Separate division: how to open and keep records

Actively developing enterprises sooner or later face the need to create separate divisions. In order to carry out this procedure according to all the rules, at a certain stage it is necessary to write a special order. It is from the moment of signing this document that the process of opening a separate division begins.

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What is a separate division

Separate divisions include any departments of the company, including branches and representative offices, remote from the central office at fairly large distances. At the same time, only those divisions that have stationary workplaces can be considered as such (that is, they must be registered and operate at the same address for at least one month).

Only enterprises and organizations have the right to open separate divisions ; individual entrepreneurs are exempt from this need, because by law they can carry out their activities anywhere in the country completely freely.

Separate divisions are in no way independent legal entities; they operate strictly within the framework established by the parent company and have only the funds that it provides.

The creation of separate divisions must be carried out in a certain order, and any company must include information about this in its registration documents.

Registration of an OP with the Pension Fund of Russia

A division is also registered with the Pension Fund only if it pays benefits to employees and has a bank account (subclause 3, clause 1, article 11 of the Law “On OPS” dated December 15, 2001 No. 167-FZ). But you do not need to submit any documents to the Pension Fund. We have already mentioned that when vesting the OP with the authority to pay remuneration to individuals, you send a corresponding message to the Federal Tax Service. And she already transfers all the information to the Pension Fund.

The deadline for submitting such a message is one month from the date of issuance of the order to vest the OP with the appropriate powers (letter of the Ministry of Finance dated 05/05/2017 No. 03-15-06/27777).

The procedure for creating a separate division

1. Opening a separate division is not the most difficult procedure, although it does cause some trouble. Let's start with the fact that the very possibility of its creation must be spelled out in the company's Charter (if such a clause is not there, then you first need to make changes to the Charter).
2. Then, the corresponding decision must be made at the general meeting of founders and recorded in a special protocol.
3. After this, at the enterprise
   an order is issued
4. a certain package of documentation is collected, which necessarily includes the constituent papers of the company,
5. an application is written to the territorial tax service,
6. All interested government agencies, including social insurance funds, are notified of the event in a short time.

Only after complete completion of all the stages described above can a separate unit begin its activities.

Registration of an OP with the Social Insurance Fund

In terms of contributions for injuries, the insurer must register at the location of the separate unit if (subclause 2, clause 1, article 6, clause 11, article 22.1 of the law “On compulsory social insurance...” dated July 24, 1998 No. 125-FZ , order of the FSS of the Russian Federation dated April 22, 2019 No. 217):

• it is not abroad;
• has its own current account;
• calculates and issues salaries.

It is necessary to register with the Social Insurance Fund at the location of the unit within 30 calendar days from the date of creation of the OP (subclause 2, clause 1, article 6 of Law No. 125-FZ).

The registration procedure and the list of documents to be submitted are determined by Order of the Ministry of Labor of Russia dated April 29, 2016 No. 202n. In accordance with paragraphs. 6, 10 to receive notification of registration (Appendix 1 to the above order) the following are submitted to the fund at the location of the unit:

• application (form approved by order of the Federal Social Insurance Fund of the Russian Federation dated April 22, 2019 No. 217);

• a certificate from the bank confirming the opening of a branch account;
• a document confirming that the division pays payments to individuals (for example, a copy of the regulations on the separate division, which indicates the corresponding authority).

Copies may be paper or electronic.

The fund receives all other information from the Federal Tax Service and other social insurance departments through interdepartmental exchange.

Within 3 working days from the date of receipt of the documents, the FSS will register the organization with subsequent notification (clause 14 of Appendix 1 to Order No. 202n).

For violating the deadline for registering an enterprise with the Social Insurance Fund, a company may be fined (Article 26.28 of Law No. 125-FZ):

• if there is a delay of up to 90 days inclusive - by 5,000 rubles;
• more than 90 days - by 10,000 rubles.

A fine is also provided for the head of a legal entity - in the amount of 500 to 1,000 rubles. (Article 15.32 of the Code of Administrative Offenses of the Russian Federation).

Who writes the order to create a separate unit

Usually the direct executor of writing the order is an ordinary employee of the enterprise:

• legal adviser,
• personnel officer,
• secretary,
• head of a department directly related to the development of the organization.

However, in any case, this person, regardless of position, must have certain knowledge and skills in creating and approving administrative documents.

After drawing up the order, it is necessary to submit it to the director of the company for review and approval, since without his autograph it will not acquire legal force.

Notification of the opening of a separate division in the Federal Tax Service (sample attached)

All companies and individual entrepreneurs need to submit some kind of statistical reporting.
And there are so many forms of this reporting that it’s not surprising to get confused in them. To help respondents, Rosstat has developed a special service. using which you can determine what statistical reporting needs to be submitted to a specific respondent. However, unfortunately, this service does not always work correctly. Despite the fact that from January 1, 2019, types of economic activities are determined according to the new OKVED2 classifier, in order to determine the rate of contributions “for injuries” for 2021, the old OKVED codes must be indicated in the application for confirmation of the main type of activity and the confirmation certificate. The Tax Service has changed its position regarding filling out field 101 “Payer Status” in payments for the transfer of insurance premiums.

Now it is recommended for legal entities to use the status “01”, and individual entrepreneurs – “09”. The Federal Tax Service has approved a new procedure for obtaining a deferment (installment plan) for payments to the budget.

Now the rules are the same for both taxes and insurance premiums (except for “injury” contributions). From 01/01/2019, insurance premiums in case of temporary disability and in connection with maternity must be paid to the Federal Tax Service. And for reimbursement of benefits, as before, you must contact the Social Insurance Fund.

The list of types of state control in which a risk-based approach is applied has been expanded. Now this list also includes checks for compliance with labor legislation requirements carried out by the labor inspectorate.

In accordance with the norms of domestic legislation, Russian legal entities can open their own separate structural divisions. The procedure for opening them and the requirements for them are described in the relevant acts of rulemaking.

In some cases, a company opening a separate division sends a notification about the opening of a separate division to the Federal Tax Service. Legal entities have the opportunity to open separate divisions. To notify tax authorities about such an opening, you need to send a message to the Federal Tax Service about the opening of a separate division.

Civil legislation does not provide for the possibility of opening structural units not directly named in Art. 55 Civil Code of the Russian Federation. That is, the Civil Code of the Russian Federation directly implies the possibility of opening only a branch or representative office.

Slightly different provisions are specified in Article 11 of the Tax Code of the Russian Federation. which directly allows for the opening of other structural units with permanent jobs.

The Federal Tax Service of Russia issued order No. dated 06/09/2011 which approved the form of notification of the creation of a separate division. This form is used for cases of opening separate divisions that are not branches and representative offices.

Sheet No. 1 of the specified form contains a field intended to indicate the tax inspection code, and therefore, to answer the question of where to submit a message about the opening of a separate division, you should study the specified Order. Appendix No. 13 to the above-mentioned Order of the Federal Tax Service of Russia directly states that the notification must indicate the code of the tax inspectorate at the address of the main organization. The Federal Tax Service of Russia approved the notification form, put into effect a general procedure for filling out an application, and also indicated the basic and mandatory requirements for such an application, but did not develop or publish a sample for filling out a message about the creation of a separate division.

When filling out a message, all fields intended to indicate the TIN and KPP must be filled out on each page of the application. The requirements for each column to be filled out are set out in Appendix No. 13 to the Order of the Federal Tax Service of Russia. It should be remembered that if several separate divisions are opened (except for branches and representative offices), one application must be filled out with attached second sheets in an amount equal to the number of representative offices being opened.

Sample order for the creation of a separate division

There are no unified standards for writing an order to create a separate division, so enterprises and organizations can create this document in any form or according to a model approved in the company’s accounting policy. One way or another, the order must contain a number of certain information, namely:

• number, date and place of creation - the locality in which the company is registered and its full name;
• reflect the fact of creating a separate division;
• indicate its status (branch or representative office);
• indicate the address where it will be located;
• list the functions that are assigned to the department;
• determine the order in which it should carry out its activities (as a rule, it is written here that the division is obliged to work as prescribed in the Charter of the parent organization);
• note the fact that, according to the law, a structural unit is not a legal entity;
• Finally, the order must indicate the persons responsible for its execution: this may be the director himself or some other employee of the enterprise (usually a deputy manager).

Is it possible to avoid registering at the address of a separate subdivision?

Some entrepreneurs trade using one device in several places or simply do not want to re-register it later and are looking for ways to bypass specifying the address during registration. Let's look at some of these “methods”.

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Registration of cash registers for outbound trade

There is an opinion that this is possible if you enter the phrase “outbound trade” in the address line of the application. However, this is not true. The popularity of this opinion is due to the incorrect interpretation of the letter of the Department of Tax Administration in Moscow “On the use of cash register machines...” dated 04/17/2002 No. 29-12/17513, which explains the procedure for using cash register machines exclusively for outbound sales (that is, the letter is simply not applicable for other types of sales).

There is a rather narrow definition of the very concept of outbound trade, which can be found in GOST R 51303-2013, approved by order of Rosstandart dated August 28, 2013 No. 582-st. According to this document, distribution trade is understood as small-scale retail trade outside a stationary retail chain, subject to the use of equipped transport and special mobile equipment to be used exclusively in the vehicle.

This significantly narrows the range of possibilities in which such registration will be justified and legal. In particular, if an entrepreneur uses such a device in the office, there is a violation of the law. After all, the method is acceptable only if trade is carried out directly using vehicles.

However, it must be recognized that the law does not really limit the number of checks that can be issued in one place, and such a solution may well be suitable for those who trade on an ongoing basis using transport (even if he does not move during sales). At the same time, the cash register itself must be able to operate on battery power, that is, be mobile.

Registering a cash register as a backup

The second option is to register the cash register as a backup. Indeed, in accordance with the explanations given in the letter of the Federal Tax Service for Moscow dated February 11, 2005 No. 22-12/9705, it is possible to register a spare cash register marked “reserve” in the address line. However, it is not indicated that it is necessary to register the main cash register before registering the reserve one.

However, there is one caveat: in accordance with clause 21 of the Administrative Regulations, approved by Order of the Ministry of Finance dated June 29, 2012 No. 94n, KKM is subject to use in the service territory of the tax division that registered it. This means that if the cash register is used outside this territory, the organization risks being punished in the form of a fine under Part 4 of Art. 14.5 Code of Administrative Offenses of the Russian Federation. Thus, this should not be considered a way to avoid registration at the unit address.

How to place an order

There are no rules for the execution of the order or its content, so it can be written on a simple blank sheet of A4 or even A5 format or company letterhead, either by hand or in printed form. At the same time, a printed version on letterhead will be much more advantageous, since it initially contains the details of the organization, legible text, and looks more solid.

The order is issued in a single copy , but if necessary, an unlimited number of copies can be made.

What is the fine if the cash register is not registered?

From 02/01/2017, in the event of detection of violations related to the use of an unregistered cash register or non-compliance with the procedure for its use, the norms of Part 4 of Art. 14.5 Code of Administrative Offenses of the Russian Federation. The provisions of this article provide for liability in the form of a fine in the amount of:

• 1500–3000 rub. - for officials;
• 5000–10,000 rub. - for legal entities.

As an alternative to a fine, the rule allows tax officials to limit themselves to warning the violator. However, such a measure is usually applied only when violations are first detected and only if this is the only violation detected. It seems that these measures should encourage entrepreneurs to register cash registers in a timely manner.

***

So, registration of a cash register of a separate subdivision takes place in the territorial body at the place of registration of the subdivision itself, but you should not evade it, since administrative liability is provided for violating the registration rules.

Form S-09-3-1 sample filling

Related publications

The company has the right to open its branches in territories other than the territory of the parent organization. These can be branches, representative offices or other types of units - the main characteristic of a separate unit is its territorial remoteness and the presence of at least one stationary workplace equipped for work.

The procedure for deregistration of branches and representative offices of legal entities

Full name on the issue of approval of the Regulations on the Orenburg branch of the Limited Liability Company "__________". By “___”________ _____, close the _________________ branch (representative office, other separate division) of the Company at the address: _______________________.

To create a separate division, a general meeting of founders is held or an order from the director is issued (the exact procedure for making a decision must be recorded in the company’s charter). To determine the procedure for opening the structure and appointing responsible persons, the order is taken by the sole director of the company.

If difficult moments or questions arise, a lawyer will advise you on the correctness of drawing up any documents.

When filling out form C-09-3-1, you must provide the following information:

• information about the organization - USRN, TIN, KPP, information about the manager;
• information about the decision made regarding the opening of a separate division;
• number of structures (it is possible to create several at once);
• the location of each new structure;
• information about the applicant.

In the header of the form, indicate the INN and KPP, you must indicate the code that identifies the tax office to which the message is being submitted.

Attach a letter about opening an account to the specified list of documents.

• Repeat the same steps for the social security fund. The list of documents for the Social Insurance Fund also includes a notice of registration of the company as an insurer and a notice of tax registration of the unit.
• After 5 days from the date of submitting the application to the Pension Fund at the location of the OP, pick up the notice of registration, one of the copies of which, within 10 days, take it to the pension, where the organization itself is “registered”.
• At this point, the issue of creating a remote branch can be considered closed. As for the cost of registering a separate unit, there are no state fees for such actions. Your expenses will consist only of payment for notary services for certification of copies of documents.

Next, the form is divided into 2 parts; the manager or representative of the company fills out his contact information (phone number, email address, etc.) on the left side.

The decision to create a branch of LLC

The following is the main part of statement C-09-3-1. The name must be indicated in full, exactly as indicated in the company’s constituent documents. Next, you need to indicate the OGRN and the number of divisions. Do not be confused: in the field where you need to indicate the number of units, you must indicate the number of units, the creation of which you want to report using form No. C-09-3-1.

In the field “with a copy of the document attached,” you must write the number of sheets of copies of documents confirming the authority of the representative.

Existing legislation regulates only the procedure for organizing branches and representative offices. The process of creating other OPs is practically no different from that prescribed by law.

Approve the new version of the Company's Charter and instruct the General Director of the Company to carry out state registration of the Company's Charter in the manner prescribed by law.

The opening of a separate division is an event that is quite significant. It is not enough to carry out a set of measures and use their results: each procedure necessarily requires paper support.

And the Tax Code is any division territorially isolated from the organization where the workplace is equipped. To create a branch or representative office, an organization must make changes to the Charter.

Terminate the activities of the Company Branch No.__, located at the address: Russian Federation, ______, ________, street ________, building _____, from __ ________ 20__.

Notification of the opening of a separate division in the Federal Tax Service

The creation, any changes in previously provided information, or the closure of divisions must be reported to the regulatory authorities. Where to submit a message about opening a separate division? If this is not a branch or representative office, the company must report the creation of a division to the tax office at the location of the organization (not the OP). There is no additional need to report the creation of new branches or representative offices, since information about them must be indicated in the Unified State Register of Legal Entities. A message to the Federal Tax Service about the opening of a separate division must be sent no later than 1 month.