Where to apply for the opening of a separate subdivision. Important steps and points. What you need to know

You will find answers to frequently asked questions about separate divisions in our material. What is a separate subdivision, what taxes are paid by branches and representative offices, how to register a separate subdivision, how separate subdivisions pay taxes, you will find answers to these and many other questions here.

What is a separate division

Civil Code (Article 55 of the Civil Code of the Russian Federation)
Separate subdivisions of the organization are representative offices and branches.

Representative offices are a separate subdivision that are created to represent the interests of the organization and protect them. A branch is a separate subdivision created to carry out the functions of the organization and represent its interests.

Separate subdivisions (hereinafter referred to as OP) are not independent legal entities, are endowed with the property of the parent organization and act within the framework and on the basis of the provisions approved by the head of the parent organization.
The organization creating the OP must include information about them in the constituent documents.

Tax Code (Article 11 of the Tax Code of the Russian Federation)
According to the Tax Code, separate subdivisions include subdivisions of an organization that meet the following characteristics:

Territorial isolation Availability of equipped stationary workplaces

According to the Tax Code of the Russian Federation, a subdivision of an organization is recognized as separate, regardless of the availability of information in the constituent documents.
Thus, the tax legislation contains the concept of "separate subdivisions" (hereinafter - OP), without making a distinction between a representative office and a branch.
At the same time, it does not matter that the organization's charter does not contain information about separate subdivisions, if they are created by the organization, then they have obligations to pay taxes and submit reports.

What is the location of a separate subdivision

The location of the EP is the place where the parent organization operates through its separate division.

Territorial isolation of the OP

Territorially isolated is a subdivision that is located in a territory different from the territory of the location of the parent organization. In other words, the unit must be located at an address that is not listed in the founding documents of the organization as a location. At the same time, the Ministry of Finance, in a letter dated 22.12.2004 No. 03-03-1-04 / 1/184, explained that the territorially separate unit should be considered the one that is located on the territory in which tax control is carried out by another tax inspectorate.

What workplace is considered stationary (Article 209 of the Labor Code of the Russian Federation)

A workplace created for a period of more than one month is considered stationary. An equipped place is a place in which all conditions are created so that the employee can perform his labor duties.
At the same time, the place where the employee works must be under the control of the organization, i.e. must be a lease agreement, or be the property of the organization.

Notification of the creation, changes, closure of a separate subdivision (clause 2, clause 3 of article 23 of the Tax Code of the Russian Federation)

A legal entity is obliged to submit information on the creation of separate subdivisions (with the exception of branches and representative offices) to the tax office at its location. In case of any changes in the information about the EP previously submitted to the IFTS, the organization is also obliged to inform the IFTS:

Not later than one month from the date of creation of the EP Not later than three days from the date of change of information about the EP

When terminating activities through a separate subdivision (closing an OP), a legal entity is obliged to submit information to its tax office

Not later than three days from the date of termination of activities through the OP

Registration of a separate subdivision (clause 1, article 83 of the Tax Code of the Russian Federation)

If a subdivision of an organization is created on the territory that belongs to the tax inspectorate, in which the legal entity is already a member, then in this case such a subdivision does not need to be registered with the Federal Tax Service Inspectorate (clause 4 of article 83 of the Tax Code of the Russian Federation).
In all other cases, the organization is obliged to register each separate subdivision with the tax office at its location.
Within one month from the date of creation of the OP, a corresponding application is submitted to the territorial inspection. Properly certified copies of the certificate of registration of the parent organization and documents confirming the creation of the EP are attached to the application.
The Tax Inspectorate within five days carries out registration of a separate division of the organization.

Responsibility for non-registration of the OP (Art. 116, Art. 117 of the Tax Code of the Russian Federation, Art. 15.3 of the Code of Administrative Offenses of the Russian Federation)

If a separate subdivision changes the address of its location, the parent organization is obliged to register the closure of the OP, i.e. remove it from the register with the tax office, and re-register it with the tax office located at the new address. This is due to the fact that the legislation does not contain a rule establishing the procedure for accounting for changes associated with a change in the location of separate subdivisions.

Registration of a separate subdivision of funds

RF Pension Fund

Registration in the FIU is subject to those units that have a dedicated balance, a current account, and pay wages to employees.
Registration in the Pension Fund is carried out on the basis of information from the Unified State Register of Legal Entities. The tax authority, within 5 days from the date of receipt of information about the creation of a separate subdivision, transfers information to the FIU at the location of the OP. The Pension Fund sends the policyholder a notice in two copies, one of which must be transferred to the Pension Fund at the location of the organization within 10 days.

Social Insurance Fund

Just like in the FIU, the FSS registers OPs with a balance sheet, a bank account and making payments in favor of employees.
Registration is carried out in the territorial branch of the FSS, at the place of operation of the EP.
The organization, within 30 days from the date of creation of the unit, is obliged to submit to the FSS an application and copies of the following documents:

Certificate of state registration; Certificate of registration with the IFTS; Notification of registration with the IFTS at the location of the OP on registration with the FSS of the parent organization An information letter from statistics A certificate from the bank on current accounts, if they are open at the time of application.

Sometimes they forget about such an aspect of entrepreneurial activity as the creation of separate divisions. It would seem that he registered a company and work calmly. However, the legislator establishes a lot of different obligations that will need to be fulfilled.

We note right away that for an LLC in which only the founder himself works, no separate divisions (hereinafter also referred to as “OP”, “isolation”) do not need to be opened - only those who hire assistants under employment contracts will have such an obligation.

What is an isolation?

You can also register an LLC at the address of the founder's place of residence. It could be his house or apartment. If you do not create industrial production in apartment buildings, then an apartment may well become an acceptable option for registration.

If the activities of the Company will be carried out exclusively at the address of registration, then there will be no need to create a separation. However, not every type of activity can be carried out at only one address.

For example, if you are engaged in trade, then it will be problematic to manage without opening retail outlets.

In this case, the activities of the LLC will be carried out not only at the registered address, but also in places other than it. This sign is the first one to think about creating an OP, but there is no need to rush to discover it. The fact is that legal norms connect the registration of separate settlements with the availability of jobs at their addresses, but if there are no jobs created there, then there is no obligation.

The difference between a separation from branches and representative offices

Many may have confusion in their heads, but what exactly is meant by OP? According to Article 55 of the Civil Code of the Russian Federation, these include representative offices and branches. But they have a completely different procedure for creating, with the introduction of information into the Unified State Register of Legal Entities.

There are other types of isolations, which are mentioned in Article 11 of the Tax Code of the Russian Federation, and it is they that need to be opened if the company's activities are carried out not only at its main address.

According to this norm, the EP is any subdivision that is structurally separate from the organization, where jobs that are stationary have been created for periods of more than one month.

Based on the wording of the norm, the OP should be opened only if the following rules are cumulatively observed:

1. Workplaces are equipped at the place of the EP. Based on the provisions of the provisions of Article 209 of the Labor Code of the Russian Federation, the workplace is a place controlled by the employer, where, by virtue of the performance of his duties, an employee must arrive, who works for this employer under an employment contract.
2. The workplace is stationary. This means that the work is performed not by remote workers who work remotely, but by people who are directly in the field, where all the necessary conditions for their work are created.
3. The workplace was created for more than a month. Any other jobs that exist for a shorter amount of time do not entail the obligation to open an EP.

Important! If not an employment contract, but a GPC is concluded with individuals, then there is no obligation to open separate offices, since not providing services under GPC agreements does not entail the creation of jobs.

Thus, if an LLC has a warehouse on the outskirts of the city where consignments of goods are stored, then, in fact, the company’s activities are also carried out at the address of the warehouse. However, there is no guard or sorter in this warehouse - only goods under alarm. In this case, it is not necessary to register a separation, since the workplace is not equipped.

If a watchman sits in the warehouse every day, and his workplace lasts more than 1 month, then there is a need to open an OP. In the same way, if an LLC opens some retail outlets around the city - if there is a seller there who works on a permanent basis, then a separate division opens.

What is the point of opening the OP?

The opening of isolated areas is important for the collection of tax deductions. According to Article 230 of the Tax Code of the Russian Federation, personal income tax for employees must be paid at the location of the EP in which they work.

When expanding a business, an LLC can open several OPs in different cities of its presence. Accordingly, it is at the location of each isolation for each employee who works in them that personal income tax should be paid.

If the LLC is registered in Belgorod, and the activity is carried out in Stary Oskol, then there are no questions - different regions, different tax authorities.

But what if the isolation is created literally on the next street and has the same tax office with the parent organization? In this case, you do not need to open the OP?

The wording of the law makes no such exceptions. The law says that it is necessary to open isolation in all cases when the place of activity is not at the place of registration of the LLC. Therefore, in order to avoid problems with the Federal Tax Service, it is better to register all EPs, even if they are located in the same region and will be registered with the same tax office with the head office.

How to open a separate division

Article 84 of the Tax Code of the Russian Federation establishes that the registration of separate registrations is carried out by sending special messages to the tax authorities. If the OP meets all the conditions for the workplace, then within a month from the date of its creation, in accordance with Article 23 of the Tax Code of the Russian Federation, a message of form No. C-09-3-1 must be sent to the Federal Tax Service, where the LLC is registered.

Important! It is necessary to send this document to the inspection at the place of registration of the LLC, and not at the place where the OP was opened - this is a fairly common mistake. If you send a message directly to the tax authority where the separation will be registered, the message will be returned to the applicant.

The message of form No. С-09-3-1 must be signed by the head of the LLC, or by a person authorized by a power of attorney. The power of attorney will need to be attached to the message, no other documents need to be attached.

The message can also be submitted electronically by signing it with the EDS of the head.

How to fill out documents to open a separate

To open the isolation, it is necessary to fill out a document according to f. No. С-09-3-1, in which the following data should be indicated:

• name of LLC;
• OGRN, TIN, KPP;
• information on the number of created OPs and the number of message sheets;
• information about the head or representative (indicating the full name and TIN, phone number and e-mail);
• information about the creation of the OP, its name (you can think of anything, but so as not to get confused later), the address of the OP and the date of its creation.
• The application is signed by the head, the date and stamp are put (if it is provided for by the Charter in the LLC).

If any data about the unit is changed, for example, when the address or name is changed, a message of the same form is submitted within three days from the date of the change.

If an LLC terminates its activities through previously created OPs, then a message of the form No. С-09-3-2 must be submitted to the Federal Tax Service. It must be done within the same period as when making changes to the information about the isolation. In case of violations of the rules for creating an OP or violation of the deadlines, the law provides for penalties under Article 116 of the Tax Code of the Russian Federation and Article 15.6 of the Code of Administrative Offenses of the Russian Federation.

It would seem that the registration of a separate subdivision is connected only with the collection of a package of necessary documents. But it's not all that simple. What documents need to be submitted? And where exactly to hand it over: at the place of the parent organization or a separate subdivision? How long does it take to transfer papers to the IFTS and funds?

So that you do not waste time or energy on studying the legislative framework, we will analyze in detail what actions will need to be taken to register a new separate division. And always keep a visual diagram handy at work.

Registration of a separate division in the IFTS and funds

Registration with the tax office

The organization must register for tax purposes at the location of each of its separate subdivisions. It is important which subdivisions we are talking about - branches (representative offices) or other structural units that are not shown in the constituent documents. The tax authorities will fine the company if it operates through a unit that is not tax registered. The amount of the sanction will be 10 percent of the income received as a result of such activities. There is also a minimum penalty. It is 40 thousand rubles. (Article 116 of the Tax Code of the Russian Federation). In addition, an official (head of a company or chief accountant) is subject to administrative liability. The fine ranges from 2000 to 3000 rubles. (part 2 of article 15.3 of the Code of Administrative Offenses of the Russian Federation).

In order to register a branch or representative office, the following documents must be submitted to the IFTS at the location of the organization or to the registering inspection.

Firstly, a 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 / [email protected]). Information about the created branch (representative office) should be reflected in sheet A of the notification.

Secondly, the decision to amend the constituent documents. Thirdly, the text of the amendments made to the constituent documents, or the constituent documents in a new edition - in two copies. Well, the last, fourth, document is a receipt for payment of state duty in the amount of 800 rubles.

There are three working days from the date of amendments to the constituent documents to submit the papers to the IFTS.

The inspectors will register the branch within five working days from the date you submitted the documents to them. At the same time, they will make an entry about registration in the Unified State Register of Legal Entities and send you a written notice of this. Then you can safely go to the inspectorate at the location of the branch and receive a notification there that it has been registered with the tax authorities.

Advice

In most cases, the company's real estate is located either in the head office or in a separate division. But sometimes it turns out that some object does not belong to any of the divisions of the company. For example, they bought a warehouse for temporary storage of goods in another city. But the procedure for arranging jobs was delayed. Therefore, the company has not yet begun to report to the tax authorities about the creation of a separate division. Nevertheless, the property appeared. And only on this basis, the tax authorities must register the company at its location. Nothing is required from the organization for this. The inspection itself will register the organization on the basis of information received from the departments of Rosreestr. Certificates and notices of registration of the inspection are handed out or sent by mail (clause 2, article 84 of the Tax Code of the Russian Federation).

The fact that the organization has created a separate subdivision must be reported to the inspection within a month. This procedure is enshrined in Article 23 of the Tax Code of the Russian Federation. The form, format and procedure for filling out the message were approved by order of the Federal Tax Service of Russia dated June 9, 2011 No. MMV-7-6 / 362. It is clear that the date of opening of the branch is not fixed anywhere. Just be guided by the date when jobs were arranged in the unit and actually began to conduct activities through it.

Suppose an organization rented a warehouse that is located at a distance from the head office. A warehouse will be considered a separate subdivision only when at least one stationary workplace is created in it.

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

Editorial comment

In early May, amendments to the Federal Law of August 8, 2001 No. 129-FZ came into force. So, it is no longer necessary to certify the signature on the application with a notary if the head of the organization submits documents personally to the IFTS and presents his passport.

Even in Federal Law No. 129-FZ, it was directly prescribed that an authorized representative can submit documents for state registration. For example, a courier. The main thing is that he had a power of attorney certified by a notary. It must be attached to the package of registration documents. But there is an alternative option: instead of the original power of attorney, you can back up its copy. But it must be notarized.

By the way, a notary's signature is not needed at all if you submit documents certified by an enhanced qualified electronic signature via the Internet.

Finally, there is another way to apply for state registration. This can be done through special multifunctional centers. In particular, in Moscow, such centers operate in almost all regions and, in fact, combine the functions of the Federal Migration Service, EIRC, etc. Now you can also register a company with the tax office there.

Registration in funds

It is necessary to report to the FIU and the FSS about all units within a month from the date of their creation. Send a free-form report to the appropriate branch at the location of the parent organization. And registration of separate subdivisions in funds is carried out if they are created in the form of branches. After all, they usually meet three conditions: they have a separate balance sheet, a current account and accrue payments to employees.

Pension Fund

To register a separate division of an organization with the FIU, you will need the following documents:

• application for registration (it is filled in in accordance with the Procedure, approved by the resolution of the Board of the Pension Fund of October 13, 2008 No. 296p);
• certificate of tax registration;
• notice of registration of the organization in the FIU;
• copies of documents certified by the representative of the company that confirm the creation of a separate subdivision (for example, the charter of the organization containing information about the subdivision, Regulations on a separate subdivision).

All these documents must be submitted to the territorial office of the Pension Fund at the location of the new unit. There is no specific time frame for submitting them. But still, I recommend not to delay and send the documents before the separate division for the first time deducts insurance premiums from payments to employees.

Having received a package of documents, employees of the territorial branch of the PFR will carry out registration of a separate unit. They have five working days to do this. They will then mail you a registration notice. If desired, the notification can be received in person at the branch.

Health Insurance Fund

You do not need to register with the FFOMS at the location of a separate division of the organization on your own. All the necessary information will be sent to the fund by representatives of the FIU.

Social Insurance Fund

In fear, you will have to register a new unit. Within 30 days from the date of its creation, submit an application to the territorial branch of the fund at the location of the subdivision. Its form is given in Appendix No. 2 to the Administrative Regulations, approved by order of the Ministry of Health and Social Development of Russia dated September 20, 2011 No. 1052n. There is an ambiguity about what days we are talking about - working or calendar. I recommend that you still focus on 30 calendar days. It's safer that way. Attach copies of documents confirming the existence of a separate balance sheet, current account and accrual of payments to employees with the application. Such documents can be a certificate from a bank on opening a current account, a regulation on a separate division or the charter of an organization, which spell out the division's authority to maintain a separate balance sheet and pay employees.

To speed up the registration process, in addition to the required documents, enclose certified copies of:

• certificates of state registration of the organization;
• certificates of registration of the organization;
• notifications about the tax registration of a separate subdivision;
• statistics codes issued upon registration with Rosstat.

True, if you do not provide the auditors with copies of these documents, they will independently request them from the tax inspectorate and the Rosstat department.

Having received a package of documents, employees of the FSS of Russia will register a separate division of the organization within five working days. At the same time, he will be assigned an extended registration number (registration number of the organization, supplemented by a division code) and a subordination code. At the same time, the auditors must issue a notice of registration. But the way in which you want to receive this notification must initially be specified in the application. As usual, there are three options: hand in personally, send by mail or electronically.

Elvira Mityukova,
k. e. PhD, managing partner of the consulting company "Academy of Successful Business"

About which state bodies and in what time frame it is necessary to notify when creating a separate subdivision of the organization, says the expert of the Legal Consulting Service GARANT Dmitry Gusikhin.

The legislation does not prohibit legal entities from creating separate divisions that are not branches or representative offices in the sense of. However, the procedure for creating such separate subdivisions 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 subdivision is not associated with the issuance of any administrative acts by the management bodies of a legal entity (the relevant procedure may be determined by the internal documents of the organization, but its failure to comply in no way affects the obligations of the institution arising in connection with the creation of jobs outside its location), but exclusively with the organization's current business activities and the creation of stationary jobs outside the location of the organization itself ().

Thus, the emergence of a separate subdivision of the organization of the Tax Code of the Russian Federation connects with the simultaneous fulfillment of the following conditions:

• territorial isolation;
• the presence of stationary jobs created for a period of more than one month and equipped outside the place of state registration (location) of the organization;
• conducting business through this unit;
• the employer's control of the workplace.

FORM

From February 1, 2008, when it entered into force, organizations are not required to submit an application for tax registration at the location of a separate subdivision. 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 date of creation of a separate subdivision, the organization is obliged to send a message about its creation to the tax authority at its location. Failure to fulfill this obligation is the basis for bringing the organization to tax liability in the form of a fine 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 noted that the organization is obliged, within one month, to notify in writing about the creation of a separate subdivision and to the bodies controlling 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 - Law No. 212-FZ).

As follows from, the fulfillment by the organization of the obligation to report the creation of a separate subdivision is not made dependent on the presence of a separate balance sheet, current account for this separate subdivision, as well as the accrual of payments and other remuneration to them in favor of individuals.

On the basis of the bodies exercising control over the payment of insurance premiums, are:

• PFR and its territorial bodies in respect of insurance premiums for mandatory pension insurance paid to the PFR and insurance premiums for compulsory health insurance paid to the FFOMS;
• The FSS of Russia and its territorial bodies in respect of insurance premiums for compulsory social insurance in case of temporary disability and in connection with motherhood paid to the FSS of Russia.

At present, the form of the notification about the creation of a separate subdivision, submitted to the body for monitoring the payment of insurance premiums at the location of the organization, is not approved, so the organization can notify the funds about the created separate subdivision in any form.

Separate subdivision (OP) is a radically new development of the existing structure of your business. Since with the successful development of an existing business, you will soon need to expand your company and open new offices in your city or another city.

From our note, you will learn what you need to do to open your branch in another city.

Any opening of a separate division implies the opening of a branch, which will be located in a different place, and in no way will depend on the actual legal address.

A branch can be recognized as a separate subdivision if it is open for a period of one month and has one or more workplaces.

Please note that if you exceed the minimum period for registering a separate subdivision, you will be charged a fine in the amount of 15 000 rubles for violation of the terms of registration, as well as 15% of the total income of a separate subdivision for the time of work outside registration will be charged.

It is worth noting that branches and representative offices will be considered different forms of a separate division. Please note that a stand-alone unit is not always a branch. Officially, the opening of an OP is not required in order to legalize a representative office.

Opening a branch is a very long process that requires large material costs. Since you will need to enter all the data about the branch in the statutory documents, and this will definitely take a lot of time. How to open a separate division in 2016, this question is of interest to many. Because it can be done in different ways. Everything will depend on what end result you want. Since it is important for someone to have a branch of the organization - having spent a lot of time, money and effort on opening it, and for someone a subdivision is enough.

Remember that opening a separate division in 2016 is much easier than opening a branch in another city. And it is easier to do this because the opening of a separate division is the prerogative of the director. This means that such an opening does not require a change in the company's charter, and this greatly simplifies your life.

It is also a significant difference between the OP and the branch that the unit can use its own seal and even maintain its own balance sheet, but accounting will be kept for both enterprises alone.

So, let's take a closer look at the opening of the OP, as well as consider all the positive and negative aspects of the design of such an additional unit.

The beginning of the design of the OP

It is worth noting that registration with the IFTS is in the place where this unit is directly opened. Moreover, if several divisions are opened at once in different cities, all of them, independently of each other, must be registered.

Since you open an OP in the same subject or district as the main branch, you do not need separate registration and staging with the Federal Tax Service.

Please note that when registering with the tax service, each EP is assigned its own unit identification code and it is different from the main company.

The registration procedure is very simple and also takes little time.

What documents must be submitted to the tax service for registration of the EP:

Identification document of the person who submits the application;
If the director of the company is not directly involved in the opening of the EP, then the head must issue a power of attorney to the person representing him;
Application for opening a branch or OP.

Pay attention to an important detail that you must submit all the necessary documents no later than one month from the date of registration of the first worker in the unit. Moreover, all the necessary documents must be submitted to the tax service at the legal address of the EP.

Usually, the entire package of submitted papers is considered for one week followed by registration with the tax office. Please note that if you submit documents at the place of registration of the head office, then the tax service itself forwards all the papers to the city to which the OP will be attached.

If your business is not going uphill, and you decide to stop the activities of the OP and, for example, move it to another territory, then you need to close the activities of this unit. And after moving, register again, already in a new city.

It is worth noting that if your parent company has applied the simplified taxation system (STS), then the subdivision will automatically be assigned the same type of taxation.

The process of registration with the FIU and the FSS

A separate subdivision must be registered if:

The OP has its own balance sheet;
The unit has its own bank account;
Paying and paying salaries, as well as bonuses to their staff.

Statement in the IFTS is carried out at the actual address of the OP no later than one month from the moment the first workplace appears and is registered. Usually the application is considered within five days.

List of papers for submission to the Pension Fund of Russia, notarized copies are required:

Documents on the registration of a legal entity in the Federal Tax Service;
Documents on registration of a legal entity in the FSS and the PFR;
Papers on the opening of the EP;
Papers on registration with the IFTS.

After you register with extra-budgetary funds, you will be given an order - a notification in the amount of two pieces. Please note that you will need to deliver one copy of the notice to the Pension Fund at the legal address of the head department, no later than 10 days.

The list of documents for submission to the Social Insurance Fund (FSS), notarized copies are required:

Document on registration of a legal entity;
Document on the registration of a legal entity in the Federal Tax Service;
Document on the statement in the IFTS OP;
Subdivision registration documents.

Now we can say that the official procedure for opening and entering the IFTS will be completed.