Successful profitable business I always want to expand and increase by opening an additional structural unit for this. Or, for example, it is sometimes necessary to bring production capacity to sources of raw materials, withdraw "dirty" production from large cities, closer sales points to the consumer, reduce costs for resource and property payments. As one of the options for achieving these goals and the solution to the tasks facing the leadership is the opening of an additional office.

Decision to open a new structural unit adds work and issues as a manager (what legal status to endow the structural unit, how to register, where, what documents are needed) and to the accountant (how to keep records, how to take accounting reports, what to pay taxes for which you can get on fines). The newly created structural unit can be given to the legal status of the branch, representation or other separate division (hereinafter referred to as OP). Our article will discovery about other OPs, for example, a retail point.

1. What is a separate division

The concept of "branch" and "representation" is given in Art. 55 Civil Code of the Russian Federation. The concept of a separate division is indicated in Art.11 of the Tax Code of the Russian Federation - "... any territorially separated division from it, at the location of which stationary jobs are equipped. Recognition of a separate division of the organization is made regardless of whether it is reflected or not reflected in the establishment or other organizational and administrative documents of the organization, and from the authority that the specified division is executed. At the same time workplace It is considered stationary if it is created for a period of more than one month ... "

Separed division characterizes two signs - territorial separation and having a stationary workplacecreated for a period of more than a month.

2. A powered power of attorney is required

A separate division is created to fulfill the functions of the organization (all or their part) or to represent the interests of the organization and protect them at the place of their finding. However, OD is not an independent legal entity and therefore in order to enter into some legal relations on behalf of the head organization, it is necessary that all powers are spelled out not only in the constituent documents and regulations on other OP, but also in a proper proximity. For example:

• making transactions and other actions related to the current activities of the division. In this case, you can establish limitations. For example, provide the right to conclude agreements only a certain species or contracts, the maximum price of which is limited, and the like;
• opening bank accounts, performing operations by order of funds on these accounts;
• disposal of property that the unit is endowed or separate species property (for example, with the exception of real estate);
• conclusion and termination on behalf of the organization of employment contracts with persons held to work in a separate division;
• the right of the first signature of various documents issued in a separate division: accounting, financial documents, invoices, reporting, etc.;
• representing the interests of the organization in state bodies;
• the ability to serve individual powers to third parties, as the head of the unit does not always independently perform its functions for various reasons (for example, a business trip, illness, etc.).

Unlike branches and representative offices, the emergence of a separate division is not accompanied by amending the constituent documents of the organization, except for documents actually confirming the emergence of a stationary workplace (for example, a lease agreement and an order for the employment of a person who will be there). Moreover, when creating a separate unit, it is not necessary to approve the provisions on this separate unit, and you can also do without the appointment of the head of a separate division, without issuing a power of attorney (for example, you just hired several additional ordinary employees who will be in a remote office). Nevertheless, in practice, as a rule, the order of the head legal entity Still, it is published (the general meeting of the participants is not necessary for this). It is most advisable, as it seems to us, to publish an order for amending the staffing and organizational structure of a legal entity (if there is such).

3. Differences of the branch from a separate division

Our main differences were reflected in the table:

Important! The head of the Organization should also keep in mind when opening a structural unit, the fact that the presence of a branch or representation imposes a ban on the right to apply a simplified taxation system, which does not apply to other OP.

4. Order of the opening and closure of separate units

As for the registration of a separate unit, it is much easier than that of branches and representative offices (the registration of branches, we dismantled in the article "Registration of the branch of LLC").

So, registration of a separate division:

• easier! It does not require registration of the relevant decision of the founder;
• there is no need to make information on a separate division into constituent documents and to the register.

It is enough to get on tax accounting according to the rules of Art. 83 NK RF.

Opening procedure (registration) of a separate division

We remind you that we are talking about a structural division, separate from the main company.

4.1. Publish an order for opening a division. On the opening of the division, the Director of the Company publishes the corresponding order (see the completed example below) and issues a power of attorney to the head of the OP.

Order number ___
on the creation of a separate division

In connection with the development of the company and the need to expand its structure

Order:
1. Create from 01.07.2018, no change staff schedule, in the marketing and sales department, a separate division located at: 214000, Smolensk, ul. Soviet, d. 1, U1 office (hereinafter referred to as OP-CL).

2. The created separate division of the OP-CML is not a legal entity, a branch, representation, does not have an independent balance, does not have estimated and other bank accounts. Accounting, payment and submission of reports on taxes and fees is carried out by a headquarters - LLC "Example", centrally, at the place of its location.

3. The Company performs the following functions for managing a separate unit:

• determines the main directions of its activities, approves plans and reports on their implementation;
• carries out inspections of the financial and economic activity of a separate division;
• appoints and dismisses the head for the grounds provided for by law;
• determines the structure of a separate division;
• deciding on the termination of the activities of a separate division.

4. The management of the operation of a separate division of OP-CML is carried out by the head appointed by the Company's director. The head of the separate Division of the OP-CML is valid on the basis of a power of attorney issued and subscribed by the Company's director.

5. Head of a separate division:

• he has the right to conclude on behalf of the Company on the sale of goods, works, services produced by society, in the amount of up to 300,000 (three hundred thousand) rubles, and the crushing of contracts is not allowed;
• by proxy acts on behalf of the Company within the limits of the powers determined by the power of attorney issued by him;
• performs an operational management of the operation of a separate unit in accordance with the approved society plans;
• signs primary accounting documents and invoices issued by OPM (the right of first signature on documents);
• signs and presents accounting, tax, statistical reporting, reporting in extrabudgetary funds of the OD SML;
• presents the interests of society in the face of a separate division in relations with government agencies, local governments, in extra-budgetary funds, in tax authorities, in Rosstat authorities, in banks, insurance companies, in all institutions and organizations, regardless of the forms of ownership, citizens Russian Federation and abroad due to the activities of the OPM;
• within the existing powers, publishes orders and orders, gives instructions, mandatory for all workers of a separate division;

6. Responsibility. According to the obligations arising from the economic activity of a separate division, society bears unlimited responsibility to all its property, acts as the plaintiff and the defendant in court, arbitration (arbitration court). Claimed work is carried out by society.

7. Make changes to the organizational structure, acquaint workers with this order in terms of them relating to.

8. In his work, the created separate unit was guided by the Charter of LLC "Example", this order and instructions of the Company's director.

4.2. We notify the tax on the opening of the division.

The notification is filled in form No. C-09-3-1, which is surrendered to the IFTS at the location of the head company. IFTS at the location of the head company sent information into infance at the location of the OP. After receiving this message, the tax inspectorate at the location of the OP itself should put it on account within 5 (five) days. If you need to change information about the OP (for example, the change of legal address), the company must be submitted to "their" IFTS message. If the company opens some Separate divisions in one municipality, then a notice of the choice of inspection to take into account several separate units will be added to the registration package of OP. It must be submitted to the inspection in which all OP will stand on the month from the date of their creation.

Closing procedure (liquidation) of a separate division

4.3 Let us give an order to eliminate a separate division (completed example below).

Order number ___
on the elimination of a separate division

"___" ___________ 2018 g ._______________________

Due to the non-fulfillment of planned indicators

Order:
1. Liquidated from 01.11.2018 a separate division located at: 214000, Smolensk, ul. Soviet, d. 1, U1 office (hereinafter referred to as OP-CL).

2. Head of Sales Department Ivanov I.I. Develop and approve the procedure for the elimination of the OP-CML, to organize the liquidation process: Rent, utilities, Transfer of debt, dismissal of employees, removal of property.
3. Chief Accountant LLC "Example" Semenova S.S. Conduct a complete inventory of the OP-CML, to rent accounting and tax reporting, make all the calculations with the Employees, to remove a separate division from the record.
4. Control over the execution of the order lay on the head of the legal department of Petrova P.P.

4.4. We inform employees about dismissal to reduce the state or in connection with the liquidation of the organization (Art. 81 of the Labor Code of the Russian Federation). The second option is admissible solely upon the condition that the unit is located in the area other than the location of the head organization and other branches of the company. IN otherwise The employer will have to make a reduction. It is possible to dismiss due to the elimination of any employee - even a pregnant woman. When reducing the state, the employer agrees not only for the provision of guarantees of Art. 180 TK RF, but also to comply with the rules of Art. 179 of the Labor Code of the Russian Federation on preferential leaving at work.

4.5 Notify IFTS on the liquidation of the unit. Apply in the form No. C-09-3-2 in the inspection on the location of the company's head office within 3 (three) working days from the date of termination of activities through another ordinary separate division. The company will be discontinued at the location of other separate divisions - within 10 (ten) working days from the date of receipt of the inspection report on the termination of activities.

5. Accounting in a separate division

5.1. There are two ways to conduct accounting In organizations with separate divisions - centralized and decentralized.

In the first way, the accounting of all operations is leading a headquarters. For this, each OP transmits it all primary documents, both obtained from counterparties and formed by his employees. Based on these documents, the accounting of the headquarters reflects data in centralized accounting.

With the second method, the OP is accounting independently. The headquarters reflects in its accounting only the financial and economic operations directly implemented by it. At the same time, the accounting statements as a whole on a legal entity is drawn up by summing the indicators of the accounting registers of the head organization and the OP.

5.2. The accounting procedure for economic operations depends onAllocated OP to a separate balance or not. In the first case, accounting is conducted decentralized, in the second - centrally.

Op is not allocated for a separate balance

The rules of paper-turnover (composition, transmission deadlines, responsible persons) between the head organization and OP are approved in accounting policies. In terms of the deadlines established by accounting policies, OP transfers the head organization Primary accounting documents on the basis of which accounting records are made in accounting for a head organization. The transfer of primary documents is made according to a special independently developed and approved registry. Accounting reporting on such an op is not compiled separately.

OP allocated for a separate balance

OP on a separate balance sheet accounting independently, but the obligation to apply accounting methods reflected in the accounting policy of the headquarters are maintained. A separate balance of OP is a list of indicators, with which its property and financial situation reflects to compile the accounting statements of the organization as a whole.

It should be noted that the document management schedule between the head organization and allocated to a separate Balance of the OP, the working plan of the accounts, as well as the forms of documents developed by the Organization on their own, are approved by accounting policies.

The exchange of information between the head organization and the OP occurs on the basis of the Avizo document. Unified Avizo form does not exist, the organization develops it independently, and records in accounting policies. Avizo is drawn up for cases when the parent organization is not involved in the operations carried out, and vice versa. Each aircraft is made copies of primary documents confirming the operation. The accounting statements of the organization as a whole should include indicators of the activities of the OP (including allocated to individual balances).

5.3 Features of taxation in op

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Various approaches to the definition of civil and tax codes are allocated to the Civil and Tax Codes. The Civil Code is based on the requirement to make information on such structural formations to the statutory documentation and the EGRULT. In the Tax Code of the Russian Federation, this condition is not customary to relate to the category of meaningful, a separate unit is identified by the presence or absence of a stationary workplace and territorial remoteness from the head office.

A separate enterprise - what is it?

The separated division of the Tax Code of the Russian Federation treats as an organization relating to a specific legal entity, but having a different address from it (paragraph 2 of Art. 11 of the Tax Code of the Russian Federation, the letter of the Ministry of Finance, dated on August 18, 2015 under No. 03-02-07 / 1/7702) . The second prerequisite is the arrangement of a place to work for a period exceeding the one-month period, and has signs of stationary.

The decision of 13.10.2008 No. 296P (Article 12) and the norms of the law 167-ФЗ dated December 15, 2001 (Article 11) clarify what a separate unit means to determine the structure responsible for the payment of insurance premiums. A separate legal entity division of 2017 legislation identifies as a separate payer of insurance premiums with the obligation of reporting if the requirements are fulfilled:

• availability of an open account;
• the staff provides an accounting position for salary accrual.

What is a separate division of the organization regarding the concept of stationary workplaces - letters of the Ministry of Finance 03-02-07 / 1-20 and No. 03-07 / 01-50 dated January 18, 2012 and March 1, 2012, respectively . The workshop should meet the standards for providing normal working conditions, create conditions for the implementation of labor function to personnel. A separate division involves the presence at the object of officials, but the number of time spent throughout the day does not matter.

The functions of a separate unit can be performed by employees if:

• labor relations with the employee are officially registered;
• the staff division works outside the head office;
• the organization can control the state of the workplace.

Is it necessary to notify the tax when a separate division opens?

The structure consistent with the requirements of the NK and registered in the IFTS is recognized as a separate division of the organization. Their creation, closing or change of the list of powers for them is carried out under the condition of the obligatory subsequent notification of the tax inspection bodies (paragraph 2 of Art. 23 NK).

A separate structural unit is a branch of the organization, the appearance of which tax authorities should be recognized within a month. When you make changes to the information about the unit in the IFST, the relevant information is submitted within a three-day period. Separate units of the legal entity are implemented using a special form of notification approved in order No. MMB-7-6 / [Email Protected] June 9, 2011.

Types of separate divisions

Civil Code of the Russian Federation accommodates the concept of a separate division in two forms (Art. 55):

1. Representation located on the territorial distance from the head organization. His task is to represent the interests of the superior legal entity and the implementation of their protection if necessary.
2. The branch is a separate unit, differing from the head structure by the location, endowed with the right to fulfill the functionality of a legal entity or representative offices.

A separate division of Ltd. implies the assignment of the governing link by the head organization. The legal basis for the activities at the head of the branch or representative office will be the power of attorney of the Jurlitz. A separate division does not imply the appearance of the status of the sole executive body from his head, so the activity will be carried out on behalf of the whole organization, and not the divisions.

When should I create a separate division?

The main reason for creating any of the forms of a separate structure is the need to implement economic operations not only at the place of registration of the enterprise. A vivid example is a large trading organization with storage rooms in different locations. Situations are allowed when a separate division opens in the same city as the head office. For this case, it is necessary that the actual address of the division differ from the legal.

In which cases a separate division opens:

• during trading in different cities;
• when creating several storage points of goods with the introduction of a storekener's position or guard for each of such objects;
• when organizing work through branches and offices.

The presence of the company in new territories is necessary for the development of market niches. However, the opening of the division often causes many questions. These structures suggest taxizing the taxes that need to register correctly and reflect in accounting.

What is a separate division?

Separed division of the company - This is a territorially separated structure in which there are jobs with an appropriate level of the organization. The latter is presented additional requirement - They must be stationary. Legal status A separate division is endowed only when it opens for a period exceeding the month.

The division is recognized as separately even if its appearance is not recorded in constituent and administrative documentation. It also does not matter a list of powers that are assigned to the structure. The latter rule is reflected in paragraph 2 of Article 11 of the NK.

Signs of a separate division

OP meets two main characteristics:

• On its territory there are stationary jobs. They will be operated for at least one month.
• The structure is located in the territorial distance from the main office.
• The division must be created by the company itself.

IMPORTANT! Under the workplace, under Article 209 of the TC, it is understood to be the place for which an employee comes to fulfill its official functions. The workplace must be monitored by the employer. For these standards, work at home is not suitable. An employee's apartment cannot be considered a workplace. For these signs, the work of the cleaner hired for cleaning the client's office is also. Such a "division" was not opened by the head office. Premises for work were not rented, not purchased. Therefore, in this situation there are no signs of a separate division. Payment terminals, ATMs also do not include payment terminals.

The signs under consideration are determined on the basis of the following factors:

• conditions prescribed in the contract;
• relationship between workers and organization.

Under territorial isolation is understood as the situation in which the addresses of the head office and its divisions differ.

Opening features and goals

OP can be created in order to present the interests of the company and their protection. It usually opens for the following purposes:

• A legal entity was registered, but the leaders did not remove the office. All correspondence comes to the legal address. That is, to the address of the owner of Yul. But with the beginning of the functioning of the organization it is difficult to work in a similar order. The actual location will be required.
• It was decided to expand the business, mastering markets in other cities.

If the additional structure is part of the functions of the main office, it makes sense to open a branch.

Varieties

A separate division includes two forms:

• Branch. Takes part of the features of the head office. His activity is relatively universal.
• Representation. Represents the interests of the organization, protects them.

In most cases, it makes sense to open the branch. This is a broader concept that makes it imposing various functions on the division. Regardless of the selected form, the OP will act on the basis of the rules approved by the main office.

How to open a separate division

To open the OP, the creation of internal documentation will be created. It includes, signed by members of the Board of Directors or representatives of the Assembly of Auctioneners. The order indicates the information:

• name of op;
• primary document, on the basis of which a division is created (for example, a protocol of the meeting of the Board of Directors);
• location of the OP;
• head of a separate structure;
• the term of registration.

The order should stand the signature of the head of the central office. Then the position is created on the OP. It indicates the following data:

• the powers of the unit;
• functions;
• activity;
• composition of the management state;
• other points related to work.

Only after the creation of all internal orders can be started at the registration and other legal actions on design.

Do you need to register a separate division?

The formation of the OP should notify the tax authority. But registration in the FIU and insurance companies is not always needed. This is a mandatory measure only with the following circumstances:

• The presence of a selected balance.
• Open current account.
• Accrual of wages.

If all the listed features are absent, then it is not necessary to register a separate division.

Creating OP from the point of view of taxation

The creation of the OP entails certain tax consequences:

• tax registration;
• need to pay fees;
• calculation of fees at the location of the OP.

In 2 Article 23 of the NC, it is indicated that the owner of the unit is obliged to notify the tax authorities on its formation. In the opposite case, a decision will be made on the sanctions in the form of tax or administrative responsibility. The dimensions of fines range from 10 thousand rubles to 30 minimum wages.

IMPORTANT! The law states that if the taxpayer has already been recorded, to additionally join it due to the opening of the OP is not required. This rule was established by paragraph 39 of the Resolution of the Plenum of February 28, 2001. It implies cases when OP is open on the territory municipal Educationwhere the head office is located.

Timing

For registration required to submit. It is provided, according to 23 and 83, the article of the Tax Code, on the following dates:

• Within 30 days from the date of reorganization or liquidation.
• Within 30 days from the date of creation of the unit.

You need to go to the tax authority at the location of the OP.

Do you need to go to the tax, if a separate unit does not lead activities?

The tax legislation adopted the rate that can read DVOHO. If you take it literally, then the tax does not need to submit applications until the unit is started to conduct activities. However, this solution may be fraught with a company.

The law says that the application must be filed within 30 days after the opening. If the OP will begin its activities after 2 months and will be put on accounting in this period, set time Application will be reduced.

IMPORTANT! You need to report not only about opening, but also on the closing of the OP. The application for liquidation is compiled by software.

Summary.
The opening of the division is taken into account in the tax inspection and other bodies. The new structure must be registered on the time being, otherwise you will have to pay a fine. There are clear signs of OP, on the basis of which education receives the corresponding legal status. If all the signs are not present, then the formed structure cannot be considered a separate division.

It happens that in the newly educated LLC, there is not no own or leased office. In this case, it is listed only at the 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 instances, comes on time - it is not scary. However, when Ltd. begins to function, the need for the actual location of the location appears.

Registration is required? Only our specialists guarantee energy savings and money when creating a new LLC.

In some cases, the nature of the organization's work allows you to deal with remotely, directly from the house, but when it comes to stores, warehouse and office spaceThe activity of the enterprise begins to mean work at. Such a situation implies the need to open a separate division.

Or other situation. You need to expand your business, beyond the hometown. What kind of activity was not discussed, you will need to legally correctly arrange, a new place.

There are several options for such design. You can register a branch, representation or a separate division. This article will talk about the latter.

Separed division: It implies the presence of at least one "inpatient" workplace. Under the workplace implies conclusion labor contract With an employee, at least one month. The work should be monitored by the employer, and the worker himself is at its workplace, according to his official duties. (Foundation: Article. 209 TC)

Consequently, the warehouse without a permanent employee there is not considered a separate division. Similarly, not considered a separate division: payment terminals, ATMs and the like.

The hired workers with which cooperation is carried out remotely is also not considered "stationary". Therefore, for conclusion with them agreements, no need to register a separate division.

Important! If you are individual entrepreneurYou should not register separate divisions. By law, IP has the right to lead their activities anywhere in the country, without binding to place from registration. If the entrepreneur works on ENVD or using a patent, it should be registered with the tax service at the place of entrepreneurial activities.

How to open a separate division for LLC, suitable for USN

According to Article 346.12 of the Tax Code of the Russian Federation, the preferential simplified tax system cannot be applied to organizations registered branches and representative offices. This is a lawsager question: how should the design of a separate enterprise, so that it remains for the right to the USN?

This is what is said in tax, labor and civil code.

• According to Art. 11, NK, a separate division of the organization is any territorially separated from this organization a division in which fixed jobs are equipped.
• According to Art. 55, GC, separate enterprises are characterized as separate divisions, in the form of representative offices and branches.
• (It turns out that according to the GC, it is not clear what types of, except for representative offices and branches may have separate divisions.)
• According to Art. 40, TC collective contracts, may be in the organization as a whole, in branches, representative offices and other separate structures.

Considering all of the above, it suggests that the clear definition of a separate enterprise simply does not exist. It turns out that when registering, the main task will be avoided what is characteristic of branches and representative offices.

The following characteristics of branches and representative offices are prescribed in the legislation:

• Representation is a separate division of a legal entity located outside its location. It represents interests and protects the legal entity
• The branch is a separate division of a legal entity located outside the place of its location. The branch carries out all or some of the functions, including the functions of the representative office.
• Representative offices and branches are not legal entities, their data should be prescribed to the register, and in the Charter of the Organization.

Such details are necessary, since if you do not understand this issue, the head, it is not realizing himself, can register a separate unit as a branch or representation, which to deprive its ability to carry out the activities of the Organization on HSN.

The organization can be classified as operating on the basis, from the moment of creation (beginning of the quarter) of a separate division possessing characteristic features branch or representation. And on the basis, the organization will be entrusted with the obligation, to charge all tax fees of the general regime.

Features of the opening of branches and representative offices of LLC

Taking into account all the above, it is reasonable to know which signs are distinguished by the branch and representation.

1. In the LLC Charter, the actual creation of a branch or representation is registered. (By itself, the ability to create a branch or representation, which can also be spelled out in the Charter, does not affect the tax system)
2. The Head Organization approved the Regulations on branches and representative offices.
3. At branches and representative offices, there is a designated supervisor acting by proxy.
4. Designed internal normative documents, regulating the activities of a branch or representation.
5. Both branches and representative offices are in the interests of the head organization to third parties, in courts and other instances.

We conclude: what to be eligible for USN, it is necessary to control that the created separate unit may not have the above signs of a branch or representation. Also, in the provisions on separate divisions, it should be noted that it is not a branch and representation, and does not have such signs, is not engaged in economic activities independently. The director of the LLC is managed by a separate division, and the director is not appointed.

Registration of separate divisions of OOO in Tax Inspectorate

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

Consequently, when registering separate divisions of Ltd.:

• Inform the tax authority in which the head organization is registered (form No. C-09-3-1);
• Putting into a tax inspection, at the address of finding an open unit, if the address of the tax service differs from the on which the parent organization is registered.

In the case when several separate divisions on the territory of one municipality are recorded at once, but in the territories of various tax inspections in the department, all units can be registered on the territory of the tax inspection of one of them. For example, in one city there are several tax services, and the organization in this city is planned to open four stores that are located on the territory of different NAs, in this case, you can register all four stores as separate divisions in the same tax service.

If a separate division is changing the address of finding, it should be informed about this with an indication of the new address in nor (form No. C-09-3-1) at the place of accounting of the division.

Setting separate divisions of LLC

Register a separate division in the foundations at the location of the location, it is necessary if a separate balance will be conducted in it, an account will be opened and the accrual of payments to employees will be planned. Registration must be held within 30 days.

The pension fund needs to submit the following documents:

• Certificate of registration in tax;
• Notification of registration of Ltd. Ltd. in the territory of the FIU;
• A package of documents confirming the opening of a separate division, as well as the current account and balance sheet.
• registration application (original)

What would register in the Social Insurance Fund, it is necessary to provide copies (notarized) of the following documents:

• Certificate of tax accounting;
• Testimony Grül;
• Order on the opening of a separate division, documents confirming the availability of the current account and the opening of the balance;
• Letter from the state statistics of Rosstat;
• Notification of tax accounting;
• The only original is a registration statement;

It is noteworthy that simplified tax and insurance fee for the employees of a separate unit is paid at the site of registration of the head office, and NDFL, on these employees, is held at the place of registration of a separate unit.

Responsibility for violations when opening a separate division

The following violations of the registration period of separate divisions entail penalties:

• The deadline for filing a report on tax accounting is 10000 rubles. (Art. 116 NKRF);
• A separate division is functioning, but not put up - fines will be 10% of income, for the period of activity without registration, plus 40000 rubles. (Article 116 of the NKRF);
• The dates of registration in the pension fund - 5000 rubles are violated. and 10,000 rubles. (in case the registration delay lasts more than 90 calendar days); (Article 27 No. 167-FZ dated December 15, 2001);
• Similar fines are provided for violations of registration terms in the Social Insurance Fund 5000rub. and 10000rub. Accordingly (ST19 No. 125-FZ of 24.07.98).

Procedure for the opening of a separate division

1. It will be convinced that you are registering precisely a separate unit, not a branch or representation. (Another registration algorithm)
2. Check whether the jobs are stationary (more than a month created for a period, employees are present there according to the employment schedule).
3. Within 30 calendar days, to inform the tax authority of the parent company, on the registration of a separate unit (form No. C-09-3-1)
4. Within 30 calendar days, making registration in the FPR and FSS, in the case of a separate division of its own settlement account and balance sheet.
5. All changes (address, name), report within 3 days in the tax service, on the territory of registration of a separate unit (form No. C-09-3-1)

Let's summarize. Most often, the registration of a branch or representation may not be justified at all. Significantly easier and faster to register a separate unit, organizing a stationary workplace.

The necessary documents, just to assemble, and the process of registration itself, occurs in the local tax service (at the place of registration of the head office).

The entire design process may take just a week.

In civil legislation, representative offices and branches (Article 55 of the Civil Code of the Russian Federation) are counted for separate departments. At the same time, the first to represent the interests of a legal entity and carry out their protection. But the branches carry out functions (or part of them) of a legal entity, including the functions of representation. And neither the other are actually legal entities. At the same time, they are endowed with the property that created their legal entity and operate on the basis of approved provisions. Keep in mind that offices and branches should be indicated in the constituent documents of the legal entity created.

If we consider tax legislation, then a separate division of the organization is any territorially separated division from it, at the location of which stationary jobs are equipped (paragraph 2 of Art. 11 of the Tax Code of the Russian Federation). At the same time, the recognition of a separate division of the organization is made independently of whether or not reflects its creation in the constituent or other documents of the Organization. In turn, the workplace is considered stationary if it is created for a period of more than one month.

As you can see, the Tax Code contains two necessary criteria that distinguish a separate division of the organization:

• territorial isolation;
• availability of stationary jobs.

Stationary jobs

If the organization does not create equipped jobs for its employees or the duration of work in one settlement lasts no more than one month, then the company's activities do not lead to the creation of separate divisions.

Financiers in a letter dated December 11, 2007 No. 03-02-07 / 1-478 said that under the equipment of a stationary workplace imply the creation of conditions for the execution of employment duties, as well as the very fulfillment of such duties. In this case, officials referred to arbitration. In another clarification of officials, it is said that the timing of travel of specific workers sent to electrical workDo not change the time of the Company's activities in the region where the relevant object is located (the letter of the Ministry of Finance dated 04.05.2007 No. 03-02-07 / 1-216).

It is quite indicative of an example with enterprises that provide security services. In this case, to address the issue of either the absence of a separate division, financiers advised to take into account the content of such services, the actual nature of the relationship between a private security company and its customer and other circumstances of the enterprise of activity (the letter of the Ministry of Finance dated 04.05.2007 No. 03- 02-07 / 1-214). At the same time, officials believed that if, at the place of the provision of services, security posts, possessing the signs established by Article 11 of the Tax Code, the Society is obliged to register as a taxpayer in the tax authority for each location of their location (the emails of the Ministry of Finance of January 18, 2002 . No. 04-01-10 / 1-5 and UMNS in Moscow dated January 29, 2003 No. 11-14 / 5523).

In our opinion, an organization that commits its employees to fulfill work, in principle does not equip fixed jobs. The fact is that the workplace is a place where the employee must be or wherever he needs to arrive in connection with his work and which is directly or indirectly under the control of the employer (Art. 209 of the Labor Code of the Russian Federation). At the same time, the staff of the working time and the time of recreation of those enterprises in which they are sent (paragraph 8 of the Ministry of Finance of the USSR, the State Protection of the USSR and the Central Bank of April 7, 1988 No. 62 "On official business trips within THE USSR"). It turns out that a company that sends its employees on a business trip is not able to control jobs equipped with a counterparty. Creating a workplace is possible only when the organization has appropriate rights (ownership or right of use) to the object. Moreover, the lease agreement is not proof, unconditionally confirming the fact of the creation of stationary jobs (Resolution of the FAS North-Western District of October 15, 2007 No. A56-40913 / 2006).

Territorial separation

Back in 2004, the financiers responded to the question that is territorial separation. So, the division located on a separate territory, other than the organization itself, should be considered geographically separately. We are talking about another address, not specified in the constituent documents as the location of the taxpayer itself (emails of the Ministry of Finance dated December 22, 2004 No. 03-03-01-04 / 1/184 and from 09/22/2004 No. 03-03-01 -44/1/55). In turn, in the letter of the Ministry of Finance dated April 21, 2008 No. 03-02-07 / 2-73 it is clarified that the unit is a territorial-separated from the head organization if it is located in the territory where tax accounting and tax control performs Another inspection than the one in which the organization is registered as a taxpayer.

We remind you that according to paragraph 9 of Article 83 of the Tax Code in the event of difficulties in organizations, the decision-making of the decision was made on the basis of the data provided by the IFNS (letter of the Ministry of Finance of July 10, 2008 No. 03-02-07 / 1-271) .

Tax Inspection Registration

The organization is obliged to register with the tax authority at the location of each of its separate division (paragraph 1 of Art. 83 of the Tax Code of the Russian Federation). Nevertheless, there is an exception from this rule. Here we are talking about the situation when this firm is already registered with the tax authority, on the territory of the municipality of which this separate unit was created (paragraph 4 of Art. 83 of the Russian Federation).

The application for registration should be submitted within one month from the date of creating a separate division into the tax authority at the place of its location (paragraph 4 of Art. 83 of the Tax Code of the Russian Federation). In this case, a form number 1-2 should be used "Application on registration of the Russian organization in the tax authority at the location of its separate division in the territory of the Russian Federation", approved by the Order of the Federal Tax Service of Russia dated December 1, 2006 No. SAE-3 09 / [Email Protected] (hereinafter referred to as Order No. SAE-3-09 / [Email Protected]). Moreover, the tax authorities finally agreed to accept statements signed by authorized representatives of organizations. True, in this case you will have to apply a copy of the proper proximity, according to which this person acts on behalf of the organization (letter of the Federal Tax Service of Russia of November 20, 2007 No. SK-6-09 / [Email Protected]). Simultaneously with the statement, the organization submits copies (certified in installed manner) Certificate of registration with the tax authority of the organization at the place of its location and documents confirming the creation of a separate unit (paragraph 1 of Art. 84 of the Tax Code of the Russian Federation).

In turn, the tax authority is obliged to register the organization at the place of finding a separate division within five days from the date of submission of all documents (paragraph 2 of Art. 84 of the Tax Code of the Russian Federation). The result will be a notification - form No. 1-3-accounting "Notice of registration of the Russian organization in the tax authority in the Russian Federation", approved by order of 01.12.2006 No. SAE-3-09 / [Email Protected]

Keep in mind that organizations are obliged in writing in writing in writing in writing to the tax authority at the place of its location about all the separate units created in the Russian Federation (sub. 3 of paragraph 2 of Art. 23 of the Tax Code of the Russian Federation). In this case, we are talking about the form No. C-09-3 "Message on the creation (closing) in the territory of the Russian Federation of a separate unit", approved by the Order of the Federal Tax Service of the Russian Federation of January 17, 2008 No. MM-3-09 / [Email Protected] "On approval of the forms of reports by taxpayers of information provided for in paragraphs 2, 3 of Article 23 of the Tax Code of the Russian Federation". Moreover, this rule concerns those companies that have already been registered with the tax authority, on the territory of the municipality of which a separate division was created (the emails of the Ministry of Finance of June 11, 2008 No. 03-01-15 / 7-227, from 07.03.2008 . No. 03-02-07 / 1-90, from 06.03.2008 No. 03-02-07 / 1-84). Thus, registration of the organization at the place of finding such a separate unit will be carried out by the tax inspectorate on the basis of the report on its creation, aimed at the inspection at the place of its location (emails of the Ministry of Finance dated 24.05.2007 No. 03-02-07 / 1- 253, dated 04/18/2007 No. 03-02-07 / 1-187).

Keep in mind that in the event of a change in the location of a separate division, the organization is obliged to carry out the procedure for closing and opening a separate division. Officials explain this by the fact that the legislation did not establish the procedure for accounting in the tax authorities of separate units of organizations in connection with the change in locations of their location (the letter of the Ministry of Finance of the Russian Federation of July 14, 2008 No. 03-02-07 / 1-278).

Registration in Foundation

Pension Fund

Registration as a policyholder is subject to separable units having a separate balance sheet account and accrunetary payments and other remuneration in favor of individuals (paragraph 6 of the registration procedure in the territorial bodies Pension Fund The Russian Federation of Insurers who produce payments to individuals approved by the Resolution of the RFP Board of 19.07.2004 No. 97P, hereinafter referred to as the order of registration in PF).

For this, the company should be applied to the territorial body of the FIU at the location of the separate division. Registration is carried out on the basis of information contained in the Unified State Register of Taxpayers and submitted by the tax authorities to the Insurer Authority (FIU Management) at the location of a separate division no later than 5 days from the date of receipt of the specified information. Further, the organization is directed to the corresponding notice in 2 copies, one of which is submitted to the territorial body of the FIU at a time of finding an enterprise (paragraph 11 of the Registration Procedure in the FIU).

Social insurance fund

Registrations are subject to legal entities at the location of their separate divisions, which have a separate balance sheet, a settlement account and accrunetary payments and other benefits in favor of individuals (sub. 1 of paragraph 1 of the Registration Procedure as insured legal entities at the location of separate divisions and individuals in the executive bodies of the FSS of Russia, approved by the FSS decision of 23.03.2004 No. 27, hereinafter referred to as the order of registration in the FSS).

In this case, registration takes place in the regional department of the Fund (branch of the regional branch of the Fund) at the location of the separate unit (paragraph 3 of the Registration Procedure in the FSS). The basis is a statement of registration as an insurer, submitted within 30 days from the date of creation of a separate unit (Art. 6 Federal Law dated July 24, 1998 No. 125-FZ "On compulsory social insurance against accidents at the production and occupational diseases"). The application form can be viewed in Appendix No. 1 to the registration procedure in the FSS.

Also, you will also need copies of the following documents (p. 9 Registration Procedure in FSS):

• certificate of state registration of a legal entity;
• certificate of registration of a legal entity for tax inspectorate;
• notice of registration with the tax authority at the location of a separate division;
• documents confirming the creation of a separate unit (charter of a legal entity containing information on this unit; the provision on a separate unit; power of attorney issued by the organization by the head of a separate division);
• notice of registration as a policyholder of a legal entity issued by the regional branch of the Foundation at the place of its location;
• information letter of the State Statistics Service, containing information on the types of economic activities carried out by a legal entity at the location of a separate division.

If at the time of submission of an application for registration from a separate unit, bank accounts have already been opened, then you will have to provide a certificate from the credit institution on the specified account (paragraph 11 of the FSS Registration Procedure).

When registering in the regional offices of the Foundation, the branch within a two-day period sends the documents submitted by the Insurer to the Regional Office of the Fund. In turn, the structural division of the regional branch of the Fund for no more than five working days from the date of receipt of documents is registered with the legal entity at the location of the separate unit (paragraph 14 of the FSS Registration Procedure). The insurer is sent to the appropriate notice of registration and notification of the amount of insurance premiums for compulsory social insurance against accidents at work and occupational diseases.

Mandatory Medical Insurance Fund

The organization is also obliged to register as an insurer in the territorial foundation at the location of each separate unit (clause 5 of the regulation of insurers in the territorial fund of compulsory medical insurance under compulsory health insurance, approved by the Government Decree No. 570, further - Registration Rules in TFOMS).

The basis for registration is a statement drawn up in the form specified in Appendix No. 1 to the Rules for Registration in TFOMS. This application is submitted to the Territorial Fund within 30 days from the date of creation of a separate division.

Also, for registration simultaneously with the application, copies (witnessed in a notarial) of the following documents are submitted:

• documents confirming the creation of a separate unit (constituent documents containing information on the creation of a separate division, or an order (order) on the creation of a separate unit and the provision on a separate division);
• documents confirming the execution by the organization of the obligation to pay the tax enrolled in the funds of compulsory medical insurance;
• certificate of registration of the organization as an insurer in the territorial foundation at the place of its location.