When is it necessary to register a separate division? Registration of a separate division

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

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

Such divisions are not indicated in the constituent documents, and their emergence is not associated with the publication of any administrative acts by the management bodies of the legal entity, but solely with the organization’s ongoing economic activities and the creation of stationary jobs outside the location of the organization itself (Article 11 of the Tax Code of the Russian Federation). The initiative to equip workplaces, the creation of which leads to the emergence of a separate division, may belong to both the head of the organization and another person with the appropriate authority.

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

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

When is a separate division considered created?

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

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

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

The Tax Code does not define territorial isolation. In our opinion, a division will be considered territorially separate if its location address differs from the address of the parent organization indicated in the constituent documents.

Let us recall that the location of a separate division of an organization is the place where this organization carries out its activities through its separate division (Clause 2 of Article 11 of the Tax Code of the Russian Federation).

Consequently, a separate division will be considered open from the day the workplaces are installed at an address different from the address of the organization’s location.

A notification about the creation of a separate division can be submitted to the tax authority in person or through a representative, sent by registered mail or transmitted electronically via telecommunication channels.

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

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

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

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

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

An organization has the right to register its separate divisions located in territories under the jurisdiction of different tax authorities in one of the territorial tax inspectorates, determined by the company independently, and register the cash register equipment used by these separate divisions in this inspection (Letter of the Federal Tax Service of the Russian Federation for Moscow dated March 25, 2011 N 17-15/028482).

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

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

In the territory subordinate to the tax authority, in which the organization is already registered at its location (letter of the Federal Tax Service dated February 27, 2014 N SA-4-14/3404)
On the territory of one municipal entity subordinate to the tax authority, in which the organization is already registered at the location of another separate division
On the territory of one municipal entity, federal city of Moscow or St. Petersburg, subordinate to different tax authorities, in one of which the organization is already registered at the location of another separate division. In the latter case, the organization can choose a tax authority for registration. In this regard, registration with one territorial tax authority of separate divisions located on the territory of various municipalities of Moscow, falling under the jurisdiction of various tax inspectorates of Moscow, is legitimate

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

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

Changing the address of a separate division

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

If the location of a separate division changes, deregistration is carried out by the tax authority with which the organization was registered within five days from the date of receipt of the message.

Registration of an organization with the tax authority at the new location of the separate division is carried out on the basis of documents received from the tax authority at the previous location of the separate division.

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

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

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

Passport of the person submitting the documents
Power of attorney if the documents are not submitted by the general director of the company
Application on form S-09-3-1

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

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

Documents confirming the creation of a separate division may be submitted:

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

So, for separate divisions (if it is not a branch or representative office), you need to submit a message to your inspectorate in form N S-09-3-1, and then the Federal Tax Service itself will transmit the information to the territorial tax office at the location of the separate division, and it will put it on accounting is a division.

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

The message is submitted to the tax authority in form N S-09-3-1, approved by order of the Federal Tax Service of Russia dated 06/09/2011 N ММВ-7-6/362@ - clause 7 of article 23 of the Tax Code of the Russian Federation.

If an organization has created a separate subdivision on the territory of the municipality in which the organization itself is located, then there is no need to re-register (clause 1 of Article 83 of the Tax Code of the Russian Federation). In this case, it is necessary to submit a message about the opening of a separate division in the manner prescribed by subparagraph 3 of paragraph 2 of Article 23 of the Tax Code of the Russian Federation.

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

To do this, the organization must inform in writing which tax authority it has chosen for registration at the location of the separate division. Moreover, you need to inform the tax authority that the organization has chosen for registration. This can be done using the recommended message form N 1-6-Accounting developed by the Federal Tax Service of Russia, submitting it together with form S-09-3-1 (Order of the Federal Tax Service of Russia dated 06/09/2011 N ММВ-7-6/362@ (as amended Order of the Federal Tax Service of November 21, 2011 N ММВ-7-6/790@)).

A notification about the creation of a separate unit is sent to its own inspectorate for each unit.

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

Question

The organization plans to open a separate division. In what form must a notification about the creation of a separate division be submitted to the tax authority? Is form N S-09-3-1, approved by Order of the Federal Tax Service of Russia dated 06/09/2011 N ММВ-7-6/362@, applicable in this case?

A notification about the creation of a separate division (with the exception of a branch and representative office) is submitted to the tax authority at the location of the organization in form N S-09-3-1, approved by Order of the Federal Tax Service of Russia dated 06/09/2011 N ММВ-7-6/362@ "On approval of the forms and formats of messages provided for in paragraphs 2 and 3 of Article 23 of the Tax Code of the Russian Federation, as well as the procedure for filling out message forms and the procedure for submitting messages in electronic form via telecommunication channels" (registered by the Ministry of Justice on July 11, 2011, registration number 21307; "Rossiyskaya Gazeta" , 2011, N 155).

To register a branch or representative office with the Federal Tax Service at the location of the organization or with the regional inspectorate, you must submit the following documents

Notification of amendments to the constituent documents in the form P13002 (Appendix No. 5 to the order of the Federal Tax Service of Russia dated January 25, 2012 No. ММВ-7-6/25@). Information about the created branch (representative office) should be reflected in sheet A of the notification.
Decision to amend the constituent documents
List of amendments to the Charter or the new edition of the charter - in two copies
Receipt for payment of state duty in the amount of 800 rubles

You have three working days from the date of amendments to the constituent documents to submit the papers to the Federal Tax Service.

Inspectors will register the branch within 5 working days from the date of submission of the Notification. At the same time, the Federal Tax Service will make an entry about registration in the Unified State Register of Legal Entities and send a written notification about this. Then you can go to the Federal Tax Service at the location of the branch and receive a notification that it has been registered for tax purposes.

OP's cash register

Decree of the Government of the Russian Federation dated July 23, 2007 N 470 approved the Regulations on the registration and application of cash register devices used by organizations and individual entrepreneurs. It determines the requirements for cash register devices used by organizations and individual entrepreneurs, the procedure and conditions for its registration and use when making cash payments and (or) payments using payment cards in cases of selling goods, performing work or providing services in the territory of the Russian Federation.

According to clause 15 of the Regulations, as well as Order of the Ministry of Finance of Russia dated March 10, 2009 N 19n “On approval of the Administrative Regulations for the execution by the Federal Tax Service of the state function of registering in the prescribed manner cash registers used by organizations and individual entrepreneurs in accordance with the legislation of the Russian Federation,” the organization submits to the tax authority for registration of cash registers at the place of registration of the organization (location of the OP of the organization, place of residence of the individual entrepreneur) a certain set of documents (clause 27 of the Administrative Regulations).

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

Types of services from AAA-Investments LLC

Registration of companies (LLC/IP; PJSC/JSC)
Registration of non-profit organizations
Registering changes
Purchase and sale of shares
Changes to the Criminal Code
Changes in the types of activities of the company (OKVED)
Bringing the charter into compliance with Federal Law No. 312-FZ
Change of name, legal address
Liquidation and reorganization of LLC/PJSC/JSC (CJSC)
Termination of activities as an individual entrepreneur
Other services
Entry into the register of small businesses in Moscow

We are glad to see you among our Clients!

An expert from the GARANT Legal Consulting Service talks about which government bodies and within what time frame need to be notified when creating a separate division of an organization. Dmitry Gusikhin.

The legislation does not prohibit legal entities from creating separate divisions that are not branches or representative offices in the sense. However, the procedure for creating such separate units is not regulated by law.

Information about these divisions is not included in the constituent documents (please note that from September 1, 2014, information about representative offices and branches must be indicated in the Unified State Register of Legal Entities in accordance with the changes made). The emergence of a separate division is not associated with the issuance of any administrative acts by the governing bodies of a legal entity (the corresponding procedure may be determined by the internal documents of the organization, but its non-compliance does not in any way affect the obligations of the institution arising in connection with the creation of jobs outside its location), but exclusively with the organization’s implementation of current economic activities and the creation of stationary jobs outside the location of the organization itself ().

Thus, the emergence of a separate division of the organization of the Tax Code of the Russian Federation is associated with the simultaneous fulfillment of the following conditions:

territorial isolation;
the presence of stationary workplaces created for a period of more than one month and equipped outside the place of state registration (location) of the organization;
conducting activities through this division;
exercise by the employer of control of the workplace.

FORM

Since February 1, 2008, when it came into force, organizations are not required to submit an application for tax registration at the location of a separate division. Such registration is now carried out by the tax authority itself on the basis of information provided by the taxpayer in accordance with within five days from the date of receipt of this information (,). Thus, within a month from the moment of creation of a separate division, the organization is obliged to send a message about its creation to the tax authority at its location. Failure to fulfill this obligation is grounds for bringing the organization to tax liability in the form of a fine in the amount of 200 rubles. for each unsubmitted document (see, for example,), and its officials - to administrative liability in the form of an administrative fine in the amount of 300 to 500 rubles. ().

It should also be taken into account that the organization is obliged to notify in writing within one month about the creation of a separate division and to the authorities monitoring the payment of insurance premiums at its location (Clause 2, Part 3, Article 28 of the Federal Law of July 24, 2009 No. 212-FZ "", hereinafter referred to as Law No. 212-FZ).

As follows from , the organization’s fulfillment of the obligation to notify about the creation of a separate division does not depend on the presence of this separate division with a separate balance sheet, current account, as well as the accrual of payments and other remuneration in favor of individuals.

Based on this, the bodies exercising control over the payment of insurance premiums are:

The Pension Fund of the Russian Federation and its territorial bodies in relation to insurance premiums for compulsory pension insurance paid to the Pension Fund and insurance premiums for compulsory health insurance paid to the FFOMS;
FSS of Russia and its territorial bodies in relation to insurance contributions for compulsory social insurance in case of temporary disability and in connection with maternity paid to the FSS of Russia.

Currently, the form of notification of the creation of a separate division, submitted to the body for control over the payment of insurance premiums at the location of the organization, has not been approved, so the organization can notify funds about the created separate division in any form.

It happens that a newly formed LLC does not have its own or rented office. In this case, it is listed only by its legal address. For example, at the address of the head or founder of the organization. As long as the activity has not yet begun, and correspondence, including from official authorities, arrives on time, this is not a problem. However, when an LLC begins to operate, a physical location becomes necessary.

Is LLC registration required? Only our specialists guarantee saving time and money when creating a new LLC.

In some cases, the nature of the organization’s work allows it to conduct business remotely, right from home, but when it comes to shops, warehouses and office premises, the activity of the enterprise begins to imply work at the address. This situation implies the need to open a separate division.

Or another situation. You need to expand your business beyond your hometown. Whatever activity we are talking about, you will need to legally register a new place.

There are several options for this design. You can register a branch, representative office or a separate division. This article will focus on the latter.

Separate division: implies the presence of at least one “stationary” workplace. A workplace means concluding an employment contract with an employee for at least one month. The work must be controlled by the employer, and the employee himself must be at his workplace, in accordance with his official duties. (Basis: Article 209 of the Labor Code)

Consequently, a warehouse without a permanent employee located there is not considered a separate unit. Likewise, the following are not considered a separate division: payment terminals, ATMs, and the like.

Hired employees with whom collaboration is carried out remotely are also not considered “stationary”. Consequently, in order to conclude agreements with them, there is no need to register a separate division at all.

Important! If you are an individual entrepreneur, you should not register separate divisions. According to the law, individual entrepreneurs have the right to conduct their activities anywhere in the country, without being tied to the place of registration. If an entrepreneur works under UTII or using a patent, he must register with the tax service at the place of business activity.

How to open a separate division for an LLC that is suitable for the simplified tax system

According to Article 346.12 of the Tax Code of the Russian Federation, the preferential simplified taxation system cannot be applied to organizations that have registered branches and representative offices. Here a logical question arises: how should a separate enterprise be registered so that it retains the right to the simplified tax system?

Here's what the Tax, Labor and Civil Codes say:

According to Art. 11, NK, A separate division of an organization is any division territorially isolated from this organization in which stationary workplaces are equipped.
According to Art. 55, Civil Code Separate enterprises are characterized as separate divisions, in the form of representative offices and branches.
(It turns out that according to the Civil Code, it is not clear what types, other than representative offices and branches, may have separate divisions.)
According to Art. 40, Labor Code Collective agreements can be concluded in the organization as a whole, in branches, representative offices and other separate structures.

Considering all of the above, the conclusion suggests itself that a clear definition of a separate enterprise simply does not exist. It turns out that when registering, the main task will be to avoid what is typical for branches and representative offices.

The legislation stipulates the following characteristics of branches and representative offices:

A representative office is a separate division of a legal entity located outside its location. It represents the interests and protects the legal entity
A branch is a separate division of a legal entity located outside its location. The branch carries out all or part of the functions, including the functions of representative office.
Representative offices and branches are not legal entities; their data must be registered in the Unified State Register of Legal Entities and in the organization’s charter.

Such details are necessary, because if this issue is not understood, the manager, without realizing it, may register a separate division as a branch or representative office, which will deprive him of the ability to carry out the organization’s activities under the simplified tax system.

An organization can be classified as operating under the OSN from the moment of creation (beginning of the quarter) of a separate division that has the characteristic features of a branch or representative office. And according to the OSN, the organization will be obliged to charge all general regime tax fees.

Features of opening branches and representative offices of LLC

Taking into account all of the above, it is reasonable to know what features distinguish a branch and a representative office.

The charter of the LLC stipulates the actual creation of a branch or representative office. (In itself, the ability to create a branch or representative office, which can also be stated in the charter, does not affect the taxation system)
The parent organization has approved regulations on branches and representative offices.
Branches and representative offices have an appointed manager who acts by proxy.
Internal regulatory documentation has been developed to regulate the activities of the branch or representative office.
Both branches and representative offices act in the interests of the parent organization before third parties, in courts and other authorities.

We conclude: that in order to have the right to the simplified tax system, you need to ensure that the separate division being created does not have the above characteristics of a branch or representative office. Also, in the Regulations on separate divisions, it should be indicated that it is not a branch or representative office, and does not have such characteristics, and does not engage in economic activities independently. A separate division is managed by the head of the LLC, and no director is appointed.

Registration of separate divisions of LLC with the tax office

In Art. 83.1 of the Tax Code of the Russian Federation, the Organization must register at the location of its separate divisions. In addition, it is necessary to report to the tax authority about each new separate division within a month and about changes in these divisions within 3 working days. (Article 23.3 of the Tax Code of the Russian Federation)

Therefore, when registering separate divisions of an LLC, it is necessary to:

Notify the tax authority where the parent organization is registered (Form No. S-09-3-1);
Register with the tax office at the address of the unit being opened, if the address of the tax office differs from the one at which the parent organization is registered.

In the case when several separate divisions are registered at once, located on the territory of one municipality, but in the territories of different tax inspectorates, it is possible to register all divisions on the territory of the tax inspectorate of one of them. For example, several tax services operate in one city, and an organization in this city plans to open four stores that are located on the territory of different tax authorities. In this case, all four stores can be registered as separate divisions in one tax service.

If the location of a separate subdivision changes, you should report this indicating the new address in the NI (Form No. S-09-3-1) at the place of registration of the subdivision.

Registration of separate divisions of LLC

It is necessary to register a separate division in the funds at the location if it will maintain a separate balance sheet, open a current account and plan to accrue payments to employees. Registration must be completed within 30 days.

The following documents must be submitted to the Pension Fund:

Certificate of tax registration;
Notification of registration of LLC on the territory of the Pension Fund of Russia;
A package of documents confirming the opening of a separate division, as well as a current account and balance sheet maintenance.
registration application (original)

To register with the Social Insurance Fund, you must provide copies (notarized) of the following documents:

Certificate of tax registration;
GRUL certificate;
An order to open a separate division, documents confirming the existence of a current account and the opening of a balance sheet;
Letter from Rosstat state statistics;
Notification of tax registration;
The only original is the registration statement;

It is noteworthy that the simplified tax and insurance premium for employees of a separate division are paid at the place of registration of the head office, and personal income tax for these employees is withheld at the place of registration of the separate division.

Responsibility for violations when opening a separate division

The following violations of the deadline for registration of separate divisions entail penalties:

The deadline for submitting a notice of tax registration was violated - 10,000 rubles. (Article 116 of the NKRF);
The separate division operates, but is not registered - fines will amount to 10% of income for the period of activity without registration, plus 40,000 rubles. (Article 116 of the NKRF);
Registration deadlines with the Pension Fund were violated - 5000 rubles. and 10,000 rub. (if the registration delay continues for more than 90 calendar days); (Article 27 No. 167-FZ dated December 15, 2001);
Similar fines are provided for violations of the deadlines for registration with the Social Insurance Fund of 5,000 rubles. and 10,000 rub. accordingly (Article 19 No. 125-FZ of July 24, 1998).

Procedure for opening a separate division

Make sure that you are registering a separate division, and not a branch or representative office. (Different registration algorithm)
Check whether the workplaces are stationary (created for a period of more than a month, workers are present there according to the work schedule).
Within 30 calendar days, inform the tax authority of the parent enterprise about the registration of a separate division (Form No. S-09-3-1)
Within 30 calendar days, register with the FPR and the Social Insurance Fund, if the separate division has its own current account and maintains a balance sheet.
All changes (address, name) must be reported within 3 days to the Tax Service in the territory of registration of the separate division (form No. S-09-3-1)

Let's summarize. More often than not, registering a branch or representative office may not be justified at all. It is much easier and faster to register a separate division by organizing a stationary workplace.

The necessary documents are quite simple to collect, and the registration process itself takes place at the local tax service (at the place of registration of the head office).

The entire registration process can take only a week.

Every modern company that needs to expand the scope of its activities has the right in the Russian Federation to open various separate divisions, represented by representative offices or branches. They are assigned a specific individual address. They are endowed with a specific legal status indicated in the name. They are provided with various rights and obligations listed in Art. 55 Civil Code. But at the same time, the owners of the organization must have a good understanding of how the registration of separate divisions is carried out. The procedure involves the transfer of numerous documents to the Federal Tax Service and other government funds and organizations.

Division concept

It is represented by a representative office or branch of the main company, which needs to expand the territorial scope of its activities. To open such a unit, the following conditions must be met:

the branch must be geographically distant from the main company;
It is possible to equip workplaces with the necessary equipment for specialists to perform their job duties.

Registration of a separate division does not imply the opening of a new independent company, therefore it is not assigned the status of a legal entity. Such a branch does not have any legal independence. All goals, nuances and tasks of the work are developed exclusively by the parent organization. The company itself handles accounting and tax accounting for all representative offices.

Legislative regulation

The process of opening different divisions is strictly regulated by various legislative acts. These include:

Art. 11 of the Tax Code contains the basic definitions of such a production structure, and also describes the characteristics that it must have;
Art. 19 of the Tax Code states that branches of any organization must pay taxes based on the results of their activities;
Art. 288 of the Tax Code indicates that work must be carried out at the registration address;
Art. 23 and art. 53 Tax Codes describe the rules for registering a unit, and also provide the responsibility applicable to the company’s management when serious violations are detected;
Art. 55 of the Civil Code determines the difference between a branch and a representative office;
Federal Law No. 129 contains information on how companies should register their divisions correctly, and also lists government organizations that must be notified about this.

If any of the above legislation is violated, the company will be held liable.

What do you need to know?

Managers who decide whether to open a division must have a good understanding of how to go about this process. You need to focus on Art. 11 of the Tax Code, which specifies all the basic requirements for such a branch.

Optimal functioning is allowed if the following requirements are taken into account:

the company's constituent documents must include information about the registration of separate divisions;
the owners of the enterprise are required to approve a special Regulation containing information on the nuances of the functioning of the representative office;
the head of the division is appointed, for whom a power of attorney is issued, allowing him to perform various actions related to the management of the branch;
Special internal documentation is issued by the company's management, the main purpose of which is to define the rules, functions and features of the functioning of each division.

When opening a division, the management of the company independently decides whether a branch or representative office will be formed. The branch is located at its own individual address. He performs all the functions of the main enterprise, and also represents it under Art. 55 Civil Code. The representative office is distinguished by its geographical isolation from the parent company. Its main purpose is to represent and protect the interests of the organization.

Why are additional divisions being opened?

The need for this process may be due to various reasons. Most often, registration of separate units is required in the following situations:

the company plans to expand its territorial scope of activity, so it needs to reach as many people as possible within its target audience;
the company is pursuing an aggressive policy, so it is necessary to cover a completely specific territorial region;
regions are selected where it is most profitable to carry out activities in a particular direction;
it is necessary to satisfy the demand of customers living in other cities;
widespread promotion of the brand in different cities of Russia;
reducing the risk of bankruptcy, since production facilities can be moved in different cities, and if one of the divisions is unprofitable, it can be supported in times of crisis by funds coming from other regions.

The registration process of any representative office should be carried out only taking into account the basic provisions of the law. If an individual address is assigned to a production structure, and work is planned for a month or a longer period of time, then registration with the tax office of a separate unit is absolutely necessary. This requirement is contained in Art. 23 NK.

Registration process

Initially, the management of the company must make an appropriate decision on the basis of which it is necessary to open a branch or representative office. The step-by-step instructions for registering a separate division involve performing successive steps. Each of them is important and is therefore recorded in official documents. These stages include:

a meeting of the founders of the enterprise is formed, at which the need to open a division is considered;
an appropriate decision is made, documented in the minutes of the meeting;
an order is issued;
the form of registration of a separate division is selected, since it can be a branch or representative office of an enterprise;
the optimal place for work is determined, which is equipped with all the necessary means so that workers can cope with their main responsibilities;
within 30 days after the division starts operating, it is required to submit a notification to the Federal Tax Service, for which the standard form C-09-3-1 is used, and the tax office at the location of the branch is selected for this purpose;
further, it is required to register the division with the Social Insurance Fund and the Pension Fund, but this is required if the branch has its own bank account, it draws up its own balance sheet, and there are also employees for whom funds must be transferred to the funds;
If, during the operation of a structural unit, the name of the unit or its address changes, then the Federal Tax Service must also be notified about this.

The process is not considered too complicated if you understand it well. Registration with a separate tax division is required. If this is not completed in a timely manner, the company will be subject to administrative liability.

What documents are needed?

Before the actual registration process, the company’s management must take care of preparing certain documentation.

Documents for registering a separate division with the Federal Tax Service:

passport of the company representative, who must be one of the owners of the company;
if a trusted person is involved in the process, then he must have a power of attorney certified by a notary;
order on the organization of the unit;
certificate of registration of the enterprise with the Federal Tax Service;
application for registration of a branch.

All these documents should be submitted to the Federal Tax Service. If you need to contact the Pension Fund, the following documentation is submitted:

certificate of registration of the company itself with the Pension Fund;
a copy of the order to create the unit, and it must be notarized;
an application, the formation of which will require a special form issued by the Pension Fund.

Based on these documents, the company representative receives a notification about the registration of the branch.

Registration of a separate unit with the Social Insurance Fund involves the preparation of documentation:

order to open a representative office;
constituent papers of the company;
notification from the Pension Fund about the registration of the unit;
certificate of registration of the company with the Social Insurance Fund.

Based on this documentation, employees of the institution issue a special notice confirming that the branch has acquired the status of an insurer.

Registration deadlines

The duration of the procedure depends on how correctly the successive steps are performed. The registration period for a separate subdivision usually does not exceed one month. The procedure must be started within 30 days from the moment the representative office actually begins to function.

Nuances of applying to the Federal Tax Service

When opening a branch, it is imperative to notify the Federal Tax Service employees about this. This procedure is called registration of a separate unit with the Federal Tax Service. The process is carried out after the representative office has been created, and changes can already be made to the constituent documents of the organization. You can use different methods to send a notification:

a direct visit to the tax office by one of the founders or an authorized representative;
sending the document by registered mail, with an additional inventory of the attachment required;
using the State Services portal or the Federal Tax Service website, through which a notification is sent electronically.

The procedure for registering a separate division assumes that within 5 days after the transfer of documents to employees of the Federal Tax Service, the company receives a notification about the registration of the branch. This document specifies the checkpoint of the structural unit. It should be used when drawing up various documents. If the application for registration of a separate division is not submitted to the Federal Tax Service within the established time frame, then this serves as a basis for holding the company’s management accountable.

Nuances of the FSS notification

You should contact this state fund after receiving a notification from the Federal Tax Service. Registration of a separate unit with the Social Insurance Fund is a simple process that is required under the following conditions:

the representative office has its own separate balance sheet;
its employees conduct their own accounting, which is certainly written down in the company’s accounting documentation;
salaries are calculated for all employees of the branch, and they are also paid various bonuses or other payments;
There is a separate current account.

To carry out registration, you must submit a corresponding application and other documents from the company to the FSS. It is often necessary to obtain a preliminary certificate from the bank where the current account is opened in order to provide the details of this account. Documentation can be transmitted during a personal visit to the institution, through electronic communication channels or by sending them by mail.

Nuances of registration in PF

A standard package of documents is prepared and handed over to PF employees. The procedure for registering a separate division in the Pension Fund assumes that notification will be received within 5 days after the transfer of documentation. It indicates that the representative office was registered with this fund. You will receive two copies, since one must be kept in the parent company, and the other is given to the branch employees.

How to register a cash register?

Based on Federal Law No. 54, all cash register equipment used by companies or their branches must be registered with the Federal Tax Service. Registration of a separate division's cash register can be done in two ways:

submitting a paper application for registration to the Federal Tax Service office at the location of the branch, after which a card is issued to the online cash register;
Submitting an application online on the official website of the Federal Tax Service.

The application indicates the name of the department, its tax identification number, address and location of installation of the online cash register, the name of the equipment, its serial number and information about the nature of the payments. Since February 2017, only online cash registers have been required to be installed and registered, so old cash registers are not used.

Responsibility for violations

All company owners who want to expand the scope of their work should know how to properly open branches. Registration of a separate division of an organization must be carried out within 30 days after the actual start of work of this structural unit.

If the requirements are violated, different penalties are imposed on business owners:

submitting a notification to the Federal Tax Service about the opening of a unit late - a fine of 10 thousand rubles;
operation of a branch without notification to the Federal Tax Service, Pension Fund and Social Insurance Fund - 10% of income received in the process of activity, but the fine cannot be less than 40 thousand rubles;
untimely submission of notifications to the Pension Fund or Social Insurance Fund - from 5 to 10 thousand rubles.

Additionally, the culprit is identified, after which the official is individually brought to administrative responsibility, so a fine of 2 to 3 thousand rubles is transferred to him.

Nuances of opening a unit

When properly opening and registering a branch or representative office, some operational features are taken into account, which include:

insurance premiums for division employees are paid at the location of the parent organization;
Personal income tax is paid for employees at the location of the structural unit;
a division is considered created on the day when an address is assigned to it, and there is at least one employee, therefore the first day a person goes to work is represented by the day the branch is formed;
Individual entrepreneurs cannot open divisions, since they are not legal entities;
any such structural unit must be registered regardless of the direction and specifics of the work.

If the above requirements are violated, this leads to the company being held liable. Therefore, it is advisable to carry out the process of creating a unit with full supervision from an experienced accountant employed by the company. In this case, you can avoid numerous mistakes and negative consequences of violating the law.

Conclusion

Thus, when opening any separate division, companies must thoroughly understand the rules and procedure for its registration. To do this, it is taken into account that the notification must be sent not only to the Federal Tax Service, but also to the Social Insurance Fund and the Pension Fund. It is important to understand within what time frame the document is sent, what other papers are attached to it, and also what the consequences of violations of the law are. With the correct registration process, the branch can operate officially, representing and protecting the interests of the enterprise. At the same time, he will have his own address and checkpoint.

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

You can get answers to any questions about registering LLCs and individual entrepreneurs using the service free consultation on business registration:

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

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

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

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

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

What should a separate division be like for an organization to have the right to the simplified tax system?

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

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

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

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

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

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

Signs of a branch and representative office

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

The fact of the creation and commencement of activities of a branch or representative office is reflected in the charter of the LLC (since 2016 this is not necessary).
The parent organization approved the regulations on the branch or representative office.
A head of a separate division has been appointed, who acts by proxy.
Internal regulatory documents have been developed to regulate the activities of a separate division, as a branch or representative office.
A branch or representative office represents the interests of the parent organization before third parties and protects its interests, for example, in court.

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

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, approved by order of the Federal Tax Service of Russia dated 06/09/2011 No. ММВ-7-6/362@;
register for taxation 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.

Tax office 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, the LLC is not required to register on its own.

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 (this obligation existed until September 2010), but only to submit a message to the tax office at the place of registration of the division indicating the new address.

Registration with funds

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

To register with the FSS, notarized copies are submitted:

tax registration certificates;
certificate of state registration of a legal entity or Unified State Register of Legal Entities;
notice of registration as an insurer of the parent organization, issued by the regional branch of the Social Insurance Fund;
information letter from the State Statistics Service (Rosstat);
notifications about tax registration of a separate division;
opening order, Regulations on a separate division, documents confirming that the separate division has a separate balance sheet and current account;
original .

A single simplified tax and insurance premiums for employees employed in a separate division must be paid at the place of registration of the parent organization, and personal income tax from these employees must be withheld at the location of the separate division.

Responsibility for violation of the procedure for registering a separate subdivision

Violation of the deadlines for submitting messages and applications for registration of a separate division entails the following fines:

violation of the deadline for filing an application for registration - 10 thousand rubles (Article 116 of the Tax Code of the Russian Federation);
Conducting activities as a separate division without registration - a fine in the amount of 10 percent of the income received as a result of such activities, but not less than 40 thousand rubles (Article 116 of the Tax Code of the Russian Federation);
violation of the deadline for registration with the Social Insurance Fund - 5 thousand rubles or 10 thousand rubles if the violation lasts more than 90 calendar days (Article 19 No. 125-FZ of July 24, 1998).

Action plan for creating a separate unit

Determine that the organization is creating a separate division that is not a branch or representative office (since they have a different registration procedure).
Make sure that the created workplace is stationary, that is, created for a period of more than a month, the employee is present at it constantly, and this is related to the performance of his official duties. If the employee is remote, there is no need to create a separate unit.
Within a month after creating a permanent workplace, inform the tax office where the LLC is registered about the creation of a separate division using form No. S-09-3-1.
Register with the social insurance fund within 30 days.
If necessary, report a change in the address or name of a separate division to the Federal Tax Service at the place of registration of the division within three days using Form No. S-09-3-1.