At the end of the year, the company must report to the tax office on withheld and paid personal income tax for each taxpayer. To do this, you need to submit certificates to the Federal Tax Service in Form No. 2-NDFL.
For personal income tax (and insurance contributions), the tax period does not depend on the date when the company was organized or liquidated. This is stated in Federal Law No. 173-FZ of July 18, 2021, which came into force on August 19, 2021. That is, organizations and entrepreneurs that appeared in the last days of December will have to report on personal income tax (and insurance premiums) for the year.
2-NDFL when changing the status of the company
As a rule, a company ceases to exist after submitting all reports in full, including 2-NDFL certificates for employees. After all, after the termination of activity, it does not have successors who could report on the data on tax accruals and withholding. Closing companies, submitting 2-personal income tax until the moment of liquidation, fill out certificates according to the usual algorithm - the name of the company is indicated in the line “tax agent”, and its details - in the appropriate fields provided.
When reorganizing (“reshaping” a company according to a selected criterion and registering it in a new capacity), the range of actions is wider. If, due to any circumstances, the company did not submit 2-NDFL before changes in status, the legal successor is obliged to report for it. This requirement has been in effect since the beginning of 2021 (clause 5 of Article 230 of the Tax Code). Therefore, the successor company in this case will submit information on the income of individuals twice:
- as a successor to the tax agent - for the period from the beginning of the year to the date of recorded reorganization;
- as a tax agent - for the time from the beginning of operation of the changed company until the end of the year.
Section 2 “Data about the individual - recipient of income”
This section provides information about the individual taxpayer.
1) TIN of an individual. In the “TIN in the country of citizenship” field, indicate the taxpayer’s TIN (or its equivalent) in the country of citizenship for foreigners, if the agent has such information.
2) Taxpayer status:
- 1 – tax resident of the Russian Federation;
- 2 – non-resident;
- 3 – a highly qualified specialist who is not a tax resident of the Russian Federation;
- 4 – participant of the State program to assist the voluntary resettlement of compatriots living abroad to the Russian Federation (crew member of a ship sailing under the State Flag of the Russian Federation), who is not a tax resident of the Russian Federation;
- 5 – a foreign citizen (stateless person), recognized as a refugee or granted temporary asylum in the territory of the Russian Federation, who is not a tax resident of the Russian Federation;
- 6 – a foreign citizen working in the Russian Federation on the basis of a patent.
The tax status of an individual is established on each date of payment of income. At the end of the tax period, the final tax status is determined, which must be indicated when filling out the “Taxpayer Status” field (Letter of the Ministry of Finance of Russia dated July 21, 2021 No. 03-04-06/46690).
3) Date of birth (day, serial number of the month, year by sequentially recording data in Arabic numerals).
4) Citizenship (country code) – the numeric code of the country of which the taxpayer is a citizen, according to the All-Russian Classifier of Countries of the World (OKSM).
5) Code of the type of identification document, in accordance with the Directory “Codes of types of documents proving the identity of a taxpayer” (Appendix No. 1 to the Procedure for filling out form 2-NDFL).
6) Details of the taxpayer’s identity document, respectively, the series and number of the document, the sign “N” does not need to be put.
7) Full address of the taxpayer’s place of residence based on his identification document. For foreign citizens located on the territory of the Russian Federation, the full address at which they are registered in the Russian Federation at the place of residence or place of stay is indicated.
It is acceptable to have no indicators in the “Residence address in the Russian Federation” field, provided that the indicators are filled in in the “Country of Residence Code” and “Address” fields.
The elements of the address are: “Postal code”, “Subject code”, “District”, “City”, “Settlement”, “Street”, “House”, “Building”, “Apartment”. The code of the subject of the Russian Federation is indicated in accordance with the Directory “Codes of the subjects of the Russian Federation and other territories” (Appendix No. 2 to the Procedure for filling out form 2-NDFL).
If one of the address elements is missing, the field allocated for this element is not filled in.
note
For the report for 2021, the Federal Tax Service has prepared a new form for the 2-NDFL certificate. From Section 2 of the certificate, tax officials exclude the field in which it is now necessary to indicate the address of the place of residence of the individual who is the recipient of the income. (zip code, city, etc.).
Changes to form 2-NDFL in 2021
To ensure the correct preparation of forms based on the right of succession and their subsequent submission to the Federal Tax Service, the legislator updated the 2-NDFL certificate. Since 2021, changes have been made to it, however, these do not affect the procedure for reflecting income, deductions and taxes.
Read also: Certificate 2-NDFL: new form 2019
Two new lines have been added to section 1 “Data about the tax agent”:
- “Reorganization/liquidation form”, where a code corresponding to the type of changes being made is entered:
– 0 – liquidation;
– 1 – transformation;
– 2 – merger;
– 3 – separation;
– 5 – connection;
– 6 – separation with simultaneous joining;
- “TIN/KPP of the reorganized company”
In the 5th section, in the field certifying the signature of the decryption of the signatory, an entry has been entered about the possibility of certifying the certificate by the legal successor. In the “tax agent” field of this section, the successor enters code “1”, and his representative - “2”.
Thus, new form fields are filled out exclusively by assignees. 2-NDFL certificates for the transformed company are submitted by them to the Federal Tax Service at the place of their territorial registration. At the same time, they indicate:
- OKTMO code of the reformed company;
- in the line “tax agent” - its name;
- in the field “TIN/KPP of the reorganized organization” - exactly the TIN/KPP of the reorganized company.
Let's look at filling out the 2-NDFL certificate using examples.
Certificate title 2-NDFL
The title of the 2-NDFL certificate indicates:
- in the field “for ____ year” – the tax period for which 2-NDFL is compiled;
- in the “N ______” field – the serial number of the certificate for the reporting tax period, assigned by the tax agent;
- in the field “from __.__.__” – the date (day, serial number of the month, year) of drawing up the certificate by sequentially recording the data in Arabic numerals.
In the “Adjustment number” field put:
- when compiling the primary form - “00”;
- when drawing up a corrective certificate to replace the previously submitted one, the value is one more than indicated in the previous certificate (“01”, “02” and so on);
- when drawing up a cancellation certificate to replace the previously submitted one - “99”.
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Example 2. Filling out 2-NDFL by the legal successor during reorganization
The company MIR LLC, located in Chelyabinsk (OKTMO 75712000, INN 7404215894, KPP 740445028) is being transformed by merging with Topol LLC from Yekaterinburg (OKTMO 65701000, INN 6612456456, KPP 661200012) from December 1 2021 This date is recorded in the state register termination of the activities of MIR LLC and the transfer of its assets by right of succession.
2-NDFL information for MIR LLC was not submitted to the Federal Tax Service. Topol LLC will report:
- as the legal successor of the transformed company, filling out 2-NDFL for the period from January 1 to November 30, 2021:
For what period
| Happening | Last period for submitting information about the income of individuals |
| The process of liquidation or change occurred before the end of the calendar year | The period lasts from the first day of the year until the date on which the reorganization or liquidation occurs |
| The company arose after the beginning of the year and ceased to exist before the end | The tax period is calculated from the moment of creation until the moment of liquidation. The period in this case always lasts less than 1 year |
| The company was established in December of the reporting year, and was liquidated or underwent structural changes at the end of the subsequent year. | From the moment of foundation until the end of liquidation and other changes. In this case, the duration of the tax period must be less than 13 months |
Why is a certificate needed and how is it provided?
Certificate 2 of personal income tax contains information about income paid to the employee, tax deductions, as well as taxes withheld and paid to the budget.
The certificate contains details (date of issue and number) and five sections. The first two indicate information about the employee and the tax agent. The third section reflects the tax rate and employee income.
The declaration is issued for one calendar year. Remunerations received by the employee are reflected in the certificate with the assigned income code by month. Section 4 shows general information on tax deductions, section 5 shows general information about income and taxes paid.
As a rule, the following organizations request an income certificate:
- Banks - when applying for a loan;
- tax office - upon receipt of the right to tax deductions and refund of already paid personal income tax;
- social protection - when assigning benefits;
- embassies and consulates of other states - when applying for a visa;
- new employer and other organizations.
Working citizens receive a certificate only from the employer; for this they contact the organization’s accounting department. Official employment in the company is important.
According to the Labor Code, 3 days are allotted for issuing a certificate. An accountant fills out the certificate. The certificate is certified by the signature of the head and the seal of the organization.
Often the need for a certificate arises after dismissal; in this case, a person receives a certificate from his former employer within the time allotted by law - he has no right to refuse to issue a certificate.
Obtaining a certificate from your previous place of work
Information about income and taxes paid on it in the taxpayer’s personal account
When a person is dismissed, in the future period calculated from the date of termination of the employment contract, he may need a certificate of previously received income. The employer cannot refuse to issue it for the period if no more than four years have passed since the date of dismissal. If the organization no longer exists, then the documentary issue is resolved through the tax office.
Consequences of legal entity transformation
The procedure for transforming a legal entity involves changing its organizational and legal form and does not lead to a change in either the rights or obligations it has to persons other than the founders (Clause 5 of Article 58 of the Civil Code of the Russian Federation). Accordingly, Art. 60 of the Civil Code of the Russian Federation, guaranteeing the implementation of the rights of creditors.
The absence of changes in terms of rights and obligations during transformation leads to the fact that nothing changes in terms of tax reporting and payment of taxes for a legal entity that has changed its form. That is, in the usual manner (but on behalf of an already changed organization), reports will be submitted within the same deadlines and taxes will be paid in the same way (clause 9 of Article 50 of the Tax Code of the Russian Federation). And if, before its transformation, the legal entity did not submit any reports or pay any taxes, this must be done by the organization existing in the new form (letter of the Ministry of Finance of Russia dated September 25, 2012 No. 03-02-07/1-229).
Accordingly, in this case there will be no special features in the procedure for filing reports in Form 2-NDFL. These certificates in their usual form will be created by a legal entity of a new organizational and legal form on its own behalf and in accordance with the established clause 2 of Art. 230 of the Tax Code of the Russian Federation (until April 1 of the year following the reporting year) to submit them to the Federal Tax Service.
For information on how to prepare 2-NDFL reports for 2017 for submission, read the article “Nuances of filling out form 2-NDFL in 2021” .
Options for reorganizing a legal entity
According to the current legislation (Article 57 of the Civil Code of the Russian Federation), a legal entity may be subject to reorganization carried out in the following forms:
- mergers,
- accessions,
- divisions,
- discharge,
- transformations.
It is possible to combine types of reorganization and apply them to several legal entities simultaneously, and these entities may have different organizational and legal forms. Legal entities carrying out a number of activities must, when implementing this procedure, be guided by industry legislation. In some cases, the consent of government agencies is required for reorganization.
In relation to the consequences of reorganization, among its listed forms, the transformation procedure stands out, which, unlike other types of this process, does not entail changes in either the rights or obligations in relation to other persons, not counting the founders (Clause 5 of Article 58 of the Civil Code of the Russian Federation) .
Let’s compare what differences in consequences in terms of reporting submitted in the form of Form 2-NDFL certificates result from different forms of reorganization using the example of its procedures such as merger and transformation.
To learn how the reorganization procedure will affect the 6-NDFL report, read the material “How to submit 6-NDFL reports during reorganization (nuances)?” .
Results
Merger is one of the options for reorganizing a legal entity, ending with the completion of the activities of the merging organization.
Completion of activities that occurs before the end of the next tax period leads to the obligation to submit reports early, in particular in Form 2-NDFL. A legal entity that has undergone a transformation procedure, which involves changing its legal form, will not have such an obligation. You can find more complete information on the topic in ConsultantPlus. Free trial access to the system for 2 days.
Reporting on insurance premiums
RSV and 4-FSS also need to be submitted upon liquidation. They are compiled after the final settlement with employees, but the end date of the reporting period is different.
Calculation of insurance premiums
The DAM must be prepared and submitted before the interim balance sheet is drawn up. The calculation is drawn up for the period from the beginning of the year to the filing date (clause 3.5 of Article 55, clause 1 of Article 423, clause 15 of Article 431 of the Tax Code of the Russian Federation).
During liquidation, the reporting period code is indicated in the DAM - “51” for the first quarter, “52” for the first half of the year, “53” for 9 months and “90” for the year. In the field with the organization form code, enter “0”.
The difference between the amount of insurance premiums payable in accordance with the DAM and the amount of contributions paid from the beginning of the billing period is due within 15 days from the date of submission of the calculation.
From 2021, information on the average number of employees is also indicated as part of the DAM, so they will be reflected in the latest calculation of contributions (Clause 2, Article 1, Part 2, 3, Article 2 of the Federal Law of January 28, 2020 No. 5-FZ) .
4-FSS
4-FSS must be submitted to the fund before the day of filing the tax application for state registration of the liquidation of the LLC (clauses 1, 4, 15 of Article 22.1 of Law No. 125-FZ). The calculation is prepared for the period from the beginning of the billing period to the day the calculation is submitted.
The LLC must pay the calculated amount of injury contributions within 15 calendar days from the date of submission of the form.
