Changing the address of a separate division - the procedure for calculating income tax

Many large companies have separate divisions. In the process of activity, various situations arise when branches, representative offices and other “separate units” change their location. Such a change is subject to state registration and in order to make it, the organization must follow a certain procedure.

The process for making changes depends on the specific type of separate unit. One procedure applies for representative offices and branches, and another for other types of separate divisions. This procedure is regulated by the provisions of federal laws No. 14-FZ of 02/08/1998 “On Limited Liability Companies”, No. 129-FZ of 08/08/2001 “On State Registration of Legal Entities and Individual Entrepreneurs”, the Tax Code of the Russian Federation, as well as by-laws - by order of the Ministry of Finance Russia on the approval of Administrative Regulation No. 169n dated September 30, 2016. Let’s consider how the address of a separate division is changed, and the company’s procedure for doing so.

How the rules for registration at the location of separate divisions have changed

A new division is opening

Let us recall that in accordance with the previous edition of Articles 23, 83 and 84 of the Tax Code of the Russian Federation, several actions were required to be taken to register at the location of any separate unit. Namely: within one month, inform your inspection about the opening of a new unit (form No. S-09-3, approved by order of the Federal Tax Service of the Russian Federation dated April 21, 2009 No. MM-7-6 / [email protected] ). Within the same period, submit to the Federal Tax Service at the location of the new unit an application for registration (form No. 1-2 Accounting, approved by order of the Federal Tax Service of the Russian Federation dated December 1, 2006 No. SAE-3-09 / [email protected] ).
Among other things, the application was required to include documents confirming the creation of the unit. Thanks to the amendments, companies will no longer have to take actions that the tax authorities themselves can perform. Thus, according to the new rules, registration of a company at the location of the branch or representative office must occur without its participation. The organization is only required to make the necessary changes to the Unified State Register of Legal Entities. Let us remind you that according to the Federal Law of 08.08.01 No. 129-FZ on registration, tax authorities must be informed about the creation of a new branch or representative office within three working days (Clause 5, Article 5 of Law No. 129-FZ). After this, the inspectors themselves must register the company at the location of the branch or representative office based on data from the Unified State Register of Legal Entities (clauses 3, 4, article 83, clause 2, article 84 of the Tax Code of the Russian Federation *). Additionally, you do not need to notify your tax office about the opening of a branch or representative office (subclause 3, clause 2, article 23 of the Tax Code of the Russian Federation).

If an organization creates another separate division (not a branch or representative office), the inspectorate with which the company is registered must be informed about this within a month (Clause 2 of Article 23 of the Tax Code of the Russian Federation). Based on this message, tax authorities must register the company at the location of the unit within five working days (clause 4 of article 83, clause 2 of article 84 of the Tax Code of the Russian Federation). In this case, inspectors do not have the right to demand any other documents.

Let us note that the new version of paragraph 1 of Article 83 of the Tax Code of the Russian Federation obliges companies to register for tax purposes at the location of each separate division. Previously, this was not required if the company, for some other reason, was already registered with the inspectorate to which the new division belonged.

Let us mention one more addition. It concerns the case when a company has several separate divisions in one municipality. In such a situation, the organization can register at the location of one of them. The law being commented on clarified that a company must submit a notification of its choice to the inspectorate at the location of its head office (Clause 4 of Article 83 of the Tax Code of the Russian Federation).

The address of the department and other information changes

Until now, changing the address of a separate division meant the emergence of a new problem for an accountant. Since the Tax Code did not stipulate the procedure for “re-registration” of separate divisions, inspectors demanded that the division be first deregistered at the old address and then registered at the new address. And this had to be done even if the unit moved within the territory under the jurisdiction of the same tax office (letter of the Ministry of Finance of Russia dated June 18, 2010 No. 03-02-07/1-282).

Now the procedure will be significantly simplified. If the address of a separate division that is not a branch or representative office changes, it will be sufficient to inform the Federal Tax Service Inspectorate at the location of the company. This must be done within three working days (subclause 3, clause 2, article 23 of the Tax Code of the Russian Federation). Based on this message, tax authorities will make changes to their databases and, if necessary, will register the company at the new location of the unit (clauses 3, 4 of Article 84 of the Tax Code of the Russian Federation). Please note that it is necessary to notify tax authorities not only about a change in the address of a separate division, but also about changes in other information contained in the message about the creation of a division (name of the division, details of the head, contact information, etc.).

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As for changing the address or other information about a branch or representative office, then, as in the case of the creation of such divisions, inspectors will take all the data they need from the Unified State Register of Legal Entities. The company is only required to submit an application to update the information in this state register on time. Additionally, there is no need to report a new branch address or changes in other data in accordance with Article 23 of the Tax Code of the Russian Federation. Based on the information entered into the Unified State Register of Legal Entities, tax authorities will deregister the company at the previous address of the branch and register it with the inspectorate at the new address of this division (clauses 3, 4 of Article 84 of the Tax Code of the Russian Federation).

Separate division is closing

If an organization decides to close a separate division (including a branch or representative office), it will need to be reported to the tax authorities within three working days (subclause 3.1, clause 2, article 23 of the Tax Code of the Russian Federation). This period is counted from the date of the decision to terminate activities through a branch or representative office. And if another separate division is closed, then the period is counted from the day when it actually stopped working. The message is submitted to the inspectorate at the location of the head office. The Tax Code does not require any additional documents to be attached to such a message.

The legislator did not specify when the tax authorities will deregister the company at the location of the former branch or representative office. But this will not happen before the corresponding changes are made to the Unified State Register of Legal Entities, and not before the on-site audit of the company is completed (if the tax authorities decide to conduct one).

The period during which tax authorities must deregister a company at the location of another separate division has not changed. It is 10 working days from the date of receipt of the message about the closure of the unit, but can be extended if the tax authorities organized an on-site audit (clause 5 of Article 84 of the Tax Code of the Russian Federation).

Note that previously the deadline for informing tax authorities about the liquidation of any division was one month (previous wording of subclause 3, clause 2, article 23 of the Tax Code of the Russian Federation). But at the same time, it was also necessary to submit an application to deregister the company at the location of the closed division.

Messages can be sent electronically

Please note there is an important change regarding the reporting of detached units (meaning all reports mentioned in this material). According to the new rules, such information can be transmitted in three ways: by submitting it in person; send by regular mail by registered mail; transmit electronically via telecommunication channels. In the latter case, the document is signed with an electronic digital signature of the person who sent the information or his representative (Clause 7 of Article 23 of the Tax Code of the Russian Federation).

New forms and formats of messages, as well as the procedure for sending them, must be adopted by the Federal Tax Service. Drafts of these documents are posted on the official website of the Federal Tax Service of Russia, however, there is no information about their official approval yet.

*Here and below, new editions of articles of the Tax Code of the Russian Federation are indicated.

The address changes - the problems remain

Changing the address of a separate division causes taxpayers a lot of trouble. On the one hand, the procedure for closing a separate division (which the controllers insist on) is associated, as a rule, with the reconciliation of mutual settlements (including with the tax authority) or with an on-site tax audit in relation to this division, which is provided for in paragraph 5 of Art. 84 Tax Code of the Russian Federation. Closing also involves significant costs for completing a fairly large amount of paperwork. Some of them must be submitted to the tax authority, others are needed to bring internal documents into compliance (for example, orders to close (open) a separate division, an order to appoint a manager, personnel orders, etc.).

On the other hand, tax authorities make claims against organizations operating at an address other than that specified in the charter. Moreover, having not found the taxpayer at his legal address, tax authorities often go to court with a demand for its liquidation, citing the fact that indicating a fictitious address during registration is a gross violation of the law (Clause 2 of Article 25 of the Federal Law of 08.08.2001 N 129-FZ “On state registration of legal entities and individual entrepreneurs”). However, this position of tax officials, as a rule, does not find support from judges, since the said norm deals with violations that are irreparable. A discrepancy between addresses can hardly be considered such, as evidenced by the existing arbitration practice (see, for example, Resolutions of the FAS North-West District dated 02/27/2010 in case No. A56-25535/2009, FAS Far Eastern District dated 13.11.2008 No. F03-5002/2008, FAS PO dated 08/14/2008 in case N A06-187/2008-21, FAS ZSO dated 04/01/2008 N F04-1548/2008(1783-A03-24), Determination of the Supreme Arbitration Court of the Russian Federation dated 05/30/2007 N 5933/07).

If the taxpayer is not ready to enter into litigation with the tax inspectorate, in order to avoid problems associated with the address, or more precisely, with the discrepancy between the legal and actual addresses, he sometimes resorts to the most harmless method in this case - registering a separate division at the place of his actual location , for example, at the address of a rented office.

Note. Arbitration practice shows that a mismatch of addresses is not a violation of an irreparable nature.

It turns out that, having avoided claims from the tax authorities regarding the address in one case, the taxpayer is faced with the problem of changing the address of a separate division in another, when he has to move to a new office. If the organization does not register a separate division at a new address, it again risks facing claims from tax authorities caused by a discrepancy between the addresses - legal and actual. It turns out to be a vicious circle (and, unfortunately, this is far from the only problem associated with the activities of separate units).

However, over the past six months, significant changes have occurred regarding separate divisions, in particular, in the order of registration with the tax authorities of organizations at the location of their separate divisions.

Representative offices and branches

To change the address of a representative office or branch, it is necessary to analyze the organization’s charter. If this document contains information about the address of such a separate division, then changes to the charter will be required. Let us recall that the current legislation does not oblige such information to be indicated in the charter of a legal entity, but practice shows that in many cases information about branches and their addresses is still available in this document. Therefore, changing the address of a separate division in such situations will require a procedure for amending the charter.

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To do this, it is necessary to convene an extraordinary meeting of participants, at which a decision must be made to change the document. There are two options here:

Exclusion from the charter of the clause on a separate division;

Entering new information about the location.

The decision of the meeting is approved by the minutes, which, together with an application in form P13001 and with the new edition of the charter, are submitted to the tax office to register the changes.

In a situation where the organization’s charter does not contain information about a branch or representative office, the procedure for making changes is somewhat different. The head of the organization must make an appropriate decision, on the basis of which an application on form P14001 is filled out. The application must be received by the tax office at the place of registration of the organization within three working days from the date of the decision. Let us note that if the charter of an organization or the regulations on a branch provide for a different procedure for making decisions regarding its activities, including decisions on its name, location and other issues, then the procedure specified in these documents must be observed, for example, a general meeting of participants was held.

Please note that currently there is no need for a separate division to additionally notify the tax authorities at its location about the changes being made. Information about this is received by them through departmental exchange.

Changes you've been waiting for

Changes to Art. Art. 23, 83, 84 of the Tax Code of the Russian Federation, introduced by Federal Law of July 27, 2010 N 229-FZ <3>, should be regarded primarily as the Ministry of Finance fulfilling its promises. And in order to find out in what order and within what time frame it is necessary to notify the tax authority about a change in the address of a separate division, let us turn to the provisions of the said Law.

<3> For the text of the Law and commentary on it, see the magazine “Acts and Comments for Accountants”, NN 16, 17, 2010.

According to the new edition of paragraphs. 3 p. 2 art. 23 of the Tax Code of the Russian Federation, the taxpayer is obliged (as was the case before) to report on all separate divisions of the organization created on the territory of the Russian Federation (with the exception of branches and representative offices). This must be done, as before, within a month. The taxpayer is also required to make changes to the information about such divisions previously reported to the tax authority. Legislators set a three-day period for its implementation.

A three-day period is also established for reporting the termination of activities through separate divisions, including branches and representative offices. The organization must meet this deadline even in the event of the closure of separate divisions (branches and representative offices) (clause 3.1, clause 2, article 23 of the Tax Code of the Russian Federation). Thus, the taxpayer will be given a shorter period for submitting information about closure than a month according to the previously valid version.

In addition, the list of ways for taxpayers to submit such information (Clause 7, Article 23 of the Tax Code of the Russian Federation) will also be expanded. Now this norm provides for the possibility of submitting messages not only in person or through a representative, but also electronically via telecommunication channels, which, in our opinion, will significantly simplify this procedure for the taxpayer.

In this regard, taking into account the changes being made, the next step towards streamlining the procedure for submitting information about separate divisions should be the approval of new forms (formats) of messages, as well as the procedure for their submission, which, by virtue of clause 7 of Art. 23 of the Tax Code of the Russian Federation are approved by the main tax department of the country.

So, from a literal reading of paragraphs. 3 p. 2 art. 23 of the Tax Code of the Russian Federation (in the new edition) it follows that the list of changes made to information about a separate division is not specified. At the same time, a change of his location (or a change of address), in the author’s opinion, fully meets the sign of change, especially since clause 4 of Art. 84 of the Tax Code of the Russian Federation (in the new edition) directly states: in the event of a change in the location of a separate division of an organization, its deregistration is carried out by the tax authority with which the organization was registered. And tax authorities are required to do this within five days from the date of receipt of the message submitted (sent) by the Russian organization in accordance with clause 2 of Art. 23 of the Tax Code of the Russian Federation (which corresponds with paragraph 7 of the said article). Registration of an organization with the tax authority at the new location of the separate division is carried out on the basis of documents received from the tax authority at the previous location of the separate division of the organization.

Changing the address of a separate division within one tax office

The legislation clearly states that a change in the address of a legal entity or its separate divisions must be registered by an authorized government agency. Therefore, a change in the location of a separate division, even within the territory under the jurisdiction of one tax inspectorate, entails the need to notify the Federal Tax Service. This requirement also applies if the head office and a separate division fall under the competence of one territorial division of the tax service.

At the same time, in practice there are situations when such notification is not required. For example, information about a branch indicates only the building number, without indicating the specific premises where the branch is located. In this case, moving to a new premises within the same building does not entail the need to declare changes to the tax office.

Documents on changing the address of a separate division are submitted directly to the tax service division at the place of registration of the organization, or are sent there via telecommunication channels, or by registered mail.

Good afternoon. The address of a separate division within one city has changed, information about the change of address is submitted at the place of registration of the parent organization. Do I need to submit information about a change of address to the NI at the place of registration of the separate division? How does the separating checkpoint change in this case?

Good evening, Olga! “Taxpayers - parent organizations are required to report to the tax authority at the location of the organization about all separate divisions (hereinafter referred to as OP) of the Russian organization created on the territory of the Russian Federation (with the exception of branches and representative offices), and changes to information previously reported to the tax authority about such separate divisions:

within one month from the date of creation of the OP of the Russian organization;
within three days from the date of change in the relevant information about the OP of the Russian organization.”

The notification of a change in the address of the OP in form No. S-09-3-1 is indeed submitted to the tax authority at the location of the parent organization, which you did absolutely correctly. Next, the tax authority at the location of the OP’s old location deregisters the OP and transfers it for registration at the new address of the OP’s location and immediately assigns a new checkpoint if, when the address changes, the tax authority also changes. In any case, the taxpayer does not make any further communications, but only waits for a Notification from the tax authority at the place of registration of the OP at the new address.

Changes that have already happened

The first step was the entry into force on March 10, 2010 of the Procedure for registering and deregistering Russian organizations with tax authorities at the location of their separate divisions <2> (hereinafter referred to as the Procedure). The said Procedure provides for the possibility of registering with the tax authorities of an organization at the location of its branch (representative office) on the basis of an application for registration, which is submitted by the organization to the registering tax authority simultaneously with an application for amendments to the constituent documents of a legal entity in relation to the corresponding branch ( representative offices). Let us note that previously there was no single document regulating the procedure for registering (and deregistering) separate divisions; there were only scattered regulations that approved the forms of documents used for registering such divisions in certain cases, and explanations from officials on about this.

<2> Approved by Order of the Ministry of Finance of Russia dated November 5, 2009 N 114n.

Then, in Letter dated March 16, 2010 N MN-22-6/ [email protected] the Federal Tax Service, the algorithm and features of the implementation by tax authorities of certain provisions of the said Procedure were explained, taking into account currently existing software. In addition, Order of the Federal Tax Service of Russia dated March 24, 2010 N MM-7-6/ [email protected] approved the form for an organization’s notification of the choice of a tax authority for registration of several of its separate divisions located in the same municipality in territories under the jurisdiction of different tax authorities. organs.

Next, there was a change in the position of the main tax department regarding the discrepancy between legal and actual addresses. Thus, finally agreeing with the opinion of the judges, the Federal Tax Service in Letter dated 05.05.2010 N MN-20-6/622 admitted that liquidating an organization simply because it is not located at its legal address is too harsh a measure. Therefore, the lower tax authority recommended that the Federal Tax Service be limited to imposing a fine on the head of the organization in the amount of 5,000 rubles. (clause 3 of article 14.25 of the Code of Administrative Offenses of the Russian Federation).

And finally, Letter of the Ministry of Finance of Russia dated June 18, 2010 N 03-02-07/1-282 was issued, in which, unlike previous clarifications on the issue of changing the address of a separate division, it is indicated on the (then) bill providing for amendments to part the first Tax Code of the Russian Federation, including those aimed at improving the procedure for registering organizations with tax authorities.

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Representative offices and branches

To do this, it is necessary to convene an extraordinary meeting of participants, at which a decision must be made to change the document. There are two options here:

Exclusion from the charter of the clause on a separate division;

Entering new information about the location.

Package of documents for registration

So, the company decided to create a separate division. Before registering it, she will need to prepare a package of certain documents.

At this stage, the organization's actions are as follows:

The decision to create a separate division is made by the enterprise management body - the board of directors, the supervisory board, the meeting of shareholders.
Based on this decision of the governing body, presented in the form of a protocol, an order is issued to create a unit.

The order must reflect:

name of the new division;
the basis for its creation, for example, the minutes of the general meeting of shareholders (number and date);
location of the unit;
a manager who is appointed and removed from office by a decision of the management body of the parent enterprise, for example, by a decision of the supervisory board or a general meeting of shareholders;
within what time the unit must be registered.

The document is signed by the head of the parent company.

Based on the order, an internal local act is developed - the Regulations on a separate division (branch or representative office). It establishes:

the degree of legal capacity and powers of the new unit;
activities;
functions;
management structure;
other aspects that relate to the activities and actions of the unit.

Also, the order is the basis for amending the constituent documents if we are talking about a branch or representative office. They can be formatted as:
a separate document that is attached to the current charter or constituent agreement, for example, amendment No. 1;
new edition of the constituent document.

A sample compiled by ConsultantPlus experts will help you prepare the Regulations on a separate division. You can download it by getting free access to the system.

Once the necessary documentation has been collected, we move on to the next stage.

Other separate divisions

Changing the address of a separate division that does not belong to the category of branches or representative offices is simplified. To register a change, it is necessary for the head of the organization to issue an appropriate order. After this, a tax notification is submitted about the change of address of the separate division, in form C-09-3-1. This notification is sent within three days (from the date of the decision) to the tax office at the place of registration of the legal entity.

In this case, it is also not necessary to notify the tax authorities at the location of the separate division.