Create a separate division. How to open a separate division of LLC in another city

A business whose purpose of creation is to maximize profit will naturally expand over time. This required condition its growth and development, as well as a method of increasing the income that the founders of the LLC will receive from it. The emergence of separate divisions may become a need for the company both at the beginning of its operation and much later. At the same time, the division without fail must pass the act state registration. In order to do this correctly and effectively, it is necessary to consider the procedure for creating a separate division of LLC 2019.

Not to be confused with a branch

In work large enterprises there is such a thing as a branch of the company. The appearance of branches also accompanies the growth and development of business, but has significant differences from a separate division due to the powers vested in it.

The second name of the branch is a representative office of the company, by the name you can determine its main purpose - the representation of a legal entity, as well as its interests separately from the main office. The branch is subordinate to the main office, it is part of it, but nevertheless it functions independently, and also has its own governing bodies and property holdings.

Registration of a branch, as well as a separate subdivision, must take place at the state level, since the activity of each entrepreneurial object is controlled by the state. Step-by-step instruction registering a branch of an LLC will not be easy, because in addition to submitting information on it, it is necessary to amend the company's charter and re-register it, which is much more difficult than in the case of a separate division, which does not require such an approach from the founders of the company.

Registration for tax purposes

The work of each EP is necessarily subject to tax control, and for this, the unit must be registered in the tax structure at the location in a timely manner. For this purpose, the management of an LLC can register a division with the tax authority at the place of work of a legal entity, while the tax authorities themselves transmit information at the place of territorial affiliation of a separate structure, which indicates different control of a legal entity and its divisions.

It is worth pointing out that violation of the procedure for registering divisions of the company will necessarily entail the imposition of fines. It will be fined entity, firstly, for the delay in registration, and secondly, for the operation of the unit without registration, as well as an authorized person who was obliged to notify the tax authorities about the opening of the unit, but did not. The entire amount of fines in this case will be at least 42 thousand rubles.

It is worth noting that for this purpose, the management is given a period strictly stipulated by law - one month from the opening of a separate structure. Working in legal order a division is considered to be located at a separate address from the legal entity itself, and also has an equipped place for the work of at least one employee. It is the date of registration of the employee in separate subdivision will be considered the moment of its opening.

How to register

If you are thinking about how to open a separate division of an LLC in 2019 , then one condition must be met - to draw up an application for registration in a certain form and within a month to transfer it to tax authority.

The C09-3-1 application form consists of two pages, and it will not be difficult to fill them out either for the chief accountant, or for the founder or responsible person. So, the first page is designed to display information on the legal entity, as well as on the applicant, the reason for the appeal, the code of the tax structure to which the application will be submitted, etc.

On the second page, you need to display data on the unit itself, show the activities in which it will be engaged in codes, indicate the manager if the head is provided by the founders, etc.

It is worth noting that if several divisions are opened at once, then the second page is filled in as many structures as are opened, and you can apply for all divisions at once if you open them at the same time or at least within one month.

In order to register an application, an authorized person can personally apply to the tax authority, send it by mail (in this case, it is worth using a registered letter) or in electronic format through the Internet. The electronic version must be confirmed by the applicant's electronic signature, therefore, if there is none, it is better to choose the personal submission of the document.

So, a separate subdivision will be called the structure of the organization, which, despite its separate location, is managed by the main legal entity and created for the purposes pursued by it. This unit must pass the act of state registration in order to avoid financial losses by the organization, since the fines for violating the registration procedure are very impressive.

Sooner or later, actively developing companies expand at the expense of territorial branches. Office, commercial premises, a warehouse opened outside the location of the organization are subject to state registration as separate subdivisions.

Types of separate divisions

The Tax Code of the Russian Federation (Article 11, clause 2) refers to separate subdivisions any parts of the company that are not located at the legal address of the company, if they meet two conditions:

• open for more than a month;
• have fixed jobs (at least one).

Here it is necessary to distinguish between ordinary OPs and branches / representative offices of the company. The latter are a kind of units, but with broader powers and functions:

1. Representative offices carry out the role corresponding to their name: they represent the interests of a legal entity outside its location.
2. Branches, as territorially separate parts of the company, have the full range of functions, as well as the "head" organization.

Such EPs are not completely independent, but act on the basis of separate provisions, have their own property and management bodies. And most importantly, their formation is possible only through amendments to the constituent documents of a legal entity. An organization that has branches loses the right to apply the simplified taxation system.

The opening of an EP that is not a branch or representative office is within the competence of the head of the organization and does not require rewriting the charter. There is no need to provide a new branch with its own current account, develop a regulation on the OP, appoint a head. Accounting for this EP will also be centralized. After opening, it is enough to simply register the unit in the inspectorate of the Federal Tax Service where the legal entity is “listed”.

The procedure for registering an EP for tax accounting

From the moment of opening a separate subdivision, legal entities are given 30 days to put it on state register. Violation of this deadline, as well as the work of the branch without notifying the tax authorities, threatens the organization with fines (Article 116 of the Tax Code of the Russian Federation):

• 10,000 rubles for delay;
• 40,000 rubles or more (in the amount of 10% of the income received by the OP) - for the lack of registration.

The guilty official bears administrative responsibility in the form of a fine in the range of 2000 - 3000 rubles (CAO, Article 15.3, part 2).

must be adhered to correct sequence actions. First - the opening of the OP, then - the notification of the tax. To register a new branch, it must already have its own address and at least one equipped workplace. The actual date of opening can be considered the day the first employee was admitted to the unit - from this moment the countdown of the application submission period begins.

Registration of a separate subdivision of a legal entity consists in tax registration with the Federal Tax Service at the location of the branch to be opened (clause 1, article 83 of the Tax Code of the Russian Federation). Theoretically, the organization must register with the inspections of all municipalities in which it opens its OP. However, in practice, everything is simpler: it is enough to apply with an application to “your” IFTS (at the legal address of the company), and then the tax authorities independently transfer the documents to the right place within five days.

Application for registration of a separate division

To register a separate subdivision in the tax office, it is necessary to issue a message in the form C-09-3-1. The application form used by organizations when opening an EP and changing their data is approved by Order of the Federal Tax Service No. ММВ-7-6 / [email protected] June 9, 2011

Form C-09-3-1 will be completed as follows. Page 1 contains information about the organization and its representative:

Page 2 is filled with data for the branch to be opened:

• TIN and KPP of the main organization;
• page number - 0002;
• name of the OP;
• the actual address of the unit;
• date of creation;
• activity code according to OKVED;
• Full name of the head of the EP, if appointed, his TIN and telephone number;
• applicant's signature.

This sheet is filled out for each of the opened divisions.

Instructions for state registration of a separate subdivision

It is not difficult to create and register a separate division, if it is not a representative office or branch. You don't even have to go to the tax office. The message can be sent by letter or via the Internet using the digital signature of the head.

To register a separate division in 2015, follow our step-by-step instructions:

At this point, the issue of creating a remote branch can be considered closed.

As for the cost of registering a separate subdivision, there are no state fees for such actions. Your expenses will consist only of payment for notarial services for certifying copies of documents.

The SP must apply the same taxation system as the parent organization. As a rule, all calculations with the budget for departments are carried out centrally from the "head" of the company. But if the department has its own balance allocated, it can pay contributions to extra-budgetary funds and transfer taxes (on profit, on property, transport, personal income tax) on its own, submitting the necessary reports to the local authorities of the Federal Tax Service, the Pension Fund of the Russian Federation and the Social Insurance Fund.

Recall that the described registration procedure applies only to simple EPs that do not have representative functions. In order to avoid accusations of illegally opening a branch or representative office, legal entities should avoid giving broad powers to remote offices.

A successfully developing organization sooner or later thinks that it is time for it to open a representative office in another city. This article will tell you how to open a separate division of an LLC and what to do next.

Creation of a separate division

Separate subdivisions (OS) operate on the basis approved by the parent organization and cannot be independent legal entities.

Tax law recognizes a division as separate only if

• this organization is located outside the territory of the parent institution;
• for the functioning of such a department, workplaces have actually been created and equipped.

A branch and a representative office are considered to be a type of such a division, however, you should be aware that the OP may also not be considered either a branch or a representative office. Therefore, when opening your dedicated branch in another place from the LLC, it is not necessary to create a branch or representative office. This is a big plus for entrepreneurs, since registering a branch or representative office takes a lot of time. This is due to the fact that the data on these EPs must be included in the Charter of the legal entity.

The creation of a separately located enterprise without the purpose of opening the above organizations can be carried out CEO alone. In this case, the EP has the right to have its own seal and a separate balance sheet, but the accounting of the entire limited liability company is in any case kept consolidated.

Consider how to create a separate division of LLC. To carry out this procedure, do the following:

• determine what functions will be assigned to the OP;
• come up with the name of the OP (simply OP, representative office or branch);
• in accordance with Russian legislation, determine the need to include or not include information about the EP in the Charter of the enterprise;
• register a SP (except for branches and representative offices);
• register a branch/representative office by submitting an application and other required documents;
• register a separate structural unit in off-budget funds.

Tax registration

The opening of a separate division of an LLC is, first of all, the creation of jobs, since registration with the Federal Tax Service takes place already upon their availability.

The organization must be tax registered in the area where its dedicated branch is located. In the event that the EP is territorially located in the same area where the legal entity is registered, then such a procedure is not required.

When registering, such a branch of the company is assigned a checkpoint different from the parent company.

In general, the procedure for registering with the tax office is not complicated. The following documents should be submitted to the IFTS:

• submitter's identity card;
• a certified power of attorney, if the delivery is not carried out by the general director;
• application form C-09-3.

The specified package must be submitted no later than 1 month from the date of opening of the OP to the Federal Tax Service at the place of registration of the LLC. The day of the creation of a branch isolated from the company will be the day when the stationary workplace was actually formed.

The registration period is 5 working days after the submission of documents. The IFTS independently sends documents to the tax office located at the place of registration of the EP.

If the OP changes its location to another city in the course of its activities, then it will be necessary to go through the procedure for closing the OP in one city and reopening it in another.

Drawing up an application when opening an LLC: video

Registration in off-budget funds

The creation of a separate division of an LLC in some cases requires registration with the Pension Fund of Russia (Pension Fund of Russia) and the FSS (Social Insurance Fund). This must be done in the case when such an organization operates on an independently allocated balance sheet, has a separate current account and, at its own expense, accrues to employees wages.

As a rule, information about the appearance and allocation of a new plot of a legal entity is transferred to these funds tax office. Previously, representatives of legal persons were required to independently apply to these funds when establishing separate subdivisions. Today this is not required.

Responsibility of a separate division

For violation of the deadlines for filing an application for registration of a EP, as well as if this branch of the company operates without registration, the parent company is held liable.

For these violations, in accordance with administrative liability, a fine of 3 thousand rubles is imposed, while tax liability for these violations can be up to 20% of the income that the company separated from the LLC received during its activities. The amount of fines depends on the duration of the violation. You can find out the amount of liability for non-compliance with deadlines in the Tax Code and the Code of Administrative Offenses.

Opening a separate subdivision is a rather complicated procedure, the procedure for which depends on the list of powers that are granted. In this article, we will talk about when to open a separate subdivision, how to do it, and also introduce complete list documents on the basis of which the Federal Tax Service will be able to register it.

General information about separate divisions

The concept of a separate subdivision is given in Art. 11 of the Tax Code of the Russian Federation, according to which such is understood as any branch of the company that is geographically remote from it and has stationary (i.e., functioning for more than 1 month) jobs. The workplace is a place under the direct control (direct or indirect) of the employer, where the worker must be during his working hours (Article 209 of the Labor Code of the Russian Federation).

A unit that has the listed characteristics is recognized as separate, regardless of whether this fact is reflected in the constituent documents of the company or not. At the same time, the absence of employees permanently working there allows it to be used without assigning the status in question.

An example would be an unguarded warehouse in another region where workers only come to load and unload goods. Employees working remotely also do not have a permanent place to work, which means that their involvement in work is also not a basis for registering a new autonomous branch of the company.

Types of divisions

Civil Code of the Russian Federation in Art. 55 establishes the following types of units, separate from the parent company:

• representative office - a unit functioning to represent the interests of the company and their subsequent protection;
• branch - a division that fully or partially performs the same functions as the main enterprise, and in some cases - the functions of a representative office.

In addition, in legal practice there are categories of such units that cannot be attributed to any of the listed types. The fact that they can be created is indicated by Art. 40 of the Labor Code of the Russian Federation, which contains information on the application collective agreement"in other separate structural divisions".

In addition, in Appendix No. 3 to the order of the Federal Tax Service “On Approval ...” dated 06/09/2011 No. MMV-7-6 / [email protected] contains a form of a message transmitted to the registering state body about the fact of the creation of a separate subdivision (with the exception of branches and representative offices). The form has the number C-09-3-1 and is widely used in practice by companies forming new branches.

Separate subdivisions do not have the status of a separate enterprise and operate in accordance with the provisions developed and implemented by the company on the basis of which they are opened. The management of such subdivisions is also appointed by the founder of the parent organization and acts on its behalf on the basis of a power of attorney issued to him (paragraph 2, clause 3, article 55 of the Civil Code of the Russian Federation). More detailed information about the varieties of such departments and the features of their functioning can be obtained by reading.

When should a separate division be opened?

The need to register a branch of the company arises when it creates new jobs in a room located at an address different from the one at which it is registered. At the same time, the date of commencement of its operation is considered to be the moment the first workplace appears, and not the day the opening order is issued (this point of view is contained in the resolution of the Federal Antimonopoly Service of the Moscow District of August 24, 2001 No. KA-A41 / 4467-01).

According to par. 3 p. 3 art. 55 of the Civil Code of the Russian Federation, information about the established branches is subject to inclusion in the Unified State Register of Legal Entities. Correct design such branches is the key to compliance with the law and the successful functioning of the enterprise in the future.

Untimely notification of the tax service about the fact of creating a unit entails bringing the entrepreneur to liability under the provisions of Art. 126 of the Tax Code of the Russian Federation (such an indication is contained in clause 23 of the Review judicial practice RF Armed Forces No. 4, approved by the Presidium of the RF Armed Forces on November 15, 2017).

How to open a separate division of LLC in 2018?

The procedure for creating a separate division in 2018 includes several stages:

1. Making a decision to open such a branch. To do this, the founders must general meeting and prepare the minutes of the meeting, fixing in it the fact of the adoption of the relevant decision. In order for it to take legal effect, it is necessary to enlist the support of at least 2/3 of the participants in the company, unless a different ratio is provided for by its charter (Article 5 federal law"On Limited Liability Companies" dated February 8, 1998 No. 14).
2. The actual creation of a new branch:

• purchase or lease of premises in which the enterprise will be located;
• creation and equipping of jobs;
• acquisition of all necessary funds;
• hiring employees or transferring them from the parent organization.

1. Creation of the corresponding order.
2. Amendments to the Articles of Association of the LLC. To do this, it is necessary to transfer to the territorial office tax statement in the form P13001, attaching to it a copy of the extract from the minutes of the meeting, as well as a receipt for payment of the fee in favor of the state. Based on the adjustments made to the constituent documents of the company, the tax authorities will make changes to the Unified State Register of Legal Entities.
3. Transfer of a package of registration documents to the department of the Federal Tax Service, in whose department the location of the created unit is located (clause 1, article 83 of the Tax Code of the Russian Federation).

Registration of changes is carried out within 5 days from the date of receipt by the tax service of all required documents. At the same time, the registration of branches / subdivisions for tax accounting is carried out, in accordance with paragraph 3 of Art. 83 of the Tax Code of the Russian Federation, on the basis of information entered into the Unified State Register of Legal Entities. This means that no additional documents will have to be submitted to the tax office, and the inspection staff will register a new representative office on their own.

Documents for opening a separate division

Telling how to open a separate division in 2018, one cannot ignore the list of documents that will have to be prepared for the successful registration of a branch or representative office.

It includes:

1. Minutes of the meeting of the founders of the company, containing decision about the creation of a new department.
2. An order to open a separate subdivision, signed by the head of this organization. It should include:

• name of the new division;
• a link to the document on the basis of which it was created, indicating the number and date of compilation;
• address of the location of the unit;
• information about the head who is responsible for managing the unit being opened;
• the period allotted for the tax registration of the branch/representative office.

1. Regulation on a separate subdivision, which defines:

• a list of powers vested in the opening unit;
• types of activities carried out by him;
• the functions it will perform;
• a list of positions vested with managerial functions;
• other rules and nuances of its work.

1. Updated charter of the organization.
2. A copy of the certificate of state registration of the main enterprise.
3. Extract from the Unified State Register of Legal Entities of the parent company.
4. Receipt confirming the fact of payment of the state fee.
5. A copy of the document confirming the fact of having the right to use the premises in which the enterprise will be located (lease agreement, extract from the USRN, etc.).

This list of documents for opening a separate subdivision in 2018 is exhaustive.

How to create a separate division of an LLC that does not have the status of a branch or representative office?

In the event that the division being opened does not have the status of a branch or representative office, the procedure for its registration is greatly simplified, since it excludes the stage at which changes are made to the constituent documents of the company. To notify the tax service of the fact of opening in this case, it is enough to prepare a message by filling out the form С-09-3-1.

It must indicate:

• name of the parent organization and OGRN;
• the number of established separate divisions;
• information about the head of the organization (full name, TIN, telephone number, details of the document confirming the fact that he has the authority to carry out such actions on behalf of the organization);
• date of transmission of the message to the registration authority;
• information about the subdivision to be registered (name, full mailing address, creation date).

Notify the tax office of the fact of opening such a unit, in accordance with subpara. 3 p. 2 art. 23 of the Tax Code of the Russian Federation, it is necessary within a month from the date of its creation.

Opening a separate division of LLC in another city

How to create a separate division, which should operate in a city other than the one where the parent company is registered? In this case, there are no special differences from the standard registration procedure - the founders of the company will have to:

1. Hold a meeting, considering the issue of opening a separate division of an LLC in another city, and prepare an appropriate order based on its results.
2. Make changes to the constituent documents and register them with the tax office at the location of the parent company.

After that, the branch / representative office of the organization becomes tax registered on the basis of the information contained in the Unified State Register of Legal Entities. The founders will not have to take any additional actions.

So, the procedure for creating a separate subdivision directly depends on the form in which it will function. To open a representative office or branch of the parent organization, it will be necessary to amend the charter and register them in the manner prescribed by law. Based on the changes made to the Unified State Register of Legal Entities, the new division of the company will be tax registered. If the organization opens a separate division of a different type, it will not be necessary to make changes to the charter. To notify the tax, in this case, you only need to send an application in the form C-09-3-1.

Young entrepreneurs who have just created an LLC usually register it at their place of residence or the address of a rented office. This situation is acceptable until the company has started its activities in full. But at the right direction Ltd. is rapidly developing and gaining its place in the market. Entrepreneurs face a challenge: how to expand their activities and open other offices in the same or another city? The easiest way is to open a separate division of an LLC, and our step-by-step instructions will help you with this.

Features of a separate division

If your business is related to remote work, then it becomes necessary to open warehouse or office rooms in another city. Any activity of an LLC at an address other than that indicated during registration requires the opening of a separate division.

A separate subdivision is a remote place of work of the company in another or the same city. Unlike a branch, a “isolation” should not have its own internal charter and many jobs. The main condition that affects the creation of a remote separate subdivision 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 workplace" includes, let's turn to the Labor Code of the Russian Federation, Art. 209 . The law in 2017 regulates the following features 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, it can be understood that if you have opened a warehouse, but there is no permanent employee there, then it cannot be considered a separate division. Also, payment terminals, petrol machines and ATMs do not belong to the “isolation”. 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 it cannot be considered a separate division.

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

When registering a new division, the following procedure must be observed:

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

Below we consider 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, you need to distinguish between branches and separate divisions.

The difference between a "isolation" and a branch

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

1. The activities of the branch are recorded in the statutory 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 keeps a documented statement of representation.
3. The company appoints the head of the division, who carries out his activities under the power of attorney from the parent company.
4. Within the branch there are rules and regulations that govern its activities.
5. A branch office 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 subdivision, you need to take into account that it does not have signs of a branch.

"Osobobka" does not have signs of a branch and does not carry out the activities of the parent company in full. For example, a separate sales division is only concerned 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 create an internal charter for it separately.

"Osobobka" does not have signs of a branch and does not carry out the activities of the parent company in full.

Tax accounting of "isolation"

Registration of a new separate branch of LLC obliges:

1. Notify the opening of the Federal Tax Service in the form C-09-3-1 (Order of the Federal Tax Service of the Russian Federation dated June 9, 2011 No. ММВ-7-6/362).
2. Put the new subdivision on tax records with the territorial authority. If the division opens in the same city as the parent company, then to the same tax office.

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

If you open multiple individual divisions with various territorial Federal Tax Service, it is not necessary to submit data on each. It will be enough to choose one controlling organization and notify it of the opening of other departments.

If you open several separate divisions under different territorial Federal Tax Service, then it is not necessary to provide data on each.

If the address of a separate subdivision changes, then it is not necessary to close it and reopen it, as it was before 2010. It is enough to notify the tax authority in the form C-09-3-1 indicating the new address.

Accounting in the Pension and Social Insurance Fund

When opening a "isolation", which will have its own balance and account, deal with wages, you need to register it with the Pension and Social Insurance Fund. Only 30 days are given for this, so you should hurry.

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

1. Tax registration certificate.
2. Notification that the legal entity is registered with the territorial FIU.
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 FSS, you need to collect the following papers:

1. Certificate of registration and tax registration (copy certified by a notary).
2. LLC registration certificate (certified copy).
3. Registration notice that you are the main insurer of the parent organization (issued by the FSS).
4. Letter from Rosstat.
5. Notification that a separate subdivision is tax registered.
6. A copy of the order from the head of 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 problems with registration. Only the consideration of documents can be delayed, but they can be considered in various organizations no longer than 30 days. When opening, make several photocopies of documents at once and certify them with a notary - this will simplify the work.