Young entrepreneurs who have just created an LLC usually register it at their place of registration or the address of a rented office. This situation is acceptable until the company begins its full operations. But with the right leadership, the LLC is rapidly developing and gaining its place in the market. Entrepreneurs are faced with a challenge: how to expand their activities and open other offices in the same or another city? Easiest to open separate division LLC, and ours will help you with this step-by-step instruction.

Features of a separate unit

If your business involves remote work, then there is a need to open warehouse or office space in another city. Any activity of an LLC at an address other than that specified during registration requires the opening of a separate division.

A separate division is a remote location where a company operates in another or the same city. Unlike a branch, a “separate branch” should not have its own internal charter and many jobs. The main condition that influences the creation of a remote, separate unit is the presence of at least one permanent workplace. The position must exist for at least one month. To understand in more detail what the concept of “stationary” includes workplace", let's turn to the Labor Code of the Russian Federation, Art. 209. The 2017 law regulates the following characteristics of a permanent workplace:

1. An untimely or temporary employment contract for a period of more than 1 month has been concluded with the employee.
2. The office space is controlled by you.
3. The hired employee is constantly at his workplace and performs his professional duties.

Based on these signs, you can understand that if you have opened a warehouse, but there is no permanent employee there, then it cannot be considered a separate division. Payment terminals, petrol machines and ATMs are also not included in the “separate category”. Employees who carry out their activities remotely are also not permanent, and there is no need to conclude an employment contract with them.

If you have opened a warehouse, but there is no permanent employee there, then you cannot consider it a separate division.

Unlike an LLC, there is no need for individual entrepreneurs to open a separate division, no matter in what territory they operate. If an individual entrepreneur has a patent and carries out work under UTII, then it is enough to simply register at a new place of work. For LLCs the rules are stricter.

When registering a new unit, the following procedure must be followed:

1. Understand that you are registering a “separate branch” and not a branch (its registration procedure is completely different).
2. You have one workplace for which a specialist is hired to carry out his duties employment contract longer than 1 month. If maintenance is carried out remotely, then there is no need to create a “separation”.
3. Notify the tax authorities where the LLC was registered about the opening of a “separate unit” using form No. S-09-3-1.
4. If the division has its own dedicated balance and account, then register it with the regional tax authorities within 30 days.
5. Within three days, inform the tax authorities about the change of address at the “separate house”.

Below we will look at each stage in more detail. But it is worth noting that if the “isolation” corresponds to the branch, then you will be removed from the simplified tax system. To prevent this from happening, it is necessary to distinguish between branches and separate divisions.

The difference between a “separate” and a branch

Companies that have branches do not have the right to use the simplified tax system. In order to understand how “separateness” differs from other types of remote work, you need to know the main features of documented representation:

1. The activities of the branch are recorded in the charter documentation of the LLC. Moreover, if the charter says that an LLC has the ability to create representative offices, this does not mean that they are open, and no one has the right to remove you from the simplified tax system.
2. The parent company maintains a documented statement of representation.
3. The company appoints a division manager who carries out his activities under a power of attorney from the parent company.
4. The branch has its own standards and rules that regulate its activities.
5. The branch may represent the parent company in various matters, such as litigation.

If you plan to remain on the simplified taxation system, then when opening a separate division you need to take into account that it does not have any signs of a branch.

“Obosobka” does not have the characteristics of a branch and does not carry out the activities of the parent company in full. For example, a separate sales division deals only with the transfer of goods from the parent company to the buyer. The work of the “isolation” is controlled entirely by the head of the LLC, and there is no need to separately create an internal charter for it.

“Obosobka” does not have the characteristics of a branch and does not carry out the activities of the parent company in full.

Tax accounting of “separateness”

Registration of a new separate branch of an LLC obliges:

1. Notify the Federal Tax Service of the opening in form S-09-3-1 (Order of the Federal Tax Service of the Russian Federation dated June 9, 2011 No. ММВ-7–6/362).
2. Register the new division for tax purposes territorial body. If a division is opened in the same city as the parent company, then to the same tax service.

Tax inspectors where the LLC is registered, after receiving form S-09-3-1, must transfer documents to regional office, where the unit will be registered (Article 83, Part 4 of the Tax Code of the Russian Federation).

If you open several separate divisions under different territorial Federal Tax Service, then it is not necessary to submit information about each. It will be enough to select one controlling organization and notify it of the opening of the remaining departments.

If you open several separate divisions under different territorial Federal Tax Service, then it is not necessary to submit information about each.

If the address of a separate division changes, then there is no need to close it and open a new one, as was the case before 2010. It is enough to notify the tax authority in form C-09-3-1 indicating the new address.

Accounting in the Pension and Social Insurance Fund

When opening a “single-house”, which will have its own balance and account, and deal with wages, you need to register it with the Pension and Social Insurance Fund. There are only 30 days for this, so you should hurry.

To register a “separate account” with the Pension Fund, you need to provide certified copies of:

1. Certificate of tax registration.
2. Notification that the legal entity is registered with the territorial Pension Fund.
3. A copy of the opening order and regulations.
4. Supporting documentation that the unit has its own account and maintains a separate balance sheet.
5. Application for registration.

To register a branch with the Social Insurance Fund, you need to collect the following papers:

1. Certificate of registration and registration with the tax office (notarized copy).
2. LLC registration certificate (certified copy).
3. Registration notice stating that you are the main insurer of the parent organization (issued by the Social Insurance Fund).
4. Letter from Rosstat.
5. Notification that a separate division is registered for tax purposes.
6. A copy of the order from the manager on the opening of the “isolation”.).

   The rules for opening a separate division of an LLC are simple, and if you follow the instructions, you will not have any problems with registration. Only the review of documents may take longer, but various organizations can consider them no longer than 30 days. When opening, make several photocopies of documents at once and have them certified by a notary - this will simplify the work.

In the Tax Code of the Russian Federation a separate division means any territorially separate division of an organization with equipped stationary workstations for longer than one month. Recognition is carried out regardless of whether or not its creation is reflected in the organizational, administrative or constituent documents of the company. Also, the assigned powers of the unit do not play a role for recognition (Article 11 of the Tax Code of the Russian Federation).

A separate division is considered created according to two criteria:

1. equipped workplace, organized for a period of more than one month;
2. the workplace must be geographically separate from the head office.

According to labor code Russian Federation, a workplace is a place where an employee must appear to perform his work tasks. It is worth keeping in mind that the list of definitions of a workplace according to the Labor Code of the Russian Federation does not include fashionable ones Lately, “virtual offices” or remote workplaces (here we mean the employee’s apartment). In addition, the workplace must be created by the employer and be under his indirect or direct control, and equipped to perform the assigned tasks.

Regarding the second sign, the Tax Code of the Russian Federation does not provide precise definitions territorial isolation of the unit. Based on registration practice, the address of the unit must be different from legal address companies.

Opening of a separate division

In September 2010, by order of the Federal Tax Service of Russia, new regulations for the opening of a separate division were approved. Previously, documents for opening a private enterprise were submitted at the place of registration of a separate division. Now documents are submitted at the location of the legal entity.

For registration of one OP, form No. S-09-3-1 is provided, and for the simultaneous opening of several separate divisions, another form No. 1-6-Accounting is provided. In order to close the OP, you must submit form No. C-09-3-2.

After the expiration of the due period, you must receive a notification about the opening of a separate division from the Federal Tax Service at the actual address.

The deadline for submitting documents to the tax office is 1 month after the creation of the OP. In St. Petersburg, the tax authorities, in turn, carry out registration within five days. Creation of an OP by power of attorney, possibly by any authorized person.

Administrative responsibility, associated with the registration of an OP, may be imposed on the organization under two articles 116 and 117 of the Tax Code of the Russian Federation.

In the first case, under Article 116 of the Tax Code of the Russian Federation, a fine (up to 90 days) in the amount of 5,000 rubles is provided for violating the deadline for filing an application for tax registration. If the deadline for submitting a document is exceeded by more than 90 days, the fine doubles.

It is worth noting separately that the Tax Code does not stipulate penalties for failure to notify the tax office, about the creation or closure of an OP. But this does not mean that organizations will have the opportunity to speculate on shortcomings in the legislation. In this regard, there is another Article 117 of the Tax Code of the Russian Federation, which imposes liability on organizations for conducting activities without registering with the tax authorities.

The sanctions under Article 117 are much greater than under Article 116. For failure to notify the activities of the OP, a fine is provided in the amount of 10% of the unit’s income received, but not less than 20,000 rubles. If the organization does not notify for more than 90 days, the fine doubles and is already 20%. Therefore, 40,000 rubles is the minimum that the organization will have to pay.

In this article we will consider such topics as: the procedure for registering a separate division, how to open an OP. Key features of registration. Step-by-step registration instructions and responsibility for violation.

If the organization's activities have been successful, it is natural for managers to want to expand. In such situations, it becomes necessary to open a separate division.

Procedure for registering a separate division: key features

First of all, it is important to understand in which case it is necessary to register a separate unit (SU). This is impossible without knowledge of the definition of this structure contained in the Tax Code. According to it, a separate division is recognized as a branch of an organization located at an address that differs from the location of the parent company.

Example No. 1

As part of the ongoing exhibition, a separate workplace was organized in the Business Center in order to attract additional clients. After 2 weeks, the event ended, the employee returned to work in the main premises of the company. Such situations cannot be considered the creation of an EP, since the workplace at an address different from the location of the organization was created for a short period of time.

It should be borne in mind: a separate division is recognized as created even in cases where this fact is not documented. The obligation to register a separate division arises even if the new company structure is located not far from the parent one.

Example No. 2

The company, located in the Sovetsky district of the city, opened a warehouse in Leninsky. The new premises are used for storing and distributing goods to customers. The warehouse has three long-term work places. In the described situation, you will have to go through the OP registration procedure.

Documents for creating a separate division

The procedure for registering a separate division is impossible without first preparing a package necessary documents. Its composition, as well as the features of document preparation, are presented in the table.

- step-by-step instruction

An organization that decides to create a separate division within its structure is obliged to inform the tax office about this. This should be done within a month from the date of its opening. At the same time, the new structure itself must go through the registration procedure. To register an OP, you must contact the Federal Tax Service at its location..

To complete the registration procedure, you will need to carry out a number of actions. For ease of description, they will be presented below in the form of separate steps.

Step 1. Preparing a package of documents

To register branches and representative offices, you will need to prepare copies of documents that document its creation. They were described in detail in the previous paragraph. You will also need copies of:

• certificate confirming state registration of the parent organization;
• orders that appointed the manager, as well as Chief Accountant created structural unit;
• a payment document confirming the fact of depositing funds to pay the state duty;
• if the unit is located in premises that are not owned by the organization, a copy of the lease agreement.

All prepared copies of documents must be notarized.

In addition, it is necessary to prepare an extract from the Unified State Register of Legal Entities of the parent organization, as well as two completed applications (forms P13001 and P13002).

If another division is registered (not a branch or representative office), it is enough to submit to the tax office a notification completed in form C-09-3-1.

Step 2. Sending documents

There are three ways to send documents to the tax office:

• personally by a person who has the right to act on behalf of the organization;
• by registered mail via mail - you will need to prepare a list of attachments in two copies;
• electronically via secure communication channels.

Step 3. Completing the registration procedure

Registration of an OP is carried out by the Federal Tax Service within five days. The countdown begins from the day the documents are submitted if they are sent through a representative, or from the day they are received by the Federal Tax Service when sent electronically or by mail. The document confirming the fact of registration is a notification.

Registration of a separate division in funds

If a separate division plans to allocate its own balance sheet, open a current account and pay employees from the funds of the structural division, you will need to put it in funds. You should contact those departments that supervise the organizations at the address of the OP. This must be done within thirty days.

The OP should be registered with the Pension Fund and the Social Insurance Fund. To complete registration, you must prepare copies of documents certified by a notary.

When registering with the Pension Fund you will need:

• certificate of registration with the Federal Tax Service;
• notification of registration of the parent company with the Pension Fund of Russia;
• all documents confirming the opening of an OP;
• application for registration.

To register an OP with the Social Insurance Fund, the same documents must be prepared. Naturally, the application and notice of registration of the parent organization will correspond to the fund. An additional information letter from Rosstat will also be required.

Responsibility for violation of the registration procedure

The procedure for registering an OP is regulated by law. In case of violation, it is quite natural that liability will arise. All of them are tabulated and presented below.

Answers on questions

Expanding a business is usually an exciting time. If a separate division is opened for the first time, a number of questions inevitably arise, the search for answers to which requires a significant amount of time. Below are answers to the most exciting ones.

Question No. 1. How are they paid? insurance premiums for employees hired by the OP?

Answer: For employees who work in the OP, taxes are paid as follows:

• insurance premiums – at the address of the parent company;
• Personal income tax - at the place of registration of the most separate division.

Answer: A separate division can be considered created when it has its own address, as well as at least one employee. The actual opening date of the division can be the day the first employee was hired. From this day the countdown of the period allotted for filing an application for state registration of an OP should begin.

Question No. 3. How are separate divisions of entrepreneurs registered?

Answer: According to Russian legislation individual entrepreneur legal entity is not recognized. In this regard, he does not have the right to create separate divisions.

However, an individual entrepreneur can operate in any territory within the Russian Federation. At the same time, he must pay taxes where he is registered (usually by registration).

Question No. 4. The registration procedure for branches, representative offices and other OPs is different. What is the difference between these structural units?

Answer: A separate division organized within a company may have different status:

• A representative office is not vested with the rights of a legal entity. It has no right to carry out commercial activities. The purpose of creating such a structure is to represent the interests of the company, in particular the head office, in the region where it is located.
• The branch has the right to conduct commercial activities on behalf of the company, it is vested with all or part of the functions of the company.

Branches, as well as representative offices, in accordance with the law, are not recognized as independent legal entities. They act under a power of attorney issued by the parent company. In addition, the TIN of such separate units is the same as that of their creator. It turns out that they are not independent taxpayers and do not submit separate reports to the Federal Tax Service.

In addition, the Tax Code allows the creation of separate divisions that are neither branches nor representative offices. Organizations using a simplified taxation system have this right.

Question No. 5. Is it necessary to register a separate division if the company carries out work on the construction of a building on a rotational basis?

Answer: The need to register separate divisions does not depend on the type of work performed. Only territorial isolation and the presence of stationary jobs are important.

In other words, if two conditions are met, registration is mandatory:

• the work is carried out at an address that is not in the company’s constituent documents;
• workplaces have been created at the construction site where employees are in work time, their period of operation exceeds one month.

If both conditions are met, you will have to go through the procedure of registering a separate unit. Ignoring this requirement entails liability for the organization and officials in the form of a fine.

Registration of a separate division in 2019 - step-by-step instructions will be given in our article - is carried out at the request of the Tax Code of the Russian Federation (clause 1 of Article 83). You will learn from our material how long it takes to register such a unit, what package of documents to prepare, and whether the conditions for the procedure have changed.

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 by virtue of 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 2019.

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

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:

1. 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.
2. 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, a protocol general meeting 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.

1. Based on the order, an internal local act— 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.

• a separate document that is attached to the current charter or constituent agreement, for example, amendment No. 1;
• new edition of the constituent document.

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

Registration of a separate division in 2019: 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 a 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.

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.