This article will focus on the procedure, which is reflected in paragraph 1 of Art. 83 of the Tax Code of the Russian Federation. This is the opening of a separate division of the organization. Here is a step-by-step instruction for this process, relevant in the realities of 2019. Let us analyze the terms for the registration of such units, the package of documentation necessary for this procedure, the fundamental conditions for its implementation.
Position of NK and GK
If a company has decided to expand its commercial interests, then it can translate it into the opening of separate divisions, that is, representative offices and branches in other regions of the country, according to Art. 55 GK. These units pursue the same goals as the parent company and solve similar problems. In addition, they are endowed with the same list of functions as the main unit. Or any part of them.
But this is the position of civil law. The tax position is somewhat different from it. According to the Tax Code, branches and representative offices, as well as separately separate divisions of LLC and PJSC, are separately distinguished. According to paragraph 1 of Art. 83 of the Tax Code, the organization is obligated to register each newly created separate branch at its location.
Definition of the word
The definition of this concept can be found in Russian legislation. In particular, this is Clause 2, Article 11 of the Tax Code. A separate unit is a branch of the organization whose actual location is different from the main legal address of this company. That is, it can be opened in another Russian region, city, urban or rural district. In other words, in another municipality.
A separate unit is a department of an organization in which there is at least a single stationary (permanent) workplace. Moreover, the period of its operation should exceed 1 month (in accordance with the provisions of Article 11 of the Tax Code).
The opening of a separate division means the creation of different types of branches of companies. They can be located in different regions of the Russian Federation, as well as in neighboring regions of the same city.
A vivid example: regional branches of capital banks, retail stores.
Registration for Tax Code and Civil Code
The opening of separate divisions is registered differently in accordance with the Tax and Civil Code. According to the Civil Code, only representative offices and branches of the company are registered. According to the Tax Code - any type of separate units. For example, at the location of the property, at the location of the KKM installation.
For the Federal Tax Service, a notice from the organization is enough that KKM or a property owned by this company is located on a subordinate inspection of the territory. The provision of such information is necessary to establish taxation.
If any company decides to regulate its separate division under civil law, as a branch, a representative office, then you need to prepare for a full-scale procedure.
Decision-making
The company decided to register a separate division. Before proceeding directly to this procedure, you will need to prepare a specific documentation package.
At the first stage of the process, the organization undertakes the following:
- Making a decision on the registration of a separate division by the governing body of this company. They are the board of directors, the meeting of shareholders or the supervisory board.
- Based on the decision taken by the governing body (it is presented in the form of a protocol), an order is already being drawn up on the creation of a branch or representative office.
Issuing an order
Before applying for the opening of a separate division, as we have already noted, the company management issues an appropriate order. The act reflects the following:
- Name of the created unit.
- The reason for its discovery. For example, the minutes of the general meeting of shareholders (indicating its date, number).
- Location of the new office.
- The head of this unit, who is appointed / removed from office by decision of the management body of the head office, the supervisory board or shareholders meeting.
- Indication of terms within which the new unit should be registered.
This order is mandatory certified by the head of the head office. The document acts as the basis for amendments to the constituent documentation of the company. In particular, in case of opening a branch or representative office.
Changes can be made out as the following:
- A separate document that will subsequently be attached to the memorandum of association or the existing charter.
- Release of a new edition of the constituent document.
Edition of the provision
Based on the above order, the following local act is drawn up. This Regulation on the approved new representative office or branch.
This document sets out the following:
- The powers of the new unit, its legal status.
- The activities of this department.
- The functions of this branch or unit.
- The structure of his administrative apparatus.
- Other aspects relating to its activities. For example, accounts of a separate division.
Who does the registration?
The legal entity is obliged to inform the tax inspection department of its decision no later than 1 month from the date of its adoption. For example, from the moment the minutes of the general meeting of shareholders were drawn up. According to paragraph 3 of Art. 83 Tax Code, such a new unit must go through two mandatory procedures: tax registration and inclusion in the register.
Actually, the registration of a representative office, branch, or other kind of units is carried out by the Federal Tax Service. A company representative applies to the tax office, which will be responsible for this branch on a territorial basis.
Required documents
So, the package of documents is submitted to the Inspectorate of the Federal Tax Service at the location of a separate unit. It must include the following:
- A copy of the decision of the governing body of the company on the creation of this representative office, branch and so on.
- Copy of the already approved regulations on the unit.
- A copy of the constituent documentation as amended. That is, a separate document or a new version of previous acts.
- A copy of the certificate of state registration of the parent organization.
- A copy of the order on the appointment of the head of the new unit, chief accountant.
- Copy of bank statements or payment order confirming payment of state duty. The document must be certified by the signature and official seal of the head of the credit institution in which the payment was made.
- Extract from the Unified State Register of Legal Entities regarding the parent organization.
- Application for registration of changes. Two forms stand out here: P13001 - regarding changes in the company's charter, P13002 - regarding changes to the USRLE.
Registration Features
As for the registration of other types of separate divisions, in addition to branches and representative offices, in such cases, the presentation of a package of documents is not required. Here the provisions of the Order of the Federal Tax Service No. MMV-7-6-36 @ (2011) apply. According to them, it is enough to provide the tax service with a message in the form C-09-3-1.
As for the documentation regarding the registration of branches and representative offices with the Federal Tax Service, all designated copies must be certified by a notary public. In the event that the activities of a separate unit will take place in a rented premises, in addition to the above, it is necessary to provide a copy of the lease.
Submission of documentation is possible both in paper and in electronic form - in the form of scans. But in this case, they must be certified by a digital signature.
Separate units are registered by the Federal Tax Service for 5 working days. They are counted from the actual submission of a package of paper documents to the tax inspectorate or from the moment scans arrive on the FTS server through an electronic document management system.
The document that confirms the fact of registration of the unit is the corresponding notice from the tax service.
Note that with such registration, a separate TIN is not assigned to a branch or representative office. Only the checkpoint will be excellent. When drawing up its own documentation, the unit will use the TIN of its head office. It will not act as an independent legal entity. But at the same time, a joint and separate balance of a separate division can be maintained.
Application
Let us consider in detail the preparation of a tax application regarding the registration of separate company divisions. The document is drawn up in the prescribed form C-09-3-1.
This is the standard form on sheet A4. Typically, company representatives do not have difficulty filling it out.
The document should contain standard data:
- TIN and PPC of the parent company or company.
- Full name of the main organization.
- Branch code of the Federal Tax Service.
- BIN of the parent company.
- The number of registered new units.
- F. I. O. of the manager, his TIN.
- Organization contact information - phone, official email address.
- The official seal of the company.
If the application is submitted not by the head personally, but by his representative, the latter is obliged to indicate his own personal data in the document. His authority, as a rule, must be documented. Usually they use a standard notarized power of attorney.
The document is submitted in duplicate. As a second, it is possible to use a copy of this statement.
The article presented the features of registration of separate divisions of companies. The procedure takes place in the department of the Federal Tax Service at the location of the branch and representative office. As for the other type of branches, it is enough to notify them with a tax message of the established form about their creation.
