Registration of a separate division in 2021 - 2021 - step-by-step instructions

You always want to expand and multiply a successful profitable business by opening an additional structural division for this. Or, for example, sometimes it is necessary to bring production facilities closer to sources of raw materials, remove “dirty” production from large cities, bring sales points closer to consumers, and reduce costs for resource and property payments. One of the options for achieving these goals and solving the problems facing management is to open an additional office.

The decision to open a new structural unit adds work and questions to the manager (what legal status to give to the structural unit,

how to register, where, what documents are needed) and the accountant (how to keep records, how to submit financial statements, what taxes to pay, what you can get fined for). A newly created structural unit can be given the legal status of a branch, representative office or other separate unit (hereinafter referred to as OP). In our article we will talk specifically about other OPs, for example, a retail outlet.

What is a separate division

Companies that have decided to expand their commercial interests may need to conduct activities through new divisions - branches or representative offices (according to Article 55 of the Civil Code of the Russian Federation), for example, in another region of our country.
They will pursue the same goals and perform the same tasks as the parent organization. Also, separate divisions are assigned all the functions of the main company or part of them. This is the position of the Civil Code of the Russian Federation. The position of tax legislation differs from civil law. The Tax Code of the Russian Federation distinguishes both branches and representative offices, and simply separate divisions. According to paragraph 1 of Art. 83 of the Tax Code of the Russian Federation, the company is obliged to register each new division at its location. The concept of a separate division can be found in paragraph 2 of Art. 11 of the Tax Code of the Russian Federation. This is a branch of the company, the actual location of which is different from the main legal address. A separate division can be formed in another region, city or district of an urban district, that is, in another municipal entity. One of the main conditions for recognizing a unit as separate is the presence of at least one stationary workplace in it. In this case, the place must be organized for a period of more than 1 month (Article 11 of the Tax Code of the Russian Federation).

As an example, we can cite such structures that have divisions located in different regions of the country and different districts of the same city, such as:

retail trade networks;
banking organizations.

Separate divisions can be different and created for various reasons. At the same time, registration under the Civil Code of the Russian Federation and the Tax Code of the Russian Federation is different. According to the Civil Code of the Russian Federation, only branches or representative offices are registered, and according to the Tax Code of the Russian Federation - any separate division (at the location of the property, at the place of installation of the cash register). For the tax inspectorate, a notification that, for example, a cash register or a real estate property is located on its territory is sufficient. This is necessary to control taxation. If your company decides to register a separate division under the Civil Code of the Russian Federation (as a branch or representative office), get ready for full-scale registration in accordance with all the rules. And here you will need detailed step-by-step instructions for registering a separate division in 2020-2021.

To find out whether it is possible for a “simplified” to have a separate division, read the article “Opening a separate division under the simplified tax system .

"Hospital" or not?

The next point that needs to be taken into account when deciding whether to have a separate unit is the stationary nature of the workplace. Here the situation is more complicated.

On the one hand, the Tax Code of the Russian Federation seems to provide a definition of “stationary”: a workplace created for a period of more than a month is considered as such. But, on the other hand, in a number of cases, courts also apply additional signs of stationarity. Thus, the FAS of the Central District in its resolution dated 06/03/14 No. A64-5102/2013 indicated: the organization did not have a separate division, since the technical equipment of the workplace was mobile and office space was not rented. (In parentheses, we note that the case dealt with construction work and, in support of this, the court referred to the Code of Rules “Labor Safety in Construction. Regulations on the Procedure for Certifying Workplaces for Working Conditions in Construction and Housing and Communal Services”, adopted by a resolution of the State Construction Committee of Russia dated 03/31/2000 No. 26, according to which such jobs are not recognized as stationary. Therefore, in ordinary situations, it is better to focus on the period of creation of the job and not bring the matter to a dispute regarding other signs of “stationary status”).

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.

An example of an order was prepared by ConsultantPlus experts. If you do not have access to the K+ system, get a trial online access for free.

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 K+ system.

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

Bank account and manager registration

In addition to all of the above, it may be necessary to develop internal documents establishing the status of the division (the so-called provisions on a separate division). In particular, such a document will be needed if you plan to open a separate bank account for the division (clause “b”, clause 4.3 of Bank of Russia Instruction No. 153-I dated May 30, 2014). Also, do not neglect the detailing and consolidation in local acts of organization of the powers of department officials - the head, his deputies, etc.

The powers of the head of the unit, in addition to the regulations on the unit, job description and other internal documents, can also be confirmed by a power of attorney (letter of the Supreme Arbitration Court of the Russian Federation dated November 2, 1994 No. S1-7/OP-742). Moreover, the power of attorney must be issued on behalf of a legal entity in the name of the head of the unit as an individual, and not for the unit, since the latter is not a subject of civil law (clause 1 of Art. Civil Code of the Russian Federation).

Registration of a separate division in 2021 - 2021: step-by-step instructions

A legal entity is obligated to report the creation of a separate division to the tax office within a month after the decision is made, for example, after the date of the minutes of the general meeting of shareholders. According to paragraph 3 of Art. 83 of the Tax Code of the Russian Federation, a new division of an enterprise must undergo the procedure of tax registration and inclusion in the Unified State Register of Legal Entities.

See also: “The Supreme Court again cancels large fines for failure to register a unit .

Registration of a separate division is carried out by the tax authorities. To do this, the enterprise must contact the tax office that will have jurisdiction over the territorial unit (municipal entity).

To register a branch or representative office, you must submit documents according to the following list to the tax authorities:

a copy of the decision of the governing body to create a separate division;
a copy of the approved regulations on the separate division;
a copy of the constituent documentation and its amendments (as a separate document or as a new edition);
a copy of the state registration certificate of the main enterprise;
a copy of the orders on the appointment of the head and chief accountant of the new division;
a copy of the payment order or bank statement confirming payment of the state registration fee, certified by the seal and signature of the head of the credit institution;

On our website you can use a payment order for payment of state duty “Payment order for payment of state duty - sample” .

extract from the Unified State Register of Legal Entities for the parent company;
application for registration of changes in forms P13001 (for changes in the charter) and P13002 (for changes in the Unified State Register of Legal Entities).

All copies must be notarized. If a separate division will conduct its activities in rented premises, then it is necessary to have a copy of the lease agreement for the space. Documents can also be submitted electronically via appropriate communication channels in the form of scans. In this case, they will be certified with an electronic digital signature.

Registration is carried out by the tax authority within 5 days from the date of actual submission of the package of documents or receipt on the server through electronic document management. The corresponding notification serves as a document confirming the registration of the unit.

When registering, a separate unit is not assigned a TIN, but only a reason for registration code (RPC). In its documentation, the division will use the TIN of the parent company. However, it is not an independent legal entity.

ATTENTION! The checkpoint of the division will differ from the code of the parent organization by the 5th and 6th digits: 43 - branch, 44 - representative office, 45 - other OP. How to find out the checkpoint of a separate unit? This information is registered in the Unified State Register of Legal Entities only if the OP is registered as a branch or representative office. There is no information about other OPs in the Unified State Register of Legal Entities. Therefore, you can find out the checkpoint of the unit only in the certificate of registration of the OP.

For other separate divisions, a special package of documents is not required. In this case, it is enough to submit a message to the tax authority in form C-09-3-1. Until December 25, 2020, the message is submitted in the form approved. by order of the Federal Tax Service dated 06/09/2011 No. ММВ [email protected] From 12/25/2020, message C-09-3-1 must be filled out on a new form, approved. by order of the Federal Tax Service dated 09/04/2020 No. ED [email protected]

Let's look at the procedure for filling out the document in more detail.

Cash transactions in the department

Another important point that should be decided at the preparatory stage is the preparation of documents for cash transactions. It is clear that this must be done if cash transactions are to be carried out in the department.

The first step is to set cash balance limits. For those divisions that themselves hand over their excess cash to the bank, the limit is calculated separately according to the same rules as the limit for the organization itself. The rest need to allocate part of their limit (clause 2 of Bank of Russia Directive No. 3210-U dated March 11, 2014). In both cases, the limit is approved by order (instruction) of the head of the organization. Moreover, this document must be stored directly in the department, as expressly stated in paragraph 2 of Directive No. 3210-U.

Please note: small businesses that have the right to store cash without a limit also need to take care of documenting the limit. In this case, a copy of the order stating that the organization is exercising its right granted by the last paragraph of paragraph 2 of Directive No. 3210-U must also be kept in each division.

Next, you have to take care of the “cash” set: cash book, cashier, PKO and RKO, etc. After all, the cashier of the parent organization will not be able to sign cash orders issued by the division, because A cash order for any cash transaction must be signed by the cashier performing this operation directly upon receipt or issuance of cash (clause 5.1. Instruction No. 3210-U). Accordingly, the position of department cashier must be immediately included in the staffing table.

But this does not mean that it is necessary to hire a separate employee for this position. This function can also be entrusted to an existing employee on a part-time basis (Article 60.2 of the Labor Code of the Russian Federation). For example, in a small store, the job of a cashier can also be performed by a salesperson (in addition to the combination agreement, do not forget to conclude an agreement with him on full financial responsibility and familiarize him with the cashier’s job description against signature; for more details, see Article 244 of the Labor Code of the Russian Federation).

As already noted, the division must maintain its own cash book. In this case, the division must transfer to the organization tear-off sheets of the cash book (if the book is filled out by hand) or printed and signed second copies of sheets (if the cash book is filled out on a computer). This is the requirement of clause 4.6 of Directive No. 3210-U. In this case, the frequency, timing and procedure for the transfer must be established by the director of the organization. In addition, the director must authorize one of the division’s employees to sign the cash book (clause 4 of Directive No. 3210-U).

Another option is to keep a cash book in electronic form and sign it with an electronic signature (clause 4.7 of Directive No. 3210-U). In this case, the cashier of the division must be provided with a personal electronic signature (the chief accountant and the director of the parent organization must also have digital signatures).

Maintain a cash book electronically and sign it with an electronic signature

If cash circulation is planned not only within a division, but also between it and the parent organization, then it is necessary to approve in advance the procedure for issuing cash from the cash desk of one division and receiving it at the cash desk of another division. You will also need to formalize by order or power of attorney the authority of the employee who will actually transport money from one cash desk of the organization to another. You need to conclude an agreement with him on full financial responsibility.

In passing, we note that the legislation does not in any way limit the possibility of transferring cash not only from an organization to a division, but also in the opposite direction. You can transfer any amount. The limit of 100 thousand rubles established by the Central Bank of the Russian Federation (Instruction No. 3073-U dated October 7, 2013) does not apply in the described case, since in this case the money is transferred within one organization, and settlements with other legal entities or individual entrepreneurs (t .e. participants in the calculation in terms of Directive No. 3073-U) no.

Finally, to the employee of the unit who will make decisions on spending money from the cash register, the director of the organization can delegate the authority to sign for himself written orders for the issuance of cash, which are the basis for issuing cash settlements without the signature of the manager, or directly cash settlements, as well as applications for withdrawal money on account. To do this, a power of attorney or a corresponding order is issued to the employee. But in both cases, these responsibilities must be recorded in the job description or employment contract with the employee. Additionally, in the same manner, you can transfer the authority to approve advance reports (clause 6.3 of Directive No. 3210-U).

Application for registration of another separate division in form S-09-3-1

The application itself is a one-page form. The company should not have any difficulties filling it out.

The application shall indicate:

TIN/KPP of the parent company;
its full name;
tax office code;
OGRN of the parent enterprise;
number of new units;
Full name of the head of the company, his Taxpayer Identification Number;
contact information (phone number, email address);
round seal of the company.

The form, valid from December 25, 2020, can be downloaded from the link below:

ConsultantPlus experts explained how to fill out a message about creating an OP step by step. Sign up for trial access to K+ and go to the Ready Solution. It's free.

If the application is submitted not personally by the manager, but by a representative, then his data is filled out in the document. At the same time, his powers must be documented. Typically, a standard power of attorney form is used for these purposes.

The application is submitted in 2 copies. You can also provide a copy of the application as a second copy. This is necessary to mark on it the date of acceptance by the tax inspector.

Accounting in branches and representative offices

A separate division carries out activities in accordance with the goals and objectives of the parent company. Functions, types of activities, level of legal capacity and powers are determined by the parent organization and are enshrined in the regulations on the separate division. Including accounting, accounting is possible in two options.

Option 1: the division does not have its own balance sheet.

In this case, the branch does not have its own accounting department and current account. All settlements with contractors, including payroll personnel, are carried out by the head office accounting department. In this case, the division has the right to issue, for example, shipping documents, but they will be accepted for accounting in the head accounting department.

Option 2: the division is on an independent balance sheet.

This option involves creating an accounting service and maintaining records within the department. It has a current account with a credit institution and can carry out settlements with counterparties independently. Data from the financial statements of the division are taken into account in the general summary of the enterprise. A separate division carries out accounting according to the rules of the accounting policy of the parent company.

You will learn how to correctly draw up an accounting policy for your company from our material “How to draw up an organization’s accounting policy?” .

Varieties

A separate division includes two forms:

Branch . Takes over some of the functions of the head office. Its activities are relatively universal.
Representation . Represents the interests of the organization and protects them.

In most cases, it makes sense to open a branch. This is a broader concept that allows you to assign various functions to a unit. Regardless of the chosen form, the OP will act on the basis of the standards approved by the main office.

Closing a separate division in 2021 - 2021: step-by-step instructions

The procedure for closing a branch or representative office differs from closing another separate division. According to sub. 3.1 clause 2 art. 23 of the Tax Code of the Russian Federation, an enterprise is obliged to notify the tax authority of the closure of a branch, representative office or other separate division within 3 days from the date of termination of activity.

The procedure for closing a branch and representative office is similar to the procedure for opening it. Such separate divisions are removed from tax registration with a full package of documents: a certified copy of the administrative document on the closure of the division (for example, minutes of a meeting of the board of directors), changes to the charter and the Unified State Register of Legal Entities, an application in form P13002.

To close another separate division, it is enough to submit an application to the tax authority in form C-09-3-2. Until December 25, 2020, the message is submitted in the form approved. by order of the Federal Tax Service dated 06/09/2011 No. ММВ [email protected] From 12/25/2020, message C-09-3-2 must be filled out on a new form, approved. by order of the Federal Tax Service dated 09/04/2020 No. ED [email protected]

The form, valid from December 25, 2020, can be downloaded from the link below:

The application states as before:

TIN and KPP of the parent organization;
full name;
tax authority code;
OGRN of the parent organization;
number of closing units;
Full name of the head of the enterprise, his personal tax identification number;
contact information (phone number, email address);
company seal.

You can see a sample of filling out an application for closing an OP in the K+ system, having received free access to the system.

At the same time, applications for registration and deregistration of a unit are almost identical. The only difference is in the title of the document itself. The application is also drawn up in 2 copies. You can provide the original document and a copy of it, on which a tax inspector will mark acceptance.

If the closed enterprise was responsible for the centralized payment of income tax, then in addition to the above documents, notifications in Forms 1 and 2 should be sent to the Federal Tax Service.

See here for details.

Do funds need to be notified?

As for the notification of funds, the legislator assigned this function to the tax authorities. It is they who, after receiving the specified notification from the organization, must transfer this information to the territorial offices of the FSS and the Pension Fund of the Russian Federation at the location of the unit. However, this notification is not equivalent to registration.

Thus, both the Pension Fund and the Social Insurance Fund register only those divisions that have opened an independent current account. Moreover, the Pension Fund of Russia will do this without the participation of the organization on the basis of a notification to the tax authorities (clause 3, clause 2, article of the Federal Law of December 15, 2001 No. 167-FZ on compulsory pension insurance).

To register with the Social Insurance Fund at the location of the unit, the organization must take the following actions. Within 30 calendar days from the date of creation of the OP, you must submit an application for registration, attaching a certificate (or a copy thereof) from the bank about opening an account for the division and a document confirming that the division has the authority to accrue payments to individuals (clause 2, clause 1, art. 2.3 of the Federal Law of December 29, 2006 No. 255-FZ, as well as paragraph 2 of clause 1 of Article of the Federal Law of July 24, 1998 No. 125-FZ).

Pay attention to one more fact. If a division registered with the Social Insurance Fund will carry out a type of activity that is not the main one for the company as a whole, it will be necessary to separately confirm the main type of activity every year for the purpose of calculating insurance premiums for compulsory insurance against industrial accidents and occupational diseases at the location of such division (clauses 7, 8, 10 and 11 of the procedure approved by order of the Ministry of Health and Social Development of Russia dated January 31, 2006 No. 55).

Results

A separate division is not an independent legal entity. The decision to create a new division is made by the enterprise management body. After this, the company must contact the tax authority at the location of the unit and provide the necessary package of documents within a month after the decision is made (for a branch or representative office). To register another separate division under tax legislation, it is enough to notify the tax office in the form of an application.

After registration, the division receives its own checkpoint, and the TIN applies to the parent organization.

You can find more complete information on the topic in ConsultantPlus. Free trial access to the system for 2 days.

Receiving a response from the tax authority

The tax office has 5 working days from the date of filing the application to make a decision on registering the unit.

Organizations are given the right to choose the tax office to which they can apply. That is, regardless of whether the company reports the opening to the Federal Tax Service at the place of registration of the head office or branch, the division must be registered (Letter of the Ministry of Finance No. 03–02–07/1 68 dated 02/18/2010).

The tax office can reject an application only on formal grounds: it is filled out incorrectly, there is no notary signature, an incomplete package of documents has been submitted, etc. To register, it is enough to make adjustments to the documents and submit them again to the Federal Tax Service.