According to Art. 54 of the Civil Code of the Russian Federation, any legal entity in our country must necessarily have a name indicating its organizational form, as well as its location. Thus, tax authorities can track the location of an organization and distinguish it from others with a similar name and similar economic activity. This information allows the Federal Tax Service and banks to track the discrepancy between the official address and the actual one, and in this way to determine the unreliability of the client or the unwillingness of the entrepreneur to pay tax deductions.
Location of the legal entity
For entrepreneurial activities, the founder must register in accordance with the rules of the Civil Code. All information on the creation, reorganization or liquidation of the organization must be entered in the state register. The address of the legal entity is also indicated here, however, this term does not quite correctly interpret the concept. The problem is that a “person” is a subject of civil rights and in itself cannot have a specific place of registration. It is more appropriate to talk about the location.
Art. 54 part 2 of the Civil Code of the Russian Federation determines the address of a legal entity at the place of its state registration in one of the tax inspection departments. In recent years, cases have become more frequent when the jur. the person is registered at the place of residence or registration of the founder. The tax authorities oppose this practice, but the courts mainly support entrepreneurs.
Interpretation of concepts
The legal address of an individual is a rather absurd definition used in business speech and in some official documents. Due to the fact that the legislation does not have clear definitions for the concepts of “actual” and “legal” address, there is a substitution of values and the possibility of different interpretations. It turns out that the company is registered in one place, but all the documentation, employees and all its activities are concentrated in another, which is considered actual.
Many founders use the formality of these concepts; upon registration, organizations buy the address of a legal entity. Therefore, at some point, public services, banks or law enforcement agencies may have questions about the legitimacy of such practices. Problems also arise with customers who, for one reason or another, want to contact the organization.
A similar pattern can be traced when the postal address of a legal entity is registered. All incoming correspondence is received and delivered by a special person to the place of the actual location of the enterprise.
Problem of choice
Principles of legal registration Persons in each region of Russia are different, a lot depends on the competence of the tax authorities and the individual characteristics of the region. However, the first thing all FTS services pay attention to is whether the information you provided appears in the list where the addresses of mass registration of legal entities are indicated. As a rule, tax authorities are aware of all such places, and such an attempt will immediately attract attention, the organization can be mistaken for a one-day company.
In order to avoid unpleasant consequences, it is necessary to adhere to the rules established by law. Registration of legalfaces can occur as follows:
- at the place of the founder’s actual residence (it does not work in all regions, but there is a practice of judicial recognition of such a right);
- in rented premises;
- in the premises, which is owned by one of the founders.
Almost all offers of quick and inexpensive registration, which are easy to find on the Internet, offer mass registration addresses of legal entities that already have hundreds and thousands of names. The danger of such a practice will be discussed below.
Confirmation need
Legal relations in the matter of registration of entrepreneurial activity are regulated by the Federal Law of August 8, 2001. Here are all the documents necessary for entering information about the organization in the register of state accounting, as well as the conditions under which the address of the legal entity is drawn up.
So, it is widely believed that in order to confirm the reliability of this information, it is required to provide additional papers testifying to the legality of using this room. For example, a lease, a document confirming ownership, etc. However, in Art. 12 FZ of August 8, 2001 there is no mention of the need to provide additional information about the location of the jur. faces.
In this case, the refusal of the tax authorities to register is illegal and may be appealed in court. Registration of a legal entity is of a notification nature, in addition, according to the law, the bodies of the Federal Tax Service cannot verify the accuracy of the information provided. In practice, few organizations can afford litigation with the tax service, so they try to submit all the necessary documents.
When can questions arise about data reliability?
In Russia, thousands of fraudulent actions involving the laundering of "dirty" money through one-day firms are recorded annually, because the tax service has developed a special algorithm for detecting dishonest entrepreneurs. The main provisions on how to check the registration address of legal entities for non-compliance with the legislative conditions are specified in the Resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation dated July 30, 2013 No. 61. According to this document, the following cases may cause suspicion in tax services:
- The indicated place does not exist or the building, the room was destroyed.
- The zip code is assigned to the unfinished property and is conditional.
- The address of the mass registration of legal entities is indicated, which the Federal Tax Service is required to verify first. Especially if the sent correspondence is returned with a note about the impossibility of delivery.
- In the case when the specified data coincides with the location of military units or state organizations.
- There is a statement by the owner of the premises or building on the refusal to register this legal entity.
In case of non-compliance with one of the indicated points, the tax authorities are entitled to require the organization to provide a real address. In case of repeated ignoring of such requests, the Federal Tax Service may require the liquidation of the enterprise.
Possible risks
To prevent any fraudulent activities with the registration of a legal entity, the Federal Tax Service has created a special list of unreliable places. You can get acquainted with him on the official website of the public service. This service is useful not only for employees of the Federal Tax Service, but also for entrepreneurs registering the address of a legal entity.
If the founder acquires information about the official location of the organization from outside people, he takes certain risks, regardless of whether he was aware of what was happening or not. Purchasing a business address can lead to the following undesirable consequences:
- All documents submitted by the seller will be fake, and the premises stipulated in the contract do not exist at all or all rights to it are illegal.
- If the address appears in the black lists of mass registration, the tax authorities can provide for registration, although such measures are not spelled out anywhere in the law. This problem is usually solved through the courts.
- If in the case of inspections by tax authorities or law enforcement agencies the actual and legal addresses do not match, then this will become an occasion for the organization to be included in the list of one-day firms.
- Problems may also arise when registering a bank account.
- The main difficulty lies in the difficulty of receiving correspondence, especially from the Federal Tax Service. The return of letters and notifications will be regarded by the tax authorities as a reason for additional inspections. It is important to remember that a registered letter sent by the tax authorities in six days will be considered received, regardless of whether there is such a company or not.
Conscientious entrepreneurs who are responsible for the registration of a legal entity do not have such problems. Inexperienced founders need to familiarize themselves in advance with the entire legislative framework on this issue, as well as calculate the possible risks.
Legal issues
To counter the laundering of funds obtained by criminal means or directed to terrorist activities, in recent years there has been a tendency for tax services to cooperate with state and private financial organizations. Banks were obliged to collect additional information about the client, which they then provide to the Federal Tax Service, and, if necessary, to law enforcement agencies.
When identifying a client, the bank is entitled to request the entire package of documents, including those that confirm its right to use the legal address indicated in the application. Inconsistencies in this matter may become a reason for refusal to issue a current account. For more information about all the rules and nuances, you can contact legal entities for help with a bank such as Sberbank. The addresses of the nearest offices are presented on the interactive map of the official portal.
On the part of the tax authorities, the procedure is more stringent:
- The Federal Tax Service may initiate the liquidation of the organization, especially if no reports were submitted during the year and no banking operations were conducted.
- If the enterprise carries out activities, but there is no connection with it, employees of the Federal Tax Service have the right to take the following measures:
- make information in the state register of legal entities that information about the location of the organization may be considered inaccurate;
- according to Art. 14.25 of the Code of Administrative Offenses of the Russian Federation, tax authorities are entitled to impose a fine on the head, and in case of repeated violation, to disqualify the company for several years;
- FTS may also oblige the bank to terminate the contract with an unreliable company;
- through the court to achieve the liquidation of the organization.
In order to avoid such unpleasant situations, it is necessary to contact the financial organization with which the entrepreneur wishes to conclude an agreement for detailed explanations.
The most favorable conditions for registering a current account, including through the portal, are provided by Sberbank to legal entities. Addresses can be found on the official website.
How to protect yourself?
And yet, there are situations when there simply are no funds to buy your own office, and renting a special room is not included in the plans of a novice businessman. In such cases, you can resort to the services of special firms, which for a fee provide an address for a legal entity. In Moscow, this practice is especially common, due to shortcomings in their own area, hundreds of entrepreneurs are forced or intentionally turn to such institutions.
All risks associated with this process were discussed above. In order to minimize them, you need to follow simple rules:
- Before concluding an agreement, it is necessary to verify the address of the legal entity specified in the contract. It is possible that in fact it does not exist or all the papers confirming the right to use this particular room are fake.
- A good alternative is to use the correspondence service. When concluding such an agreement, the entrepreneur can be sure that letters and notifications will not be lost and will be transferred to the customer’s company. But this service is temporary, rarely anyone provides their data for more than a year.
- Another option is to register a legal entity. address at the place of registration of one of the founders of the organization, this will require the consent of adults who live in the apartment. The Federal Tax Service does not welcome this initiative, but cannot prohibit it either.
It should be borne in mind that such a practice may entail a number of problems in the future, especially when it will be necessary to change the address of a legal entity. Difficulties will arise in the event of registration with another tax office, the need to pay state fees, re-issuance of all accounting documents, as well as a bank account.
Legal change of legal address
The law does not prohibit organizations from moving to another place an unlimited number of times, the main thing is to follow all prescribed measures. A change of address of a legal entity does not mean the formation of a new subject of legal relations. Actions of this nature are associated with certain difficulties, primarily subject to a new registration with another tax office.
The following documents must be submitted to the Federal Tax Service authorities:
- A conclusion confirming that the change of address of a legal entity was approved at a general meeting by a majority of votes of the founders of the organization.
- Application in the form of 13001 and No. P14001 for registration of all changes that were made to the constituent documents.
- Documents confirming the ownership of the property (an exception is the case when the registration took place at the place of residence).
- Two copies of the charter of the organization.
- State duty payment receipt.
Upon submission of all documents, the responsible person will be given a notification, which will indicate the date of receipt of the decision that the change of address of the legal entity is confirmed. After registering the new data, it is necessary to update the statistics codes of the State Statistics Committee. And also about all changes it will be necessary to notify the Pension Fund, the Social Insurance Fund and the MHIF, as well as the bank in which the current account is located. Most often, Sberbank is used for these purposes; this institution has been providing high-quality legal services to legal entities for many years. The addresses of the nearest branches can be found on the official website of the financial organization.
Reasons for liquidation
In practice, companies are faced with the fact that a frequent change in tax inspections may lead to additional attention from the Federal Tax Service, the authorities perceive this action as an attempt to evade taxes. Ideally, when moving a company from one place to another, it is better to leave the registration address of the legal entity the same. Provided that the founder will conclude an official agreement with the owner of the leased premises. Otherwise, at the first check this place will be blacklisted, and the Federal Tax Service has the right to demand the liquidation of the organization.
But even in such a situation, there is a way out: in court, you can ask for additional time to correct legal errors. However, such drastic measures are more likely an exception than a rule. Typically, the Federal Tax Service filed a petition to liquidate the company in extreme cases, when all the data on its activity is not only absent from the Unified State Register of Legal Entities, but there is no evidence of the actual work of the organization.
In such cases, the manager may explain that the letters, for reasons independent of him, did not reach the place. Then officially change all legal data and inform the supervisory authorities about the elimination of the problem. Typically, the Federal Tax Service recognizes and confirms the status of the institution.
What should the founder know?
Today, the Russian government pays much attention to the problems of tax evasion, therefore, when creating your own company and registering a legal entity, it is imperative to take into account all risks of future actions.
Based on the above, the following conclusions can be made:
- If it is impossible to register a legal entity in your own premises and if you need to purchase an address from third parties, you must necessarily conclude a lease agreement, as well as check the information provided on the website of the Federal Tax Service.
- If the regulatory authorities file complaints with the organization regarding the inconsistency of the legal and actual addresses, or the unreliability of the data already indicated, you can ask for a delay to eliminate errors in design. Typically, tax services are accommodating, provided that entrepreneurial activity is actually being conducted, and there are no signs of money laundering.
- A legal entity can be registered at the actual place of residence of the founder. If problems arise, you can defend your rights through the courts.
Often, entrepreneurs have difficulties at the stage of issuing a current account; a bank usually raises suspicions that the legal and actual addresses do not match. You can solve the problem by providing additional information about the right to use the premises where the legal entity is registered. face. In addition, it is necessary to carefully select banks for financial transactions, in a large and reliable organization the whole process is adjusted and checked, so many people choose Sberbank (for legal entities) to open a current account. Addresses in Moscow can be found on the official website or in the mobile application.