So it fulfills the duties of a legal entity to pay taxes in the area where it operates. Divisions do not pay income taxes, since the amounts are formed based on the results of reporting periods for the company as a whole. Reporting 2-NDFL and 6-NDFL can be submitted to the tax office where the branch is registered, or to the same inspectorate as the reporting of the main company.

Responsibility for non-payment of taxes by a division lies with a legal entity, unless deliberate concealment of income by the head of the division is proven.

Video: accounting of departments in the 1C program

What documents are needed to register a separate division

The opening of a separate division with the status of a branch or representative office is recorded by the following internal documents:

1. The decision of the founders of the company to open a corporate branch or representative office and the Order created on its basis;
2. A signed lease or purchase agreement for a separate area;
3. Order on the appointment of the head of the branch (representative office);
4. A power of attorney issued in the name of the director of a separate division;
5. Regulations on the unit, specifying the location, opening a current account, calculating salaries for personnel and other important points.

An order to create a separate division is the basis for amending the constituent documents. In this case, the charter and constituent agreement are either rewritten in a new edition or supplemented with a separate document.

After completing the initial package of documentation, the next stage begins: submitting an application to the Federal Tax Service.

At the same time, applications are prepared in forms P13001 and P13002, which indicate changes made to the constituent documents in the form of opening branches or representative offices. The following copies are attached:

• a new edition of the company’s charter or an additional document to the charter;
• regulations on the branch (representative office);
• certificates of state company registration;
• orders on the appointment of heads of departments;
• a receipt or payment order confirming payment of the state duty.

You will also need the latest extract from the Unified State Register of Legal Entities of the parent company.

Registration of a branch or representative office occurs on the basis of amendments to the Unified State Register of Legal Entities.

A division may have a separate current account, its own seal and be allocated to an independent balance sheet. If a division is vested with the authority to calculate wages, and this is stated in the Regulations on a branch or representative office, then there is no need to register it separately with the Pension Fund of Russia and the Social Insurance Fund: the Federal Tax Service authorities will independently notify them of this.

Closing a separate division

The procedure for closing a unit is as simple as possible. Algorithm of actions:

1. Approve the decision to liquidate the division (for branches and representative offices).
2. Deregister the division with the tax office by submitting a message in Form No. S-09–3-2. The period for deregistration with the Federal Tax Service is no more than 10 days.
3. Make changes to the Unified State Register of Legal Entities (similar to the opening procedure).
4. Deregister the division from the funds by receiving a notice of liquidation from the tax office.
5. Fire employees.
6. Terminate the rental agreement for the premises (if necessary).

Before dismissal, branch employees must be notified of the upcoming layoff and paid the due amounts. Additionally, an inventory of the property should be carried out and transferred back to the balance sheet of the parent company.