Opening of a branch and representative office of a Russian company. New procedure for registering branches Accounting registration of branches and representative offices

Opening a branch of an LLC is a set of measures aimed at creating a division of the company, taking into account existing legislative norms. To complete the task correctly, it is necessary to have a clear action plan in front of you in order to avoid mistakes and subsequent proceedings with regulatory authorities.

Most often, the decision to create a branch is made at a general meeting (if there are several participants) or by one founder of the LLC. According to the law, it can also be adopted by another collegial body, for example, a board of directors. But such features must be reflected in the charter.

How to open a company branch: sequence of actions

Step-by-step instructions for opening a branch of an LLC - an opportunity to quickly carry out the necessary procedures and eliminate violations of current legislative norms. Below we consider the sequence of actions.

Gathering of the meeting

The first step towards creating a branch of the company is convening a meeting of the founders of the LLC, discussing the issue and making an appropriate decision. Gathering founders is not a problem, because according to the plan, this procedure is carried out annually (mandatory) or if necessary.

Project preparation

As soon as the decision to create a branch of the LLC has been made, you can begin to draw up regulations for the new division. This document will be used by the representative’s employees as the main one. After the development of the project, the latter must be approved at a general meeting. In a company with one founder, such a decision is made individually. It is worth understanding that if the participants disagree with the text of the document, the provisions will have to be revised, and after a while the founders will have to gather again.

Making a decision to amend the charter

At the next stage, the company must decide on the need to make adjustments to the charter. In some cases, the creation of a branch is not a reason for change. This became possible on December 29, 2015, when companies received the right not to reflect the fact of creating a representative office in the main document of the LLC. All that is required by law is the reflection of information about the branch in the Unified State Register of Legal Entities. This option is more convenient for businessmen, because this way you can save on paying state fees and not waste time gathering founders to decide on making amendments to the charter.

But sometimes you can’t do without such a procedure:

• In a situation where the previous charter already contains information about other branches. In such a situation, it is necessary to add information about the new representative office to the document or revise the document completely, excluding from it the paragraph with information about other divisions. If the data on the number of branches in the charter does not correspond to the real state of affairs, this may cause problems with regulatory authorities.
• If there are suspicions that the registration authority may refuse to enter data into the Unified State Register of Legal Entities without indicating information about the new branch. In this situation, it is also necessary to gather the founders and decide to amend the charter of the LLC. What could be causing the problems?

As noted above, the law allows information about the new representative office of the company to be reflected only in the Unified State Register of Legal Entities. All that is required in this case is to submit form P14001 to the authorized body. The disadvantage of the document is that it does not contain the reasons for creating a branch. This clause is present in another form (P13001), and it provides for amendments to the charter, and not just informing the registrar.

This is why in various parts of the Russian Federation there may be problems with the tax service related to failure to include information about the branch in the charter. To avoid double interpretations, the Federal Tax Service of Russia provided a number of clarifications. They note that changes when opening a representative office can be made using two forms - P13001 or P14001. But there was still some confusion regarding the last form, because the rules for filling it out were not specified.

Fearing problems with the tax office, many LLCs continue to fill out form P13001. In this way, they are reinsured and are required to make changes to the company’s charter. Some companies fill out form P14001 and also have no problems with the Federal Tax Service. In any case, in order to avoid troubles in the future, before choosing one of the options, it is advisable to contact the Federal Tax Service of your region and clarify which form is best to work with.

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Amendments to the charter

If the company decides in favor of filling out form P13001, it is required to prepare a new draft charter mentioning the new division of the company and the features of its work. Another option is also allowed, when changes are not made to the “body” of the document, but an addition is drawn up, where data about the new representative office is reflected. Both options comply with legal requirements, and the decision on the choice is made by the meeting.

Practice has shown that it is better to make adjustments to the “body” of the charter than to create a separate document. This will make it more convenient to work in the future and will eliminate many disagreements. The finished project must be reviewed at a general meeting, approved, and subsequently registered with a government agency.

Decision-making

Once organizational issues have been resolved and the necessary package of papers has been collected, you can hold a general meeting and perform the following manipulations - decide to create a branch, approve a new charter (if a decision has been made to amend it) and regulations regarding the new representative office of the company. The results of the meeting must be recorded in the minutes, which are then transferred to the registering structure.

Certification of documents

The completed application form for the creation of a branch, as well as a power of attorney for one of the founders, are submitted to a notary (can be public or private) for certification.

Transfer of documents to the registration authority

The company's participants have three days to submit the completed papers to the registration structure. The form of the application depends on the need to make adjustments to the charter. As noted above, after creating a representative office, there is no need to make changes to the main document of the LLC. Regardless of which application form is submitted for registration (P13001 or P14001), they must bear the signature of the head of the company. In addition, the document itself must be notarized.

Within five days, the state registration authority reviews the application, after which it makes a decision to reflect the fact of creating a branch in the Unified State Register of Legal Entities or refuses to carry out these manipulations. Upon receipt of approval, it is necessary to register the newly created branch with the Federal Tax Service. But the company does not need to take any actions, because the registration authority transmits the necessary information independently. In this case, the unit is registered with the tax service at its location.

Appointment of director

At the next stage, it is necessary to decide on the director of the company and provide him with a notarized power of attorney. The appointment process can be done in two ways:

1. The issue is decided personally by the head of the company.
2. The director of the branch is appointed at the general meeting.

Information about who has the right or must appoint a manager is contained in the company's charter. As for the employment contract with the new director of the representative office, the document is signed exclusively by the head of the LLC. In addition, it is he who issues the power of attorney to the newly appointed director of the branch to conduct activities. The document must describe in detail the powers that the manager receives. In this case, it is possible to avoid many legal conflicts and conflict situations with partners in the future.

Registration with extra-budgetary funds

The last step that will have to be completed after creating a new LLC branch is registration with an extra-budgetary fund located at the branch’s place of work. It is worth considering that such a procedure is necessary only if the open division has a separate balance sheet and its own current account, as well as if the branch independently calculates salaries for employees.

To register a branch in extra-budgetary funds, you need to prepare the following papers:

• Application (must be drawn up according to the established template). It is worth taking into account that each fund has an individual form.
• Notification confirming the registration of the main company in extra-budgetary funds in relation to the legal address.
• The papers required to create a branch, as well as certified by a notary (the notary can be private or public).

As soon as the registration procedures are completed, the branch receives a certificate. It indicates that the open unit is included in the payers of insurance payments at its location.

Features of creating a branch in another city

If a company creates a representative office in another locality, the step-by-step instructions will be similar. The main thing is registration with funds and the tax authority at the actual location of the new branch. As already noted, since 2010, an LLC has the right not to apply for registration to the tax authorities - this work is performed by the registration authority (Federal Tax Service at the location of the main office). If a division is opened in the same city, it is enough to notify the tax service of its creation.

Results

Having step-by-step instructions for creating a company branch makes it easy to carry out all the manipulations, expand your business and avoid problems with regulatory authorities. The main thing is to decide in advance on the registration form and notify the authorized bodies about the creation of a representative office.

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Required documents and information

A copy of an extract from the Unified State Register of Legal Entities in relation to the Company no older than 30 days

A copy of the current version of the Charter

Copy of OGRN certificate, certificate of registration (TIN)

A copy of the passport of the current head of the Company; personal tax identification number (if available)

Documents to the representative office address

Templates and sample documents

It is important

Karpova Inna

Head of Corporate Law Department

What is representation?

A representative office is a separate division of a legal entity. Unlike a branch, it cannot perform the functions of a legal entity. Representation is entrusted only with representing the interests of the legal entity and their protection.

It is not necessary to change the Charter.

The creation of a representative office can be carried out both by entering information about it into the Charter of a legal entity, and by making an entry in the Unified State Register of Legal Entities without making an entry in the Charter.

The organization is registered for tax purposes at the location of its representative office. Registration is carried out on the basis of information contained in the Unified State Register of Legal Entities.

The management of the representative office is carried out by a sole executive body, which is appointed by the parent organization and carries out its functions on the basis of a power of attorney.

DID YOU KNOW THAT...

• When creating a Representative Office, the Regulations on the Representative Office are approved

  Information on the management structure of the Representative Office and the procedure for carrying out activities is contained in the Regulations on the Representative Office

• A legal entity and its division should not be located at the same address

  The representative office must be located separately from the parent organization, i.e. outside his location

• Creation of a JSC representative office

  The adoption by the general meeting of shareholders of a non-public joint-stock company of a decision on the creation of a Representative Office and the composition of the company’s shareholders present at its adoption are confirmed by notarization of the minutes, or by the registrar. For public JSC, only the registrar is allowed

• It is necessary to have the address of the Representative Office

  When opening a Representative Office, the set of documents for creating a Representative Office must include a lease agreement under which the Representative Office will be located

• The registration authority may suspend state registration

  When registering a representative office from 01/01/2016, the registration authority had the opportunity to make a decision on suspending state registration for a period of up to 30 days. The registration authority may make such a decision if it has reasonable doubts about the reliability of the information and documents submitted by the applicant

• You can contact the registration authority with a written objection regarding the registration of changes

  Since 01/01/2016, any interested person has the right to contact the registration authority with a written objection regarding the upcoming state registration

our clients

A limited liability company has the right to have branch and/or representation. In order to understand what suits you best, you need to understand the concepts of branch and representative office.

What is a branch of LLC

For example, a Limited Liability Company is registered in Moscow, is registered with the territorial tax inspectorate there and carries out business activities, for example, trading pharmaceutical products. In this case, the branch located in Novosibirsk also has the right to carry out direct trading and receive funds for this in its own separate current account. The representative office, in this case, has the right only to inform customers about the activities of the Company; all other interactions (conclusion of contracts, settlements) take place directly between the LLC and the client, let’s say, the involved representative office.

Creation of a branch and representative office

Branches and representative offices are created only on the basis of a decision of the General Meeting of Participants of the LLC or the sole participant. When making a decision to create a branch or representative office at the General Meeting of Members of the Company, at least two-thirds (2/3) of the total number of votes must vote on this issue. The charter of an LLC may provide for a different ratio of votes for making a decision on the creation of a branch or representative office.

The creation of a branch or representative office requires full compliance with the requirements of the Law on Limited Liability Companies and the Civil Code. It should also be remembered that if a branch or representative office is created on the territory of a foreign state, then they must be created in accordance with the requirements of the legislation of that state. Further current activities are also carried out in compliance with the current legislation of the foreign state in whose territory the branch or representative office is located.

Activities of the branch and representative office of LLC

Since branches and representative offices of a Limited Liability Company are not separate legal entities, they carry out their current activities on the basis of regulations that are approved by the Company.

When established, branches and representative offices are endowed with property transferred to them by the Company. Further, the branch has the right to acquire other property and record it on its balance sheet.

Heads of branches and representative offices are appointed only by decision of the Company. The heads of branches and representative offices carry out current activities on the basis of a power of attorney issued by the Company.

The activities carried out by branches and representative offices occur on behalf of the Company that created them. Also, the Company itself bears full responsibility for their activities.

Registration of a branch or representative office

As stated above, the decision to create a branch or representative office must be made by the General Meeting of Participants of the Company or its sole participants. Such a decision must be reflected in the Minutes of the General Meeting (if there are two or more members of the Company) or the Decision of the sole participant.

It is also necessary to amend the Company's Charter and reflect in it information about the branch or representative office. This information includes:

The name of the branch or representative office, for example Branch of Romashka LLC in Novosibirsk.

Address of the location of the branch or representative office.

It is also necessary to prepare and notarize an Application for Amendments to the constituent documents of a legal entity in form P13001. In this form, you must fill out the title page, sheet K and sheet M.

• Application on form P13001
• Protocol or decision on establishing a branch/representative office
• Charter in the new edition
• Receipt for payment of state duty (800 rubles)
• Documents confirming the address of the location of the branch or representative office (lease agreement or letter of guarantee from the owner).

For third parties, a branch or representative office is considered created from the moment the registration authority makes an entry in the Unified State Register of Legal Entities about the creation of the branch or representative office.

Keywords: branch, representation, OOO

Having achieved a certain success in business, management is faced with the task of further developing the enterprise’s activities and expanding into new territories.

The Civil Code provides for the possibility of creating separate divisions of legal entities, but only in two forms: in the form of a branch or representative office. Current prices for registering branches.

At registration of a branch or representative office it is necessary to take into account some differences in the functions and powers of the branch and representative office.

Branch is a separate division of a legal entity located outside its location and performing all or part of its functions, including the functions of representative office.

Representative office is a separate division of a legal entity located outside its location, which represents the interests of the legal entity and protects them.

The functions of branches are broader than those of representative offices. They can conduct production and economic activities, but a representative office cannot.

It should also be noted that civil legislation does not provide for the obligation to indicate in the constituent documents of an organization separate divisions that are not branches or representative offices.

Such separate divisions will be structural divisions of the organization and are not vested with the rights of a branch or representative office (in particular, they do not have the right to protect in the prescribed manner the interests of the legal entity that created them and represent its interests without a power of attorney), since the rights of a branch or representative office can only be vested in that separate a division that was created in the manner established for a branch or representative office and is indicated in the constituent documents of the legal entity that created it. 4 steps to register branches

CREATION OF A SEPARATE DIVISION THAT IS NOT A BRANCH OR REPRESENTATIVE

Creation of a separate division that is not a branch or representative office, is somewhat simpler than opening a representative office or branch of the parent organization. The opening of a separate division is formalized by order of the head of the organization (except for cases where the head of the organization is deprived of the right to issue orders on the creation of separate divisions in accordance with the constituent documents of the organization).

The constituent documents of the company do not contain information about a separate division; therefore, when opening or closing a separate division, nothing needs to be included in the constituent documents.

It is necessary to take into account that a separate division should not be registered with the tax office if it is located on the territory of the same municipality as the organization itself.

The Tax Legislation of the Russian Federation provides a definition of a separate division, which is somewhat different from civil legislation.

Recognition of a separate division of an organization as such is carried out regardless of whether its creation is reflected or not reflected in the constituent or other organizational and administrative documents of the organization, and on the powers vested in the specified division. In this case, a workplace is considered stationary if it is created for a period of more than one month. (Article 11 of the Tax Code of the Russian Federation)

Registration of the branch with the tax office. An organization that includes separate divisions located on the territory of the Russian Federation is obliged to register with the tax authority at the location of each of its separate divisions, if this organization is not registered with the tax authority at the location of this separate division on the grounds provided for this Code. (Clause 1 of Article 83 of the Tax Code of the Russian Federation) Prices for registering branches in St. Petersburg

Branch registration procedure, establishment of a representative office companies, registration of a branch with the tax office requires the holding of such organizational procedures as a general meeting of participants (in relation to an LLC) or a general meeting of shareholders (in relation to a joint stock company). For LLC branch registration(as well as a joint-stock company), a general meeting of the company’s participants is required, which makes a decision on the creation of a branch and amendments to the charter of the Company by a majority (at least 2/3) of votes of the total number of votes of participants (shareholders), unless otherwise provided by the charter .

PROCEDURE FOR REGISTRATION OF A BRANCH, REPRESENTATION OF A LEGAL ENTITY OF RUSSIAN COMPANIES

Branch registration procedure includes the step-by-step implementation of the following actions:
1. Deciding on opening of a representative office or branch.
2. Amendments to the Charter in connection with the creation of a separate division. (Entering information about the branch in the Unified State Register of Legal Entities).
3. Development of an order for opening of a branch(representative offices).
4. Development of regulations on the branch.
5. Submitting an application for registration of such an organization, as well as providing one copy of a duly certified copy of the certificate of registration (TIN) with the tax authority of the organization at its location and documents confirming the creation of a separate division. The deadline for submission is within one month from the date of creation of a separate division.
6. Registration and issuance of a notice of registration of the parent organization with the tax authority at the location of the branch or representative office. The deadline is within five days from the date they provide all the necessary documents.
7. Making a branch seal.

Thus, having passed branch registration(representative office), the parent organization receives a notification about the registration of the branch (representative office).

Refusal of state registration of legal entities, as well as changes to their constituent documents, is permitted only in cases strictly defined by law.

Any enterprise may or may not have a branch. In addition, it can either be registered as a separate division or not. The place where the branch reports are submitted depends on this.

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What is this

A branch is a subdivision of a legal entity located and carrying out its activities in a different location than the legal entity itself.

It is not an independent legal entity, but carries out its activities on behalf of the parent company on the basis of the provisions approved by the LLC.

Branch managers are appointed by the management of the parent company and act on the basis of a power of attorney.

The LLC itself that created the branch is responsible for its activities.

Legislation

When registering a branch of an LLC, you must be guided by:

• The definition of a branch of a legal entity is given in

What functions does the branch perform?

The branch carries out the same activities as the parent company. Its creation is necessary to promote the “brand” in other municipalities.

The branch has the right to conduct financial and economic activities.

Its functions include:

• conducting production activities;
• conducting financial activities;
• other types of activities that he has the right to carry out in accordance with the law and the constituent documents of the parent enterprise.

The branch has the right to perform all the same functions as the parent company. And it can only fulfill part of them. This is stated in the constituent documents of the parent company.

Video: order

Registration of a separate division of LLC

And although the branch is not an independent legal entity, it must be registered with the tax authorities and extra-budgetary funds.

The latter is necessary if citizens will work in the branch under an employment contract.

The creation and registration of a branch of an LLC takes place in several stages:

• you need to make a decision to create a branch of the LLC. Such a decision is made at a general meeting of members of the company;
  

  If in LLC only one participant, he makes the sole decision. If there are more participants, then the minutes of the meeting.

• prepare the Regulations on the LLC branch;
  

  This is the main document for the branch. He carries out activities on its basis.

• make changes to the charter of the parent enterprise;
• fill out an application for form P13002 on the creation of a branch. An example is possible;
• prepare a power of attorney for the head of the branch.

1. These documents must be presented to the notary so that he can register the application and issue a power of attorney.
2. When the notary has completed all notarial actions, the package of documents must be submitted to the registration authority at the place of registration of the head enterprise.
   

   After 5 days After submitting the documents, the tax authority will issue documents confirming the registration of the branch.

3. Then you need to register the branch for tax purposes and register it with extra-budgetary funds.

Sample application

To register a branch you must fill out the form P13002 on amendments to the constituent documents of the parent enterprise. An example can be

This form consists of:

• title page;
• sheet A on 2 pages;
• sheet B on 3-х pages.

On the title page you must indicate information about the parent company:

• OGRN;
• full title.

On sheet A you need to indicate information about the branch being created:

• need to be delivered number 1, since a branch is being created;
• then again number 1, since the reason for making changes to the constituent documents of the LLC is precisely the creation of a branch;
• if it already has a name, then you need to indicate it;
• address of the location, indicating the zip code, subject of the federation, district, city (or other municipal entity), street, house, building and apartment. All information is provided if available;
• on 2nd page of sheet A indicates more detailed information about the name of the branch and its location.

Sheet B contains information about the applicant:

1. need to be delivered number 1, 2 or 3 , depending on who submits the application;
2. information about the management organization:

• OGRN;
• full name.

3. information about the applicant:

• Full name;
• date and place of birth according to passport;
• passport details;
• residence address;
• contact number;
• email address if available.

4. On sheet B, the applicant (indicates full name) indicates how he wants to receive documents on registration of the branch. It also provides information about the notary who certified the applicant’s signature.

Application form P13002 filled out in accordance with section.

Certification by a notary

Notification by form P13002 must be certified by a notary.

This can be done at any notary office. The same notary can issue a power of attorney to the person who will submit documents to the registration authority if the applicant himself cannot do this.

A power of attorney is immediately issued for the future head of the branch, an example of which can be found

Submission of documentation

After the notification has been certified form P13002 and a power of attorney has been issued for the future head of the branch, it is necessary to submit a package of documents to the registration authority.

This package includes:

• minutes of the meeting of LLC participants or the sole decision of the sole participant to create a branch;
• application for form P13002;
• changes in the mouth of the parent company or an already amended charter in 2 copies.

Receiving ready documents

After all documents have been submitted to the tax authority for registration, the inspector who accepted the documents must issue a receipt to the applicant. It will indicate the exact date of acceptance.

After 5 working days from the specified date, the tax inspector must issue the applicant or authorized representative with documents confirming that changes to the charter of the LLC have been made and registered.

The method for obtaining completed documents must be indicated on page 3 sheet B notification form p13002.

If the documents will be received by the applicant personally, then it is necessary to indicate number 1, if a trusted person – then number 2, if documents need to be sent by mail, then you need to put number 3.

List of documents received

After registering changes in the charter, the applicant will receive the following documents:

• extract from the Unified State Register of Legal Entities;
• 1 copy LLC charter;
• notification of amendments to the charter of the LLC.

This notice must be kept in the LLC's founding documents as evidence that documents were filed and the branch was created legally.

The final stage

When all documents indicating that the branch is created and properly registered have been collected, it is necessary:

• register it with the Federal Tax Service;
• and register with extra-budgetary funds.

Registration with the Federal Tax Service occurs “automatically” after registration of changes in the charter of the LLC.

WITH 02.03.2010 there is no need to register the branch for tax purposes at its location. This is done by the tax authorities themselves based on information about the branch entered in the Unified State Register of Legal Entities.

To register a branch with the Pension Fund of Russia, it is necessary to prepare and submit the following documents:

• application for registration of the branch as a payer of insurance premiums;
  

  It is submitted to the Pension Fund at the location of the branch.

• certificate of registration of the branch as a taxpayer with the Federal Tax Service at its location;
• notification that the parent enterprise is registered with the Pension Fund of the Russian Federation at the place of its registration;
• a notarized copy of the documents on the establishment of the branch.