How to register a structural unit. How to open a separate division of LLC
Every modern company that needs to expand the scope of its activities has the right in the Russian Federation to open various separate divisions, represented by representative offices or branches. They are assigned a specific individual address. They are endowed with a specific legal status indicated in the name. They are provided with various rights and obligations listed in Art. 55 Civil Code. But at the same time, the owners of the organization must have a good understanding of how the registration of separate divisions is carried out. The procedure involves the transfer of numerous documents to the Federal Tax Service and other government funds and organizations.
Division concept
It is represented by a representative office or branch of the main company, which needs to expand the territorial scope of its activities. To open such a unit, the following conditions must be met:
- the branch must be geographically distant from the main company;
- It is possible to equip workplaces with the necessary equipment for specialists to perform their job duties.
Registration of a separate division does not imply the opening of a new independent company, therefore it is not assigned the status of a legal entity. Such a branch does not have any legal independence. All goals, nuances and tasks of the work are developed exclusively by the parent organization. The company itself handles accounting and tax accounting for all representative offices.
Legislative regulation
The process of opening different divisions is strictly regulated by various legislative acts. These include:
- Art. 11 of the Tax Code contains the basic definitions of such a production structure, and also describes the characteristics that it must have;
- Art. 19 of the Tax Code states that branches of any organization must pay taxes based on the results of their activities;
- Art. 288 of the Tax Code indicates that work must be carried out at the registration address;
- Art. 23 and art. 53 Tax Codes describe the rules for registering a unit, and also provide the responsibility applicable to the company’s management when serious violations are detected;
- Art. 55 of the Civil Code determines the difference between a branch and a representative office;
- Federal Law No. 129 contains information on how companies should register their divisions correctly, and also lists government organizations that must be notified about this.
If any of the above legislation is violated, the company will be held liable.
What do you need to know?
Managers who decide whether to open a division must have a good understanding of how to go about this process. You need to focus on Art. 11 of the Tax Code, which specifies all the basic requirements for such a branch.
Optimal functioning is allowed if the following requirements are taken into account:
- the company's constituent documents must include information about the registration of separate divisions;
- the owners of the enterprise are required to approve a special Regulation containing information on the nuances of the functioning of the representative office;
- the head of the division is appointed, for whom a power of attorney is issued, allowing him to perform various actions related to the management of the branch;
- Special internal documentation is issued by the company's management, the main purpose of which is to define the rules, functions and features of the functioning of each division.
When opening a division, the management of the company independently decides whether a branch or representative office will be formed. The branch is located at its own individual address. He performs all the functions of the main enterprise, and also represents it under Art. 55 Civil Code. The representative office is distinguished by its geographical isolation from the parent company. Its main purpose is to represent and protect the interests of the organization.
Why are additional divisions being opened?
The need for this process may be due to various reasons. Most often, registration of separate units is required in the following situations:
- the company plans to expand its territorial scope of activity, so it needs to reach as many people as possible within its target audience;
- the company is pursuing an aggressive policy, so it is necessary to cover a completely specific territorial region;
- regions are selected where it is most profitable to carry out activities in a particular direction;
- it is necessary to satisfy the demand of customers living in other cities;
- widespread promotion of the brand in different cities of Russia;
- reducing the risk of bankruptcy, since production facilities can be moved in different cities, and if one of the divisions is unprofitable, it can be supported in times of crisis by funds coming from other regions.
The registration process of any representative office should be carried out only taking into account the basic provisions of the law. If an individual address is assigned to a production structure, and work is planned for a month or a longer period of time, then registration with the tax office of a separate unit is absolutely necessary. This requirement is contained in Art. 23 NK.
Registration process
Initially, the management of the company must make an appropriate decision on the basis of which it is necessary to open a branch or representative office. Step-by-step instructions for registering a separate division involve performing successive steps. Each of them is important and is therefore recorded in official documents. These stages include:
- a meeting of the founders of the enterprise is formed, at which the need to open a division is considered;
- an appropriate decision is made, documented in the minutes of the meeting;
- an order is issued;
- the form of registration of a separate division is selected, since it can be a branch or representative office of an enterprise;
- the optimal place for work is determined, which is equipped with all the necessary means so that workers can cope with their main responsibilities;
- within 30 days after the division starts operating, it is required to submit a notification to the Federal Tax Service, for which the standard form C-09-3-1 is used, and the tax office at the location of the branch is selected for this purpose;
- further, it is required to register the division with the Social Insurance Fund and the Pension Fund, but this is required if the branch has its own bank account, it draws up its own balance sheet, and there are also employees for whom funds must be transferred to the funds;
- If, during the operation of a structural unit, the name of the unit or its address changes, then the Federal Tax Service must also be notified about this.
The process is not considered too complicated if you understand it well. Registration with a separate tax division is required. If this is not completed in a timely manner, the company will be subject to administrative liability.
What documents are needed?
Before the actual registration process, the company’s management must take care of preparing certain documentation.
Documents for registering a separate division with the Federal Tax Service:
- passport of the company representative, who must be one of the owners of the company;
- if a trusted person is involved in the process, then he must have a power of attorney certified by a notary;
- order on the organization of the unit;
- certificate of registration of the enterprise with the Federal Tax Service;
- application for registration of a branch.
All these documents should be submitted to the Federal Tax Service. If you need to contact the Pension Fund, the following documentation is submitted:
- certificate of registration of the company itself with the Pension Fund;
- a copy of the order to create the unit, and it must be notarized;
- an application, the formation of which will require a special form issued by the Pension Fund.
Based on these documents, the company representative receives a notification about the registration of the branch.
Registration of a separate unit with the Social Insurance Fund involves the preparation of documentation:
- order to open a representative office;
- constituent papers of the company;
- notification from the Pension Fund about the registration of the unit;
- certificate of registration of the company with the Social Insurance Fund.
Based on this documentation, employees of the institution issue a special notice confirming that the branch has acquired the status of an insurer.
Registration deadlines
The duration of the procedure depends on how correctly the successive steps are performed. The registration period for a separate subdivision usually does not exceed one month. The procedure must be started within 30 days from the moment the representative office actually begins to function.
Nuances of applying to the Federal Tax Service
When opening a branch, it is imperative to notify the Federal Tax Service employees about this. This procedure is called registration of a separate unit with the Federal Tax Service. The process is carried out after the representative office has been created, and changes can already be made to the constituent documents of the organization. You can use different methods to send a notification:
- a direct visit to the tax office by one of the founders or an authorized representative;
- sending the document by registered mail, with an additional inventory of the attachment required;
- using the State Services portal or the Federal Tax Service website, through which a notification is sent electronically.
The procedure for registering a separate division assumes that within 5 days after the transfer of documents to employees of the Federal Tax Service, the company receives a notification about the registration of the branch. This document specifies the checkpoint of the structural unit. It should be used when drawing up various documents. If the application for registration of a separate division is not submitted to the Federal Tax Service within the established time frame, then this serves as a basis for holding the company’s management accountable.
Nuances of the FSS notification
You should contact this state fund after receiving a notification from the Federal Tax Service. Registration of a separate unit with the Social Insurance Fund is a simple process that is required under the following conditions:
- the representative office has its own separate balance sheet;
- its employees conduct their own accounting, which is certainly written down in the company’s accounting documentation;
- salaries are calculated for all employees of the branch, and they are also paid various bonuses or other payments;
- There is a separate current account.
To carry out registration, you must submit a corresponding application and other documents from the company to the FSS. It is often necessary to obtain a preliminary certificate from the bank where the current account is opened in order to provide the details of this account. Documentation can be transmitted during a personal visit to the institution, through electronic communication channels or by sending them by mail.
Nuances of registration in PF
A standard package of documents is prepared and handed over to PF employees. The procedure for registering a separate division in the Pension Fund assumes that notification will be received within 5 days after the transfer of documentation. It indicates that the representative office was registered with this fund. You will receive two copies, since one must be kept in the parent company, and the other is given to the branch employees.
How to register a cash register?
Based on Federal Law No. 54, all cash register equipment used by companies or their branches must be registered with the Federal Tax Service. Registration of a separate division's cash register can be done in two ways:
- submitting a paper application for registration to the Federal Tax Service office at the location of the branch, after which a card is issued to the online cash register;
- Submitting an application online on the official website of the Federal Tax Service.
The application indicates the name of the department, its tax identification number, address and location of installation of the online cash register, the name of the equipment, its serial number and information about the nature of the payments. Since February 2017, only online cash registers have been required to be installed and registered, so old cash registers are not used.
Responsibility for violations
All company owners who want to expand the scope of their work should know how to properly open branches. Registration of a separate division of an organization must be carried out within 30 days after the actual start of work of this structural unit.
If the requirements are violated, different penalties are imposed on business owners:
- submitting a notification to the Federal Tax Service about the opening of a unit late - a fine of 10 thousand rubles;
- operation of a branch without notification to the Federal Tax Service, Pension Fund and Social Insurance Fund - 10% of income received in the process of activity, but the fine cannot be less than 40 thousand rubles;
- untimely submission of notifications to the Pension Fund or Social Insurance Fund - from 5 to 10 thousand rubles.
Additionally, the culprit is identified, after which the official is individually brought to administrative responsibility, so a fine of 2 to 3 thousand rubles is transferred to him.
Nuances of opening a unit
When properly opening and registering a branch or representative office, some operational features are taken into account, which include:
- insurance premiums for division employees are paid at the location of the parent organization;
- Personal income tax is paid for employees at the location of the structural unit;
- a division is considered created on the day when an address is assigned to it, and there is at least one employee, therefore the first day a person goes to work is represented by the day the branch is formed;
- Individual entrepreneurs cannot open divisions, since they are not legal entities;
- any such structural unit must be registered regardless of the direction and specifics of the work.
If the above requirements are violated, this leads to the company being held liable. Therefore, it is advisable to carry out the process of creating a unit with full supervision from an experienced accountant employed by the company. In this case, you can avoid numerous mistakes and negative consequences of violating the law.
Conclusion
Thus, when opening any separate division, companies must thoroughly understand the rules and procedure for its registration. To do this, it is taken into account that the notification must be sent not only to the Federal Tax Service, but also to the Social Insurance Fund and the Pension Fund. It is important to understand within what time frame the document is sent, what other papers are attached to it, and also what the consequences of violations of the law are. With the correct registration process, the branch can operate officially, representing and protecting the interests of the enterprise. At the same time, he will have his own address and checkpoint.
Conducting activities at an address other than the legal address with the creation of stationary jobs obliges the enterprise to register a separate division. Which control authorities must be registered with in order for a business to be considered legal? In what time frame do documents need to be prepared? We will answer the questions in our article.
Registration of a separate division 2017: step-by-step instructions
According to paragraph 2 of Art. 11 of the Tax Code, the concept of a separate subdivision (SU) means any subdivision that is territorially isolated from the enterprise, at the address of which at least one stationary workplace has been created. In this case, a worker includes a place created for a period of more than 1 month, under the control of the employer enterprise (Article 209 of the Labor Code). Based on these legislative norms, registration of a separate division is mandatory if it is intended to attract outside labor.
Note! There is no need to create an EP if jobs are not provided, as well as in the case of attracting employees under the GAP, on home-based or remote employment terms. In addition, they are not required to register separate subdivisions of individual entrepreneurs that have the right to operate throughout the territory of the Russian Federation.
Registration of a separate division with the tax office
From the moment of creation of the OP, registration of a separate division with the tax office must be completed within 30 days. (subparagraph 3, paragraph 2, article 23 of the Tax Code). According to paragraph 1 of Art. 83 of the Tax Code, registration by legal entities is carried out at the location of each of the existing OPs. Violation of the approved deadline and conducting activities in the department without registration leads to the collection of penalties under Art. 116 Tax Code (10,000 rubles and 10% of income, minimum 40,000 rubles), as well as administrative liability under Part 2 of Art. 15.3 of the Code of Administrative Offenses (2000-3000 rubles per official).
The procedure for registering an EP depends on what type of unit the organization registers - a representative office, a branch or another separate structure (Article 11, 55 of the Tax Code). For the first two, as a rule, amendments to the company’s constituent documents are required, for other OPs – no. As a result, the list of documentation will vary. To understand how to register a separate division with the tax office, read the algorithm of actions below.
How to register a separate division in 2017 - documents
To register a representative office or branch, documentation is submitted to the Federal Tax Service at the location of the OP. The list of documents includes (copies):
- On amendments to the constituent documents of the parent enterprise.
- Protocol/decision on the creation of an OP.
- Registration documents of the parent enterprise (certificates).
- Order on the appointment of management persons of the OP (director, chief accountant).
- Payment document for payment of duty.
- Extract from the unified register of the main organization.
- Application form P13001 (for amendments to the charter), P13002 (for entering information into the Unified State Register of Legal Entities). If no changes are made to the charter, form P14001 may be drawn up.
- Other forms at the request of the Federal Tax Service.
In the case of registration of other types of EP for which no changes are made to the charter, the submission of a special package of documents is not required. You just need to notify the Federal Tax Service at the place of registration of the main enterprise by submitting a message form S-09-3-1 according to order No. ММВ-7-6-362@ dated 06/09/11. 5 working days are allotted for registration, after which the tax authorities issue relevant notice.
The procedure for registering a separate division in the funds
In what cases is it necessary to register a separate division with the Social Insurance Fund and the Pension Fund of Russia? It is necessary to register the OP that has its own bank account, balance sheet, and where remuneration is paid to individuals under employment contracts. Registration in funds at the location of the unit is given 1 month. after the OP has been registered with the Federal Tax Service.
) the same registration rules apply, and for those separate divisions which are not in the organization's charter, - other.
How to register separate divisions that are not in the charter
To register separate divisions that are not in the charter, you need to contact the inspectorate at the location of the organization. And the inspection at the location of the separate unit registers it. This follows from paragraph 2 Article 23, point 4 Article 83 of the Tax Code of the Russian Federation.
If an organization has several separate divisions in one municipality, it can choose one inspection in which the divisions will be registered. You can select an inspection site based on the location of any of the departments. Even if the divisions are located in territories under the jurisdiction of different tax inspectorates ( para. 3 p. 4 art. 83 Tax Code of the Russian Federation).
But note that this rule only applies to separate units. If the head office of an organization and its separate division are located in the same locality, but in territories under the jurisdiction of different inspectorates, then it is impossible to select one inspection for registration ( letter of the Ministry of Finance of Russia dated April 15, 2011 No. 03-02-07/1-126).
How to register a separate division: documents
Within a month from the date creation of a separate division the organization must notify the tax office about this ( subp. 3 p. 2 art. 23 Tax Code of the Russian Federation). The one with which the organization is registered. You need to submit the following documents:
- message about the creation of a separate division. Form, the format and procedure for filling out the message have been approved by order of the Federal Tax Service of Russia dated June 9, 2011 No. ММВ-7-6/362 ;
- notification of the choice of tax office. Form, the format and procedure for filling out the notification have been approved by order of the Federal Tax Service of Russia dated August 11, 2011 No. YAK-7-6/488. Send this notice only if the organization has the right to choose inspection for registration of a separate division.
Along with the message and notification, you can submit copies of documents confirming the creation of a separate division. For example, an order to create a unit.
How quickly will a separate division be registered?
The inspectorate is obliged to register a separate unit within five working days from the day it received from the organization all the necessary
Separate division (SU)– this is a radically new development of the existing structure of your business. Since with the successful development of your existing business, you will soon have the need to expand your company and open new offices in your or another city.
From our article you will learn what you need to do to open your own branch in another city.
Any opening of a separate division implies the opening of a branch, which will be located in another location, and will in no way depend on the actual legal address.
A branch can be recognized as a separate division 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 unit, you will be charged a fine of 15,000 rubles for violation of registration deadlines, they will also be charged 15% of the total income of a separate division for the time they worked outside of registration.
It is worth noting that branches and representative offices will be considered different forms of separate divisions. Please note that a separate division is not always a branch. Officially, opening an OP is not required to legitimize representation.
Opening a branch is a very long process that requires large material costs. Since you will need to enter all the information about the branch into the statutory documents, and this will definitely take a lot of time. How to open a separate division in 2016 is a question that interests many. Because this can be done in different ways. Everything will depend on what end result you want. Because for some it is important to have a branch of the organization - having spent a lot of time, money and effort on opening it, but for others a division is enough.
Remember that opening a separate division in 2016 is much easier than opening a branch in another city. And it’s easier to do this because opening a separate division is the prerogative of the director. This means that such a discovery does not require changes in the company’s charter, and this greatly simplifies your life.
There is also a significant difference between an OP and a branch that the division can use its own seal and even maintain its own balance sheet, but accounting records will be kept for both enterprises.
So, let's take a closer look at the opening of an OP, and also consider all the positive and negative aspects of the design of such an additional unit.
Start of registration of OP
Opening a separate division in 2016 means providing new employees, but this may be the case if the OP registers it with the Federal Tax Service. Be aware of large fines for late registration.It is worth noting that registration with the Federal Tax Service is in the place where this unit is directly opened. Moreover, if several divisions are opened in different cities at once, all of them must be registered independently of each other.
Since you are opening an OP on the territory of the same subject or district as the main branch, there is no need for separate registration and registration with the Federal Tax Service.
Please note that when registering with the tax service, each OP is assigned its own department personal 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 to register an OP:
Identification document of the person submitting the application;
If the director of the company is not directly involved in formalizing the opening of an OP, then the director must issue a power of attorney to the person representing him;
Application for opening a branch or OP.
Please note an important detail that you must submit all necessary documents no later than one month from the date of registration of the first worker in the unit. Moreover, all necessary documents must be submitted to the tax service at the legal address of the OP.
Usually the entire package of submitted papers is considered for one week, after which registration with the tax service is carried out. Please note that if you submit documents at the place of registration of the head office, the tax service itself forwards all the papers to the city to which the OP will be assigned.
If your business is not going well, 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, in the new city.
It is worth noting that if your parent company has applied the simplified taxation system (STS), then the division will automatically be assigned the same type of taxation.
The process of registration with the Pension Fund and the Social Insurance Fund
With additional requirements, sometimes you are asked to register with the Pension Fund of Russia, as well as the Social Insurance Fund.A separate division is required to register if:
The OP has its own balance sheet;
The division has its own bank account;
We calculate and pay salaries, as well as bonuses to our staff.
Registration with the Federal Tax Service is carried out at the actual address of the OP no later than one month from the date of appearance and registration of the first workplace. Typically, the application is reviewed within five days.
List of papers for submission to the Pension Fund of Russia, notarized copies are required:
Documents on registration of a legal entity with the Federal Tax Service;
Documents on registration of a legal entity with the Social Insurance Fund and the Pension Fund of Russia;
Papers on opening an OP;
Papers on registration with the Federal Tax Service.
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.
List of documents for submission to the Social Insurance Fund (SIF), notarized copies are required:
Document on registration of a legal entity;
Document on registration of a legal entity with the Federal Tax Service;
Document on registration of the OP with the Federal Tax Service;
Subdivision registration documents.
Now we can say that the official procedure for opening and registering with the Federal Tax Service will be completed.
An enterprise development plan almost always involves the creation of separate divisions. All Russian business entities are endowed with this right. How to open a separate division of an LLC in 2019 and what threatens enterprises for evading registration - this is discussed in the material on the website
Existing legislation provides the definition and main characteristics of a separate unit. However, the legal norms do not contain an algorithm for creating new structural units. Let's take a closer look at the documents regulating their activities.
A separate division in legislation
According to Article 11 of the Tax Code of the Russian Federation, a separate division (hereinafter referred to as OP) of an organization can be considered any structural unit territorially isolated from it, in which there are stationary workplaces. Only those created for a period of at least one month can be considered such jobs. Legislation recognizes the existence of a division, regardless of whether its creation is reflected in the constituent and other documents of the organization or not, as well as the powers with which it is vested.
Step 5. Fill out a message about opening a separate division 2019 in case of creating a non-branch or representative office. This document must be submitted to the Tax Service within one month from the date of creation of the OP. Registration will be carried out within five working days, and the company will receive a corresponding notification.
The date of creation of the EP is considered to be the date of creation of stationary jobs. For branches and representative offices, this date is considered the day the decision on their creation was made.
It is worth remembering that in addition to the above documents, the tax service may ask you to provide other papers.
Organization of a separate unit
Since the Tax and Civil Codes impose certain requirements on OPs, the head of the enterprise needs, in addition to registration, to carry out some organizational measures:
- organization of stationary workplaces, including renting or purchasing premises, as well as vehicles;
- vesting a structural unit with the property of the main organization;
- appointment of the head of the OP, issuance of a power of attorney to him;
- opening current accounts if necessary;
- selection and hiring of employees.
The presented list can be expanded depending on the needs of the enterprise and other factors related to the organization of its normal activities.
Responsibility for evading registration
According to paragraph 1 Article 126 of the Tax Code of the Russian Federation, liability is provided for violation of the deadlines for sending a message about opening an OP. For such a violation, a fine of 200 rubles is imposed for each document not submitted on time. A fine of 300 to 500 rubles is imposed on officials. In case of conducting activities without tax registration, the organization will be obliged to pay a fine in the amount of 10% of the income received, but not less than 40,000 rubles.
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